AMPHENOL CORP DE

Previous wording

The following discussion and analysis of the financial condition and results of operations for the three and nine months ended September 30, 2024 and 2023 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, 2023 (the “2023 Annual Report”). The Condensed Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). The following discussion and analysis also includes references to certain non-GAAP financial measures, which are defined in the “Non-GAAP Financial Measures” section below, including “Constant Currency Net Sales Growth” and “Organic Net Sales Growth.” For purposes of the following discussion, the terms “constant currencies” and “organically” have the same meaning, respectively, as these aforementioned non-GAAP financial measures. 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.

Current wording

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 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”). The Condensed Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). The following discussion and analysis also includes references to certain non-GAAP financial measures, which are defined in the “Non-GAAP Financial Measures” section below, including “Constant Currency Net Sales Growth” and “Organic Net Sales Growth.” For purposes of the following discussion, the terms “constant currencies” and “organically” have the same meaning, respectively, as these aforementioned non-GAAP financial measures. 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.

Previous wording

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. All current and 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.

Current wording

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.

Previous wording

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity, effective tax rate, interest rates, the expected timing for the closing of certain acquisitions or other matters. Although the Company believes the expectations reflected in all forward-looking statements are based upon reasonable assumptions, the expectations may not be attained or there may be material deviation. Readers and investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. There are risks and uncertainties that could cause actual results to differ materially from these forward-looking statements, which include, but are not limited to, the following: political, economic, military and other risks related to operating in countries outside the United States, as well as changes in general economic conditions, geopolitical conditions, U.S. trade policies (including, but not limited to, sanctions) and other factors beyond the Company’s control; uncertainties associated with an economic slowdown or recession in any of the Company’s end markets that could negatively affect the financial condition of our customers and could result in reduced demand; risks and impacts associated with adverse public health developments, including epidemics and pandemics; risks associated with our inability to obtain certain raw materials and components, as well as the increasing cost of certain of the Company’s raw materials and components; cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to our information technology systems, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks, that continue to expand and evolve, including through the use of artificial intelligence and machine learning, which could, among other things, impair our information technology systems and disrupt business operations, result in reputational damage that may cause the loss of existing or future customers, loss of our intellectual property, the loss of or inability to access confidential information and critical business, financial or other data, and/or cause the release of highly sensitive confidential or personal information, and potentially lead to litigation and/or governmental investigations, fines and other penalties, among other risks, and risks and impacts associated with an increasingly demanding regulatory environment surrounding information security and privacy, including additional fines, penalties and costs; negative impacts caused by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming; risks associated with the increasing scrutiny and expectations …

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Current wording

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity, effective tax rate, interest rates, the expected timing for the closing of certain acquisitions or other matters. Although the Company believes the expectations reflected in all forward-looking statements are based upon reasonable assumptions, the expectations may not be attained or there may be material deviation. Readers and investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. There are risks and uncertainties that could cause actual results to differ materially from these forward-looking statements, which include, but are not limited to, the following: political, economic, military and other risks related to operating in countries outside the United States, as well as changes in general economic conditions, geopolitical conditions, U.S. and other countries’ trade policies, export control laws, sanctions, legislation, treaties and tariffs and other factors beyond the Company’s control; uncertainties associated with an economic slowdown or recession in any of the Company’s end markets that could negatively affect the financial condition of our customers and could result in reduced demand; risks and impacts associated with adverse public health developments, including epidemics and pandemics; risks associated with our inability to obtain certain raw materials and components, as well as the increasing cost of certain of the Company’s raw materials and components; cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to our information technology systems, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks, that continue to expand and evolve, including through the use of artificial intelligence and machine learning, which could, among other things, impair our information technology systems and disrupt business operations, result in reputational damage that may cause the loss of existing or future customers, loss of our intellectual property, the loss of or inability to access confidential information and critical business, financial or other data, and/or cause the release of highly sensitive confidential or personal information, and potentially lead to litigation and/or governmental investigations, fines and other penalties, among other risks, and risks and impacts associated with an increasingly demanding regulatory environment surrounding information security and privacy, including additional fines, penalties and other related costs; negative impacts caused by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming; risk…

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Previous wording

A further description of these uncertainties and other risks can be found in the 2023 Annual Report, Quarterly Reports on Form 10-Q and the Company’s other reports filed with the Securities and Exchange Commission. 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. The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.

