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Item 2. Management’s Discussion and Analysis

2025-07-25 compared with 2025-04-25 · 174 added, 133 removed, 235 unchanged (57% of the section changed)

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(amounts in millions, except share and per share data, unless otherwise noted)

The following discussion and analysis of the financial condition and results of operations for the three months ended March 31, 2025 and 2024 has been derived from and should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included in Part I, Item 1 herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”).

The following discussion and analysis of the financial condition and results of operations for the three and six months ended June 30, 2025 and 2024 has been derived from and should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included in Part I, Item 1 herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”).

The following discussion and analysis should also be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”).

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Refer to “Non-GAAP Financial Measures” within this Item 2 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.

On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s Class A Common Stock (“Common Stock”).

The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024.

The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.

The shares of Common Stock retain a par value of $0.001 per share.

Prior year data impacted by the stock split and presented in this Item 2 and throughout this Form 10-Q herein, including number of shares and per share information, earnings per share, and dividends per share amounts, among others, have been retroactively adjusted to reflect the effect of the stock split.

Refer to Note 1 of the accompanying Notes to Condensed Consolidated Financial Statements for further information related to the stock split.

Cautionary Note Regarding Forward-Looking Statements

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incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change;

and risks associated with the increasing scrutiny and expectations regarding environmental, social and corporate governance matters that could result in additional costs or risk or otherwise adversely impact our business.

A further description of these uncertainties and other risks can be found in the 2024 Annual Report, Quarterly Reports on Form 10-Q and the Company’s other reports filed with the Securities and Exchange Commission.

other uncertainties not identified in these documents (that we either currently do not expect to have an adverse effect on our business or that we are unable to predict or identify at this time) may cause the Company’s actual future results to be materially different from those expressed in any forward-looking statements.

These or other uncertainties not identified in these documents (that we either currently do not expect to have an adverse effect on our business or that we are unable to predict or identify at this time) may cause the Company’s actual future results to be materially different from those expressed in any forward-looking statements.

Our forward-looking statements may also be impacted by, among other things, future tax, regulatory and other legal changes that may arise in any of the jurisdictions in which we operate.

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The Company has done a preliminary review of currently enacted legislation.

The implementation did not have a material impact on the Company’s condensed consolidated financial statements during the three months ended March 31, 2025, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.

The implementation did not have a material impact on the Company’s condensed consolidated financial statements during the three and six months ended June 30, 2025, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.

However, the Company will continue to evaluate the potential impact of Pillar Two on the Company and its results as additional countries adopt legislation and issue individual guidance on their enacted legislation.

Results of Operations

Three months ended March 31, 2025 compared to the three months ended March 31, 2024

Net sales were $4,811.0 in the first quarter of 2025 compared to $3,256.3 in the first quarter of 2024, representing an increase of 48% in U.S.

Three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024

Net sales were $5,650.3 in the second quarter of 2025 compared to $3,609.7 in the second quarter of 2024, representing an increase of 57% in U.S.

dollars, 56% in constant currencies and 41% organically (excluding both currency and acquisition impacts;

unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes), compared to the prior year period.

The increase in net sales in the second quarter of 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, along with contributions from the Company’s acquisition program, as described below.

From an end market standpoint, the increase in net sales in the second quarter of 2025 relative to the prior year period was driven by robust organic growth in the information technology and data communications (“IT datacom”) market, and strong organic growth in virtually all other markets, along with contributions from the Company’s acquisition program.

Net sales were $10,461.3 in the first six months of 2025 compared to $6,866.0 in the first six months of 2024, which represented an increase of 52% in U.S.

dollars, 52% in constant currencies and 37% organically (excluding both currency and acquisition impacts), compared to the prior year period.

The increase in net sales in the first quarter of 2025 was primarily driven by strong organic growth in the Communications Solutions segment and moderate organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, along with contributions from the Company’s acquisition program, as described below.

From an end market standpoint, the increase in net sales in the first quarter of 2025 relative to the prior year period was driven by strong organic growth in the information technology and data communications (“IT datacom”), mobile devices, defense and communications networks markets, and moderate organic growth in the industrial market, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 26% of net sales) in the first quarter of 2025 increased 38% in U.S.

dollars, 39% in constant currencies and 8% organically, compared to the first quarter of 2024.

The increase in the first quarter of 2025 was primarily driven by strong organic growth in the defense, industrial and communications networks markets, as well as the IT datacom market with particular strength in artificial intelligence (“AI”) related applications, along with contributions from the Company’s acquisition program, partially offset by organic declines in the commercial aerospace and automotive markets.

Net sales in the Communications Solutions segment (approximately 50% of net sales) in the first quarter of 2025 increased 91% in U.S.

dollars, 91% in constant currencies and 73% organically, compared to the first quarter of 2024.

The increase in the first quarter of 2025 was primarily driven by strong organic growth in the IT datacom market with particular strength in AI related applications, as well as strong organic growth in the mobile devices, automotive and industrial markets and moderate growth in the communications networks market, along with contributions from the Company’s acquisition program.

Net sales in the Interconnect and Sensor Systems segment (approximately 24% of net sales) in the first quarter of 2025 increased 5% in U.S.

dollars, 6% in constant currencies and 6% organically, compared to the first quarter of 2024.

T he increase in the first quarter of 2025 was primarily driven by strong organic growth in the IT datacom market with particular strength in AI related applications, partially offset by a slight organic decline in the industrial and automotive markets.

The increase in net sales in the first six months of 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, along with contributions from the Company’s acquisition program, as described below.

From an end market standpoint, the increase in net sales in the first six months of 2025 relative to the prior year period was driven by robust organic growth in the IT datacom market, and strong organic growth in the mobile devices, defense, communications networks and industrial markets, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 26% of net sales) in the second quarter of 2025 increased 38% in U.S.

dollars, 37% in constant currencies and 18% organically, compared to the second quarter of 2024.