Current wording

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. The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.

Previous wording

●Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, mobile networks and information technology and data communications end markets.

Current wording

●Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, communications networks and information technology and data communications end markets.

Previous wording

●Communications Solutions – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other products, together with antennas, for use in the information technology and data communications, mobile devices, industrial, mobile networks, broadband communications, automotive, commercial aerospace and defense end markets.

Current wording

●Communications Solutions – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other products, coaxial and high-speed cable, as well as antennas, for use in the information technology and data communications, mobile devices, industrial, communications networks, automotive, commercial aerospace and defense end markets.

Previous wording

●Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, mobile networks, defense and commercial aerospace end markets.

Current wording

●Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, communications networks, defense and commercial aerospace end markets.

Previous wording

The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as Pillar Two, provides guidance for a global minimum tax. This guidance lays out a common approach for adopting the global minimum tax and enacting local legislation codifying the provisions that all 142 countries in the Inclusive Framework agreed to by consensus. The European Union (“EU”) member states have agreed to adopt these rules in two stages. The first component became effective on January 1, 2024, and the second component will become effective January 1, 2025. Non-EU countries have enacted or are expected to enact legislation on a similar timeline. Certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework, while several other countries are expected to also implement similar legislation with varying effective dates in the future. When and how this framework is adopted or enacted by the various countries in which we do business will increase tax complexity and may increase uncertainty and adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions. The Company has done a preliminary review of currently enacted legislation. The initial implementation did not have a material impact on the Company’s condensed consolidated financial statements during the three and nine months ended September 30, 2024, 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.

Current wording

The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as Pillar Two, provides guidance for a global minimum tax. This guidance lays out a common approach for adopting the global minimum tax and enacting local legislation codifying the provisions that all 142 countries in the Inclusive Framework agreed to by consensus. The European Union (“EU”) member states have agreed to adopt these rules in two stages. The first component became effective on January 1, 2024, and the second component became effective January 1, 2025. Non-EU countries have enacted or are expected to enact legislation on a similar timeline. Certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework, while several other countries are expected to also implement similar legislation with varying effective dates in the future. When and how this framework is adopted or enacted by the various countries in which we do business will increase tax complexity and may increase uncertainty and adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions. 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. 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.

Previous wording

Three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023

Current wording

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

Previous wording

Net sales were $4,038.8 in the third quarter of 2024 compared to $3,199.2 in the third quarter of 2023, representing an increase of 26% in U.S. dollars, 26% in constant currencies and 15% organically (excluding both currency and acquisition impacts), compared to the prior year period. The increase in net sales in the third quarter of 2024 was primarily driven by strong organic growth in the Communications Solutions segment and moderate organic growth in the Interconnect and Sensor Systems segment and Harsh Environment Solutions segment, along with contributions from the Company’s acquisition program, as described below. From an end market standpoint, the increase in net sales in the third quarter of 2024 relative to the prior year period was driven by strong organic growth in the information technology and data communications (“IT datacom”), mobile devices, mobile networks and commercial aerospace markets and moderate growth in the defense market, along with contributions from the Company’s acquisition program, partially offset by an organic decline in the broadband communications market.

Current wording

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. dollars, 49% in constant currencies and 33% 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.

Previous wording

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 and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023:

Current wording

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:

Previous wording

The comparatively weaker U.S. dollar for the third quarter of 2024 had the effect of increasing sales by approximately $9.2 for such period, relative to the comparable period in 2023. The comparatively stronger U.S. dollar for the first nine months of 2024 had the effect of decreasing sales by approximately $34.9 for such period, relative to the comparable period in 2023.

Current wording

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.