The increase in the second quarter of 2025 was driven by strong organic growth in the industrial, defense, automotive and IT datacom markets, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 26% of net sales) in the first six months of 2025 increased 38% in U.S.

dollars, 38% in constant currencies and 13% organically, compared to the prior year period.

The increase in the first six months of 2025 was driven by strong organic growth in the industrial, defense, communications networks and IT datacom markets, along with contributions from the Company’s acquisition program, partially offset by an organic decline in the automotive market.

Net sales in the Communications Solutions segment (approximately 51% of net sales) in the second quarter of 2025 increased 101% in U.S.

dollars, 101% in constant currencies and 78% organically, compared to the second quarter of 2024.

The increase in the second quarter of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in artificial intelligence (“AI”)-related applications, as well as strong organic growth in the communications networks, mobile devices, automotive and industrial markets, along with contributions from the Company’s acquisition program.

Net sales in the Communications Solutions segment (approximately 51% of net sales) in the first six months of 2025 increased 96% in U.S.

dollars, 97% in constant currencies and 76% organically, compared to the first six months of 2024.

The increase in the first six months of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications, as well as strong organic growth in the communications networks, mobile devices, automotive and industrial markets, along with contributions from the Company’s acquisition program.

Net sales in the Interconnect and Sensor Systems segment (approximately 23% of net sales) in the second quarter of 2025 increased 16% in U.S.

dollars, 14% in constant currencies and 14% organically, compared to the second quarter of 2024.

T he increase in the second quarter of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications.

Net sales in the Interconnect and Sensor Systems segment (approximately 23% of net sales) in the first six months of 2025 increased 11% in U.S.

dollars, 10% in constant currencies and 10% organically, compared to the first six months of 2024.

The increase in the first six months of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications.

The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S.

GAAP financial measures, by segment, geography and consolidated, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024:

GAAP financial measures, by segment, geography and consolidated, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024:

Percentage Growth (relative to same prior year period) (1)

Sales Growth (4)

Three Months Ended March 31,

Three Months Ended June 30,

Net sales by:

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United States

Six Months Ended June 30,

Net sales by:

Harsh Environment Solutions

Communications Solutions

Interconnect and Sensor Systems

Geography (6) :

United States

(1) Percentages in this table were calculated using actual, unrounded results;

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(6) Net sales by geographic area are based on the customer location to which the product is shipped.

The comparatively weaker U.S.

dollar for the second quarter of 2025 had the effect of increasing sales by approximately $28.9 relative to the comparable period in 2024.

The comparatively stronger U.S.

dollar for the first quarter of 2025 had the effect of decreasing sales by approximately $28.1 for such period, relative to the comparable period in 2024.

Selling, general and administrative expenses (“SG&A”) were $575.2, or 12.0% of net sales for the first quarter of 2025, compared to $404.2, or 12.4% of net sales for the first quarter of 2024.

Approximately half of the increase in SG&A expenses compared to the first quarter of 2024 related to acquisitions closed in the prior 12 months.

Administrative expenses represented approximately 4.8% of net sales for the first quarter of 2025, and represented approximately 4.8% of net sales for the first quarter of 2024.

Research and development expenses represented approximately 2.9% of net sales for the first quarter of 2025, and represented approximately 3.0% of net sales for the first quarter of 2024.

Selling and marketing expenses represented approximately 4.3% of net sales for the first quarter of 2025, and represented approximately 4.6% of net sales for the first quarter of 2024.

Operating income was $1,024.8, or 21.3% of net sales, for the first quarter of 2025, compared to $684.8, or 21.0% of net sales, for the first quarter of 2024.

Operating income for the first quarter of 2025 includes $104.9 of acquisition-related expenses, comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the acquisition of the Andrew Business and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $44.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $60.9 associated with the acquisition of the Andrew Business (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

For the three months ended March 31, 2025, the acquisition-related expenses had the effect of decreasing net income by $82.1, or $0.06 per share, as shown in the table below.

Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined in the “Non-GAAP Financial

Measures” section below, were $1,129.7, or 23.5% of net sales, for the three months ended March 31, 2025, and $684.8 or 21.0% of net sales, for the three months ended March 31, 2024.

The increases in Adjusted Operating Income and Adjusted Operating Margin for the first quarter of 2025 relative to the comparable period in 2024 were primarily driven by strong operating performance on the higher sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Operating income for the Harsh Environment Solutions segment for the first quarter of 2025 was $311.2, or 24.5% of net sales, compared to $244.4, or 26.7% of net sales, for the first quarter of 2024.

The decrease in operating margin for the Harsh Environment Solutions segment for the first quarter of 2025 relative to the comparable period in 2024 was driven by the negative impact on operating margin related to acquisitions completed within the prior 12 months, particularly the CIT acquisition, that are currently operating below the average operating margin of the Company, partially offset by normal operating leverage on the higher organic sales volumes.

Operating income for the Communications Solutions segment for the first quarter of 2025 was $660.8, or 27.4% of net sales, compared to $286.2, or 22.6% of net sales, for the first quarter of 2024.

The increase in operating margin for the Communications Solutions segment for the first quarter of 2025 relative to the comparable period in 2024 was primarily driven by strong operating leverage on the significantly higher organic sales volumes.

Operating income for the Interconnect and Sensor Systems segment for the first quarter of 2025 was $204.5, or 18.1% of net sales, compared to $195.4, or 18.2% of net sales, for the first quarter of 2024.

Interest expense for the first quarter of 2025 was $76.5, compared to $38.1 for the first quarter of 2024.

The increase in interest expense for the first quarter of 2025 was primarily driven by higher average borrowing levels from the April Senior Notes and October Senior Notes issuances, as well as the USCP Notes issued during the quarter, primarily intended to fully or partially fund acquisitions, including the acquisition of the Andrew Business.

Provision for income taxes for the first quarter of 2025 was at an effective tax rate of 22.7%, compared to 16.7%, for the first quarter of 2024.

Various items incurred in the first quarter of 2025 and 2024 impacted the effective tax rate and earnings per share by the amounts noted in the table below.

For the first quarter of 2025 and 2024, these items included excess tax benefits resulting from stock option exercise activity.

For the first quarter of 2025, the effective tax rate was further impacted by the tax effect of the aforementioned acquisition-related expenses incurred during the period.

For the first quarter of 2024, the effective tax rate was further impacted by a discrete tax benefit related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S.

dollar for the first six months of 2025 had the effect of decreasing sales by $0.8 relative to the comparable period in 2024.

Selling, general and administrative expenses (“SG&A”) were $622.5, or 11.0% of net sales, and $1,197.7, or 11.4% of net sales, for the second quarter and first six months of 2025, compared to $444.3, or 12.3% of net sales, and $848.4, or 12.4% of net sales, for the second quarter and first six months of 2024, respectively.

Approximately half of the increase in SG&A expenses when compared to the second quarter and first six months of 2024 is related to acquisitions closed in the prior 12 months.

Administrative expenses represented approximately 4.5% and 4.6% of net sales for the second quarter and first six months of 2025, respectively, and represented approximately 4.9% of net sales for both the second quarter and first six months of 2024.

Research and development expenses represented approximately 2.7% and 2.8% of net sales for the second quarter and first six months of 2025, respectively, and represented approximately 3.0% of net sales for both the second quarter and first six months of 2024.

Selling and marketing expenses represented approximately 3.8% and 4.0% of net sales for the second quarter and first six months of 2025, respectively, and represented approximately 4.3% and 4.5% of net sales for the second quarter and first six months of 2024, respectively.

Operating income was $1,418.8, or 25.1% of net sales, and $2,443.6, or 23.4% of net sales, for the second quarter and first six months of 2025, respectively, compared to $698.8, or 19.4% of net sales, and $1,383.7, or 20.2% of net sales, for the second quarter and first six months of 2024, respectively.

Operating income for the second quarter and first six months of 2025 includes $28.9 and $133.8 of acquisition-related expenses, respectively, comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the acquisition of the Andrew Business and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $12.0 and $56.0, respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $16.9 and $77.8, respectively, associated with the acquisition of the Andrew Business (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Operating income for both the second quarter and first six months of 2024 includes $70.0 of acquisition-related expenses (presented separately in the Condensed Consolidated Statements of Income) comprised of external transaction costs related to acquisitions.

For the second quarter and first six months of 2025, the acquisition-related expenses had the effect of decreasing net income by $24.1, or $0.02 per share, and $106.3, or $0.08 per share, respectively, while for the second quarter and first six months of 2024, the acquisition-related expenses had the effect of decreasing net income by $59.9, or $0.05 per share, in both periods, as shown in the tables below.

Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined in the “Non-GAAP Financial Measures” section below, were $1,447.7, or 25.6% of net sales, and $768.8, or 21.3% of net sales, for the three months ended June 30, 2025 and 2024, respectively.

Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin were 2,577.4, or 24.6% of net sales, and $1,453.7, or 21.2% of net sales, for the six months ended June 30, 2025 and 2024, respectively.

The increases in Adjusted Operating Income and Adjusted Operating Margin for both the second quarter and first six months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating performance on the higher sales volumes, slightly offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Operating income for the Harsh Environment Solutions segment for the second quarter and first six months of 2025 was $363.7, or 25.2% of net sales, and $674.9, or 24.9% of net sales, respectively, compared to $259.6, or 24.8% of net sales, and $504.1, or 25.7% of net sales, for the second quarter and first six months of 2024, respectively.

The increase in operating margin for the Harsh Environment Solutions segment for the second quarter of 2025 relative to the comparable period in 2024 was driven by normal operating leverage on the higher organic sales volumes.

The decrease in operating margin for the Harsh Environment Solutions segment for the first six months of 2025 relative to the comparable period in 2024 was driven by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Operating income for the Communications Solutions segment for the second quarter and first six months of 2025 was $890.7, or 30.6% of net sales, and $1,551.5, or 29.1% of net sales, respectively, compared to $350.6, or 24.3% of net sales, and $636.8, or 23.5% of net sales, for the second quarter and first six months of 2024, respectively.

The increases in operating margin for the Communications Solutions segment for the second quarter and first six months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating leverage on the significantly higher organic sales volumes.

Operating income for the Interconnect and Sensor Systems segment for the second quarter and first six months of 2025 was $252.3, or 19.5% of net sales, and $456.8, or 18.8% of net sales, respectively, compared to $203.3, or 18.2% of net sales, and $398.7, or 18.2% of net sales, for the second quarter and first six months of 2024, respectively.

The increases in operating margin for the Interconnect and Sensor Systems segment for the second quarter and first six months of 2025 relative to the comparable periods in 2024 were primarily driven by normal operating leverage on the higher organic sales volumes.

Interest expense for the second quarter and first six months of 2025 was $80.9 and $157.4, respectively, compared to $56.3 and $94.4 for the second quarter and first six months of 2024, respectively.

The increases in interest expense for both the second quarter and first six months of 2025 were primarily driven by higher average borrowing levels from the issuances of the 2028 Senior Notes, the 2032 Euro Notes, the April Senior Notes and the October Senior Notes, as well as the USCP Notes (all as defined below) issued during the periods, which were primarily intended to fully or partially fund acquisitions, including the acquisition of the Andrew Business, as well as for other general corporate purposes.

Provision for income taxes for the second quarter and first six months of 2025 was at an effective tax rate of 18.3% and 20.2%, respectively.

Provision for income taxes for the second quarter and first six months of 2024 was at an effective tax rate of 20.4% and 18.5%, respectively.

Various items incurred in the second quarter and first six months of 2025 and 2024 impacted the effective tax rate and earnings per share by the amounts noted in the tables below.

For the second quarter and first six months of 2025 and 2024, these items included excess tax benefits resulting from stock option exercise activity.