Previous wording

Selling, general and administrative expenses were $492.0, or 12.2% of net sales, and $1,340.4, or 12.3% of net sales, for the third quarter and first nine months of 2024, respectively, compared to $381.6, or 11.9% of net sales, and $1,095.7, or 11.9% of net sales, for the third quarter and first nine months of 2023, respectively. The increases in selling, general and administrative expenses as a percentage of net sales in the third quarter and first nine months of 2024 were primarily driven by the effect of acquisitions, which currently have higher selling, general and administrative expenses as a percentage of net sales compared to the Company average. Administrative expenses represented approximately 5.0% and 4.9% of net sales for the third quarter and first nine months of 2024, respectively, and represented approximately 4.9% and 4.8% of net sales for the third quarter and first nine months of 2023, respectively. Research and development expenses represented approximately 3.1% and 3.0% of net sales for the third quarter and first nine months of 2024, respectively, and represented approximately 2.7% of net sales for both the third quarter and first nine months of 2023. Selling and marketing expenses represented approximately 4.1% and 4.3% of net sales for the third quarter and first nine months of 2024, respectively, and represented approximately 4.3% of net sales for both the third quarter and first nine months of 2023.

Current wording

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.

Previous wording

Operating income was $819.5, or 20.3% of net sales, and $2,203.2, or 20.2% of net sales, for the third quarter and first nine months of 2024, respectively, compared to $657.9, or 20.6% of net sales, and $1,869.6, or 20.3% of net sales, for the third quarter and first nine months of 2023, respectively. Operating income for the third quarter and the first nine months of 2024 includes $63.6 and $133.6, respectively, of acquisition-related expenses, comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the Carlisle Interconnect Technologies (“CIT”) acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $45.4 and $115.4, respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs in the third quarter of 2024 of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income). Operating income for the third quarter of 2023 included $9.0 of acquisition-related expenses, comprised of external transaction costs related to acquisitions. Operating income for the first nine months of 2023 included $18.4 of acquisition-related expenses, comprised of external transaction costs incurred in the second and third quarters of 2023, as well as the amortization related to the value associated with acquired backlog resulting from an acquisition that closed in the first quarter of 2023. Acquisition-related expenses during the three and nine months ended September 30, 2023 are presented separately in the Condensed Consolidated Statements of Income. For the three and nine months ended September 30, 2024, the acquisition-related expenses had the effect of decreasing net income by $49.8, or $0.04 per share, and $109.7, or $0.09 per share, respectively, while for the three and nine months ended September 30, 2023, the acquisition-related expenses had the effect of decreasing net income by $8.4, or $0.01 per share, and $16.2, or $0.01 per share, respectively, 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 $883.1, or 21.9% of net sales, and $666.9, or 20.8% of net sales, for the three months ended September 30, 2024 and 2023, respectively. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin were $2,336.8, or 21.4% of net sales, and $1,888.0, or 20.5% of net sales, for the nine months ended September 30, 2024 and 2023, respectively. The increases in Adjusted Operating Income and Adjusted Operating Margin for both the third quarter and first nine months of 2024 relative to the comparable periods in 2023 were primarily driven by strong operating performa…

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Current wording

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).

Previous wording

Operating income for the Interconnect and Sensor Systems segment for the third quarter and first nine months of 2024 was $217.6, or 18.8% of net sales, and $616.3, or 18.4% of net sales, respectively, compared to $188.9, or 18.3% of net sales, and $553.6, or 18.3% of net sales, for the third quarter and first nine months of 2023, respectively. The modest increases in operating margin for the Interconnect and Sensor Systems segment for both the third quarter and first nine months of 2024 relative to the comparable periods in 2023 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 twelve months that are currently operating below the average operating margin of the Company.

Current wording

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.

Previous wording

Operating income for the Harsh Environment Solutions segment for the third quarter and first nine months of 2024 was $283.7, or 23.8% of net sales, and $787.8, or 25.0% of net sales, respectively, compared to $239.1, or 26.9% of net sales, and $705.7, or 26.8% of net sales, for the third quarter and first nine months of 2023, respectively. The decreases in operating margin for the Harsh Environment Solutions segment for both the third quarter and first nine months of 2024 relative to the comparable periods in 2023 were primarily driven by the negative impact on operating margin related to acquisitions completed within the prior twelve months, particularly the CIT acquisition, that are currently operating below the average operating margin of the Company.

Current wording

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.

Previous wording

Interest expense for the third quarter and first nine months of 2024 was $55.7 and $150.1, respectively, compared to $33.6 and $104.5 for the third quarter and first nine months of 2023, respectively. The increases in interest expense for both the third quarter and first nine months of 2024 were driven by higher average borrowing levels, primarily intended to fully or partially fund acquisitions, including the CIT acquisition, along with the higher interest rate environment.

Current wording

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.

Previous wording

Provision for income taxes for the third quarter and first nine months of 2024 was at an effective tax rate of 21.4% and 19.6%, respectively. Provision for income taxes for the third quarter and first nine months of 2023 was at an effective tax rate of 18.2% and 20.3%, respectively. Various items incurred in the third quarter and first nine months of 2024 and 2023 had an impact on the Company’s effective tax rate and earnings per share, which impacted the effective tax rate and earnings per share by the amounts noted in the tables below. For the third quarter and first nine months of 2024 and 2023, these items included excess tax benefits resulting from stock option exercise activity, along with the tax effect of the aforementioned acquisition-related expenses incurred during each period. In addition, for the first nine 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. For the first nine months of 2023, the effective tax rate was further impacted bythe gain from the bargain purchase acquisition that closed in the second quarter of 2023. 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 nine months ended September 30, 2024 and 2023 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.

Current wording

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

Previous wording

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $604.4 and $0.48, respectively, for the third quarter of 2024, compared to $513.9 and $0.41, respectively, for the third quarter of 2023. 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 $632.8 and $0.50, respectively, for the third quarter of 2024, compared to $484.0 and $0.39, respectively, for the third quarter of 2023. Net income attributable to Amphenol Corporation and Diluted EPS were $1,677.8 and $1.33, respectively, for the first nine months of 2024, compared to $1,413.6 and $1.14, respectively, for the first nine months of 2023. Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $1,686.9 and $1.34, respectively, for the first nine months of 2024, compared to $1,357.1 and $1.09, respectively, for the first nine months of 2023.

Current wording

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.

Previous wording

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 nine months ended September 30, 2024 and 2023:

Current wording

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:

Previous wording

As of September 30, 2024 and December 31, 2023, the Company had cash, cash equivalents and short-term investments of $1,583.3 and $1,660.2, respectively, with the majority of the Company’s cash, cash equivalents and short-term investments on hand located outside of the United States.

Current wording

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.

Previous wording

The Company’s primary sources of liquidity are internally generated cash provided by operating activities, our 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 early April 2024 in connection with the issuance of the New 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.

Current wording

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

Previous wording

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”), which is payable in annual installments until 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 2023 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 CIT in May 2024. 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 September 30, 2024 and December 31, 2023, 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 nine months of 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of CIT in May 2024, as discussed later within this Item 2. Although all such borrowings were repaid before the end of the third quarter of 2024, the Company may make additional borrowings under any of its debt instruments in the future. Although the federal funds rate has increased in recent years, causing the floating interest rates related to our U.S. Commercial Paper Program (as well as our Revolving Credit Facility, to the extent drawn upon in the future) to also increase substantially, the U.S. Federal Reserve recently lowered the federal funds rate modestly in September of 2024. To the extent that interest rates related to this floating rate debt decrease further and the Company borrows under any of these floating interest rate instruments in the future (and consistent with current year levels), interest expense and interest payments would decrease. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows for the remainder of 2024, there can be no assurance that interest rates will not change significantly from current levels.

Current wording

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. 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. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows for the remainder of 2025, there can be no assurance that interest rates will not change significantly from current levels.

Previous wording

The Company has previously indicated an intention to repatriate most of its pre-2024 accumulated earnings and has accrued the foreign and U.S. state and local taxes, if applicable, on those earnings, as appropriate. The associated tax payments are due as the repatriations are made. The Company intends to indefinitely reinvest the remaining pre-2024 foreign earnings. As of September 30, 2024, 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 2025, as permitted under the Tax Act.