For the second quarter and first six months of 2025 and 2024, the effective tax rate was further impacted by the tax effect of the aforementioned acquisition-related expenses incurred during the period.

For the first six months of 2024, the effective tax rate was further impacted by a discrete tax benefit related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S.

tax filing position.

Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 2, for the three months ended March 31, 2025 and 2024 was 24.5% and 24.0%, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results.

Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 2, for both the three and six months ended June 30, 2025 was 24.5%, and for both the three and six months ended June 30, 2024 was 24.0%, as reconciled in the tables below to the comparable effective tax rate based on GAAP results.

Refer to Note 6 of the Notes to Condensed Consolidated Financial Statements for further information related to income taxes.

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $737.8 and $0.58, respectively, for the first quarter of 2025, compared to $548.7 and $0.44, respectively, for the first quarter of 2024.

Excluding the effect of the items listed in the table below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section below within this Item 2, were $799.8 and $0.63, respectively, for the first quarter of 2025, compared to $500.4 and $0.40, respectively, for the first quarter of 2024.

The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S.

GAAP financial measures for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $1,091.3 and $0.86, respectively, for the second quarter of 2025, compared to $524.8 and $0.41, respectively, for the second quarter of 2024.

Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section below within this Item 2, were $1,030.1 and $0.81, respectively, for the second quarter of 2025, compared to $553.8 and $0.44, respectively, for the second quarter of 2024.

Net income attributable to Amphenol Corporation and Diluted EPS were $1,829.1 and $1.44, respectively, for the first six months of 2025, compared to $1,073.5 and $0.85, respectively, for the first six months of 2024.

Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $1,829.9 and $1.44, respectively, for the first six months of 2025, compared to $1,054.2 and $0.84, respectively, for the first six months of 2024.

The following tables reconcile Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S.

GAAP financial measures for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Reported (GAAP)

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Excess tax benefits related to stock-based compensation

Adjusted (non-GAAP) (2)

Six Months Ended June 30,

Reported (GAAP)

Amortization of acquisition-related inventory step-up costs

Acquisition-related expenses

Excess tax benefits related to stock-based compensation

Discrete tax items

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Liquidity and Cash Requirements

As of March 31, 2025 and December 31, 2024, the Company had cash, cash equivalents and short-term investments of $1,671.7 and $3,335.4, respectively, with the majority of the Company’s cash, cash equivalents and short-term investments on hand typically located outside of the United States.

However, as of December 31, 2024, more than half of the Company’s cash, cash equivalents and short-term investments on hand was located in the United States, primarily as a result of the proceeds from the issuance of the October Senior Notes, which were subsequently used to fund the acquisition of the Andrew Business.

As of June 30, 2025 and December 31, 2024, the Company had cash, cash equivalents and short-term investments of $3,226.4 and $3,335.4, respectively, with approximately 60% and 50% of the Company’s cash, cash equivalents and short-term investments on hand located outside of the United States as of June 30, 2025 and December 31, 2024, respectively.

The Company’s primary sources of liquidity are internally generated cash provided by operating activities, cash, cash equivalents and short-term investments on hand, as well as availability under the U.S.

Commercial Paper Program, the Euro Commercial Paper Program, and the Revolving Credit Facility.

The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed in 2024 in connection with the issuances of both the April Senior Notes and October Senior Notes), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations.

Commercial Paper Program, the Euro Commercial Paper Program, and the Revolving Credit Facility (all as defined below).

The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed during the three months ended June 30, 2025 in connection with the issuance of the 2028 Senior Notes and the 2032 Euro Notes, and in 2024 in connection with the issuances of both the April Senior Notes and October Senior Notes), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations.

The Company’s debt instruments are defined and discussed in more detail below within this Item 2.

Cash Requirements from Known Contractual and Other Obligations

The Company’s primary ongoing cash requirements will be for operating and working capital needs, capital expenditures, product development activities, repurchases of our Common Stock, dividends, debt service, payments associated with the one-time tax on the deemed repatriation of all of the Company’s pre-2018 accumulated unremitted earnings and profits of foreign subsidiaries (“Transition Tax”), of which the last annual installment will be paid in the second quarter of 2025, taxes due upon the repatriation of foreign earnings (which will be payable upon the repatriation of such earnings), funding of pension obligations, and other contractual obligations and commitments included in Item 7 of the 2024 Annual Report.

The Company’s primary ongoing cash requirements will be for operating and working capital needs, capital expenditures, product development activities, repurchases of our Common Stock, dividends, debt service, taxes due upon the repatriation of foreign earnings (which will be payable upon the repatriation of such earnings), funding of pension obligations, and other contractual obligations and commitments included in Item 7 of the 2024 Annual Report.

The Company may also use cash to fund all or part of the cost of future acquisitions, as has been the case in recent years with the Company’s various acquisitions, including the acquisition of CommScope’s Andrew Business, which closed on January 31, 2025.

The Company’s debt service requirements primarily consist of

principal and interest on the Company’s Senior Notes, and to the extent of any amounts outstanding, the Revolving Credit Facility and Commercial Paper Programs (all as defined below).

As of March 31, 2025, outstanding borrowings under the U.S.

Commercial Paper Program were at a weighted average floating interest rate of 4.57%, while there were no outstanding borrowings under the Revolving Credit Facility and Euro Commercial Paper Program.

The Company borrowed under the U.S.

Commercial Paper Program throughout much of the first quarter of 2025, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Andrew Business in January 2025, as discussed later within this Item 2.

The Company may make additional borrowings under any of its debt instruments in the future.

The Company’s debt service requirements primarily consist of principal and interest on the Company’s Senior Notes, and to the extent of any amounts outstanding, the Revolving Credit Facility and Commercial Paper Programs.

As of June 30, 2025 and December 31, 2024, the Company had no borrowings outstanding under the Revolving Credit Facility, U.S.

Commercial Paper Program and Euro Commercial Paper Program.

However, the Company borrowed under the U.S.

Commercial Paper Program throughout much of the first six months of 2025, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Andrew Business in January 2025, as discussed later within this Item 2.

Although all such borrowings were repaid before the end of the second quarter of 2025, the Company may make additional borrowings under any of its debt instruments in the future.

To the extent that interest rates change related to floating interest rate debt and the Company borrows under any of our floating interest rate instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly.

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The Company intends to indefinitely reinvest the remaining pre-2025 foreign earnings.

As of March 31, 2025, the Company has accrued the foreign and U.S.

As of June 30, 2025, the Company has accrued the foreign and U.S.

state and local taxes associated with the foreign earnings that it intends to repatriate.

The Company intends to evaluate future earnings for repatriation, and will accrue for those distributions where appropriate, and to indefinitely reinvest all other foreign earnings.

In addition, the Company will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2025, as permitted under the Tax Act.

In addition, the Company paid the balance of the Transition Tax, net of applicable tax credits and deductions, during the second quarter of 2025, as permitted under the Tax Cuts and Jobs Act (the “Tax Act”).

On July 4, 2025, the United States federal government enacted the tax and spending bill H.R.

This legislation contains changes to previously enacted provisions of the Internal Revenue Code and provides for extensions of certain expiring tax provisions included in the Tax Act.

The Company is evaluating its impact on our consolidated financial statements.

Cash Flow Summary

The following table summarizes the Company’s cash flows from operating, investing and financing activities for the three months ended March 31, 2025 and 2024, as reflected in the Condensed Consolidated Statements of Cash Flow:

Three Months Ended March 31,

The following table summarizes the Company’s cash flows from operating, investing and financing activities for the six months ended June 30, 2025 and 2024, as reflected in the Condensed Consolidated Statements of Cash Flow:

Six Months Ended June 30,

Net cash provided by operating activities

Net cash used in investing activities

Net cash used in financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Operating Activities

The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths.

Net cash provided by operating activities (“Operating Cash Flow”) was $764.9 in the first three months of 2025 compared to $599.5 in the first three months of 2024.

The increase in Operating Cash Flow for the first three months of 2025 compared to the first three months of 2024 is primarily due to the increase in net income, partially offset by a higher usage of cash related to the change in working capital.

In the first three months of 2025, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $271.3, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $333.5, inventories of $117.2 and prepaid expenses and other current assets of $110.9 , partially offset by increases in accounts payable of $167.7 and accrued liabilities, including income taxes, of $100.3.

In the first three months of 2024, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $73.9, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accounts payable of $69.9 and accrued

liabilities, including income taxes, of $52.3, and increases in prepaid expenses and other current assets of $20.3 and inventories of $15.1, partially offset by a decrease in accounts receivable of $83.7.

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at March 31, 2025 as compared to December 31, 2024.

Accounts receivable increased $632.4 to $3,920.3, primarily due to the higher sales in the first quarter of 2025 relative to the fourth quarter of 2024, along with the impact of the two acquisitions (collectively, the “2025 Acquisitions”) that closed during the first quarter of 2025 and the effect of translation from exchange rate changes (“Translation”) at March 31, 2025 compared to December 31, 2024.

Days sales outstanding at March 31, 2025 and December 31, 2024 were 69 days and 68 days, respectively.

Inventories increased $360.7 to $2,906.4, primarily due to the impact of the 2025 Acquisitions, along with the impact of higher sales in the first quarter of 2025 relative to the fourth quarter of 2024 and Translation .

Inventory days at March 31, 2025 and December 31, 2024 were both 80 days.

Prepaid expenses and other current assets increased $117.8 to $634.8, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2025 Acquisitions .

Property, plant and equipment, net, increased $143.1 to $1,854.9, primarily due to capital expenditures of $188.6 and the impact of the 2025 Acquisitions, partially offset by depreciation of $125.7.

Goodwill increased $1,038.1 to $9,274.3, primarily driven by goodwill recognized from the 2025 Acquisitions, in particular the acquisition of the Andrew Business .

Other intangible assets, net, increased $776.4 to $2,001.5, primarily due to the recognition of certain intangible assets related to the 2025 Acquisitions, in particular the acquisition of the Andrew Business, partially offset by the amortization associated with the Company’s current intangible assets.

Other long-term assets increased $57.1 to $638.2, primarily due to an increase in operating lease right-of-use assets resulting from new and renewed lease agreements entered into during the first three months of 2025 as well as acquired leases resulting from acquisitions.

Accounts payable increased $323.0 to $2,142.4, primarily due to incr eased purchasing activity related to the higher sales levels in the first quarter of 2025 relative to the fourth quarter of 2024, along with the impact of the 2025 Acquisitions and Translation.

Payable days at March 31, 2025 and December 31, 2024 were 59 days and 58 days, respectively.

Total accrued expenses, including accrued income taxes, increased $235.1 to $2,097.8, primarily as a result of increases in accrued income taxes, and various other accrued expenses, along with the impact of the 2025 Acquisitions, partially offset by a decrease in accrued salaries, wages and employee benefits.

Other long-term liabilities, including deferred tax liabilities, increased $102.8 to $988.9, primarily as a result of an increase in deferred tax liabilities resulting from the 2025 Acquisitions, along with an increase in long-term lease liabilities resulting from new and renewed lease agreements entered into during the first three months of 2025 as well as acquired leases resulting from acquisitions.

Net cash provided by operating activities (“Operating Cash Flow”) was $2,181.7 in the first six months of 2025 compared to $1,263.6 in the first six months of 2024.

The increase in Operating Cash Flow for the first six months of 2025 compared to the first six months of 2024 is primarily due to the increase in net income, partially offset by a higher usage of cash related to the change in working capital.

In the first six months of 2025, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $374.3, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $591.4, inventories of $277.3 and prepaid expenses and other current assets of $1 36.0, partially offset by increases in accounts payable of $360.7 and accrued liabilities, including income taxes, of $269.7.