Current wording

The Company has previously indicated an intention to repatriate most of its pre-2025 accumulated earnings and has accrued the foreign and U.S. state and local taxes, if applicable, on those earnings, as appropriate. The associated tax payments are due as the repatriations are made. 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. 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.

Previous wording

The following table summarizes the Company’s cash flows from operating, investing and financing activities for the nine months ended September 30, 2024 and 2023, as reflected in the Condensed Consolidated Statements of Cash Flow:

Current wording

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:

Previous wording

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 $1,967.6 in the first nine months of 2024 compared to $1,686.9 in the first nine months of 2023. The increase in Operating Cash Flow for the first nine months of 2024 compared to the first nine months of 2023 is primarily due to the increase in net income, partially offset by a higher usage of cash related to the change in working capital.

Current wording

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.

Previous wording

In the first nine months of 2024, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $197.6, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $358.9, inventories of $186.0 and prepaid expenses and other current assets of $83.2, partially offset by increases in accounts payable of $319.2 and accrued liabilities, including income taxes, of $111.3. In the first nine months of 2023, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $81.2, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accrued liabilities, including income taxes, of $90.3 and accounts payable of $88.1, and an increase in prepaid expenses and other current assets of $17.2, partially offset by decreases in accounts receivable of $83.8 and inventories of $30.6.

Current wording

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

Previous wording

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at September 30, 2024 as compared to December 31, 2023. Accounts receivable increased $511.9 to $3,130.3, primarily due to the higher sales in the third quarter of 2024 relative to the fourth quarter of 2023, along with theimpact of the two acquisitions (the “2024 Acquisitions”) that closed during the first nine months of 2024 andthe effect of translation from exchange rate changes (“Translation”) at September 30, 2024 compared to December 31, 2023. Days sales outstanding at September 30, 2024 and December 31, 2023 were 69 days and 70 days, respectively. Inventories increased $411.7 to $2,578.8, primarily due to the impact of the 2024 Acquisitions, along with the impact of higher sales in the third quarter of 2024 relative to the fourth quarter of 2023 and Translation. Inventory days at September 30, 2024 and December 31, 2023 were 87 days and 85 days, respectively. Prepaid expenses and other current assets increased $90.8 to $480.4, primarily due toincreases in various prepaid expenses and other current receivables, along with the impact of the 2024 Acquisitions. Property, plant and equipment, net, increased $356.2 to $1,670.9, primarily due to capital expenditures of $465.6 andthe impact of the 2024 Acquisitions, partially offset bydepreciation of $276.9. Goodwill increased $1,259.7 to $8,352.1, primarily driven bygoodwill recognized from the 2024 Acquisitions, in particular the CIT acquisition. Other intangible assets, net, increased $412.2 to $1,247.0, primarily due tothe recognition of certain intangible assets related to the 2024 Acquisitions, in particular the CIT acquisition, partially offset bythe amortization associated with the Company’s current intangible assets as well as measurement period adjustments related to certain intangible assets associated with acquisitions that closed late in 2023. Other long-term assets increased $93.6 to $542.8, primarily due to an increase in operating lease right-of-use assets resulting from new and renewed lease agreements entered into during the first nine months of 2024 as well as acquired leases resulting from acquisitions. Accounts payable increased $412.1 to $1,763.0, primarily due toincr eased purchasing activity related to the higher sales levels in the third quarter of 2024 relative to the fourth quarter of 2023, along withthe impact of the 2024 Acquisitions and Translation. Payable days at September 30, 2024 and December 31, 2023 were 59 days and 55 days, respectively. Total accrued expenses, including accrued income taxes, increased $287.6 to $1,735.6, primarily as a result ofincreases in accrued salaries, wages and employee benefits and various other accrued expenses, along with the impact of the 2024 Acquisitions, partially offset by adecrease in accrued income taxes. Other long-term liabilities, including deferred tax liabilities, increased $108.0 to $928.7…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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 theimpact of the two acquisitions (collectively, the “2025 Acquisitions”) that closed during the first quarter of 2025 andthe 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 toincreases 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 andthe impact of the 2025 Acquisitions, partially offset bydepreciation of $125.7. Goodwill increased $1,038.1 to $9,274.3, primarily driven bygoodwill 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 tothe recognition of certain intangible assets related to the 2025 Acquisitions, in particular the acquisition of the Andrew Business, partially offset bythe 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 toincr eased purchasing activity related to the higher sales levels in the first quarter of 2025 relative to the fourth quarter of 2024, along withthe 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 ofincreases 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 inc…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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 nine months ended September 30, 2024 and 2023. 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:

Current wording

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:

Previous wording

Net cash used in investing activities was $2,398.2 in the first nine months of 2024, compared to $704.4 in the first nine months of 2023. In the first nine months of 2024, net cash used in investing activities was primarily driven by theuse of $2,099.8 to fund acquisitions and capital expenditures (net of disposals) of $458.5, partially offset by net sales and maturities of short-term investments of $161.0. In the first nine months of 2023, net cash used in investing activities was primarily driven by the use of $292.6 to fund acquisitions, capital expenditures (net of disposals) of $265.7, and net purchases of short-term and long-term investments of $151.0. The elevated capital expenditures for the third quarter and first nine months of 2024 were driven by investments primarily in support of the growth in our IT datacom and defense markets. We expect this elevated level of capital spending to continue for the fourth quarter of 2024.

Current wording

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 theuse 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.

Previous wording

Net cash provided by financing activities was $515.8 in the first nine months of 2024, compared to net cash used in financing activities of $822.4 in the first nine months of 2023. In the first nine 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 New Senior Notes (as defined below), and (ii) cash proceeds of $320.3 from the exercise of stock options, partially offset by (a) repurchases of the Company’s Common Stock of $520.4, (b) dividend payments of $396.2, (c) debt repayments of $353.7, primarily related to the redemption of the 3.20% Senior Notes in the second quarter of 2024, (d)distributions to and purchases of noncontrolling interests of $20.8, 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 New Senior Notes in April 2024, as discussed further below. In the first nine months of 2023, net cash used in financing activities was primarily driven by (i) net repayments of $632.6 related to the Company’s commercial paper programs, primarily the U.S. Commercial Paper Program, (ii) repurchases of the Company’s Common Stock of $469.8, (iii) dividend payments of $375.0, (iv) other debt repayments of $10.3, (v) distributions to and purchases of noncontrolling interests of $8.0, (vi) payments of $2.3 related to debt financing costs associated with the March 2023 issuance of the 2026 Senior Notes (as defined below), and (vii) a payment of $1.5 associated with the deferred purchase price related to an acquisition, partially offset by (a) net cash proceeds from borrowings of $354.0, primarily related to the issuance of the 2026 Senior Notes, and (b) cash proceeds of $323.1 from the exercise of stock options.

Current wording

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.

Previous wording

The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which the Company may issue short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) in one or more private placements in the United States. On March 21, 2024, in conjunction with the increase in the capacity of the Revolving Credit Facility, the Company increased the borrowings available under its U.S. Commercial Paper Program by $500.0. As of September 30, 2024, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes. The Company borrowed under the U.S. Commercial Paper Program throughout much of the first nine months of 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of CIT in May 2024. Before the end of the third quarter of 2024, the Company repaid all of its USCP Notes then outstanding. As of September 30, 2024 and December 31, 2023, there were no USCP Notes outstanding.

Current wording

The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which the Company may issue short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) in one or more private placements in the United States. On March 21, 2024, in conjunction with the increase in the capacity of the Revolving Credit Facility, the Company increased the borrowings available under its U.S. 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. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes. 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

Previous wording

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. Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. The maximum aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. 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 nine months of 2024, and, as of September 30, 2024 and December 31, 2023, there were no ECP Notes outstanding.

Current wording

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. Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. The maximum aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. 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.

Previous wording

On April 1, 2024, the Company used cash on hand to repay the $350.0 aggregate principal amount of unsecured 3.20% Senior Notes due April 1, 2024 upon maturity.

Current wording

On March 3, 2025, the Company used a combination of cash on hand and borrowings under the U.S. Commercial Paper Program to repay the $400.0 aggregate principal amount of unsecured 2.050% Senior Notes due March 1, 2025 upon maturity.