In the first six months of 2024, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $69.8, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $141.9 and inventories of $23.5, and a decrease in accrued liabilities, including income taxes, of $14.9, partially offset by an increase in accounts payable of $115.5.

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at June 30, 2025 as compared to December 31, 2024.

Accounts receivable increased $983.0 to $4,270.9, primarily due to the higher sales in the second quarter of 2025 relative to the fourth quarter of 2024, along with the impact of the three acquisitions (collectively, the “2025 Acquisitions”) that closed during the first six months of 2025 and the effect of translation from exchange rate changes (“Translation”) at June 30, 2025 compared to December 31, 2024.

Days sales outstanding at June 30, 2025 and December 31, 2024 were both 68 days.

Inventories increased $591.4 to $3,137.1, primarily due to the impact of the 2025 Acquisitions, along with the impact of higher sales in the second quarter of 2025 relative to the fourth quarter of 2024 and Translation .

Inventory days at June 30, 2025 and December 31, 2024 were 78 days and 80 days, respectively.

Prepaid expenses and other current assets increased $147.1 to $664.1, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2025 Acquisitions and Translation .

Property, plant and equipment, net, increased $342.1 to $2,053.9, primarily due to capital expenditures of $485.7, the impact of the 2025 Acquisitions and Translation, partially offset by depreciation of $275.9.

Goodwill increased $1,415.1 to $9,651.3, primarily driven by goodwill recognized from the 2025 Acquisitions, in particular the acquisition of the Andrew Business and Translation .

Other intangible assets, net, increased $764.3 to $1,989.4, primarily due to the recognition of certain intangible assets related to the 2025 Acquisitions, in particular the acquisition of the Andrew Business and Translation, partially offset by the amortization associated with the Company’s current intangible assets.

Other long-term assets increased $94.2 to $675.3, primarily due to an increase in operating lease right-of-use assets resulting from new and renewed lease agreements entered into during the first six months of 2025 as well as acquired leases resulting from the 2025 Acquisitions and Translation.

Accounts payable increased $553.6 to $2,373.0, primarily due to incr eased purchasing activity related to the higher sales levels in the second quarter of 2025 relative to the fourth quarter of 2024, along with the impact of the 2025 Acquisitions and Translation.

Payable days at June 30, 2025 and December 31, 2024 were 59 days and 58 days, respectively.

Total accrued expenses, including accrued income taxes, increased $431.9 to $2,294.6, primarily as a result of increases in accrued salaries, wages and employee benefits and various other accrued expenses, along with the impact of the 2025 Acquisitions and Translation, partially offset by a decrease in accrued income tax payable.

Other long-term liabilities, including deferred tax liabilities, increased $304.0 to $1,190.1, primarily as a result of an increase in long-term lease liabilities resulting from new and renewed lease agreements entered into during the first six months of 2025 as well as acquired leases resulting from the 2025 Acquisitions, increases in various other long-term liabilities and Translation.

In addition to Operating Cash Flow, the Company also considers Free Cash Flow, a non-GAAP financial measure defined in the “Non-GAAP Financial Measures” section below, as a key metric in measuring the Company’s ability to generate cash.

The following table reconciles Free Cash Flow to its most directly comparable U.S.

GAAP financial measure for the three months ended March 31, 2025 and 2024.

The increase in Free Cash Flow was driven by an increase in Operating Cash Flow, as described above, partially offset by an increase in capital expenditures:

Three Months Ended March 31,

GAAP financial measure for the six months ended June 30, 2025 and 2024.

Six Months Ended June 30,

Operating Cash Flow (GAAP)

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Cash flows from investing activities primarily consist of cash flows associated with capital expenditures, proceeds from disposals of property, plant and equipment, net purchases (sales and maturities) of short- and long-term investments, and acquisitions.

Net cash used in investing activities was $2,352.6 in the first quarter of 2025, compared to $17.0 in the first quarter of 2024.

In the first quarter of 2025, net cash used in investing activities was primarily driven by the use of $2,172.2 to fund acquisitions and capital expenditures (net of disposals) of $184.5, partially offset by net sales and maturities of short-term investments of $4.1.

In the first quarter of 2024, net cash used in investing activities was primarily driven by capital expenditures (net of disposals) of $93.8, partially offset by net sales and maturities of short-term investments of $75.7.

The elevated capital expenditures for the first quarter of 2025 were driven by investments primarily in support of the growth in our IT datacom and defense markets.

We currently expect this elevated level of capital spending to continue in 2025 to support the significant growth we are experiencing related to artificial intelligence applications in our IT datacom market.

Net cash used in investing activities was $2,964.2 in the first six months of 2025, compared to $2,195.7 in the first six months of 2024.

In the first six months of 2025, net cash used in investing activities was primarily driven by the use of $2,483.2 to fund acquisitions and capital expenditures (net of disposals) of $480.0.

In the first six months of 2024, net cash used in investing activities was primarily driven by the use of $2,099.8 to fund acquisitions and capital expenditures (net of disposals) of $230.2, partially offset by net sales and maturities of short-term investments of $132.4.

The elevated capital expenditures for the first six months of 2025 were driven by investments primarily in support of the growth in our IT datacom and defense markets.

We currently expect this elevated level of capital spending to continue in 2025 to support the significant growth we are experiencing related to AI applications in our IT datacom market.

Financing Activities

Cash flows from financing activities primarily consist of cash flows associated with borrowings and repayments of the Company’s credit facilities and other long-term debt, repurchases of Common Stock, proceeds from stock option exercises, dividend payments, and distributions to and purchases of noncontrolling interests.

Net cash used in financing activities was $88.6 in the first quarter of 2025, compared to $176.2 in the first quarter of 2024.

In the first quarter of 2025, net cash used in financing activities was primarily driven by (i) redemption of the 2.050% Senior Notes of $400.0, (ii) dividend payments of $199.5, and (iii) repurchases of the Company’s Common Stock of $180.9, partially offset by (a) borrowings under the U.S.

Commercial Paper Program of $639.8, and (b) cash proceeds of $53.2 from the exercise of stock options .

In the first quarter of 2024, net cash used in financing activities was primarily driven by (i) repurchases of the Company’s Common Stock of $153.8, (ii) dividend payments of $131.7, (iii) payments of $2.9 related to debt financing costs associated with the Company’s amended and restated revolving credit facility in March 2024, and (iv) other debt repayments of $1.1, partially offset by cash proceeds of $113.3 from the exercise of stock options.

Net cash provided by financing activities was $612.3 in the first six months of 2025, compared to $743.4 in the first six months of 2024.

In the first six months of 2025, net cash provided by financing activities was primarily driven by net cash proceeds from borrowings of $1,430.0, primarily related to the issuance of the 2028 Senior Notes and the 2032 Euro Notes (both as defined below), and cash proceeds of $333.8 from the exercise of stock options, partially offset by (i) redemption of the 2.050% Senior Notes of $400.0, (ii) dividend payments of $399.1, (iii) repurchases of the Company’s Common Stock of $341.0, and (iv) payments of $9.1 related to debt financing costs associated with the Company’s issuances of the 2028 Senior Notes and the 2032 Euro Notes .

In the first six months of 2024, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $1,500.1, primarily related to the issuance of the April Senior Notes, and (ii) cash proceeds of $234.7 from the exercise of stock options, partially offset by (a) debt repayments of $351.8, primarily related to the redemption of the 3.20% Senior Notes in the second quarter of 2024, (b) repurchases of the Company’s Common Stock of $344.2, (c) dividend payments of $263.8, (d) distributions to and purchases of noncontrolling interests of $17.5, and (e) payments of $14.7 related to debt financing costs associated with the Company’s amended and restated Revolving Credit Facility in March 2024 as well as the issuances of the April Senior Notes.

The Company has significant flexibility to meet its financial commitments.

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The Company may utilize the Revolving Credit Facility for general corporate purposes.

As of March 31, 2025 and December 31, 2024, there were no outstanding borrowings under the revolving credit facility then in effect.

As of June 30, 2025 and December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility then in effect.

The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants.

On March 31, 2025, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

On June 30, 2025, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

The Company has a commercial paper program (the “U.S.

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Commercial Paper Program by $500.0.

As of March 31, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0.

As of June 30, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0.

The Company utilizes borrowings under the U.S.

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The Company borrowed under the U.S.

Commercial Paper Program throughout much of the first quarter of 2025, the proceeds of which were used for general corporate purposes, including, but not limited

to, partially funding the acquisition of the Andrew Business in January 2025.

The amount of USCP Notes outstanding as of March 31, 2025 was $638.9, with a weighted average interest rate of 4.57%.

As of December 31, 2024, there were no USCP Notes outstanding.

Before the end of the second quarter of 2025, the Company repaid all of its USCP Notes outstanding using proceeds from the 2028 Senior Notes and the 2032 Euro Notes.

As of June 30, 2025 and December 31, 2024, there were no USCP Notes outstanding.

The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S.

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The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions.

The Company did not borrow under the Euro Commercial Paper Program during the first quarter of 2025, and, as of March 31, 2025 and December 31, 2024, there were no ECP Notes outstanding.

The Company did not borrow under the Euro Commercial Paper Program during the first six months of 2025, and, as of June 30, 2025 and December 31, 2024, there were no ECP Notes outstanding.

Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time.

In conjunction with the Revolving Credit Facility, as of March 31, 2025, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $3,000.0 in the aggregate.

In conjunction with the Revolving Credit Facility, as of June 30, 2025, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $3,000.0 in the aggregate.

The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Revolving Credit Facility are available to repay Commercial Paper, if necessary.

The Company reviews its optimal mix of short-term and long-term debt regularly and may replace certain amounts of Commercial Paper, short-term debt and current maturities of long-term debt with new issuances of long-term debt in the future.

As of March 31, 2025, the Company has outstanding senior notes (the “Senior Notes”) as follows:

As of June 30, 2025, the Company has outstanding senior notes (the “Senior Notes”) as follows:

February 2030

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October 2028 (Euro Notes)

June 2032 (Euro Notes)

On June 12, 2025, the Company issued $750.0 aggregate principal amount of unsecured 4.375% Senior Notes due June 12, 2028 at 99.911% of face value (the “2028 Senior Notes”).

The 2028 Senior Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes.

Interest on the 2028 Senior Notes is payable semiannually on June 12 and December 12 of each year, commencing on December 12, 2025.

Prior to May 12, 2028, the Company may redeem, from time to time, some or all of the 2028 Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium.

On or after May 12, 2028, the Company may redeem, from time to time, the 2028 Senior Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption.

The Company used net proceeds from the 2028 Senior Notes to repay borrowings under the U.S.

Commercial Paper Program and for general corporate purposes.

On March 3, 2025, the Company used a combination of cash on hand and borrowings under the U.S.

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The Company used net proceeds from the April Senior Notes, together with a combination of cash on hand and borrowings under the U.S.

Commercial Paper Program, to fund the cash consideration for the CIT acquisition in May 2024, as discussed in

further detail in Note 11 of the accompanying Notes to Condensed Consolidated Financial Statements herein, along with the fees and expenses related thereto.

Commercial Paper Program, to fund the cash consideration for the CIT acquisition in May 2024, as discussed in further detail in Note 11 of the accompanying Notes to Condensed Consolidated Financial Statements herein, along with the fees and expenses related thereto.

On October 31, 2024, the Company issued three series of unsecured senior notes (collectively, the “October Senior Notes”):

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All of the Company’s outstanding senior notes in the United States (the “U.S.

Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes.

Interest on each series of U.S.

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Senior Notes at any time, subject to certain terms and conditions.

The Euro Issuer has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes” and, together with the U.S.