Previous wording

On April 5, 2024, the Company issued three series of unsecured senior notes (collectively, the “New Senior Notes”): (i) $450.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2027 at 99.887% of face value (the “2027 Senior Notes”), (ii) $450.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2029 at 99.900% of face value (the “2029 Senior Notes”) and (iii) $600.0 aggregate principal amount of unsecured 5.250% Senior Notes due April 5, 2034 at 99.900% of face value (the “2034 Senior Notes”). The Company used net proceeds from the New 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.

Current wording

On April 5, 2024, the Company issued three series of unsecured senior notes (collectively, the “April Senior Notes”): (i) $450.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2027 at 99.887% of face value (the “Original 2027 Senior Notes”), (ii) $450.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2029 at 99.900% of face value (the “2029 Senior Notes”) and (iii) $600.0 aggregate principal amount of unsecured 5.250% Senior Notes due April 5, 2034 at 99.900% of face value (the “2034 Senior Notes”). 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

Previous wording

On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $2,000.0 of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program became effective on April 29, 2024. During the three and nine months ended September 30, 2024, the Company repurchased 2.7 million and 4.5 million shares of its Common Stock for $176.2 and $294.8, respectively, under the 2024 Stock Repurchase Program. Of the total repurchases made during the nine months ended September 30, 2024 under the 2024 Stock Repurchase Program, 1.8 million shares, or $118.6, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase. From October 1, 2024 to October 22, 2024, the Company repurchased 0.6 million additional shares of its Common Stock for $35.8, and, as of October 23, 2024, the Company has remaining authorization to purchase up to $1,669.4 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.

Current wording

On April 23, 2024, the Board authorized a stock repurchase program under which the Company may purchase up to $2,000.0 of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”). 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. 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.

Previous wording

On October 24, 2023, the Board approved an increase to the Company’s quarterly dividend rate from $0.105 per share to $0.11 per share, effective with dividends declared in the fourth quarter of 2023, and on July 23, 2024, the Board approved an additional 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.

Current wording

Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. 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.

Previous wording

Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. The following table summarizes the declared quarterly dividends per share as well as the dividends declared and paid during the three and nine months ended September 30, 2024 and 2023:

Current wording

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:

Previous wording

During the year ended December 31, 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired. Five of the acquisitions have been included in the Harsh Environment Solutions segment, three acquisitions have been included in the Interconnect and Sensor Systems segment, and two acquisitions have been included in the Communications Solutions segment. The 2023 Acquisitions were each funded using cash on hand or borrowings under our Commercial Paper Programs, or a combination thereof. One of the 2023 Acquisitions, which closed in the second quarter of 2023, represented a bargain purchase, where the estimated fair value of assets acquired, net of liabilities assumed, exceeded the purchase price. The Company recognized a non-cash gain of $5.4 on the bargain purchase acquisition during the nine months ended September 30, 2023, which was recorded separately in the Company’s Condensed Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Current wording

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. The 2025 Acquisitions were each funded using cash on hand, proceeds from the October Senior Notes, borrowings under the U.S. Commercial Paper Program, or a combination thereof. The 2025 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Previous wording

During the nine months ended September 30, 2024, the Company completed two acquisitions, including the acquisition of CIT (collectively, the “2024 Acquisitions”), for approximately $2,099.8, net of cash acquired. Both acquisitions have been included in the Harsh Environment Solutions segment. The 2024 Acquisitions were each funded using cash on hand, proceeds from the New Senior Notes or borrowings under the U.S. Commercial Paper Program, or a combination thereof. The 2024 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Current wording

During the year ended December 31, 2024, the Company completed two acquisitions (collectively, the “2024 Acquisitions”), including the acquisition of CIT, for approximately $2,156.4, net of cash acquired. Both acquisitions have been included in the Harsh Environment Solutions segment. The 2024 Acquisitions were each funded using cash on hand, proceeds from the April Senior Notes or borrowings under the U.S. Commercial Paper Program, or a combination thereof. The 2024 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.