Senior Notes, the “Senior Notes”), each of which was issued with an aggregate principal amount of €500.0, with one series of the Euro Notes maturing in May 2026 and the other in October 2028.

The Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company.

Interest on each series of Euro Notes is payable annually.

The Company may, at its option, redeem some or all of either series of Euro Notes at any time, subject to certain terms and conditions.

On June 16, 2025, the Company issued €600.0 (approximately $685.9 at date of issuance) aggregate principal amount of unsecured 3.125% Senior Notes due June 16, 2032 at 99.247% of face value (the “2032 Euro Notes”).

The 2032 Euro Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes.

Interest on the 2032 Euro Notes is payable annually on June 16 of each year, commencing on June 16, 2026.

Prior to March 16, 2032, the Company may redeem, from time to time, some or all of the 2032 Euro Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium.

On or after March 16, 2032, the Company may redeem, from time to time, the 2032 Euro Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption.

The Company used net proceeds from the 2032 Euro Notes to repay borrowings under the U.S.

Commercial Paper Program and for general corporate purposes.

The Euro Issuer has two outstanding unsecured senior notes issued in Europe (the “Existing Euro Notes”, together with the 2032 Euro Notes, the “Euro Notes” and, together with the U.S.

Senior Notes, the “Senior Notes”), each of which was issued with an aggregate principal amount of €500.0, with one series of the Existing Euro Notes maturing in May 2026 and the other in October 2028.

The Existing Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company.

Interest on each series of Existing Euro Notes is payable annually.

The Company may, at its option, redeem some or all of either series of Existing Euro Notes at any time, subject to certain terms and conditions.

The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.

On March 31, 2025, the Company was in compliance with all requirements under its Senior Notes.

On June 30, 2025, the Company was in compliance with all requirements under its Senior Notes.

Refer to Note 4 of the Notes to Condensed Consolidated Financial Statements for further information related to the Company’s debt.

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The 2024 Stock Repurchase Program became effective on April 29, 2024.

During the three months ended March 31, 2025, the Company repurchased 2.7 million shares of its Common Stock for $180.9 under the 2024 Stock Repurchase Program.

All of the repurchased shares during the first three months of 2025 were retired by the Company.

From April 1, 2025 to April 22, 2025, the Company repurchased 0.7 million additional shares of its Common Stock for $43.9, and, as of April 22, 2025, the Company has remaining authorization to purchase up to $1,311.6 of its Common Stock under the 2024 Stock Repurchase Program.

During the three and six months ended June 30, 2025, the Company repurchased 2.0 million and 4.7 million shares of its Common Stock for $160.1 and $341.0, respectively, under the 2024 Stock Repurchase Program.

All of the repurchased shares during the first six months of 2025 were retired by the Company.

From July 1, 2025 to July 22, 2025, the Company repurchased 0.4 million additional shares of its Common Stock for $39.5, and, as of July 22, 2025, the Company has remaining authorization to purchase up to $1,155.8 of its Common Stock under the 2024 Stock Repurchase Program.

The timing and amount of any future repurchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.

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On July 23, 2024, the Board approved an increase to the Company’s quarterly dividend rate from $0.11 per share to $0.165 per share, effective with dividends declared in the third quarter of 2024, contingent upon declaration by the Board.

The following table summarizes the declared quarterly dividends per share as well as the dividends declared and paid during the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

The following table summarizes the declared quarterly dividends per share as well as the dividends declared and paid during the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

Dividends declared per share

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Dividends paid (including those declared in the prior year)

During the three months ended March 31, 2025, the Company completed two acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope, for approximately $2,172.2, net of cash acquired.

The Andrew Business has been included in the Communications Solutions segment, and the other acquisition has been included in the Harsh Environment Solutions segment.

During the six months ended June 30, 2025, the Company completed three acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope, for approximately $2,483.2, net of cash acquired.

The Andrew Business has been included in the Communications Solutions segment, and the other two acquisitions have been included in the Harsh Environment Solutions segment.

The 2025 Acquisitions were each funded using cash on hand, proceeds from the October Senior Notes, borrowings under the U.S.

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Acquisition-related expenses

During the three months ended March 31, 2025, the Company incurred $104.9 ($82.1 after-tax) of acquisition-related expenses, comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the acquisition of the Andrew Business and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $44.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $60.9 associated with the acquisition of the Andrew Business (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income) .

During the three and six months ended June 30, 2025, the Company incurred $28.9 ($24.1 after-tax) and $133.8 ($106.3 after-tax), respectively, of acquisition-related expenses, comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the acquisition of the Andrew Business and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $12.0 and $56.0, respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $16.9 and $77.8, respectively, associated with the acquisition of the Andrew Business (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income) .

Environmental Matters

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The reconciliations of these non-GAAP financial measures to the most directly comparable U.S.

GAAP financial measures for the three months ended March 31, 2025 and 2024 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 2:

GAAP financial measures for the three and six months ended June 30, 2025 and 2024 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 2:

● Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with U.S.

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Free Cash Flow is an important liquidity measure for the Company, as we believe it is useful for management and investors to assess our ability to generate cash, as well as to assess how much cash can be used to reinvest in the growth of the Company or to return to stockholders through either stock repurchases or dividends.

● Organic Net Sales Growth is defined as the period-over-period percentage change in net sales growth resulting from operating volume and pricing changes and excludes the impact of (i) changes in foreign currency exchange rates (described above), which is outside the control of the Company, and (ii) acquisitions, both of which are taken as a percentage of the respective prior period(s) net sales.

● Organic Net Sales Growth is defined as the period-over-period percentage change in net sales growth resulting from operating volume, pricing changes and sales mix and excludes the impact of (i) changes in foreign currency exchange rates (described above), which is outside the control of the Company, and (ii) acquisitions, both of which are taken as a percentage of the respective prior period(s) net sales.

The acquisition impact represents the percentage impact on net sales resulting from acquisitions that have not been included in the Company's consolidated results for the full current period(s) and/or prior comparable period(s) presented.

6 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis