{ "ticker": "APH", "company": "APH", "filing_type": "10-K", "year_current": "2025", "year_prior": "2024", "summary": { "added": 12, "removed": 12, "modified": 45, "unchanged": 55, "total_current": 112, "total_prior": 112 }, "source": "SEC EDGAR", "url": "https://riskdiff.com/aph/2025-vs-2024/", "markdown_url": "https://riskdiff.com/aph/2025-vs-2024/index.md", "json_url": "https://riskdiff.com/aph/2025-vs-2024/index.json", "generated": "2026-06-01", "ai_summary": null, "risks": [ { "status": "ADDED", "current_title": "The Company and certain of its suppliers and customers have experienced, and may in the future experience, difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components may increase.", "prior_title": null, "current_body": "​ The Company uses basic materials like aluminum, steel, copper, titanium, metal alloys, gold, silver, palladium and plastic resins in its manufacturing processes as well as a variety of components and relies on third-party suppliers to secure these materials and components. In the past, prices for these and certain other basic materials have experienced significant volatility. While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, it has, from time to time, experienced certain difficulties, and inflationary pressures and increased commodity prices may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components. Moreover, the Company may not be able to pass along any increased raw material or component prices to its customers and may not be able to procure and obtain sufficient quantities of raw materials and components in a timely manner and at acceptable prices from our suppliers. In limited instances, we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers. Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our ability to deliver products to our customers. The cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as trade tariffs and import restrictions, as well as pandemics and epidemics, which may, in turn, negatively impact our results of operations and financial condition. ​" }, { "status": "ADDED", "current_title": "Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners.", "prior_title": null, "current_body": "​ Doing business on a worldwide basis requires us and our subsidiaries to comply with the anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities. These laws and regulations may apply to companies, individual directors, officers, employees, subcontractors and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition, some of the foreign locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating U.S. and foreign anti-corruption laws. ​ There can be no assurance that our policies and procedures designed for complying with applicable U.S. and foreign laws and regulations will be effective in preventing our directors, officers, employees, subcontractors and agents from taking actions that violate these legal requirements. Violations of these legal requirements could subject us to criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other remedial measures. In addition, any actual or alleged violations could disrupt our operations, cause reputational harm, involve significant management distraction and result in a material adverse effect on our competitive position, results of operations, cash flows or financial condition. ​" }, { "status": "ADDED", "current_title": "The Company is dependent on end market dynamics to sell its products, and some of the Company’s end markets are subject to cyclical and at times rapid periods of reduced demand.", "prior_title": null, "current_body": "​ The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely affected by cyclical and at times rapid periods of reduced demand in any of its end markets. Demand for products can be subject to rapid changes arising from a wide variety of factors, including new technology developments, changes in general economic conditions, consolidation within an industry, changes in access to financing, competition, new legislation and regulation, prolonged work stoppages or other disputes with labor unions and governmental budgetary constraints, among many other factors. Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products, which could have a material adverse effect on the Company’s business, financial condition and results of operations. ​" }, { "status": "ADDED", "current_title": "Cybersecurity Governance", "prior_title": null, "current_body": "​ Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee. At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams) provides an update regarding our Program to the Board. This update provides an overall assessment of the effectiveness of our Program and a review of areas of focus for the upcoming year. The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems and security controls, and our management team updates the Board, as necessary, regarding any significant cybersecurity incidents. ​ Our management team, including our Senior Vice President and Chief Financial Officer, Senior Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our Program and our Vice President, Information Technology, supervises both our internal information security personnel and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information technology personnel and external consultants engaged by us, as well as alerts and reports produced by security tools deployed in our information technology environment. ​ Our management team’s experience includes knowledge related to information technology, cybersecurity and incidence response, risk management, control analysis and corporate governance. For additional details about our management team and their experience, refer to the Executive Leadership page on the Company’s website at https://www.amphenol.com/governance/leadership. ​ Item 2. Properties ​ The Company’s fixed assets include factories and warehouses and a substantial quantity of machinery and equipment. The Company’s factories, warehouses and machinery and equipment are generally in good operating condition, are reasonably maintained and substantially all of its facilities are in regular use. The Company considers the present level of fixed assets along with planned capital expenditures as suitable and adequate for operations in the current business environment. At December 31, 2024, the Company operated approximately 300 manufacturing facilities with approximately 31 million square feet, of which approximately 23 million square feet were leased. Manufacturing facilities located in the U.S. had approximately 6 million square feet, of which approximately 3 million square feet were leased. Manufacturing facilities located outside the U.S. had approximately 25 million square feet, of which approximately 20 million square feet were leased. The square footage by segment related to our manufacturing facilities was approximately 10 million square feet, 12 million square feet and 9 million square feet for the Harsh Environment Solutions segment, Communications Solutions segment and Interconnect and Sensor Systems segment, respectively. ​ The Company believes that its facilities are suitable and adequate for its business and are being appropriately utilized for their intended purposes. Utilization of the facilities varies based on demand for the relevant products. The Company regularly reviews its anticipated requirements for facilities and, based on that review, may from time to time acquire or lease additional facilities and/or dispose of existing facilities. ​ Item 3. Legal Proceedings ​ Information required with respect to legal proceedings in this Part I, Item 3 is included in Note 14 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report, which is incorporated herein by reference. ​ Item 4. Mine Safety Disclosures ​ Not applicable. ​ ​ 23 23 23 Table of ContentsPART II​Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities​Market Information​The Company effected the initial public offering of its Class A Common Stock (“Common Stock”) in November 1991. The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol “APH.” As of January 31, 2025, there were 30 holders of record of the Company’s Common Stock. A significant number of outstanding shares of Common Stock are registered in the name of only one holder, which is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. The Company believes that there are a significant number of beneficial owners of its Common Stock. ​Stock Split​On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s 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. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. There was no change in the number of authorized shares of common stock of the Company as a result of the stock split. All current and prior year data impacted by the stock split and presented throughout this Annual Report, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.​Stock Performance Graph​The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2024 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common Stock and each index on December 31, 2019, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance. ​​24 Table of Contents Table of Contents Table of Contents PART II​Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities​Market Information​The Company effected the initial public offering of its Class A Common Stock (“Common Stock”) in November 1991. The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol “APH.” As of January 31, 2025, there were 30 holders of record of the Company’s Common Stock. A significant number of outstanding shares of Common Stock are registered in the name of only one holder, which is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. The Company believes that there are a significant number of beneficial owners of its Common Stock. ​Stock Split​On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s 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. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. There was no change in the number of authorized shares of common stock of the Company as a result of the stock split. All current and prior year data impacted by the stock split and presented throughout this Annual Report, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.​Stock Performance Graph​The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2024 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common Stock and each index on December 31, 2019, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance. ​​ PART II​Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities​Market Information​The Company effected the initial public offering of its Class A Common Stock (“Common Stock”) in November 1991. The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol “APH.” As of January 31, 2025, there were 30 holders of record of the Company’s Common Stock. A significant number of outstanding shares of Common Stock are registered in the name of only one holder, which is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. The Company believes that there are a significant number of beneficial owners of its Common Stock. ​Stock Split​On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s 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. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. There was no change in the number of authorized shares of common stock of the Company as a result of the stock split. All current and prior year data impacted by the stock split and presented throughout this Annual Report, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.​Stock Performance Graph​The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2024 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common Stock and each index on December 31, 2019, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance. ​​ PART II ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​" }, { "status": "ADDED", "current_title": "Stock Split", "prior_title": null, "current_body": "​ On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s 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. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. There was no change in the number of authorized shares of common stock of the Company as a result of the stock split. All current and prior year data impacted by the stock split and presented throughout this Annual Report, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. ​" }, { "status": "ADDED", "current_title": "Plans or Programs", "prior_title": null, "current_body": "​ First Quarter – 2024 ​ 2,858,200 ​ $ 53.80 ​ 2,858,200 ​ $ 72.7 ​ Second Quarter – 2024 ​ 3,068,840 ​ ​ 62.05 ​ 3,068,840 ​ ​ 1,881.4 ​ Third Quarter – 2024 ​ 2,730,300 ​ ​ 64.55 ​ 2,730,300 ​ ​ 1,705.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fourth Quarter – 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 1 to October 31, 2024 821,200 ​ 66.20 821,200 ​ 1,650.8 ​ November 1 to November 30, 2024 833,700 ​ 71.53 833,700 ​ 1,591.2 ​ December 1 to December 31, 2024 753,800 ​ 72.79 753,800 $ 1,536.3 ​ ​ ​ 2,408,700 ​ ​ 70.11 ​ 2,408,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total – 2024 11,066,040 ​ $ 62.29 11,066,040 ​ ​ ​ ​ ​ Item 6. [Reserved] ​ ​ 26 26 26 Table of ContentsItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations​(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 years ended December 31, 2024, 2023 and 2022 has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”). The 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 7 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.​In addition to historical information, the following discussion and analysis also contains certain forward-looking statements that are subject to risks and uncertainties, including but not limited to the risk factors described in Part I, Item 1A. Risk Factors herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form 10-K (“Annual Report”).​Stock Split​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 7 and throughout this Annual Report herein, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. Refer to Note 1 of the accompanying Notes to Consolidated Financial Statements for further information related to the stock split.​Overview​General​Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed and specialty cable. In 2024, approximately 65% of the Company’s sales were outside the United States. The primary end markets for our products are:​●information technology and communication devices and systems for the converging technologies of voice, video and data communications;​●a broad range of industrial applications and traditional, hybrid and electric automotive applications; and​●defense and commercial aerospace applications.​The Company’s products are used in a wide variety of applications by a broad array of customers around the world. The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. For many years, customers have generally been consolidating their lists of qualified suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while maintaining geographic flexibility and competitive prices. The Company has focused its global resources to position itself to compete effectively in this environment. The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its 27 Table of Contents Table of Contents Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations​(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 years ended December 31, 2024, 2023 and 2022 has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”). The 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 7 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.​In addition to historical information, the following discussion and analysis also contains certain forward-looking statements that are subject to risks and uncertainties, including but not limited to the risk factors described in Part I, Item 1A. Risk Factors herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form 10-K (“Annual Report”).​Stock Split​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 7 and throughout this Annual Report herein, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. Refer to Note 1 of the accompanying Notes to Consolidated Financial Statements for further information related to the stock split.​Overview​General​Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed and specialty cable. In 2024, approximately 65% of the Company’s sales were outside the United States. The primary end markets for our products are:​●information technology and communication devices and systems for the converging technologies of voice, video and data communications;​●a broad range of industrial applications and traditional, hybrid and electric automotive applications; and​●defense and commercial aerospace applications.​The Company’s products are used in a wide variety of applications by a broad array of customers around the world. The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. For many years, customers have generally been consolidating their lists of qualified suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while maintaining geographic flexibility and competitive prices. The Company has focused its global resources to position itself to compete effectively in this environment. The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations​(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 years ended December 31, 2024, 2023 and 2022 has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”). The 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 7 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.​In addition to historical information, the following discussion and analysis also contains certain forward-looking statements that are subject to risks and uncertainties, including but not limited to the risk factors described in Part I, Item 1A. Risk Factors herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form 10-K (“Annual Report”).​Stock Split​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 7 and throughout this Annual Report herein, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. Refer to Note 1 of the accompanying Notes to Consolidated Financial Statements for further information related to the stock split.​Overview​General​Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed and specialty cable. In 2024, approximately 65% of the Company’s sales were outside the United States. The primary end markets for our products are:​●information technology and communication devices and systems for the converging technologies of voice, video and data communications;​●a broad range of industrial applications and traditional, hybrid and electric automotive applications; and​●defense and commercial aerospace applications.​The Company’s products are used in a wide variety of applications by a broad array of customers around the world. The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. For many years, customers have generally been consolidating their lists of qualified suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while maintaining geographic flexibility and competitive prices. The Company has focused its global resources to position itself to compete effectively in this environment. The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ (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 years ended December 31, 2024, 2023 and 2022 has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”). The 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 7 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures. ​ In addition to historical information, the following discussion and analysis also contains certain forward-looking statements that are subject to risks and uncertainties, including but not limited to the risk factors described in Part I, Item 1A. Risk Factors herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form 10-K (“Annual Report”). ​" }, { "status": "ADDED", "current_title": "Corporation", "prior_title": null, "current_body": "Rate (1) ​ EPS Reported (GAAP) ​ $ 3,156.9 20.7 % $ 2,424.0 ​ 18.9 % $ 1.92 ​ $ 2,559.6 20.4 % $ 1,928.0 ​ 20.7 % $ 1.55 Amortization of acquisition-related inventory step-up costs ​ ​ 18.2 ​ 0.1 ​ ​ 14.0 ​ — ​ ​ 0.01 ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Acquisition-related expenses ​ ​ 127.4 ​ 0.8 ​ ​ 105.3 ​ (0.3) ​ ​ 0.08 ​ ​ 34.6 ​ 0.3 ​ ​ 30.2 ​ (0.2) ​ ​ 0.02 Gain on bargain purchase acquisition ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ (5.4) ​ 0.1 ​ ​ — Excess tax benefits related to stock-based compensation ​ ​ — ​ — ​ ​ (142.6) ​ 4.7 ​ ​ (0.11) ​ ​ — ​ — ​ ​ (82.4) ​ 3.4 ​ ​ (0.07) Discrete tax items ​ ​ — ​ — ​ ​ (18.6) ​ 0.6 ​ ​ (0.01) ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Adjusted (non-GAAP) (2) ​ $ 3,302.5 ​ 21.7 % $ 2,382.1 ​ 24.0 % $ 1.89 ​ $ 2,594.2 ​ 20.7 % $ 1,870.4 ​ 24.0 % $ 1.51 ​ ​ ​" }, { "status": "ADDED", "current_title": "Balance as of December 31, 2023", "prior_title": null, "current_body": "1,201.3 ​ ​ 1.2 ​ (3.5) ​ ​ (142.8) ​ ​ 3,100.6 ​ ​ 5,921.1 ​ ​ (533.6) ​ ​ 49.3 ​ ​ 8,395.8 ​ ​ 30.7 ​ Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,424.0 ​ ​ ​ ​ 16.0 ​ 2,440.0 ​ 1.6 ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (182.7) ​ (1.3) ​ (184.0) ​ (0.5) ​ Capital contributions from noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.5 ​ ​ 1.5 ​ ​ ​ ​ Purchase of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.2 ​ ​ ​ ​ ​ ​ ​ ​ (0.1) ​ ​ 0.1 ​ ​ (23.1) ​ Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (10.0) ​ (10.0) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ​ (11.1) ​ (689.3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (689.3) ​ ​ ​ ​ Retirement of treasury stock (8.3) ​ — ​ 8.3 ​ 513.1 ​ ​ ​ ​ (513.1) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Stock options exercised 19.9 ​ — ​ 2.7 ​ ​ 119.3 ​ 391.5 ​ ​ (64.1) ​ ​ ​ ​ ​ ​ ​ 446.7 ​ ​ ​ ​ Dividends declared ($0.55 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (662.9) ​ ​ ​ ​ ​ ​ ​ (662.9) ​ ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 109.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 109.5 ​ ​ ​ ​" }, { "status": "ADDED", "current_title": "Retirement Pension Plans", "prior_title": null, "current_body": "​ Costs for retirement pension plans include current service costs and amortization of prior service costs over the average working life expectancy. It is the Company’s policy to fund current pension costs taking into consideration minimum funding requirements and maximum tax deductible limitations. The expense of retiree medical benefit programs is recognized during the employees’ service with the Company. The recognition of expense and the related obligation for retirement pension plans and medical benefit programs is significantly impacted by estimates and assumptions made by management such as discount rates used to value certain liabilities, expected return on assets, mortality projections and future health care costs. The Company uses third-party specialists such as actuaries and investment advisors to assist management in appropriately measuring the expense and obligations associated with pension and other postretirement plan benefits. ​" }, { "status": "ADDED", "current_title": "Research and Development", "prior_title": null, "current_body": "​ Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $453.0, $342.2, and $323.6 for the years ended December 31, 2024, 2023 and 2022, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. ​" }, { "status": "ADDED", "current_title": "December 31,", "prior_title": null, "current_body": "​ ​ 2024 2023 ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 3,317.0 ​ $ 1,475.0 ​ Short-term investments ​ 18.4 ​ 185.2 ​ Total cash, cash equivalents and short-term investments ​ 3,335.4 ​ 1,660.2 ​ Accounts receivable, less allowance for doubtful accounts of $66.5 and $68.4, respectively ​ 3,287.9 ​ 2,618.4 ​ Inventories ​ 2,545.7 ​ 2,167.1 ​ Prepaid expenses and other current assets ​ 517.0 ​ 389.6 ​ Total current assets ​ 9,686.0 ​ 6,835.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 1,711.8 ​ 1,314.7 ​ Goodwill ​ ​ 8,236.2 ​ ​ 7,092.4 ​ Other intangible assets, net ​ 1,225.1 ​ 834.8 ​ Other long-term assets ​ ​ 581.1 ​ ​ 449.2 ​ Total Assets ​ $ 21,440.2 ​ $ 16,526.4 ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "ADDED", "current_title": "Note 4—Debt", "prior_title": null, "current_body": "​ The Company’s debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "We may be negatively impacted by adverse public health developments, including epidemics and pandemics.", "prior_body": "​ Any outbreaks of contagious diseases and other adverse public health developments in countries where we operate could have a material and adverse effect on our business, operations, financial condition, liquidity and results of operations. Beginning in early 2020 and continuing through 2022, the COVID-19 pandemic disrupted our offices and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers. These disruptions included government regulations that inhibited our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, supply chain interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers. Future disruptions from similar harmful public health developments could have a material adverse impact on our business, operations, financial condition, liquidity and results of operations. ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming.", "prior_body": "​ From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors. Such unpredictable weather conditions and natural disasters including, but not limited to, severe storms, earthquakes, fires, droughts, floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, including heat waves and freezes and ambient temperature or precipitation changes, and their consequences and effects have, in the past, temporarily disrupted our business operations both in the United States and abroad. These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased costs, energy and water scarcity, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations. ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely impact our business.", "prior_body": "​ Companies across industries continue to face increasing scrutiny from a variety of stakeholders related to their ESG and sustainability practices. Expectations regarding voluntary and potential mandatory ESG initiatives and disclosures may result in increased costs, changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition or results of operations. In addition, an inability to receive or maintain favorable ESG ratings could negatively impact our reputation or impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations. Unfavorable ESG ratings could also lead to increased negative investor sentiment towards us or our industry, which could negatively impact the share price of our Common Stock as well as our access to and cost of capital. ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "The Company encounters competition in all areas of our business.", "prior_body": "​ The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Competitors include large, diversified companies, some of which have greater assets and financial resources than the Company, as well as medium- to small-sized companies. Rapid technological changes could also lead to the entry of new competitors of various sizes against whom we may not be able to successfully compete. There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations. ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Cybersecurity Risk Management and Strategy", "prior_body": "​ We have developed and implemented an information security and cybersecurity risk management program (“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information technology systems. Our Program is integrated into our overall enterprise risk management program. We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensure that our Program is maintained in line with industry best practices. This does not imply that we meet any particular technical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. ​ The Company maintains a decentralized information technology infrastructure, where each of our business units utilizes a separate and distinct information technology system. This means that if any business unit’s systems are compromised, there is significantly less risk that another business unit will be impacted by that event. This decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems. ​ Our Program includes: ​ ​ We have not identified risks from known cybersecurity threats, including as a result of any prior security breach, that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition and results of operations. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition. For a discussion of certain risks related to cybersecurity, refer to the risk factor titled “Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties” in Part I, Item 1A. Risk Factors herein. ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Corporation", "prior_body": "Rate (1) ​ EPS Reported (GAAP) ​ $ 2,559.6 20.4 % $ 1,928.0 ​ 20.7 % $ 3.11 ​ $ 2,585.8 20.5 % $ 1,902.3 ​ 22.3 % $ 3.06 Acquisition-related expenses ​ ​ 34.6 ​ 0.3 ​ ​ 30.2 ​ (0.2) ​ ​ 0.05 ​ ​ 21.5 ​ 0.2 ​ ​ 18.4 ​ (0.1) ​ ​ 0.03 Gain on bargain purchase acquisition ​ ​ — ​ — ​ ​ (5.4) ​ 0.1 ​ ​ (0.01) ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Excess tax benefits related to stock-based compensation ​ ​ — ​ — ​ ​ (82.4) ​ 3.4 ​ ​ (0.13) ​ ​ — ​ — ​ ​ (56.0) ​ 2.3 ​ ​ (0.09) Adjusted (non-GAAP) (2) ​ $ 2,594.2 ​ 20.7 % $ 1,870.4 ​ 24.0 % $ 3.01 ​ $ 2,607.3 ​ 20.7 % $ 1,864.7 ​ 24.5 % $ 3.00 ​ Note: All data in the tables above are on a continuing operations basis only and exclude results associated with discontinued operations. ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Balance as of January 1, 2021", "prior_body": "600.7 ​ $ 0.6 ​ (2.0) ​ $ (111.1) ​ $ 2,068.1 ​ $ 3,705.4 ​ $ (278.1) ​ $ 67.0 ​ $ 5,451.9 ​ $ — ​ Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,590.8 ​ ​ ​ ​ 10.7 ​ 1,601.5 ​ — ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (8.4) ​ 1.6 ​ (6.8) ​ — ​ Acquisitions resulting in noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.8 ​ 1.8 ​ 19.0 ​ Purchase of noncontrolling interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ ​ ​ ​ ​ ​ ​ ​ (15.3) ​ ​ (11.2) ​ ​ ​ ​ Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (7.7) ​ (7.7) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ​ (9.3) ​ (661.7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (661.7) ​ ​ ​ ​ Retirement of treasury stock (8.6) ​ — ​ 8.6 ​ 608.9 ​ ​ ​ ​ (608.9) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Stock options exercised 8.6 ​ — ​ 1.1 ​ ​ 63.9 ​ 253.8 ​ ​ (28.7) ​ ​ ​ ​ ​ ​ ​ 289.0 ​ ​ ​ ​ Dividends declared ($0.635 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (379.7) ​ ​ ​ ​ ​ ​ ​ (379.7) ​ ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 83.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 83.0 ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Discontinued Operations and Held for Sale Accounting", "prior_body": "​ The Company reports a component of an entity or group of components of an entity as a discontinued operation and held for sale upon acquisition, if the Company has (i) executed a plan to sell the business as of the acquisition date or (ii) has begun to formulate a plan to sell the business and either currently meets or expects to meet the held for sale criteria within three months. An entity meets the held for sale criteria when (a) management, having the authority to approve the action, commits to a plan to sell the discontinued operation, the plan of which is unlikely to have any significant changes or to be withdrawn, (b) the completed sale is probable within one year, and (c) an active program to locate a buyer has been initiated with the operation actively marketed for sale at a price that is reasonable in relation to its current fair value and for immediate sale in its present condition. The assets acquired and liabilities assumed from an entity that qualifies for held for sale accounting are measured and recorded at fair value less costs to sell, and are recorded as current assets held for sale and current liabilities held for sale when the planned sale is expected to close within one year. The Company separately accounts for the operating results and related cash flows associated with discontinued operations until such operations are divested; such discontinued operations are reported separately from the operating results and related cash flows associated with continuing operations in the accompanying Consolidated Financial Statements. For further information related to the Company’s discontinued operations, refer to Note 11 herein. ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Stock-Based Compensation", "prior_body": "​ The Company accounts for its stock option, restricted share and phantom stock awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Net Income per Common Share", "prior_body": "​ Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, including dilutive common shares, the dilutive effect of which relates to stock options. Diluted earnings per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. Refer to Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted) from continuing operations, discontinued operations and for total Amphenol Corporation. ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ ​ 2023 2022 ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,475.0 ​ $ 1,373.1 ​ Short-term investments ​ 185.2 ​ 61.1 ​ Total cash, cash equivalents and short-term investments ​ 1,660.2 ​ 1,434.2 ​ Accounts receivable, less allowance for doubtful accounts of $68.4 and $63.9, respectively ​ 2,618.4 ​ 2,631.3 ​ Inventories ​ 2,167.1 ​ 2,093.6 ​ Prepaid expenses and other current assets ​ 389.6 ​ 320.0 ​ Total current assets ​ 6,835.3 ​ 6,479.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 1,314.7 ​ 1,204.3 ​ Goodwill ​ ​ 7,092.4 ​ ​ 6,446.1 ​ Other intangible assets, net ​ 834.8 ​ 734.1 ​ Other long-term assets ​ ​ 449.2 ​ ​ 462.6 ​ Total Assets ​ $ 16,526.4 ​ $ 15,326.2 ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Note 4—Long-Term Debt", "prior_body": "​ Long-term debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "The Company’s credit agreement and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company.", "prior_title": "The Company’s credit agreements and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company.", "similarity_score": 0.906, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ The third amended and restated credit agreement governs our $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S.\"", "Reworded sentence: \"Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”, and together with the U.S.\"", "Reworded sentence: \"Commercial Paper Program throughout much of 2024, and the Company may make additional borrowings under any of its debt instruments from time to time.​In addition to the Revolving Credit Facility, the Company’s various senior notes, some of which were issued during 2024, also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.\"", "Reworded sentence: \"As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates.\"", "Removed sentence: \"For example, the Company reached an agreement in August 2023 with the U.S.\"" ], "current_body": "​ The third amended and restated credit agreement governs our $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S. Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”, and together with the U.S. Commercial Paper Program, “Commercial Paper Programs”). The Revolving Credit Facility contains financial and other covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit on priority indebtedness and limits on incurrence of liens. The ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those 17 17 17 Table of Contentstests. A breach of any of these covenants could result in a default under the Revolving Credit Facility. Upon the occurrence of an event of default under the Revolving Credit Facility, the lenders could terminate all commitments to extend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable, which could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay indebtedness under the Revolving Credit Facility and such other debt instruments. As of 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 2024, and the Company may make additional borrowings under any of its debt instruments from time to time.​In addition to the Revolving Credit Facility, the Company’s various senior notes, some of which were issued during 2024, also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. While the Company is compliant with all such requirements as of December 31, 2024, there can be no assurance that the Company will remain in compliance with such requirements.​The Company relies on the global capital markets, and an inability to access those markets on favorable terms could adversely affect the Company’s results.​The Company has used the global capital markets to raise capital to invest in its business and make strategic acquisitions. The capital and credit markets have experienced significant volatility in the past. If general economic and capital market conditions deteriorate significantly, it could become more difficult to access capital to finance capital investments, acquisitions and other initiatives including dividends and share repurchases, which could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, if the credit rating agencies that rate the Company’s debt were to downgrade the Company’s credit rating, it would likely increase the Company’s cost of capital and make it more difficult for the Company to obtain new financing and access capital markets, which could also have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.​The Company’s results may be negatively affected by changing interest rates.​The Company is subject to interest rate volatility with regard to existing and future issuances of debt. The Company monitors its mix of fixed-rate and variable-rate debt, as well as its mix of short-term and long-term debt. As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly. There can be no assurance that interest rates will not change significantly from current levels.​RISKS RELATED TO LEGAL AND REGULATORY MATTERS​Our business and financial results may be adversely affected by government contracting risks. ​We are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products. We may be unilaterally suspended or barred from conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly) or become subject to fines or other sanctions if we are found to have violated such laws or regulations. As a result of the need to comply with these laws and regulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions. The U.S. laws and regulations to which we are subject include, but are not limited to, the Export Administration Regulations, the Federal Acquisition Regulation, the False Claims Act, International Traffic in Arms Regulations, regulations from the Bureau of Alcohol, Tobacco and Firearms and the FCPA. Moreover, we are subject to a wide range of similar laws and regulations in other countries throughout the world. Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation and our ability to compete for future government contracts or sell commercial equivalent products. Any of these outcomes could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations.​18 Table of Contents Table of Contents Table of Contents tests. A breach of any of these covenants could result in a default under the Revolving Credit Facility. Upon the occurrence of an event of default under the Revolving Credit Facility, the lenders could terminate all commitments to extend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable, which could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay indebtedness under the Revolving Credit Facility and such other debt instruments. As of 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 2024, and the Company may make additional borrowings under any of its debt instruments from time to time.​In addition to the Revolving Credit Facility, the Company’s various senior notes, some of which were issued during 2024, also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. While the Company is compliant with all such requirements as of December 31, 2024, there can be no assurance that the Company will remain in compliance with such requirements.​The Company relies on the global capital markets, and an inability to access those markets on favorable terms could adversely affect the Company’s results.​The Company has used the global capital markets to raise capital to invest in its business and make strategic acquisitions. The capital and credit markets have experienced significant volatility in the past. If general economic and capital market conditions deteriorate significantly, it could become more difficult to access capital to finance capital investments, acquisitions and other initiatives including dividends and share repurchases, which could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, if the credit rating agencies that rate the Company’s debt were to downgrade the Company’s credit rating, it would likely increase the Company’s cost of capital and make it more difficult for the Company to obtain new financing and access capital markets, which could also have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.​The Company’s results may be negatively affected by changing interest rates.​The Company is subject to interest rate volatility with regard to existing and future issuances of debt. The Company monitors its mix of fixed-rate and variable-rate debt, as well as its mix of short-term and long-term debt. As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly. There can be no assurance that interest rates will not change significantly from current levels.​RISKS RELATED TO LEGAL AND REGULATORY MATTERS​Our business and financial results may be adversely affected by government contracting risks. ​We are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products. We may be unilaterally suspended or barred from conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly) or become subject to fines or other sanctions if we are found to have violated such laws or regulations. As a result of the need to comply with these laws and regulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions. The U.S. laws and regulations to which we are subject include, but are not limited to, the Export Administration Regulations, the Federal Acquisition Regulation, the False Claims Act, International Traffic in Arms Regulations, regulations from the Bureau of Alcohol, Tobacco and Firearms and the FCPA. Moreover, we are subject to a wide range of similar laws and regulations in other countries throughout the world. Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation and our ability to compete for future government contracts or sell commercial equivalent products. Any of these outcomes could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations.​ tests. A breach of any of these covenants could result in a default under the Revolving Credit Facility. Upon the occurrence of an event of default under the Revolving Credit Facility, the lenders could terminate all commitments to extend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable, which could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay indebtedness under the Revolving Credit Facility and such other debt instruments. As of 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 2024, and the Company may make additional borrowings under any of its debt instruments from time to time.​In addition to the Revolving Credit Facility, the Company’s various senior notes, some of which were issued during 2024, also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. While the Company is compliant with all such requirements as of December 31, 2024, there can be no assurance that the Company will remain in compliance with such requirements.​The Company relies on the global capital markets, and an inability to access those markets on favorable terms could adversely affect the Company’s results.​The Company has used the global capital markets to raise capital to invest in its business and make strategic acquisitions. The capital and credit markets have experienced significant volatility in the past. If general economic and capital market conditions deteriorate significantly, it could become more difficult to access capital to finance capital investments, acquisitions and other initiatives including dividends and share repurchases, which could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, if the credit rating agencies that rate the Company’s debt were to downgrade the Company’s credit rating, it would likely increase the Company’s cost of capital and make it more difficult for the Company to obtain new financing and access capital markets, which could also have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.​The Company’s results may be negatively affected by changing interest rates.​The Company is subject to interest rate volatility with regard to existing and future issuances of debt. The Company monitors its mix of fixed-rate and variable-rate debt, as well as its mix of short-term and long-term debt. As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly. There can be no assurance that interest rates will not change significantly from current levels.​RISKS RELATED TO LEGAL AND REGULATORY MATTERS​Our business and financial results may be adversely affected by government contracting risks. ​We are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products. We may be unilaterally suspended or barred from conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly) or become subject to fines or other sanctions if we are found to have violated such laws or regulations. As a result of the need to comply with these laws and regulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions. The U.S. laws and regulations to which we are subject include, but are not limited to, the Export Administration Regulations, the Federal Acquisition Regulation, the False Claims Act, International Traffic in Arms Regulations, regulations from the Bureau of Alcohol, Tobacco and Firearms and the FCPA. Moreover, we are subject to a wide range of similar laws and regulations in other countries throughout the world. Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation and our ability to compete for future government contracts or sell commercial equivalent products. Any of these outcomes could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations.​ tests. A breach of any of these covenants could result in a default under the Revolving Credit Facility. Upon the occurrence of an event of default under the Revolving Credit Facility, the lenders could terminate all commitments to extend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable, which could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay indebtedness under the Revolving Credit Facility and such other debt instruments. As of 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 2024, and the Company may make additional borrowings under any of its debt instruments from time to time. ​ In addition to the Revolving Credit Facility, the Company’s various senior notes, some of which were issued during 2024, also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. While the Company is compliant with all such requirements as of December 31, 2024, there can be no assurance that the Company will remain in compliance with such requirements. ​", "prior_body": "​ The second amended and restated credit agreement that governs our $2.5 billion unsecured credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S. Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”), contains financial and other covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit on priority indebtedness and limits on incurrence of liens. The Company also has similar financial and other covenants associated with its two-year, $750.0 million unsecured delayed draw term loan credit agreement (the “Term Loan”) entered into in April 2022. In addition, the ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those tests. A breach of any of these covenants could result in a default under the Revolving Credit Facility and the Term Loan. Upon the occurrence of an event of default under the Revolving Credit Facility or the Term Loan, the lenders could terminate all commitments to extend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable, which could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay indebtedness under the Revolving Credit Facility, the Term Loan and such other debt instruments. As of December 31, 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper Program. However, the Company borrowed under the U.S. 17 17 17 Table of ContentsCommercial Paper Program throughout much of 2023, and the Company may make additional borrowings under any of its debt instruments from time to time.​In addition to these credit agreements, the Company’s various senior notes also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. While the Company is compliant with all such requirements as of December 31, 2023, there can be no assurance that the Company will remain in compliance with such requirements.​The Company relies on the global capital markets, and an inability to access those markets on favorable terms could adversely affect the Company’s results.​The Company has used the global capital markets to raise capital to invest in its business and make strategic acquisitions. The capital and credit markets have experienced significant volatility in the past. If general economic and capital market conditions deteriorate significantly, it could become more difficult to access capital to finance capital investments, acquisitions and other initiatives including dividends and share repurchases, which could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, if the credit rating agencies that rate the Company’s debt were to downgrade the Company’s credit rating, it would likely increase the Company’s cost of capital and make it more difficult for the Company to obtain new financing and access capital markets, which could also have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.​The Company’s results may be negatively affected by changing interest rates.​The Company is subject to interest rate volatility with regard to existing and future issuances of debt. The Company monitors its mix of fixed-rate and variable-rate debt, as well as its mix of short-term and long-term debt. As of December 31, 2023, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. ​As a result of increases in the federal funds rate by the U.S. Federal Reserve beginning in early 2022 and through the middle of 2023, the floating interest rates related to our U.S. Commercial Paper Program (as well as our Revolving Credit Facility and Term Loan, to the extent either are drawn upon in the future) have increased substantially over this same period, a trend that could continue into 2024 and potentially beyond. To the extent that interest rates related to this floating rate debt increase further and the Company borrows under any of these floating interest rate instruments in the future, interest expense and interest payments would increase. There can be no assurance that interest rates will not change significantly from current levels.​RISKS RELATED TO LEGAL AND REGULATORY MATTERS​Our business and financial results may be adversely affected by government contracting risks. ​We are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products. We may be unilaterally suspended or barred from conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly) or become subject to fines or other sanctions if we are found to have violated such laws or regulations. As a result of the need to comply with these laws and regulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions. For example, the Company reached an agreement in August 2023 with the U.S. government related to an investigation of alleged violations by the Company of the civil False Claims Act. Although the Company did not admit to any liability under the terms of the settlement agreement, the Company agreed to pay the U.S. government a settlement amount, ending the government’s investigation and releasing the Company from further liability for the issues under investigation. The U.S. laws and regulations to which we are subject include, but are not limited to, the Export Administration Regulations, the Federal Acquisition Regulation, the False Claims Act, International Traffic in Arms Regulations, regulations from the Bureau of Alcohol, Tobacco and Firearms and the FCPA. Moreover, we are subject to a wide range of similar laws and regulations in other countries throughout the world. Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation and our ability to compete for future government contracts or sell commercial equivalent products. Any of these outcomes could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations.​18 Table of Contents Table of Contents Table of Contents Commercial Paper Program throughout much of 2023, and the Company may make additional borrowings under any of its debt instruments from time to time.​In addition to these credit agreements, the Company’s various senior notes also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. While the Company is compliant with all such requirements as of December 31, 2023, there can be no assurance that the Company will remain in compliance with such requirements.​The Company relies on the global capital markets, and an inability to access those markets on favorable terms could adversely affect the Company’s results.​The Company has used the global capital markets to raise capital to invest in its business and make strategic acquisitions. The capital and credit markets have experienced significant volatility in the past. If general economic and capital market conditions deteriorate significantly, it could become more difficult to access capital to finance capital investments, acquisitions and other initiatives including dividends and share repurchases, which could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, if the credit rating agencies that rate the Company’s debt were to downgrade the Company’s credit rating, it would likely increase the Company’s cost of capital and make it more difficult for the Company to obtain new financing and access capital markets, which could also have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.​The Company’s results may be negatively affected by changing interest rates.​The Company is subject to interest rate volatility with regard to existing and future issuances of debt. The Company monitors its mix of fixed-rate and variable-rate debt, as well as its mix of short-term and long-term debt. As of December 31, 2023, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. ​As a result of increases in the federal funds rate by the U.S. Federal Reserve beginning in early 2022 and through the middle of 2023, the floating interest rates related to our U.S. Commercial Paper Program (as well as our Revolving Credit Facility and Term Loan, to the extent either are drawn upon in the future) have increased substantially over this same period, a trend that could continue into 2024 and potentially beyond. To the extent that interest rates related to this floating rate debt increase further and the Company borrows under any of these floating interest rate instruments in the future, interest expense and interest payments would increase. There can be no assurance that interest rates will not change significantly from current levels.​RISKS RELATED TO LEGAL AND REGULATORY MATTERS​Our business and financial results may be adversely affected by government contracting risks. ​We are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products. We may be unilaterally suspended or barred from conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly) or become subject to fines or other sanctions if we are found to have violated such laws or regulations. As a result of the need to comply with these laws and regulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions. For example, the Company reached an agreement in August 2023 with the U.S. government related to an investigation of alleged violations by the Company of the civil False Claims Act. Although the Company did not admit to any liability under the terms of the settlement agreement, the Company agreed to pay the U.S. government a settlement amount, ending the government’s investigation and releasing the Company from further liability for the issues under investigation. The U.S. laws and regulations to which we are subject include, but are not limited to, the Export Administration Regulations, the Federal Acquisition Regulation, the False Claims Act, International Traffic in Arms Regulations, regulations from the Bureau of Alcohol, Tobacco and Firearms and the FCPA. Moreover, we are subject to a wide range of similar laws and regulations in other countries throughout the world. Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation and our ability to compete for future government contracts or sell commercial equivalent products. Any of these outcomes could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations.​ Commercial Paper Program throughout much of 2023, and the Company may make additional borrowings under any of its debt instruments from time to time. ​ In addition to these credit agreements, the Company’s various senior notes also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. While the Company is compliant with all such requirements as of December 31, 2023, there can be no assurance that the Company will remain in compliance with such requirements. ​" }, { "status": "MODIFIED", "current_title": "Our business and financial results may be adversely affected by government contracting risks.", "prior_title": "Our business and financial results may be adversely affected by government contracting risks.", "similarity_score": 0.905, "confidence": "high", "key_changes": [ "Removed sentence: \"For example, the Company reached an agreement in August 2023 with the U.S.\"", "Removed sentence: \"government related to an investigation of alleged violations by the Company of the civil False Claims Act.\"", "Removed sentence: \"Although the Company did not admit to any liability under the terms of the settlement agreement, the Company agreed to pay the U.S.\"", "Removed sentence: \"government a settlement amount, ending the government’s investigation and releasing the Company from further liability for the issues under investigation.\"", "Reworded sentence: \"Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation, business, operations, financial condition, liquidity, and results of operations.​The Company must comply with complex export and import controls as well as economic sanctions and trade embargoes imposed by the United States government and other countries.​Certain of our products, including purchased components of such products, are subject to U.S.\"" ], "current_body": "​ We are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products. We may be unilaterally suspended or barred from conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly) or become subject to fines or other sanctions if we are found to have violated such laws or regulations. As a result of the need to comply with these laws and regulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions. The U.S. laws and regulations to which we are subject include, but are not limited to, the Export Administration Regulations, the Federal Acquisition Regulation, the False Claims Act, International Traffic in Arms Regulations, regulations from the Bureau of Alcohol, Tobacco and Firearms and the FCPA. Moreover, we are subject to a wide range of similar laws and regulations in other countries throughout the world. Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation and our ability to compete for future government contracts or sell commercial equivalent products. Any of these outcomes could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations. ​ 18 18 18 Table of ContentsIn addition, U.S. government contracts are subject to modification, curtailment or termination by the U.S. government without prior written notice, either for convenience or for default as a result of our failure to perform under the applicable contract. If our contracts are terminated by the U.S. government as a result of our default, we could be liable for additional costs the U.S. government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. Furthermore, the U.S. government periodically audits our governmental contract costs, which could result in fines, penalties or adjustment of costs and prices under the contracts. Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation, business, operations, financial condition, liquidity, and results of operations.​The Company must comply with complex export and import controls as well as economic sanctions and trade embargoes imposed by the United States government and other countries.​Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception. In addition, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes that restrict our ability to transact or deal with certain persons, countries, regions, and governments. These laws and regulations are complex, may change frequently and without prior notice, have generally become more stringent over time and have intensified under recent U.S. administrations, especially in light of ongoing tensions between the U.S. and China, as well as other countries. For example, in 2019, the U.S. government added certain companies based in China to the “Entity List” maintained by the U.S. Department of Commerce, which imposes additional restrictions on sales to such companies. Since 2019, numerous other companies have been added to that list. Further, in 2022, the U.S. Commerce Department’s Bureau of Industry Security (“BIS”) released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers. These changes include new restrictions on the ability of U.S. companies to provide certain services to any facility in China that manufactures certain advanced ICs. Since 2022, numerous other related rules and regulations have been implemented by BIS. In response to these regulations, the Chinese government has implemented its own set of import and export rules and regulations and added certain U.S.-based companies to the Chinese government’s “Unreliable Entity List”, which imposes additional restrictions on such companies. Although, to date, none of such restrictions have had a material adverse effect on the Company’s business, financial condition and results of operations, the U.S. and Chinese governments have the power to place even greater restrictions, and such restrictions could further limit or prohibit the Company from selling its products or providing its services. In addition, we cannot ensure that our policies and procedures designed to maintain compliance with applicable rules and regulations will be effective in preventing instances of non-compliance. If we were to fail to comply with applicable export control restrictions (for example, by failing to obtain required export licensing), customs regulations, economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including fines, the incarceration of responsible employees and managers, reputational harm, and the possible loss of export or import privileges. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.​Changes in fiscal and tax policies, audits and examinations by taxing authorities could impact the Company’s results.​The Company is subject to tax in all jurisdictions in which it operates, including the Company’s two largest markets, the U.S. and China. Any future examinations, changes in tax laws, regulations, accounting standards for income taxes and/or other tax guidance could materially impact the Company’s current and non-current tax liabilities, along with deferred tax assets and liabilities, and consequently, our financial condition, results of operations or cash flows.​The Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law in 2022. Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the years ended December 31, 2024 and 2023. However, the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released.​19 Table of Contents Table of Contents Table of Contents In addition, U.S. government contracts are subject to modification, curtailment or termination by the U.S. government without prior written notice, either for convenience or for default as a result of our failure to perform under the applicable contract. If our contracts are terminated by the U.S. government as a result of our default, we could be liable for additional costs the U.S. government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. Furthermore, the U.S. government periodically audits our governmental contract costs, which could result in fines, penalties or adjustment of costs and prices under the contracts. Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation, business, operations, financial condition, liquidity, and results of operations.​The Company must comply with complex export and import controls as well as economic sanctions and trade embargoes imposed by the United States government and other countries.​Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception. In addition, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes that restrict our ability to transact or deal with certain persons, countries, regions, and governments. These laws and regulations are complex, may change frequently and without prior notice, have generally become more stringent over time and have intensified under recent U.S. administrations, especially in light of ongoing tensions between the U.S. and China, as well as other countries. For example, in 2019, the U.S. government added certain companies based in China to the “Entity List” maintained by the U.S. Department of Commerce, which imposes additional restrictions on sales to such companies. Since 2019, numerous other companies have been added to that list. Further, in 2022, the U.S. Commerce Department’s Bureau of Industry Security (“BIS”) released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers. These changes include new restrictions on the ability of U.S. companies to provide certain services to any facility in China that manufactures certain advanced ICs. Since 2022, numerous other related rules and regulations have been implemented by BIS. In response to these regulations, the Chinese government has implemented its own set of import and export rules and regulations and added certain U.S.-based companies to the Chinese government’s “Unreliable Entity List”, which imposes additional restrictions on such companies. Although, to date, none of such restrictions have had a material adverse effect on the Company’s business, financial condition and results of operations, the U.S. and Chinese governments have the power to place even greater restrictions, and such restrictions could further limit or prohibit the Company from selling its products or providing its services. In addition, we cannot ensure that our policies and procedures designed to maintain compliance with applicable rules and regulations will be effective in preventing instances of non-compliance. If we were to fail to comply with applicable export control restrictions (for example, by failing to obtain required export licensing), customs regulations, economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including fines, the incarceration of responsible employees and managers, reputational harm, and the possible loss of export or import privileges. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.​Changes in fiscal and tax policies, audits and examinations by taxing authorities could impact the Company’s results.​The Company is subject to tax in all jurisdictions in which it operates, including the Company’s two largest markets, the U.S. and China. Any future examinations, changes in tax laws, regulations, accounting standards for income taxes and/or other tax guidance could materially impact the Company’s current and non-current tax liabilities, along with deferred tax assets and liabilities, and consequently, our financial condition, results of operations or cash flows.​The Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law in 2022. Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the years ended December 31, 2024 and 2023. However, the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released.​ In addition, U.S. government contracts are subject to modification, curtailment or termination by the U.S. government without prior written notice, either for convenience or for default as a result of our failure to perform under the applicable contract. If our contracts are terminated by the U.S. government as a result of our default, we could be liable for additional costs the U.S. government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. Furthermore, the U.S. government periodically audits our governmental contract costs, which could result in fines, penalties or adjustment of costs and prices under the contracts. Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation, business, operations, financial condition, liquidity, and results of operations.​The Company must comply with complex export and import controls as well as economic sanctions and trade embargoes imposed by the United States government and other countries.​Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception. In addition, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes that restrict our ability to transact or deal with certain persons, countries, regions, and governments. These laws and regulations are complex, may change frequently and without prior notice, have generally become more stringent over time and have intensified under recent U.S. administrations, especially in light of ongoing tensions between the U.S. and China, as well as other countries. For example, in 2019, the U.S. government added certain companies based in China to the “Entity List” maintained by the U.S. Department of Commerce, which imposes additional restrictions on sales to such companies. Since 2019, numerous other companies have been added to that list. Further, in 2022, the U.S. Commerce Department’s Bureau of Industry Security (“BIS”) released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers. These changes include new restrictions on the ability of U.S. companies to provide certain services to any facility in China that manufactures certain advanced ICs. Since 2022, numerous other related rules and regulations have been implemented by BIS. In response to these regulations, the Chinese government has implemented its own set of import and export rules and regulations and added certain U.S.-based companies to the Chinese government’s “Unreliable Entity List”, which imposes additional restrictions on such companies. Although, to date, none of such restrictions have had a material adverse effect on the Company’s business, financial condition and results of operations, the U.S. and Chinese governments have the power to place even greater restrictions, and such restrictions could further limit or prohibit the Company from selling its products or providing its services. In addition, we cannot ensure that our policies and procedures designed to maintain compliance with applicable rules and regulations will be effective in preventing instances of non-compliance. If we were to fail to comply with applicable export control restrictions (for example, by failing to obtain required export licensing), customs regulations, economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including fines, the incarceration of responsible employees and managers, reputational harm, and the possible loss of export or import privileges. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.​Changes in fiscal and tax policies, audits and examinations by taxing authorities could impact the Company’s results.​The Company is subject to tax in all jurisdictions in which it operates, including the Company’s two largest markets, the U.S. and China. Any future examinations, changes in tax laws, regulations, accounting standards for income taxes and/or other tax guidance could materially impact the Company’s current and non-current tax liabilities, along with deferred tax assets and liabilities, and consequently, our financial condition, results of operations or cash flows.​The Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law in 2022. Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the years ended December 31, 2024 and 2023. However, the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released.​ In addition, U.S. government contracts are subject to modification, curtailment or termination by the U.S. government without prior written notice, either for convenience or for default as a result of our failure to perform under the applicable contract. If our contracts are terminated by the U.S. government as a result of our default, we could be liable for additional costs the U.S. government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. Furthermore, the U.S. government periodically audits our governmental contract costs, which could result in fines, penalties or adjustment of costs and prices under the contracts. Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation, business, operations, financial condition, liquidity, and results of operations. ​", "prior_body": "​ We are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products. We may be unilaterally suspended or barred from conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly) or become subject to fines or other sanctions if we are found to have violated such laws or regulations. As a result of the need to comply with these laws and regulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions. For example, the Company reached an agreement in August 2023 with the U.S. government related to an investigation of alleged violations by the Company of the civil False Claims Act. Although the Company did not admit to any liability under the terms of the settlement agreement, the Company agreed to pay the U.S. government a settlement amount, ending the government’s investigation and releasing the Company from further liability for the issues under investigation. The U.S. laws and regulations to which we are subject include, but are not limited to, the Export Administration Regulations, the Federal Acquisition Regulation, the False Claims Act, International Traffic in Arms Regulations, regulations from the Bureau of Alcohol, Tobacco and Firearms and the FCPA. Moreover, we are subject to a wide range of similar laws and regulations in other countries throughout the world. Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation and our ability to compete for future government contracts or sell commercial equivalent products. Any of these outcomes could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations. ​ 18 18 18 Table of ContentsIn addition, U.S. government contracts are subject to modification, curtailment or termination by the U.S. government without prior written notice, either for convenience or for default as a result of our failure to perform under the applicable contract. If our contracts are terminated by the U.S. government as a result of our default, we could be liable for additional costs the U.S. government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. Furthermore, the U.S. government periodically audits our governmental contract costs, which could result in fines, penalties or adjustment of costs and prices under the contracts. Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation, business, operations, financial condition, liquidity, and results of operations.​The Company must comply with complex U.S. governmental export and import controls as well as economic sanctions and trade embargoes.​Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception. In addition, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes that restrict our ability to transact or deal with certain persons, countries, regions, and governments. These laws and regulations are complex, may change frequently and with limited notice, have generally become more stringent over time and have intensified under recent U.S. administrations, especially in light of ongoing tensions between the U.S. and China. For example, in 2019, the U.S. government added certain of the Company’s customers based in China to the “Entity List” maintained by the U.S. Department of Commerce, which imposes additional restrictions on sales to such customers. Further, in 2022, the U.S. Commerce Department’s Bureau of Industry Security released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers. These changes include new restrictions on the ability of U.S. companies to provide certain services to any facility in China that manufactures certain advanced ICs. Although, to date, none of such restrictions have had a material adverse effect on the Company’s business, financial condition and results of operations, the U.S. government has the power to place even greater restrictions, and such restrictions could further limit or prohibit the Company from selling its products or providing its services. In addition, we cannot ensure that our policies and procedures designed to maintain compliance with applicable rules and regulations will be effective in preventing instances of non-compliance. If we were to fail to comply with applicable export control restrictions (for example, by failing to obtain required export licensing), customs regulations, economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including fines, the incarceration of responsible employees and managers, reputational harm, and the possible loss of export or import privileges. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.​Changes in fiscal and tax policies, audits and examinations by taxing authorities could impact the Company’s results.​The Company is subject to tax in the U.S. and in numerous foreign jurisdictions. The Company is currently under tax examination in several jurisdictions, and, in addition, new examinations could be initiated by additional tax authorities. As the Company has operations in jurisdictions throughout the world, the risk of tax examinations will continue to occur. The Company’s financial condition, results of operations or cash flows may be materially impacted by the results of these tax examinations.​On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases. Companies will be required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but will not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2023. However, the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released.​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 EU member states have agreed to adopt these rules in two stages with the first component effective on January 1, 2024, while the second component will be effective January 1, 2025. Non-EU 19 Table of Contents Table of Contents Table of Contents In addition, U.S. government contracts are subject to modification, curtailment or termination by the U.S. government without prior written notice, either for convenience or for default as a result of our failure to perform under the applicable contract. If our contracts are terminated by the U.S. government as a result of our default, we could be liable for additional costs the U.S. government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. Furthermore, the U.S. government periodically audits our governmental contract costs, which could result in fines, penalties or adjustment of costs and prices under the contracts. Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation, business, operations, financial condition, liquidity, and results of operations.​The Company must comply with complex U.S. governmental export and import controls as well as economic sanctions and trade embargoes.​Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception. In addition, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes that restrict our ability to transact or deal with certain persons, countries, regions, and governments. These laws and regulations are complex, may change frequently and with limited notice, have generally become more stringent over time and have intensified under recent U.S. administrations, especially in light of ongoing tensions between the U.S. and China. For example, in 2019, the U.S. government added certain of the Company’s customers based in China to the “Entity List” maintained by the U.S. Department of Commerce, which imposes additional restrictions on sales to such customers. Further, in 2022, the U.S. Commerce Department’s Bureau of Industry Security released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers. These changes include new restrictions on the ability of U.S. companies to provide certain services to any facility in China that manufactures certain advanced ICs. Although, to date, none of such restrictions have had a material adverse effect on the Company’s business, financial condition and results of operations, the U.S. government has the power to place even greater restrictions, and such restrictions could further limit or prohibit the Company from selling its products or providing its services. In addition, we cannot ensure that our policies and procedures designed to maintain compliance with applicable rules and regulations will be effective in preventing instances of non-compliance. If we were to fail to comply with applicable export control restrictions (for example, by failing to obtain required export licensing), customs regulations, economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including fines, the incarceration of responsible employees and managers, reputational harm, and the possible loss of export or import privileges. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.​Changes in fiscal and tax policies, audits and examinations by taxing authorities could impact the Company’s results.​The Company is subject to tax in the U.S. and in numerous foreign jurisdictions. The Company is currently under tax examination in several jurisdictions, and, in addition, new examinations could be initiated by additional tax authorities. As the Company has operations in jurisdictions throughout the world, the risk of tax examinations will continue to occur. The Company’s financial condition, results of operations or cash flows may be materially impacted by the results of these tax examinations.​On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases. Companies will be required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but will not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2023. However, the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released.​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 EU member states have agreed to adopt these rules in two stages with the first component effective on January 1, 2024, while the second component will be effective January 1, 2025. Non-EU In addition, U.S. government contracts are subject to modification, curtailment or termination by the U.S. government without prior written notice, either for convenience or for default as a result of our failure to perform under the applicable contract. If our contracts are terminated by the U.S. government as a result of our default, we could be liable for additional costs the U.S. government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. Furthermore, the U.S. government periodically audits our governmental contract costs, which could result in fines, penalties or adjustment of costs and prices under the contracts. Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation, business, operations, financial condition, liquidity, and results of operations. ​" }, { "status": "MODIFIED", "current_title": "The Company is subject to environmental laws and regulations that could adversely affect our business.", "prior_title": "The Company is subject to environmental laws and regulations that could adversely affect our business.", "similarity_score": 0.904, "confidence": "high", "key_changes": [ "Reworded sentence: \"This increased focus has led to certain international treaties and agreements and legislative and regulatory efforts.\"", "Reworded sentence: \"In addition, certain governmental bodies have adopted, and are considering adopting additional, mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses.\"", "Reworded sentence: \"This increased focus has led to certain international treaties and agreements and legislative and regulatory efforts.\"", "Reworded sentence: \"In addition, certain governmental bodies have adopted, and are considering adopting additional, mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses.\"" ], "current_body": "​ The Company operates in both the United States and various foreign jurisdictions, and we must comply with locally enacted laws and regulations addressing health, safety and environmental matters in such jurisdictions in which we 20 20 20 Table of Contentsmanufacture and/or sell our products. Certain operations of the Company are subject to locally enacted environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company and its operations may be subject to liabilities, regardless of fault, for investigative and/or remediation efforts on such matters that may arise at any of the Company’s former or current properties, either owned or leased. Environmental liabilities can result from the use of hazardous materials in production, the disposal of products, damages associated with the use of any of our products or other related matters. We cannot be certain as to the potential impact of any changes to environmental conditions or environmental policies that may arise in any of our jurisdictions. Our failure to comply with these local environmental laws and regulations could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows.​The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change.​There is increased public awareness regarding climate change. This increased focus has led to certain international treaties and agreements and legislative and regulatory efforts. In addition to the risks discussed under the risk factor titled “The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming,” the Company may also be subject to larger, global climate change initiatives, laws, regulations or orders which seek to reduce greenhouse gas (“GHG”) emissions. In addition to government requirements, certain of our customers are also imposing climate-related requirements on their suppliers, including us. Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business.​Given our global manufacturing presence, any future regulations relating to GHG emissions and/or other climate change-related laws and regulations, beyond initiatives already in process at the Company, could subject us to additional and/or unforeseen compliance costs and limitations, increased energy and raw material costs and incremental capital expenditure requirements. In addition, certain governmental bodies have adopted, and are considering adopting additional, mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses. ​In recent years, both U.S. and foreign regulations have evolved, and there have been various new laws around the world that have been passed and will require additional ESG-related disclosure. For example, in Europe, the EU finalized the Corporate Sustainability Reporting Directive, which introduces more prescriptive sustainability reporting requirements for EU companies as well as certain non-EU companies. In March 2024, in the U.S., the SEC issued a new rule (Final Rule 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors), which mandates certain climate- and emissions-related disclosure and financial statement requirements that SEC registrants will be required to comply with in their public filings. Although the SEC issued an order staying the new rule in April 2024 pending litigation challenging the new rule, the Company continues to review, evaluate and implement the necessary processes in order to comply with this new rule. The Company’s adoption of and compliance with this new rule could result in additional costs to the Company or other adverse impacts to our business, financial condition or results of operations. This new SEC rule follows actions from certain U.S. states that continue to propose and/or pass their own ESG-related laws, certain of which came into effect in the last few years. For example, on October 7, 2023, the governor of California signed and enacted into law two climate-related disclosure bills (Senate Bill-253, Climate Corporate Data Accountability Act and Senate Bill-261, Greenhouse Gases: Climate-Related Financial Risk), which will require compliance as early as 2026. Such laws are not uniform and may be inconsistently applied, which can increase the complexity and cost of compliance as well as any associated litigation or enforcement risks.​In addition to the requirement to comply with these enacted laws and regulations and other potential mandatory ESG requirements, any future regulatory changes in any of the jurisdictions in which we operate, in addition to those already enacted, could result in transition risks to the Company, including, but not limited to: (i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in the market, and/or (vi) reputational risks associated with our customers’ 21 Table of Contents Table of Contents Table of Contents manufacture and/or sell our products. Certain operations of the Company are subject to locally enacted environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company and its operations may be subject to liabilities, regardless of fault, for investigative and/or remediation efforts on such matters that may arise at any of the Company’s former or current properties, either owned or leased. Environmental liabilities can result from the use of hazardous materials in production, the disposal of products, damages associated with the use of any of our products or other related matters. We cannot be certain as to the potential impact of any changes to environmental conditions or environmental policies that may arise in any of our jurisdictions. Our failure to comply with these local environmental laws and regulations could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows.​The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change.​There is increased public awareness regarding climate change. This increased focus has led to certain international treaties and agreements and legislative and regulatory efforts. In addition to the risks discussed under the risk factor titled “The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming,” the Company may also be subject to larger, global climate change initiatives, laws, regulations or orders which seek to reduce greenhouse gas (“GHG”) emissions. In addition to government requirements, certain of our customers are also imposing climate-related requirements on their suppliers, including us. Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business.​Given our global manufacturing presence, any future regulations relating to GHG emissions and/or other climate change-related laws and regulations, beyond initiatives already in process at the Company, could subject us to additional and/or unforeseen compliance costs and limitations, increased energy and raw material costs and incremental capital expenditure requirements. In addition, certain governmental bodies have adopted, and are considering adopting additional, mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses. ​In recent years, both U.S. and foreign regulations have evolved, and there have been various new laws around the world that have been passed and will require additional ESG-related disclosure. For example, in Europe, the EU finalized the Corporate Sustainability Reporting Directive, which introduces more prescriptive sustainability reporting requirements for EU companies as well as certain non-EU companies. In March 2024, in the U.S., the SEC issued a new rule (Final Rule 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors), which mandates certain climate- and emissions-related disclosure and financial statement requirements that SEC registrants will be required to comply with in their public filings. Although the SEC issued an order staying the new rule in April 2024 pending litigation challenging the new rule, the Company continues to review, evaluate and implement the necessary processes in order to comply with this new rule. The Company’s adoption of and compliance with this new rule could result in additional costs to the Company or other adverse impacts to our business, financial condition or results of operations. This new SEC rule follows actions from certain U.S. states that continue to propose and/or pass their own ESG-related laws, certain of which came into effect in the last few years. For example, on October 7, 2023, the governor of California signed and enacted into law two climate-related disclosure bills (Senate Bill-253, Climate Corporate Data Accountability Act and Senate Bill-261, Greenhouse Gases: Climate-Related Financial Risk), which will require compliance as early as 2026. Such laws are not uniform and may be inconsistently applied, which can increase the complexity and cost of compliance as well as any associated litigation or enforcement risks.​In addition to the requirement to comply with these enacted laws and regulations and other potential mandatory ESG requirements, any future regulatory changes in any of the jurisdictions in which we operate, in addition to those already enacted, could result in transition risks to the Company, including, but not limited to: (i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in the market, and/or (vi) reputational risks associated with our customers’ manufacture and/or sell our products. Certain operations of the Company are subject to locally enacted environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company and its operations may be subject to liabilities, regardless of fault, for investigative and/or remediation efforts on such matters that may arise at any of the Company’s former or current properties, either owned or leased. Environmental liabilities can result from the use of hazardous materials in production, the disposal of products, damages associated with the use of any of our products or other related matters. We cannot be certain as to the potential impact of any changes to environmental conditions or environmental policies that may arise in any of our jurisdictions. Our failure to comply with these local environmental laws and regulations could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows.​The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change.​There is increased public awareness regarding climate change. This increased focus has led to certain international treaties and agreements and legislative and regulatory efforts. In addition to the risks discussed under the risk factor titled “The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming,” the Company may also be subject to larger, global climate change initiatives, laws, regulations or orders which seek to reduce greenhouse gas (“GHG”) emissions. In addition to government requirements, certain of our customers are also imposing climate-related requirements on their suppliers, including us. Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business.​Given our global manufacturing presence, any future regulations relating to GHG emissions and/or other climate change-related laws and regulations, beyond initiatives already in process at the Company, could subject us to additional and/or unforeseen compliance costs and limitations, increased energy and raw material costs and incremental capital expenditure requirements. In addition, certain governmental bodies have adopted, and are considering adopting additional, mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses. ​In recent years, both U.S. and foreign regulations have evolved, and there have been various new laws around the world that have been passed and will require additional ESG-related disclosure. For example, in Europe, the EU finalized the Corporate Sustainability Reporting Directive, which introduces more prescriptive sustainability reporting requirements for EU companies as well as certain non-EU companies. In March 2024, in the U.S., the SEC issued a new rule (Final Rule 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors), which mandates certain climate- and emissions-related disclosure and financial statement requirements that SEC registrants will be required to comply with in their public filings. Although the SEC issued an order staying the new rule in April 2024 pending litigation challenging the new rule, the Company continues to review, evaluate and implement the necessary processes in order to comply with this new rule. The Company’s adoption of and compliance with this new rule could result in additional costs to the Company or other adverse impacts to our business, financial condition or results of operations. This new SEC rule follows actions from certain U.S. states that continue to propose and/or pass their own ESG-related laws, certain of which came into effect in the last few years. For example, on October 7, 2023, the governor of California signed and enacted into law two climate-related disclosure bills (Senate Bill-253, Climate Corporate Data Accountability Act and Senate Bill-261, Greenhouse Gases: Climate-Related Financial Risk), which will require compliance as early as 2026. Such laws are not uniform and may be inconsistently applied, which can increase the complexity and cost of compliance as well as any associated litigation or enforcement risks.​In addition to the requirement to comply with these enacted laws and regulations and other potential mandatory ESG requirements, any future regulatory changes in any of the jurisdictions in which we operate, in addition to those already enacted, could result in transition risks to the Company, including, but not limited to: (i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in the market, and/or (vi) reputational risks associated with our customers’ manufacture and/or sell our products. Certain operations of the Company are subject to locally enacted environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company and its operations may be subject to liabilities, regardless of fault, for investigative and/or remediation efforts on such matters that may arise at any of the Company’s former or current properties, either owned or leased. Environmental liabilities can result from the use of hazardous materials in production, the disposal of products, damages associated with the use of any of our products or other related matters. We cannot be certain as to the potential impact of any changes to environmental conditions or environmental policies that may arise in any of our jurisdictions. Our failure to comply with these local environmental laws and regulations could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows. ​", "prior_body": "​ The Company operates in both the United States and various foreign jurisdictions, and we must comply with locally enacted laws and regulations addressing health, safety and environmental matters in such jurisdictions in which we 20 20 20 Table of Contentsmanufacture and/or sell our products. Certain operations of the Company are subject to locally enacted environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company and its operations may be subject to liabilities, regardless of fault, for investigative and/or remediation efforts on such matters that may arise at any of the Company’s former or current properties, either owned or leased. Environmental liabilities can result from the use of hazardous materials in production, the disposal of products, damages associated with the use of any of our products or other related matters. We cannot be certain as to the potential impact of any changes to environmental conditions or environmental policies that may arise in any of our jurisdictions. Our failure to comply with these local environmental laws and regulations could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows.​The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change.​There is increased public awareness regarding climate change. This increased focus has led to international treaties and agreements and legislative and regulatory efforts. In addition to the risks discussed under the risk factors titled “The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming” and “Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely impact our business,” the Company may also be subject to larger, global climate change initiatives, laws, regulations or orders, such as any laws or regulations to implement the Paris Climate Agreement, which seek to reduce greenhouse gas (“GHG”) emissions. In addition to government requirements, our customers are also increasingly imposing climate-related requirements on their suppliers, including us. Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business.​Given our global manufacturing presence, any future regulations relating to GHG emissions and/or other climate change-related laws and regulations, beyond initiatives already in process at the Company, could subject us to additional and/or unforeseen compliance costs and limitations, increased energy and raw material costs and incremental capital expenditure requirements. In addition, governmental bodies are increasingly adopting and considering adopting additional mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses. ​There have been various new laws around the world that have been passed and will require additional ESG-related disclosure. For example, in Europe, the EU finalized the Corporate Sustainability Reporting Directive (“CSRD”), which introduces more prescriptive sustainability reporting requirements for EU companies as well as certain non-EU companies, and will apply to all in-scope companies by January 1, 2028. In the United States, the SEC has proposed climate-related disclosure rules that have not yet been enacted as of the date of this report, and certain states have begun to pass their own ESG-related laws. For example, on October 7, 2023, the governor of California signed and enacted into law two climate-related disclosure bills (SB-253, Climate Corporate Data Accountability Act and SB-261, Greenhouse Gases: Climate-Related Financial Risk), which will require compliance as early as 2026.​Any future regulatory changes in any of the jurisdictions in which we operate could result in transition risks to the Company, including, but not limited to: (i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in the market, and/or (vi) reputational risks associated with our customers’ and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace.​Item 1B. Unresolved Staff Comments​None.​21 Table of Contents Table of Contents Table of Contents manufacture and/or sell our products. Certain operations of the Company are subject to locally enacted environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company and its operations may be subject to liabilities, regardless of fault, for investigative and/or remediation efforts on such matters that may arise at any of the Company’s former or current properties, either owned or leased. Environmental liabilities can result from the use of hazardous materials in production, the disposal of products, damages associated with the use of any of our products or other related matters. We cannot be certain as to the potential impact of any changes to environmental conditions or environmental policies that may arise in any of our jurisdictions. Our failure to comply with these local environmental laws and regulations could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows.​The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change.​There is increased public awareness regarding climate change. This increased focus has led to international treaties and agreements and legislative and regulatory efforts. In addition to the risks discussed under the risk factors titled “The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming” and “Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely impact our business,” the Company may also be subject to larger, global climate change initiatives, laws, regulations or orders, such as any laws or regulations to implement the Paris Climate Agreement, which seek to reduce greenhouse gas (“GHG”) emissions. In addition to government requirements, our customers are also increasingly imposing climate-related requirements on their suppliers, including us. Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business.​Given our global manufacturing presence, any future regulations relating to GHG emissions and/or other climate change-related laws and regulations, beyond initiatives already in process at the Company, could subject us to additional and/or unforeseen compliance costs and limitations, increased energy and raw material costs and incremental capital expenditure requirements. In addition, governmental bodies are increasingly adopting and considering adopting additional mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses. ​There have been various new laws around the world that have been passed and will require additional ESG-related disclosure. For example, in Europe, the EU finalized the Corporate Sustainability Reporting Directive (“CSRD”), which introduces more prescriptive sustainability reporting requirements for EU companies as well as certain non-EU companies, and will apply to all in-scope companies by January 1, 2028. In the United States, the SEC has proposed climate-related disclosure rules that have not yet been enacted as of the date of this report, and certain states have begun to pass their own ESG-related laws. For example, on October 7, 2023, the governor of California signed and enacted into law two climate-related disclosure bills (SB-253, Climate Corporate Data Accountability Act and SB-261, Greenhouse Gases: Climate-Related Financial Risk), which will require compliance as early as 2026.​Any future regulatory changes in any of the jurisdictions in which we operate could result in transition risks to the Company, including, but not limited to: (i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in the market, and/or (vi) reputational risks associated with our customers’ and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace.​Item 1B. Unresolved Staff Comments​None.​ manufacture and/or sell our products. Certain operations of the Company are subject to locally enacted environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company and its operations may be subject to liabilities, regardless of fault, for investigative and/or remediation efforts on such matters that may arise at any of the Company’s former or current properties, either owned or leased. Environmental liabilities can result from the use of hazardous materials in production, the disposal of products, damages associated with the use of any of our products or other related matters. We cannot be certain as to the potential impact of any changes to environmental conditions or environmental policies that may arise in any of our jurisdictions. Our failure to comply with these local environmental laws and regulations could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows. ​" }, { "status": "MODIFIED", "current_title": "Depreciable Assets", "prior_title": "Depreciable Assets", "similarity_score": 0.904, "confidence": "high", "key_changes": [ "Reworded sentence: \"Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and 58 58 58 Table of Contentsequipment and office equipment and 20 to 40 years for buildings.\"", "Reworded sentence: \"There have been no impairments recorded in 2024, 2023 or 2022 as a result of such reviews.​Leases​Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates.\"", "Reworded sentence: \"The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 1 and 10 years.\"", "Reworded sentence: \"The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability.\"", "Reworded sentence: \"The Company performs its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired.\"" ], "current_body": "​ Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and 58 58 58 Table of Contentsequipment and office equipment and 20 to 40 years for buildings. Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income, dependent upon the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property, plant and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no impairments recorded in 2024, 2023 or 2022 as a result of such reviews.​Leases​Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. Lease right-of-use (“ROU”) assets and lease liabilities for existing operating leases are recognized on the Consolidated Balance Sheets. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 1 and 10 years. The remaining leases primarily consist of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). We account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.​Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. ​Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases and unless there is an economic, financial or business reason to do so, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability).​Refer to Note 10 herein for further information related to our lease portfolio. ​Goodwill​Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations. The Company performs its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization. The Company continues to define its reporting units as the three reportable business segments.59 Table of Contents Table of Contents Table of Contents equipment and office equipment and 20 to 40 years for buildings. Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income, dependent upon the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property, plant and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no impairments recorded in 2024, 2023 or 2022 as a result of such reviews.​Leases​Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. Lease right-of-use (“ROU”) assets and lease liabilities for existing operating leases are recognized on the Consolidated Balance Sheets. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 1 and 10 years. The remaining leases primarily consist of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). We account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.​Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. ​Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases and unless there is an economic, financial or business reason to do so, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability).​Refer to Note 10 herein for further information related to our lease portfolio. ​Goodwill​Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations. The Company performs its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization. The Company continues to define its reporting units as the three reportable business segments. equipment and office equipment and 20 to 40 years for buildings. Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income, dependent upon the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property, plant and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no impairments recorded in 2024, 2023 or 2022 as a result of such reviews.​Leases​Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. Lease right-of-use (“ROU”) assets and lease liabilities for existing operating leases are recognized on the Consolidated Balance Sheets. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 1 and 10 years. The remaining leases primarily consist of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). We account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.​Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. ​Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases and unless there is an economic, financial or business reason to do so, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability).​Refer to Note 10 herein for further information related to our lease portfolio. ​Goodwill​Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations. The Company performs its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization. The Company continues to define its reporting units as the three reportable business segments. equipment and office equipment and 20 to 40 years for buildings. Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income, dependent upon the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property, plant and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no impairments recorded in 2024, 2023 or 2022 as a result of such reviews. ​ Leases ​ Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. Lease right-of-use (“ROU”) assets and lease liabilities for existing operating leases are recognized on the Consolidated Balance Sheets. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 1 and 10 years. The remaining leases primarily consist of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). We account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost. ​ Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. ​ Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases and unless there is an economic, financial or business reason to do so, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability). ​ Refer to Note 10 herein for further information related to our lease portfolio. ​ Goodwill ​ Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations. The Company performs its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization. The Company continues to define its reporting units as the three reportable business segments. 59 59 59 Table of Contents​Annually, the Company performs its goodwill impairment assessment on its three reporting units. In the third quarter of 2024 and 2023, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2024 and 2023, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a quantitative assessment was not required. As a result, no goodwill impairment resulted from the assessments as of July 1, 2024 and 2023.​The Company has not recognized any goodwill impairment in 2024, 2023 or 2022 in connection with its annual impairment assessments. Refer to Note 12 herein for further details related to the carrying amount of goodwill by segment.​Intangible Assets​Other than goodwill, intangible assets primarily consist of customer relationships, proprietary technology, acquired backlog and license agreements and are generally amortized over the estimated periods of benefit. The fair value associated with acquired identifiable intangible assets are generally valued based on discounted cash flow analyses, independent appraisals and certain estimates made by management. The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment. In the third quarter of 2024, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment associated with the Company’s intangible assets in 2024, 2023 or 2022 as a result of such reviews.​Acquisitions​The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Any subsequent adjustments to the purchase price allocation prior to the completion of the measurement period will be reflected as an adjustment to goodwill in the period in which the adjustments are identified. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.​Revenue Recognition​The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. The vast majority of our sales are recognized when products are shipped from our facilities or delivered to our customers, depending on the respective contractual terms. A nominal portion of our contracts have revenue recognized over time as control of the goods transfers, rather than when the goods are delivered, and title, risk and reward of ownership are passed to the customer, since they have no alternative use and for which the Company has an enforceable right to payment, including a reasonable profit margin, from the customer for performance completed to date. Refer to Note 13 herein for further discussion regarding the Company’s disaggregation of net sales.​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales 60 Table of Contents Table of Contents Table of Contents ​Annually, the Company performs its goodwill impairment assessment on its three reporting units. In the third quarter of 2024 and 2023, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2024 and 2023, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a quantitative assessment was not required. As a result, no goodwill impairment resulted from the assessments as of July 1, 2024 and 2023.​The Company has not recognized any goodwill impairment in 2024, 2023 or 2022 in connection with its annual impairment assessments. Refer to Note 12 herein for further details related to the carrying amount of goodwill by segment.​Intangible Assets​Other than goodwill, intangible assets primarily consist of customer relationships, proprietary technology, acquired backlog and license agreements and are generally amortized over the estimated periods of benefit. The fair value associated with acquired identifiable intangible assets are generally valued based on discounted cash flow analyses, independent appraisals and certain estimates made by management. The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment. In the third quarter of 2024, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment associated with the Company’s intangible assets in 2024, 2023 or 2022 as a result of such reviews.​Acquisitions​The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Any subsequent adjustments to the purchase price allocation prior to the completion of the measurement period will be reflected as an adjustment to goodwill in the period in which the adjustments are identified. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.​Revenue Recognition​The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. The vast majority of our sales are recognized when products are shipped from our facilities or delivered to our customers, depending on the respective contractual terms. A nominal portion of our contracts have revenue recognized over time as control of the goods transfers, rather than when the goods are delivered, and title, risk and reward of ownership are passed to the customer, since they have no alternative use and for which the Company has an enforceable right to payment, including a reasonable profit margin, from the customer for performance completed to date. Refer to Note 13 herein for further discussion regarding the Company’s disaggregation of net sales.​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales ​Annually, the Company performs its goodwill impairment assessment on its three reporting units. In the third quarter of 2024 and 2023, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2024 and 2023, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a quantitative assessment was not required. As a result, no goodwill impairment resulted from the assessments as of July 1, 2024 and 2023.​The Company has not recognized any goodwill impairment in 2024, 2023 or 2022 in connection with its annual impairment assessments. Refer to Note 12 herein for further details related to the carrying amount of goodwill by segment.​Intangible Assets​Other than goodwill, intangible assets primarily consist of customer relationships, proprietary technology, acquired backlog and license agreements and are generally amortized over the estimated periods of benefit. The fair value associated with acquired identifiable intangible assets are generally valued based on discounted cash flow analyses, independent appraisals and certain estimates made by management. The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment. In the third quarter of 2024, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment associated with the Company’s intangible assets in 2024, 2023 or 2022 as a result of such reviews.​Acquisitions​The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Any subsequent adjustments to the purchase price allocation prior to the completion of the measurement period will be reflected as an adjustment to goodwill in the period in which the adjustments are identified. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.​Revenue Recognition​The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. The vast majority of our sales are recognized when products are shipped from our facilities or delivered to our customers, depending on the respective contractual terms. A nominal portion of our contracts have revenue recognized over time as control of the goods transfers, rather than when the goods are delivered, and title, risk and reward of ownership are passed to the customer, since they have no alternative use and for which the Company has an enforceable right to payment, including a reasonable profit margin, from the customer for performance completed to date. Refer to Note 13 herein for further discussion regarding the Company’s disaggregation of net sales.​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales ​ Annually, the Company performs its goodwill impairment assessment on its three reporting units. In the third quarter of 2024 and 2023, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2024 and 2023, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a quantitative assessment was not required. As a result, no goodwill impairment resulted from the assessments as of July 1, 2024 and 2023. ​ The Company has not recognized any goodwill impairment in 2024, 2023 or 2022 in connection with its annual impairment assessments. Refer to Note 12 herein for further details related to the carrying amount of goodwill by segment. ​", "prior_body": "​ Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and equipment and office equipment and 20 to 40 years for buildings. Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income, dependent upon the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property, plant and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no impairments recorded in 2023, 2022 or 2021 as a result of such reviews. ​ Leases ​ Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. Lease right-of-use (“ROU”) assets and lease liabilities for existing operating leases are recognized on the Consolidated Balance Sheets. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 2 and 12 years. The remaining leases primarily consist of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real 56 56 56 Table of Contentsestate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). We account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.​Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. ​Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases and unless there is an economic, financial or business reason to do so, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability).​Refer to Note 10 herein for further information related to our lease portfolio. ​Goodwill​Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations. As a result of the change in the reporting segment structure that went in effect on January 1, 2022, the Company utilized the relative fair value allocation approach to reallocate the historical goodwill associated with the previous Interconnect Products and Assemblies segment, while the historical goodwill associated with the previous Cable Products and Solutions segment was allocated in full to the Communications Solutions segment. The Company concluded that there were no events or changes in circumstances, immediately prior to the reporting unit change, that would indicate that either of the Company’s legacy reporting unit’s carrying amount may be impaired. Therefore, no goodwill impairment assessment was deemed necessary related to the legacy reporting units prior to the change.​The Company continues to perform its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization. The Company continues to define its reporting units as the three reportable business segments. Prior to the segment structure change and through December 31, 2021, the Company then defined its reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”.​In 2023 and 2022, the annual goodwill impairment assessment was performed on the Company’s three reporting units, while in 2021, the Company performed its annual assessment on the historic two reporting units that were then in effect. In the third quarter of 2023 and 2022, as part of its annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2023 and 2022, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a 57 Table of Contents Table of Contents Table of Contents estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). We account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.​Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. ​Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases and unless there is an economic, financial or business reason to do so, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability).​Refer to Note 10 herein for further information related to our lease portfolio. ​Goodwill​Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations. As a result of the change in the reporting segment structure that went in effect on January 1, 2022, the Company utilized the relative fair value allocation approach to reallocate the historical goodwill associated with the previous Interconnect Products and Assemblies segment, while the historical goodwill associated with the previous Cable Products and Solutions segment was allocated in full to the Communications Solutions segment. The Company concluded that there were no events or changes in circumstances, immediately prior to the reporting unit change, that would indicate that either of the Company’s legacy reporting unit’s carrying amount may be impaired. Therefore, no goodwill impairment assessment was deemed necessary related to the legacy reporting units prior to the change.​The Company continues to perform its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization. The Company continues to define its reporting units as the three reportable business segments. Prior to the segment structure change and through December 31, 2021, the Company then defined its reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”.​In 2023 and 2022, the annual goodwill impairment assessment was performed on the Company’s three reporting units, while in 2021, the Company performed its annual assessment on the historic two reporting units that were then in effect. In the third quarter of 2023 and 2022, as part of its annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2023 and 2022, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). We account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost. ​ Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. ​ Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases and unless there is an economic, financial or business reason to do so, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability). ​ Refer to Note 10 herein for further information related to our lease portfolio. ​ Goodwill ​ Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations. As a result of the change in the reporting segment structure that went in effect on January 1, 2022, the Company utilized the relative fair value allocation approach to reallocate the historical goodwill associated with the previous Interconnect Products and Assemblies segment, while the historical goodwill associated with the previous Cable Products and Solutions segment was allocated in full to the Communications Solutions segment. The Company concluded that there were no events or changes in circumstances, immediately prior to the reporting unit change, that would indicate that either of the Company’s legacy reporting unit’s carrying amount may be impaired. Therefore, no goodwill impairment assessment was deemed necessary related to the legacy reporting units prior to the change. ​ The Company continues to perform its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization. The Company continues to define its reporting units as the three reportable business segments. Prior to the segment structure change and through December 31, 2021, the Company then defined its reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”. units ​ In 2023 and 2022, the annual goodwill impairment assessment was performed on the Company’s three reporting units, while in 2021, the Company performed its annual assessment on the historic two reporting units that were then in effect. In the third quarter of 2023 and 2022, as part of its annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2023 and 2022, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a 57 57 57 Table of Contentsquantitative assessment was not required. As a result, no goodwill impairment resulted from the assessments as of July 1, 2023 and 2022.​The Company has not recognized any goodwill impairment in 2023, 2022 or 2021 in connection with its annual impairment assessments. Refer to Note 12 herein for further details related to the carrying amount of goodwill by segment. ​Intangible Assets​Other than goodwill, intangible assets primarily consist of customer relationships, proprietary technology, acquired backlog and license agreements and are generally amortized over the estimated periods of benefit. The fair value associated with acquired identifiable intangible assets are generally valued based on discounted cash flow analyses, independent appraisals and certain estimates made by management. The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment. In the third quarter of 2023, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment associated with the Company’s intangible assets in 2023, 2022 or 2021 as a result of such reviews.​Acquisitions​The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Any subsequent adjustments to the purchase price allocation prior to the completion of the measurement period will be reflected as an adjustment to goodwill in the period in which the adjustments are identified. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.​Discontinued Operations and Held for Sale Accounting​The Company reports a component of an entity or group of components of an entity as a discontinued operation and held for sale upon acquisition, if the Company has (i) executed a plan to sell the business as of the acquisition date or (ii) has begun to formulate a plan to sell the business and either currently meets or expects to meet the held for sale criteria within three months. An entity meets the held for sale criteria when (a) management, having the authority to approve the action, commits to a plan to sell the discontinued operation, the plan of which is unlikely to have any significant changes or to be withdrawn, (b) the completed sale is probable within one year, and (c) an active program to locate a buyer has been initiated with the operation actively marketed for sale at a price that is reasonable in relation to its current fair value and for immediate sale in its present condition. The assets acquired and liabilities assumed from an entity that qualifies for held for sale accounting are measured and recorded at fair value less costs to sell, and are recorded as current assets held for sale and current liabilities held for sale when the planned sale is expected to close within one year. The Company separately accounts for the operating results and related cash flows associated with discontinued operations until such operations are divested; such discontinued operations are reported separately from the operating results and related cash flows associated with continuing operations in the accompanying Consolidated Financial Statements. For further information related to the Company’s discontinued operations, refer to Note 11 herein.​Revenue Recognition​The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. The vast majority of our sales are recognized when products are shipped from our facilities or delivered to our customers, depending on the respective contractual terms. A nominal portion of our contracts have revenue recognized over time as 58 Table of Contents Table of Contents Table of Contents quantitative assessment was not required. As a result, no goodwill impairment resulted from the assessments as of July 1, 2023 and 2022.​The Company has not recognized any goodwill impairment in 2023, 2022 or 2021 in connection with its annual impairment assessments. Refer to Note 12 herein for further details related to the carrying amount of goodwill by segment. ​Intangible Assets​Other than goodwill, intangible assets primarily consist of customer relationships, proprietary technology, acquired backlog and license agreements and are generally amortized over the estimated periods of benefit. The fair value associated with acquired identifiable intangible assets are generally valued based on discounted cash flow analyses, independent appraisals and certain estimates made by management. The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment. In the third quarter of 2023, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment associated with the Company’s intangible assets in 2023, 2022 or 2021 as a result of such reviews.​Acquisitions​The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Any subsequent adjustments to the purchase price allocation prior to the completion of the measurement period will be reflected as an adjustment to goodwill in the period in which the adjustments are identified. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.​Discontinued Operations and Held for Sale Accounting​The Company reports a component of an entity or group of components of an entity as a discontinued operation and held for sale upon acquisition, if the Company has (i) executed a plan to sell the business as of the acquisition date or (ii) has begun to formulate a plan to sell the business and either currently meets or expects to meet the held for sale criteria within three months. An entity meets the held for sale criteria when (a) management, having the authority to approve the action, commits to a plan to sell the discontinued operation, the plan of which is unlikely to have any significant changes or to be withdrawn, (b) the completed sale is probable within one year, and (c) an active program to locate a buyer has been initiated with the operation actively marketed for sale at a price that is reasonable in relation to its current fair value and for immediate sale in its present condition. The assets acquired and liabilities assumed from an entity that qualifies for held for sale accounting are measured and recorded at fair value less costs to sell, and are recorded as current assets held for sale and current liabilities held for sale when the planned sale is expected to close within one year. The Company separately accounts for the operating results and related cash flows associated with discontinued operations until such operations are divested; such discontinued operations are reported separately from the operating results and related cash flows associated with continuing operations in the accompanying Consolidated Financial Statements. For further information related to the Company’s discontinued operations, refer to Note 11 herein.​Revenue Recognition​The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. The vast majority of our sales are recognized when products are shipped from our facilities or delivered to our customers, depending on the respective contractual terms. A nominal portion of our contracts have revenue recognized over time as quantitative assessment was not required. As a result, no goodwill impairment resulted from the assessments as of July 1, 2023 and 2022. ​ The Company has not recognized any goodwill impairment in 2023, 2022 or 2021 in connection with its annual impairment assessments. Refer to Note 12 herein for further details related to the carrying amount of goodwill by segment. ​" }, { "status": "MODIFIED", "current_title": "The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change.", "prior_title": "The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change.", "similarity_score": 0.899, "confidence": "high", "key_changes": [ "Reworded sentence: \"This increased focus has led to certain international treaties and agreements and legislative and regulatory efforts.\"", "Reworded sentence: \"In addition, certain governmental bodies have adopted, and are considering adopting additional, mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses.\"", "Reworded sentence: \"Our Program takes a risk-based approach and is integrated into our overall enterprise risk management program.\"", "Reworded sentence: \"This means that if any business unit’s systems are compromised, there is less risk that another business unit will be impacted by that event.\"", "Reworded sentence: \"Risk Factors herein.​22 Table of Contents Table of Contents Table of Contents and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace.​Item 1B.\"" ], "current_body": "​ There is increased public awareness regarding climate change. This increased focus has led to certain international treaties and agreements and legislative and regulatory efforts. In addition to the risks discussed under the risk factor titled “The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming,” the Company may also be subject to larger, global climate change initiatives, laws, regulations or orders which seek to reduce greenhouse gas (“GHG”) emissions. In addition to government requirements, certain of our customers are also imposing climate-related requirements on their suppliers, including us. Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business. ​ Given our global manufacturing presence, any future regulations relating to GHG emissions and/or other climate change-related laws and regulations, beyond initiatives already in process at the Company, could subject us to additional and/or unforeseen compliance costs and limitations, increased energy and raw material costs and incremental capital expenditure requirements. In addition, certain governmental bodies have adopted, and are considering adopting additional, mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses. ​ In recent years, both U.S. and foreign regulations have evolved, and there have been various new laws around the world that have been passed and will require additional ESG-related disclosure. For example, in Europe, the EU finalized the Corporate Sustainability Reporting Directive, which introduces more prescriptive sustainability reporting requirements for EU companies as well as certain non-EU companies. In March 2024, in the U.S., the SEC issued a new rule (Final Rule 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors), which mandates certain climate- and emissions-related disclosure and financial statement requirements that SEC registrants will be required to comply with in their public filings. Although the SEC issued an order staying the new rule in April 2024 pending litigation challenging the new rule, the Company continues to review, evaluate and implement the necessary processes in order to comply with this new rule. The Company’s adoption of and compliance with this new rule could result in additional costs to the Company or other adverse impacts to our business, financial condition or results of operations. This new SEC rule follows actions from certain U.S. states that continue to propose and/or pass their own ESG-related laws, certain of which came into effect in the last few years. For example, on October 7, 2023, the governor of California signed and enacted into law two climate-related disclosure bills (Senate Bill-253, Climate Corporate Data Accountability Act and Senate Bill-261, Greenhouse Gases: Climate-Related Financial Risk), which will require compliance as early as 2026. Such laws are not uniform and may be inconsistently applied, which can increase the complexity and cost of compliance as well as any associated litigation or enforcement risks. ​ In addition to the requirement to comply with these enacted laws and regulations and other potential mandatory ESG requirements, any future regulatory changes in any of the jurisdictions in which we operate, in addition to those already enacted, could result in transition risks to the Company, including, but not limited to: (i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in the market, and/or (vi) reputational risks associated with our customers’ 21 21 21 Table of Contentsand investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace.​Item 1B. Unresolved Staff Comments​None.​Item 1C. Cybersecurity​Cybersecurity Risk Management and Strategy​We have developed and implemented an information security and cybersecurity risk management program (“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information technology systems. Our Program takes a risk-based approach and is integrated into our overall enterprise risk management program. We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensure that our Program is maintained in line with industry best practices. This does not imply that we meet any particular technical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. ​The Company maintains a decentralized information technology infrastructure, where each of our business units utilizes a separate and distinct information technology system. This means that if any business unit’s systems are compromised, there is less risk that another business unit will be impacted by that event. This decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems.​Our Program includes:​●periodic risk assessments and penetration tests, which are integrated within our enterprise risk management framework processes, designed to identify cybersecurity and technology risks, as well as to formulate management actions to respond to, mitigate and remediate material issues (if any);​●annual management reporting to the Board;​●reporting of the scope, objectives and results of internal audits on the procedures performed to validate the effectiveness of our control environment related to our information security systems and security controls to the Audit Committee at least two times a year;​●annual cybersecurity awareness training, including phishing simulation campaigns, to educate employees on recognizing cybersecurity threats and preventing actions that could unintentionally grant unauthorized access to our systems;​●deployment of endpoint protection software, supported by external managed services, to attempt to proactively detect and block malicious code from affecting our systems;​●a cross-functional team principally responsible for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents;​●the use of external service providers, where appropriate, to assess risk, monitor alerts, perform penetration testing or otherwise assist with aspects of our security controls and response to cybersecurity incidents; and​●a documented framework and supporting processes for handling security incidents that facilitates coordination across multiple parts of the Company.​We have not identified risks from known cybersecurity threats, including as a result of any prior security breach, that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition and results of operations. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition. For a discussion of certain risks related to cybersecurity, refer to the risk factor titled “Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties” in Part I, Item 1A. Risk Factors herein.​22 Table of Contents Table of Contents Table of Contents and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace.​Item 1B. Unresolved Staff Comments​None.​Item 1C. Cybersecurity​Cybersecurity Risk Management and Strategy​We have developed and implemented an information security and cybersecurity risk management program (“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information technology systems. Our Program takes a risk-based approach and is integrated into our overall enterprise risk management program. We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensure that our Program is maintained in line with industry best practices. This does not imply that we meet any particular technical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. ​The Company maintains a decentralized information technology infrastructure, where each of our business units utilizes a separate and distinct information technology system. This means that if any business unit’s systems are compromised, there is less risk that another business unit will be impacted by that event. This decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems.​Our Program includes:​●periodic risk assessments and penetration tests, which are integrated within our enterprise risk management framework processes, designed to identify cybersecurity and technology risks, as well as to formulate management actions to respond to, mitigate and remediate material issues (if any);​●annual management reporting to the Board;​●reporting of the scope, objectives and results of internal audits on the procedures performed to validate the effectiveness of our control environment related to our information security systems and security controls to the Audit Committee at least two times a year;​●annual cybersecurity awareness training, including phishing simulation campaigns, to educate employees on recognizing cybersecurity threats and preventing actions that could unintentionally grant unauthorized access to our systems;​●deployment of endpoint protection software, supported by external managed services, to attempt to proactively detect and block malicious code from affecting our systems;​●a cross-functional team principally responsible for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents;​●the use of external service providers, where appropriate, to assess risk, monitor alerts, perform penetration testing or otherwise assist with aspects of our security controls and response to cybersecurity incidents; and​●a documented framework and supporting processes for handling security incidents that facilitates coordination across multiple parts of the Company.​We have not identified risks from known cybersecurity threats, including as a result of any prior security breach, that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition and results of operations. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition. For a discussion of certain risks related to cybersecurity, refer to the risk factor titled “Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties” in Part I, Item 1A. Risk Factors herein.​ and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace.​Item 1B. Unresolved Staff Comments​None.​Item 1C. Cybersecurity​Cybersecurity Risk Management and Strategy​We have developed and implemented an information security and cybersecurity risk management program (“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information technology systems. Our Program takes a risk-based approach and is integrated into our overall enterprise risk management program. We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensure that our Program is maintained in line with industry best practices. This does not imply that we meet any particular technical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. ​The Company maintains a decentralized information technology infrastructure, where each of our business units utilizes a separate and distinct information technology system. This means that if any business unit’s systems are compromised, there is less risk that another business unit will be impacted by that event. This decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems.​Our Program includes:​●periodic risk assessments and penetration tests, which are integrated within our enterprise risk management framework processes, designed to identify cybersecurity and technology risks, as well as to formulate management actions to respond to, mitigate and remediate material issues (if any);​●annual management reporting to the Board;​●reporting of the scope, objectives and results of internal audits on the procedures performed to validate the effectiveness of our control environment related to our information security systems and security controls to the Audit Committee at least two times a year;​●annual cybersecurity awareness training, including phishing simulation campaigns, to educate employees on recognizing cybersecurity threats and preventing actions that could unintentionally grant unauthorized access to our systems;​●deployment of endpoint protection software, supported by external managed services, to attempt to proactively detect and block malicious code from affecting our systems;​●a cross-functional team principally responsible for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents;​●the use of external service providers, where appropriate, to assess risk, monitor alerts, perform penetration testing or otherwise assist with aspects of our security controls and response to cybersecurity incidents; and​●a documented framework and supporting processes for handling security incidents that facilitates coordination across multiple parts of the Company.​We have not identified risks from known cybersecurity threats, including as a result of any prior security breach, that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition and results of operations. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition. For a discussion of certain risks related to cybersecurity, refer to the risk factor titled “Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties” in Part I, Item 1A. Risk Factors herein.​ and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace. ​ Item 1B. Unresolved Staff Comments ​ None. ​ Item 1C. Cybersecurity ​", "prior_body": "​ There is increased public awareness regarding climate change. This increased focus has led to international treaties and agreements and legislative and regulatory efforts. In addition to the risks discussed under the risk factors titled “The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming” and “Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely impact our business,” the Company may also be subject to larger, global climate change initiatives, laws, regulations or orders, such as any laws or regulations to implement the Paris Climate Agreement, which seek to reduce greenhouse gas (“GHG”) emissions. In addition to government requirements, our customers are also increasingly imposing climate-related requirements on their suppliers, including us. Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business. ​ Given our global manufacturing presence, any future regulations relating to GHG emissions and/or other climate change-related laws and regulations, beyond initiatives already in process at the Company, could subject us to additional and/or unforeseen compliance costs and limitations, increased energy and raw material costs and incremental capital expenditure requirements. In addition, governmental bodies are increasingly adopting and considering adopting additional mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses. ​ There have been various new laws around the world that have been passed and will require additional ESG-related disclosure. For example, in Europe, the EU finalized the Corporate Sustainability Reporting Directive (“CSRD”), which introduces more prescriptive sustainability reporting requirements for EU companies as well as certain non-EU companies, and will apply to all in-scope companies by January 1, 2028. In the United States, the SEC has proposed climate-related disclosure rules that have not yet been enacted as of the date of this report, and certain states have begun to pass their own ESG-related laws. For example, on October 7, 2023, the governor of California signed and enacted into law two climate-related disclosure bills (SB-253, Climate Corporate Data Accountability Act and SB-261, Greenhouse Gases: Climate-Related Financial Risk), which will require compliance as early as 2026. ​ Any future regulatory changes in any of the jurisdictions in which we operate could result in transition risks to the Company, including, but not limited to: (i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in the market, and/or (vi) reputational risks associated with our customers’ and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace. ​ Item 1B. Unresolved Staff Comments ​ None. ​ 21 21 21 Table of Contents​Item 1C. Cybersecurity​Cybersecurity Risk Management and Strategy​We have developed and implemented an information security and cybersecurity risk management program (“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information technology systems. Our Program is integrated into our overall enterprise risk management program. We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensure that our Program is maintained in line with industry best practices. This does not imply that we meet any particular technical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. ​The Company maintains a decentralized information technology infrastructure, where each of our business units utilizes a separate and distinct information technology system. This means that if any business unit’s systems are compromised, there is significantly less risk that another business unit will be impacted by that event. This decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems.​Our Program includes:​●risk assessments and penetration tests integrated within our overall risk management processes that are designed to identify cybersecurity and technology risks, as well as to formulate management actions to respond to, mitigate and remediate material issues (if any);●annual management reporting to the Board of Directors (the “Board”);●reporting of the scope, objectives and results of internal audits on the procedures performed on the control environment related to our information security systems and security controls to the Audit Committee at least two times a year;●annual cybersecurity awareness training to instruct employees how to better identify cybersecurity concerns and to avoid actions that might inadvertently allow outsiders to access our systems;●installation of end point protection software on our Company-managed systems and workstations in an effort to detect and prevent malicious code from impacting our systems;●a cross-functional team principally responsible for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents;●the use of external service providers, where appropriate, to assess, monitor, test or otherwise assist with aspects of our security controls and response to cybersecurity incidents; and●a documented framework and supporting processes for handling security incidents that facilitates coordination across multiple parts of the Company.​We have not identified risks from known cybersecurity threats, including as a result of any prior security breach, that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition and results of operations. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition. For a discussion of certain risks related to cybersecurity, refer to the risk factor titled “Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties” in Part I, Item 1A. Risk Factors herein.​Cybersecurity Governance​Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee. At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams) provides an update regarding our Program to the Board. This update provides an overall assessment of the effectiveness of our Program and a review of areas of focus for the upcoming year. The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems 22 Table of Contents Table of Contents Table of Contents ​Item 1C. Cybersecurity​Cybersecurity Risk Management and Strategy​We have developed and implemented an information security and cybersecurity risk management program (“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information technology systems. Our Program is integrated into our overall enterprise risk management program. We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensure that our Program is maintained in line with industry best practices. This does not imply that we meet any particular technical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. ​The Company maintains a decentralized information technology infrastructure, where each of our business units utilizes a separate and distinct information technology system. This means that if any business unit’s systems are compromised, there is significantly less risk that another business unit will be impacted by that event. This decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems.​Our Program includes:​●risk assessments and penetration tests integrated within our overall risk management processes that are designed to identify cybersecurity and technology risks, as well as to formulate management actions to respond to, mitigate and remediate material issues (if any);●annual management reporting to the Board of Directors (the “Board”);●reporting of the scope, objectives and results of internal audits on the procedures performed on the control environment related to our information security systems and security controls to the Audit Committee at least two times a year;●annual cybersecurity awareness training to instruct employees how to better identify cybersecurity concerns and to avoid actions that might inadvertently allow outsiders to access our systems;●installation of end point protection software on our Company-managed systems and workstations in an effort to detect and prevent malicious code from impacting our systems;●a cross-functional team principally responsible for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents;●the use of external service providers, where appropriate, to assess, monitor, test or otherwise assist with aspects of our security controls and response to cybersecurity incidents; and●a documented framework and supporting processes for handling security incidents that facilitates coordination across multiple parts of the Company.​We have not identified risks from known cybersecurity threats, including as a result of any prior security breach, that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition and results of operations. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition. For a discussion of certain risks related to cybersecurity, refer to the risk factor titled “Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties” in Part I, Item 1A. Risk Factors herein.​Cybersecurity Governance​Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee. At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams) provides an update regarding our Program to the Board. This update provides an overall assessment of the effectiveness of our Program and a review of areas of focus for the upcoming year. The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems ​ Item 1C. Cybersecurity ​" }, { "status": "MODIFIED", "current_title": "The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams.", "prior_title": "The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams.", "similarity_score": 0.896, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our various management teams.\"" ], "current_body": "​ Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our various management teams. It is possible that scarce labor market conditions, which the Company has experienced from time to time, could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations. In addition, our business could also be adversely impacted by any ongoing increases in labor costs, including wages and benefits. ​", "prior_body": "​ Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our executive and core management teams. Given the current inflationary wage environment and strong demand for skilled labor in many of the countries and regions in which we operate, the ability to identify and attract new talent, as well as retain existing talent, may prove to be difficult. It is possible that the current labor market could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations. In addition, our business could also be adversely impacted by the ongoing increases in labor costs, including wages and benefits. ​" }, { "status": "MODIFIED", "current_title": "Net sales by:", "prior_title": "Net sales by:", "similarity_score": 0.896, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Selling, general and administrative expenses were $1,489.9, or 11.9% of net sales, for 2023, compared to $1,420.9, or 11.3% of net sales, for 2022.\"", "Reworded sentence: \"Selling and marketing expenses increased $24.2 in 2023 compared to 2022, and represented approximately 4.3% of net sales in 2023 and 4.1% of net sales in 2022.​Operating income was $2,559.6, or 20.4% of net sales, in 2023, compared to $2,585.8, or 20.5% of net sales, in 2022.\"", "Reworded sentence: \"Operating income in 2022 included acquisition-related expenses of $21.5, comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs.\"", "Reworded sentence: \"Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year.\"", "Reworded sentence: \"35 Table of Contents Table of Contents Table of Contents in 2023 was 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.\"" ], "current_body": "2024 2023 (GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ Segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh Environment Solutions ​ $ 4,417.4 $ 3,530.8 ​ 25 % ​ — % ​ 25 % ​ 21 % ​ 4 % ​ Communications Solutions ​ ​ 6,323.8 ​ ​ 4,912.8 ​ 29 % ​ — % ​ 29 % ​ 2 % ​ 27 % ​ Interconnect and Sensor Systems ​ 4,481.5 ​ 4,111.1 ​ 9 % ​ — % ​ 9 % ​ 5 % ​ 4 % ​ Consolidated ​ $ 15,222.7 ​ $ 12,554.7 ​ 21 % ​ — % ​ 21 % ​ 8 % ​ 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (6): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 5,272.3 $ 4,405.4 ​ 20 % ​ — % ​ 20 % ​ 16 % ​ 3 % ​ Foreign ​ 9,950.4 ​ 8,149.3 ​ 22 % ​ — % ​ 23 % ​ 4 % ​ 19 % ​ Consolidated ​ $ 15,222.7 ​ $ 12,554.7 ​ 21 % ​ — % ​ 21 % ​ 8 % ​ 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia. The comparatively stronger U.S. dollar in 2024 had the effect of decreasing sales by approximately $39.6, compared to 2023. ​ Selling, general and administrative expenses were $1,855.4, or 12.2% of net sales, for 2024, compared to $1,489.9, or 11.9% of net sales, for 2023. The increase in Selling, general and administrative expenses and such expenses as a percentage of net sales in 2024 was 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 increased $148.0 in 2024 and represented approximately 5.0% of net sales in 2024 and 4.8% of net sales in 2023. Research and development expenses increased $110.8 in 2024, primarily related to increases in expenses for new product development, and represented approximately 3.0% of net sales in 2024 and 2.7% of net sales in 2023. Selling and marketing expenses increased $106.7 in 2024 compared to 2023, and represented approximately 4.2% of net sales in 2024 and 4.3% of net sales in 2023. ​ 31 31 31 Table of ContentsOperating income was $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023. Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income. The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023. The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was 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 in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023. The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily 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. ​Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023. The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes.​Operating income for the Interconnect and Sensor Systems segment in 2024 was $825.9, or 18.4% of net sales, compared to $753.7, or 18.3% of net sales in 2023. The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was 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. ​Interest expense was $217.0 in 2024 compared to $139.5 in 2023. The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.​Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023. The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, along with increased interest rates.​Provision for income taxes was at an effective rate of 18.9% in 2024 and 20.7% in 2023. Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) 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, and (iii) the tax effects of the aforementioned acquisition-related expenses during the year. Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year. These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the 32 Table of Contents Table of Contents Table of Contents Operating income was $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023. Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income. The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023. The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was 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 in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023. The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily 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. ​Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023. The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes.​Operating income for the Interconnect and Sensor Systems segment in 2024 was $825.9, or 18.4% of net sales, compared to $753.7, or 18.3% of net sales in 2023. The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was 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. ​Interest expense was $217.0 in 2024 compared to $139.5 in 2023. The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.​Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023. The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, along with increased interest rates.​Provision for income taxes was at an effective rate of 18.9% in 2024 and 20.7% in 2023. Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) 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, and (iii) the tax effects of the aforementioned acquisition-related expenses during the year. Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year. These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the Operating income was $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023. Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income. The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023. The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was 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 in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023. The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily 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. ​Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023. The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes.​Operating income for the Interconnect and Sensor Systems segment in 2024 was $825.9, or 18.4% of net sales, compared to $753.7, or 18.3% of net sales in 2023. The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was 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. ​Interest expense was $217.0 in 2024 compared to $139.5 in 2023. The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.​Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023. The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, along with increased interest rates.​Provision for income taxes was at an effective rate of 18.9% in 2024 and 20.7% in 2023. Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) 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, and (iii) the tax effects of the aforementioned acquisition-related expenses during the year. Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year. These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the Operating income was $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023. Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income. The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023. The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was 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 in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023. The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily 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. ​ Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023. The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes. ​ Operating income for the Interconnect and Sensor Systems segment in 2024 was $825.9, or 18.4% of net sales, compared to $753.7, or 18.3% of net sales in 2023. The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was 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. ​ Interest expense was $217.0 in 2024 compared to $139.5 in 2023. The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt. ​ Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023. The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, along with increased interest rates. ​ Provision for income taxes was at an effective rate of 18.9% in 2024 and 20.7% in 2023. Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) 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, and (iii) the tax effects of the aforementioned acquisition-related expenses during the year. Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year. These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the 32 32 32 Table of ContentsU.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023. 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 7, were $2,382.1 and $1.89, respectively, for 2024, compared to $1,870.4 and $1.51, respectively, for 2023.​The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024 and 2023:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​​​​​​​Net Income​​​​​ ​​​​​​Net Income​​​​​​​​​​​​attributable​Effective​​​​​​​​​attributable​Effective​​​​​Operating​Operating​to Amphenol​Tax ​Diluted​Operating​Operating​to Amphenol​Tax ​Diluted​​Income Margin (1) Corporation Rate (1) ​EPS Income Margin (1) Corporation Rate (1) ​EPSReported (GAAP)​$ 3,156.9 20.7% $ 2,424.0​ 18.9% $ 1.92​$ 2,559.6 20.4% $ 1,928.0​ 20.7% $ 1.55Amortization of acquisition-related inventory step-up costs​​ 18.2​ 0.1​​ 14.0​ —​​ 0.01​​ —​ —​​ —​ —​​ —Acquisition-related expenses​​ 127.4​ 0.8​​ 105.3​ (0.3)​​ 0.08​​ 34.6​ 0.3​​ 30.2​ (0.2)​​ 0.02Gain on bargain purchase acquisition​​ —​ —​​ —​ —​​ —​​ —​ —​​ (5.4)​ 0.1​​ —Excess tax benefits related to stock-based compensation​​ —​ —​​ (142.6)​ 4.7​​ (0.11)​​ —​ —​​ (82.4)​ 3.4​​ (0.07)Discrete tax items​​ —​ —​​ (18.6)​ 0.6​​ (0.01)​​ —​ —​​ —​ —​​ —Adjusted (non-GAAP) (2)​$ 3,302.5​ 21.7% $ 2,382.1​ 24.0% $ 1.89​$ 2,594.2​ 20.7% $ 1,870.4​ 24.0% $ 1.51​(1)While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.(2)All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​​2023 Compared to 2022​Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended December 31, 2022, which represented a decrease of 1% in U.S. dollars and 3% organically (excluding both currency and acquisition impacts), while flat in constant currencies compared to the prior year. The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below. From an end market standpoint, the decrease in net sales was driven by organic declines in the IT datacom, mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains. Net sales to the defense market increased approximately $237.6, driven by broad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters, communications, and space-related applications, as well as contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes. Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications. Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications, including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications. Net sales to the mobile networks market decreased approximately $163.9, driven by 33 Table of Contents Table of Contents Table of Contents U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023. 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 7, were $2,382.1 and $1.89, respectively, for 2024, compared to $1,870.4 and $1.51, respectively, for 2023.​The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024 and 2023:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​​​​​​​Net Income​​​​​ ​​​​​​Net Income​​​​​​​​​​​​attributable​Effective​​​​​​​​​attributable​Effective​​​​​Operating​Operating​to Amphenol​Tax ​Diluted​Operating​Operating​to Amphenol​Tax ​Diluted​​Income Margin (1) Corporation Rate (1) ​EPS Income Margin (1) Corporation Rate (1) ​EPSReported (GAAP)​$ 3,156.9 20.7% $ 2,424.0​ 18.9% $ 1.92​$ 2,559.6 20.4% $ 1,928.0​ 20.7% $ 1.55Amortization of acquisition-related inventory step-up costs​​ 18.2​ 0.1​​ 14.0​ —​​ 0.01​​ —​ —​​ —​ —​​ —Acquisition-related expenses​​ 127.4​ 0.8​​ 105.3​ (0.3)​​ 0.08​​ 34.6​ 0.3​​ 30.2​ (0.2)​​ 0.02Gain on bargain purchase acquisition​​ —​ —​​ —​ —​​ —​​ —​ —​​ (5.4)​ 0.1​​ —Excess tax benefits related to stock-based compensation​​ —​ —​​ (142.6)​ 4.7​​ (0.11)​​ —​ —​​ (82.4)​ 3.4​​ (0.07)Discrete tax items​​ —​ —​​ (18.6)​ 0.6​​ (0.01)​​ —​ —​​ —​ —​​ —Adjusted (non-GAAP) (2)​$ 3,302.5​ 21.7% $ 2,382.1​ 24.0% $ 1.89​$ 2,594.2​ 20.7% $ 1,870.4​ 24.0% $ 1.51​(1)While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.(2)All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​​2023 Compared to 2022​Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended December 31, 2022, which represented a decrease of 1% in U.S. dollars and 3% organically (excluding both currency and acquisition impacts), while flat in constant currencies compared to the prior year. The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below. From an end market standpoint, the decrease in net sales was driven by organic declines in the IT datacom, mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains. Net sales to the defense market increased approximately $237.6, driven by broad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters, communications, and space-related applications, as well as contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes. Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications. Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications, including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications. Net sales to the mobile networks market decreased approximately $163.9, driven by U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023. 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 7, were $2,382.1 and $1.89, respectively, for 2024, compared to $1,870.4 and $1.51, respectively, for 2023.​The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024 and 2023:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​​​​​​​Net Income​​​​​ ​​​​​​Net Income​​​​​​​​​​​​attributable​Effective​​​​​​​​​attributable​Effective​​​​​Operating​Operating​to Amphenol​Tax ​Diluted​Operating​Operating​to Amphenol​Tax ​Diluted​​Income Margin (1) Corporation Rate (1) ​EPS Income Margin (1) Corporation Rate (1) ​EPSReported (GAAP)​$ 3,156.9 20.7% $ 2,424.0​ 18.9% $ 1.92​$ 2,559.6 20.4% $ 1,928.0​ 20.7% $ 1.55Amortization of acquisition-related inventory step-up costs​​ 18.2​ 0.1​​ 14.0​ —​​ 0.01​​ —​ —​​ —​ —​​ —Acquisition-related expenses​​ 127.4​ 0.8​​ 105.3​ (0.3)​​ 0.08​​ 34.6​ 0.3​​ 30.2​ (0.2)​​ 0.02Gain on bargain purchase acquisition​​ —​ —​​ —​ —​​ —​​ —​ —​​ (5.4)​ 0.1​​ —Excess tax benefits related to stock-based compensation​​ —​ —​​ (142.6)​ 4.7​​ (0.11)​​ —​ —​​ (82.4)​ 3.4​​ (0.07)Discrete tax items​​ —​ —​​ (18.6)​ 0.6​​ (0.01)​​ —​ —​​ —​ —​​ —Adjusted (non-GAAP) (2)​$ 3,302.5​ 21.7% $ 2,382.1​ 24.0% $ 1.89​$ 2,594.2​ 20.7% $ 1,870.4​ 24.0% $ 1.51​(1)While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.(2)All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​​2023 Compared to 2022​Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended December 31, 2022, which represented a decrease of 1% in U.S. dollars and 3% organically (excluding both currency and acquisition impacts), while flat in constant currencies compared to the prior year. The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below. From an end market standpoint, the decrease in net sales was driven by organic declines in the IT datacom, mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains. Net sales to the defense market increased approximately $237.6, driven by broad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters, communications, and space-related applications, as well as contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes. Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications. Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications, including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications. Net sales to the mobile networks market decreased approximately $163.9, driven by U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​ Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023. 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 7, were $2,382.1 and $1.89, respectively, for 2024, compared to $1,870.4 and $1.51, respectively, for 2023. ​ 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 years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "2023 2022 (GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ Segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh Environment Solutions ​ $ 3,530.8 $ 3,107.2 ​ 14 % ​ — % ​ 14 % ​ 5 % ​ 9 % ​ Communications Solutions ​ ​ 4,912.8 ​ ​ 5,652.4 ​ (13) % ​ (1) % ​ (12) % ​ 1 % ​ (13) % ​ Interconnect and Sensor Systems ​ 4,111.1 ​ 3,863.4 ​ 6 % ​ — % ​ 7 % ​ 3 % ​ 3 % ​ Consolidated ​ $ 12,554.7 ​ $ 12,623.0 ​ (1) % ​ — % ​ — % ​ 3 % ​ (3) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (6): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 4,405.4 $ 4,155.2 ​ 6 % ​ — % ​ 6 % ​ 5 % ​ 1 % ​ Foreign ​ 8,149.3 ​ 8,467.8 ​ (4) % ​ (1) % ​ (3) % ​ 1 % ​ (4) % ​ Consolidated ​ $ 12,554.7 ​ $ 12,623.0 ​ (1) % ​ — % ​ — % ​ 3 % ​ (3) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The decrease in foreign net sales in 2023 compared to 2022 was primarily driven by sales declines in Asia. The comparatively stronger U.S. dollar in 2023 had the effect of decreasing sales by approximately $61.1, compared to 2022. ​ Selling, general and administrative expenses were $1,489.9, or 11.9% of net sales for 2023, compared to $1,420.9, or 11.3% of net sales, for 2022. The increase in Selling, general and administrative expenses as a percentage of net sales in 2023 was 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 increased $26.2 in 2023 and represented approximately 4.8% of net sales in 2023 and 4.6% of net sales in 2022. Research and development expenses increased $18.6 in 2023, primarily related to increases in expenses for new product development, and represented approximately 2.7% of net sales in 2023 and 2.6% of net sales in 2022. Selling and marketing expenses increased $24.2 in 2023 compared to 2022, and represented approximately 4.3% of net sales in 2023 and 4.1% of net sales in 2022. ​ Operating income was $2,559.6, or 20.4% of net sales, in 2023, compared to $2,585.8, or 20.5% of net sales, in 2022. Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Operating income in 2022 included acquisition-related expenses of $21.5, 30 30 30 Table of Contentscomprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. The acquisition-related expenses in 2023 and 2022 had the effect of decreasing net income from continuing operations by $30.2, or $0.05 per share, and $18.4, or $0.03 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. 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 $2,594.2 and 20.7% of net sales, respectively, in 2023, and $2,607.3 and 20.7% of net sales, respectively, in 2022. While Adjusted Operating Income decreased modestly from 2022, Adjusted Operating Margin remained flat in 2023 relative to 2022, as the benefit of pricing actions and strong operational performance were offset by the operating leverage on the lower sales volumes, along with the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company.​Operating income for the Harsh Environment Solutions segment in 2023 was $943.9, or 26.7% of net sales, compared to $801.6, or 25.8% of net sales in 2022. The increase in operating margin for the Harsh Environment Solutions segment for 2023 compared to 2022 was primarily driven by normal operating leverage on the higher sales volumes and strong operational performance, combined with the benefit of pricing actions, all partially offset by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company. ​Operating income for the Communications Solutions segment in 2023 was $1,063.5, or 21.6% of net sales, compared to $1,245.7, or 22.0% of net sales in 2022. The decrease in operating margin for the Communications Solutions segment for 2023 compared to 2022 was primarily driven by operating leverage on the lower sales volumes, partially offset by the benefit of pricing actions and strong operational performance.​Operating income for the Interconnect and Sensor Systems segment in 2023 was $753.7, or 18.3% of net sales, compared to $716.5, or 18.5% of net sales in 2022. The modest decrease in operating margin for the Interconnect and Sensor Systems segment for 2023 compared to 2022 was primarily driven by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company, partially offset by the normal operating leverage on the higher sales volumes combined with the benefit of pricing actions. ​Interest expense was $139.5 in 2023 compared to $128.4 in 2022. The increase in interest expense was driven by the higher interest rate environment, which primarily impacted borrowings under the Company’s U.S. Commercial Paper Program that were outstanding throughout much of 2023. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.​Provision for income taxes was at an effective rate of 20.7% in 2023 and 22.3% in 2022. Provision for income taxes in 2023 included excess tax benefits of $82.4 from stock option exercises as well as the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, all of which were partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. Provision for income taxes in 2022 included excess tax benefits of $56.0 from stock option exercises, partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% and 24.5% for 2023 and 2022, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​Net income from continuing operations attributable to Amphenol Corporation and Net income from continuing operations per common share attributable to Amphenol Corporation-Diluted (“Diluted EPS”) were $1,928.0 and $3.11, respectively, for 2023, compared to $1,902.3 and $3.06, respectively, for 2022. Excluding the effect of the items discussed above, Adjusted Net Income from continuing operations 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 7, were $1,870.4 and $3.01, respectively, for 2023, compared to $1,864.7 and $3.00, respectively, for 2022.​31 Table of Contents Table of Contents Table of Contents comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. The acquisition-related expenses in 2023 and 2022 had the effect of decreasing net income from continuing operations by $30.2, or $0.05 per share, and $18.4, or $0.03 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. 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 $2,594.2 and 20.7% of net sales, respectively, in 2023, and $2,607.3 and 20.7% of net sales, respectively, in 2022. While Adjusted Operating Income decreased modestly from 2022, Adjusted Operating Margin remained flat in 2023 relative to 2022, as the benefit of pricing actions and strong operational performance were offset by the operating leverage on the lower sales volumes, along with the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company.​Operating income for the Harsh Environment Solutions segment in 2023 was $943.9, or 26.7% of net sales, compared to $801.6, or 25.8% of net sales in 2022. The increase in operating margin for the Harsh Environment Solutions segment for 2023 compared to 2022 was primarily driven by normal operating leverage on the higher sales volumes and strong operational performance, combined with the benefit of pricing actions, all partially offset by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company. ​Operating income for the Communications Solutions segment in 2023 was $1,063.5, or 21.6% of net sales, compared to $1,245.7, or 22.0% of net sales in 2022. The decrease in operating margin for the Communications Solutions segment for 2023 compared to 2022 was primarily driven by operating leverage on the lower sales volumes, partially offset by the benefit of pricing actions and strong operational performance.​Operating income for the Interconnect and Sensor Systems segment in 2023 was $753.7, or 18.3% of net sales, compared to $716.5, or 18.5% of net sales in 2022. The modest decrease in operating margin for the Interconnect and Sensor Systems segment for 2023 compared to 2022 was primarily driven by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company, partially offset by the normal operating leverage on the higher sales volumes combined with the benefit of pricing actions. ​Interest expense was $139.5 in 2023 compared to $128.4 in 2022. The increase in interest expense was driven by the higher interest rate environment, which primarily impacted borrowings under the Company’s U.S. Commercial Paper Program that were outstanding throughout much of 2023. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.​Provision for income taxes was at an effective rate of 20.7% in 2023 and 22.3% in 2022. Provision for income taxes in 2023 included excess tax benefits of $82.4 from stock option exercises as well as the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, all of which were partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. Provision for income taxes in 2022 included excess tax benefits of $56.0 from stock option exercises, partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% and 24.5% for 2023 and 2022, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​Net income from continuing operations attributable to Amphenol Corporation and Net income from continuing operations per common share attributable to Amphenol Corporation-Diluted (“Diluted EPS”) were $1,928.0 and $3.11, respectively, for 2023, compared to $1,902.3 and $3.06, respectively, for 2022. Excluding the effect of the items discussed above, Adjusted Net Income from continuing operations 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 7, were $1,870.4 and $3.01, respectively, for 2023, compared to $1,864.7 and $3.00, respectively, for 2022.​ comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. The acquisition-related expenses in 2023 and 2022 had the effect of decreasing net income from continuing operations by $30.2, or $0.05 per share, and $18.4, or $0.03 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. 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 $2,594.2 and 20.7% of net sales, respectively, in 2023, and $2,607.3 and 20.7% of net sales, respectively, in 2022. While Adjusted Operating Income decreased modestly from 2022, Adjusted Operating Margin remained flat in 2023 relative to 2022, as the benefit of pricing actions and strong operational performance were offset by the operating leverage on the lower sales volumes, along with the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company. ​ Operating income for the Harsh Environment Solutions segment in 2023 was $943.9, or 26.7% of net sales, compared to $801.6, or 25.8% of net sales in 2022. The increase in operating margin for the Harsh Environment Solutions segment for 2023 compared to 2022 was primarily driven by normal operating leverage on the higher sales volumes and strong operational performance, combined with the benefit of pricing actions, all partially offset by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company. ​ Operating income for the Communications Solutions segment in 2023 was $1,063.5, or 21.6% of net sales, compared to $1,245.7, or 22.0% of net sales in 2022. The decrease in operating margin for the Communications Solutions segment for 2023 compared to 2022 was primarily driven by operating leverage on the lower sales volumes, partially offset by the benefit of pricing actions and strong operational performance. ​ Operating income for the Interconnect and Sensor Systems segment in 2023 was $753.7, or 18.3% of net sales, compared to $716.5, or 18.5% of net sales in 2022. The modest decrease in operating margin for the Interconnect and Sensor Systems segment for 2023 compared to 2022 was primarily driven by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company, partially offset by the normal operating leverage on the higher sales volumes combined with the benefit of pricing actions. ​ Interest expense was $139.5 in 2023 compared to $128.4 in 2022. The increase in interest expense was driven by the higher interest rate environment, which primarily impacted borrowings under the Company’s U.S. Commercial Paper Program that were outstanding throughout much of 2023. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt. ​ Provision for income taxes was at an effective rate of 20.7% in 2023 and 22.3% in 2022. Provision for income taxes in 2023 included excess tax benefits of $82.4 from stock option exercises as well as the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, all of which were partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. Provision for income taxes in 2022 included excess tax benefits of $56.0 from stock option exercises, partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% and 24.5% for 2023 and 2022, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​ Net income from continuing operations attributable to Amphenol Corporation and Net income from continuing operations per common share attributable to Amphenol Corporation-Diluted (“Diluted EPS”) were $1,928.0 and $3.11, respectively, for 2023, compared to $1,902.3 and $3.06, respectively, for 2022. Excluding the effect of the items discussed above, Adjusted Net Income from continuing operations 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 7, were $1,870.4 and $3.01, respectively, for 2023, compared to $1,864.7 and $3.00, respectively, for 2022. ​ 31 31 31 Table of ContentsThe following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income from continuing operations attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (all on a continuing operations basis only, each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2023 and 2022:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2023​2022​​​​​​​Net Income​​​​​ ​​​​​​Net Income​​​​​​​​​​​​attributable​Effective​​​​​​​​​attributable​Effective​​​​​Operating​Operating​to Amphenol​Tax ​Diluted​Operating​Operating​to Amphenol​Tax ​Diluted​​Income Margin (1) Corporation Rate (1) ​EPS Income Margin (1) Corporation Rate (1) ​EPSReported (GAAP)​$ 2,559.6 20.4% $ 1,928.0​ 20.7% $ 3.11​$ 2,585.8 20.5% $ 1,902.3​ 22.3% $ 3.06Acquisition-related expenses ​​ 34.6​ 0.3​​ 30.2​ (0.2)​​ 0.05​​ 21.5​ 0.2​​ 18.4​ (0.1)​​ 0.03Gain on bargain purchase acquisition​​ —​ —​​ (5.4)​ 0.1​​ (0.01)​​ —​ —​​ —​ —​​ —Excess tax benefits related to stock-based compensation​​ —​ —​​ (82.4)​ 3.4​​ (0.13)​​ —​ —​​ (56.0)​ 2.3​​ (0.09)Adjusted (non-GAAP) (2)​$ 2,594.2​ 20.7% $ 1,870.4​ 24.0% $ 3.01​$ 2,607.3​ 20.7% $ 1,864.7​ 24.5% $ 3.00​Note: All data in the tables above are on a continuing operations basis only and exclude results associated with discontinued operations.​(1)While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.(2)All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​​2022 Compared to 2021​Net sales were $12,623.0 for the year ended December 31, 2022 compared to $10,876.3 for the year ended December 31, 2021, which represented an increase of 16% in U.S. dollars, 19% in constant currencies and 15% organically (excluding both currency and acquisition impacts) compared to the prior year. The increase in net sales in 2022 was driven by robust growth across all three reportable business segments, as described below. From an end market standpoint, the increase in net sales was driven by robust organic growth across most end markets, including the automotive, IT datacom, industrial, broadband communications and commercial aerospace markets, moderate organic growth in the defense, mobile networks and mobile devices markets, and contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $470.1, reflecting broad-based growth across our global automotive market, including the Company’s strength in next-generation electronics, in particular electric and hybrid drive trains, power management, infotainment communications, antenna and antenna assemblies, charging stations, and safety and security systems. Net sales to the IT datacom market increased approximately $414.6, as we continue to benefit from our strong technology solutions and leading position across a broad array of applications as customers continue to support higher demand for increased bandwidth and cloud storage, along with contributions from acquisitions. Net sales to the industrial market increased approximately $399.7, with broad-based growth across nearly all market segments of the global industrial market, with particular strength in e-mobility applications primarily in heavy and commercial vehicles, along with strong growth in factory automation, alternative energy, medical, and transportation applications, as well as contributions from acquisitions. Net sales to the broadband communications market increased approximately $241.2, driven by increased overall demand from broadband service operators related to data network upgrades and expansions, along with contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $85.6, primarily due to the continued recovery in travel and demand for aircraft, along with contributions from acquisitions. Net sales to the defense market increased approximately $47.9, driven by strength in space-related applications, unmanned aerial vehicles, ground vehicles, and avionics, as well as contributions from acquisitions. Net sales to the mobile networks market increased approximately $46.4, driven by continued recovery in demand from mobile networks equipment manufacturers and mobile operators, along with contributions from acquisitions. Net sales to the mobile devices market increased approximately $41.2, driven by growth in products incorporated into smartphones and wearable devices, partially offset by moderations in sales of tablets, hearable devices and laptops. ​Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) increased 13% in U.S. dollars, 16% in constant currencies and 15% organically, in 2022, compared to 2021. The sales growth in 2022 was driven by strong organic growth in the industrial, automotive and commercial aerospace markets, and moderate organic 32 Table of Contents Table of Contents Table of Contents The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income from continuing operations attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (all on a continuing operations basis only, each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2023 and 2022:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2023​2022​​​​​​​Net Income​​​​​ ​​​​​​Net Income​​​​​​​​​​​​attributable​Effective​​​​​​​​​attributable​Effective​​​​​Operating​Operating​to Amphenol​Tax ​Diluted​Operating​Operating​to Amphenol​Tax ​Diluted​​Income Margin (1) Corporation Rate (1) ​EPS Income Margin (1) Corporation Rate (1) ​EPSReported (GAAP)​$ 2,559.6 20.4% $ 1,928.0​ 20.7% $ 3.11​$ 2,585.8 20.5% $ 1,902.3​ 22.3% $ 3.06Acquisition-related expenses ​​ 34.6​ 0.3​​ 30.2​ (0.2)​​ 0.05​​ 21.5​ 0.2​​ 18.4​ (0.1)​​ 0.03Gain on bargain purchase acquisition​​ —​ —​​ (5.4)​ 0.1​​ (0.01)​​ —​ —​​ —​ —​​ —Excess tax benefits related to stock-based compensation​​ —​ —​​ (82.4)​ 3.4​​ (0.13)​​ —​ —​​ (56.0)​ 2.3​​ (0.09)Adjusted (non-GAAP) (2)​$ 2,594.2​ 20.7% $ 1,870.4​ 24.0% $ 3.01​$ 2,607.3​ 20.7% $ 1,864.7​ 24.5% $ 3.00​Note: All data in the tables above are on a continuing operations basis only and exclude results associated with discontinued operations.​(1)While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.(2)All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​​2022 Compared to 2021​Net sales were $12,623.0 for the year ended December 31, 2022 compared to $10,876.3 for the year ended December 31, 2021, which represented an increase of 16% in U.S. dollars, 19% in constant currencies and 15% organically (excluding both currency and acquisition impacts) compared to the prior year. The increase in net sales in 2022 was driven by robust growth across all three reportable business segments, as described below. From an end market standpoint, the increase in net sales was driven by robust organic growth across most end markets, including the automotive, IT datacom, industrial, broadband communications and commercial aerospace markets, moderate organic growth in the defense, mobile networks and mobile devices markets, and contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $470.1, reflecting broad-based growth across our global automotive market, including the Company’s strength in next-generation electronics, in particular electric and hybrid drive trains, power management, infotainment communications, antenna and antenna assemblies, charging stations, and safety and security systems. Net sales to the IT datacom market increased approximately $414.6, as we continue to benefit from our strong technology solutions and leading position across a broad array of applications as customers continue to support higher demand for increased bandwidth and cloud storage, along with contributions from acquisitions. Net sales to the industrial market increased approximately $399.7, with broad-based growth across nearly all market segments of the global industrial market, with particular strength in e-mobility applications primarily in heavy and commercial vehicles, along with strong growth in factory automation, alternative energy, medical, and transportation applications, as well as contributions from acquisitions. Net sales to the broadband communications market increased approximately $241.2, driven by increased overall demand from broadband service operators related to data network upgrades and expansions, along with contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $85.6, primarily due to the continued recovery in travel and demand for aircraft, along with contributions from acquisitions. Net sales to the defense market increased approximately $47.9, driven by strength in space-related applications, unmanned aerial vehicles, ground vehicles, and avionics, as well as contributions from acquisitions. Net sales to the mobile networks market increased approximately $46.4, driven by continued recovery in demand from mobile networks equipment manufacturers and mobile operators, along with contributions from acquisitions. Net sales to the mobile devices market increased approximately $41.2, driven by growth in products incorporated into smartphones and wearable devices, partially offset by moderations in sales of tablets, hearable devices and laptops. ​Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) increased 13% in U.S. dollars, 16% in constant currencies and 15% organically, in 2022, compared to 2021. The sales growth in 2022 was driven by strong organic growth in the industrial, automotive and commercial aerospace markets, and moderate organic The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income from continuing operations attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (all on a continuing operations basis only, each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "Year Ended December 31,", "prior_title": "Year Ended December 31,", "similarity_score": 0.896, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ 2024 2023 2022 Net cash provided by operating activities ​ $ 2,814.7 ​ $ 2,528.7 ​ $ 2,174.6 Net cash used in investing activities ​ (2,648.6) ​ (1,393.7) ​ (731.1) Net cash provided by (used in) financing activities ​ 1,729.9 ​ (1,012.4) ​ (1,196.7) Effect of exchange rate changes on cash and cash equivalents ​ (54.0) ​ (20.7) ​ (70.8) Net increase in cash and cash equivalents ​ $ 1,842.0 ​ $ 101.9 ​ $ 176.0 ​ ​ Operating Activities ​ The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths.\"", "Reworded sentence: \"​ The following describes the significant changes in the amounts as presented on the accompanying Consolidated Balance Sheets at December 31, 2024 compared to December 31, 2023.\"", "Reworded sentence: \"GAAP financial measure for the years ended December 31, 2024, 2023 and 2022.\"", "Reworded sentence: \"​ The Company has significant flexibility to meet its financial commitments.\"", "Reworded sentence: \"The Company’s debt financing includes the use of the Commercial Paper Programs, the Revolving Credit Facility, and senior notes as part of its overall cash management strategy.\"" ], "current_body": "​ 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 66.2 ​ 67.5 ​ 68.1 ​ Acquisition-related expenses 0.8 ​ 0.3 ​ 0.2 ​ Selling, general and administrative expenses 12.2 ​ 11.9 ​ 11.3 ​ Operating income 20.7 ​ 20.4 ​ 20.5 ​ Interest expense (1.4) ​ (1.1) ​ (1.0) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.5 ​ 0.2 ​ 0.1 ​ Income before income taxes 19.8 ​ 19.6 ​ 19.5 ​ Provision for income taxes (3.7) ​ (4.1) ​ (4.4) ​ Net income 16.0 ​ 15.5 ​ 15.2 ​ Net income attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income attributable to Amphenol Corporation 15.9 % 15.4 % 15.1 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​", "prior_body": "​ 2023 2022 2021 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 67.5 ​ 68.1 ​ 68.7 ​ Acquisition-related expenses 0.3 ​ 0.2 ​ 0.6 ​ Selling, general and administrative expenses 11.9 ​ 11.3 ​ 11.3 ​ Operating income 20.4 ​ 20.5 ​ 19.4 ​ Interest expense (1.1) ​ (1.0) ​ (1.1) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.2 ​ 0.1 ​ — ​ Income from continuing operations before income taxes 19.6 ​ 19.5 ​ 18.3 ​ Provision for income taxes (4.1) ​ (4.4) ​ (3.8) ​ Net income from continuing operations 15.5 ​ 15.2 ​ 14.5 ​ Net income from continuing operations attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income from continuing operations attributable to Amphenol Corporation ​ 15.4 ​ 15.1 ​ 14.4 ​ Income from discontinued operations attributable to Amphenol Corporation — ​ — ​ 0.2 ​ Net income attributable to Amphenol Corporation 15.4 % 15.1 % 14.6 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​" }, { "status": "MODIFIED", "current_title": "The Company must comply with complex export and import controls as well as economic sanctions and trade embargoes imposed by the United States government and other countries.", "prior_title": "The Company must comply with complex U.S. governmental export and import controls as well as economic sanctions and trade embargoes.", "similarity_score": 0.892, "confidence": "high", "key_changes": [ "Reworded sentence: \"These laws and regulations are complex, may change frequently and without prior notice, have generally become more stringent over time and have intensified under recent U.S.\"", "Added sentence: \"and China, as well as other countries.\"", "Reworded sentence: \"government added certain companies based in China to the “Entity List” maintained by the U.S.\"", "Reworded sentence: \"Commerce Department’s Bureau of Industry Security (“BIS”) released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers.\"", "Added sentence: \"Since 2022, numerous other related rules and regulations have been implemented by BIS.\"" ], "current_body": "​ Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception. In addition, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes that restrict our ability to transact or deal with certain persons, countries, regions, and governments. These laws and regulations are complex, may change frequently and without prior notice, have generally become more stringent over time and have intensified under recent U.S. administrations, especially in light of ongoing tensions between the U.S. and China, as well as other countries. For example, in 2019, the U.S. government added certain companies based in China to the “Entity List” maintained by the U.S. Department of Commerce, which imposes additional restrictions on sales to such companies. Since 2019, numerous other companies have been added to that list. Further, in 2022, the U.S. Commerce Department’s Bureau of Industry Security (“BIS”) released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers. These changes include new restrictions on the ability of U.S. companies to provide certain services to any facility in China that manufactures certain advanced ICs. Since 2022, numerous other related rules and regulations have been implemented by BIS. In response to these regulations, the Chinese government has implemented its own set of import and export rules and regulations and added certain U.S.-based companies to the Chinese government’s “Unreliable Entity List”, which imposes additional restrictions on such companies. Although, to date, none of such restrictions have had a material adverse effect on the Company’s business, financial condition and results of operations, the U.S. and Chinese governments have the power to place even greater restrictions, and such restrictions could further limit or prohibit the Company from selling its products or providing its services. In addition, we cannot ensure that our policies and procedures designed to maintain compliance with applicable rules and regulations will be effective in preventing instances of non-compliance. If we were to fail to comply with applicable export control restrictions (for example, by failing to obtain required export licensing), customs regulations, economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including fines, the incarceration of responsible employees and managers, reputational harm, and the possible loss of export or import privileges. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. ​", "prior_body": "​ Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception. In addition, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes that restrict our ability to transact or deal with certain persons, countries, regions, and governments. These laws and regulations are complex, may change frequently and with limited notice, have generally become more stringent over time and have intensified under recent U.S. administrations, especially in light of ongoing tensions between the U.S. and China. For example, in 2019, the U.S. government added certain of the Company’s customers based in China to the “Entity List” maintained by the U.S. Department of Commerce, which imposes additional restrictions on sales to such customers. Further, in 2022, the U.S. Commerce Department’s Bureau of Industry Security released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers. These changes include new restrictions on the ability of U.S. companies to provide certain services to any facility in China that manufactures certain advanced ICs. Although, to date, none of such restrictions have had a material adverse effect on the Company’s business, financial condition and results of operations, the U.S. government has the power to place even greater restrictions, and such restrictions could further limit or prohibit the Company from selling its products or providing its services. In addition, we cannot ensure that our policies and procedures designed to maintain compliance with applicable rules and regulations will be effective in preventing instances of non-compliance. If we were to fail to comply with applicable export control restrictions (for example, by failing to obtain required export licensing), customs regulations, economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including fines, the incarceration of responsible employees and managers, reputational harm, and the possible loss of export or import privileges. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. ​" }, { "status": "MODIFIED", "current_title": "Liquidity and Capital Resources", "prior_title": "Liquidity and Capital Resources", "similarity_score": 0.889, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Liquidity and Cash Requirements ​ At December 31, 2024 and 2023, the Company had cash, cash equivalents and short-term investments of $3,335.4 and $1,660.2, respectively.\"", "Reworded sentence: \"Commercial Paper Program, the Euro Commercial Paper Program, and the Revolving Credit Facility.\"", "Reworded sentence: \"Commercial Paper Program throughout much 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 7.\"", "Reworded sentence: \"The actual interest payments made related to the Company’s Revolving Credit Facility and both Commercial Paper Programs combined, in 2024, were approximately $25.8.\"", "Reworded sentence: \"Pension Plans”) due to prior contributions made in excess of minimum requirements, and as a result, there was no anticipated minimum required contribution included in the table above related to the U.S.\"" ], "current_body": "​ Liquidity and Cash Requirements ​ At December 31, 2024 and 2023, the Company had cash, cash equivalents and short-term investments of $3,335.4 and $1,660.2, respectively. 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 in 2024. As of December 31, 2023, the majority of the Company’s cash, cash equivalents and short-term investments on hand was located outside of the United States. 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 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 7. ​ 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 (refer to the table below for the Company’s material cash requirements from known contractual and other obligations). 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 CIT in May 2024, as well as the acquisition of CommScope’s Mobile Networks Business, which closed on January 31, 2025. Capital expenditures are typically in the range of 3% to 4% of 36 36 36 Table of Contentsnet sales, although spending in 2025 is expected to continue to be slightly elevated to support the significant growth we are experiencing related to artificial intelligence applications in our IT datacom market. 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 December 31, 2024 and 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 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 7. Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future. To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt 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 in 2025, there can be no assurance that interest rates will not change significantly from current levels. ​The following table summarizes the Company’s material short- and long-term cash requirements from known obligations pursuant to certain contracts and commitments as of December 31, 2024, as well as an estimate of the timing in which such obligations and payments are expected to be satisfied.​​​​​​​​​​​​​​​​​​​​Payment Due By Period Contractual Obligations ​​ Less than 1-3 3-5 More than (dollars in millions)​Total​1 year​years​years​5 years Debt (1)​$ 6,927.9​$ 401.9​$ 1,572.2​$ 1,468.0​$ 3,485.8​Interest related to senior notes​ 2,110.4​ 242.6​ 450.1​ 352.2​ 1,065.5​Operating leases (2)​ 448.9​ 121.1​ 155.6​ 79.1​ 93.1​Purchase obligations (3)​ 1,391.1​ 1,321.8​ 63.7​ 4.4​ 1.2​Accrued pension and postretirement benefit obligations (4)​ 49.3​ 5.5​ 9.4​ 9.7​ 24.7​Transition tax (5)​ 32.8​ 32.8​ —​ —​ —​Total (6)​$ 10,960.4​$ 2,125.7​$ 2,251.0​$ 1,913.4​$ 4,670.3​(1)The Company has excluded expected interest payments on the Revolving Credit Facility, U.S. Commercial Paper Program and Euro Commercial Paper Program from the above table, as this calculation is largely dependent on average debt levels during each of the years presented. The actual interest payments made related to the Company’s Revolving Credit Facility and both Commercial Paper Programs combined, in 2024, were approximately $25.8. Expected debt levels, and therefore expected interest payments, are difficult to predict, as they are significantly impacted by items such as future acquisitions, repurchases of Common Stock and dividend payments, as well as payments or additional borrowings made to reduce or increase the underlying revolver balance.​(2)The Company’s operating lease payments included in this table reflect the future minimum undiscounted fixed lease payments, which serve as the basis for calculating the Company’s operating lease liabilities as of December 31, 2024. The table above excludes any variable lease payments not included in the measurement of the Company’s right-of-use assets and operating lease liabilities, due to their uncertainty. Finance leases are not material to the Company individually or in the aggregate and as such have been excluded from the table above. ​(3)Purchase obligations relate primarily to open purchase orders for goods and services, including but not limited to, raw materials and components to be used in production.​(4)This table includes estimated benefit payments expected to be made under the Company’s unfunded pension and postretirement benefit plans, as well as the anticipated minimum required contributions under the Company’s funded pension plans, the most significant of which covers certain of its U.S. employees. Over the past several years, there has been no minimum requirement for Company contributions to our defined benefit pension plans in the United States (“U.S. Pension Plans”) due to prior contributions made in excess of minimum requirements, and as a result, there was no anticipated minimum required contribution included in the table above related to the U.S. Pension Plans for 2025. The Company did not make any voluntary contributions to its U.S. Pension Plans in 2024 and 2023. It is not possible to reasonably estimate expected required contributions in the above table after 2025, since several assumptions are required to calculate minimum required contributions, such as the discount rate and expected returns on pension assets.​(5)As a result of the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) in December 2017, the United States changed to a modified territorial tax system, which significantly reduced the U.S. tax expense associated with the remittance of foreign earnings, among other changes. The Tax Act also imposed the Transition Tax associated with all of the Company’s pre-2018 accumulated unremitted earnings and profits of foreign subsidiaries. As a result, on December 31, 2017, the Company recorded a provisional U.S. tax expense for the Transition Tax, which was adjusted and finalized in 2018. The seventh installment of the Transition Tax was paid in the second quarter of 2024, and 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. The table above reflects the remaining amounts associated with the Transition Tax, which is net of applicable tax credits and deductions. ​(6)As of December 31, 2024, the Company has recorded net liabilities of approximately $209.7 related to unrecognized tax benefits. These liabilities have been excluded from the above table due to the high degree of uncertainty regarding the timing of potential future cash flows. It is difficult to make a reasonably reliable estimate of the amount and period in which all of these liabilities might be paid.​Repatriation of Foreign Earnings and Related Income Taxes​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. The Company intends to distribute certain 2024 foreign earnings and, as of December 31, 2024, has accrued foreign and U.S. state and local taxes, where applicable, associated with the foreign earnings that it intends to 37 Table of Contents Table of Contents Table of Contents net sales, although spending in 2025 is expected to continue to be slightly elevated to support the significant growth we are experiencing related to artificial intelligence applications in our IT datacom market. 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 December 31, 2024 and 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 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 7. Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future. To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt 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 in 2025, there can be no assurance that interest rates will not change significantly from current levels. ​The following table summarizes the Company’s material short- and long-term cash requirements from known obligations pursuant to certain contracts and commitments as of December 31, 2024, as well as an estimate of the timing in which such obligations and payments are expected to be satisfied.​​​​​​​​​​​​​​​​​​​​Payment Due By Period Contractual Obligations ​​ Less than 1-3 3-5 More than (dollars in millions)​Total​1 year​years​years​5 years Debt (1)​$ 6,927.9​$ 401.9​$ 1,572.2​$ 1,468.0​$ 3,485.8​Interest related to senior notes​ 2,110.4​ 242.6​ 450.1​ 352.2​ 1,065.5​Operating leases (2)​ 448.9​ 121.1​ 155.6​ 79.1​ 93.1​Purchase obligations (3)​ 1,391.1​ 1,321.8​ 63.7​ 4.4​ 1.2​Accrued pension and postretirement benefit obligations (4)​ 49.3​ 5.5​ 9.4​ 9.7​ 24.7​Transition tax (5)​ 32.8​ 32.8​ —​ —​ —​Total (6)​$ 10,960.4​$ 2,125.7​$ 2,251.0​$ 1,913.4​$ 4,670.3​(1)The Company has excluded expected interest payments on the Revolving Credit Facility, U.S. Commercial Paper Program and Euro Commercial Paper Program from the above table, as this calculation is largely dependent on average debt levels during each of the years presented. The actual interest payments made related to the Company’s Revolving Credit Facility and both Commercial Paper Programs combined, in 2024, were approximately $25.8. Expected debt levels, and therefore expected interest payments, are difficult to predict, as they are significantly impacted by items such as future acquisitions, repurchases of Common Stock and dividend payments, as well as payments or additional borrowings made to reduce or increase the underlying revolver balance.​(2)The Company’s operating lease payments included in this table reflect the future minimum undiscounted fixed lease payments, which serve as the basis for calculating the Company’s operating lease liabilities as of December 31, 2024. The table above excludes any variable lease payments not included in the measurement of the Company’s right-of-use assets and operating lease liabilities, due to their uncertainty. Finance leases are not material to the Company individually or in the aggregate and as such have been excluded from the table above. ​(3)Purchase obligations relate primarily to open purchase orders for goods and services, including but not limited to, raw materials and components to be used in production.​(4)This table includes estimated benefit payments expected to be made under the Company’s unfunded pension and postretirement benefit plans, as well as the anticipated minimum required contributions under the Company’s funded pension plans, the most significant of which covers certain of its U.S. employees. Over the past several years, there has been no minimum requirement for Company contributions to our defined benefit pension plans in the United States (“U.S. Pension Plans”) due to prior contributions made in excess of minimum requirements, and as a result, there was no anticipated minimum required contribution included in the table above related to the U.S. Pension Plans for 2025. The Company did not make any voluntary contributions to its U.S. Pension Plans in 2024 and 2023. It is not possible to reasonably estimate expected required contributions in the above table after 2025, since several assumptions are required to calculate minimum required contributions, such as the discount rate and expected returns on pension assets.​(5)As a result of the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) in December 2017, the United States changed to a modified territorial tax system, which significantly reduced the U.S. tax expense associated with the remittance of foreign earnings, among other changes. The Tax Act also imposed the Transition Tax associated with all of the Company’s pre-2018 accumulated unremitted earnings and profits of foreign subsidiaries. As a result, on December 31, 2017, the Company recorded a provisional U.S. tax expense for the Transition Tax, which was adjusted and finalized in 2018. The seventh installment of the Transition Tax was paid in the second quarter of 2024, and 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. The table above reflects the remaining amounts associated with the Transition Tax, which is net of applicable tax credits and deductions. ​(6)As of December 31, 2024, the Company has recorded net liabilities of approximately $209.7 related to unrecognized tax benefits. These liabilities have been excluded from the above table due to the high degree of uncertainty regarding the timing of potential future cash flows. It is difficult to make a reasonably reliable estimate of the amount and period in which all of these liabilities might be paid.​Repatriation of Foreign Earnings and Related Income Taxes​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. The Company intends to distribute certain 2024 foreign earnings and, as of December 31, 2024, has accrued foreign and U.S. state and local taxes, where applicable, associated with the foreign earnings that it intends to net sales, although spending in 2025 is expected to continue to be slightly elevated to support the significant growth we are experiencing related to artificial intelligence applications in our IT datacom market. 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 December 31, 2024 and 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 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 7. Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future. To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt 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 in 2025, there can be no assurance that interest rates will not change significantly from current levels. ​The following table summarizes the Company’s material short- and long-term cash requirements from known obligations pursuant to certain contracts and commitments as of December 31, 2024, as well as an estimate of the timing in which such obligations and payments are expected to be satisfied.​​​​​​​​​​​​​​​​​​​​Payment Due By Period Contractual Obligations ​​ Less than 1-3 3-5 More than (dollars in millions)​Total​1 year​years​years​5 years Debt (1)​$ 6,927.9​$ 401.9​$ 1,572.2​$ 1,468.0​$ 3,485.8​Interest related to senior notes​ 2,110.4​ 242.6​ 450.1​ 352.2​ 1,065.5​Operating leases (2)​ 448.9​ 121.1​ 155.6​ 79.1​ 93.1​Purchase obligations (3)​ 1,391.1​ 1,321.8​ 63.7​ 4.4​ 1.2​Accrued pension and postretirement benefit obligations (4)​ 49.3​ 5.5​ 9.4​ 9.7​ 24.7​Transition tax (5)​ 32.8​ 32.8​ —​ —​ —​Total (6)​$ 10,960.4​$ 2,125.7​$ 2,251.0​$ 1,913.4​$ 4,670.3​(1)The Company has excluded expected interest payments on the Revolving Credit Facility, U.S. Commercial Paper Program and Euro Commercial Paper Program from the above table, as this calculation is largely dependent on average debt levels during each of the years presented. The actual interest payments made related to the Company’s Revolving Credit Facility and both Commercial Paper Programs combined, in 2024, were approximately $25.8. Expected debt levels, and therefore expected interest payments, are difficult to predict, as they are significantly impacted by items such as future acquisitions, repurchases of Common Stock and dividend payments, as well as payments or additional borrowings made to reduce or increase the underlying revolver balance.​(2)The Company’s operating lease payments included in this table reflect the future minimum undiscounted fixed lease payments, which serve as the basis for calculating the Company’s operating lease liabilities as of December 31, 2024. The table above excludes any variable lease payments not included in the measurement of the Company’s right-of-use assets and operating lease liabilities, due to their uncertainty. Finance leases are not material to the Company individually or in the aggregate and as such have been excluded from the table above. ​(3)Purchase obligations relate primarily to open purchase orders for goods and services, including but not limited to, raw materials and components to be used in production.​(4)This table includes estimated benefit payments expected to be made under the Company’s unfunded pension and postretirement benefit plans, as well as the anticipated minimum required contributions under the Company’s funded pension plans, the most significant of which covers certain of its U.S. employees. Over the past several years, there has been no minimum requirement for Company contributions to our defined benefit pension plans in the United States (“U.S. Pension Plans”) due to prior contributions made in excess of minimum requirements, and as a result, there was no anticipated minimum required contribution included in the table above related to the U.S. Pension Plans for 2025. The Company did not make any voluntary contributions to its U.S. Pension Plans in 2024 and 2023. It is not possible to reasonably estimate expected required contributions in the above table after 2025, since several assumptions are required to calculate minimum required contributions, such as the discount rate and expected returns on pension assets.​(5)As a result of the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) in December 2017, the United States changed to a modified territorial tax system, which significantly reduced the U.S. tax expense associated with the remittance of foreign earnings, among other changes. The Tax Act also imposed the Transition Tax associated with all of the Company’s pre-2018 accumulated unremitted earnings and profits of foreign subsidiaries. As a result, on December 31, 2017, the Company recorded a provisional U.S. tax expense for the Transition Tax, which was adjusted and finalized in 2018. The seventh installment of the Transition Tax was paid in the second quarter of 2024, and 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. The table above reflects the remaining amounts associated with the Transition Tax, which is net of applicable tax credits and deductions. ​(6)As of December 31, 2024, the Company has recorded net liabilities of approximately $209.7 related to unrecognized tax benefits. These liabilities have been excluded from the above table due to the high degree of uncertainty regarding the timing of potential future cash flows. It is difficult to make a reasonably reliable estimate of the amount and period in which all of these liabilities might be paid.​Repatriation of Foreign Earnings and Related Income Taxes​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. The Company intends to distribute certain 2024 foreign earnings and, as of December 31, 2024, has accrued foreign and U.S. state and local taxes, where applicable, associated with the foreign earnings that it intends to net sales, although spending in 2025 is expected to continue to be slightly elevated to support the significant growth we are experiencing related to artificial intelligence applications in our IT datacom market. 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 December 31, 2024 and 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 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 7. Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future. To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt 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 in 2025, there can be no assurance that interest rates will not change significantly from current levels. ​ The following table summarizes the Company’s material short- and long-term cash requirements from known obligations pursuant to certain contracts and commitments as of December 31, 2024, as well as an estimate of the timing in which such obligations and payments are expected to be satisfied. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "​ Liquidity and Cash Requirements ​ At December 31, 2023 and 2022, the Company had cash, cash equivalents and short-term investments of $1,660.2 and $1,434.2, respectively, with the majority of the Company’s cash, cash equivalents and short-term investments on hand located outside of the United States. 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, the Revolving Credit Facility, and the Term Loan (all of which are defined and discussed in more detail below within this Item 7). The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed in March 2023 in connection with the issuance of the 2026 Senior Notes, as defined and discussed in more detail below within this Item 7), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations. ​ 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”), 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 (refer to the table below for the Company’s material cash requirements from known contractual and other obligations). The Company may also use cash to fund all or part of the cost of future acquisitions, as was the case with our 2023 acquisitions. The Company expects that capital expenditures in 2024 will be in a range of 3% to 4% of net sales. 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, Commercial Paper Programs and the Term Loan (all as defined below). As of December 31, 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper Program. However, the Company borrowed under the U.S. Commercial Paper Program throughout much of 2023, the proceeds of which were used for general corporate purposes, and the Company may make additional borrowings under any of its debt instruments in the future. As a result of increases in the federal funds rate by the U.S. Federal Reserve beginning in early 2022 and through the middle of 2023, the floating interest rates related to our U.S. Commercial Paper Program (as well as our Revolving Credit Facility and Term Loan, to the extent either are drawn upon in the future) have increased substantially over this same period, a trend that could continue into 2024 and potentially beyond. To the extent that interest rates related to this floating rate debt increase 35 35 35 Table of Contentsfurther and the Company borrows under any of these floating interest rate instruments in the future, interest expense and interest payments would increase. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2024, there can be no assurance that interest rates will not change significantly from current levels. ​The following table summarizes the Company’s material short- and long-term cash requirements from known obligations pursuant to certain contracts and commitments as of December 31, 2023, as well as an estimate of the timing in which such obligations and payments are expected to be satisfied.​​​​​​​​​​​​​​​​​​​​Payment Due By Period Contractual Obligations ​​ Less than 1-3 3-5 More than (dollars in millions)​Total​1 year​years​years​5 years Debt (1)​$ 4,358.8​$ 354.0​$ 1,305.2​$ 552.3​$ 2,147.3​Interest related to senior notes​ 542.6​ 109.1​ 186.3​ 149.0​ 98.2​Operating leases (2)​ 332.2​ 99.8​ 126.0​ 59.7​ 46.7​Purchase obligations (3)​ 968.7​ 932.4​ 28.1​ 6.4​ 1.8​Accrued pension and postretirement benefit obligations (4)​ 52.1​ 5.8​ 10.0​ 10.3​ 26.0​Transition tax (5)​ 62.9​ 30.1​ 32.8​ —​ —​Total (6)​$ 6,317.3​$ 1,531.2​$ 1,688.4​$ 777.7​$ 2,320.0​(1)The Company has excluded expected interest payments on the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper Program from the above table, as this calculation is largely dependent on average debt levels during each of the years presented. The actual interest payments made related to the Company’s Revolving Credit Facility, Term Loan and both Commercial Paper Programs combined, in 2023, were approximately $17.5. Expected debt levels, and therefore expected interest payments, are difficult to predict, as they are significantly impacted by items such as future acquisitions, repurchases of Common Stock and dividend payments, as well as payments or additional borrowings made to reduce or increase the underlying revolver balance.​(2)The Company’s operating lease payments included in this table reflect the future minimum undiscounted fixed lease payments, which serve as the basis for calculating the Company’s operating lease liabilities as of December 31, 2023. The table above excludes any variable lease payments not included in the measurement of the Company’s right-of-use assets and operating lease liabilities, due to their uncertainty. Finance leases are not material to the Company individually or in the aggregate and as such have been excluded from the table above. ​(3)Purchase obligations relate primarily to open purchase orders for goods and services, including but not limited to, raw materials and components to be used in production.​(4)This table includes estimated benefit payments expected to be made under the Company’s unfunded pension and postretirement benefit plans, as well as the anticipated minimum required contributions under the Company’s funded pension plans, the most significant of which covers certain of its U.S. employees. Over the past several years, there has been no minimum requirement for Company contributions to our defined benefit pension plans in the United States (“U.S. Plans”) due to prior contributions made in excess of minimum requirements, and as a result, there was no anticipated minimum required contribution included in the table above related to the U.S. Plans for 2024. The Company did not make any voluntary contributions to its U.S. Plans in 2023 and 2022. It is not possible to reasonably estimate expected required contributions in the above table after 2024, since several assumptions are required to calculate minimum required contributions, such as the discount rate and expected returns on pension assets.​(5)As a result of the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) in December 2017, the United States changed to a modified territorial tax system, which significantly reduced the U.S. tax expense associated with the remittance of foreign earnings, among other changes. The Tax Act also imposed the Transition Tax associated with all of the Company’s pre-2018 accumulated unremitted earnings and profits of foreign subsidiaries. As a result, on December 31, 2017, the Company recorded a provisional U.S. tax expense for the Transition Tax, which was adjusted and finalized in 2018. The Transition Tax is to be paid in annual installments over the eight-year period until 2025, as permitted under the Tax Act. The table above reflects the remaining amounts associated with the Transition Tax, which is net of applicable tax credits and deductions. The sixth installment of the Transition Tax was paid in the second quarter of 2023. ​(6)As of December 31, 2023, the Company has recorded net liabilities of approximately $207.7 related to unrecognized tax benefits. These liabilities have been excluded from the above table due to the high degree of uncertainty regarding the timing of potential future cash flows. It is difficult to make a reasonably reliable estimate of the amount and period in which all of these liabilities might be paid.​Repatriation of Foreign Earnings and Related Income Taxes​The Company has previously indicated an intention to repatriate most of its pre-2023 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-2023 foreign earnings. The Company intends to distribute certain 2023 foreign earnings and, as of December 31, 2023, has accrued foreign and U.S. state and local taxes, where applicable, on those foreign earnings that it intends to repatriate, and intends to indefinitely reinvest the remaining 2023 foreign earnings. The Company intends to (i) evaluate certain post-2023 earnings for repatriation, and will accrue for those distributions where appropriate, and (ii) indefinitely reinvest all other foreign earnings. In addition, the Company paid its sixth annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2023, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in annual installments over the remainder of the eight-year period ending 2025, as permitted under the Tax Act. As of December 31, 2023, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,350 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated.​36 Table of Contents Table of Contents Table of Contents further and the Company borrows under any of these floating interest rate instruments in the future, interest expense and interest payments would increase. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2024, there can be no assurance that interest rates will not change significantly from current levels. ​The following table summarizes the Company’s material short- and long-term cash requirements from known obligations pursuant to certain contracts and commitments as of December 31, 2023, as well as an estimate of the timing in which such obligations and payments are expected to be satisfied.​​​​​​​​​​​​​​​​​​​​Payment Due By Period Contractual Obligations ​​ Less than 1-3 3-5 More than (dollars in millions)​Total​1 year​years​years​5 years Debt (1)​$ 4,358.8​$ 354.0​$ 1,305.2​$ 552.3​$ 2,147.3​Interest related to senior notes​ 542.6​ 109.1​ 186.3​ 149.0​ 98.2​Operating leases (2)​ 332.2​ 99.8​ 126.0​ 59.7​ 46.7​Purchase obligations (3)​ 968.7​ 932.4​ 28.1​ 6.4​ 1.8​Accrued pension and postretirement benefit obligations (4)​ 52.1​ 5.8​ 10.0​ 10.3​ 26.0​Transition tax (5)​ 62.9​ 30.1​ 32.8​ —​ —​Total (6)​$ 6,317.3​$ 1,531.2​$ 1,688.4​$ 777.7​$ 2,320.0​(1)The Company has excluded expected interest payments on the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper Program from the above table, as this calculation is largely dependent on average debt levels during each of the years presented. The actual interest payments made related to the Company’s Revolving Credit Facility, Term Loan and both Commercial Paper Programs combined, in 2023, were approximately $17.5. Expected debt levels, and therefore expected interest payments, are difficult to predict, as they are significantly impacted by items such as future acquisitions, repurchases of Common Stock and dividend payments, as well as payments or additional borrowings made to reduce or increase the underlying revolver balance.​(2)The Company’s operating lease payments included in this table reflect the future minimum undiscounted fixed lease payments, which serve as the basis for calculating the Company’s operating lease liabilities as of December 31, 2023. The table above excludes any variable lease payments not included in the measurement of the Company’s right-of-use assets and operating lease liabilities, due to their uncertainty. Finance leases are not material to the Company individually or in the aggregate and as such have been excluded from the table above. ​(3)Purchase obligations relate primarily to open purchase orders for goods and services, including but not limited to, raw materials and components to be used in production.​(4)This table includes estimated benefit payments expected to be made under the Company’s unfunded pension and postretirement benefit plans, as well as the anticipated minimum required contributions under the Company’s funded pension plans, the most significant of which covers certain of its U.S. employees. Over the past several years, there has been no minimum requirement for Company contributions to our defined benefit pension plans in the United States (“U.S. Plans”) due to prior contributions made in excess of minimum requirements, and as a result, there was no anticipated minimum required contribution included in the table above related to the U.S. Plans for 2024. The Company did not make any voluntary contributions to its U.S. Plans in 2023 and 2022. It is not possible to reasonably estimate expected required contributions in the above table after 2024, since several assumptions are required to calculate minimum required contributions, such as the discount rate and expected returns on pension assets.​(5)As a result of the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) in December 2017, the United States changed to a modified territorial tax system, which significantly reduced the U.S. tax expense associated with the remittance of foreign earnings, among other changes. The Tax Act also imposed the Transition Tax associated with all of the Company’s pre-2018 accumulated unremitted earnings and profits of foreign subsidiaries. As a result, on December 31, 2017, the Company recorded a provisional U.S. tax expense for the Transition Tax, which was adjusted and finalized in 2018. The Transition Tax is to be paid in annual installments over the eight-year period until 2025, as permitted under the Tax Act. The table above reflects the remaining amounts associated with the Transition Tax, which is net of applicable tax credits and deductions. The sixth installment of the Transition Tax was paid in the second quarter of 2023. ​(6)As of December 31, 2023, the Company has recorded net liabilities of approximately $207.7 related to unrecognized tax benefits. These liabilities have been excluded from the above table due to the high degree of uncertainty regarding the timing of potential future cash flows. It is difficult to make a reasonably reliable estimate of the amount and period in which all of these liabilities might be paid.​Repatriation of Foreign Earnings and Related Income Taxes​The Company has previously indicated an intention to repatriate most of its pre-2023 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-2023 foreign earnings. The Company intends to distribute certain 2023 foreign earnings and, as of December 31, 2023, has accrued foreign and U.S. state and local taxes, where applicable, on those foreign earnings that it intends to repatriate, and intends to indefinitely reinvest the remaining 2023 foreign earnings. The Company intends to (i) evaluate certain post-2023 earnings for repatriation, and will accrue for those distributions where appropriate, and (ii) indefinitely reinvest all other foreign earnings. In addition, the Company paid its sixth annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2023, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in annual installments over the remainder of the eight-year period ending 2025, as permitted under the Tax Act. As of December 31, 2023, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,350 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated.​ further and the Company borrows under any of these floating interest rate instruments in the future, interest expense and interest payments would increase. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2024, there can be no assurance that interest rates will not change significantly from current levels. ​ The following table summarizes the Company’s material short- and long-term cash requirements from known obligations pursuant to certain contracts and commitments as of December 31, 2023, as well as an estimate of the timing in which such obligations and payments are expected to be satisfied. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "Net Income per Common Share", "prior_title": "Research and Development", "similarity_score": 0.887, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding.\"", "Reworded sentence: \"Refer to Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted) for Amphenol Corporation.\"", "Reworded sentence: \"Any issuances from treasury shares are recorded using the weighted average cost method.​Noncontrolling Interests ​The Company presents equity attributable to noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrolling interests do not have redemption features that would otherwise result in such noncontrolling interests being considered redeemable, as discussed below.\"", "Added sentence: \"Net income attributable to redeemable noncontrolling interests is classified below net income.\"", "Added sentence: \"Earnings per share is determined after the impact of the redeemable noncontrolling interests’ share in net income of the Company.\"" ], "current_body": "​ Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, 63 63 63 Table of Contentsincluding dilutive common shares, the dilutive effect of which relates to stock options. Diluted earnings per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. Refer to Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted) for Amphenol Corporation. ​Treasury Stock​Treasury stock purchases are recorded at cost. Any issuances from treasury shares are recorded using the weighted average cost method.​Noncontrolling Interests ​The Company presents equity attributable to noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrolling interests do not have redemption features that would otherwise result in such noncontrolling interests being considered redeemable, as discussed below. Net income attributable to noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company.​Redeemable Noncontrolling Interests​The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities and equity, of the Consolidated Balance Sheets, to the extent that such noncontrolling interests have redemption features, such as a put option, that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company. Due to its redeemable features that are outside the control of the Company, the redeemable noncontrolling interest is and will continue to be reported in the mezzanine section in the Consolidated Balance Sheets for as long as the put option is exercisable by the option holder. The carrying amount of the redeemable noncontrolling interest, initially valued at fair value as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption value or (ii) carrying value of the noncontrolling interest, adjusted each reporting period for income or loss attributable to the noncontrolling interest and any distributions made to date. The redemption value is generally calculated based on a multiple of earnings. Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized in Additional paid-in capital in the Consolidated Balance Sheets. Net income attributable to redeemable noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the redeemable noncontrolling interests’ share in net income of the Company. Refer to Note 5 herein for further details related to the redeemable noncontrolling interests.​Derivative Financial Instruments​The Company records each of its derivatives at fair value within the accompanying Consolidated Balance Sheets, and the respective accounting treatment for each derivative is based on its hedge designation. We do not enter into derivative financial instruments for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2024, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 5 herein for further discussion of our derivative financial instruments.​Cash Flow Hedges​From time to time, the Company utilizes derivative financial instruments in the management of interest rate and foreign currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of December 31, 2024 and 2023, there were no outstanding cash flow hedge contracts. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with that of the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. 64 Table of Contents Table of Contents Table of Contents including dilutive common shares, the dilutive effect of which relates to stock options. Diluted earnings per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. Refer to Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted) for Amphenol Corporation. ​Treasury Stock​Treasury stock purchases are recorded at cost. Any issuances from treasury shares are recorded using the weighted average cost method.​Noncontrolling Interests ​The Company presents equity attributable to noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrolling interests do not have redemption features that would otherwise result in such noncontrolling interests being considered redeemable, as discussed below. Net income attributable to noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company.​Redeemable Noncontrolling Interests​The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities and equity, of the Consolidated Balance Sheets, to the extent that such noncontrolling interests have redemption features, such as a put option, that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company. Due to its redeemable features that are outside the control of the Company, the redeemable noncontrolling interest is and will continue to be reported in the mezzanine section in the Consolidated Balance Sheets for as long as the put option is exercisable by the option holder. The carrying amount of the redeemable noncontrolling interest, initially valued at fair value as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption value or (ii) carrying value of the noncontrolling interest, adjusted each reporting period for income or loss attributable to the noncontrolling interest and any distributions made to date. The redemption value is generally calculated based on a multiple of earnings. Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized in Additional paid-in capital in the Consolidated Balance Sheets. Net income attributable to redeemable noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the redeemable noncontrolling interests’ share in net income of the Company. Refer to Note 5 herein for further details related to the redeemable noncontrolling interests.​Derivative Financial Instruments​The Company records each of its derivatives at fair value within the accompanying Consolidated Balance Sheets, and the respective accounting treatment for each derivative is based on its hedge designation. We do not enter into derivative financial instruments for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2024, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 5 herein for further discussion of our derivative financial instruments.​Cash Flow Hedges​From time to time, the Company utilizes derivative financial instruments in the management of interest rate and foreign currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of December 31, 2024 and 2023, there were no outstanding cash flow hedge contracts. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with that of the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. including dilutive common shares, the dilutive effect of which relates to stock options. Diluted earnings per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. Refer to Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted) for Amphenol Corporation. ​Treasury Stock​Treasury stock purchases are recorded at cost. Any issuances from treasury shares are recorded using the weighted average cost method.​Noncontrolling Interests ​The Company presents equity attributable to noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrolling interests do not have redemption features that would otherwise result in such noncontrolling interests being considered redeemable, as discussed below. Net income attributable to noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company.​Redeemable Noncontrolling Interests​The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities and equity, of the Consolidated Balance Sheets, to the extent that such noncontrolling interests have redemption features, such as a put option, that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company. Due to its redeemable features that are outside the control of the Company, the redeemable noncontrolling interest is and will continue to be reported in the mezzanine section in the Consolidated Balance Sheets for as long as the put option is exercisable by the option holder. The carrying amount of the redeemable noncontrolling interest, initially valued at fair value as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption value or (ii) carrying value of the noncontrolling interest, adjusted each reporting period for income or loss attributable to the noncontrolling interest and any distributions made to date. The redemption value is generally calculated based on a multiple of earnings. Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized in Additional paid-in capital in the Consolidated Balance Sheets. Net income attributable to redeemable noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the redeemable noncontrolling interests’ share in net income of the Company. Refer to Note 5 herein for further details related to the redeemable noncontrolling interests.​Derivative Financial Instruments​The Company records each of its derivatives at fair value within the accompanying Consolidated Balance Sheets, and the respective accounting treatment for each derivative is based on its hedge designation. We do not enter into derivative financial instruments for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2024, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 5 herein for further discussion of our derivative financial instruments.​Cash Flow Hedges​From time to time, the Company utilizes derivative financial instruments in the management of interest rate and foreign currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of December 31, 2024 and 2023, there were no outstanding cash flow hedge contracts. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with that of the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. including dilutive common shares, the dilutive effect of which relates to stock options. Diluted earnings per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. Refer to Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted) for Amphenol Corporation. ​", "prior_body": "​ Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $342.2, $323.6, and $317.7, for the years 2023, 2022 and 2021, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. ​ 61 61 61 Table of ContentsEnvironmental Obligations​The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans.​Net Income per Common Share​Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, including dilutive common shares, the dilutive effect of which relates to stock options. Diluted earnings per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. Refer to Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted) from continuing operations, discontinued operations and for total Amphenol Corporation. ​Treasury Stock​Treasury stock purchases are recorded at cost. Any issuances from treasury shares are recorded using the weighted average cost method.​Noncontrolling Interests ​The Company presents noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrolling interests do not have redemption features that are not solely within the control of the Company, as discussed below. Net income from continuing operations attributable to noncontrolling interests is classified below net income from continuing operations. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company.​Redeemable Noncontrolling Interests​The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities and equity, of the Consolidated Balance Sheets, to the extent that such noncontrolling interests have redemption features, such as a put option, that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company. Due to its redeemable features that are outside the control of the Company, the redeemable noncontrolling interest is and will continue to be reported in the mezzanine section in the Consolidated Balance Sheets for as long as the put option is exercisable by the option holder. The carrying amount of the redeemable noncontrolling interest, initially valued at fair value as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption value or (ii) carrying value of the noncontrolling interest, adjusted each reporting period for income or loss attributable to the noncontrolling interest and any distributions made to date. The redemption value is generally calculated based on a multiple of earnings. Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized in Additional paid-in capital in the Consolidated Balance Sheets. Refer to Note 5 herein for further details related to the redeemable noncontrolling interests.​Derivative Financial Instruments​The Company records each of its derivatives at fair value within the accompanying Consolidated Balance Sheets, and the respective accounting treatment for each derivative is based on its hedge designation. We do not enter into derivative financial instruments for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2023, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 5 herein for further discussion of our derivative financial instruments.​62 Table of Contents Table of Contents Table of Contents Environmental Obligations​The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans.​Net Income per Common Share​Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, including dilutive common shares, the dilutive effect of which relates to stock options. Diluted earnings per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. Refer to Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted) from continuing operations, discontinued operations and for total Amphenol Corporation. ​Treasury Stock​Treasury stock purchases are recorded at cost. Any issuances from treasury shares are recorded using the weighted average cost method.​Noncontrolling Interests ​The Company presents noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrolling interests do not have redemption features that are not solely within the control of the Company, as discussed below. Net income from continuing operations attributable to noncontrolling interests is classified below net income from continuing operations. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company.​Redeemable Noncontrolling Interests​The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities and equity, of the Consolidated Balance Sheets, to the extent that such noncontrolling interests have redemption features, such as a put option, that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company. Due to its redeemable features that are outside the control of the Company, the redeemable noncontrolling interest is and will continue to be reported in the mezzanine section in the Consolidated Balance Sheets for as long as the put option is exercisable by the option holder. The carrying amount of the redeemable noncontrolling interest, initially valued at fair value as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption value or (ii) carrying value of the noncontrolling interest, adjusted each reporting period for income or loss attributable to the noncontrolling interest and any distributions made to date. The redemption value is generally calculated based on a multiple of earnings. Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized in Additional paid-in capital in the Consolidated Balance Sheets. Refer to Note 5 herein for further details related to the redeemable noncontrolling interests.​Derivative Financial Instruments​The Company records each of its derivatives at fair value within the accompanying Consolidated Balance Sheets, and the respective accounting treatment for each derivative is based on its hedge designation. We do not enter into derivative financial instruments for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2023, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 5 herein for further discussion of our derivative financial instruments.​" }, { "status": "MODIFIED", "current_title": "Noncontrolling Interests", "prior_title": "Noncontrolling Interests", "similarity_score": 0.881, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ The Company presents equity attributable to noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrolling interests do not have redemption features that would otherwise result in such noncontrolling interests being considered redeemable, as discussed below.\"" ], "current_body": "​ The Company presents equity attributable to noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrolling interests do not have redemption features that would otherwise result in such noncontrolling interests being considered redeemable, as discussed below. Net income attributable to noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company. ​", "prior_body": "​ The Company presents noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrolling interests do not have redemption features that are not solely within the control of the Company, as discussed below. Net income from continuing operations attributable to noncontrolling interests is classified below net income from continuing operations. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company. ​" }, { "status": "MODIFIED", "current_title": "Stock-Based Compensation", "prior_title": "Retirement Pension Plans", "similarity_score": 0.88, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ The Company accounts for its stock option, restricted share and phantom stock awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest.\"", "Reworded sentence: \"The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.\"", "Reworded sentence: \"As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States.\"", "Reworded sentence: \"The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Foreign Currency Translation​The financial position and results of operations of the Company’s foreign subsidiaries are measured, in most cases, using local currency as the functional currency.\"", "Reworded sentence: \"Research and development expenses for the creation of new and improved products and processes were $453.0, $342.2, and $323.6 for the years ended December 31, 2024, 2023 and 2022, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.​Environmental Obligations​The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated.\"" ], "current_body": "​ The Company accounts for its stock option, restricted share and phantom stock awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. 62 62 62 Table of Contents​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. ​As a result of the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”), the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Foreign Currency Translation​The financial position and results of operations of the Company’s foreign subsidiaries are measured, in most cases, using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales in the accompanying Consolidated Statements of Income.​Research and Development​Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $453.0, $342.2, and $323.6 for the years ended December 31, 2024, 2023 and 2022, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.​Environmental Obligations​The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans.​Net Income per Common Share​Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, 63 Table of Contents Table of Contents Table of Contents ​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. ​As a result of the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”), the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Foreign Currency Translation​The financial position and results of operations of the Company’s foreign subsidiaries are measured, in most cases, using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales in the accompanying Consolidated Statements of Income.​Research and Development​Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $453.0, $342.2, and $323.6 for the years ended December 31, 2024, 2023 and 2022, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.​Environmental Obligations​The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans.​Net Income per Common Share​Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, ​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. ​As a result of the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”), the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Foreign Currency Translation​The financial position and results of operations of the Company’s foreign subsidiaries are measured, in most cases, using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales in the accompanying Consolidated Statements of Income.​Research and Development​Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $453.0, $342.2, and $323.6 for the years ended December 31, 2024, 2023 and 2022, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.​Environmental Obligations​The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans.​Net Income per Common Share​Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, ​", "prior_body": "​ Costs for retirement pension plans include current service costs and amortization of prior service costs over the average working life expectancy. It is the Company’s policy to fund current pension costs taking into consideration minimum funding requirements and maximum tax deductible limitations. The expense of retiree medical benefit programs is recognized during the employees’ service with the Company. The recognition of expense and the related obligation for retirement pension plans and medical benefit programs is significantly impacted by estimates and assumptions made by management such as discount rates used to value certain liabilities, expected return on assets, mortality projections and future health care costs. The Company uses third-party specialists such as actuaries and investment advisors to assist management in appropriately measuring the expense and obligations associated with pension and other postretirement plan benefits. ​ 60 60 60 Table of ContentsStock-Based Compensation​The Company accounts for its stock option, restricted share and phantom stock awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2023, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,350 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. ​As a result of the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”), the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Foreign Currency Translation​The financial position and results of operations of the Company’s foreign subsidiaries are measured using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales in the accompanying Consolidated Statements of Income.​Research and Development​Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $342.2, $323.6, and $317.7, for the years 2023, 2022 and 2021, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.​61 Table of Contents Table of Contents Table of Contents Stock-Based Compensation​The Company accounts for its stock option, restricted share and phantom stock awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2023, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,350 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. ​As a result of the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”), the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Foreign Currency Translation​The financial position and results of operations of the Company’s foreign subsidiaries are measured using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales in the accompanying Consolidated Statements of Income.​Research and Development​Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $342.2, $323.6, and $317.7, for the years 2023, 2022 and 2021, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.​" }, { "status": "MODIFIED", "current_title": "Cybersecurity Risk Management and Strategy", "prior_title": "Cybersecurity Governance", "similarity_score": 0.878, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ We have developed and implemented an information security and cybersecurity risk management program (“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information technology systems.\"", "Reworded sentence: \"The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems and security controls, and our management team updates the Board, as necessary, regarding any significant cybersecurity incidents.\"", "Reworded sentence: \"At December 31, 2024, the Company operated approximately 300 manufacturing facilities with approximately 31 million square feet, of which approximately 23 million square feet were leased.\"", "Reworded sentence: \"had approximately 6 million square feet, of which approximately 3 million square feet were leased.\"", "Reworded sentence: \"had approximately 25 million square feet, of which approximately 20 million square feet were leased.\"" ], "current_body": "​ We have developed and implemented an information security and cybersecurity risk management program (“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information technology systems. Our Program takes a risk-based approach and is integrated into our overall enterprise risk management program. We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensure that our Program is maintained in line with industry best practices. This does not imply that we meet any particular technical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. into our overall enterprise risk management program. We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensure that our Program is maintained in line with industry best practices. This does not imply that we meet any particular technical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. ​ The Company maintains a decentralized information technology infrastructure, where each of our business units utilizes a separate and distinct information technology system. This means that if any business unit’s systems are compromised, there is less risk that another business unit will be impacted by that event. This decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems. ​ Our Program includes: ​ ●periodic risk assessments and penetration tests, which are integrated within our enterprise risk management framework processes, designed to identify cybersecurity and technology risks, as well as to formulate management actions to respond to, mitigate and remediate material issues (if any); ​ ●annual management reporting to the Board; ​ ●reporting of the scope, objectives and results of internal audits on the procedures performed to validate the effectiveness of our control environment related to our information security systems and security controls to the Audit Committee at least two times a year; ​ ●annual cybersecurity awareness training, including phishing simulation campaigns, to educate employees on recognizing cybersecurity threats and preventing actions that could unintentionally grant unauthorized access to our systems; ​ ●deployment of endpoint protection software, supported by external managed services, to attempt to proactively detect and block malicious code from affecting our systems; ​ ●a cross-functional team principally responsible for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents; ​ ●the use of external service providers, where appropriate, to assess risk, monitor alerts, perform penetration testing or otherwise assist with aspects of our security controls and response to cybersecurity incidents; and ​ ●a documented framework and supporting processes for handling security incidents that facilitates coordination across multiple parts of the Company. ​ We have not identified risks from known cybersecurity threats, including as a result of any prior security breach, that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition and results of operations. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition. For a discussion of certain risks related to cybersecurity, refer to the risk factor titled “Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties” in Part I, Item 1A. Risk Factors herein. ​ 22 22 22 Table of ContentsCybersecurity Governance​Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee. At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams) provides an update regarding our Program to the Board. This update provides an overall assessment of the effectiveness of our Program and a review of areas of focus for the upcoming year. The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems and security controls, and our management team updates the Board, as necessary, regarding any significant cybersecurity incidents. ​Our management team, including our Senior Vice President and Chief Financial Officer, Senior Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our Program and our Vice President, Information Technology, supervises both our internal information security personnel and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information technology personnel and external consultants engaged by us, as well as alerts and reports produced by security tools deployed in our information technology environment.​Our management team’s experience includes knowledge related to information technology, cybersecurity and incidence response, risk management, control analysis and corporate governance. For additional details about our management team and their experience, refer to the Executive Leadership page on the Company’s website at https://www.amphenol.com/governance/leadership. ​Item 2. Properties​The Company’s fixed assets include factories and warehouses and a substantial quantity of machinery and equipment. The Company’s factories, warehouses and machinery and equipment are generally in good operating condition, are reasonably maintained and substantially all of its facilities are in regular use. The Company considers the present level of fixed assets along with planned capital expenditures as suitable and adequate for operations in the current business environment. At December 31, 2024, the Company operated approximately 300 manufacturing facilities with approximately 31 million square feet, of which approximately 23 million square feet were leased. Manufacturing facilities located in the U.S. had approximately 6 million square feet, of which approximately 3 million square feet were leased. Manufacturing facilities located outside the U.S. had approximately 25 million square feet, of which approximately 20 million square feet were leased. The square footage by segment related to our manufacturing facilities was approximately 10 million square feet, 12 million square feet and 9 million square feet for the Harsh Environment Solutions segment, Communications Solutions segment and Interconnect and Sensor Systems segment, respectively.​The Company believes that its facilities are suitable and adequate for its business and are being appropriately utilized for their intended purposes. Utilization of the facilities varies based on demand for the relevant products. The Company regularly reviews its anticipated requirements for facilities and, based on that review, may from time to time acquire or lease additional facilities and/or dispose of existing facilities. ​Item 3. Legal Proceedings​Information required with respect to legal proceedings in this Part I, Item 3 is included in Note 14 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report, which is incorporated herein by reference. ​Item 4. Mine Safety Disclosures​Not applicable.​​23 Table of Contents Table of Contents Table of Contents Cybersecurity Governance​Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee. At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams) provides an update regarding our Program to the Board. This update provides an overall assessment of the effectiveness of our Program and a review of areas of focus for the upcoming year. The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems and security controls, and our management team updates the Board, as necessary, regarding any significant cybersecurity incidents. ​Our management team, including our Senior Vice President and Chief Financial Officer, Senior Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our Program and our Vice President, Information Technology, supervises both our internal information security personnel and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information technology personnel and external consultants engaged by us, as well as alerts and reports produced by security tools deployed in our information technology environment.​Our management team’s experience includes knowledge related to information technology, cybersecurity and incidence response, risk management, control analysis and corporate governance. For additional details about our management team and their experience, refer to the Executive Leadership page on the Company’s website at https://www.amphenol.com/governance/leadership. ​Item 2. Properties​The Company’s fixed assets include factories and warehouses and a substantial quantity of machinery and equipment. The Company’s factories, warehouses and machinery and equipment are generally in good operating condition, are reasonably maintained and substantially all of its facilities are in regular use. The Company considers the present level of fixed assets along with planned capital expenditures as suitable and adequate for operations in the current business environment. At December 31, 2024, the Company operated approximately 300 manufacturing facilities with approximately 31 million square feet, of which approximately 23 million square feet were leased. Manufacturing facilities located in the U.S. had approximately 6 million square feet, of which approximately 3 million square feet were leased. Manufacturing facilities located outside the U.S. had approximately 25 million square feet, of which approximately 20 million square feet were leased. The square footage by segment related to our manufacturing facilities was approximately 10 million square feet, 12 million square feet and 9 million square feet for the Harsh Environment Solutions segment, Communications Solutions segment and Interconnect and Sensor Systems segment, respectively.​The Company believes that its facilities are suitable and adequate for its business and are being appropriately utilized for their intended purposes. Utilization of the facilities varies based on demand for the relevant products. The Company regularly reviews its anticipated requirements for facilities and, based on that review, may from time to time acquire or lease additional facilities and/or dispose of existing facilities. ​Item 3. Legal Proceedings​Information required with respect to legal proceedings in this Part I, Item 3 is included in Note 14 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report, which is incorporated herein by reference. ​Item 4. Mine Safety Disclosures​Not applicable.​​ Cybersecurity Governance​Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee. At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams) provides an update regarding our Program to the Board. This update provides an overall assessment of the effectiveness of our Program and a review of areas of focus for the upcoming year. The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems and security controls, and our management team updates the Board, as necessary, regarding any significant cybersecurity incidents. ​Our management team, including our Senior Vice President and Chief Financial Officer, Senior Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our Program and our Vice President, Information Technology, supervises both our internal information security personnel and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information technology personnel and external consultants engaged by us, as well as alerts and reports produced by security tools deployed in our information technology environment.​Our management team’s experience includes knowledge related to information technology, cybersecurity and incidence response, risk management, control analysis and corporate governance. For additional details about our management team and their experience, refer to the Executive Leadership page on the Company’s website at https://www.amphenol.com/governance/leadership. ​Item 2. Properties​The Company’s fixed assets include factories and warehouses and a substantial quantity of machinery and equipment. The Company’s factories, warehouses and machinery and equipment are generally in good operating condition, are reasonably maintained and substantially all of its facilities are in regular use. The Company considers the present level of fixed assets along with planned capital expenditures as suitable and adequate for operations in the current business environment. At December 31, 2024, the Company operated approximately 300 manufacturing facilities with approximately 31 million square feet, of which approximately 23 million square feet were leased. Manufacturing facilities located in the U.S. had approximately 6 million square feet, of which approximately 3 million square feet were leased. Manufacturing facilities located outside the U.S. had approximately 25 million square feet, of which approximately 20 million square feet were leased. The square footage by segment related to our manufacturing facilities was approximately 10 million square feet, 12 million square feet and 9 million square feet for the Harsh Environment Solutions segment, Communications Solutions segment and Interconnect and Sensor Systems segment, respectively.​The Company believes that its facilities are suitable and adequate for its business and are being appropriately utilized for their intended purposes. Utilization of the facilities varies based on demand for the relevant products. The Company regularly reviews its anticipated requirements for facilities and, based on that review, may from time to time acquire or lease additional facilities and/or dispose of existing facilities. ​Item 3. Legal Proceedings​Information required with respect to legal proceedings in this Part I, Item 3 is included in Note 14 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report, which is incorporated herein by reference. ​Item 4. Mine Safety Disclosures​Not applicable.​​", "prior_body": "​ Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee. At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams) provides an update regarding our Program to the Board. This update provides an overall assessment of the effectiveness of our Program and a review of areas of focus for the upcoming year. The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems 22 22 22 Table of Contentsand security controls, and our management team updates the Board, as necessary, regarding any material cybersecurity incidents. ​Our management team, including our Senior Vice President and Chief Financial Officer, Senior Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our Program and our Vice President, Information Technology, supervises both our internal information security personnel and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information technology personnel and external consultants engaged by us, as well as alerts and reports produced by security tools deployed in our information technology environment.​Our management team’s experience includes knowledge related to information technology, cybersecurity and incidence response, risk management, control analysis and corporate governance. For additional details about our management team and their experience, refer to the Executive Leadership page on the Company’s website at https://www.amphenol.com/governance/leadership. ​Item 2. Properties​The Company’s fixed assets include factories and warehouses and a substantial quantity of machinery and equipment. The Company’s factories, warehouses and machinery and equipment are generally in good operating condition, are reasonably maintained and substantially all of its facilities are in regular use. The Company considers the present level of fixed assets along with planned capital expenditures as suitable and adequate for operations in the current business environment. At December 31, 2023, the Company operated approximately 280 manufacturing facilities with approximately 27 million square feet, of which approximately 19 million square feet were leased. Manufacturing facilities located in the U.S. had approximately 5 million square feet, of which approximately 2 million square feet were leased. Manufacturing facilities located outside the U.S. had approximately 22 million square feet, of which approximately 17 million square feet were leased. The square footage by segment related to our manufacturing facilities was approximately 7 million square feet, 11 million square feet and 9 million square feet for the Harsh Environment Solutions segment, Communications Solutions segment and Interconnect and Sensor Systems segment, respectively.​The Company believes that its facilities are suitable and adequate for its business and are being appropriately utilized for their intended purposes. Utilization of the facilities varies based on demand for the relevant products. The Company regularly reviews its anticipated requirements for facilities and, based on that review, may from time to time acquire or lease additional facilities and/or dispose of existing facilities. ​Item 3. Legal Proceedings​Information required with respect to legal proceedings in this Part I, Item 3 is included in Note 14 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report, which is incorporated herein by reference. ​​Item 4. Mine Safety Disclosures​Not applicable.​​23 Table of Contents Table of Contents Table of Contents and security controls, and our management team updates the Board, as necessary, regarding any material cybersecurity incidents. ​Our management team, including our Senior Vice President and Chief Financial Officer, Senior Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our Program and our Vice President, Information Technology, supervises both our internal information security personnel and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information technology personnel and external consultants engaged by us, as well as alerts and reports produced by security tools deployed in our information technology environment.​Our management team’s experience includes knowledge related to information technology, cybersecurity and incidence response, risk management, control analysis and corporate governance. For additional details about our management team and their experience, refer to the Executive Leadership page on the Company’s website at https://www.amphenol.com/governance/leadership. ​Item 2. Properties​The Company’s fixed assets include factories and warehouses and a substantial quantity of machinery and equipment. The Company’s factories, warehouses and machinery and equipment are generally in good operating condition, are reasonably maintained and substantially all of its facilities are in regular use. The Company considers the present level of fixed assets along with planned capital expenditures as suitable and adequate for operations in the current business environment. At December 31, 2023, the Company operated approximately 280 manufacturing facilities with approximately 27 million square feet, of which approximately 19 million square feet were leased. Manufacturing facilities located in the U.S. had approximately 5 million square feet, of which approximately 2 million square feet were leased. Manufacturing facilities located outside the U.S. had approximately 22 million square feet, of which approximately 17 million square feet were leased. The square footage by segment related to our manufacturing facilities was approximately 7 million square feet, 11 million square feet and 9 million square feet for the Harsh Environment Solutions segment, Communications Solutions segment and Interconnect and Sensor Systems segment, respectively.​The Company believes that its facilities are suitable and adequate for its business and are being appropriately utilized for their intended purposes. Utilization of the facilities varies based on demand for the relevant products. The Company regularly reviews its anticipated requirements for facilities and, based on that review, may from time to time acquire or lease additional facilities and/or dispose of existing facilities. ​Item 3. Legal Proceedings​Information required with respect to legal proceedings in this Part I, Item 3 is included in Note 14 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report, which is incorporated herein by reference. ​​Item 4. Mine Safety Disclosures​Not applicable.​​ and security controls, and our management team updates the Board, as necessary, regarding any material cybersecurity incidents. ​ Our management team, including our Senior Vice President and Chief Financial Officer, Senior Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our Program and our Vice President, Information Technology, supervises both our internal information security personnel and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information technology personnel and external consultants engaged by us, as well as alerts and reports produced by security tools deployed in our information technology environment. ​ Our management team’s experience includes knowledge related to information technology, cybersecurity and incidence response, risk management, control analysis and corporate governance. For additional details about our management team and their experience, refer to the Executive Leadership page on the Company’s website at https://www.amphenol.com/governance/leadership. ​ Item 2. Properties ​ The Company’s fixed assets include factories and warehouses and a substantial quantity of machinery and equipment. The Company’s factories, warehouses and machinery and equipment are generally in good operating condition, are reasonably maintained and substantially all of its facilities are in regular use. The Company considers the present level of fixed assets along with planned capital expenditures as suitable and adequate for operations in the current business environment. At December 31, 2023, the Company operated approximately 280 manufacturing facilities with approximately 27 million square feet, of which approximately 19 million square feet were leased. Manufacturing facilities located in the U.S. had approximately 5 million square feet, of which approximately 2 million square feet were leased. Manufacturing facilities located outside the U.S. had approximately 22 million square feet, of which approximately 17 million square feet were leased. The square footage by segment related to our manufacturing facilities was approximately 7 million square feet, 11 million square feet and 9 million square feet for the Harsh Environment Solutions segment, Communications Solutions segment and Interconnect and Sensor Systems segment, respectively. ​ The Company believes that its facilities are suitable and adequate for its business and are being appropriately utilized for their intended purposes. Utilization of the facilities varies based on demand for the relevant products. The Company regularly reviews its anticipated requirements for facilities and, based on that review, may from time to time acquire or lease additional facilities and/or dispose of existing facilities. ​ Item 3. Legal Proceedings ​ Information required with respect to legal proceedings in this Part I, Item 3 is included in Note 14 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report, which is incorporated herein by reference. ​ ​ Item 4. Mine Safety Disclosures ​ Not applicable. ​ ​ 23 23 23 Table of ContentsPART II​Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities​Market Information​The Company effected the initial public offering of its Class A Common Stock (“Common Stock”) in November 1991. The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol “APH”. As of January 31, 2024, there were 31 holders of record of the Company’s Common Stock. A significant number of outstanding shares of Common Stock are registered in the name of only one holder, which is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. The Company believes that there are a significant number of beneficial owners of its Common Stock. ​Stock Performance Graph​The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2023 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common Stock and each index on December 31, 2018, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance. Dividends​Contingent upon declaration by the Company’s Board of Directors (the “Board”), the Company pays a quarterly dividend on shares of its Common Stock.​24 Table of Contents Table of Contents Table of Contents PART II​Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities​Market Information​The Company effected the initial public offering of its Class A Common Stock (“Common Stock”) in November 1991. The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol “APH”. As of January 31, 2024, there were 31 holders of record of the Company’s Common Stock. A significant number of outstanding shares of Common Stock are registered in the name of only one holder, which is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. The Company believes that there are a significant number of beneficial owners of its Common Stock. ​Stock Performance Graph​The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2023 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common Stock and each index on December 31, 2018, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance. Dividends​Contingent upon declaration by the Company’s Board of Directors (the “Board”), the Company pays a quarterly dividend on shares of its Common Stock.​ PART II ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​" }, { "status": "MODIFIED", "current_title": "Balance as of December 31, 2022", "prior_title": "Balance as of December 31, 2022", "similarity_score": 0.869, "confidence": "high", "key_changes": [ "Reworded sentence: \"1,192.0 ​ ​ 1.2 ​ (2.4) ​ ​ (79.8) ​ ​ 2,649.8 ​ ​ 4,979.4 ​ ​ (535.0) ​ ​ 57.9 ​ ​ 7,073.5 ​ ​ 20.6 ​ Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,928.0 ​ ​ ​ ​ 15.6 ​ 1,943.6 ​ 1.9 ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.4 ​ (1.2) ​ 0.2 ​ — ​ Acquisitions resulting in noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.0 ​ 1.0 ​ 8.2 ​ Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (24.0) ​ (24.0) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ​ (14.4) ​ (585.1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (585.1) ​ ​ ​ ​ Retirement of treasury stock (10.9) ​ — ​ 10.9 ​ 435.8 ​ ​ ​ ​ (435.8) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Stock options exercised 20.2 ​ — ​ 2.4 ​ ​ 86.3 ​ 351.8 ​ ​ (43.1) ​ ​ ​ ​ ​ ​ ​ 395.0 ​ ​ ​ ​ Dividends declared ($0.425 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (507.4) ​ ​ ​ ​ ​ ​ ​ (507.4) ​ ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 99.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 99.0 ​ ​ ​ ​\"" ], "current_body": "1,192.0 ​ ​ 1.2 ​ (2.4) ​ ​ (79.8) ​ ​ 2,649.8 ​ ​ 4,979.4 ​ ​ (535.0) ​ ​ 57.9 ​ ​ 7,073.5 ​ ​ 20.6 ​ Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,928.0 ​ ​ ​ ​ 15.6 ​ 1,943.6 ​ 1.9 ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.4 ​ (1.2) ​ 0.2 ​ — ​ Acquisitions resulting in noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.0 ​ 1.0 ​ 8.2 ​ Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (24.0) ​ (24.0) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ​ (14.4) ​ (585.1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (585.1) ​ ​ ​ ​ Retirement of treasury stock (10.9) ​ — ​ 10.9 ​ 435.8 ​ ​ ​ ​ (435.8) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Stock options exercised 20.2 ​ — ​ 2.4 ​ ​ 86.3 ​ 351.8 ​ ​ (43.1) ​ ​ ​ ​ ​ ​ ​ 395.0 ​ ​ ​ ​ Dividends declared ($0.425 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (507.4) ​ ​ ​ ​ ​ ​ ​ (507.4) ​ ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 99.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 99.0 ​ ​ ​ ​", "prior_body": "596.0 ​ ​ 0.6 ​ (1.2) ​ ​ (79.8) ​ ​ 2,650.4 ​ ​ 4,979.4 ​ ​ (535.0) ​ ​ 57.9 ​ ​ 7,073.5 ​ ​ 20.6 ​ Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,928.0 ​ ​ ​ ​ 15.6 ​ 1,943.6 ​ 1.9 ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.4 ​ (1.2) ​ 0.2 ​ — ​ Acquisitions resulting in noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.0 ​ 1.0 ​ 8.2 ​ Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (24.0) ​ (24.0) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ​ (7.2) ​ (585.1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (585.1) ​ ​ ​ ​ Retirement of treasury stock (5.5) ​ — ​ 5.5 ​ 435.8 ​ ​ ​ ​ (435.8) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Stock options exercised 10.1 ​ — ​ 1.2 ​ ​ 86.3 ​ 351.8 ​ ​ (43.1) ​ ​ ​ ​ ​ ​ ​ 395.0 ​ ​ ​ ​ Dividends declared ($0.85 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (507.4) ​ ​ ​ ​ ​ ​ ​ (507.4) ​ ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 99.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 99.0 ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "The Company encounters competition in all areas of our business.", "prior_title": "The Company is dependent on end market dynamics to sell its products, particularly in the communications, automotive and defense end markets.", "similarity_score": 0.864, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time.\"", "Added sentence: \"In addition, the Company may not be able to close acquisitions as anticipated, or at all.\"", "Reworded sentence: \"We cannot predict or guarantee whether and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions.​The Company may in the future incur goodwill and other intangible asset impairment charges.​On December 31, 2024, the total assets of the Company were $21.4 billion, which included $8.2 billion of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and $1.2 billion of other intangible assets, net.\"", "Reworded sentence: \"Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions and investments made by the Company fail to achieve expected returns.​RISKS RELATED TO OUR LIQUIDITY AND CAPITAL RESOURCES​The Company’s credit agreement and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company.​The third amended and restated credit agreement governs our $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S.\"", "Reworded sentence: \"Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”, and together with the U.S.\"" ], "current_body": "​ The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Competitors include large, diversified companies, some of which have greater assets and financial resources than the Company, as well as medium- to small-sized companies. Rapid technological changes could also lead to the entry of new competitors of various sizes against whom we may not be able to successfully compete. There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations. ​ 16 16 16 Table of ContentsThe Company is dependent on end market dynamics to sell its products, and some of the Company’s end markets are subject to cyclical and at times rapid periods of reduced demand.​The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely affected by cyclical and at times rapid periods of reduced demand in any of its end markets. Demand for products can be subject to rapid changes arising from a wide variety of factors, including new technology developments, changes in general economic conditions, consolidation within an industry, changes in access to financing, competition, new legislation and regulation, prolonged work stoppages or other disputes with labor unions and governmental budgetary constraints, among many other factors. Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products, which could have a material adverse effect on the Company’s business, financial condition and results of operations.​RISKS RELATED TO ACQUISITIONS​The Company has at times experienced difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses.​The Company has completed numerous acquisitions in recent years, including two in 2024 and 10 in 2023. The Company anticipates that it will continue to pursue acquisition opportunities as part of its growth strategy. From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, and acquisitions do not always perform and deliver the financial benefits expected. In addition, the Company may not be able to close acquisitions as anticipated, or at all. The Company has also experienced challenges at times following the acquisition of a new company or business, including, but not limited to, managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; or retaining key employees, suppliers and distributors. In certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under third party insurance policies for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement or insurance policy. To the extent we pursue indemnification claims against such seller(s) or insurers, such seller(s) or insurers may successfully contest such claims and/or may not have the financial capacity to compensate us for such claims, or such claims may otherwise be difficult or impractical to enforce. We cannot predict or guarantee whether and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions.​The Company may in the future incur goodwill and other intangible asset impairment charges.​On December 31, 2024, the total assets of the Company were $21.4 billion, which included $8.2 billion of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and $1.2 billion of other intangible assets, net. The Company performs annual evaluations (or more frequently, if necessary) for the potential impairment of the carrying value of goodwill and other intangible assets. Such evaluations to date have not resulted in the need to recognize an impairment. However, if the financial performance of the Company’s businesses were to decline significantly, the Company could incur a material non-cash charge to its income statement for the impairment of goodwill and other intangible assets. Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions and investments made by the Company fail to achieve expected returns.​RISKS RELATED TO OUR LIQUIDITY AND CAPITAL RESOURCES​The Company’s credit agreement and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company.​The third amended and restated credit agreement governs our $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S. Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”, and together with the U.S. Commercial Paper Program, “Commercial Paper Programs”). The Revolving Credit Facility contains financial and other covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit on priority indebtedness and limits on incurrence of liens. The ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those 17 Table of Contents Table of Contents Table of Contents The Company is dependent on end market dynamics to sell its products, and some of the Company’s end markets are subject to cyclical and at times rapid periods of reduced demand.​The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely affected by cyclical and at times rapid periods of reduced demand in any of its end markets. Demand for products can be subject to rapid changes arising from a wide variety of factors, including new technology developments, changes in general economic conditions, consolidation within an industry, changes in access to financing, competition, new legislation and regulation, prolonged work stoppages or other disputes with labor unions and governmental budgetary constraints, among many other factors. Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products, which could have a material adverse effect on the Company’s business, financial condition and results of operations.​RISKS RELATED TO ACQUISITIONS​The Company has at times experienced difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses.​The Company has completed numerous acquisitions in recent years, including two in 2024 and 10 in 2023. The Company anticipates that it will continue to pursue acquisition opportunities as part of its growth strategy. From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, and acquisitions do not always perform and deliver the financial benefits expected. In addition, the Company may not be able to close acquisitions as anticipated, or at all. The Company has also experienced challenges at times following the acquisition of a new company or business, including, but not limited to, managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; or retaining key employees, suppliers and distributors. In certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under third party insurance policies for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement or insurance policy. To the extent we pursue indemnification claims against such seller(s) or insurers, such seller(s) or insurers may successfully contest such claims and/or may not have the financial capacity to compensate us for such claims, or such claims may otherwise be difficult or impractical to enforce. We cannot predict or guarantee whether and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions.​The Company may in the future incur goodwill and other intangible asset impairment charges.​On December 31, 2024, the total assets of the Company were $21.4 billion, which included $8.2 billion of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and $1.2 billion of other intangible assets, net. The Company performs annual evaluations (or more frequently, if necessary) for the potential impairment of the carrying value of goodwill and other intangible assets. Such evaluations to date have not resulted in the need to recognize an impairment. However, if the financial performance of the Company’s businesses were to decline significantly, the Company could incur a material non-cash charge to its income statement for the impairment of goodwill and other intangible assets. Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions and investments made by the Company fail to achieve expected returns.​RISKS RELATED TO OUR LIQUIDITY AND CAPITAL RESOURCES​The Company’s credit agreement and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company.​The third amended and restated credit agreement governs our $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S. Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”, and together with the U.S. Commercial Paper Program, “Commercial Paper Programs”). The Revolving Credit Facility contains financial and other covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit on priority indebtedness and limits on incurrence of liens. The ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those The Company is dependent on end market dynamics to sell its products, and some of the Company’s end markets are subject to cyclical and at times rapid periods of reduced demand.​The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely affected by cyclical and at times rapid periods of reduced demand in any of its end markets. Demand for products can be subject to rapid changes arising from a wide variety of factors, including new technology developments, changes in general economic conditions, consolidation within an industry, changes in access to financing, competition, new legislation and regulation, prolonged work stoppages or other disputes with labor unions and governmental budgetary constraints, among many other factors. Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products, which could have a material adverse effect on the Company’s business, financial condition and results of operations.​RISKS RELATED TO ACQUISITIONS​The Company has at times experienced difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses.​The Company has completed numerous acquisitions in recent years, including two in 2024 and 10 in 2023. The Company anticipates that it will continue to pursue acquisition opportunities as part of its growth strategy. From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, and acquisitions do not always perform and deliver the financial benefits expected. In addition, the Company may not be able to close acquisitions as anticipated, or at all. The Company has also experienced challenges at times following the acquisition of a new company or business, including, but not limited to, managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; or retaining key employees, suppliers and distributors. In certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under third party insurance policies for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement or insurance policy. To the extent we pursue indemnification claims against such seller(s) or insurers, such seller(s) or insurers may successfully contest such claims and/or may not have the financial capacity to compensate us for such claims, or such claims may otherwise be difficult or impractical to enforce. We cannot predict or guarantee whether and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions.​The Company may in the future incur goodwill and other intangible asset impairment charges.​On December 31, 2024, the total assets of the Company were $21.4 billion, which included $8.2 billion of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and $1.2 billion of other intangible assets, net. The Company performs annual evaluations (or more frequently, if necessary) for the potential impairment of the carrying value of goodwill and other intangible assets. Such evaluations to date have not resulted in the need to recognize an impairment. However, if the financial performance of the Company’s businesses were to decline significantly, the Company could incur a material non-cash charge to its income statement for the impairment of goodwill and other intangible assets. Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions and investments made by the Company fail to achieve expected returns.​RISKS RELATED TO OUR LIQUIDITY AND CAPITAL RESOURCES​The Company’s credit agreement and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company.​The third amended and restated credit agreement governs our $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S. Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”, and together with the U.S. Commercial Paper Program, “Commercial Paper Programs”). The Revolving Credit Facility contains financial and other covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit on priority indebtedness and limits on incurrence of liens. The ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those", "prior_body": "​ The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely affected by cyclical and reduced demand in any of these markets. Approximately 37% of the Company’s 2023 net sales came from sales to the communications industry. Demand for products in these markets is generally subject to rapid technological change and/or capital spending by operators for constructing, rebuilding or upgrading their systems, all of which could be affected by a variety of factors, including general economic conditions, consolidation within the industry, the financial condition of operators and their access to financing, competition, technological developments, new legislation and regulation. Approximately 23% of the Company’s net sales came from the automotive industry. The automotive industry has historically experienced significant downturns during periods of deteriorating global or regional economic or credit conditions, or as a result of prolonged work stoppages or other disputes with labor unions. The communications and automotive end markets are also dominated by large customers that regularly exert price pressures on their suppliers, including the Company. Approximately 11% of the Company’s net sales came from sales to the defense end market. Accordingly, the Company’s sales are affected by changes in the defense budgets of the U.S. and 16 16 16 Table of Contentsforeign governments, which are subject to political and budgetary fluctuations and constraints. Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products, which could have a material adverse effect on the Company’s business, financial condition and results of operations.​RISKS RELATED TO ACQUISITIONS​The Company has at times experienced difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses.​The Company has completed numerous acquisitions in recent years, including 10 in 2023. The Company anticipates that it will continue to pursue acquisition opportunities as part of its growth strategy. From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, and acquisitions do not always perform and deliver the financial benefits expected. The Company has also experienced challenges at times following the acquisition of a new company or business, including, but not limited to, managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; or retaining key employees, suppliers and distributors. In certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under third party insurance policies for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement or insurance policy. To the extent we pursue indemnification claims against such seller(s) or insurers, such seller(s) or insurers may successfully contest such claims and/or may not have the financial capacity to compensate us for such claims, or such claims may otherwise be difficult or impractical to enforce. We cannot predict or guarantee whether and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions.​The Company may in the future incur goodwill and other intangible asset impairment charges.​On December 31, 2023, the total assets of the Company were $16.5 billion, which included $7.1 billion of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and $834.8 million of other intangible assets, net. The Company performs annual evaluations (or more frequently, if necessary) for the potential impairment of the carrying value of goodwill and other intangible assets. Such evaluations to date have not resulted in the need to recognize an impairment. However, if the financial performance of the Company’s businesses were to decline significantly, the Company could incur a material non-cash charge to its income statement for the impairment of goodwill and other intangible assets. Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions and investments made by the Company fail to achieve expected returns.​RISKS RELATED TO OUR LIQUIDITY AND CAPITAL RESOURCES​The Company’s credit agreements and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company.​The second amended and restated credit agreement that governs our $2.5 billion unsecured credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S. Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”), contains financial and other covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit on priority indebtedness and limits on incurrence of liens. The Company also has similar financial and other covenants associated with its two-year, $750.0 million unsecured delayed draw term loan credit agreement (the “Term Loan”) entered into in April 2022. In addition, the ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those tests. A breach of any of these covenants could result in a default under the Revolving Credit Facility and the Term Loan. Upon the occurrence of an event of default under the Revolving Credit Facility or the Term Loan, the lenders could terminate all commitments to extend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable, which could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay indebtedness under the Revolving Credit Facility, the Term Loan and such other debt instruments. As of December 31, 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper Program. However, the Company borrowed under the U.S. 17 Table of Contents Table of Contents Table of Contents foreign governments, which are subject to political and budgetary fluctuations and constraints. Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products, which could have a material adverse effect on the Company’s business, financial condition and results of operations.​RISKS RELATED TO ACQUISITIONS​The Company has at times experienced difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses.​The Company has completed numerous acquisitions in recent years, including 10 in 2023. The Company anticipates that it will continue to pursue acquisition opportunities as part of its growth strategy. From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, and acquisitions do not always perform and deliver the financial benefits expected. The Company has also experienced challenges at times following the acquisition of a new company or business, including, but not limited to, managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; or retaining key employees, suppliers and distributors. In certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under third party insurance policies for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement or insurance policy. To the extent we pursue indemnification claims against such seller(s) or insurers, such seller(s) or insurers may successfully contest such claims and/or may not have the financial capacity to compensate us for such claims, or such claims may otherwise be difficult or impractical to enforce. We cannot predict or guarantee whether and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions.​The Company may in the future incur goodwill and other intangible asset impairment charges.​On December 31, 2023, the total assets of the Company were $16.5 billion, which included $7.1 billion of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and $834.8 million of other intangible assets, net. The Company performs annual evaluations (or more frequently, if necessary) for the potential impairment of the carrying value of goodwill and other intangible assets. Such evaluations to date have not resulted in the need to recognize an impairment. However, if the financial performance of the Company’s businesses were to decline significantly, the Company could incur a material non-cash charge to its income statement for the impairment of goodwill and other intangible assets. Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions and investments made by the Company fail to achieve expected returns.​RISKS RELATED TO OUR LIQUIDITY AND CAPITAL RESOURCES​The Company’s credit agreements and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company.​The second amended and restated credit agreement that governs our $2.5 billion unsecured credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S. Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”), contains financial and other covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit on priority indebtedness and limits on incurrence of liens. The Company also has similar financial and other covenants associated with its two-year, $750.0 million unsecured delayed draw term loan credit agreement (the “Term Loan”) entered into in April 2022. In addition, the ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those tests. A breach of any of these covenants could result in a default under the Revolving Credit Facility and the Term Loan. Upon the occurrence of an event of default under the Revolving Credit Facility or the Term Loan, the lenders could terminate all commitments to extend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable, which could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay indebtedness under the Revolving Credit Facility, the Term Loan and such other debt instruments. As of December 31, 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper Program. However, the Company borrowed under the U.S. foreign governments, which are subject to political and budgetary fluctuations and constraints. Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products, which could have a material adverse effect on the Company’s business, financial condition and results of operations. ​" }, { "status": "MODIFIED", "current_title": "The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming.", "prior_title": "Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners.", "similarity_score": 0.862, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors.\"", "Reworded sentence: \"and foreign anti-corruption laws.​There can be no assurance that our policies and procedures designed for complying with applicable U.S.\"", "Reworded sentence: \"A significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows.​The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams.​Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our various management teams.\"", "Reworded sentence: \"There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations.​16 Table of Contents Table of Contents Table of Contents Our international operations require us to comply with anti-corruption laws and regulations of the U.S.\"", "Reworded sentence: \"A significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows.​The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams.​Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our various management teams.\"" ], "current_body": "​ From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors. Such unpredictable weather conditions and natural disasters including, but not limited to, severe storms, earthquakes, fires, droughts, floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, including heat waves and freezes and ambient temperature or precipitation changes, and their consequences and effects have, in the past, temporarily disrupted our business operations both in the United States and abroad. Climate change may exacerbate certain such events and may also contribute to other changes that could also adversely impact our operations. These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased costs, energy and water scarcity, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations. ​ 15 15 15 Table of ContentsOur international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners.​Doing business on a worldwide basis requires us and our subsidiaries to comply with the anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities. These laws and regulations may apply to companies, individual directors, officers, employees, subcontractors and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition, some of the foreign locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating U.S. and foreign anti-corruption laws.​There can be no assurance that our policies and procedures designed for complying with applicable U.S. and foreign laws and regulations will be effective in preventing our directors, officers, employees, subcontractors and agents from taking actions that violate these legal requirements. Violations of these legal requirements could subject us to criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other remedial measures. In addition, any actual or alleged violations could disrupt our operations, cause reputational harm, involve significant management distraction and result in a material adverse effect on our competitive position, results of operations, cash flows or financial condition.​The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates.​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible foreign currency restrictions and/or devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. There can be no assurance that any or all actions taken by the Company to mitigate currency risk, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management, will be fully effective in successfully managing currency risk. A significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows.​The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams.​Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our various management teams. It is possible that scarce labor market conditions, which the Company has experienced from time to time, could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations. In addition, our business could also be adversely impacted by any ongoing increases in labor costs, including wages and benefits.​RISKS RELATED TO OUR END MARKETS​The Company encounters competition in all areas of our business.​The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Competitors include large, diversified companies, some of which have greater assets and financial resources than the Company, as well as medium- to small-sized companies. Rapid technological changes could also lead to the entry of new competitors of various sizes against whom we may not be able to successfully compete. There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations.​16 Table of Contents Table of Contents Table of Contents Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners.​Doing business on a worldwide basis requires us and our subsidiaries to comply with the anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities. These laws and regulations may apply to companies, individual directors, officers, employees, subcontractors and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition, some of the foreign locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating U.S. and foreign anti-corruption laws.​There can be no assurance that our policies and procedures designed for complying with applicable U.S. and foreign laws and regulations will be effective in preventing our directors, officers, employees, subcontractors and agents from taking actions that violate these legal requirements. Violations of these legal requirements could subject us to criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other remedial measures. In addition, any actual or alleged violations could disrupt our operations, cause reputational harm, involve significant management distraction and result in a material adverse effect on our competitive position, results of operations, cash flows or financial condition.​The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates.​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible foreign currency restrictions and/or devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. There can be no assurance that any or all actions taken by the Company to mitigate currency risk, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management, will be fully effective in successfully managing currency risk. A significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows.​The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams.​Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our various management teams. It is possible that scarce labor market conditions, which the Company has experienced from time to time, could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations. In addition, our business could also be adversely impacted by any ongoing increases in labor costs, including wages and benefits.​RISKS RELATED TO OUR END MARKETS​The Company encounters competition in all areas of our business.​The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Competitors include large, diversified companies, some of which have greater assets and financial resources than the Company, as well as medium- to small-sized companies. Rapid technological changes could also lead to the entry of new competitors of various sizes against whom we may not be able to successfully compete. There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations.​ Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners.​Doing business on a worldwide basis requires us and our subsidiaries to comply with the anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities. These laws and regulations may apply to companies, individual directors, officers, employees, subcontractors and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition, some of the foreign locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating U.S. and foreign anti-corruption laws.​There can be no assurance that our policies and procedures designed for complying with applicable U.S. and foreign laws and regulations will be effective in preventing our directors, officers, employees, subcontractors and agents from taking actions that violate these legal requirements. Violations of these legal requirements could subject us to criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other remedial measures. In addition, any actual or alleged violations could disrupt our operations, cause reputational harm, involve significant management distraction and result in a material adverse effect on our competitive position, results of operations, cash flows or financial condition.​The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates.​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible foreign currency restrictions and/or devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. There can be no assurance that any or all actions taken by the Company to mitigate currency risk, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management, will be fully effective in successfully managing currency risk. A significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows.​The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams.​Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our various management teams. It is possible that scarce labor market conditions, which the Company has experienced from time to time, could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations. In addition, our business could also be adversely impacted by any ongoing increases in labor costs, including wages and benefits.​RISKS RELATED TO OUR END MARKETS​The Company encounters competition in all areas of our business.​The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Competitors include large, diversified companies, some of which have greater assets and financial resources than the Company, as well as medium- to small-sized companies. Rapid technological changes could also lead to the entry of new competitors of various sizes against whom we may not be able to successfully compete. There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations.​", "prior_body": "​ Doing business on a worldwide basis requires us and our subsidiaries to comply with the laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities. These laws and regulations may apply to companies, individual directors, officers, employees, subcontractors and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition, some of the foreign locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating U.S. and foreign anti-corruption laws. ​ 15 15 15 Table of ContentsThere can be no assurance that our policies and procedures designed for complying with applicable U.S. and international laws and regulations will be effective in preventing our directors, officers, employees, subcontractors and agents from taking actions that violate these legal requirements. Violations of these legal requirements could subject us to criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other remedial measures. In addition, any actual or alleged violations could disrupt our operations, cause reputational harm, involve significant management distraction and result in a material adverse effect on our competitive position, results of operations, cash flows or financial condition.​The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates.​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible foreign currency restrictions and/or devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. There can be no assurance that any or all actions taken by the Company to mitigate currency risk, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management, will be fully effective in successfully managing currency risk. A significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows.​The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams.​Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our executive and core management teams. Given the current inflationary wage environment and strong demand for skilled labor in many of the countries and regions in which we operate, the ability to identify and attract new talent, as well as retain existing talent, may prove to be difficult. It is possible that the current labor market could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations. In addition, our business could also be adversely impacted by the ongoing increases in labor costs, including wages and benefits.​RISKS RELATED TO OUR END MARKETS​The Company encounters competition in all areas of our business.​The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Competitors include large, diversified companies, some of which have greater assets and financial resources than the Company, as well as medium- to small-sized companies. Rapid technological changes could also lead to the entry of new competitors of various sizes against whom we may not be able to successfully compete. There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations.​The Company is dependent on end market dynamics to sell its products, particularly in the communications, automotive and defense end markets.​The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely affected by cyclical and reduced demand in any of these markets. Approximately 37% of the Company’s 2023 net sales came from sales to the communications industry. Demand for products in these markets is generally subject to rapid technological change and/or capital spending by operators for constructing, rebuilding or upgrading their systems, all of which could be affected by a variety of factors, including general economic conditions, consolidation within the industry, the financial condition of operators and their access to financing, competition, technological developments, new legislation and regulation. Approximately 23% of the Company’s net sales came from the automotive industry. The automotive industry has historically experienced significant downturns during periods of deteriorating global or regional economic or credit conditions, or as a result of prolonged work stoppages or other disputes with labor unions. The communications and automotive end markets are also dominated by large customers that regularly exert price pressures on their suppliers, including the Company. Approximately 11% of the Company’s net sales came from sales to the defense end market. Accordingly, the Company’s sales are affected by changes in the defense budgets of the U.S. and 16 Table of Contents Table of Contents Table of Contents There can be no assurance that our policies and procedures designed for complying with applicable U.S. and international laws and regulations will be effective in preventing our directors, officers, employees, subcontractors and agents from taking actions that violate these legal requirements. Violations of these legal requirements could subject us to criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other remedial measures. In addition, any actual or alleged violations could disrupt our operations, cause reputational harm, involve significant management distraction and result in a material adverse effect on our competitive position, results of operations, cash flows or financial condition.​The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates.​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible foreign currency restrictions and/or devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. There can be no assurance that any or all actions taken by the Company to mitigate currency risk, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management, will be fully effective in successfully managing currency risk. A significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows.​The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams.​Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our executive and core management teams. Given the current inflationary wage environment and strong demand for skilled labor in many of the countries and regions in which we operate, the ability to identify and attract new talent, as well as retain existing talent, may prove to be difficult. It is possible that the current labor market could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations. In addition, our business could also be adversely impacted by the ongoing increases in labor costs, including wages and benefits.​RISKS RELATED TO OUR END MARKETS​The Company encounters competition in all areas of our business.​The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Competitors include large, diversified companies, some of which have greater assets and financial resources than the Company, as well as medium- to small-sized companies. Rapid technological changes could also lead to the entry of new competitors of various sizes against whom we may not be able to successfully compete. There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations.​The Company is dependent on end market dynamics to sell its products, particularly in the communications, automotive and defense end markets.​The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely affected by cyclical and reduced demand in any of these markets. Approximately 37% of the Company’s 2023 net sales came from sales to the communications industry. Demand for products in these markets is generally subject to rapid technological change and/or capital spending by operators for constructing, rebuilding or upgrading their systems, all of which could be affected by a variety of factors, including general economic conditions, consolidation within the industry, the financial condition of operators and their access to financing, competition, technological developments, new legislation and regulation. Approximately 23% of the Company’s net sales came from the automotive industry. The automotive industry has historically experienced significant downturns during periods of deteriorating global or regional economic or credit conditions, or as a result of prolonged work stoppages or other disputes with labor unions. The communications and automotive end markets are also dominated by large customers that regularly exert price pressures on their suppliers, including the Company. Approximately 11% of the Company’s net sales came from sales to the defense end market. Accordingly, the Company’s sales are affected by changes in the defense budgets of the U.S. and There can be no assurance that our policies and procedures designed for complying with applicable U.S. and international laws and regulations will be effective in preventing our directors, officers, employees, subcontractors and agents from taking actions that violate these legal requirements. Violations of these legal requirements could subject us to criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other remedial measures. In addition, any actual or alleged violations could disrupt our operations, cause reputational harm, involve significant management distraction and result in a material adverse effect on our competitive position, results of operations, cash flows or financial condition. ​" }, { "status": "MODIFIED", "current_title": "Stock Split", "prior_title": "Plans or Programs", "similarity_score": 0.859, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ 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”).\"", "Reworded sentence: \"The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its 27 27 27 Table of Contentsmultinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography.​Reportable Business Segments​The Company aligns its businesses into the following three reportable business segments:​●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, mobile networks and information technology and data communications end markets.​●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, mobile networks, broadband communications, automotive, commercial aerospace and defense end markets.​●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.​This alignment reinforces the Company’s entrepreneurial culture and enables clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future.\"", "Reworded sentence: \"The Company does this by investing in modern manufacturing technologies, controlling purchasing processes and expanding into lower cost areas.​The Company’s strategic objective is to further enhance its position in its served markets by pursuing the following success factors:​●Pursue broad market diversification;●Develop high-technology performance-enhancing solutions;●Expand global presence;●Control costs;●Pursue strategic acquisitions and investments; and●Foster collaborative, entrepreneurial management.​In 2024, the Company reported net sales, operating income and net income attributable to Amphenol Corporation of $15,222.7, $3,156.9, and $2,424.0, respectively, representing an increase of 21%, 23% and 26% from 2023, respectively.\"", "Reworded sentence: \"The Company does this by investing in modern manufacturing technologies, controlling purchasing processes and expanding into lower cost areas.​The Company’s strategic objective is to further enhance its position in its served markets by pursuing the following success factors:​●Pursue broad market diversification;●Develop high-technology performance-enhancing solutions;●Expand global presence;●Control costs;●Pursue strategic acquisitions and investments; and●Foster collaborative, entrepreneurial management.​In 2024, the Company reported net sales, operating income and net income attributable to Amphenol Corporation of $15,222.7, $3,156.9, and $2,424.0, respectively, representing an increase of 21%, 23% and 26% from 2023, respectively.\"", "Reworded sentence: \"​ This alignment reinforces the Company’s entrepreneurial culture and enables clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future.\"" ], "current_body": "​ On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s 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. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. There was no change in the number of authorized shares of common stock of the Company as a result of the stock split. All current and prior year data impacted by the stock split and presented throughout this Annual Report, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. ​", "prior_body": "​ First Quarter – 2023 ​ 2,117,279 ​ $ 78.83 ​ 2,117,279 ​ $ 644.7 ​ Second Quarter – 2023 ​ 1,982,956 ​ ​ 77.44 ​ 1,982,956 ​ ​ 491.1 ​ Third Quarter – 2023 ​ 1,734,259 ​ ​ 86.11 ​ 1,734,259 ​ ​ 341.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fourth Quarter – 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 1 to October 31, 2023 534,200 ​ 82.15 534,200 ​ 297.9 ​ November 1 to November 30, 2023 599,079 ​ 86.38 599,079 ​ 246.2 ​ December 1 to December 31, 2023 214,300 ​ 91.75 214,300 $ 226.5 ​ ​ ​ 1,347,579 ​ ​ 85.56 ​ 1,347,579 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total – 2023 7,182,073 ​ $ 81.47 7,182,073 ​ ​ ​ ​ ​ Item 6. [Reserved] ​ ​ 25 25 25 Table of ContentsItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations​(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 years ended December 31, 2023, 2022 and 2021 has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”). The 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”). Any references to the Company’s results in this Item 7 are specifically to our continuing operations only and exclude discontinued operations, unless otherwise noted. 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 7 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.​In addition to historical information, the following discussion and analysis also contains certain forward-looking statements that are subject to risks and uncertainties, including but not limited to the risk factors described in Part I, Item 1A. Risk Factors herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form 10-K (“Annual Report”).​Overview​General​Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. In 2023, approximately 65% of the Company’s sales were outside the United States. The primary end markets for our products are:​●information technology and communication devices and systems for the converging technologies of voice, video and data communications;​●a broad range of industrial applications and traditional, hybrid and electric automotive applications; and​●defense and commercial aerospace applications.​The Company’s products are used in a wide variety of applications by a broad array of customers around the world. The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. For many years, customers have generally been consolidating their lists of qualified suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while maintaining geographic flexibility and competitive prices. The Company has focused its global resources to position itself to compete effectively in this environment. The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its multinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography.​26 Table of Contents Table of Contents Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations​(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 years ended December 31, 2023, 2022 and 2021 has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”). The 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”). Any references to the Company’s results in this Item 7 are specifically to our continuing operations only and exclude discontinued operations, unless otherwise noted. 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 7 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.​In addition to historical information, the following discussion and analysis also contains certain forward-looking statements that are subject to risks and uncertainties, including but not limited to the risk factors described in Part I, Item 1A. Risk Factors herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form 10-K (“Annual Report”).​Overview​General​Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. In 2023, approximately 65% of the Company’s sales were outside the United States. The primary end markets for our products are:​●information technology and communication devices and systems for the converging technologies of voice, video and data communications;​●a broad range of industrial applications and traditional, hybrid and electric automotive applications; and​●defense and commercial aerospace applications.​The Company’s products are used in a wide variety of applications by a broad array of customers around the world. The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. For many years, customers have generally been consolidating their lists of qualified suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while maintaining geographic flexibility and competitive prices. The Company has focused its global resources to position itself to compete effectively in this environment. The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its multinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography.​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ (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 years ended December 31, 2023, 2022 and 2021 has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”). The 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”). Any references to the Company’s results in this Item 7 are specifically to our continuing operations only and exclude discontinued operations, unless otherwise noted. 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 7 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures. ​ In addition to historical information, the following discussion and analysis also contains certain forward-looking statements that are subject to risks and uncertainties, including but not limited to the risk factors described in Part I, Item 1A. Risk Factors herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form 10-K (“Annual Report”). ​ Overview ​ General ​ Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. In 2023, approximately 65% of the Company’s sales were outside the United States. The primary end markets for our products are: ​ ​ ​ ​ The Company’s products are used in a wide variety of applications by a broad array of customers around the world. The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. For many years, customers have generally been consolidating their lists of qualified suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while maintaining geographic flexibility and competitive prices. The Company has focused its global resources to position itself to compete effectively in this environment. The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its multinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography. ​ 26 26 26 Table of ContentsReportable Business Segments​The Company aligns its businesses into the following three reportable business segments:​●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.​●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.​●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.​This alignment reinforces the Company’s entrepreneurial culture and the clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future. For further details related to the Company’s reportable business segments, refer to Note 13 of the Notes to Consolidated Financial Statements herein.​Strategy​The Company’s strategy is to provide our customers with comprehensive design capabilities, a broad selection of products and a high level of quality and service on a worldwide basis, while maintaining continuing programs of productivity improvement and cost control. The Company focuses its research and development efforts through close collaboration with its customers to develop highly engineered products that meet customer needs and have the potential for broad market applications and significant sales within a one- to three-year period. The Company is also focused on controlling costs. The Company does this by investing in modern manufacturing technologies, controlling purchasing processes and expanding into lower cost areas.​The Company’s strategic objective is to further enhance its position in its served markets by pursuing the following success factors:​●Pursue broad market diversification;●Develop high-technology performance-enhancing solutions;●Expand global presence;●Control costs;●Pursue strategic acquisitions and investments; and●Foster collaborative, entrepreneurial management.​In 2023, the Company reported net sales and operating income of $12,554.7 and $2,559.6, respectively, each representing a decrease of 1% from 2022, while net income from continuing operations attributable to Amphenol Corporation of $1,928.0 represented an increase of 1% from 2022. In 2023, the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $82.4 related to stock-based compensation resulting from stock option exercises and (b) the gain of $5.4 on a bargain purchase acquisition that closed in the second quarter of 2023, partially offset by (c) acquisition-related expenses of $34.6 ($30.2 after-tax) comprised primarily of external transaction costs, as well as the amortization of $12.4 related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. In 2022, the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $56.0 related to stock-based compensation resulting from stock option exercises, partially offset by (b) acquisition-related expenses of $21.5 ($18.4 after-tax) comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. Excluding the effects of these items, Adjusted Operating Income decreased by 1%, while Adjusted Net Income from continuing operations attributable to Amphenol Corporation increased slightly in 2023 compared to 2022. Adjusted Operating Income and Adjusted Net 27 Table of Contents Table of Contents Table of Contents Reportable Business Segments​The Company aligns its businesses into the following three reportable business segments:​●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.​●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.​●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.​This alignment reinforces the Company’s entrepreneurial culture and the clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future. For further details related to the Company’s reportable business segments, refer to Note 13 of the Notes to Consolidated Financial Statements herein.​Strategy​The Company’s strategy is to provide our customers with comprehensive design capabilities, a broad selection of products and a high level of quality and service on a worldwide basis, while maintaining continuing programs of productivity improvement and cost control. The Company focuses its research and development efforts through close collaboration with its customers to develop highly engineered products that meet customer needs and have the potential for broad market applications and significant sales within a one- to three-year period. The Company is also focused on controlling costs. The Company does this by investing in modern manufacturing technologies, controlling purchasing processes and expanding into lower cost areas.​The Company’s strategic objective is to further enhance its position in its served markets by pursuing the following success factors:​●Pursue broad market diversification;●Develop high-technology performance-enhancing solutions;●Expand global presence;●Control costs;●Pursue strategic acquisitions and investments; and●Foster collaborative, entrepreneurial management.​In 2023, the Company reported net sales and operating income of $12,554.7 and $2,559.6, respectively, each representing a decrease of 1% from 2022, while net income from continuing operations attributable to Amphenol Corporation of $1,928.0 represented an increase of 1% from 2022. In 2023, the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $82.4 related to stock-based compensation resulting from stock option exercises and (b) the gain of $5.4 on a bargain purchase acquisition that closed in the second quarter of 2023, partially offset by (c) acquisition-related expenses of $34.6 ($30.2 after-tax) comprised primarily of external transaction costs, as well as the amortization of $12.4 related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. In 2022, the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $56.0 related to stock-based compensation resulting from stock option exercises, partially offset by (b) acquisition-related expenses of $21.5 ($18.4 after-tax) comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. Excluding the effects of these items, Adjusted Operating Income decreased by 1%, while Adjusted Net Income from continuing operations attributable to Amphenol Corporation increased slightly in 2023 compared to 2022. Adjusted Operating Income and Adjusted Net Reportable Business Segments ​ The Company aligns its businesses into the following three reportable business segments: ​ ●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. ​ ●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. ​ ●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. ​ This alignment reinforces the Company’s entrepreneurial culture and the clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future. For further details related to the Company’s reportable business segments, refer to Note 13 of the Notes to Consolidated Financial Statements herein. ​ Strategy ​ The Company’s strategy is to provide our customers with comprehensive design capabilities, a broad selection of products and a high level of quality and service on a worldwide basis, while maintaining continuing programs of productivity improvement and cost control. The Company focuses its research and development efforts through close collaboration with its customers to develop highly engineered products that meet customer needs and have the potential for broad market applications and significant sales within a one- to three-year period. The Company is also focused on controlling costs. The Company does this by investing in modern manufacturing technologies, controlling purchasing processes and expanding into lower cost areas. ​ The Company’s strategic objective is to further enhance its position in its served markets by pursuing the following success factors: ​ ​ In 2023, the Company reported net sales and operating income of $12,554.7 and $2,559.6, respectively, each representing a decrease of 1% from 2022, while net income from continuing operations attributable to Amphenol Corporation of $1,928.0 represented an increase of 1% from 2022. In 2023, the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $82.4 related to stock-based compensation resulting from stock option exercises and (b) the gain of $5.4 on a bargain purchase acquisition that closed in the second quarter of 2023, partially offset by (c) acquisition-related expenses of $34.6 ($30.2 after-tax) comprised primarily of external transaction costs, as well as the amortization of $12.4 related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. In 2022, the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $56.0 related to stock-based compensation resulting from stock option exercises, partially offset by (b) acquisition-related expenses of $21.5 ($18.4 after-tax) comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. Excluding the effects of these items, Adjusted Operating Income decreased by 1%, while Adjusted Net Income from continuing operations attributable to Amphenol Corporation increased slightly in 2023 compared to 2022. Adjusted Operating Income and Adjusted Net 27 27 27 Table of ContentsIncome from continuing operations attributable to Amphenol Corporation are both non-GAAP financial measures, each as defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7. Sales and profitability trends are discussed in detail in “Results of Operations” below. In addition, a strength of the Company has been its ability to consistently generate net cash provided by operating activities from continuing operations (“Operating Cash Flow”). The Company uses Operating Cash Flow to fund capital expenditures and acquisitions, repurchase shares of the Company’s Class A Common Stock (“Common Stock”), pay dividends and reduce indebtedness. In 2023, the Company generated Operating Cash Flow of $2,528.7 and Free Cash Flow of $2,159.9, compared to Operating Cash Flow of $2,174.6 and Free Cash Flow of $1,796.4 in 2022. Free Cash Flow, a non-GAAP financial measure, is defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7.​Inflation Reduction Act of 2022​On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases. Companies will be required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but will not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2023. While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows.​Pillar Two Framework​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 with the first component effective on January 1, 2024, while the second component will be 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 and does not expect the initial implementation to materially impact future results. However, the Company will continue to evaluate the potential impact of Pillar Two on the Company and its future results, as additional countries adopt legislation and issue individual guidance on their enacted legislation.​28 Table of Contents Table of Contents Table of Contents Income from continuing operations attributable to Amphenol Corporation are both non-GAAP financial measures, each as defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7. Sales and profitability trends are discussed in detail in “Results of Operations” below. In addition, a strength of the Company has been its ability to consistently generate net cash provided by operating activities from continuing operations (“Operating Cash Flow”). The Company uses Operating Cash Flow to fund capital expenditures and acquisitions, repurchase shares of the Company’s Class A Common Stock (“Common Stock”), pay dividends and reduce indebtedness. In 2023, the Company generated Operating Cash Flow of $2,528.7 and Free Cash Flow of $2,159.9, compared to Operating Cash Flow of $2,174.6 and Free Cash Flow of $1,796.4 in 2022. Free Cash Flow, a non-GAAP financial measure, is defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7.​Inflation Reduction Act of 2022​On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases. Companies will be required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but will not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2023. While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows.​Pillar Two Framework​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 with the first component effective on January 1, 2024, while the second component will be 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 and does not expect the initial implementation to materially impact future results. However, the Company will continue to evaluate the potential impact of Pillar Two on the Company and its future results, as additional countries adopt legislation and issue individual guidance on their enacted legislation.​ Income from continuing operations attributable to Amphenol Corporation are both non-GAAP financial measures, each as defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7. Sales and profitability trends are discussed in detail in “Results of Operations” below. In addition, a strength of the Company has been its ability to consistently generate net cash provided by operating activities from continuing operations (“Operating Cash Flow”). The Company uses Operating Cash Flow to fund capital expenditures and acquisitions, repurchase shares of the Company’s Class A Common Stock (“Common Stock”), pay dividends and reduce indebtedness. In 2023, the Company generated Operating Cash Flow of $2,528.7 and Free Cash Flow of $2,159.9, compared to Operating Cash Flow of $2,174.6 and Free Cash Flow of $1,796.4 in 2022. Free Cash Flow, a non-GAAP financial measure, is defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7. ​" }, { "status": "MODIFIED", "current_title": "The Company’s results may be negatively affected by changing interest rates.", "prior_title": "The Company’s results may be negatively affected by changing interest rates.", "similarity_score": 0.852, "confidence": "high", "key_changes": [ "Reworded sentence: \"As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates.\"" ], "current_body": "​ The Company is subject to interest rate volatility with regard to existing and future issuances of debt. The Company monitors its mix of fixed-rate and variable-rate debt, as well as its mix of short-term and long-term debt. As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly. There can be no assurance that interest rates will not change significantly from current levels. ​", "prior_body": "​ The Company is subject to interest rate volatility with regard to existing and future issuances of debt. The Company monitors its mix of fixed-rate and variable-rate debt, as well as its mix of short-term and long-term debt. As of December 31, 2023, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. ​ As a result of increases in the federal funds rate by the U.S. Federal Reserve beginning in early 2022 and through the middle of 2023, the floating interest rates related to our U.S. Commercial Paper Program (as well as our Revolving Credit Facility and Term Loan, to the extent either are drawn upon in the future) have increased substantially over this same period, a trend that could continue into 2024 and potentially beyond. To the extent that interest rates related to this floating rate debt increase further and the Company borrows under any of these floating interest rate instruments in the future, interest expense and interest payments would increase. There can be no assurance that interest rates will not change significantly from current levels. ​" }, { "status": "MODIFIED", "current_title": "Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties.", "prior_title": "Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties.", "similarity_score": 0.852, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ We rely on information technology systems provided by third-party providers and our own information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems.\"", "Reworded sentence: \"Globally, there continues to be an elevated volume of cyber threats, exploitation of previously unknown software vulnerabilities, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence.\"", "Reworded sentence: \"​ 14 14 14 Table of ContentsThere can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully complied with or effective in protecting our information technology systems.\"", "Reworded sentence: \"Our and key third-party information technology systems and infrastructure are susceptible to disruptions from cybersecurity incidents, ransomware attacks, security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures, natural disasters, adverse public health developments, or other catastrophic events, any of which could result in reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, the release of highly sensitive confidential or personal information, the inability to access critical data and other operational disruptions, litigation with third parties (including class actions) and/or governmental investigations, fines and other penalties, among other things, which could have a material adverse effect on our business, financial condition and results of operations.\"", "Reworded sentence: \"In addition, in certain cases, we outsource to third-party business partners.\"" ], "current_body": "​ We rely on information technology systems provided by third-party providers and our own information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems. These threats may arise from diverse threat actors such as state-sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks. Cyberattacks continue to expand and evolve, making it difficult to detect and prevent such threats from impacting the Company. Globally, there continues to be an elevated volume of cyber threats, exploitation of previously unknown software vulnerabilities, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. The proliferation of Internet of Things (“IoT”) devices and Operational Technology (“OT”) systems has expanded the potential points of entry for an unauthorized user to access a system or network. Threat actors are targeting IoT and OT systems to disrupt critical infrastructure or gain lateral access to corporate networks. In addition, the rise of AI and machine learning has led to more sophisticated and deceptive attacks. Cybercriminals are increasingly using AI-generated deepfake videos, audio and text to deceive individuals and organizations. These attacks can be used for impersonation in social engineering and fraud. Attackers can manipulate systems in new ways and more easily perform functions at scale. As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business. ​ In addition, global remote working dynamics continue to present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks. Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee. ​ 14 14 14 Table of ContentsThere can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully complied with or effective in protecting our information technology systems. The Company and third-party providers upon whom we may rely for certain information technology services have been, and expect to continue to be, a target of various cybersecurity attacks, including, but not limited to, ransomware attacks, phishing and other sophisticated threats. While the impact of previous attacks has not been material, future cybersecurity incidents could lead to unauthorized access to and potentially impair the Company’s information technology systems, products, customers, suppliers and third-party service providers. Cybersecurity incidents could potentially result in the disruption of our business operations and/or misappropriation, destruction or corruption of critical data and confidential, personal, or proprietary information. Cybersecurity events could also result in 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. Cybersecurity incidents could also result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers. Our and key third-party information technology systems and infrastructure are susceptible to disruptions from cybersecurity incidents, ransomware attacks, security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures, natural disasters, adverse public health developments, or other catastrophic events, any of which could result in reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, the release of highly sensitive confidential or personal information, the inability to access critical data and other operational disruptions, litigation with third parties (including class actions) and/or governmental investigations, fines and other penalties, among other things, which could have a material adverse effect on our business, financial condition and results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.​We and our business partners maintain significant amounts of data electronically in locations around the world. This data relates to all aspects of our business, including financial information and current and future products under development, and also contains certain customer, supplier, partner and employee data, such as personal information. There is a risk of intrusion, cyberattacks or tampering that could compromise the integrity and privacy of this data or make the data inaccessible to us. In addition, in certain cases, we outsource to third-party business partners. Those partners may also be subject to data intrusion or a cyberattack. Any compromise of the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions. ​The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. Privacy laws and regulations around the world including, for example, in the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states, impose significant obligations for companies on how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance. The potential for fines, penalties and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results. For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein.​The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming.​From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors. Such unpredictable weather conditions and natural disasters including, but not limited to, severe storms, earthquakes, fires, droughts, floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, including heat waves and freezes and ambient temperature or precipitation changes, and their consequences and effects have, in the past, temporarily disrupted our business operations both in the United States and abroad. Climate change may exacerbate certain such events and may also contribute to other changes that could also adversely impact our operations. These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased costs, energy and water scarcity, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations.​15 Table of Contents Table of Contents Table of Contents There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully complied with or effective in protecting our information technology systems. The Company and third-party providers upon whom we may rely for certain information technology services have been, and expect to continue to be, a target of various cybersecurity attacks, including, but not limited to, ransomware attacks, phishing and other sophisticated threats. While the impact of previous attacks has not been material, future cybersecurity incidents could lead to unauthorized access to and potentially impair the Company’s information technology systems, products, customers, suppliers and third-party service providers. Cybersecurity incidents could potentially result in the disruption of our business operations and/or misappropriation, destruction or corruption of critical data and confidential, personal, or proprietary information. Cybersecurity events could also result in 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. Cybersecurity incidents could also result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers. Our and key third-party information technology systems and infrastructure are susceptible to disruptions from cybersecurity incidents, ransomware attacks, security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures, natural disasters, adverse public health developments, or other catastrophic events, any of which could result in reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, the release of highly sensitive confidential or personal information, the inability to access critical data and other operational disruptions, litigation with third parties (including class actions) and/or governmental investigations, fines and other penalties, among other things, which could have a material adverse effect on our business, financial condition and results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.​We and our business partners maintain significant amounts of data electronically in locations around the world. This data relates to all aspects of our business, including financial information and current and future products under development, and also contains certain customer, supplier, partner and employee data, such as personal information. There is a risk of intrusion, cyberattacks or tampering that could compromise the integrity and privacy of this data or make the data inaccessible to us. In addition, in certain cases, we outsource to third-party business partners. Those partners may also be subject to data intrusion or a cyberattack. Any compromise of the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions. ​The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. Privacy laws and regulations around the world including, for example, in the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states, impose significant obligations for companies on how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance. The potential for fines, penalties and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results. For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein.​The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming.​From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors. Such unpredictable weather conditions and natural disasters including, but not limited to, severe storms, earthquakes, fires, droughts, floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, including heat waves and freezes and ambient temperature or precipitation changes, and their consequences and effects have, in the past, temporarily disrupted our business operations both in the United States and abroad. Climate change may exacerbate certain such events and may also contribute to other changes that could also adversely impact our operations. These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased costs, energy and water scarcity, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations.​ There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully complied with or effective in protecting our information technology systems. The Company and third-party providers upon whom we may rely for certain information technology services have been, and expect to continue to be, a target of various cybersecurity attacks, including, but not limited to, ransomware attacks, phishing and other sophisticated threats. While the impact of previous attacks has not been material, future cybersecurity incidents could lead to unauthorized access to and potentially impair the Company’s information technology systems, products, customers, suppliers and third-party service providers. Cybersecurity incidents could potentially result in the disruption of our business operations and/or misappropriation, destruction or corruption of critical data and confidential, personal, or proprietary information. Cybersecurity events could also result in 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. Cybersecurity incidents could also result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers. Our and key third-party information technology systems and infrastructure are susceptible to disruptions from cybersecurity incidents, ransomware attacks, security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures, natural disasters, adverse public health developments, or other catastrophic events, any of which could result in reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, the release of highly sensitive confidential or personal information, the inability to access critical data and other operational disruptions, litigation with third parties (including class actions) and/or governmental investigations, fines and other penalties, among other things, which could have a material adverse effect on our business, financial condition and results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.​We and our business partners maintain significant amounts of data electronically in locations around the world. This data relates to all aspects of our business, including financial information and current and future products under development, and also contains certain customer, supplier, partner and employee data, such as personal information. There is a risk of intrusion, cyberattacks or tampering that could compromise the integrity and privacy of this data or make the data inaccessible to us. In addition, in certain cases, we outsource to third-party business partners. Those partners may also be subject to data intrusion or a cyberattack. Any compromise of the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions. ​The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. Privacy laws and regulations around the world including, for example, in the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states, impose significant obligations for companies on how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance. The potential for fines, penalties and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results. For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein.​The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming.​From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors. Such unpredictable weather conditions and natural disasters including, but not limited to, severe storms, earthquakes, fires, droughts, floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, including heat waves and freezes and ambient temperature or precipitation changes, and their consequences and effects have, in the past, temporarily disrupted our business operations both in the United States and abroad. Climate change may exacerbate certain such events and may also contribute to other changes that could also adversely impact our operations. These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased costs, energy and water scarcity, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations.​ There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully complied with or effective in protecting our information technology systems. The Company and third-party providers upon whom we may rely for certain information technology services have been, and expect to continue to be, a target of various cybersecurity attacks, including, but not limited to, ransomware attacks, phishing and other sophisticated threats. While the impact of previous attacks has not been material, future cybersecurity incidents could lead to unauthorized access to and potentially impair the Company’s information technology systems, products, customers, suppliers and third-party service providers. Cybersecurity incidents could potentially result in the disruption of our business operations and/or misappropriation, destruction or corruption of critical data and confidential, personal, or proprietary information. Cybersecurity events could also result in 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. Cybersecurity incidents could also result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers. Our and key third-party information technology systems and infrastructure are susceptible to disruptions from cybersecurity incidents, ransomware attacks, security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures, natural disasters, adverse public health developments, or other catastrophic events, any of which could result in reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, the release of highly sensitive confidential or personal information, the inability to access critical data and other operational disruptions, litigation with third parties (including class actions) and/or governmental investigations, fines and other penalties, among other things, which could have a material adverse effect on our business, financial condition and results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. ​ We and our business partners maintain significant amounts of data electronically in locations around the world. This data relates to all aspects of our business, including financial information and current and future products under development, and also contains certain customer, supplier, partner and employee data, such as personal information. There is a risk of intrusion, cyberattacks or tampering that could compromise the integrity and privacy of this data or make the data inaccessible to us. In addition, in certain cases, we outsource to third-party business partners. Those partners may also be subject to data intrusion or a cyberattack. Any compromise of the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions. ​ The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. Privacy laws and regulations around the world including, for example, in the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states, impose significant obligations for companies on how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance. The potential for fines, penalties and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results. For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein. ​", "prior_body": "​ We rely on our information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems. These threats may arise from diverse threat actors such as state-sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks. Cyberattacks continue to expand and evolve, making it difficult to detect and prevent such threats from impacting the Company. Globally, there continues to be an increased volume of cyber threats, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. In addition, the rise of artificial intelligence and machine learning has led to more sophisticated and deceptive attacks. Attackers can manipulate systems in new ways and more easily perform functions at scale. As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business. ​ In addition, global remote working dynamics continue to present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks. Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee. ​ There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully complied with or effective in protecting our information technology systems. The Company and third-party providers upon whom we may rely for certain information technology services have been, and expect to continue to be, a target of various cybersecurity attacks, including, but not limited to, ransomware attacks. While the impact of such attacks has not been material, future cybersecurity incidents could lead to unauthorized access to and potentially impair the Company’s information technology systems, products, customers, suppliers and third-party service providers. Cybersecurity incidents could potentially result in the disruption of our business operations and/or misappropriation, destruction or corruption of critical data and confidential, personal, or proprietary information. Cybersecurity events could also result in 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. Cybersecurity incidents could also result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers. Our and key third-party information technology systems and infrastructure are susceptible to disruptions from cybersecurity incidents, ransomware attacks, security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures, natural disasters, adverse public health developments, or other catastrophic events, any of which could result in reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, the release of highly sensitive confidential or personal information, the inability to access critical data and other operational disruptions, litigation with third parties (including class actions) and/or governmental investigations and fines, among other things, which could have a material adverse effect on our business, financial condition and results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. ​ We and our business partners maintain significant amounts of data electronically in locations around the world. This data relates to all aspects of our business, including financial information and current and future products under development, and also contains certain customer, supplier, partner and employee data, such as personal information. There is a risk of intrusion, cyberattacks or tampering that could compromise the integrity and privacy of this data or make the data inaccessible to us. In addition, in certain cases, in order to conduct business, we outsource to 14 14 14 Table of Contentsthird-party business partners. Those partners may also be subject to data intrusion or a cyberattack. Any compromise of the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions. ​The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. Privacy laws and regulations around the world including, for example, in the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states, impose significant obligations for companies on how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance. In addition, in March 2022, the U.S. enacted the Strengthening American Cybersecurity Act, which imposes cyber incident and ransomware attack response protocols for businesses operating in numerous core industry sectors of the U.S. economy. The potential for fines, penalties, and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results. For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein.​The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming.​From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors. Such unpredictable weather conditions and natural disasters including, but not limited to, severe storms, earthquakes, fires, droughts, floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, including heat waves and freezes and ambient temperature or precipitation changes, and their consequences and effects have, in the past, temporarily disrupted our business operations both in the United States and abroad. These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased costs, energy and water scarcity, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations.​Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely impact our business.​Companies across industries continue to face increasing scrutiny from a variety of stakeholders related to their ESG and sustainability practices. Expectations regarding voluntary and potential mandatory ESG initiatives and disclosures may result in increased costs, changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition or results of operations. In addition, an inability to receive or maintain favorable ESG ratings could negatively impact our reputation or impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations. Unfavorable ESG ratings could also lead to increased negative investor sentiment towards us or our industry, which could negatively impact the share price of our Common Stock as well as our access to and cost of capital.​Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners.​Doing business on a worldwide basis requires us and our subsidiaries to comply with the laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities. These laws and regulations may apply to companies, individual directors, officers, employees, subcontractors and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition, some of the foreign locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating U.S. and foreign anti-corruption laws.​15 Table of Contents Table of Contents Table of Contents third-party business partners. Those partners may also be subject to data intrusion or a cyberattack. Any compromise of the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions. ​The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. Privacy laws and regulations around the world including, for example, in the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states, impose significant obligations for companies on how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance. In addition, in March 2022, the U.S. enacted the Strengthening American Cybersecurity Act, which imposes cyber incident and ransomware attack response protocols for businesses operating in numerous core industry sectors of the U.S. economy. The potential for fines, penalties, and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results. For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein.​The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming.​From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors. Such unpredictable weather conditions and natural disasters including, but not limited to, severe storms, earthquakes, fires, droughts, floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, including heat waves and freezes and ambient temperature or precipitation changes, and their consequences and effects have, in the past, temporarily disrupted our business operations both in the United States and abroad. These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased costs, energy and water scarcity, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations.​Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely impact our business.​Companies across industries continue to face increasing scrutiny from a variety of stakeholders related to their ESG and sustainability practices. Expectations regarding voluntary and potential mandatory ESG initiatives and disclosures may result in increased costs, changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition or results of operations. In addition, an inability to receive or maintain favorable ESG ratings could negatively impact our reputation or impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations. Unfavorable ESG ratings could also lead to increased negative investor sentiment towards us or our industry, which could negatively impact the share price of our Common Stock as well as our access to and cost of capital.​Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners.​Doing business on a worldwide basis requires us and our subsidiaries to comply with the laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities. These laws and regulations may apply to companies, individual directors, officers, employees, subcontractors and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition, some of the foreign locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating U.S. and foreign anti-corruption laws.​ third-party business partners. Those partners may also be subject to data intrusion or a cyberattack. Any compromise of the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions. ​ The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. Privacy laws and regulations around the world including, for example, in the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states, impose significant obligations for companies on how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance. In addition, in March 2022, the U.S. enacted the Strengthening American Cybersecurity Act, which imposes cyber incident and ransomware attack response protocols for businesses operating in numerous core industry sectors of the U.S. economy. The potential for fines, penalties, and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results. For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein. ​" }, { "status": "MODIFIED", "current_title": "Cash and Cash Equivalents", "prior_title": "Cash and Cash Equivalents", "similarity_score": 0.846, "confidence": "high", "key_changes": [ "Reworded sentence: \"The carrying amounts approximate fair values of those instruments, the majority of which are typically in non-U.S.\"" ], "current_body": "​ Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. The carrying amounts approximate fair values of those instruments, the majority of which are typically in non-U.S. bank accounts. However, as of December 31, 2024, more than half of the Company’s cash and cash equivalents on hand was located in the United States, primarily as a result of the proceeds from the issuance of the October Senior Notes, as discussed in more detail in Note 4 herein. half ​", "prior_body": "​ Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. bank accounts. ​" }, { "status": "MODIFIED", "current_title": "Foreign Currency Exchange Rate Risk", "prior_title": "Foreign Currency Exchange Rate Risk", "similarity_score": 0.84, "confidence": "high", "key_changes": [ "Reworded sentence: \"In addition to the Euro Notes, which are denominated in Euros, the Company may borrow, from time to time, under the Company’s $3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”) and Euro Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign currencies, including the Euro.\"", "Reworded sentence: \"Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion of the Company’s debt.\"", "Reworded sentence: \"As of December 31, 2024, the fair value of such foreign exchange forward contracts was not material.\"", "Reworded sentence: \"The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which were issued in 2024.\"", "Removed sentence: \"Similarly, any borrowings under the two-year, $750.0 delayed draw Term Loan entered into by the Company in April of 2022, bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over either the base rate or the adjusted term SOFR.\"" ], "current_body": "​ The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. ​ One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes”), each of which was issued with a principal amount of €500.0. The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Company and 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, outside of the United States, short-term unsecured commercial paper notes. In addition to the Euro Notes, which are denominated in Euros, the Company may borrow, from time to time, under the Company’s $3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”) and Euro Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign currencies, including the Euro. When borrowing in foreign currencies, there can be no assurance that the Company can successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies in which such borrowings are made. Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion of the Company’s debt. ​ The Company also utilizes foreign exchange forward contracts to hedge foreign currency exchange rate fluctuations for exposures associated with (i) certain transactions denominated in foreign currencies and (ii) net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024, the fair value of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, 2024 and 2023. The Company does 48 48 48 Table of Contentsnot engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2024, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 1 and Note 5 of the Notes to Consolidated Financial Statements for a discussion of derivative financial instruments.​Interest Rate Risk​The Company is subject to market risk from exposure to changes in interest rates based on the Company’s financing activities. The Company manages its exposure to interest rate risk through a mix of fixed and variable rate debt. The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which were issued in 2024. In April 2024, the Company issued the April Senior Notes: (i) $450.0 aggregate principal amount of the Original 2027 Senior Notes, (ii) $450.0 aggregate principal amount of the 2029 Senior Notes and (iii) $600.0 aggregate principal amount of the 2034 Senior Notes. Then, in October 2024, the Company issued the October Senior Notes: (i) $250.0 aggregate principal amount of the Additional 2027 Senior Notes, (ii) $750.0 aggregate principal amount of the 2035 Senior Notes and (iii) $500.0 aggregate principal amount of the 2054 Senior Notes. Refer to Note 4 of the accompanying Notes to Consolidated Financial Statements herein for further discussion related to these debt instruments.​Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). Any borrowings under the Commercial Paper Programs are subject to floating interest rates. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk related to changes in interest rates. As of December 31, 2024 and 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 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of Carlisle Interconnect Technologies (“CIT”) in May 2024, as discussed further in Note 11 of the Notes to Consolidated Financial Statements. Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future. As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates.​To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly. A 10% change in the interest rate at December 31, 2024 and 2023 under our Revolving Credit Facility or Commercial Paper Programs would not have a material effect on interest expense. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2025, there can be no assurance that interest rates will not change significantly from current levels.​49 Table of Contents Table of Contents Table of Contents not engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2024, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 1 and Note 5 of the Notes to Consolidated Financial Statements for a discussion of derivative financial instruments.​Interest Rate Risk​The Company is subject to market risk from exposure to changes in interest rates based on the Company’s financing activities. The Company manages its exposure to interest rate risk through a mix of fixed and variable rate debt. The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which were issued in 2024. In April 2024, the Company issued the April Senior Notes: (i) $450.0 aggregate principal amount of the Original 2027 Senior Notes, (ii) $450.0 aggregate principal amount of the 2029 Senior Notes and (iii) $600.0 aggregate principal amount of the 2034 Senior Notes. Then, in October 2024, the Company issued the October Senior Notes: (i) $250.0 aggregate principal amount of the Additional 2027 Senior Notes, (ii) $750.0 aggregate principal amount of the 2035 Senior Notes and (iii) $500.0 aggregate principal amount of the 2054 Senior Notes. Refer to Note 4 of the accompanying Notes to Consolidated Financial Statements herein for further discussion related to these debt instruments.​Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). Any borrowings under the Commercial Paper Programs are subject to floating interest rates. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk related to changes in interest rates. As of December 31, 2024 and 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 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of Carlisle Interconnect Technologies (“CIT”) in May 2024, as discussed further in Note 11 of the Notes to Consolidated Financial Statements. Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future. As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates.​To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly. A 10% change in the interest rate at December 31, 2024 and 2023 under our Revolving Credit Facility or Commercial Paper Programs would not have a material effect on interest expense. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2025, there can be no assurance that interest rates will not change significantly from current levels.​ not engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2024, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 1 and Note 5 of the Notes to Consolidated Financial Statements for a discussion of derivative financial instruments.​Interest Rate Risk​The Company is subject to market risk from exposure to changes in interest rates based on the Company’s financing activities. The Company manages its exposure to interest rate risk through a mix of fixed and variable rate debt. The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which were issued in 2024. In April 2024, the Company issued the April Senior Notes: (i) $450.0 aggregate principal amount of the Original 2027 Senior Notes, (ii) $450.0 aggregate principal amount of the 2029 Senior Notes and (iii) $600.0 aggregate principal amount of the 2034 Senior Notes. Then, in October 2024, the Company issued the October Senior Notes: (i) $250.0 aggregate principal amount of the Additional 2027 Senior Notes, (ii) $750.0 aggregate principal amount of the 2035 Senior Notes and (iii) $500.0 aggregate principal amount of the 2054 Senior Notes. Refer to Note 4 of the accompanying Notes to Consolidated Financial Statements herein for further discussion related to these debt instruments.​Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). Any borrowings under the Commercial Paper Programs are subject to floating interest rates. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk related to changes in interest rates. As of December 31, 2024 and 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 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of Carlisle Interconnect Technologies (“CIT”) in May 2024, as discussed further in Note 11 of the Notes to Consolidated Financial Statements. Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future. As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates.​To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly. A 10% change in the interest rate at December 31, 2024 and 2023 under our Revolving Credit Facility or Commercial Paper Programs would not have a material effect on interest expense. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2025, there can be no assurance that interest rates will not change significantly from current levels.​ not engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2024, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 1 and Note 5 of the Notes to Consolidated Financial Statements for a discussion of derivative financial instruments. ​", "prior_body": "​ The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. ​ One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes”), each of which was issued with a principal amount of €500.0. The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Company and 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, outside of the United States, short-term unsecured commercial paper notes. While the Euro Notes are denominated in Euros, the Company may borrow, from time to time, under the Revolving Credit Facility and Euro Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign currencies, including the Euro. When borrowing in foreign currencies, there can be no assurance that the Company can successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies in which such borrowings are made. Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion of debt. ​ The Company also utilizes foreign exchange forward contracts to hedge foreign currency exchange rate fluctuations for exposures associated with (i) certain transactions denominated in foreign currencies and (ii) net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2023, the fair value of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, 2023 and 2022. The Company does 46 46 46 Table of Contentsnot engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2023, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 1 and Note 5 of the Notes to Consolidated Financial Statements for a discussion of derivative financial instruments.​Interest Rate Risk​The Company is subject to market risk from exposure to changes in interest rates based on the Company’s financing activities. The Company manages its exposure to interest rate risk through a mix of fixed and variable rate debt. The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which was issued in 2023. In March 2023, the Company issued $350.0 principal amount of 4.750% 2026 Senior Notes, the net proceeds of which were used to repay certain outstanding borrowings under the U.S. Commercial Paper Program.​Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). Similarly, any borrowings under the two-year, $750.0 delayed draw Term Loan entered into by the Company in April of 2022, bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over either the base rate or the adjusted term SOFR. Any borrowings under the Commercial Paper Programs are subject to floating interest rates. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk related to changes in interest rates. As of December 31, 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper Program. However, the Company borrowed under the U.S. Commercial Paper Program throughout much of 2023, the proceeds of which were used for general corporate purposes, and the Company may make additional borrowings under any of its debt instruments from time to time. As of December 31, 2023, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. As of December 31, 2022, there were no outstanding borrowings under the Revolving Credit Facility, Term Loan and Euro Commercial Paper Program, while approximately $640, or 14% of the Company’s outstanding borrowings in 2022, primarily under the U.S. Commercial Paper Program, were subject to floating interest rates. The Company’s weighted average floating rate on borrowings under the U.S. Commercial Paper Program as of December 31, 2022 was 4.69%.​As a result of increases in the federal funds rate by the U.S. Federal Reserve beginning in early 2022 and through the middle of 2023, the floating interest rates related to our U.S. Commercial Paper Program (as well as our Revolving Credit Facility and Term Loan, to the extent either are drawn upon in the future) have increased substantially over this same period, a trend that could continue into 2024 and potentially beyond. To the extent that interest rates related to this floating rate debt increase further and the Company borrows under any of these floating interest rate instruments in the future, interest expense and interest payments would increase. A 10% change in the interest rate at December 31, 2023 and 2022 under our Revolving Credit Facility, Term Loan or Commercial Paper Programs would not have a material effect on interest expense. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2024, there can be no assurance that interest rates will not change significantly from current levels.​47 Table of Contents Table of Contents Table of Contents not engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2023, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 1 and Note 5 of the Notes to Consolidated Financial Statements for a discussion of derivative financial instruments.​Interest Rate Risk​The Company is subject to market risk from exposure to changes in interest rates based on the Company’s financing activities. The Company manages its exposure to interest rate risk through a mix of fixed and variable rate debt. The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which was issued in 2023. In March 2023, the Company issued $350.0 principal amount of 4.750% 2026 Senior Notes, the net proceeds of which were used to repay certain outstanding borrowings under the U.S. Commercial Paper Program.​Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). Similarly, any borrowings under the two-year, $750.0 delayed draw Term Loan entered into by the Company in April of 2022, bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over either the base rate or the adjusted term SOFR. Any borrowings under the Commercial Paper Programs are subject to floating interest rates. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk related to changes in interest rates. As of December 31, 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper Program. However, the Company borrowed under the U.S. Commercial Paper Program throughout much of 2023, the proceeds of which were used for general corporate purposes, and the Company may make additional borrowings under any of its debt instruments from time to time. As of December 31, 2023, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. As of December 31, 2022, there were no outstanding borrowings under the Revolving Credit Facility, Term Loan and Euro Commercial Paper Program, while approximately $640, or 14% of the Company’s outstanding borrowings in 2022, primarily under the U.S. Commercial Paper Program, were subject to floating interest rates. The Company’s weighted average floating rate on borrowings under the U.S. Commercial Paper Program as of December 31, 2022 was 4.69%.​As a result of increases in the federal funds rate by the U.S. Federal Reserve beginning in early 2022 and through the middle of 2023, the floating interest rates related to our U.S. Commercial Paper Program (as well as our Revolving Credit Facility and Term Loan, to the extent either are drawn upon in the future) have increased substantially over this same period, a trend that could continue into 2024 and potentially beyond. To the extent that interest rates related to this floating rate debt increase further and the Company borrows under any of these floating interest rate instruments in the future, interest expense and interest payments would increase. A 10% change in the interest rate at December 31, 2023 and 2022 under our Revolving Credit Facility, Term Loan or Commercial Paper Programs would not have a material effect on interest expense. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2024, there can be no assurance that interest rates will not change significantly from current levels.​ not engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2023, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 1 and Note 5 of the Notes to Consolidated Financial Statements for a discussion of derivative financial instruments. ​" }, { "status": "MODIFIED", "current_title": "2024 Compared to 2023", "prior_title": "2022 Compared to 2021", "similarity_score": 0.828, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Net sales were $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, representing an increase of 21% in both U.S.\"", "Reworded sentence: \"Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.(6)Net sales by geographic area are based on the customer location to which the product is shipped.​The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia.\"", "Reworded sentence: \"dollar in 2024 had the effect of decreasing sales by approximately $39.6, compared to 2023.​Selling, general and administrative expenses were $1,855.4, or 12.2% of net sales, for 2024, compared to $1,489.9, or 11.9% of net sales, for 2023.\"", "Reworded sentence: \"Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.(6)Net sales by geographic area are based on the customer location to which the product is shipped.​The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia.\"", "Reworded sentence: \"dollar in 2024 had the effect of decreasing sales by approximately $39.6, compared to 2023.​Selling, general and administrative expenses were $1,855.4, or 12.2% of net sales, for 2024, compared to $1,489.9, or 11.9% of net sales, for 2023.\"" ], "current_body": "​ Net sales were $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, representing an increase of 21% in both U.S. dollars and constant currencies, as well as 13% organically (excluding both currency and acquisition impacts), compared to the prior year. The increase in net sales in 2024 was 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, all as described below. From an end market standpoint, the increase in net sales was driven by strong organic growth in the information technology and data communications (“IT datacom”), mobile devices, commercial aerospace and defense markets and moderate organic growth in the automotive and mobile networks markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and broadband communications markets. Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation artificial intelligence-related applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics. Net sales to the industrial market increased approximately $452.1, primarily driven by contributions from acquisitions, along with growth in mass transit, battery and electric heavy vehicles, alternative energy, instrumentation and medical applications, which were partially offset by moderations in factory and building automation, transportation, oil and gas, marine and heavy equipment applications. Net sales to the commercial aerospace market increased approximately $382.9, primarily due to contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms. Net sales to the defense market increased approximately $214.0, driven by broad-based strength across nearly all defense applications, particularly space-related, avionics, communications, airframe, and ground vehicle applications, as well as contributions from acquisitions. Net sales to the automotive market increased approximately $168.3, reflecting strength in demand from power management, infotainment communications, safety and security systems and antenna and related assemblies, along with contributions from acquisitions, partially offset by moderations in electric and hybrid drive train platforms. Net sales to the mobile devices market increased approximately $131.5, driven by growth in sales in most mobile device applications, including smartphones, laptops, and wearable and hearable devices, partially offset by a moderation in tablets. Net sales to the mobile networks market increased approximately $50.2, driven primarily by contributions from acquisitions, along with growth in demand from mobile network operators and wireless equipment manufacturers. Net sales to the broadband communications market decreased approximately $65.2, driven by moderations in demand from broadband service operators. ​ Net sales in the Harsh Environment Solutions segment (approximately 29% of net sales) increased 25% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, in particular the CIT acquisition, along with 30 30 30 Table of Contentsstrong organic growth in the defense, commercial aerospace and IT datacom markets, partially offset by organic declines in the automotive and industrial markets.​Net sales in the Communications Solutions segment (approximately 42% of net sales) increased 29% in both U.S. dollars and constant currencies, as well as 27% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by strong organic growth in the IT datacom, automotive, mobile devices and industrial markets and moderate growth in the mobile networks markets, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the broadband communications market.​Net sales in the Interconnect and Sensor Systems segment (approximately 29% of net sales) increased 9% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, along with strong organic growth in the IT datacom market and moderate growth in the automotive market, partially offset by organic declines in the industrial and defense markets.​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 year ended December 31, 2024 compared to the year ended December 31, 2023:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Percentage Growth (relative to prior year) (1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​Net sales​Foreign​Constant​​​Organic​​​​​growth in​currency​Currency Net​Acquisition​Net Sales​​​​​​​​​U.S. Dollars (2)​impact (3)​ Sales Growth (4)​impact (5)​Growth (4)​Net sales by: 2024 2023 (GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​Segment: ​​​​​ ​​​​​​​​​​​​​​​Harsh Environment Solutions​$ 4,417.4 $ 3,530.8​ 25% ​ —% ​ 25% ​ 21% ​ 4% ​Communications Solutions​​ 6,323.8​​ 4,912.8​ 29% ​ —% ​ 29% ​ 2% ​ 27% ​Interconnect and Sensor Systems​ 4,481.5​ 4,111.1​ 9% ​ —% ​ 9% ​ 5% ​ 4% ​Consolidated​$ 15,222.7​$ 12,554.7​ 21% ​ —% ​ 21% ​ 8% ​ 13% ​​​​​​​​​​​​​​​​​​​​​​​​Geography (6): ​​​​​ ​​​​​​​​​​​​​​​United States​$ 5,272.3 $ 4,405.4​ 20% ​ —% ​ 20% ​ 16% ​ 3% ​Foreign​ 9,950.4​ 8,149.3​ 22% ​ —% ​ 23% ​ 4% ​ 19% ​Consolidated​$ 15,222.7​$ 12,554.7​ 21% ​ —% ​ 21% ​ 8% ​ 13% ​​​​​​​​​​​​​​​​​​​​​​​​​(1)Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.(2)Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 13 of the Notes to Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S. GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.(3)Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting year compared to the prior reporting year. Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the prior year from current year net sales, taken as a percentage of the prior year’s net sales.(4)Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 7.(5)Acquisition impact, a non-GAAP measure, 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 year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.(6)Net sales by geographic area are based on the customer location to which the product is shipped.​The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia. The comparatively stronger U.S. dollar in 2024 had the effect of decreasing sales by approximately $39.6, compared to 2023.​Selling, general and administrative expenses were $1,855.4, or 12.2% of net sales, for 2024, compared to $1,489.9, or 11.9% of net sales, for 2023. The increase in Selling, general and administrative expenses and such expenses as a percentage of net sales in 2024 was 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 increased $148.0 in 2024 and represented approximately 5.0% of net sales in 2024 and 4.8% of net sales in 2023. Research and development expenses increased $110.8 in 2024, primarily related to increases in expenses for new product development, and represented approximately 3.0% of net sales in 2024 and 2.7% of net sales in 2023. Selling and marketing expenses increased $106.7 in 2024 compared to 2023, and represented approximately 4.2% of net sales in 2024 and 4.3% of net sales in 2023.​31 Table of Contents Table of Contents Table of Contents strong organic growth in the defense, commercial aerospace and IT datacom markets, partially offset by organic declines in the automotive and industrial markets.​Net sales in the Communications Solutions segment (approximately 42% of net sales) increased 29% in both U.S. dollars and constant currencies, as well as 27% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by strong organic growth in the IT datacom, automotive, mobile devices and industrial markets and moderate growth in the mobile networks markets, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the broadband communications market.​Net sales in the Interconnect and Sensor Systems segment (approximately 29% of net sales) increased 9% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, along with strong organic growth in the IT datacom market and moderate growth in the automotive market, partially offset by organic declines in the industrial and defense markets.​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 year ended December 31, 2024 compared to the year ended December 31, 2023:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Percentage Growth (relative to prior year) (1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​Net sales​Foreign​Constant​​​Organic​​​​​growth in​currency​Currency Net​Acquisition​Net Sales​​​​​​​​​U.S. Dollars (2)​impact (3)​ Sales Growth (4)​impact (5)​Growth (4)​Net sales by: 2024 2023 (GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​Segment: ​​​​​ ​​​​​​​​​​​​​​​Harsh Environment Solutions​$ 4,417.4 $ 3,530.8​ 25% ​ —% ​ 25% ​ 21% ​ 4% ​Communications Solutions​​ 6,323.8​​ 4,912.8​ 29% ​ —% ​ 29% ​ 2% ​ 27% ​Interconnect and Sensor Systems​ 4,481.5​ 4,111.1​ 9% ​ —% ​ 9% ​ 5% ​ 4% ​Consolidated​$ 15,222.7​$ 12,554.7​ 21% ​ —% ​ 21% ​ 8% ​ 13% ​​​​​​​​​​​​​​​​​​​​​​​​Geography (6): ​​​​​ ​​​​​​​​​​​​​​​United States​$ 5,272.3 $ 4,405.4​ 20% ​ —% ​ 20% ​ 16% ​ 3% ​Foreign​ 9,950.4​ 8,149.3​ 22% ​ —% ​ 23% ​ 4% ​ 19% ​Consolidated​$ 15,222.7​$ 12,554.7​ 21% ​ —% ​ 21% ​ 8% ​ 13% ​​​​​​​​​​​​​​​​​​​​​​​​​(1)Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.(2)Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 13 of the Notes to Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S. GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.(3)Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting year compared to the prior reporting year. Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the prior year from current year net sales, taken as a percentage of the prior year’s net sales.(4)Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 7.(5)Acquisition impact, a non-GAAP measure, 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 year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.(6)Net sales by geographic area are based on the customer location to which the product is shipped.​The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia. The comparatively stronger U.S. dollar in 2024 had the effect of decreasing sales by approximately $39.6, compared to 2023.​Selling, general and administrative expenses were $1,855.4, or 12.2% of net sales, for 2024, compared to $1,489.9, or 11.9% of net sales, for 2023. The increase in Selling, general and administrative expenses and such expenses as a percentage of net sales in 2024 was 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 increased $148.0 in 2024 and represented approximately 5.0% of net sales in 2024 and 4.8% of net sales in 2023. Research and development expenses increased $110.8 in 2024, primarily related to increases in expenses for new product development, and represented approximately 3.0% of net sales in 2024 and 2.7% of net sales in 2023. Selling and marketing expenses increased $106.7 in 2024 compared to 2023, and represented approximately 4.2% of net sales in 2024 and 4.3% of net sales in 2023.​ strong organic growth in the defense, commercial aerospace and IT datacom markets, partially offset by organic declines in the automotive and industrial markets.​Net sales in the Communications Solutions segment (approximately 42% of net sales) increased 29% in both U.S. dollars and constant currencies, as well as 27% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by strong organic growth in the IT datacom, automotive, mobile devices and industrial markets and moderate growth in the mobile networks markets, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the broadband communications market.​Net sales in the Interconnect and Sensor Systems segment (approximately 29% of net sales) increased 9% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, along with strong organic growth in the IT datacom market and moderate growth in the automotive market, partially offset by organic declines in the industrial and defense markets.​The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S. GAAP financial measures, by segment, geography and consolidated, for the year ended December 31, 2024 compared to the year ended December 31, 2023:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Percentage Growth (relative to prior year) (1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​Net sales​Foreign​Constant​​​Organic​​​​​growth in​currency​Currency Net​Acquisition​Net Sales​​​​​​​​​U.S. Dollars (2)​impact (3)​ Sales Growth (4)​impact (5)​Growth (4)​Net sales by: 2024 2023 (GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​Segment: ​​​​​ ​​​​​​​​​​​​​​​Harsh Environment Solutions​$ 4,417.4 $ 3,530.8​ 25% ​ —% ​ 25% ​ 21% ​ 4% ​Communications Solutions​​ 6,323.8​​ 4,912.8​ 29% ​ —% ​ 29% ​ 2% ​ 27% ​Interconnect and Sensor Systems​ 4,481.5​ 4,111.1​ 9% ​ —% ​ 9% ​ 5% ​ 4% ​Consolidated​$ 15,222.7​$ 12,554.7​ 21% ​ —% ​ 21% ​ 8% ​ 13% ​​​​​​​​​​​​​​​​​​​​​​​​Geography (6): ​​​​​ ​​​​​​​​​​​​​​​United States​$ 5,272.3 $ 4,405.4​ 20% ​ —% ​ 20% ​ 16% ​ 3% ​Foreign​ 9,950.4​ 8,149.3​ 22% ​ —% ​ 23% ​ 4% ​ 19% ​Consolidated​$ 15,222.7​$ 12,554.7​ 21% ​ —% ​ 21% ​ 8% ​ 13% ​​​​​​​​​​​​​​​​​​​​​​​​​(1)Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.(2)Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 13 of the Notes to Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S. GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.(3)Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting year compared to the prior reporting year. Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the prior year from current year net sales, taken as a percentage of the prior year’s net sales.(4)Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 7.(5)Acquisition impact, a non-GAAP measure, 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 year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.(6)Net sales by geographic area are based on the customer location to which the product is shipped.​The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia. The comparatively stronger U.S. dollar in 2024 had the effect of decreasing sales by approximately $39.6, compared to 2023.​Selling, general and administrative expenses were $1,855.4, or 12.2% of net sales, for 2024, compared to $1,489.9, or 11.9% of net sales, for 2023. The increase in Selling, general and administrative expenses and such expenses as a percentage of net sales in 2024 was 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 increased $148.0 in 2024 and represented approximately 5.0% of net sales in 2024 and 4.8% of net sales in 2023. Research and development expenses increased $110.8 in 2024, primarily related to increases in expenses for new product development, and represented approximately 3.0% of net sales in 2024 and 2.7% of net sales in 2023. Selling and marketing expenses increased $106.7 in 2024 compared to 2023, and represented approximately 4.2% of net sales in 2024 and 4.3% of net sales in 2023.​ strong organic growth in the defense, commercial aerospace and IT datacom markets, partially offset by organic declines in the automotive and industrial markets. ​ Net sales in the Communications Solutions segment (approximately 42% of net sales) increased 29% in both U.S. dollars and constant currencies, as well as 27% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by strong organic growth in the IT datacom, automotive, mobile devices and industrial markets and moderate growth in the mobile networks markets, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the broadband communications market. ​ Net sales in the Interconnect and Sensor Systems segment (approximately 29% of net sales) increased 9% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, along with strong organic growth in the IT datacom market and moderate growth in the automotive market, partially offset by organic declines in the industrial and defense markets. ​ 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 year ended December 31, 2024 compared to the year ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "​ Net sales were $12,623.0 for the year ended December 31, 2022 compared to $10,876.3 for the year ended December 31, 2021, which represented an increase of 16% in U.S. dollars, 19% in constant currencies and 15% organically (excluding both currency and acquisition impacts) compared to the prior year. The increase in net sales in 2022 was driven by robust growth across all three reportable business segments, as described below. From an end market standpoint, the increase in net sales was driven by robust organic growth across most end markets, including the automotive, IT datacom, industrial, broadband communications and commercial aerospace markets, moderate organic growth in the defense, mobile networks and mobile devices markets, and contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $470.1, reflecting broad-based growth across our global automotive market, including the Company’s strength in next-generation electronics, in particular electric and hybrid drive trains, power management, infotainment communications, antenna and antenna assemblies, charging stations, and safety and security systems. Net sales to the IT datacom market increased approximately $414.6, as we continue to benefit from our strong technology solutions and leading position across a broad array of applications as customers continue to support higher demand for increased bandwidth and cloud storage, along with contributions from acquisitions. Net sales to the industrial market increased approximately $399.7, with broad-based growth across nearly all market segments of the global industrial market, with particular strength in e-mobility applications primarily in heavy and commercial vehicles, along with strong growth in factory automation, alternative energy, medical, and transportation applications, as well as contributions from acquisitions. Net sales to the broadband communications market increased approximately $241.2, driven by increased overall demand from broadband service operators related to data network upgrades and expansions, along with contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $85.6, primarily due to the continued recovery in travel and demand for aircraft, along with contributions from acquisitions. Net sales to the defense market increased approximately $47.9, driven by strength in space-related applications, unmanned aerial vehicles, ground vehicles, and avionics, as well as contributions from acquisitions. Net sales to the mobile networks market increased approximately $46.4, driven by continued recovery in demand from mobile networks equipment manufacturers and mobile operators, along with contributions from acquisitions. Net sales to the mobile devices market increased approximately $41.2, driven by growth in products incorporated into smartphones and wearable devices, partially offset by moderations in sales of tablets, hearable devices and laptops. ​ Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) increased 13% in U.S. dollars, 16% in constant currencies and 15% organically, in 2022, compared to 2021. The sales growth in 2022 was driven by strong organic growth in the industrial, automotive and commercial aerospace markets, and moderate organic 32 32 32 Table of Contentsgrowth in the defense, mobile networks and IT datacom markets, along with contributions from the Company’s acquisition program.​Net sales in the Communications Solutions segment (approximately 45% of net sales) increased 17% in U.S. dollars, 19% in constant currencies and 13% organically, in 2022, compared to 2021. The sales growth in 2022 was driven by strong organic growth across several end markets, in particular the IT datacom, broadband communications and automotive markets, and moderate organic growth in the mobile devices, industrial and mobile networks markets, along with contributions from the Company’s acquisition program.​Net sales in the Interconnect and Sensor Systems segment (approximately 30% of net sales) increased 17% in U.S. dollars, 23% in constant currencies and 18% organically, in 2022, compared to 2021. The sales growth in 2022 was primarily driven by strong organic growth in the automotive, industrial, IT datacom, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program, partially offset by a moderate decline in the mobile networks market.​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 year ended December 31, 2022 compared to the year ended December 31, 2021:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Percentage Growth (relative to prior year) (1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​Net sales​Foreign​Constant​​​Organic​​​​​growth in​currency​Currency Net​Acquisition​Net Sales​​​​​​​​​U.S. Dollars (2)​impact (3)​ Sales Growth (4)​impact (5)​Growth (4)​Net sales by: 2022 2021 (GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​Segment: ​​​​​ ​​​​​​​​​​​​​​​Harsh Environment Solutions​$ 3,107.2 $ 2,752.2​ 13% ​ (4)% ​ 16% ​ 2% ​ 15% ​Communications Solutions​​ 5,652.4​​ 4,832.1​ 17% ​ (2)% ​ 19% ​ 5% ​ 13% ​Interconnect and Sensor Systems​ 3,863.4​ 3,292.0​ 17% ​ (5)% ​ 23% ​ 5% ​ 18% ​Consolidated​$ 12,623.0​$ 10,876.3​ 16% ​ (3)% ​ 19% ​ 4% ​ 15% ​​​​​​​​​​​​​​​​​​​​​​​​Geography (6): ​​​​​ ​​​​​​​​​​​​​​​United States​$ 4,155.2 $ 3,155.9​ 32% ​ —% ​ 32% ​9% ​ 23% ​Foreign​ 8,467.8​ 7,720.4​ 10% ​ (4)% ​ 14% ​2% ​ 12% ​Consolidated​$ 12,623.0​$ 10,876.3​ 16% ​ (3)% ​ 19% ​4% ​ 15% ​​​​​​​​​​​​​​​​​​​​​​​​​(1)Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.(2)Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 13 of the Notes to Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S. GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.(3)Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting year compared to the prior reporting year. Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the prior year from current year net sales, taken as a percentage of the prior year’s net sales.(4)Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 7.(5)Acquisition impact, a non-GAAP measure, 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 year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.(6)Net sales by geographic area are based on the customer location to which the product is shipped.​The increase in foreign net sales in 2022 compared to 2021 was driven by strong growth in both Europe and Asia. The comparatively stronger U.S. dollar in 2022 had the effect of decreasing sales by approximately $359.8, compared to 2021.​Selling, general and administrative expenses were $1,420.9, or 11.3% of net sales for 2022, compared to $1,226.3, or 11.3% of net sales, for 2021. Selling, general and administrative expenses as a percentage of net sales in 2022 remained flat as the leverage on the higher sales volumes during the year was offset by the Sensors business (“MTS Sensors”) of MTS Systems Corporation (“MTS”), acquired in early 2021, having higher selling, general and administrative expenses as a percentage of net sales compared to the Company average. Administrative expenses increased $90.6 in 2022 and represented approximately 4.6% of net sales in 2022 and 4.5% of net sales in 2021. Research and development expenses increased $5.9 in 2022, primarily related to increases in expenses for new product development, and represented approximately 2.6% of net sales in 2022 and 2.9% of net sales in 2021. Selling and marketing expenses increased $98.1 in 2022 compared to 2021, and represented approximately 4.1% of net sales in 2022 and 3.8% of net sales in 2021.​33 Table of Contents Table of Contents Table of Contents growth in the defense, mobile networks and IT datacom markets, along with contributions from the Company’s acquisition program.​Net sales in the Communications Solutions segment (approximately 45% of net sales) increased 17% in U.S. dollars, 19% in constant currencies and 13% organically, in 2022, compared to 2021. The sales growth in 2022 was driven by strong organic growth across several end markets, in particular the IT datacom, broadband communications and automotive markets, and moderate organic growth in the mobile devices, industrial and mobile networks markets, along with contributions from the Company’s acquisition program.​Net sales in the Interconnect and Sensor Systems segment (approximately 30% of net sales) increased 17% in U.S. dollars, 23% in constant currencies and 18% organically, in 2022, compared to 2021. The sales growth in 2022 was primarily driven by strong organic growth in the automotive, industrial, IT datacom, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program, partially offset by a moderate decline in the mobile networks market.​The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S. GAAP financial measures, by segment, geography and consolidated, for the year ended December 31, 2022 compared to the year ended December 31, 2021:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Percentage Growth (relative to prior year) (1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​Net sales​Foreign​Constant​​​Organic​​​​​growth in​currency​Currency Net​Acquisition​Net Sales​​​​​​​​​U.S. Dollars (2)​impact (3)​ Sales Growth (4)​impact (5)​Growth (4)​Net sales by: 2022 2021 (GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​Segment: ​​​​​ ​​​​​​​​​​​​​​​Harsh Environment Solutions​$ 3,107.2 $ 2,752.2​ 13% ​ (4)% ​ 16% ​ 2% ​ 15% ​Communications Solutions​​ 5,652.4​​ 4,832.1​ 17% ​ (2)% ​ 19% ​ 5% ​ 13% ​Interconnect and Sensor Systems​ 3,863.4​ 3,292.0​ 17% ​ (5)% ​ 23% ​ 5% ​ 18% ​Consolidated​$ 12,623.0​$ 10,876.3​ 16% ​ (3)% ​ 19% ​ 4% ​ 15% ​​​​​​​​​​​​​​​​​​​​​​​​Geography (6): ​​​​​ ​​​​​​​​​​​​​​​United States​$ 4,155.2 $ 3,155.9​ 32% ​ —% ​ 32% ​9% ​ 23% ​Foreign​ 8,467.8​ 7,720.4​ 10% ​ (4)% ​ 14% ​2% ​ 12% ​Consolidated​$ 12,623.0​$ 10,876.3​ 16% ​ (3)% ​ 19% ​4% ​ 15% ​​​​​​​​​​​​​​​​​​​​​​​​​(1)Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.(2)Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 13 of the Notes to Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S. GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.(3)Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting year compared to the prior reporting year. Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the prior year from current year net sales, taken as a percentage of the prior year’s net sales.(4)Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 7.(5)Acquisition impact, a non-GAAP measure, 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 year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.(6)Net sales by geographic area are based on the customer location to which the product is shipped.​The increase in foreign net sales in 2022 compared to 2021 was driven by strong growth in both Europe and Asia. The comparatively stronger U.S. dollar in 2022 had the effect of decreasing sales by approximately $359.8, compared to 2021.​Selling, general and administrative expenses were $1,420.9, or 11.3% of net sales for 2022, compared to $1,226.3, or 11.3% of net sales, for 2021. Selling, general and administrative expenses as a percentage of net sales in 2022 remained flat as the leverage on the higher sales volumes during the year was offset by the Sensors business (“MTS Sensors”) of MTS Systems Corporation (“MTS”), acquired in early 2021, having higher selling, general and administrative expenses as a percentage of net sales compared to the Company average. Administrative expenses increased $90.6 in 2022 and represented approximately 4.6% of net sales in 2022 and 4.5% of net sales in 2021. Research and development expenses increased $5.9 in 2022, primarily related to increases in expenses for new product development, and represented approximately 2.6% of net sales in 2022 and 2.9% of net sales in 2021. Selling and marketing expenses increased $98.1 in 2022 compared to 2021, and represented approximately 4.1% of net sales in 2022 and 3.8% of net sales in 2021.​ growth in the defense, mobile networks and IT datacom markets, along with contributions from the Company’s acquisition program. ​ Net sales in the Communications Solutions segment (approximately 45% of net sales) increased 17% in U.S. dollars, 19% in constant currencies and 13% organically, in 2022, compared to 2021. The sales growth in 2022 was driven by strong organic growth across several end markets, in particular the IT datacom, broadband communications and automotive markets, and moderate organic growth in the mobile devices, industrial and mobile networks markets, along with contributions from the Company’s acquisition program. ​ Net sales in the Interconnect and Sensor Systems segment (approximately 30% of net sales) increased 17% in U.S. dollars, 23% in constant currencies and 18% organically, in 2022, compared to 2021. The sales growth in 2022 was primarily driven by strong organic growth in the automotive, industrial, IT datacom, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program, partially offset by a moderate decline in the mobile networks market. ​ 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 year ended December 31, 2022 compared to the year ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY", "prior_title": "LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY", "similarity_score": 0.823, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 1,819.4 ​ $ 1,350.9 ​ Accrued salaries, wages and employee benefits ​ 529.8 ​ 412.8 ​ Accrued income taxes ​ 199.0 ​ 166.0 ​ Accrued dividends ​ ​ 199.5 ​ ​ 131.7 ​ Other accrued expenses ​ 934.4 ​ 737.5 ​ Current portion of long-term debt ​ 401.7 ​ 353.8 ​ Total current liabilities ​ 4,083.8 ​ 3,152.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, less current portion ​ 6,484.4 ​ 3,983.5 ​ Accrued pension and postretirement benefit obligations ​ 129.8 ​ 143.0 ​ Deferred income taxes ​ ​ 376.7 ​ ​ 367.0 ​ Other long-term liabilities ​ 509.4 ​ 453.7 ​ Total Liabilities ​ ​ 11,584.1 ​ ​ 8,099.9 ​ Commitments and contingent liabilities (Note 14) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interests ​ ​ 8.7 ​ ​ 30.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ ​ ​ ​ Class A Common Stock, $0.001 par value, 2,000.0 shares authorized; 1,212.9 shares issued and 1,209.3 shares outstanding at December 31, 2024; 1,201.3 shares issued and 1,197.8 shares outstanding at December 31, 2023 ​ 1.2 ​ ​ 1.2 ​ Additional paid-in capital ​ 3,601.8 ​ 3,100.6 ​ Retained earnings ​ 7,105.0 ​ 5,921.1 ​ Treasury stock, at cost; 3.6 shares and 3.5 shares as of December 31, 2024 and 2023, respectively ​ ​ (199.7) ​ ​ (142.8) ​ Accumulated other comprehensive loss ​ (716.3) ​ (533.6) ​ Total stockholders’ equity attributable to Amphenol Corporation ​ 9,792.0 ​ 8,346.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ Noncontrolling interests ​ 55.4 ​ 49.3 ​ Total Equity ​ 9,847.4 ​ 8,395.8 ​ Total Liabilities, Redeemable Noncontrolling Interests and Equity ​ $ 21,440.2 ​ $ 16,526.4 ​ ​ ​ See accompanying notes to consolidated financial statements.\"" ], "current_body": "​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 1,819.4 ​ $ 1,350.9 ​ Accrued salaries, wages and employee benefits ​ 529.8 ​ 412.8 ​ Accrued income taxes ​ 199.0 ​ 166.0 ​ Accrued dividends ​ ​ 199.5 ​ ​ 131.7 ​ Other accrued expenses ​ 934.4 ​ 737.5 ​ Current portion of long-term debt ​ 401.7 ​ 353.8 ​ Total current liabilities ​ 4,083.8 ​ 3,152.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, less current portion ​ 6,484.4 ​ 3,983.5 ​ Accrued pension and postretirement benefit obligations ​ 129.8 ​ 143.0 ​ Deferred income taxes ​ ​ 376.7 ​ ​ 367.0 ​ Other long-term liabilities ​ 509.4 ​ 453.7 ​ Total Liabilities ​ ​ 11,584.1 ​ ​ 8,099.9 ​ Commitments and contingent liabilities (Note 14) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interests ​ ​ 8.7 ​ ​ 30.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ ​ ​ ​ Class A Common Stock, $0.001 par value, 2,000.0 shares authorized; 1,212.9 shares issued and 1,209.3 shares outstanding at December 31, 2024; 1,201.3 shares issued and 1,197.8 shares outstanding at December 31, 2023 ​ 1.2 ​ ​ 1.2 ​ Additional paid-in capital ​ 3,601.8 ​ 3,100.6 ​ Retained earnings ​ 7,105.0 ​ 5,921.1 ​ Treasury stock, at cost; 3.6 shares and 3.5 shares as of December 31, 2024 and 2023, respectively ​ ​ (199.7) ​ ​ (142.8) ​ Accumulated other comprehensive loss ​ (716.3) ​ (533.6) ​ Total stockholders’ equity attributable to Amphenol Corporation ​ 9,792.0 ​ 8,346.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ Noncontrolling interests ​ 55.4 ​ 49.3 ​ Total Equity ​ 9,847.4 ​ 8,395.8 ​ Total Liabilities, Redeemable Noncontrolling Interests and Equity ​ $ 21,440.2 ​ $ 16,526.4 ​ ​ ​ See accompanying notes to consolidated financial statements. ​ ​ 54 54 54 Table of ContentsAMPHENOL CORPORATIONConsolidated Statements of Changes in Equity(dollars and shares in millions, except per share data)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Stockholders’ equity attributable to Amphenol Corporation ​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​Redeemable​​​​​​​​​​​​​Additional​​​​Other​Non-​​​​Non-​​​Common Stock Treasury Stock​Paid-in​Retained​Comprehensive​controlling​Total​controlling​​​Shares​Amount Shares Amount Capital ​Earnings ​Loss ​Interests (1) ​Equity​Interests​Balance as of January 1, 2022 1,201.4​$ 1.2​ (3.2)​$ (100.0)​$ 2,408.4​$ 4,278.9​$ (286.5)​$ 58.1​$ 6,360.1​$ 19.0​Net income ​​​​​​​​​​​​​​ 1,902.3​​​​ 12.9​ 1,915.2​ 1.6​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ (248.5)​ (5.0)​ (253.5)​ —​Purchase of noncontrolling interests​​​​​​​​​​​​ (1.8)​​​​​​​​ (2.8)​​ (4.6)​​​​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (5.3)​ (5.3)​ ​​Purchase of treasury stock ​​​​​​ (19.8)​ (730.5)​​​​​​​​​​​​​ (730.5)​​​​Retirement of treasury stock (18.7)​ —​ 18.7​ 689.7​​​​ (689.7)​​​​​​​ —​​​​Stock options exercised 9.3​ —​ 1.9​​ 61.0​ 153.7​​ (29.5)​​​​​​​ 185.2​​​​Dividends declared ($0.405 per common share) ​​​​​​​​​​​​​​ (482.6)​​​​​​​ (482.6)​​​​Stock-based compensation expense​​​​​​​​​​​ 89.5​​​​​​​​​​ 89.5​​​​Balance as of December 31, 2022 1,192.0​​ 1.2​ (2.4)​​ (79.8)​​ 2,649.8​​ 4,979.4​​ (535.0)​​ 57.9​​ 7,073.5​​ 20.6​Net income ​​​​​​​​​​​​​​ 1,928.0​​​​ 15.6​ 1,943.6​ 1.9​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ 1.4​ (1.2)​ 0.2​ —​Acquisitions resulting in noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ 1.0​ 1.0​ 8.2​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (24.0)​ (24.0)​ ​​Purchase of treasury stock ​​​​​​ (14.4)​ (585.1)​​​​​​​​​​​​​ (585.1)​​​​Retirement of treasury stock (10.9)​ —​ 10.9​ 435.8​​​​ (435.8)​​​​​​​ —​​​​Stock options exercised 20.2​ —​ 2.4​​ 86.3​ 351.8​​ (43.1)​​​​​​​ 395.0​​​​Dividends declared ($0.425 per common share) ​​​​​​​​​​​​​​ (507.4)​​​​​​​ (507.4)​​​​Stock-based compensation expense​​​​​​​​​​​ 99.0​​​​​​​​​​ 99.0​​​​Balance as of December 31, 2023 1,201.3​​ 1.2​ (3.5)​​ (142.8)​​ 3,100.6​​ 5,921.1​​ (533.6)​​ 49.3​​ 8,395.8​​ 30.7​Net income ​​​​​​​​​​​​​​ 2,424.0​​​​ 16.0​ 2,440.0​ 1.6​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ (182.7)​ (1.3)​ (184.0)​ (0.5)​Capital contributions from noncontrolling interests​​​​​​​​​​​​​​​​​​​​ 1.5​​ 1.5​​​​Purchase of noncontrolling interests​​​​​​​​​​​​ 0.2​​​​​​​​ (0.1)​​ 0.1​​ (23.1)​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (10.0)​ (10.0)​ ​​Purchase of treasury stock ​​​​​​ (11.1)​ (689.3)​​​​​​​​​​​​​ (689.3)​​​​Retirement of treasury stock (8.3)​ —​ 8.3​ 513.1​​​​ (513.1)​​​​​​​ —​​​​Stock options exercised 19.9​ —​ 2.7​​ 119.3​ 391.5​​ (64.1)​​​​​​​ 446.7​​​​Dividends declared ($0.55 per common share) ​​​​​​​​​​​​​​ (662.9)​​​​​​​ (662.9)​​​​Stock-based compensation expense​​​​​​​​​​​ 109.5​​​​​​​​​​ 109.5​​​​Balance as of December 31, 2024 1,212.9​$ 1.2​ (3.6)​$ (199.7)​$ 3,601.8​$ 7,105.0​$ (716.3)​$ 55.4​$ 9,847.4​$ 8.7​(1)Excludes redeemable noncontrolling interests.​See accompanying notes to consolidated financial statements.​55 Table of Contents Table of Contents Table of Contents AMPHENOL CORPORATIONConsolidated Statements of Changes in Equity(dollars and shares in millions, except per share data)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Stockholders’ equity attributable to Amphenol Corporation ​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​Redeemable​​​​​​​​​​​​​Additional​​​​Other​Non-​​​​Non-​​​Common Stock Treasury Stock​Paid-in​Retained​Comprehensive​controlling​Total​controlling​​​Shares​Amount Shares Amount Capital ​Earnings ​Loss ​Interests (1) ​Equity​Interests​Balance as of January 1, 2022 1,201.4​$ 1.2​ (3.2)​$ (100.0)​$ 2,408.4​$ 4,278.9​$ (286.5)​$ 58.1​$ 6,360.1​$ 19.0​Net income ​​​​​​​​​​​​​​ 1,902.3​​​​ 12.9​ 1,915.2​ 1.6​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ (248.5)​ (5.0)​ (253.5)​ —​Purchase of noncontrolling interests​​​​​​​​​​​​ (1.8)​​​​​​​​ (2.8)​​ (4.6)​​​​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (5.3)​ (5.3)​ ​​Purchase of treasury stock ​​​​​​ (19.8)​ (730.5)​​​​​​​​​​​​​ (730.5)​​​​Retirement of treasury stock (18.7)​ —​ 18.7​ 689.7​​​​ (689.7)​​​​​​​ —​​​​Stock options exercised 9.3​ —​ 1.9​​ 61.0​ 153.7​​ (29.5)​​​​​​​ 185.2​​​​Dividends declared ($0.405 per common share) ​​​​​​​​​​​​​​ (482.6)​​​​​​​ (482.6)​​​​Stock-based compensation expense​​​​​​​​​​​ 89.5​​​​​​​​​​ 89.5​​​​Balance as of December 31, 2022 1,192.0​​ 1.2​ (2.4)​​ (79.8)​​ 2,649.8​​ 4,979.4​​ (535.0)​​ 57.9​​ 7,073.5​​ 20.6​Net income ​​​​​​​​​​​​​​ 1,928.0​​​​ 15.6​ 1,943.6​ 1.9​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ 1.4​ (1.2)​ 0.2​ —​Acquisitions resulting in noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ 1.0​ 1.0​ 8.2​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (24.0)​ (24.0)​ ​​Purchase of treasury stock ​​​​​​ (14.4)​ (585.1)​​​​​​​​​​​​​ (585.1)​​​​Retirement of treasury stock (10.9)​ —​ 10.9​ 435.8​​​​ (435.8)​​​​​​​ —​​​​Stock options exercised 20.2​ —​ 2.4​​ 86.3​ 351.8​​ (43.1)​​​​​​​ 395.0​​​​Dividends declared ($0.425 per common share) ​​​​​​​​​​​​​​ (507.4)​​​​​​​ (507.4)​​​​Stock-based compensation expense​​​​​​​​​​​ 99.0​​​​​​​​​​ 99.0​​​​Balance as of December 31, 2023 1,201.3​​ 1.2​ (3.5)​​ (142.8)​​ 3,100.6​​ 5,921.1​​ (533.6)​​ 49.3​​ 8,395.8​​ 30.7​Net income ​​​​​​​​​​​​​​ 2,424.0​​​​ 16.0​ 2,440.0​ 1.6​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ (182.7)​ (1.3)​ (184.0)​ (0.5)​Capital contributions from noncontrolling interests​​​​​​​​​​​​​​​​​​​​ 1.5​​ 1.5​​​​Purchase of noncontrolling interests​​​​​​​​​​​​ 0.2​​​​​​​​ (0.1)​​ 0.1​​ (23.1)​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (10.0)​ (10.0)​ ​​Purchase of treasury stock ​​​​​​ (11.1)​ (689.3)​​​​​​​​​​​​​ (689.3)​​​​Retirement of treasury stock (8.3)​ —​ 8.3​ 513.1​​​​ (513.1)​​​​​​​ —​​​​Stock options exercised 19.9​ —​ 2.7​​ 119.3​ 391.5​​ (64.1)​​​​​​​ 446.7​​​​Dividends declared ($0.55 per common share) ​​​​​​​​​​​​​​ (662.9)​​​​​​​ (662.9)​​​​Stock-based compensation expense​​​​​​​​​​​ 109.5​​​​​​​​​​ 109.5​​​​Balance as of December 31, 2024 1,212.9​$ 1.2​ (3.6)​$ (199.7)​$ 3,601.8​$ 7,105.0​$ (716.3)​$ 55.4​$ 9,847.4​$ 8.7​(1)Excludes redeemable noncontrolling interests.​See accompanying notes to consolidated financial statements.​ AMPHENOL CORPORATIONConsolidated Statements of Changes in Equity(dollars and shares in millions, except per share data)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Stockholders’ equity attributable to Amphenol Corporation ​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​Redeemable​​​​​​​​​​​​​Additional​​​​Other​Non-​​​​Non-​​​Common Stock Treasury Stock​Paid-in​Retained​Comprehensive​controlling​Total​controlling​​​Shares​Amount Shares Amount Capital ​Earnings ​Loss ​Interests (1) ​Equity​Interests​Balance as of January 1, 2022 1,201.4​$ 1.2​ (3.2)​$ (100.0)​$ 2,408.4​$ 4,278.9​$ (286.5)​$ 58.1​$ 6,360.1​$ 19.0​Net income ​​​​​​​​​​​​​​ 1,902.3​​​​ 12.9​ 1,915.2​ 1.6​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ (248.5)​ (5.0)​ (253.5)​ —​Purchase of noncontrolling interests​​​​​​​​​​​​ (1.8)​​​​​​​​ (2.8)​​ (4.6)​​​​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (5.3)​ (5.3)​ ​​Purchase of treasury stock ​​​​​​ (19.8)​ (730.5)​​​​​​​​​​​​​ (730.5)​​​​Retirement of treasury stock (18.7)​ —​ 18.7​ 689.7​​​​ (689.7)​​​​​​​ —​​​​Stock options exercised 9.3​ —​ 1.9​​ 61.0​ 153.7​​ (29.5)​​​​​​​ 185.2​​​​Dividends declared ($0.405 per common share) ​​​​​​​​​​​​​​ (482.6)​​​​​​​ (482.6)​​​​Stock-based compensation expense​​​​​​​​​​​ 89.5​​​​​​​​​​ 89.5​​​​Balance as of December 31, 2022 1,192.0​​ 1.2​ (2.4)​​ (79.8)​​ 2,649.8​​ 4,979.4​​ (535.0)​​ 57.9​​ 7,073.5​​ 20.6​Net income ​​​​​​​​​​​​​​ 1,928.0​​​​ 15.6​ 1,943.6​ 1.9​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ 1.4​ (1.2)​ 0.2​ —​Acquisitions resulting in noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ 1.0​ 1.0​ 8.2​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (24.0)​ (24.0)​ ​​Purchase of treasury stock ​​​​​​ (14.4)​ (585.1)​​​​​​​​​​​​​ (585.1)​​​​Retirement of treasury stock (10.9)​ —​ 10.9​ 435.8​​​​ (435.8)​​​​​​​ —​​​​Stock options exercised 20.2​ —​ 2.4​​ 86.3​ 351.8​​ (43.1)​​​​​​​ 395.0​​​​Dividends declared ($0.425 per common share) ​​​​​​​​​​​​​​ (507.4)​​​​​​​ (507.4)​​​​Stock-based compensation expense​​​​​​​​​​​ 99.0​​​​​​​​​​ 99.0​​​​Balance as of December 31, 2023 1,201.3​​ 1.2​ (3.5)​​ (142.8)​​ 3,100.6​​ 5,921.1​​ (533.6)​​ 49.3​​ 8,395.8​​ 30.7​Net income ​​​​​​​​​​​​​​ 2,424.0​​​​ 16.0​ 2,440.0​ 1.6​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ (182.7)​ (1.3)​ (184.0)​ (0.5)​Capital contributions from noncontrolling interests​​​​​​​​​​​​​​​​​​​​ 1.5​​ 1.5​​​​Purchase of noncontrolling interests​​​​​​​​​​​​ 0.2​​​​​​​​ (0.1)​​ 0.1​​ (23.1)​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (10.0)​ (10.0)​ ​​Purchase of treasury stock ​​​​​​ (11.1)​ (689.3)​​​​​​​​​​​​​ (689.3)​​​​Retirement of treasury stock (8.3)​ —​ 8.3​ 513.1​​​​ (513.1)​​​​​​​ —​​​​Stock options exercised 19.9​ —​ 2.7​​ 119.3​ 391.5​​ (64.1)​​​​​​​ 446.7​​​​Dividends declared ($0.55 per common share) ​​​​​​​​​​​​​​ (662.9)​​​​​​​ (662.9)​​​​Stock-based compensation expense​​​​​​​​​​​ 109.5​​​​​​​​​​ 109.5​​​​Balance as of December 31, 2024 1,212.9​$ 1.2​ (3.6)​$ (199.7)​$ 3,601.8​$ 7,105.0​$ (716.3)​$ 55.4​$ 9,847.4​$ 8.7​(1)Excludes redeemable noncontrolling interests.​See accompanying notes to consolidated financial statements.​", "prior_body": "​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 1,350.9 ​ $ 1,309.1 ​ Accrued salaries, wages and employee benefits ​ 412.8 ​ 416.7 ​ Accrued income taxes ​ 166.0 ​ 169.5 ​ Accrued dividends ​ ​ 131.7 ​ ​ 124.9 ​ Other accrued expenses ​ 737.5 ​ 653.2 ​ Current portion of long-term debt ​ 353.8 ​ 2.7 ​ Total current liabilities ​ 3,152.7 ​ 2,676.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, less current portion ​ 3,983.5 ​ 4,575.0 ​ Accrued pension and postretirement benefit obligations ​ 143.0 ​ 127.9 ​ Deferred income taxes ​ ​ 367.0 ​ ​ 409.8 ​ Other long-term liabilities ​ 453.7 ​ 443.3 ​ Total Liabilities ​ ​ 8,099.9 ​ ​ 8,232.1 ​ Commitments and contingent liabilities (Note 14) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interests ​ ​ 30.7 ​ ​ 20.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ ​ ​ ​ Class A Common Stock, $0.001 par value, 2,000.0 shares authorized; 600.6 shares issued and 598.9 shares outstanding at December 31, 2023; 596.0 shares issued and 594.8 shares outstanding at December 31, 2022 ​ 0.6 ​ ​ 0.6 ​ Additional paid-in capital ​ 3,101.2 ​ 2,650.4 ​ Retained earnings ​ 5,921.1 ​ 4,979.4 ​ Treasury stock, at cost; 1.7 shares and 1.2 shares as of December 31, 2023 and 2022, respectively ​ ​ (142.8) ​ ​ (79.8) ​ Accumulated other comprehensive loss ​ (533.6) ​ (535.0) ​ Total stockholders’ equity attributable to Amphenol Corporation ​ 8,346.5 ​ 7,015.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ Noncontrolling interests ​ 49.3 ​ 57.9 ​ Total Equity ​ 8,395.8 ​ 7,073.5 ​ Total Liabilities, Redeemable Noncontrolling Interests and Equity ​ $ 16,526.4 ​ $ 15,326.2 ​ ​ ​ See accompanying notes to consolidated financial statements. ​ ​ 52 52 52 Table of ContentsAMPHENOL CORPORATIONConsolidated Statements of Changes in Equity(dollars and shares in millions, except per share data)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Stockholders’ equity attributable to Amphenol Corporation ​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​Redeemable​​​​​​​​​​​​​Additional​​​​Other​Non-​​​​Non-​​​Common Stock Treasury Stock​Paid-in​Retained​Comprehensive​controlling​Total​controlling​​​Shares​Amount Shares Amount Capital ​Earnings ​Loss ​Interests (1) ​Equity​Interests​Balance as of January 1, 2021 600.7​$ 0.6​ (2.0)​$ (111.1)​$ 2,068.1​$ 3,705.4​$ (278.1)​$ 67.0​$ 5,451.9​$ —​Net income ​​​​​​​​​​​​​​ 1,590.8​​​​ 10.7​ 1,601.5​ —​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ (8.4)​ 1.6​ (6.8)​ —​Acquisitions resulting in noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ 1.8​ 1.8​ 19.0​Purchase of noncontrolling interest​​​​​​​​​​​​ 4.1​​​​​​​​ (15.3)​​ (11.2)​​​​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (7.7)​ (7.7)​ ​​Purchase of treasury stock ​​​​​​ (9.3)​ (661.7)​​​​​​​​​​​​​ (661.7)​​​​Retirement of treasury stock (8.6)​ —​ 8.6​ 608.9​​​​ (608.9)​​​​​​​ —​​​​Stock options exercised 8.6​ —​ 1.1​​ 63.9​ 253.8​​ (28.7)​​​​​​​ 289.0​​​​Dividends declared ($0.635 per common share) ​​​​​​​​​​​​​​ (379.7)​​​​​​​ (379.7)​​​​Stock-based compensation expense​​​​​​​​​​​ 83.0​​​​​​​​​​ 83.0​​​​Balance as of December 31, 2021 600.7​​ 0.6​ (1.6)​​ (100.0)​​ 2,409.0​​ 4,278.9​​ (286.5)​​ 58.1​​ 6,360.1​​ 19.0​Net income ​​​​​​​​​​​​​​ 1,902.3​​​​ 12.9​ 1,915.2​ 1.6​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ (248.5)​ (5.0)​ (253.5)​ —​Purchase of noncontrolling interest​​​​​​​​​​​​ (1.8)​​​​​​​​ (2.8)​​ (4.6)​​​​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (5.3)​ (5.3)​ ​​Purchase of treasury stock ​​​​​​ (9.9)​ (730.5)​​​​​​​​​​​​​ (730.5)​​​​Retirement of treasury stock (9.3)​ —​ 9.3​ 689.7​​​​ (689.7)​​​​​​​ —​​​​Stock options exercised 4.6​ —​ 1.0​​ 61.0​ 153.7​​ (29.5)​​​​​​​ 185.2​​​​Dividends declared ($0.81 per common share) ​​​​​​​​​​​​​​ (482.6)​​​​​​​ (482.6)​​​​Stock-based compensation expense​​​​​​​​​​​ 89.5​​​​​​​​​​ 89.5​​​​Balance as of December 31, 2022 596.0​​ 0.6​ (1.2)​​ (79.8)​​ 2,650.4​​ 4,979.4​​ (535.0)​​ 57.9​​ 7,073.5​​ 20.6​Net income ​​​​​​​​​​​​​​ 1,928.0​​​​ 15.6​ 1,943.6​ 1.9​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ 1.4​ (1.2)​ 0.2​ —​Acquisitions resulting in noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ 1.0​ 1.0​ 8.2​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (24.0)​ (24.0)​ ​​Purchase of treasury stock ​​​​​​ (7.2)​ (585.1)​​​​​​​​​​​​​ (585.1)​​​​Retirement of treasury stock (5.5)​ —​ 5.5​ 435.8​​​​ (435.8)​​​​​​​ —​​​​Stock options exercised 10.1​ —​ 1.2​​ 86.3​ 351.8​​ (43.1)​​​​​​​ 395.0​​​​Dividends declared ($0.85 per common share) ​​​​​​​​​​​​​​ (507.4)​​​​​​​ (507.4)​​​​Stock-based compensation expense​​​​​​​​​​​ 99.0​​​​​​​​​​ 99.0​​​​Balance as of December 31, 2023 600.6​$ 0.6​ (1.7)​$ (142.8)​$ 3,101.2​$ 5,921.1​$ (533.6)​$ 49.3​$ 8,395.8​$ 30.7​(1)Excludes redeemable noncontrolling interests.​See accompanying notes to consolidated financial statements.​53 Table of Contents Table of Contents Table of Contents AMPHENOL CORPORATIONConsolidated Statements of Changes in Equity(dollars and shares in millions, except per share data)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Stockholders’ equity attributable to Amphenol Corporation ​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​Redeemable​​​​​​​​​​​​​Additional​​​​Other​Non-​​​​Non-​​​Common Stock Treasury Stock​Paid-in​Retained​Comprehensive​controlling​Total​controlling​​​Shares​Amount Shares Amount Capital ​Earnings ​Loss ​Interests (1) ​Equity​Interests​Balance as of January 1, 2021 600.7​$ 0.6​ (2.0)​$ (111.1)​$ 2,068.1​$ 3,705.4​$ (278.1)​$ 67.0​$ 5,451.9​$ —​Net income ​​​​​​​​​​​​​​ 1,590.8​​​​ 10.7​ 1,601.5​ —​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ (8.4)​ 1.6​ (6.8)​ —​Acquisitions resulting in noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ 1.8​ 1.8​ 19.0​Purchase of noncontrolling interest​​​​​​​​​​​​ 4.1​​​​​​​​ (15.3)​​ (11.2)​​​​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (7.7)​ (7.7)​ ​​Purchase of treasury stock ​​​​​​ (9.3)​ (661.7)​​​​​​​​​​​​​ (661.7)​​​​Retirement of treasury stock (8.6)​ —​ 8.6​ 608.9​​​​ (608.9)​​​​​​​ —​​​​Stock options exercised 8.6​ —​ 1.1​​ 63.9​ 253.8​​ (28.7)​​​​​​​ 289.0​​​​Dividends declared ($0.635 per common share) ​​​​​​​​​​​​​​ (379.7)​​​​​​​ (379.7)​​​​Stock-based compensation expense​​​​​​​​​​​ 83.0​​​​​​​​​​ 83.0​​​​Balance as of December 31, 2021 600.7​​ 0.6​ (1.6)​​ (100.0)​​ 2,409.0​​ 4,278.9​​ (286.5)​​ 58.1​​ 6,360.1​​ 19.0​Net income ​​​​​​​​​​​​​​ 1,902.3​​​​ 12.9​ 1,915.2​ 1.6​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ (248.5)​ (5.0)​ (253.5)​ —​Purchase of noncontrolling interest​​​​​​​​​​​​ (1.8)​​​​​​​​ (2.8)​​ (4.6)​​​​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (5.3)​ (5.3)​ ​​Purchase of treasury stock ​​​​​​ (9.9)​ (730.5)​​​​​​​​​​​​​ (730.5)​​​​Retirement of treasury stock (9.3)​ —​ 9.3​ 689.7​​​​ (689.7)​​​​​​​ —​​​​Stock options exercised 4.6​ —​ 1.0​​ 61.0​ 153.7​​ (29.5)​​​​​​​ 185.2​​​​Dividends declared ($0.81 per common share) ​​​​​​​​​​​​​​ (482.6)​​​​​​​ (482.6)​​​​Stock-based compensation expense​​​​​​​​​​​ 89.5​​​​​​​​​​ 89.5​​​​Balance as of December 31, 2022 596.0​​ 0.6​ (1.2)​​ (79.8)​​ 2,650.4​​ 4,979.4​​ (535.0)​​ 57.9​​ 7,073.5​​ 20.6​Net income ​​​​​​​​​​​​​​ 1,928.0​​​​ 15.6​ 1,943.6​ 1.9​Other comprehensive income (loss)​​​​​​​​​​​​​​​​​ 1.4​ (1.2)​ 0.2​ —​Acquisitions resulting in noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ 1.0​ 1.0​ 8.2​Distributions to shareholders of noncontrolling interests ​​​​​​​​​​​​​​​​​​​​ (24.0)​ (24.0)​ ​​Purchase of treasury stock ​​​​​​ (7.2)​ (585.1)​​​​​​​​​​​​​ (585.1)​​​​Retirement of treasury stock (5.5)​ —​ 5.5​ 435.8​​​​ (435.8)​​​​​​​ —​​​​Stock options exercised 10.1​ —​ 1.2​​ 86.3​ 351.8​​ (43.1)​​​​​​​ 395.0​​​​Dividends declared ($0.85 per common share) ​​​​​​​​​​​​​​ (507.4)​​​​​​​ (507.4)​​​​Stock-based compensation expense​​​​​​​​​​​ 99.0​​​​​​​​​​ 99.0​​​​Balance as of December 31, 2023 600.6​$ 0.6​ (1.7)​$ (142.8)​$ 3,101.2​$ 5,921.1​$ (533.6)​$ 49.3​$ 8,395.8​$ 30.7​(1)Excludes redeemable noncontrolling interests.​See accompanying notes to consolidated financial statements.​" }, { "status": "MODIFIED", "current_title": "(dollars in millions)", "prior_title": "(dollars in millions)", "similarity_score": 0.805, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Total ​ 1 year ​ years ​ years ​ 5 years Debt (1) ​ $ 6,927.9 ​ $ 401.9 ​ $ 1,572.2 ​ $ 1,468.0 ​ $ 3,485.8 ​ Interest related to senior notes ​ 2,110.4 ​ 242.6 ​ 450.1 ​ 352.2 ​ 1,065.5 ​ Operating leases (2) ​ 448.9 ​ 121.1 ​ 155.6 ​ 79.1 ​ 93.1 ​ Purchase obligations (3) ​ 1,391.1 ​ 1,321.8 ​ 63.7 ​ 4.4 ​ 1.2 ​ Accrued pension and postretirement benefit obligations (4) ​ 49.3 ​ 5.5 ​ 9.4 ​ 9.7 ​ 24.7 ​ Transition tax (5) ​ 32.8 ​ 32.8 ​ — ​ — ​ — ​ Total (6) ​ $ 10,960.4 ​ $ 2,125.7 ​ $ 2,251.0 ​ $ 1,913.4 ​ $ 4,670.3 ​ ​ ​ ​ ​ ​ ​ Repatriation of Foreign Earnings and Related Income Taxes ​ The Company has previously indicated an intention to repatriate most of its pre-2024 accumulated earnings and has accrued the foreign and U.S.\"", "Reworded sentence: \"The Company intends to indefinitely reinvest the remaining pre-2024 foreign earnings.\"", "Reworded sentence: \"​ Cash Flow Summary ​ The following table summarizes the Company’s cash flows from operating, investing and financing activities for the years ended December 31, 2024, 2023 and 2022, as reflected in the Consolidated Statements of Cash Flow: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​\"" ], "current_body": "​ Total ​ 1 year ​ years ​ years ​ 5 years Debt (1) ​ $ 6,927.9 ​ $ 401.9 ​ $ 1,572.2 ​ $ 1,468.0 ​ $ 3,485.8 ​ Interest related to senior notes ​ 2,110.4 ​ 242.6 ​ 450.1 ​ 352.2 ​ 1,065.5 ​ Operating leases (2) ​ 448.9 ​ 121.1 ​ 155.6 ​ 79.1 ​ 93.1 ​ Purchase obligations (3) ​ 1,391.1 ​ 1,321.8 ​ 63.7 ​ 4.4 ​ 1.2 ​ Accrued pension and postretirement benefit obligations (4) ​ 49.3 ​ 5.5 ​ 9.4 ​ 9.7 ​ 24.7 ​ Transition tax (5) ​ 32.8 ​ 32.8 ​ — ​ — ​ — ​ Total (6) ​ $ 10,960.4 ​ $ 2,125.7 ​ $ 2,251.0 ​ $ 1,913.4 ​ $ 4,670.3 ​ ​ ​ ​ ​ ​ ​ Repatriation of Foreign Earnings and Related Income Taxes ​ 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. The Company intends to distribute certain 2024 foreign earnings and, as of December 31, 2024, has accrued foreign and U.S. state and local taxes, where applicable, associated with the foreign earnings that it intends to 37 37 37 Table of Contentsrepatriate, and intends to indefinitely reinvest the remaining 2024 foreign earnings. The Company intends to (i) evaluate certain post-2024 earnings for repatriation, and will accrue for those distributions where appropriate, and (ii) indefinitely reinvest all other foreign earnings. In addition, the Company paid its seventh annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2024, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in 2025, as permitted under the Tax Act. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated.​Cash Flow Summary​The following table summarizes the Company’s cash flows from operating, investing and financing activities for the years ended December 31, 2024, 2023 and 2022, as reflected in the Consolidated Statements of Cash Flow:​​​​​​​​​​​​​Year Ended December 31, ​ 2024 2023 2022Net cash provided by operating activities​$ 2,814.7​$ 2,528.7​$ 2,174.6Net cash used in investing activities​ (2,648.6)​ (1,393.7)​ (731.1)Net cash provided by (used in) financing activities​ 1,729.9​ (1,012.4)​ (1,196.7)Effect of exchange rate changes on cash and cash equivalents​ (54.0)​ (20.7)​ (70.8)Net increase in cash and cash equivalents​$ 1,842.0​$ 101.9​$ 176.0​​Operating Activities​The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths. Operating Cash Flow was $2,814.7 in 2024, compared to $2,528.7 in 2023 and $2,174.6 in 2022. The increase in Operating Cash Flow in 2024 compared to 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, as discussed below. The increase in Operating Cash Flow in 2023 compared to 2022 was primarily due to an overall decrease in the net components of working capital in 2023, as discussed in more detail below. ​In 2024, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $210.5, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $586.8, inventories of $200.1 and prepaid expenses and other current assets of $106.8, partially offset by increases in accounts payable of $423.1 and accrued liabilities, including income taxes, of $260.1. In 2023, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow decreased $149.8, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accounts receivable of $146.4 and inventories of $71.4, partially offset by a decrease in accounts payable of $34.6 and an increase in prepaid expenses and other current assets of $34.1. In 2022, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $193.1, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in inventories of $278.5 and accounts receivable of $273.1, partially offset by increases in accrued liabilities, including income taxes, of $246.3 and accounts payable of $62.5, and a decrease in prepaid expenses and other current assets of $49.7. ​The following describes the significant changes in the amounts as presented on the accompanying Consolidated Balance Sheets at December 31, 2024 compared to December 31, 2023. Accounts receivable increased $669.5 to $3,287.9, primarily driven by higher sales in the fourth quarter of 2024 relative to the fourth quarter of 2023, along with the impact of the two acquisitions (the “2024 Acquisitions”) that closed during 2024, partially offset by the effect of translation from exchange rate changes (“Translation”) at December 31, 2024 compared to December 31, 2023. Days sales outstanding at December 31, 2024 and 2023 were 68 days and 70 days, respectively. Inventories increased $378.6 to $2,545.7, primarily driven by the impact of the 2024 Acquisitions, along with the impact of higher sales in 2024 relative to the prior year, partially offset by Translation. Inventory days at December 31, 2024 and 2023 were 80 days and 85 days, respectively. Prepaid expenses and other current assets increased $127.4 to $517.0, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2024 Acquisitions. Property, plant and equipment, net, increased $397.1 to $1,711.8, primarily due to capital expenditures of $665.4 and the impact of the 2024 Acquisitions, partially offset by depreciation of $390.6, disposals and Translation. Goodwill increased $1,143.8 to $8,236.2, primarily driven by goodwill recognized from the 2024 Acquisitions, in particular the 38 Table of Contents Table of Contents Table of Contents repatriate, and intends to indefinitely reinvest the remaining 2024 foreign earnings. The Company intends to (i) evaluate certain post-2024 earnings for repatriation, and will accrue for those distributions where appropriate, and (ii) indefinitely reinvest all other foreign earnings. In addition, the Company paid its seventh annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2024, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in 2025, as permitted under the Tax Act. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated.​Cash Flow Summary​The following table summarizes the Company’s cash flows from operating, investing and financing activities for the years ended December 31, 2024, 2023 and 2022, as reflected in the Consolidated Statements of Cash Flow:​​​​​​​​​​​​​Year Ended December 31, ​ 2024 2023 2022Net cash provided by operating activities​$ 2,814.7​$ 2,528.7​$ 2,174.6Net cash used in investing activities​ (2,648.6)​ (1,393.7)​ (731.1)Net cash provided by (used in) financing activities​ 1,729.9​ (1,012.4)​ (1,196.7)Effect of exchange rate changes on cash and cash equivalents​ (54.0)​ (20.7)​ (70.8)Net increase in cash and cash equivalents​$ 1,842.0​$ 101.9​$ 176.0​​Operating Activities​The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths. Operating Cash Flow was $2,814.7 in 2024, compared to $2,528.7 in 2023 and $2,174.6 in 2022. The increase in Operating Cash Flow in 2024 compared to 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, as discussed below. The increase in Operating Cash Flow in 2023 compared to 2022 was primarily due to an overall decrease in the net components of working capital in 2023, as discussed in more detail below. ​In 2024, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $210.5, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $586.8, inventories of $200.1 and prepaid expenses and other current assets of $106.8, partially offset by increases in accounts payable of $423.1 and accrued liabilities, including income taxes, of $260.1. In 2023, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow decreased $149.8, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accounts receivable of $146.4 and inventories of $71.4, partially offset by a decrease in accounts payable of $34.6 and an increase in prepaid expenses and other current assets of $34.1. In 2022, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $193.1, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in inventories of $278.5 and accounts receivable of $273.1, partially offset by increases in accrued liabilities, including income taxes, of $246.3 and accounts payable of $62.5, and a decrease in prepaid expenses and other current assets of $49.7. ​The following describes the significant changes in the amounts as presented on the accompanying Consolidated Balance Sheets at December 31, 2024 compared to December 31, 2023. Accounts receivable increased $669.5 to $3,287.9, primarily driven by higher sales in the fourth quarter of 2024 relative to the fourth quarter of 2023, along with the impact of the two acquisitions (the “2024 Acquisitions”) that closed during 2024, partially offset by the effect of translation from exchange rate changes (“Translation”) at December 31, 2024 compared to December 31, 2023. Days sales outstanding at December 31, 2024 and 2023 were 68 days and 70 days, respectively. Inventories increased $378.6 to $2,545.7, primarily driven by the impact of the 2024 Acquisitions, along with the impact of higher sales in 2024 relative to the prior year, partially offset by Translation. Inventory days at December 31, 2024 and 2023 were 80 days and 85 days, respectively. Prepaid expenses and other current assets increased $127.4 to $517.0, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2024 Acquisitions. Property, plant and equipment, net, increased $397.1 to $1,711.8, primarily due to capital expenditures of $665.4 and the impact of the 2024 Acquisitions, partially offset by depreciation of $390.6, disposals and Translation. Goodwill increased $1,143.8 to $8,236.2, primarily driven by goodwill recognized from the 2024 Acquisitions, in particular the repatriate, and intends to indefinitely reinvest the remaining 2024 foreign earnings. The Company intends to (i) evaluate certain post-2024 earnings for repatriation, and will accrue for those distributions where appropriate, and (ii) indefinitely reinvest all other foreign earnings. In addition, the Company paid its seventh annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2024, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in 2025, as permitted under the Tax Act. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated.​Cash Flow Summary​The following table summarizes the Company’s cash flows from operating, investing and financing activities for the years ended December 31, 2024, 2023 and 2022, as reflected in the Consolidated Statements of Cash Flow:​​​​​​​​​​​​​Year Ended December 31, ​ 2024 2023 2022Net cash provided by operating activities​$ 2,814.7​$ 2,528.7​$ 2,174.6Net cash used in investing activities​ (2,648.6)​ (1,393.7)​ (731.1)Net cash provided by (used in) financing activities​ 1,729.9​ (1,012.4)​ (1,196.7)Effect of exchange rate changes on cash and cash equivalents​ (54.0)​ (20.7)​ (70.8)Net increase in cash and cash equivalents​$ 1,842.0​$ 101.9​$ 176.0​​Operating Activities​The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths. Operating Cash Flow was $2,814.7 in 2024, compared to $2,528.7 in 2023 and $2,174.6 in 2022. The increase in Operating Cash Flow in 2024 compared to 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, as discussed below. The increase in Operating Cash Flow in 2023 compared to 2022 was primarily due to an overall decrease in the net components of working capital in 2023, as discussed in more detail below. ​In 2024, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $210.5, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $586.8, inventories of $200.1 and prepaid expenses and other current assets of $106.8, partially offset by increases in accounts payable of $423.1 and accrued liabilities, including income taxes, of $260.1. In 2023, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow decreased $149.8, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accounts receivable of $146.4 and inventories of $71.4, partially offset by a decrease in accounts payable of $34.6 and an increase in prepaid expenses and other current assets of $34.1. In 2022, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $193.1, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in inventories of $278.5 and accounts receivable of $273.1, partially offset by increases in accrued liabilities, including income taxes, of $246.3 and accounts payable of $62.5, and a decrease in prepaid expenses and other current assets of $49.7. ​The following describes the significant changes in the amounts as presented on the accompanying Consolidated Balance Sheets at December 31, 2024 compared to December 31, 2023. Accounts receivable increased $669.5 to $3,287.9, primarily driven by higher sales in the fourth quarter of 2024 relative to the fourth quarter of 2023, along with the impact of the two acquisitions (the “2024 Acquisitions”) that closed during 2024, partially offset by the effect of translation from exchange rate changes (“Translation”) at December 31, 2024 compared to December 31, 2023. Days sales outstanding at December 31, 2024 and 2023 were 68 days and 70 days, respectively. Inventories increased $378.6 to $2,545.7, primarily driven by the impact of the 2024 Acquisitions, along with the impact of higher sales in 2024 relative to the prior year, partially offset by Translation. Inventory days at December 31, 2024 and 2023 were 80 days and 85 days, respectively. Prepaid expenses and other current assets increased $127.4 to $517.0, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2024 Acquisitions. Property, plant and equipment, net, increased $397.1 to $1,711.8, primarily due to capital expenditures of $665.4 and the impact of the 2024 Acquisitions, partially offset by depreciation of $390.6, disposals and Translation. Goodwill increased $1,143.8 to $8,236.2, primarily driven by goodwill recognized from the 2024 Acquisitions, in particular the repatriate, and intends to indefinitely reinvest the remaining 2024 foreign earnings. The Company intends to (i) evaluate certain post-2024 earnings for repatriation, and will accrue for those distributions where appropriate, and (ii) indefinitely reinvest all other foreign earnings. In addition, the Company paid its seventh annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2024, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in 2025, as permitted under the Tax Act. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. ​ Cash Flow Summary ​ The following table summarizes the Company’s cash flows from operating, investing and financing activities for the years ended December 31, 2024, 2023 and 2022, as reflected in the Consolidated Statements of Cash Flow: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "​ Total ​ 1 year ​ years ​ years ​ 5 years Debt (1) ​ $ 4,358.8 ​ $ 354.0 ​ $ 1,305.2 ​ $ 552.3 ​ $ 2,147.3 ​ Interest related to senior notes ​ 542.6 ​ 109.1 ​ 186.3 ​ 149.0 ​ 98.2 ​ Operating leases (2) ​ 332.2 ​ 99.8 ​ 126.0 ​ 59.7 ​ 46.7 ​ Purchase obligations (3) ​ 968.7 ​ 932.4 ​ 28.1 ​ 6.4 ​ 1.8 ​ Accrued pension and postretirement benefit obligations (4) ​ 52.1 ​ 5.8 ​ 10.0 ​ 10.3 ​ 26.0 ​ Transition tax (5) ​ 62.9 ​ 30.1 ​ 32.8 ​ — ​ — ​ Total (6) ​ $ 6,317.3 ​ $ 1,531.2 ​ $ 1,688.4 ​ $ 777.7 ​ $ 2,320.0 ​ ​ ​ ​ ​ ​ ​ Repatriation of Foreign Earnings and Related Income Taxes ​ The Company has previously indicated an intention to repatriate most of its pre-2023 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-2023 foreign earnings. The Company intends to distribute certain 2023 foreign earnings and, as of December 31, 2023, has accrued foreign and U.S. state and local taxes, where applicable, on those foreign earnings that it intends to repatriate, and intends to indefinitely reinvest the remaining 2023 foreign earnings. The Company intends to (i) evaluate certain post-2023 earnings for repatriation, and will accrue for those distributions where appropriate, and (ii) indefinitely reinvest all other foreign earnings. In addition, the Company paid its sixth annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2023, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in annual installments over the remainder of the eight-year period ending 2025, as permitted under the Tax Act. As of December 31, 2023, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,350 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. ​ 36 36 36 Table of ContentsCash Flow Summary​The following table summarizes the Company’s cash flows from operating, investing and financing activities for the years ended December 31, 2023, 2022 and 2021, as reflected in the Consolidated Statements of Cash Flow:​​​​​​​​​​​​​Year Ended December 31, ​ 2023 2022 2021Net cash provided by operating activities from continuing operations​$ 2,528.7​$ 2,174.6​$ 1,523.9Net cash used in investing activities from continuing operations​ (1,393.7)​ (731.1)​ (2,604.4)Net cash used in financing activities from continuing operations​ (1,012.4)​ (1,196.7)​ (145.1)Net cash change from discontinued operations​​ —​​ —​​ 733.0Effect of exchange rate changes on cash and cash equivalents​ (20.7)​ (70.8)​ (12.3)Net increase (decrease) in cash and cash equivalents​$ 101.9​$ 176.0​$ (504.9)Note: Net cash change from discontinued operations in the table above, during the year ended December 31, 2021, includes the proceeds from the sale of the Divested MTS business, as defined and discussed in further detail in Note 11 of the Notes to Consolidated Financial Statements.​Operating Activities​The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths. Operating Cash Flow was $2,528.7 in 2023, compared to $2,174.6 in 2022 and $1,523.9 in 2021. The increase in Operating Cash Flow in 2023 compared to 2022 is primarily due to an overall decrease in the net components of working capital in 2023, as discussed in more detail below. The increase in Operating Cash Flow in 2022 compared to 2021 was primarily due to both an increase in net income from continuing operations and a lower usage of cash related to the change in working capital as discussed below. ​In 2023, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow decreased $149.8, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accounts receivable of $146.4 and inventories of $71.4, partially offset by a decrease in accounts payable of $34.6 and an increase in prepaid expenses and other current assets of $34.1. In 2022, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $193.1, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in inventories of $278.5 and accounts receivable of $273.1, partially offset by increases in accrued liabilities, including income taxes, of $246.3 and accounts payable of $62.5, and a decrease in prepaid expenses and other current assets of $49.7. In 2021, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $496.4, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable, inventories, and prepaid expenses and other current assets of $398.4, $263.0 and $20.2, respectively, partially offset by increases in accounts payable of $131.7 and accrued liabilities, including income taxes, of $53.5. ​The following describes the significant changes in the amounts as presented on the accompanying Consolidated Balance Sheets at December 31, 2023 compared to December 31, 2022. Accounts receivable decreased $12.9 to $2,618.4, driven by the decrease in days sales outstanding as noted below, which was largely offset by the impact of the 10 acquisitions (collectively, the “2023 Acquisitions”) that closed during 2023 and the effect of translation from exchange rate changes (“Translation”) at December 31, 2023 compared to December 31, 2022. Days sales outstanding at December 31, 2023 and 2022 were 70 days and 73 days, respectively. Inventories increased $73.5 to $2,167.1, which was primarily driven by the impact of the 2023 Acquisitions. Inventory days at December 31, 2023 and 2022 were 85 days and 86 days, respectively. Prepaid expenses and other current assets increased $69.6 to $389.6, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2023 Acquisitions. Property, plant and equipment, net, increased $110.4 to $1,314.7, primarily due to capital expenditures of $372.8, the impact of the 2023 Acquisitions and Translation, partially offset by depreciation of $313.7 and disposals. Goodwill increased $646.3 to $7,092.4, primarily driven by goodwill recognized as a result of the 2023 Acquisitions, along with Translation. Other intangible assets, net, increased $100.7 to $834.8, primarily due to the recognition of certain intangible assets related to the 2023 Acquisitions, partially offset by amortization of $86.0 associated with the Company’s current intangible assets. Accounts payable increased $41.8 to $1,350.9, primarily due to the impact of the 2023 Acquisitions. Payable days at December 31, 2023 and 2022 were 55 days and 54 days, respectively. Total accrued expenses, including accrued income taxes, increased $83.7 to $1,448.0, primarily due to the impact of the 2023 Acquisitions and increases in certain other accrued expenses, partially offset by modest decreases in accrued salaries, wages and employee benefits and accrued income taxes. Accrued pension and postretirement benefit obligations increased $15.1 to $143.0.37 Table of Contents Table of Contents Table of Contents Cash Flow Summary​The following table summarizes the Company’s cash flows from operating, investing and financing activities for the years ended December 31, 2023, 2022 and 2021, as reflected in the Consolidated Statements of Cash Flow:​​​​​​​​​​​​​Year Ended December 31, ​ 2023 2022 2021Net cash provided by operating activities from continuing operations​$ 2,528.7​$ 2,174.6​$ 1,523.9Net cash used in investing activities from continuing operations​ (1,393.7)​ (731.1)​ (2,604.4)Net cash used in financing activities from continuing operations​ (1,012.4)​ (1,196.7)​ (145.1)Net cash change from discontinued operations​​ —​​ —​​ 733.0Effect of exchange rate changes on cash and cash equivalents​ (20.7)​ (70.8)​ (12.3)Net increase (decrease) in cash and cash equivalents​$ 101.9​$ 176.0​$ (504.9)Note: Net cash change from discontinued operations in the table above, during the year ended December 31, 2021, includes the proceeds from the sale of the Divested MTS business, as defined and discussed in further detail in Note 11 of the Notes to Consolidated Financial Statements.​Operating Activities​The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths. Operating Cash Flow was $2,528.7 in 2023, compared to $2,174.6 in 2022 and $1,523.9 in 2021. The increase in Operating Cash Flow in 2023 compared to 2022 is primarily due to an overall decrease in the net components of working capital in 2023, as discussed in more detail below. The increase in Operating Cash Flow in 2022 compared to 2021 was primarily due to both an increase in net income from continuing operations and a lower usage of cash related to the change in working capital as discussed below. ​In 2023, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow decreased $149.8, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accounts receivable of $146.4 and inventories of $71.4, partially offset by a decrease in accounts payable of $34.6 and an increase in prepaid expenses and other current assets of $34.1. In 2022, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $193.1, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in inventories of $278.5 and accounts receivable of $273.1, partially offset by increases in accrued liabilities, including income taxes, of $246.3 and accounts payable of $62.5, and a decrease in prepaid expenses and other current assets of $49.7. In 2021, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $496.4, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable, inventories, and prepaid expenses and other current assets of $398.4, $263.0 and $20.2, respectively, partially offset by increases in accounts payable of $131.7 and accrued liabilities, including income taxes, of $53.5. ​The following describes the significant changes in the amounts as presented on the accompanying Consolidated Balance Sheets at December 31, 2023 compared to December 31, 2022. Accounts receivable decreased $12.9 to $2,618.4, driven by the decrease in days sales outstanding as noted below, which was largely offset by the impact of the 10 acquisitions (collectively, the “2023 Acquisitions”) that closed during 2023 and the effect of translation from exchange rate changes (“Translation”) at December 31, 2023 compared to December 31, 2022. Days sales outstanding at December 31, 2023 and 2022 were 70 days and 73 days, respectively. Inventories increased $73.5 to $2,167.1, which was primarily driven by the impact of the 2023 Acquisitions. Inventory days at December 31, 2023 and 2022 were 85 days and 86 days, respectively. Prepaid expenses and other current assets increased $69.6 to $389.6, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2023 Acquisitions. Property, plant and equipment, net, increased $110.4 to $1,314.7, primarily due to capital expenditures of $372.8, the impact of the 2023 Acquisitions and Translation, partially offset by depreciation of $313.7 and disposals. Goodwill increased $646.3 to $7,092.4, primarily driven by goodwill recognized as a result of the 2023 Acquisitions, along with Translation. Other intangible assets, net, increased $100.7 to $834.8, primarily due to the recognition of certain intangible assets related to the 2023 Acquisitions, partially offset by amortization of $86.0 associated with the Company’s current intangible assets. Accounts payable increased $41.8 to $1,350.9, primarily due to the impact of the 2023 Acquisitions. Payable days at December 31, 2023 and 2022 were 55 days and 54 days, respectively. Total accrued expenses, including accrued income taxes, increased $83.7 to $1,448.0, primarily due to the impact of the 2023 Acquisitions and increases in certain other accrued expenses, partially offset by modest decreases in accrued salaries, wages and employee benefits and accrued income taxes. Accrued pension and postretirement benefit obligations increased $15.1 to $143.0. Cash Flow Summary ​ The following table summarizes the Company’s cash flows from operating, investing and financing activities for the years ended December 31, 2023, 2022 and 2021, as reflected in the Consolidated Statements of Cash Flow: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "Approximate", "prior_title": "Fair Value (1)", "similarity_score": 0.804, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Maturity ​ Amount ​ Fair Value (1) ​ Amount ​ Fair Value (1) ​ Revolving Credit Facility March 2029 $ — ​ $ — ​ $ — ​ $ — ​ U.S.\"" ], "current_body": "​ Maturity ​ Amount ​ Fair Value (1) ​ Amount ​ Fair Value (1) ​ Revolving Credit Facility March 2029 $ — ​ $ — ​ $ — ​ $ — ​ U.S. Commercial Paper Program (less unamortized discount of nil at December 31, 2024 and 2023) March 2029 ​ — ​ ​ — ​ ​ — ​ ​ — ​ Euro Commercial Paper Program March 2029 ​ — ​ ​ — ​ ​ — ​ ​ — ​ Term Loan Credit Facility April 2024 ​ — ​ ​ — ​ ​ — ​ ​ — ​ 3.20% Senior Notes (less unamortized discount of nil at December 31, 2023) April 2024 ​ — ​ ​ — ​ ​ 350.0 ​ ​ 348.4 ​ 2.050% Senior Notes (less unamortized discount of nil and $0.2 at December 31, 2024 and 2023, respectively) March 2025 ​ 400.0 ​ ​ 398.0 ​ ​ 399.8 ​ ​ 386.8 ​ 4.750% Senior Notes (less unamortized discount of $0.5 and $0.9 at December 31, 2024 and 2023, respectively) ​ March 2026 ​ ​ 349.5 ​ ​ 350.0 ​ ​ 349.1 ​ ​ 350.6 ​ 0.750% Euro Senior Notes (less unamortized discount of $0.5 and $0.9 at December 31, 2024 and 2023, respectively) May 2026 ​ 518.6 ​ ​ 505.8 ​ ​ 551.7 ​ ​ 523.4 ​ 5.050% Senior Notes (plus unamortized premium of $2.2 at December 31, 2024) ​ April 2027 ​ ​ 702.2 ​ ​ 706.1 ​ ​ — ​ ​ — ​ 2.000% Euro Senior Notes (less unamortized discount of $1.1 and $1.3 at December 31, 2024 and 2023, respectively) October 2028 ​ 518.2 ​ ​ 505.9 ​ ​ 551.4 ​ ​ 531.4 ​ 5.050% Senior Notes (less unamortized discount of $0.4 at December 31, 2024) ​ April 2029 ​ ​ 449.6 ​ ​ 452.4 ​ ​ — ​ ​ — ​ 4.350% Senior Notes (less unamortized discount of $0.2 and $0.2 at December 31, 2024 and 2023, respectively) June 2029 ​ 499.8 ​ ​ 489.1 ​ ​ 499.8 ​ ​ 497.2 ​ 2.800% Senior Notes (less unamortized discount of $0.4 and $0.4 at December 31, 2024 and 2023, respectively) February 2030 ​ 899.6 ​ ​ 814.1 ​ ​ 899.6 ​ ​ 817.6 ​ 2.200% Senior Notes (less unamortized discount of $1.8 and $2.1 at December 31, 2024 and 2023, respectively) September 2031 ​ 748.2 ​ ​ 624.9 ​ ​ 747.9 ​ ​ 629.9 ​ 5.250% Senior Notes (less unamortized discount of $0.6 at December 31, 2024) ​ April 2034 ​ ​ 599.4 ​ ​ 601.0 ​ ​ — ​ ​ — ​ 5.000% Senior Notes (less unamortized discount of $3.7 at December 31, 2024) ​ January 2035 ​ ​ 746.3 ​ ​ 731.3 ​ ​ — ​ ​ — ​ 5.375% Senior Notes (less unamortized discount of $7.8 at December 31, 2024) ​ November 2054 ​ ​ 492.2 ​ ​ 476.1 ​ ​ — ​ ​ — ​ Other debt 2025-2031 ​ 4.3 ​ ​ 4.3 ​ 9.5 ​ ​ 9.5 ​ Less: unamortized deferred debt issuance costs ​ ​ (41.8) ​ ​ — — ​ ​ (21.5) ​ ​ — — ​ Total debt ​ ​ 6,886.1 ​ ​ 6,659.0 ​ 4,337.3 ​ 4,094.8 ​ Less: current portion ​ ​ 401.7 ​ 399.7 ​ 353.8 ​ 352.2 ​ Total long-term debt ​ $ 6,484.4 ​ $ 6,259.3 ​ $ 3,983.5 ​ $ 3,742.6 ​ ​", "prior_body": "​ Revolving Credit Facility November 2026 $ — ​ $ — ​ $ — ​ $ — ​ U.S. Commercial Paper Program (less unamortized discount of nil and $1.0 at December 31, 2023 and 2022, respectively) November 2026 ​ — ​ ​ — ​ ​ 632.8 ​ ​ 632.8 ​ Euro Commercial Paper Program November 2026 ​ — ​ ​ — ​ ​ — ​ ​ — ​ Term Loan Credit Facility April 2024 ​ — ​ ​ — ​ ​ — ​ ​ — ​ 3.20% Senior Notes (less unamortized discount of nil and $0.1 at December 31, 2023 and 2022, respectively) April 2024 ​ 350.0 ​ ​ 348.4 ​ ​ 349.9 ​ ​ 342.7 ​ 2.050% Senior Notes (less unamortized discount of $0.2 and $0.3 at December 31, 2023 and 2022, respectively) March 2025 ​ 399.8 ​ ​ 386.8 ​ ​ 399.7 ​ ​ 376.3 ​ 4.750% Senior Notes (less unamortized discount of $0.9 at December 31, 2023) ​ March 2026 ​ ​ 349.1 ​ ​ 350.6 ​ ​ — ​ ​ — ​ 0.750% Euro Senior Notes (less unamortized discount of $0.9 and $1.3 at December 31, 2023 and 2022, respectively) May 2026 ​ 551.7 ​ ​ 523.4 ​ ​ 533.4 ​ ​ 491.7 ​ 2.000% Euro Senior Notes (less unamortized discount of $1.3 and $1.5 at December 31, 2023 and 2022, respectively) October 2028 ​ 551.4 ​ ​ 531.4 ​ ​ 533.2 ​ ​ 491.5 ​ 4.350% Senior Notes (less unamortized discount of $0.2 and $0.3 at December 31, 2023 and 2022, respectively) June 2029 ​ 499.8 ​ ​ 497.2 ​ ​ 499.7 ​ ​ 477.7 ​ 2.800% Senior Notes (less unamortized discount of $0.4 and $0.5 at December 31, 2023 and 2022, respectively) February 2030 ​ 899.6 ​ ​ 817.6 ​ ​ 899.5 ​ ​ 769.2 ​ 2.200% Senior Notes (less unamortized discount of $2.1 and $2.4 at December 31, 2023 and 2022, respectively) September 2031 ​ 747.9 ​ ​ 629.9 ​ ​ 747.6 ​ ​ 596.2 ​ Other debt 2024-2031 ​ 9.5 ​ ​ 9.5 ​ 6.9 ​ ​ 6.9 ​ Less: unamortized deferred debt issuance costs ​ ​ (21.5) ​ ​ — — ​ ​ (25.0) ​ ​ — — ​ Total debt ​ ​ 4,337.3 ​ ​ 4,094.8 ​ 4,577.7 ​ 4,185.0 ​ Less: current portion ​ ​ 353.8 ​ 352.2 ​ 2.7 ​ 2.7 ​ Total long-term debt ​ $ 3,983.5 ​ $ 3,742.6 ​ $ 4,575.0 ​ $ 4,182.3 ​ ​" }, { "status": "MODIFIED", "current_title": "Pillar Two Framework", "prior_title": "Pillar Two Framework", "similarity_score": 0.801, "confidence": "high", "key_changes": [ "Reworded sentence: \"The European Union (“EU”) member states have agreed to adopt these rules in two stages.\"", "Reworded sentence: \"The Company has done a preliminary review of currently enacted legislation.\"" ], "current_body": "​ 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 on 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 consolidated financial statements during the year ended December 31, 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. ​ 29 29 29 Table of ContentsResults of Operations​The following table sets forth the components of net income attributable to Amphenol Corporation as a percentage of net sales for the years indicated.​​​​​​​​​​​Year Ended December 31, ​ 2024 2023 2022 Net sales 100.0% 100.0% 100.0% Cost of sales 66.2​ 67.5​ 68.1​Acquisition-related expenses 0.8​ 0.3​ 0.2​Selling, general and administrative expenses 12.2​ 11.9​ 11.3​Operating income 20.7​ 20.4​ 20.5​Interest expense (1.4)​ (1.1)​ (1.0)​Gain on bargain purchase acquisition​ —​ —​ —​Other income (expense), net 0.5​ 0.2​ 0.1​Income before income taxes 19.8​ 19.6​ 19.5​Provision for income taxes (3.7)​ (4.1)​ (4.4)​Net income 16.0​ 15.5​ 15.2​Net income attributable to noncontrolling interests​ (0.1)​ (0.1)​ (0.1)​Net income attributable to Amphenol Corporation 15.9% 15.4% 15.1% Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​2024 Compared to 2023​Net sales were $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, representing an increase of 21% in both U.S. dollars and constant currencies, as well as 13% organically (excluding both currency and acquisition impacts), compared to the prior year. The increase in net sales in 2024 was 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, all as described below. From an end market standpoint, the increase in net sales was driven by strong organic growth in the information technology and data communications (“IT datacom”), mobile devices, commercial aerospace and defense markets and moderate organic growth in the automotive and mobile networks markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and broadband communications markets. Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation artificial intelligence-related applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics. Net sales to the industrial market increased approximately $452.1, primarily driven by contributions from acquisitions, along with growth in mass transit, battery and electric heavy vehicles, alternative energy, instrumentation and medical applications, which were partially offset by moderations in factory and building automation, transportation, oil and gas, marine and heavy equipment applications. Net sales to the commercial aerospace market increased approximately $382.9, primarily due to contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms. Net sales to the defense market increased approximately $214.0, driven by broad-based strength across nearly all defense applications, particularly space-related, avionics, communications, airframe, and ground vehicle applications, as well as contributions from acquisitions. Net sales to the automotive market increased approximately $168.3, reflecting strength in demand from power management, infotainment communications, safety and security systems and antenna and related assemblies, along with contributions from acquisitions, partially offset by moderations in electric and hybrid drive train platforms. Net sales to the mobile devices market increased approximately $131.5, driven by growth in sales in most mobile device applications, including smartphones, laptops, and wearable and hearable devices, partially offset by a moderation in tablets. Net sales to the mobile networks market increased approximately $50.2, driven primarily by contributions from acquisitions, along with growth in demand from mobile network operators and wireless equipment manufacturers. Net sales to the broadband communications market decreased approximately $65.2, driven by moderations in demand from broadband service operators.​Net sales in the Harsh Environment Solutions segment (approximately 29% of net sales) increased 25% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, in particular the CIT acquisition, along with 30 Table of Contents Table of Contents Table of Contents Results of Operations​The following table sets forth the components of net income attributable to Amphenol Corporation as a percentage of net sales for the years indicated.​​​​​​​​​​​Year Ended December 31, ​ 2024 2023 2022 Net sales 100.0% 100.0% 100.0% Cost of sales 66.2​ 67.5​ 68.1​Acquisition-related expenses 0.8​ 0.3​ 0.2​Selling, general and administrative expenses 12.2​ 11.9​ 11.3​Operating income 20.7​ 20.4​ 20.5​Interest expense (1.4)​ (1.1)​ (1.0)​Gain on bargain purchase acquisition​ —​ —​ —​Other income (expense), net 0.5​ 0.2​ 0.1​Income before income taxes 19.8​ 19.6​ 19.5​Provision for income taxes (3.7)​ (4.1)​ (4.4)​Net income 16.0​ 15.5​ 15.2​Net income attributable to noncontrolling interests​ (0.1)​ (0.1)​ (0.1)​Net income attributable to Amphenol Corporation 15.9% 15.4% 15.1% Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​2024 Compared to 2023​Net sales were $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, representing an increase of 21% in both U.S. dollars and constant currencies, as well as 13% organically (excluding both currency and acquisition impacts), compared to the prior year. The increase in net sales in 2024 was 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, all as described below. From an end market standpoint, the increase in net sales was driven by strong organic growth in the information technology and data communications (“IT datacom”), mobile devices, commercial aerospace and defense markets and moderate organic growth in the automotive and mobile networks markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and broadband communications markets. Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation artificial intelligence-related applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics. Net sales to the industrial market increased approximately $452.1, primarily driven by contributions from acquisitions, along with growth in mass transit, battery and electric heavy vehicles, alternative energy, instrumentation and medical applications, which were partially offset by moderations in factory and building automation, transportation, oil and gas, marine and heavy equipment applications. Net sales to the commercial aerospace market increased approximately $382.9, primarily due to contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms. Net sales to the defense market increased approximately $214.0, driven by broad-based strength across nearly all defense applications, particularly space-related, avionics, communications, airframe, and ground vehicle applications, as well as contributions from acquisitions. Net sales to the automotive market increased approximately $168.3, reflecting strength in demand from power management, infotainment communications, safety and security systems and antenna and related assemblies, along with contributions from acquisitions, partially offset by moderations in electric and hybrid drive train platforms. Net sales to the mobile devices market increased approximately $131.5, driven by growth in sales in most mobile device applications, including smartphones, laptops, and wearable and hearable devices, partially offset by a moderation in tablets. Net sales to the mobile networks market increased approximately $50.2, driven primarily by contributions from acquisitions, along with growth in demand from mobile network operators and wireless equipment manufacturers. Net sales to the broadband communications market decreased approximately $65.2, driven by moderations in demand from broadband service operators.​Net sales in the Harsh Environment Solutions segment (approximately 29% of net sales) increased 25% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, in particular the CIT acquisition, along with Results of Operations​The following table sets forth the components of net income attributable to Amphenol Corporation as a percentage of net sales for the years indicated.​​​​​​​​​​​Year Ended December 31, ​ 2024 2023 2022 Net sales 100.0% 100.0% 100.0% Cost of sales 66.2​ 67.5​ 68.1​Acquisition-related expenses 0.8​ 0.3​ 0.2​Selling, general and administrative expenses 12.2​ 11.9​ 11.3​Operating income 20.7​ 20.4​ 20.5​Interest expense (1.4)​ (1.1)​ (1.0)​Gain on bargain purchase acquisition​ —​ —​ —​Other income (expense), net 0.5​ 0.2​ 0.1​Income before income taxes 19.8​ 19.6​ 19.5​Provision for income taxes (3.7)​ (4.1)​ (4.4)​Net income 16.0​ 15.5​ 15.2​Net income attributable to noncontrolling interests​ (0.1)​ (0.1)​ (0.1)​Net income attributable to Amphenol Corporation 15.9% 15.4% 15.1% Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​2024 Compared to 2023​Net sales were $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, representing an increase of 21% in both U.S. dollars and constant currencies, as well as 13% organically (excluding both currency and acquisition impacts), compared to the prior year. The increase in net sales in 2024 was 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, all as described below. From an end market standpoint, the increase in net sales was driven by strong organic growth in the information technology and data communications (“IT datacom”), mobile devices, commercial aerospace and defense markets and moderate organic growth in the automotive and mobile networks markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and broadband communications markets. Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation artificial intelligence-related applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics. Net sales to the industrial market increased approximately $452.1, primarily driven by contributions from acquisitions, along with growth in mass transit, battery and electric heavy vehicles, alternative energy, instrumentation and medical applications, which were partially offset by moderations in factory and building automation, transportation, oil and gas, marine and heavy equipment applications. Net sales to the commercial aerospace market increased approximately $382.9, primarily due to contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms. Net sales to the defense market increased approximately $214.0, driven by broad-based strength across nearly all defense applications, particularly space-related, avionics, communications, airframe, and ground vehicle applications, as well as contributions from acquisitions. Net sales to the automotive market increased approximately $168.3, reflecting strength in demand from power management, infotainment communications, safety and security systems and antenna and related assemblies, along with contributions from acquisitions, partially offset by moderations in electric and hybrid drive train platforms. Net sales to the mobile devices market increased approximately $131.5, driven by growth in sales in most mobile device applications, including smartphones, laptops, and wearable and hearable devices, partially offset by a moderation in tablets. Net sales to the mobile networks market increased approximately $50.2, driven primarily by contributions from acquisitions, along with growth in demand from mobile network operators and wireless equipment manufacturers. Net sales to the broadband communications market decreased approximately $65.2, driven by moderations in demand from broadband service operators.​Net sales in the Harsh Environment Solutions segment (approximately 29% of net sales) increased 25% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, in particular the CIT acquisition, along with", "prior_body": "​ 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 with the first component effective on January 1, 2024, while the second component will be 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 and does not expect the initial implementation to materially impact future results. However, the Company will continue to evaluate the potential impact of Pillar Two on the Company and its future results, as additional countries adopt legislation and issue individual guidance on their enacted legislation. ​ 28 28 28 Table of ContentsResults of Operations​The following table sets forth the components of net income attributable to Amphenol Corporation as a percentage of net sales for the years indicated.​​​​​​​​​​​Year Ended December 31, ​ 2023 2022 2021 Net sales 100.0% 100.0% 100.0% Cost of sales 67.5​ 68.1​ 68.7​Acquisition-related expenses 0.3​ 0.2​ 0.6​Selling, general and administrative expenses 11.9​ 11.3​ 11.3​Operating income 20.4​ 20.5​ 19.4​Interest expense (1.1)​ (1.0)​ (1.1)​Gain on bargain purchase acquisition​ —​ —​ —​Other income (expense), net 0.2​ 0.1​ —​Income from continuing operations before income taxes 19.6​ 19.5​ 18.3​Provision for income taxes (4.1)​ (4.4)​ (3.8)​Net income from continuing operations 15.5​ 15.2​ 14.5​Net income from continuing operations attributable to noncontrolling interests​ (0.1)​ (0.1)​ (0.1)​Net income from continuing operations attributable to Amphenol Corporation​ 15.4​ 15.1​ 14.4​Income from discontinued operations attributable to Amphenol Corporation —​ —​ 0.2​Net income attributable to Amphenol Corporation 15.4% 15.1% 14.6% Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​2023 Compared to 2022​Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended December 31, 2022, which represented a decrease of 1% in U.S. dollars and 3% organically (excluding both currency and acquisition impacts), while flat in constant currencies compared to the prior year. The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below. From an end market standpoint, the decrease in net sales was driven by organic declines in the information technology and data communications (“IT datacom”), mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains. Net sales to the defense market increased approximately $237.6, driven by broad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters, communications, and space-related applications, as well as contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes. Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications. Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications. Net sales to the mobile networks market decreased approximately $163.9, driven by broad-based moderations in demand from mobile network operators and wireless equipment manufacturers, partially offset by contributions from acquisitions. Net sales to the mobile devices market decreased approximately $161.5, driven by declines in sales in laptops, wearable devices, tablets and production-related products, partially offset by growth in smartphones. Net sales to the broadband communications market decreased approximately $46.4, driven by moderations in demand from broadband service operators.​Net sales in the Harsh Environment Solutions segment (approximately 28% of net sales) increased 14% in U.S. dollars, 14% in constant currencies and 9% organically, in 2023, compared to 2022. The sales growth in 2023 was primarily driven by strong organic growth in the defense, commercial aerospace, automotive and IT datacom markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and mobile networks markets.​29 Table of Contents Table of Contents Table of Contents Results of Operations​The following table sets forth the components of net income attributable to Amphenol Corporation as a percentage of net sales for the years indicated.​​​​​​​​​​​Year Ended December 31, ​ 2023 2022 2021 Net sales 100.0% 100.0% 100.0% Cost of sales 67.5​ 68.1​ 68.7​Acquisition-related expenses 0.3​ 0.2​ 0.6​Selling, general and administrative expenses 11.9​ 11.3​ 11.3​Operating income 20.4​ 20.5​ 19.4​Interest expense (1.1)​ (1.0)​ (1.1)​Gain on bargain purchase acquisition​ —​ —​ —​Other income (expense), net 0.2​ 0.1​ —​Income from continuing operations before income taxes 19.6​ 19.5​ 18.3​Provision for income taxes (4.1)​ (4.4)​ (3.8)​Net income from continuing operations 15.5​ 15.2​ 14.5​Net income from continuing operations attributable to noncontrolling interests​ (0.1)​ (0.1)​ (0.1)​Net income from continuing operations attributable to Amphenol Corporation​ 15.4​ 15.1​ 14.4​Income from discontinued operations attributable to Amphenol Corporation —​ —​ 0.2​Net income attributable to Amphenol Corporation 15.4% 15.1% 14.6% Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​2023 Compared to 2022​Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended December 31, 2022, which represented a decrease of 1% in U.S. dollars and 3% organically (excluding both currency and acquisition impacts), while flat in constant currencies compared to the prior year. The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below. From an end market standpoint, the decrease in net sales was driven by organic declines in the information technology and data communications (“IT datacom”), mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains. Net sales to the defense market increased approximately $237.6, driven by broad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters, communications, and space-related applications, as well as contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes. Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications. Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications. Net sales to the mobile networks market decreased approximately $163.9, driven by broad-based moderations in demand from mobile network operators and wireless equipment manufacturers, partially offset by contributions from acquisitions. Net sales to the mobile devices market decreased approximately $161.5, driven by declines in sales in laptops, wearable devices, tablets and production-related products, partially offset by growth in smartphones. Net sales to the broadband communications market decreased approximately $46.4, driven by moderations in demand from broadband service operators.​Net sales in the Harsh Environment Solutions segment (approximately 28% of net sales) increased 14% in U.S. dollars, 14% in constant currencies and 9% organically, in 2023, compared to 2022. The sales growth in 2023 was primarily driven by strong organic growth in the defense, commercial aerospace, automotive and IT datacom markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and mobile networks markets.​" }, { "status": "MODIFIED", "current_title": "Revolving Credit Facility", "prior_title": "Revolving Credit Facility", "similarity_score": 0.787, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ On March 21, 2024, the Company entered into a third amended and restated credit agreement, which amended and restated its $2,500.0 unsecured revolving credit facility, increasing the lenders’ aggregate unsecured revolving commitments under the facility by $500.0 to $3,000.0 (the “Revolving Credit Facility”).\"" ], "current_body": "​ On March 21, 2024, the Company entered into a third amended and restated credit agreement, which amended and restated its $2,500.0 unsecured revolving credit facility, increasing the lenders’ aggregate unsecured revolving commitments under the facility by $500.0 to $3,000.0 (the “Revolving Credit Facility”). The Revolving Credit Facility matures in March 2029 and gives the Company and certain of its subsidiaries the ability to borrow, in various currencies, at a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates, in the case of U.S. dollar borrowings, are either the base rate or the adjusted term Secured Overnight 67 67 67", "prior_body": "​ The Company has an amended and restated $2,500.0 unsecured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures in November 2026 and gives the Company the ability to borrow, in various currencies, at a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured 65 65 65" }, { "status": "MODIFIED", "current_title": "Derivative Financial Instruments", "prior_title": "Derivative Financial Instruments", "similarity_score": 0.787, "confidence": "high", "key_changes": [ "Reworded sentence: \"As of December 31, 2024, the Company does not have any significant concentration of exposure with any one counterparty.\"", "Reworded sentence: \"​ Cash Flow Hedges ​ From time to time, the Company utilizes derivative financial instruments in the management of interest rate and foreign currency exposures.\"", "Reworded sentence: \"As of December 31, 2024 and 2023, there were no outstanding cash flow hedge contracts.\"", "Reworded sentence: \"64 64 64 Table of ContentsCash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Net Investment Hedges​The Company is exposed to variability in the U.S.\"", "Reworded sentence: \"As of December 31, 2024 and 2023, there were no outstanding net investment hedge contracts, and, as such, the aggregate notional value of our outstanding net investment hedge contracts was nil.\"" ], "current_body": "​ The Company records each of its derivatives at fair value within the accompanying Consolidated Balance Sheets, and the respective accounting treatment for each derivative is based on its hedge designation. We do not enter into derivative financial instruments for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2024, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 5 herein for further discussion of our derivative financial instruments. ​ Cash Flow Hedges ​ From time to time, the Company utilizes derivative financial instruments in the management of interest rate and foreign currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of December 31, 2024 and 2023, there were no outstanding cash flow hedge contracts. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with that of the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. 64 64 64 Table of ContentsCash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Net Investment Hedges​The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our foreign subsidiaries and, by extension, the U.S. dollar equivalent of any foreign earnings repatriated to the U.S. due to potential changes in foreign currency exchange rates. As a result, from time to time, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024 and 2023, there were no outstanding net investment hedge contracts, and, as such, the aggregate notional value of our outstanding net investment hedge contracts was nil. For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The gain or loss will be subsequently reclassified into net earnings if the net investment in the hedged foreign operation is either sold or substantially liquidated. Cash flows associated with net investment hedges are classified and reported within investing activities in the Consolidated Statements of Cash Flow. Cash flows associated with net investment hedges were not material for the years ended December 31, 2024, 2023 and 2022.​Non-Designated Derivatives​The Company enters into certain derivative financial instruments, from time to time, that are not designated as hedging instruments. The Company enters into such foreign exchange forward contracts to reduce and minimize the impact of foreign currency fluctuations arising from the change in fair value of certain foreign currency denominated assets and liabilities. These non-designated derivative instruments are adjusted to fair value each period through earnings, within the financial statement line item to which the derivative instrument relates. For each of the three years ended December 31, 2024, such non-designated derivative instruments, including their impact to the Consolidated Statements of Income, were not material to the Company. Cash flows associated with non-designated hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Recent Accounting Pronouncements​In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends ASC 280. The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses by requiring entities to disclose on an annual and interim basis: (i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss. Furthermore, entities will be required to: (i) provide all annual disclosures about a segment’s profit or loss and assets currently required under ASC 280 on an interim basis as well, (ii) clarify that an entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, and (iii) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. As part of this Annual Report, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented. Refer to Note 13 herein for further details regarding this adoption.​In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The intent of ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are required to pay. Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow 65 Table of Contents Table of Contents Table of Contents Cash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Net Investment Hedges​The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our foreign subsidiaries and, by extension, the U.S. dollar equivalent of any foreign earnings repatriated to the U.S. due to potential changes in foreign currency exchange rates. As a result, from time to time, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024 and 2023, there were no outstanding net investment hedge contracts, and, as such, the aggregate notional value of our outstanding net investment hedge contracts was nil. For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The gain or loss will be subsequently reclassified into net earnings if the net investment in the hedged foreign operation is either sold or substantially liquidated. Cash flows associated with net investment hedges are classified and reported within investing activities in the Consolidated Statements of Cash Flow. Cash flows associated with net investment hedges were not material for the years ended December 31, 2024, 2023 and 2022.​Non-Designated Derivatives​The Company enters into certain derivative financial instruments, from time to time, that are not designated as hedging instruments. The Company enters into such foreign exchange forward contracts to reduce and minimize the impact of foreign currency fluctuations arising from the change in fair value of certain foreign currency denominated assets and liabilities. These non-designated derivative instruments are adjusted to fair value each period through earnings, within the financial statement line item to which the derivative instrument relates. For each of the three years ended December 31, 2024, such non-designated derivative instruments, including their impact to the Consolidated Statements of Income, were not material to the Company. Cash flows associated with non-designated hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Recent Accounting Pronouncements​In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends ASC 280. The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses by requiring entities to disclose on an annual and interim basis: (i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss. Furthermore, entities will be required to: (i) provide all annual disclosures about a segment’s profit or loss and assets currently required under ASC 280 on an interim basis as well, (ii) clarify that an entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, and (iii) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. As part of this Annual Report, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented. Refer to Note 13 herein for further details regarding this adoption.​In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The intent of ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are required to pay. Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow Cash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Net Investment Hedges​The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our foreign subsidiaries and, by extension, the U.S. dollar equivalent of any foreign earnings repatriated to the U.S. due to potential changes in foreign currency exchange rates. As a result, from time to time, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024 and 2023, there were no outstanding net investment hedge contracts, and, as such, the aggregate notional value of our outstanding net investment hedge contracts was nil. For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The gain or loss will be subsequently reclassified into net earnings if the net investment in the hedged foreign operation is either sold or substantially liquidated. Cash flows associated with net investment hedges are classified and reported within investing activities in the Consolidated Statements of Cash Flow. Cash flows associated with net investment hedges were not material for the years ended December 31, 2024, 2023 and 2022.​Non-Designated Derivatives​The Company enters into certain derivative financial instruments, from time to time, that are not designated as hedging instruments. The Company enters into such foreign exchange forward contracts to reduce and minimize the impact of foreign currency fluctuations arising from the change in fair value of certain foreign currency denominated assets and liabilities. These non-designated derivative instruments are adjusted to fair value each period through earnings, within the financial statement line item to which the derivative instrument relates. For each of the three years ended December 31, 2024, such non-designated derivative instruments, including their impact to the Consolidated Statements of Income, were not material to the Company. Cash flows associated with non-designated hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Recent Accounting Pronouncements​In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends ASC 280. The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses by requiring entities to disclose on an annual and interim basis: (i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss. Furthermore, entities will be required to: (i) provide all annual disclosures about a segment’s profit or loss and assets currently required under ASC 280 on an interim basis as well, (ii) clarify that an entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, and (iii) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. As part of this Annual Report, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented. Refer to Note 13 herein for further details regarding this adoption.​In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The intent of ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are required to pay. Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow Cash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item. ​ Net Investment Hedges ​ The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our foreign subsidiaries and, by extension, the U.S. dollar equivalent of any foreign earnings repatriated to the U.S. due to potential changes in foreign currency exchange rates. As a result, from time to time, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024 and 2023, there were no outstanding net investment hedge contracts, and, as such, the aggregate notional value of our outstanding net investment hedge contracts was nil. For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The gain or loss will be subsequently reclassified into net earnings if the net investment in the hedged foreign operation is either sold or substantially liquidated. Cash flows associated with net investment hedges are classified and reported within investing activities in the Consolidated Statements of Cash Flow. Cash flows associated with net investment hedges were not material for the years ended December 31, 2024, 2023 and 2022. ​ Non-Designated Derivatives ​ The Company enters into certain derivative financial instruments, from time to time, that are not designated as hedging instruments. The Company enters into such foreign exchange forward contracts to reduce and minimize the impact of foreign currency fluctuations arising from the change in fair value of certain foreign currency denominated assets and liabilities. These non-designated derivative instruments are adjusted to fair value each period through earnings, within the financial statement line item to which the derivative instrument relates. For each of the three years ended December 31, 2024, such non-designated derivative instruments, including their impact to the Consolidated Statements of Income, were not material to the Company. Cash flows associated with non-designated hedges are classified and reported consistent with the cash flows associated with the underlying hedged item. ​", "prior_body": "​ The Company records each of its derivatives at fair value within the accompanying Consolidated Balance Sheets, and the respective accounting treatment for each derivative is based on its hedge designation. We do not enter into derivative financial instruments for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2023, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 5 herein for further discussion of our derivative financial instruments. ​ 62 62 62 Table of ContentsCash Flow Hedges​From time to time, the Company utilizes derivative financial instruments in the management of interest rate and foreign currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of December 31, 2023 and 2022, there were no outstanding cash flow hedge contracts. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with that of the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. Cash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Net Investment Hedges​The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our foreign subsidiaries and, by extension, the U.S. dollar equivalent of any foreign earnings repatriated to the U.S. due to potential changes in foreign currency exchange rates. As a result, from time to time, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2023, there were no outstanding net investment hedge contracts. As of December 31, 2023 and 2022, the aggregate notional value of our outstanding net investment hedge contracts was nil and $75, respectively. For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The gain or loss will be subsequently reclassified into net earnings if the net investment in the hedged foreign operation is either sold or substantially liquidated. Cash flows associated with net investment hedges are classified and reported within investing activities in the Consolidated Statements of Cash Flow. Cash flows associated with our net investment hedges were not material for the years ended December 31, 2023, 2022 and 2021.​Non-Designated Derivatives​The Company enters into certain derivative financial instruments, from time to time, that are not designated as hedging instruments. The Company enters into such foreign exchange forward contracts to reduce and minimize the impact of foreign currency fluctuations arising from the change in fair value of certain foreign currency denominated assets and liabilities. These non-designated derivative instruments are adjusted to fair value each period through earnings, within the financial statement line item to which the derivative instrument relates. For each of the three years ended December 31, 2023, such non-designated derivative instruments, including their impact to the Consolidated Statements of Income, were not material to the Company. Cash flows associated with non-designated hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Recent Accounting Pronouncements​In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which amends ASC 805 by requiring acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. The intent of ASU 2021-08 is to address diversity in practice and improve comparability for both the recognition and measurement of acquired revenue contracts by providing (i) guidance on how to determine whether a contract liability is recognized by the acquirer in a business combination and (ii) specific guidance on how to recognize and measure contract assets and contract liabilities from revenue contracts in a business combination. ASU 2021-08 and its amendments were effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, and the amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company adopted ASU 2021-08 on January 1, 2023. ASU 2021-08 did not have a material impact on our acquisitions during 2023, and its impact on our financial condition, results of operations or cash flows going forward will be dependent upon the nature of any future business combinations.​In September 2022, the FASB issued ASU No. 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”), which amends ASC 405 by requiring 63 Table of Contents Table of Contents Table of Contents Cash Flow Hedges​From time to time, the Company utilizes derivative financial instruments in the management of interest rate and foreign currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of December 31, 2023 and 2022, there were no outstanding cash flow hedge contracts. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with that of the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. Cash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Net Investment Hedges​The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our foreign subsidiaries and, by extension, the U.S. dollar equivalent of any foreign earnings repatriated to the U.S. due to potential changes in foreign currency exchange rates. As a result, from time to time, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2023, there were no outstanding net investment hedge contracts. As of December 31, 2023 and 2022, the aggregate notional value of our outstanding net investment hedge contracts was nil and $75, respectively. For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The gain or loss will be subsequently reclassified into net earnings if the net investment in the hedged foreign operation is either sold or substantially liquidated. Cash flows associated with net investment hedges are classified and reported within investing activities in the Consolidated Statements of Cash Flow. Cash flows associated with our net investment hedges were not material for the years ended December 31, 2023, 2022 and 2021.​Non-Designated Derivatives​The Company enters into certain derivative financial instruments, from time to time, that are not designated as hedging instruments. The Company enters into such foreign exchange forward contracts to reduce and minimize the impact of foreign currency fluctuations arising from the change in fair value of certain foreign currency denominated assets and liabilities. These non-designated derivative instruments are adjusted to fair value each period through earnings, within the financial statement line item to which the derivative instrument relates. For each of the three years ended December 31, 2023, such non-designated derivative instruments, including their impact to the Consolidated Statements of Income, were not material to the Company. Cash flows associated with non-designated hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.​Recent Accounting Pronouncements​In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which amends ASC 805 by requiring acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. The intent of ASU 2021-08 is to address diversity in practice and improve comparability for both the recognition and measurement of acquired revenue contracts by providing (i) guidance on how to determine whether a contract liability is recognized by the acquirer in a business combination and (ii) specific guidance on how to recognize and measure contract assets and contract liabilities from revenue contracts in a business combination. ASU 2021-08 and its amendments were effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, and the amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company adopted ASU 2021-08 on January 1, 2023. ASU 2021-08 did not have a material impact on our acquisitions during 2023, and its impact on our financial condition, results of operations or cash flows going forward will be dependent upon the nature of any future business combinations.​In September 2022, the FASB issued ASU No. 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”), which amends ASC 405 by requiring Cash Flow Hedges ​ From time to time, the Company utilizes derivative financial instruments in the management of interest rate and foreign currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of December 31, 2023 and 2022, there were no outstanding cash flow hedge contracts. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with that of the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. Cash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item. ​ Net Investment Hedges ​ The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our foreign subsidiaries and, by extension, the U.S. dollar equivalent of any foreign earnings repatriated to the U.S. due to potential changes in foreign currency exchange rates. As a result, from time to time, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2023, there were no outstanding net investment hedge contracts. As of December 31, 2023 and 2022, the aggregate notional value of our outstanding net investment hedge contracts was nil and $75, respectively. For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The gain or loss will be subsequently reclassified into net earnings if the net investment in the hedged foreign operation is either sold or substantially liquidated. Cash flows associated with net investment hedges are classified and reported within investing activities in the Consolidated Statements of Cash Flow. Cash flows associated with our net investment hedges were not material for the years ended December 31, 2023, 2022 and 2021. ​ Non-Designated Derivatives ​ The Company enters into certain derivative financial instruments, from time to time, that are not designated as hedging instruments. The Company enters into such foreign exchange forward contracts to reduce and minimize the impact of foreign currency fluctuations arising from the change in fair value of certain foreign currency denominated assets and liabilities. These non-designated derivative instruments are adjusted to fair value each period through earnings, within the financial statement line item to which the derivative instrument relates. For each of the three years ended December 31, 2023, such non-designated derivative instruments, including their impact to the Consolidated Statements of Income, were not material to the Company. Cash flows associated with non-designated hedges are classified and reported consistent with the cash flows associated with the underlying hedged item. ​" }, { "status": "MODIFIED", "current_title": "December 31,", "prior_title": "December 31,", "similarity_score": 0.785, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ ​ 2024 2023 Land and improvements ​ $ 47.7 ​ $ 33.9 Buildings and improvements ​ 543.0 ​ 483.9 Machinery and equipment ​ 3,042.8 ​ 2,628.4 Office equipment and other ​ 542.6 ​ 430.3 ​ ​ 4,176.1 ​ 3,576.5 Accumulated depreciation ​ (2,464.3) ​ (2,261.8) ​ ​ $ 1,711.8 ​ $ 1,314.7 ​ Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $390.6, $313.7 and $306.1, respectively.\"" ], "current_body": "​ ​ 2024 2023 ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 3,317.0 ​ $ 1,475.0 ​ Short-term investments ​ 18.4 ​ 185.2 ​ Total cash, cash equivalents and short-term investments ​ 3,335.4 ​ 1,660.2 ​ Accounts receivable, less allowance for doubtful accounts of $66.5 and $68.4, respectively ​ 3,287.9 ​ 2,618.4 ​ Inventories ​ 2,545.7 ​ 2,167.1 ​ Prepaid expenses and other current assets ​ 517.0 ​ 389.6 ​ Total current assets ​ 9,686.0 ​ 6,835.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 1,711.8 ​ 1,314.7 ​ Goodwill ​ ​ 8,236.2 ​ ​ 7,092.4 ​ Other intangible assets, net ​ 1,225.1 ​ 834.8 ​ Other long-term assets ​ ​ 581.1 ​ ​ 449.2 ​ Total Assets ​ $ 21,440.2 ​ $ 16,526.4 ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "​ ​ 2023 2022 ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,475.0 ​ $ 1,373.1 ​ Short-term investments ​ 185.2 ​ 61.1 ​ Total cash, cash equivalents and short-term investments ​ 1,660.2 ​ 1,434.2 ​ Accounts receivable, less allowance for doubtful accounts of $68.4 and $63.9, respectively ​ 2,618.4 ​ 2,631.3 ​ Inventories ​ 2,167.1 ​ 2,093.6 ​ Prepaid expenses and other current assets ​ 389.6 ​ 320.0 ​ Total current assets ​ 6,835.3 ​ 6,479.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 1,314.7 ​ 1,204.3 ​ Goodwill ​ ​ 7,092.4 ​ ​ 6,446.1 ​ Other intangible assets, net ​ 834.8 ​ 734.1 ​ Other long-term assets ​ ​ 449.2 ​ ​ 462.6 ​ Total Assets ​ $ 16,526.4 ​ $ 15,326.2 ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "Stock Performance Graph", "prior_title": "Repurchase of Equity Securities", "similarity_score": 0.767, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2024 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S.\"" ], "current_body": "​ The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2024 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common Stock and each index on December 31, 2019, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance. ​ ​ 24 24 24 Table of ContentsDividends​Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.​The following table sets forth the dividends declared per common share during each quarter of 2024 and 2023:​​​​​​​​​ 2024 2023First Quarter​$ 0.11​$ 0.105Second Quarter​ 0.11​ 0.105Third Quarter​ 0.165​ 0.105Fourth Quarter​ 0.165​ 0.11Total​$ 0.55​$ 0.425​Dividends declared and paid for the years ended December 31, 2024 and 2023 (in millions) were as follows:​​​​​​​​​​2024 2023Dividends declared​$ 662.9​$ 507.4Dividends paid (including those declared in the prior year)​ 595.1​ 500.6​Amphenol has a history of paying quarterly cash dividends. While the Company currently expects a cash dividend to be paid in the future, future dividend payments remain within the discretion of the Board and are dependent on our financial results, liquidity, capital requirements, financial condition, compliance with financial covenants and requirements, and other factors considered relevant by the Board. ​Repurchase of Equity Securities​On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion 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 and year ended December 31, 2024, the Company repurchased 2.4 million and 7.0 million shares of its Common Stock for $168.9 million and $463.7 million, respectively, under the 2024 Stock Repurchase Program. Of the total repurchases made in 2024, 4.2 million shares, or $287.5 million, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase. From January 1, 2025 to January 31, 2025, the Company repurchased 0.7 million additional shares of its Common Stock for $50.7 million, and, as of February 1, 2025, the Company has remaining authorization to purchase up to $1,485.6 million 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.​On April 27, 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $2.0 billion of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the year ended December 31, 2024, the Company repurchased 4.1 million shares of its Common Stock for $225.6 million under the 2021 Stock Repurchase Program. All of the repurchased shares under the 2021 Stock Repurchase Program during 2024 have been retired by the Company. As a result of these repurchases, the Company completed all repurchases authorized under the 2021 Stock Repurchase Program, and, therefore, the 2021 Stock Repurchase Program has terminated.​25 Table of Contents Table of Contents Table of Contents Dividends​Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.​The following table sets forth the dividends declared per common share during each quarter of 2024 and 2023:​​​​​​​​​ 2024 2023First Quarter​$ 0.11​$ 0.105Second Quarter​ 0.11​ 0.105Third Quarter​ 0.165​ 0.105Fourth Quarter​ 0.165​ 0.11Total​$ 0.55​$ 0.425​Dividends declared and paid for the years ended December 31, 2024 and 2023 (in millions) were as follows:​​​​​​​​​​2024 2023Dividends declared​$ 662.9​$ 507.4Dividends paid (including those declared in the prior year)​ 595.1​ 500.6​Amphenol has a history of paying quarterly cash dividends. While the Company currently expects a cash dividend to be paid in the future, future dividend payments remain within the discretion of the Board and are dependent on our financial results, liquidity, capital requirements, financial condition, compliance with financial covenants and requirements, and other factors considered relevant by the Board. ​Repurchase of Equity Securities​On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion 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 and year ended December 31, 2024, the Company repurchased 2.4 million and 7.0 million shares of its Common Stock for $168.9 million and $463.7 million, respectively, under the 2024 Stock Repurchase Program. Of the total repurchases made in 2024, 4.2 million shares, or $287.5 million, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase. From January 1, 2025 to January 31, 2025, the Company repurchased 0.7 million additional shares of its Common Stock for $50.7 million, and, as of February 1, 2025, the Company has remaining authorization to purchase up to $1,485.6 million 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.​On April 27, 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $2.0 billion of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the year ended December 31, 2024, the Company repurchased 4.1 million shares of its Common Stock for $225.6 million under the 2021 Stock Repurchase Program. All of the repurchased shares under the 2021 Stock Repurchase Program during 2024 have been retired by the Company. As a result of these repurchases, the Company completed all repurchases authorized under the 2021 Stock Repurchase Program, and, therefore, the 2021 Stock Repurchase Program has terminated.​ Dividends​Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.​The following table sets forth the dividends declared per common share during each quarter of 2024 and 2023:​​​​​​​​​ 2024 2023First Quarter​$ 0.11​$ 0.105Second Quarter​ 0.11​ 0.105Third Quarter​ 0.165​ 0.105Fourth Quarter​ 0.165​ 0.11Total​$ 0.55​$ 0.425​Dividends declared and paid for the years ended December 31, 2024 and 2023 (in millions) were as follows:​​​​​​​​​​2024 2023Dividends declared​$ 662.9​$ 507.4Dividends paid (including those declared in the prior year)​ 595.1​ 500.6​Amphenol has a history of paying quarterly cash dividends. While the Company currently expects a cash dividend to be paid in the future, future dividend payments remain within the discretion of the Board and are dependent on our financial results, liquidity, capital requirements, financial condition, compliance with financial covenants and requirements, and other factors considered relevant by the Board. ​Repurchase of Equity Securities​On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion 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 and year ended December 31, 2024, the Company repurchased 2.4 million and 7.0 million shares of its Common Stock for $168.9 million and $463.7 million, respectively, under the 2024 Stock Repurchase Program. Of the total repurchases made in 2024, 4.2 million shares, or $287.5 million, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase. From January 1, 2025 to January 31, 2025, the Company repurchased 0.7 million additional shares of its Common Stock for $50.7 million, and, as of February 1, 2025, the Company has remaining authorization to purchase up to $1,485.6 million 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.​On April 27, 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $2.0 billion of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the year ended December 31, 2024, the Company repurchased 4.1 million shares of its Common Stock for $225.6 million under the 2021 Stock Repurchase Program. All of the repurchased shares under the 2021 Stock Repurchase Program during 2024 have been retired by the Company. As a result of these repurchases, the Company completed all repurchases authorized under the 2021 Stock Repurchase Program, and, therefore, the 2021 Stock Repurchase Program has terminated.​ Dividends ​ Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. ​ The following table sets forth the dividends declared per common share during each quarter of 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 First Quarter ​ $ 0.11 ​ $ 0.105 Second Quarter ​ 0.11 ​ 0.105 Third Quarter ​ 0.165 ​ 0.105 Fourth Quarter ​ 0.165 ​ 0.11 Total ​ $ 0.55 ​ $ 0.425 ​ Dividends declared and paid for the years ended December 31, 2024 and 2023 (in millions) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Dividends declared ​ $ 662.9 ​ $ 507.4 Dividends paid (including those declared in the prior year) ​ 595.1 ​ 500.6 ​ Amphenol has a history of paying quarterly cash dividends. While the Company currently expects a cash dividend to be paid in the future, future dividend payments remain within the discretion of the Board and are dependent on our financial results, liquidity, capital requirements, financial condition, compliance with financial covenants and requirements, and other factors considered relevant by the Board. ​", "prior_body": "​ On April 27, 2021, the Board authorized a stock repurchase program under which the Company may purchase up to $2.0 billion of the Company’s Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the three months and year ended December 31, 2023, the Company repurchased 1.3 million and 7.2 million shares of its Common Stock for $115.3 million and $585.1 million, respectively, under the 2021 Stock Repurchase Program. Of the total repurchases made in 2023, 5.5 million shares, or $435.8 million, have been retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase. From January 1, 2024 through January 31, 2024, the Company did not repurchase any additional shares of its Common Stock, and, as of February 1, 2024, the Company has remaining authorization to purchase up to $226.5 million of its Common Stock under the 2021 Stock Repurchase Program. The timing and amount of any future purchases 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. ​ The Company’s stock repurchases during the three months and year ended December 31, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "We may be negatively impacted by adverse public health developments, including epidemics and pandemics.", "prior_title": "The Company and certain of its suppliers and customers have experienced difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components is increasing.", "similarity_score": 0.763, "confidence": "high", "key_changes": [ "Reworded sentence: \"​ Any outbreaks of contagious diseases and other adverse public health developments in countries where we operate could have a material and adverse effect on our business, operations, financial condition, liquidity and results of operations.\"", "Reworded sentence: \"Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our ability to deliver products to our customers.\"", "Reworded sentence: \"Globally, there continues to be an elevated volume of cyber threats, exploitation of previously unknown software vulnerabilities, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence.\"", "Reworded sentence: \"​14 Table of Contents Table of Contents Table of Contents and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.\"", "Reworded sentence: \"Globally, there continues to be an elevated volume of cyber threats, exploitation of previously unknown software vulnerabilities, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence.\"" ], "current_body": "​ Any outbreaks of contagious diseases and other adverse public health developments in countries where we operate could have a material and adverse effect on our business, operations, financial condition, liquidity and results of operations. This was particularly evident during the COVID-19 pandemic, which resulted in disruptions to our offices 13 13 13 Table of Contentsand manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers. These disruptions included government regulations that inhibited our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, supply chain interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers. Future disruptions from similar harmful public health developments could have a material adverse impact on our business, operations, financial condition, liquidity and results of operations.​The Company and certain of its suppliers and customers have experienced, and may in the future experience, difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components may increase.​The Company uses basic materials like aluminum, steel, copper, titanium, metal alloys, gold, silver, palladium and plastic resins in its manufacturing processes as well as a variety of components and relies on third-party suppliers to secure these materials and components. In the past, prices for these and certain other basic materials have experienced significant volatility. While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, it has, from time to time, experienced certain difficulties, and inflationary pressures and increased commodity prices may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components. Moreover, the Company may not be able to pass along any increased raw material or component prices to its customers and may not be able to procure and obtain sufficient quantities of raw materials and components in a timely manner and at acceptable prices from our suppliers. In limited instances, we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers. Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our ability to deliver products to our customers. The cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as trade tariffs and import restrictions, as well as pandemics and epidemics, which may, in turn, negatively impact our results of operations and financial condition.​Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties.​We rely on information technology systems provided by third-party providers and our own information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems. These threats may arise from diverse threat actors such as state-sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks. Cyberattacks continue to expand and evolve, making it difficult to detect and prevent such threats from impacting the Company. Globally, there continues to be an elevated volume of cyber threats, exploitation of previously unknown software vulnerabilities, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. The proliferation of Internet of Things (“IoT”) devices and Operational Technology (“OT”) systems has expanded the potential points of entry for an unauthorized user to access a system or network. Threat actors are targeting IoT and OT systems to disrupt critical infrastructure or gain lateral access to corporate networks. In addition, the rise of AI and machine learning has led to more sophisticated and deceptive attacks. Cybercriminals are increasingly using AI-generated deepfake videos, audio and text to deceive individuals and organizations. These attacks can be used for impersonation in social engineering and fraud. Attackers can manipulate systems in new ways and more easily perform functions at scale. As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business. ​In addition, global remote working dynamics continue to present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks. Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee. ​14 Table of Contents Table of Contents Table of Contents and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers. These disruptions included government regulations that inhibited our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, supply chain interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers. Future disruptions from similar harmful public health developments could have a material adverse impact on our business, operations, financial condition, liquidity and results of operations.​The Company and certain of its suppliers and customers have experienced, and may in the future experience, difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components may increase.​The Company uses basic materials like aluminum, steel, copper, titanium, metal alloys, gold, silver, palladium and plastic resins in its manufacturing processes as well as a variety of components and relies on third-party suppliers to secure these materials and components. In the past, prices for these and certain other basic materials have experienced significant volatility. While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, it has, from time to time, experienced certain difficulties, and inflationary pressures and increased commodity prices may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components. Moreover, the Company may not be able to pass along any increased raw material or component prices to its customers and may not be able to procure and obtain sufficient quantities of raw materials and components in a timely manner and at acceptable prices from our suppliers. In limited instances, we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers. Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our ability to deliver products to our customers. The cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as trade tariffs and import restrictions, as well as pandemics and epidemics, which may, in turn, negatively impact our results of operations and financial condition.​Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties.​We rely on information technology systems provided by third-party providers and our own information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems. These threats may arise from diverse threat actors such as state-sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks. Cyberattacks continue to expand and evolve, making it difficult to detect and prevent such threats from impacting the Company. Globally, there continues to be an elevated volume of cyber threats, exploitation of previously unknown software vulnerabilities, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. The proliferation of Internet of Things (“IoT”) devices and Operational Technology (“OT”) systems has expanded the potential points of entry for an unauthorized user to access a system or network. Threat actors are targeting IoT and OT systems to disrupt critical infrastructure or gain lateral access to corporate networks. In addition, the rise of AI and machine learning has led to more sophisticated and deceptive attacks. Cybercriminals are increasingly using AI-generated deepfake videos, audio and text to deceive individuals and organizations. These attacks can be used for impersonation in social engineering and fraud. Attackers can manipulate systems in new ways and more easily perform functions at scale. As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business. ​In addition, global remote working dynamics continue to present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks. Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee. ​ and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers. These disruptions included government regulations that inhibited our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, supply chain interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers. Future disruptions from similar harmful public health developments could have a material adverse impact on our business, operations, financial condition, liquidity and results of operations.​The Company and certain of its suppliers and customers have experienced, and may in the future experience, difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components may increase.​The Company uses basic materials like aluminum, steel, copper, titanium, metal alloys, gold, silver, palladium and plastic resins in its manufacturing processes as well as a variety of components and relies on third-party suppliers to secure these materials and components. In the past, prices for these and certain other basic materials have experienced significant volatility. While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, it has, from time to time, experienced certain difficulties, and inflationary pressures and increased commodity prices may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components. Moreover, the Company may not be able to pass along any increased raw material or component prices to its customers and may not be able to procure and obtain sufficient quantities of raw materials and components in a timely manner and at acceptable prices from our suppliers. In limited instances, we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers. Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our ability to deliver products to our customers. The cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as trade tariffs and import restrictions, as well as pandemics and epidemics, which may, in turn, negatively impact our results of operations and financial condition.​Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties.​We rely on information technology systems provided by third-party providers and our own information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems. These threats may arise from diverse threat actors such as state-sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks. Cyberattacks continue to expand and evolve, making it difficult to detect and prevent such threats from impacting the Company. Globally, there continues to be an elevated volume of cyber threats, exploitation of previously unknown software vulnerabilities, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. The proliferation of Internet of Things (“IoT”) devices and Operational Technology (“OT”) systems has expanded the potential points of entry for an unauthorized user to access a system or network. Threat actors are targeting IoT and OT systems to disrupt critical infrastructure or gain lateral access to corporate networks. In addition, the rise of AI and machine learning has led to more sophisticated and deceptive attacks. Cybercriminals are increasingly using AI-generated deepfake videos, audio and text to deceive individuals and organizations. These attacks can be used for impersonation in social engineering and fraud. Attackers can manipulate systems in new ways and more easily perform functions at scale. As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business. ​In addition, global remote working dynamics continue to present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks. Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee. ​ and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers. These disruptions included government regulations that inhibited our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, supply chain interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers. Future disruptions from similar harmful public health developments could have a material adverse impact on our business, operations, financial condition, liquidity and results of operations. ​", "prior_body": "​ The Company uses basic materials like aluminum, steel, copper, titanium, metal alloys, gold, silver, palladium and plastic resins in its manufacturing processes as well as a variety of components and relies on third-party suppliers to secure these materials and components. While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, inflationary pressures and logistical challenges may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components, which could be further exacerbated by increased commodity prices and additional inflation. Moreover, the Company may not be able to pass along any increased raw material or component prices to its customers and may not be able to procure and obtain sufficient quantities of raw materials and components timely and at acceptable prices from our suppliers. In limited instances, we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers. Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our 13 13 13 Table of Contentsability to deliver products to our customers. The cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as trade tariffs and import restrictions, as well as pandemics and epidemics (as was the case with the COVID-19 pandemic), which may, in turn, negatively impact our results of operations and financial condition.​Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties.​We rely on our information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems. These threats may arise from diverse threat actors such as state-sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks. Cyberattacks continue to expand and evolve, making it difficult to detect and prevent such threats from impacting the Company. Globally, there continues to be an increased volume of cyber threats, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. In addition, the rise of artificial intelligence and machine learning has led to more sophisticated and deceptive attacks. Attackers can manipulate systems in new ways and more easily perform functions at scale. As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business. ​In addition, global remote working dynamics continue to present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks. Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee. ​There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully complied with or effective in protecting our information technology systems. The Company and third-party providers upon whom we may rely for certain information technology services have been, and expect to continue to be, a target of various cybersecurity attacks, including, but not limited to, ransomware attacks. While the impact of such attacks has not been material, future cybersecurity incidents could lead to unauthorized access to and potentially impair the Company’s information technology systems, products, customers, suppliers and third-party service providers. Cybersecurity incidents could potentially result in the disruption of our business operations and/or misappropriation, destruction or corruption of critical data and confidential, personal, or proprietary information. Cybersecurity events could also result in 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. Cybersecurity incidents could also result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers. Our and key third-party information technology systems and infrastructure are susceptible to disruptions from cybersecurity incidents, ransomware attacks, security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures, natural disasters, adverse public health developments, or other catastrophic events, any of which could result in reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, the release of highly sensitive confidential or personal information, the inability to access critical data and other operational disruptions, litigation with third parties (including class actions) and/or governmental investigations and fines, among other things, which could have a material adverse effect on our business, financial condition and results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.​We and our business partners maintain significant amounts of data electronically in locations around the world. This data relates to all aspects of our business, including financial information and current and future products under development, and also contains certain customer, supplier, partner and employee data, such as personal information. There is a risk of intrusion, cyberattacks or tampering that could compromise the integrity and privacy of this data or make the data inaccessible to us. In addition, in certain cases, in order to conduct business, we outsource to 14 Table of Contents Table of Contents Table of Contents ability to deliver products to our customers. The cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as trade tariffs and import restrictions, as well as pandemics and epidemics (as was the case with the COVID-19 pandemic), which may, in turn, negatively impact our results of operations and financial condition.​Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties.​We rely on our information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems. These threats may arise from diverse threat actors such as state-sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks. Cyberattacks continue to expand and evolve, making it difficult to detect and prevent such threats from impacting the Company. Globally, there continues to be an increased volume of cyber threats, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. In addition, the rise of artificial intelligence and machine learning has led to more sophisticated and deceptive attacks. Attackers can manipulate systems in new ways and more easily perform functions at scale. As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business. ​In addition, global remote working dynamics continue to present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks. Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee. ​There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully complied with or effective in protecting our information technology systems. The Company and third-party providers upon whom we may rely for certain information technology services have been, and expect to continue to be, a target of various cybersecurity attacks, including, but not limited to, ransomware attacks. While the impact of such attacks has not been material, future cybersecurity incidents could lead to unauthorized access to and potentially impair the Company’s information technology systems, products, customers, suppliers and third-party service providers. Cybersecurity incidents could potentially result in the disruption of our business operations and/or misappropriation, destruction or corruption of critical data and confidential, personal, or proprietary information. Cybersecurity events could also result in 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. Cybersecurity incidents could also result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers. Our and key third-party information technology systems and infrastructure are susceptible to disruptions from cybersecurity incidents, ransomware attacks, security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures, natural disasters, adverse public health developments, or other catastrophic events, any of which could result in reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, the release of highly sensitive confidential or personal information, the inability to access critical data and other operational disruptions, litigation with third parties (including class actions) and/or governmental investigations and fines, among other things, which could have a material adverse effect on our business, financial condition and results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.​We and our business partners maintain significant amounts of data electronically in locations around the world. This data relates to all aspects of our business, including financial information and current and future products under development, and also contains certain customer, supplier, partner and employee data, such as personal information. There is a risk of intrusion, cyberattacks or tampering that could compromise the integrity and privacy of this data or make the data inaccessible to us. In addition, in certain cases, in order to conduct business, we outsource to ability to deliver products to our customers. The cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as trade tariffs and import restrictions, as well as pandemics and epidemics (as was the case with the COVID-19 pandemic), which may, in turn, negatively impact our results of operations and financial condition. ​" }, { "status": "MODIFIED", "current_title": "Balance as of December 31, 2024", "prior_title": "Balance as of December 31, 2023", "similarity_score": 0.742, "confidence": "medium", "key_changes": [ "Reworded sentence: \"1,212.9 ​ $ 1.2 ​ (3.6) ​ $ (199.7) ​ $ 3,601.8 ​ $ 7,105.0 ​ $ (716.3) ​ $ 55.4 ​ $ 9,847.4 ​ $ 8.7 ​ ​ See accompanying notes to consolidated financial statements.\"" ], "current_body": "1,212.9 ​ $ 1.2 ​ (3.6) ​ $ (199.7) ​ $ 3,601.8 ​ $ 7,105.0 ​ $ (716.3) ​ $ 55.4 ​ $ 9,847.4 ​ $ 8.7 ​ ​ See accompanying notes to consolidated financial statements. ​ 55 55 55 Table of ContentsAMPHENOL CORPORATIONConsolidated Statements of Cash Flow(dollars in millions)​​​​​​​​​​​​​​Year Ended December 31, ​​ 2024 2023 2022 Cash from operating activities:​​​​​​​​​​Net income​$ 2,441.6​$ 1,945.5​$ 1,916.8​Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 572.5​ 406.4​ 392.9​Stock-based compensation expense​ 109.5​ 99.0​ 89.5​Deferred income tax benefit​ (82.8)​​ (58.8)​​ (4.7)​Gain on bargain purchase acquisition​ —​ (5.4)​ —​Net change in operating assets and liabilities, excluding effects of acquisitions:​​​​​​​​​​Accounts receivable, net ​ (586.8)​​ 146.4​​ (273.1)​Inventories ​ (200.1)​​ 71.4​​ (278.5)​Prepaid expenses and other current assets ​ (106.8)​​ (34.1)​​ 49.7​Accounts payable ​ 423.1​​ (34.6)​​ 62.5​Accrued income taxes ​ 3.1​​ 7.7​​ 77.6​Other accrued liabilities ​ 257.0​​ (7.0)​​ 168.7​Accrued pension and postretirement benefits ​ (2.4)​​ (0.3)​​ (0.4)​Other long-term assets and liabilities​ (13.2)​​ (7.5)​​ (26.4)​Net cash provided by operating activities​ 2,814.7​ 2,528.7​ 2,174.6​​​​​​​​​​​​Cash from investing activities:​​​​​​​​​​Capital expenditures​ (665.4)​ (372.8)​ (383.8)​Proceeds from disposals of property, plant and equipment​ 7.8​ 4.0​ 5.6​Purchases of investments​ (26.2)​ (305.7)​ (309.4)​Sales and maturities of investments​ 189.7​ 246.3​ 228.2​Acquisitions, net of cash acquired​ (2,156.4)​ (970.4)​ (288.2)​Other, net​​ 1.9​​ 4.9​​ 16.5​Net cash used in investing activities​ (2,648.6)​ (1,393.7)​ (731.1)​​​​​​​​​​​​Cash from financing activities:​​​​​​​​​​Proceeds from issuance of senior notes and other long-term debt​ 2,991.3​ 354.9​ 5.8​Repayments of senior notes and other long-term debt​ (364.4)​​ (15.7)​​ (10.3)​Proceeds from short-term borrowings​​ —​​ —​​ 44.9​Repayments of short-term borrowings​​ —​​ —​​ (44.9)​(Repayments) borrowings under commercial paper programs, net​​ —​​ (632.6)​​ (159.3)​Payment of costs related to debt financing​ (28.4)​ (2.3)​ (0.4)​Payment of deferred purchase price related to acquisitions​​ —​ (1.5)​​ —​Purchase of treasury stock​ (689.3)​ (585.1)​ (730.5)​Proceeds from exercise of stock options​​ 447.4​​ 394.5​​ 185.3​Distributions to and purchases of noncontrolling interests​​ (33.0)​​ (24.0)​​ (9.9)​Dividend payments​ (595.1)​ (500.6)​ (477.4)​Other, net​​ 1.4​​ —​​ —​Net cash provided by (used in) financing activities​ 1,729.9​ (1,012.4)​ (1,196.7)​​​​​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (54.0)​ (20.7)​ (70.8)​​​​​​​​​​​​Net increase in cash and cash equivalents​ 1,842.0​ 101.9​ 176.0​Cash and cash equivalents balance, beginning of year​ 1,475.0​ 1,373.1​ 1,197.1​Cash and cash equivalents balance, end of year​$ 3,317.0​$ 1,475.0​$ 1,373.1​​​​​​​​​​​​Cash paid during the year for:​​​​​​​​​​Interest​$ 179.5​$ 129.2​$ 123.7​Income taxes, net​ 650.0​ 560.4​ 477.7​​See accompanying notes to consolidated financial statements.​56 Table of Contents Table of Contents Table of Contents AMPHENOL CORPORATIONConsolidated Statements of Cash Flow(dollars in millions)​​​​​​​​​​​​​​Year Ended December 31, ​​ 2024 2023 2022 Cash from operating activities:​​​​​​​​​​Net income​$ 2,441.6​$ 1,945.5​$ 1,916.8​Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 572.5​ 406.4​ 392.9​Stock-based compensation expense​ 109.5​ 99.0​ 89.5​Deferred income tax benefit​ (82.8)​​ (58.8)​​ (4.7)​Gain on bargain purchase acquisition​ —​ (5.4)​ —​Net change in operating assets and liabilities, excluding effects of acquisitions:​​​​​​​​​​Accounts receivable, net ​ (586.8)​​ 146.4​​ (273.1)​Inventories ​ (200.1)​​ 71.4​​ (278.5)​Prepaid expenses and other current assets ​ (106.8)​​ (34.1)​​ 49.7​Accounts payable ​ 423.1​​ (34.6)​​ 62.5​Accrued income taxes ​ 3.1​​ 7.7​​ 77.6​Other accrued liabilities ​ 257.0​​ (7.0)​​ 168.7​Accrued pension and postretirement benefits ​ (2.4)​​ (0.3)​​ (0.4)​Other long-term assets and liabilities​ (13.2)​​ (7.5)​​ (26.4)​Net cash provided by operating activities​ 2,814.7​ 2,528.7​ 2,174.6​​​​​​​​​​​​Cash from investing activities:​​​​​​​​​​Capital expenditures​ (665.4)​ (372.8)​ (383.8)​Proceeds from disposals of property, plant and equipment​ 7.8​ 4.0​ 5.6​Purchases of investments​ (26.2)​ (305.7)​ (309.4)​Sales and maturities of investments​ 189.7​ 246.3​ 228.2​Acquisitions, net of cash acquired​ (2,156.4)​ (970.4)​ (288.2)​Other, net​​ 1.9​​ 4.9​​ 16.5​Net cash used in investing activities​ (2,648.6)​ (1,393.7)​ (731.1)​​​​​​​​​​​​Cash from financing activities:​​​​​​​​​​Proceeds from issuance of senior notes and other long-term debt​ 2,991.3​ 354.9​ 5.8​Repayments of senior notes and other long-term debt​ (364.4)​​ (15.7)​​ (10.3)​Proceeds from short-term borrowings​​ —​​ —​​ 44.9​Repayments of short-term borrowings​​ —​​ —​​ (44.9)​(Repayments) borrowings under commercial paper programs, net​​ —​​ (632.6)​​ (159.3)​Payment of costs related to debt financing​ (28.4)​ (2.3)​ (0.4)​Payment of deferred purchase price related to acquisitions​​ —​ (1.5)​​ —​Purchase of treasury stock​ (689.3)​ (585.1)​ (730.5)​Proceeds from exercise of stock options​​ 447.4​​ 394.5​​ 185.3​Distributions to and purchases of noncontrolling interests​​ (33.0)​​ (24.0)​​ (9.9)​Dividend payments​ (595.1)​ (500.6)​ (477.4)​Other, net​​ 1.4​​ —​​ —​Net cash provided by (used in) financing activities​ 1,729.9​ (1,012.4)​ (1,196.7)​​​​​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (54.0)​ (20.7)​ (70.8)​​​​​​​​​​​​Net increase in cash and cash equivalents​ 1,842.0​ 101.9​ 176.0​Cash and cash equivalents balance, beginning of year​ 1,475.0​ 1,373.1​ 1,197.1​Cash and cash equivalents balance, end of year​$ 3,317.0​$ 1,475.0​$ 1,373.1​​​​​​​​​​​​Cash paid during the year for:​​​​​​​​​​Interest​$ 179.5​$ 129.2​$ 123.7​Income taxes, net​ 650.0​ 560.4​ 477.7​​See accompanying notes to consolidated financial statements.​ AMPHENOL CORPORATIONConsolidated Statements of Cash Flow(dollars in millions)​​​​​​​​​​​​​​Year Ended December 31, ​​ 2024 2023 2022 Cash from operating activities:​​​​​​​​​​Net income​$ 2,441.6​$ 1,945.5​$ 1,916.8​Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​​​​​Depreciation and amortization​ 572.5​ 406.4​ 392.9​Stock-based compensation expense​ 109.5​ 99.0​ 89.5​Deferred income tax benefit​ (82.8)​​ (58.8)​​ (4.7)​Gain on bargain purchase acquisition​ —​ (5.4)​ —​Net change in operating assets and liabilities, excluding effects of acquisitions:​​​​​​​​​​Accounts receivable, net ​ (586.8)​​ 146.4​​ (273.1)​Inventories ​ (200.1)​​ 71.4​​ (278.5)​Prepaid expenses and other current assets ​ (106.8)​​ (34.1)​​ 49.7​Accounts payable ​ 423.1​​ (34.6)​​ 62.5​Accrued income taxes ​ 3.1​​ 7.7​​ 77.6​Other accrued liabilities ​ 257.0​​ (7.0)​​ 168.7​Accrued pension and postretirement benefits ​ (2.4)​​ (0.3)​​ (0.4)​Other long-term assets and liabilities​ (13.2)​​ (7.5)​​ (26.4)​Net cash provided by operating activities​ 2,814.7​ 2,528.7​ 2,174.6​​​​​​​​​​​​Cash from investing activities:​​​​​​​​​​Capital expenditures​ (665.4)​ (372.8)​ (383.8)​Proceeds from disposals of property, plant and equipment​ 7.8​ 4.0​ 5.6​Purchases of investments​ (26.2)​ (305.7)​ (309.4)​Sales and maturities of investments​ 189.7​ 246.3​ 228.2​Acquisitions, net of cash acquired​ (2,156.4)​ (970.4)​ (288.2)​Other, net​​ 1.9​​ 4.9​​ 16.5​Net cash used in investing activities​ (2,648.6)​ (1,393.7)​ (731.1)​​​​​​​​​​​​Cash from financing activities:​​​​​​​​​​Proceeds from issuance of senior notes and other long-term debt​ 2,991.3​ 354.9​ 5.8​Repayments of senior notes and other long-term debt​ (364.4)​​ (15.7)​​ (10.3)​Proceeds from short-term borrowings​​ —​​ —​​ 44.9​Repayments of short-term borrowings​​ —​​ —​​ (44.9)​(Repayments) borrowings under commercial paper programs, net​​ —​​ (632.6)​​ (159.3)​Payment of costs related to debt financing​ (28.4)​ (2.3)​ (0.4)​Payment of deferred purchase price related to acquisitions​​ —​ (1.5)​​ —​Purchase of treasury stock​ (689.3)​ (585.1)​ (730.5)​Proceeds from exercise of stock options​​ 447.4​​ 394.5​​ 185.3​Distributions to and purchases of noncontrolling interests​​ (33.0)​​ (24.0)​​ (9.9)​Dividend payments​ (595.1)​ (500.6)​ (477.4)​Other, net​​ 1.4​​ —​​ —​Net cash provided by (used in) financing activities​ 1,729.9​ (1,012.4)​ (1,196.7)​​​​​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (54.0)​ (20.7)​ (70.8)​​​​​​​​​​​​Net increase in cash and cash equivalents​ 1,842.0​ 101.9​ 176.0​Cash and cash equivalents balance, beginning of year​ 1,475.0​ 1,373.1​ 1,197.1​Cash and cash equivalents balance, end of year​$ 3,317.0​$ 1,475.0​$ 1,373.1​​​​​​​​​​​​Cash paid during the year for:​​​​​​​​​​Interest​$ 179.5​$ 129.2​$ 123.7​Income taxes, net​ 650.0​ 560.4​ 477.7​​See accompanying notes to consolidated financial statements.​", "prior_body": "600.6 ​ $ 0.6 ​ (1.7) ​ $ (142.8) ​ $ 3,101.2 ​ $ 5,921.1 ​ $ (533.6) ​ $ 49.3 ​ $ 8,395.8 ​ $ 30.7 ​ ​ See accompanying notes to consolidated financial statements. ​ 53 53 53 Table of ContentsAMPHENOL CORPORATIONConsolidated Statements of Cash Flow(dollars in millions)​​​​​​​​​​​​​​Year Ended December 31, ​​ 2023 2022 2021 Cash from operating activities:​​​​​​​​​​Net income from continuing operations​$ 1,945.5​$ 1,916.8​$ 1,580.1​Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:​​​​​​​​​​Depreciation and amortization ​ 406.4​ 392.9​ 395.6​Stock-based compensation expense ​ 99.0​ 89.5​ 83.0​Deferred income tax benefit​ (58.8)​​ (4.7)​​ (29.6)​Gain on bargain purchase acquisition​ (5.4)​ —​ —​Net change in operating assets and liabilities, excluding effects of acquisitions:​​​​​​​​​​Accounts receivable, net ​ 146.4​​ (273.1)​​ (398.4)​Inventories ​ 71.4​​ (278.5)​​ (263.0)​Prepaid expenses and other current assets ​ (34.1)​​ 49.7​​ (20.2)​Accounts payable ​ (34.6)​​ 62.5​​ 131.7​Accrued income taxes ​ 7.7​​ 77.6​​ (6.9)​Other accrued liabilities ​ (7.0)​​ 168.7​​ 60.4​Accrued pension and postretirement benefits ​ (0.3)​​ (0.4)​​ 5.8​Other long-term assets and liabilities​ (7.5)​​ (26.4)​​ (14.6)​Net cash provided by operating activities from continuing operations​​ 2,528.7​​ 2,174.6​​ 1,523.9​Net cash provided by operating activities from discontinued operations​​ —​​ —​​ 16.2​Net cash provided by operating activities ​ 2,528.7​ 2,174.6​ 1,540.1​​​​​​​​​​​​Cash from investing activities:​​​​​​​​​​Capital expenditures​ (372.8)​ (383.8)​ (360.4)​Proceeds from disposals of property, plant and equipment​ 4.0​ 5.6​ 3.7​Purchases of investments ​ (305.7)​ (309.4)​ (164.5)​Sales and maturities of investments ​ 246.3​ 228.2​ 155.9​Acquisitions, net of cash acquired ​ (970.4)​ (288.2)​ (2,225.4)​Other, net​​ 4.9​​ 16.5​​ (13.7)​Net cash used in investing activities from continuing operations​​ (1,393.7)​​ (731.1)​​ (2,604.4)​Net cash provided by investing activities from discontinued operations​​ —​​ —​​ 716.9​Net cash used in investing activities ​ (1,393.7)​ (731.1)​ (1,887.5)​​​​​​​​​​​​Cash from financing activities:​​​​​​​​​​Proceeds from issuance of senior notes and other long-term debt​ 354.9​ 5.8​ 752.1​Repayments of senior notes and other long-term debt ​ (15.7)​​ (10.3)​​ (912.6)​Proceeds from short-term borrowings​​ —​​ 44.9​​ —​Repayments of short-term borrowings​​ —​​ (44.9)​​ —​(Repayments) borrowings under commercial paper programs, net​​ (632.6)​​ (159.3)​​ 796.3​Payment of costs related to debt financing ​ (2.3)​ (0.4)​ (9.3)​Payment of deferred purchase price related to acquisitions​​ (1.5)​​ —​​ (4.1)​Purchase of treasury stock ​ (585.1)​ (730.5)​ (661.7)​Proceeds from exercise of stock options​​ 394.5​​ 185.3​​ 288.5​Distributions to and purchases of noncontrolling interests​​ (24.0)​​ (9.9)​​ (18.9)​Dividend payments ​ (500.6)​ (477.4)​ (346.7)​Transfers to discontinued operations​​ —​​ —​​ (28.7)​Net cash used in financing activities from continuing operations​​ (1,012.4)​​ (1,196.7)​​ (145.1)​Net cash used in financing activities from discontinued operations​​ —​​ —​​ (0.1)​Net cash used in financing activities​ (1,012.4)​ (1,196.7)​ (145.2)​​​​​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (20.7)​ (70.8)​ (12.3)​​​​​​​​​​​​Net increase (decrease) in cash and cash equivalents​ 101.9​ 176.0​ (504.9)​Cash and cash equivalents balance, beginning of year​ 1,373.1​ 1,197.1​ 1,702.0​Cash and cash equivalents balance, end of year​$ 1,475.0​$ 1,373.1​$ 1,197.1​​​​​​​​​​​​Cash paid during the year for:​​​​​​​​​​Interest ​$ 129.2​$ 123.7​$ 111.9​Income taxes, net​ 560.4​ 477.7​ 445.6​​​See accompanying notes to consolidated financial statements.​54 Table of Contents Table of Contents Table of Contents AMPHENOL CORPORATIONConsolidated Statements of Cash Flow(dollars in millions)​​​​​​​​​​​​​​Year Ended December 31, ​​ 2023 2022 2021 Cash from operating activities:​​​​​​​​​​Net income from continuing operations​$ 1,945.5​$ 1,916.8​$ 1,580.1​Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:​​​​​​​​​​Depreciation and amortization ​ 406.4​ 392.9​ 395.6​Stock-based compensation expense ​ 99.0​ 89.5​ 83.0​Deferred income tax benefit​ (58.8)​​ (4.7)​​ (29.6)​Gain on bargain purchase acquisition​ (5.4)​ —​ —​Net change in operating assets and liabilities, excluding effects of acquisitions:​​​​​​​​​​Accounts receivable, net ​ 146.4​​ (273.1)​​ (398.4)​Inventories ​ 71.4​​ (278.5)​​ (263.0)​Prepaid expenses and other current assets ​ (34.1)​​ 49.7​​ (20.2)​Accounts payable ​ (34.6)​​ 62.5​​ 131.7​Accrued income taxes ​ 7.7​​ 77.6​​ (6.9)​Other accrued liabilities ​ (7.0)​​ 168.7​​ 60.4​Accrued pension and postretirement benefits ​ (0.3)​​ (0.4)​​ 5.8​Other long-term assets and liabilities​ (7.5)​​ (26.4)​​ (14.6)​Net cash provided by operating activities from continuing operations​​ 2,528.7​​ 2,174.6​​ 1,523.9​Net cash provided by operating activities from discontinued operations​​ —​​ —​​ 16.2​Net cash provided by operating activities ​ 2,528.7​ 2,174.6​ 1,540.1​​​​​​​​​​​​Cash from investing activities:​​​​​​​​​​Capital expenditures​ (372.8)​ (383.8)​ (360.4)​Proceeds from disposals of property, plant and equipment​ 4.0​ 5.6​ 3.7​Purchases of investments ​ (305.7)​ (309.4)​ (164.5)​Sales and maturities of investments ​ 246.3​ 228.2​ 155.9​Acquisitions, net of cash acquired ​ (970.4)​ (288.2)​ (2,225.4)​Other, net​​ 4.9​​ 16.5​​ (13.7)​Net cash used in investing activities from continuing operations​​ (1,393.7)​​ (731.1)​​ (2,604.4)​Net cash provided by investing activities from discontinued operations​​ —​​ —​​ 716.9​Net cash used in investing activities ​ (1,393.7)​ (731.1)​ (1,887.5)​​​​​​​​​​​​Cash from financing activities:​​​​​​​​​​Proceeds from issuance of senior notes and other long-term debt​ 354.9​ 5.8​ 752.1​Repayments of senior notes and other long-term debt ​ (15.7)​​ (10.3)​​ (912.6)​Proceeds from short-term borrowings​​ —​​ 44.9​​ —​Repayments of short-term borrowings​​ —​​ (44.9)​​ —​(Repayments) borrowings under commercial paper programs, net​​ (632.6)​​ (159.3)​​ 796.3​Payment of costs related to debt financing ​ (2.3)​ (0.4)​ (9.3)​Payment of deferred purchase price related to acquisitions​​ (1.5)​​ —​​ (4.1)​Purchase of treasury stock ​ (585.1)​ (730.5)​ (661.7)​Proceeds from exercise of stock options​​ 394.5​​ 185.3​​ 288.5​Distributions to and purchases of noncontrolling interests​​ (24.0)​​ (9.9)​​ (18.9)​Dividend payments ​ (500.6)​ (477.4)​ (346.7)​Transfers to discontinued operations​​ —​​ —​​ (28.7)​Net cash used in financing activities from continuing operations​​ (1,012.4)​​ (1,196.7)​​ (145.1)​Net cash used in financing activities from discontinued operations​​ —​​ —​​ (0.1)​Net cash used in financing activities​ (1,012.4)​ (1,196.7)​ (145.2)​​​​​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (20.7)​ (70.8)​ (12.3)​​​​​​​​​​​​Net increase (decrease) in cash and cash equivalents​ 101.9​ 176.0​ (504.9)​Cash and cash equivalents balance, beginning of year​ 1,373.1​ 1,197.1​ 1,702.0​Cash and cash equivalents balance, end of year​$ 1,475.0​$ 1,373.1​$ 1,197.1​​​​​​​​​​​​Cash paid during the year for:​​​​​​​​​​Interest ​$ 129.2​$ 123.7​$ 111.9​Income taxes, net​ 560.4​ 477.7​ 445.6​​​See accompanying notes to consolidated financial statements.​" }, { "status": "MODIFIED", "current_title": "Year Ended December 31,", "prior_title": "Year Ended December 31,", "similarity_score": 0.741, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 66.2 ​ 67.5 ​ 68.1 ​ Acquisition-related expenses 0.8 ​ 0.3 ​ 0.2 ​ Selling, general and administrative expenses 12.2 ​ 11.9 ​ 11.3 ​ Operating income 20.7 ​ 20.4 ​ 20.5 ​ Interest expense (1.4) ​ (1.1) ​ (1.0) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.5 ​ 0.2 ​ 0.1 ​ Income before income taxes 19.8 ​ 19.6 ​ 19.5 ​ Provision for income taxes (3.7) ​ (4.1) ​ (4.4) ​ Net income 16.0 ​ 15.5 ​ 15.2 ​ Net income attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income attributable to Amphenol Corporation 15.9 % 15.4 % 15.1 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.\"" ], "current_body": "​ 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 66.2 ​ 67.5 ​ 68.1 ​ Acquisition-related expenses 0.8 ​ 0.3 ​ 0.2 ​ Selling, general and administrative expenses 12.2 ​ 11.9 ​ 11.3 ​ Operating income 20.7 ​ 20.4 ​ 20.5 ​ Interest expense (1.4) ​ (1.1) ​ (1.0) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.5 ​ 0.2 ​ 0.1 ​ Income before income taxes 19.8 ​ 19.6 ​ 19.5 ​ Provision for income taxes (3.7) ​ (4.1) ​ (4.4) ​ Net income 16.0 ​ 15.5 ​ 15.2 ​ Net income attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income attributable to Amphenol Corporation 15.9 % 15.4 % 15.1 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​", "prior_body": "​ 2023 2022 2021 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 67.5 ​ 68.1 ​ 68.7 ​ Acquisition-related expenses 0.3 ​ 0.2 ​ 0.6 ​ Selling, general and administrative expenses 11.9 ​ 11.3 ​ 11.3 ​ Operating income 20.4 ​ 20.5 ​ 19.4 ​ Interest expense (1.1) ​ (1.0) ​ (1.1) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.2 ​ 0.1 ​ — ​ Income from continuing operations before income taxes 19.6 ​ 19.5 ​ 18.3 ​ Provision for income taxes (4.1) ​ (4.4) ​ (3.8) ​ Net income from continuing operations 15.5 ​ 15.2 ​ 14.5 ​ Net income from continuing operations attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income from continuing operations attributable to Amphenol Corporation ​ 15.4 ​ 15.1 ​ 14.4 ​ Income from discontinued operations attributable to Amphenol Corporation — ​ — ​ 0.2 ​ Net income attributable to Amphenol Corporation 15.4 % 15.1 % 14.6 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​" }, { "status": "MODIFIED", "current_title": "Acquisitions", "prior_title": "Acquisitions", "similarity_score": 0.724, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ During 2024, the Company completed two acquisitions (the “2024 Acquisitions”), including the acquisition of CIT, for approximately $2,156.4, net of cash acquired.\"", "Reworded sentence: \"The Company recognized a non-cash gain of $5.4 on the bargain purchase acquisition during the year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income.\"", "Reworded sentence: \"​ Acquisition-related Expenses ​ In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).\"", "Reworded sentence: \"​ Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation ​ On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc.\"" ], "current_body": "​ During 2024, the Company completed two acquisitions (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 are not material, either individually or in the aggregate, to the Company’s financial results. ​ On May 21, 2024, pursuant to a definitive stock purchase agreement by and between the Company and Carlisle Companies Incorporated dated January 30, 2024, the Company completed the acquisition of CIT for approximately $1,995.3, net of cash acquired and subject to customary post-closing adjustments. The Company funded the CIT acquisition through a combination of net proceeds from the April Senior Notes, as discussed earlier in this Item 7, together with borrowings under the U.S. Commercial Paper Program and cash on hand. CIT, headquartered in St. Augustine, FL, is a leading global supplier of harsh environment interconnect solutions, primarily to the commercial aerospace, defense and industrial end markets. CIT’s wide range of products include wire and cable, cable assemblies, 43 43 43 Table of Contentscontacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions. ​During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired. Five of the acquisitions were included in the Harsh Environment Solutions segment, three acquisitions were included in the Interconnect and Sensor Systems segment, and two acquisitions were 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 year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.​Acquisition-related Expenses​In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). ​In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions. Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income.​Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation​On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc. (“CommScope”) dated July 18, 2024, the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $2,100 in cash, subject to customary post-closing adjustments. The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements, together with borrowings under the U.S. Commercial Paper Program and cash on hand. The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. The Mobile Networks Business will be included in the Communications Solutions segment. Also, on January 31, 2025, the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment. ​For further discussion of the Company’s acquisitions, refer to Note 11 and Note 15 of the Notes to Consolidated Financial Statements.​Environmental Matters​Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​44 Table of Contents Table of Contents Table of Contents contacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions. ​During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired. Five of the acquisitions were included in the Harsh Environment Solutions segment, three acquisitions were included in the Interconnect and Sensor Systems segment, and two acquisitions were 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 year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.​Acquisition-related Expenses​In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). ​In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions. Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income.​Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation​On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc. (“CommScope”) dated July 18, 2024, the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $2,100 in cash, subject to customary post-closing adjustments. The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements, together with borrowings under the U.S. Commercial Paper Program and cash on hand. The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. The Mobile Networks Business will be included in the Communications Solutions segment. Also, on January 31, 2025, the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment. ​For further discussion of the Company’s acquisitions, refer to Note 11 and Note 15 of the Notes to Consolidated Financial Statements.​Environmental Matters​Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​ contacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions. ​During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired. Five of the acquisitions were included in the Harsh Environment Solutions segment, three acquisitions were included in the Interconnect and Sensor Systems segment, and two acquisitions were 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 year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.​Acquisition-related Expenses​In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). ​In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions. Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income.​Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation​On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc. (“CommScope”) dated July 18, 2024, the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $2,100 in cash, subject to customary post-closing adjustments. The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements, together with borrowings under the U.S. Commercial Paper Program and cash on hand. The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. The Mobile Networks Business will be included in the Communications Solutions segment. Also, on January 31, 2025, the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment. ​For further discussion of the Company’s acquisitions, refer to Note 11 and Note 15 of the Notes to Consolidated Financial Statements.​Environmental Matters​Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​ contacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions. ​ During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired. Five of the acquisitions were included in the Harsh Environment Solutions segment, three acquisitions were included in the Interconnect and Sensor Systems segment, and two acquisitions were 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 year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. ​ Acquisition-related Expenses ​ In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). ​ In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions. Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income. ​ Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation ​ On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc. (“CommScope”) dated July 18, 2024, the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $2,100 in cash, subject to customary post-closing adjustments. The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements, together with borrowings under the U.S. Commercial Paper Program and cash on hand. The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. The Mobile Networks Business will be included in the Communications Solutions segment. Also, on January 31, 2025, the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment. ​ For further discussion of the Company’s acquisitions, refer to Note 11 and Note 15 of the Notes to Consolidated Financial Statements. ​", "prior_body": "​ During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for $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 year ended December 31, 2023, which has been recorded separately in the Company’s Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. ​ During 2022, the Company completed two acquisitions (the “2022 Acquisitions”) for $288.2, net of cash acquired. One of the 2022 Acquisitions was included in the Harsh Environment Solutions segment, and the other acquisition was included in the Interconnect and Sensor Systems segment. The 2022 Acquisitions, which were funded through a combination of borrowings under the U.S. Commercial Paper Program and cash on hand, were not material, either individually or in the aggregate, to the Company’s financial results. ​ Acquisition-related Expenses ​ In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions. In 2022, the Company incurred $21.5 ($18.4 after-tax) of acquisition-related expenses, comprised primarily of the amortization related to the value associated with acquired backlog resulting from the 2022 Acquisitions, along with external transaction costs. Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income. ​ For further discussion of the Company’s acquisitions, refer to Note 11 of the Notes to Consolidated Financial Statements. ​ Subsequent Events ​ On January 30, 2024, the Company entered into a definitive stock purchase agreement by and between the Company and Carlisle Companies Incorporated (“Carlisle”), agreeing to acquire the Carlisle Interconnect Technologies (“CIT”) business of Carlisle for an aggregate purchase price of $2,025 in cash, subject to customary post-closing adjustments. The acquisition is expected to be completed by the end of the second quarter of 2024 and is subject to certain regulatory approvals and other customary closing conditions. The Company expects to finance the CIT acquisition through a combination of cash on hand and debt financing, which could include borrowings under the Company’s existing credit and/or U.S. Commercial Paper Program. CIT, headquartered in St. Augustine, FL, is a leading global supplier of harsh environment interconnect solutions primarily to the commercial aerospace, defense and industrial end markets. CIT’s wide range of products include wire and cable, cable assemblies, contacts, connectors and sensors, which, management believes, are highly complementary to Amphenol’s existing interconnect and sensor solutions. If and when the acquisition is consummated, the Company expects to report the CIT business within its Harsh Environment Solutions segment. ​" }, { "status": "MODIFIED", "current_title": "Net sales by:", "prior_title": "Net sales by:", "similarity_score": 0.718, "confidence": "medium", "key_changes": [ "Reworded sentence: \"2024 2023 (GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ Segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh Environment Solutions ​ $ 4,417.4 $ 3,530.8 ​ 25 % ​ — % ​ 25 % ​ 21 % ​ 4 % ​ Communications Solutions ​ ​ 6,323.8 ​ ​ 4,912.8 ​ 29 % ​ — % ​ 29 % ​ 2 % ​ 27 % ​ Interconnect and Sensor Systems ​ 4,481.5 ​ 4,111.1 ​ 9 % ​ — % ​ 9 % ​ 5 % ​ 4 % ​ Consolidated ​ $ 15,222.7 ​ $ 12,554.7 ​ 21 % ​ — % ​ 21 % ​ 8 % ​ 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (6): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 5,272.3 $ 4,405.4 ​ 20 % ​ — % ​ 20 % ​ 16 % ​ 3 % ​ Foreign ​ 9,950.4 ​ 8,149.3 ​ 22 % ​ — % ​ 23 % ​ 4 % ​ 19 % ​ Consolidated ​ $ 15,222.7 ​ $ 12,554.7 ​ 21 % ​ — % ​ 21 % ​ 8 % ​ 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia.\"", "Reworded sentence: \"dollar in 2024 had the effect of decreasing sales by approximately $39.6, compared to 2023.\"", "Reworded sentence: \"Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023.\"", "Reworded sentence: \"​Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023.\"", "Reworded sentence: \"​Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023.\"" ], "current_body": "2024 2023 (GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ Segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh Environment Solutions ​ $ 4,417.4 $ 3,530.8 ​ 25 % ​ — % ​ 25 % ​ 21 % ​ 4 % ​ Communications Solutions ​ ​ 6,323.8 ​ ​ 4,912.8 ​ 29 % ​ — % ​ 29 % ​ 2 % ​ 27 % ​ Interconnect and Sensor Systems ​ 4,481.5 ​ 4,111.1 ​ 9 % ​ — % ​ 9 % ​ 5 % ​ 4 % ​ Consolidated ​ $ 15,222.7 ​ $ 12,554.7 ​ 21 % ​ — % ​ 21 % ​ 8 % ​ 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (6): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 5,272.3 $ 4,405.4 ​ 20 % ​ — % ​ 20 % ​ 16 % ​ 3 % ​ Foreign ​ 9,950.4 ​ 8,149.3 ​ 22 % ​ — % ​ 23 % ​ 4 % ​ 19 % ​ Consolidated ​ $ 15,222.7 ​ $ 12,554.7 ​ 21 % ​ — % ​ 21 % ​ 8 % ​ 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia. The comparatively stronger U.S. dollar in 2024 had the effect of decreasing sales by approximately $39.6, compared to 2023. ​ Selling, general and administrative expenses were $1,855.4, or 12.2% of net sales, for 2024, compared to $1,489.9, or 11.9% of net sales, for 2023. The increase in Selling, general and administrative expenses and such expenses as a percentage of net sales in 2024 was 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 increased $148.0 in 2024 and represented approximately 5.0% of net sales in 2024 and 4.8% of net sales in 2023. Research and development expenses increased $110.8 in 2024, primarily related to increases in expenses for new product development, and represented approximately 3.0% of net sales in 2024 and 2.7% of net sales in 2023. Selling and marketing expenses increased $106.7 in 2024 compared to 2023, and represented approximately 4.2% of net sales in 2024 and 4.3% of net sales in 2023. ​ 31 31 31 Table of ContentsOperating income was $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023. Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income. The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023. The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was 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 in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023. The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily 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. ​Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023. The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes.​Operating income for the Interconnect and Sensor Systems segment in 2024 was $825.9, or 18.4% of net sales, compared to $753.7, or 18.3% of net sales in 2023. The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was 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. ​Interest expense was $217.0 in 2024 compared to $139.5 in 2023. The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.​Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023. The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, along with increased interest rates.​Provision for income taxes was at an effective rate of 18.9% in 2024 and 20.7% in 2023. Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) 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, and (iii) the tax effects of the aforementioned acquisition-related expenses during the year. Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year. These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the 32 Table of Contents Table of Contents Table of Contents Operating income was $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023. Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income. The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023. The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was 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 in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023. The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily 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. ​Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023. The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes.​Operating income for the Interconnect and Sensor Systems segment in 2024 was $825.9, or 18.4% of net sales, compared to $753.7, or 18.3% of net sales in 2023. The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was 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. ​Interest expense was $217.0 in 2024 compared to $139.5 in 2023. The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.​Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023. The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, along with increased interest rates.​Provision for income taxes was at an effective rate of 18.9% in 2024 and 20.7% in 2023. Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) 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, and (iii) the tax effects of the aforementioned acquisition-related expenses during the year. Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year. These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the Operating income was $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023. Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income. The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023. The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was 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 in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023. The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily 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. ​Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023. The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes.​Operating income for the Interconnect and Sensor Systems segment in 2024 was $825.9, or 18.4% of net sales, compared to $753.7, or 18.3% of net sales in 2023. The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was 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. ​Interest expense was $217.0 in 2024 compared to $139.5 in 2023. The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.​Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023. The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, along with increased interest rates.​Provision for income taxes was at an effective rate of 18.9% in 2024 and 20.7% in 2023. Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) 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, and (iii) the tax effects of the aforementioned acquisition-related expenses during the year. Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year. These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the Operating income was $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023. Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income. The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023. The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was 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 in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023. The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily 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. ​ Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023. The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes. ​ Operating income for the Interconnect and Sensor Systems segment in 2024 was $825.9, or 18.4% of net sales, compared to $753.7, or 18.3% of net sales in 2023. The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was 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. ​ Interest expense was $217.0 in 2024 compared to $139.5 in 2023. The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt. ​ Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023. The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, along with increased interest rates. ​ Provision for income taxes was at an effective rate of 18.9% in 2024 and 20.7% in 2023. Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) 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, and (iii) the tax effects of the aforementioned acquisition-related expenses during the year. Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year. These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the 32 32 32 Table of ContentsU.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023. 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 7, were $2,382.1 and $1.89, respectively, for 2024, compared to $1,870.4 and $1.51, respectively, for 2023.​The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024 and 2023:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​​​​​​​Net Income​​​​​ ​​​​​​Net Income​​​​​​​​​​​​attributable​Effective​​​​​​​​​attributable​Effective​​​​​Operating​Operating​to Amphenol​Tax ​Diluted​Operating​Operating​to Amphenol​Tax ​Diluted​​Income Margin (1) Corporation Rate (1) ​EPS Income Margin (1) Corporation Rate (1) ​EPSReported (GAAP)​$ 3,156.9 20.7% $ 2,424.0​ 18.9% $ 1.92​$ 2,559.6 20.4% $ 1,928.0​ 20.7% $ 1.55Amortization of acquisition-related inventory step-up costs​​ 18.2​ 0.1​​ 14.0​ —​​ 0.01​​ —​ —​​ —​ —​​ —Acquisition-related expenses​​ 127.4​ 0.8​​ 105.3​ (0.3)​​ 0.08​​ 34.6​ 0.3​​ 30.2​ (0.2)​​ 0.02Gain on bargain purchase acquisition​​ —​ —​​ —​ —​​ —​​ —​ —​​ (5.4)​ 0.1​​ —Excess tax benefits related to stock-based compensation​​ —​ —​​ (142.6)​ 4.7​​ (0.11)​​ —​ —​​ (82.4)​ 3.4​​ (0.07)Discrete tax items​​ —​ —​​ (18.6)​ 0.6​​ (0.01)​​ —​ —​​ —​ —​​ —Adjusted (non-GAAP) (2)​$ 3,302.5​ 21.7% $ 2,382.1​ 24.0% $ 1.89​$ 2,594.2​ 20.7% $ 1,870.4​ 24.0% $ 1.51​(1)While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.(2)All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​​2023 Compared to 2022​Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended December 31, 2022, which represented a decrease of 1% in U.S. dollars and 3% organically (excluding both currency and acquisition impacts), while flat in constant currencies compared to the prior year. The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below. From an end market standpoint, the decrease in net sales was driven by organic declines in the IT datacom, mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains. Net sales to the defense market increased approximately $237.6, driven by broad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters, communications, and space-related applications, as well as contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes. Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications. Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications, including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications. Net sales to the mobile networks market decreased approximately $163.9, driven by 33 Table of Contents Table of Contents Table of Contents U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023. 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 7, were $2,382.1 and $1.89, respectively, for 2024, compared to $1,870.4 and $1.51, respectively, for 2023.​The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024 and 2023:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​​​​​​​Net Income​​​​​ ​​​​​​Net Income​​​​​​​​​​​​attributable​Effective​​​​​​​​​attributable​Effective​​​​​Operating​Operating​to Amphenol​Tax ​Diluted​Operating​Operating​to Amphenol​Tax ​Diluted​​Income Margin (1) Corporation Rate (1) ​EPS Income Margin (1) Corporation Rate (1) ​EPSReported (GAAP)​$ 3,156.9 20.7% $ 2,424.0​ 18.9% $ 1.92​$ 2,559.6 20.4% $ 1,928.0​ 20.7% $ 1.55Amortization of acquisition-related inventory step-up costs​​ 18.2​ 0.1​​ 14.0​ —​​ 0.01​​ —​ —​​ —​ —​​ —Acquisition-related expenses​​ 127.4​ 0.8​​ 105.3​ (0.3)​​ 0.08​​ 34.6​ 0.3​​ 30.2​ (0.2)​​ 0.02Gain on bargain purchase acquisition​​ —​ —​​ —​ —​​ —​​ —​ —​​ (5.4)​ 0.1​​ —Excess tax benefits related to stock-based compensation​​ —​ —​​ (142.6)​ 4.7​​ (0.11)​​ —​ —​​ (82.4)​ 3.4​​ (0.07)Discrete tax items​​ —​ —​​ (18.6)​ 0.6​​ (0.01)​​ —​ —​​ —​ —​​ —Adjusted (non-GAAP) (2)​$ 3,302.5​ 21.7% $ 2,382.1​ 24.0% $ 1.89​$ 2,594.2​ 20.7% $ 1,870.4​ 24.0% $ 1.51​(1)While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.(2)All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​​2023 Compared to 2022​Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended December 31, 2022, which represented a decrease of 1% in U.S. dollars and 3% organically (excluding both currency and acquisition impacts), while flat in constant currencies compared to the prior year. The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below. From an end market standpoint, the decrease in net sales was driven by organic declines in the IT datacom, mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains. Net sales to the defense market increased approximately $237.6, driven by broad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters, communications, and space-related applications, as well as contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes. Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications. Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications, including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications. Net sales to the mobile networks market decreased approximately $163.9, driven by U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023. 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 7, were $2,382.1 and $1.89, respectively, for 2024, compared to $1,870.4 and $1.51, respectively, for 2023.​The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024 and 2023:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​​​​​​​Net Income​​​​​ ​​​​​​Net Income​​​​​​​​​​​​attributable​Effective​​​​​​​​​attributable​Effective​​​​​Operating​Operating​to Amphenol​Tax ​Diluted​Operating​Operating​to Amphenol​Tax ​Diluted​​Income Margin (1) Corporation Rate (1) ​EPS Income Margin (1) Corporation Rate (1) ​EPSReported (GAAP)​$ 3,156.9 20.7% $ 2,424.0​ 18.9% $ 1.92​$ 2,559.6 20.4% $ 1,928.0​ 20.7% $ 1.55Amortization of acquisition-related inventory step-up costs​​ 18.2​ 0.1​​ 14.0​ —​​ 0.01​​ —​ —​​ —​ —​​ —Acquisition-related expenses​​ 127.4​ 0.8​​ 105.3​ (0.3)​​ 0.08​​ 34.6​ 0.3​​ 30.2​ (0.2)​​ 0.02Gain on bargain purchase acquisition​​ —​ —​​ —​ —​​ —​​ —​ —​​ (5.4)​ 0.1​​ —Excess tax benefits related to stock-based compensation​​ —​ —​​ (142.6)​ 4.7​​ (0.11)​​ —​ —​​ (82.4)​ 3.4​​ (0.07)Discrete tax items​​ —​ —​​ (18.6)​ 0.6​​ (0.01)​​ —​ —​​ —​ —​​ —Adjusted (non-GAAP) (2)​$ 3,302.5​ 21.7% $ 2,382.1​ 24.0% $ 1.89​$ 2,594.2​ 20.7% $ 1,870.4​ 24.0% $ 1.51​(1)While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.(2)All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​​2023 Compared to 2022​Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended December 31, 2022, which represented a decrease of 1% in U.S. dollars and 3% organically (excluding both currency and acquisition impacts), while flat in constant currencies compared to the prior year. The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below. From an end market standpoint, the decrease in net sales was driven by organic declines in the IT datacom, mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains. Net sales to the defense market increased approximately $237.6, driven by broad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters, communications, and space-related applications, as well as contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes. Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications. Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications, including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications. Net sales to the mobile networks market decreased approximately $163.9, driven by U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​ Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023. 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 7, were $2,382.1 and $1.89, respectively, for 2024, compared to $1,870.4 and $1.51, respectively, for 2023. ​ 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 years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "2023 2022 (GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ Segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh Environment Solutions ​ $ 3,530.8 $ 3,107.2 ​ 14 % ​ — % ​ 14 % ​ 5 % ​ 9 % ​ Communications Solutions ​ ​ 4,912.8 ​ ​ 5,652.4 ​ (13) % ​ (1) % ​ (12) % ​ 1 % ​ (13) % ​ Interconnect and Sensor Systems ​ 4,111.1 ​ 3,863.4 ​ 6 % ​ — % ​ 7 % ​ 3 % ​ 3 % ​ Consolidated ​ $ 12,554.7 ​ $ 12,623.0 ​ (1) % ​ — % ​ — % ​ 3 % ​ (3) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (6): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 4,405.4 $ 4,155.2 ​ 6 % ​ — % ​ 6 % ​ 5 % ​ 1 % ​ Foreign ​ 8,149.3 ​ 8,467.8 ​ (4) % ​ (1) % ​ (3) % ​ 1 % ​ (4) % ​ Consolidated ​ $ 12,554.7 ​ $ 12,623.0 ​ (1) % ​ — % ​ — % ​ 3 % ​ (3) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The decrease in foreign net sales in 2023 compared to 2022 was primarily driven by sales declines in Asia. The comparatively stronger U.S. dollar in 2023 had the effect of decreasing sales by approximately $61.1, compared to 2022. ​ Selling, general and administrative expenses were $1,489.9, or 11.9% of net sales for 2023, compared to $1,420.9, or 11.3% of net sales, for 2022. The increase in Selling, general and administrative expenses as a percentage of net sales in 2023 was 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 increased $26.2 in 2023 and represented approximately 4.8% of net sales in 2023 and 4.6% of net sales in 2022. Research and development expenses increased $18.6 in 2023, primarily related to increases in expenses for new product development, and represented approximately 2.7% of net sales in 2023 and 2.6% of net sales in 2022. Selling and marketing expenses increased $24.2 in 2023 compared to 2022, and represented approximately 4.3% of net sales in 2023 and 4.1% of net sales in 2022. ​ Operating income was $2,559.6, or 20.4% of net sales, in 2023, compared to $2,585.8, or 20.5% of net sales, in 2022. Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Operating income in 2022 included acquisition-related expenses of $21.5, 30 30 30 Table of Contentscomprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. The acquisition-related expenses in 2023 and 2022 had the effect of decreasing net income from continuing operations by $30.2, or $0.05 per share, and $18.4, or $0.03 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. 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 $2,594.2 and 20.7% of net sales, respectively, in 2023, and $2,607.3 and 20.7% of net sales, respectively, in 2022. While Adjusted Operating Income decreased modestly from 2022, Adjusted Operating Margin remained flat in 2023 relative to 2022, as the benefit of pricing actions and strong operational performance were offset by the operating leverage on the lower sales volumes, along with the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company.​Operating income for the Harsh Environment Solutions segment in 2023 was $943.9, or 26.7% of net sales, compared to $801.6, or 25.8% of net sales in 2022. The increase in operating margin for the Harsh Environment Solutions segment for 2023 compared to 2022 was primarily driven by normal operating leverage on the higher sales volumes and strong operational performance, combined with the benefit of pricing actions, all partially offset by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company. ​Operating income for the Communications Solutions segment in 2023 was $1,063.5, or 21.6% of net sales, compared to $1,245.7, or 22.0% of net sales in 2022. The decrease in operating margin for the Communications Solutions segment for 2023 compared to 2022 was primarily driven by operating leverage on the lower sales volumes, partially offset by the benefit of pricing actions and strong operational performance.​Operating income for the Interconnect and Sensor Systems segment in 2023 was $753.7, or 18.3% of net sales, compared to $716.5, or 18.5% of net sales in 2022. The modest decrease in operating margin for the Interconnect and Sensor Systems segment for 2023 compared to 2022 was primarily driven by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company, partially offset by the normal operating leverage on the higher sales volumes combined with the benefit of pricing actions. ​Interest expense was $139.5 in 2023 compared to $128.4 in 2022. The increase in interest expense was driven by the higher interest rate environment, which primarily impacted borrowings under the Company’s U.S. Commercial Paper Program that were outstanding throughout much of 2023. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.​Provision for income taxes was at an effective rate of 20.7% in 2023 and 22.3% in 2022. Provision for income taxes in 2023 included excess tax benefits of $82.4 from stock option exercises as well as the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, all of which were partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. Provision for income taxes in 2022 included excess tax benefits of $56.0 from stock option exercises, partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% and 24.5% for 2023 and 2022, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​Net income from continuing operations attributable to Amphenol Corporation and Net income from continuing operations per common share attributable to Amphenol Corporation-Diluted (“Diluted EPS”) were $1,928.0 and $3.11, respectively, for 2023, compared to $1,902.3 and $3.06, respectively, for 2022. Excluding the effect of the items discussed above, Adjusted Net Income from continuing operations 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 7, were $1,870.4 and $3.01, respectively, for 2023, compared to $1,864.7 and $3.00, respectively, for 2022.​31 Table of Contents Table of Contents Table of Contents comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. The acquisition-related expenses in 2023 and 2022 had the effect of decreasing net income from continuing operations by $30.2, or $0.05 per share, and $18.4, or $0.03 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. 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 $2,594.2 and 20.7% of net sales, respectively, in 2023, and $2,607.3 and 20.7% of net sales, respectively, in 2022. While Adjusted Operating Income decreased modestly from 2022, Adjusted Operating Margin remained flat in 2023 relative to 2022, as the benefit of pricing actions and strong operational performance were offset by the operating leverage on the lower sales volumes, along with the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company.​Operating income for the Harsh Environment Solutions segment in 2023 was $943.9, or 26.7% of net sales, compared to $801.6, or 25.8% of net sales in 2022. The increase in operating margin for the Harsh Environment Solutions segment for 2023 compared to 2022 was primarily driven by normal operating leverage on the higher sales volumes and strong operational performance, combined with the benefit of pricing actions, all partially offset by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company. ​Operating income for the Communications Solutions segment in 2023 was $1,063.5, or 21.6% of net sales, compared to $1,245.7, or 22.0% of net sales in 2022. The decrease in operating margin for the Communications Solutions segment for 2023 compared to 2022 was primarily driven by operating leverage on the lower sales volumes, partially offset by the benefit of pricing actions and strong operational performance.​Operating income for the Interconnect and Sensor Systems segment in 2023 was $753.7, or 18.3% of net sales, compared to $716.5, or 18.5% of net sales in 2022. The modest decrease in operating margin for the Interconnect and Sensor Systems segment for 2023 compared to 2022 was primarily driven by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company, partially offset by the normal operating leverage on the higher sales volumes combined with the benefit of pricing actions. ​Interest expense was $139.5 in 2023 compared to $128.4 in 2022. The increase in interest expense was driven by the higher interest rate environment, which primarily impacted borrowings under the Company’s U.S. Commercial Paper Program that were outstanding throughout much of 2023. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.​Provision for income taxes was at an effective rate of 20.7% in 2023 and 22.3% in 2022. Provision for income taxes in 2023 included excess tax benefits of $82.4 from stock option exercises as well as the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, all of which were partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. Provision for income taxes in 2022 included excess tax benefits of $56.0 from stock option exercises, partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% and 24.5% for 2023 and 2022, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​Net income from continuing operations attributable to Amphenol Corporation and Net income from continuing operations per common share attributable to Amphenol Corporation-Diluted (“Diluted EPS”) were $1,928.0 and $3.11, respectively, for 2023, compared to $1,902.3 and $3.06, respectively, for 2022. Excluding the effect of the items discussed above, Adjusted Net Income from continuing operations 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 7, were $1,870.4 and $3.01, respectively, for 2023, compared to $1,864.7 and $3.00, respectively, for 2022.​ comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. The acquisition-related expenses in 2023 and 2022 had the effect of decreasing net income from continuing operations by $30.2, or $0.05 per share, and $18.4, or $0.03 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. 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 $2,594.2 and 20.7% of net sales, respectively, in 2023, and $2,607.3 and 20.7% of net sales, respectively, in 2022. While Adjusted Operating Income decreased modestly from 2022, Adjusted Operating Margin remained flat in 2023 relative to 2022, as the benefit of pricing actions and strong operational performance were offset by the operating leverage on the lower sales volumes, along with the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company. ​ Operating income for the Harsh Environment Solutions segment in 2023 was $943.9, or 26.7% of net sales, compared to $801.6, or 25.8% of net sales in 2022. The increase in operating margin for the Harsh Environment Solutions segment for 2023 compared to 2022 was primarily driven by normal operating leverage on the higher sales volumes and strong operational performance, combined with the benefit of pricing actions, all partially offset by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company. ​ Operating income for the Communications Solutions segment in 2023 was $1,063.5, or 21.6% of net sales, compared to $1,245.7, or 22.0% of net sales in 2022. The decrease in operating margin for the Communications Solutions segment for 2023 compared to 2022 was primarily driven by operating leverage on the lower sales volumes, partially offset by the benefit of pricing actions and strong operational performance. ​ Operating income for the Interconnect and Sensor Systems segment in 2023 was $753.7, or 18.3% of net sales, compared to $716.5, or 18.5% of net sales in 2022. The modest decrease in operating margin for the Interconnect and Sensor Systems segment for 2023 compared to 2022 was primarily driven by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company, partially offset by the normal operating leverage on the higher sales volumes combined with the benefit of pricing actions. ​ Interest expense was $139.5 in 2023 compared to $128.4 in 2022. The increase in interest expense was driven by the higher interest rate environment, which primarily impacted borrowings under the Company’s U.S. Commercial Paper Program that were outstanding throughout much of 2023. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt. ​ Provision for income taxes was at an effective rate of 20.7% in 2023 and 22.3% in 2022. Provision for income taxes in 2023 included excess tax benefits of $82.4 from stock option exercises as well as the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, all of which were partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. Provision for income taxes in 2022 included excess tax benefits of $56.0 from stock option exercises, partially offset by the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. 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 7, was 24.0% and 24.5% for 2023 and 2022, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​ Net income from continuing operations attributable to Amphenol Corporation and Net income from continuing operations per common share attributable to Amphenol Corporation-Diluted (“Diluted EPS”) were $1,928.0 and $3.11, respectively, for 2023, compared to $1,902.3 and $3.06, respectively, for 2022. Excluding the effect of the items discussed above, Adjusted Net Income from continuing operations 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 7, were $1,870.4 and $3.01, respectively, for 2023, compared to $1,864.7 and $3.00, respectively, for 2022. ​ 31 31 31 Table of ContentsThe following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income from continuing operations attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (all on a continuing operations basis only, each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2023 and 2022:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2023​2022​​​​​​​Net Income​​​​​ ​​​​​​Net Income​​​​​​​​​​​​attributable​Effective​​​​​​​​​attributable​Effective​​​​​Operating​Operating​to Amphenol​Tax ​Diluted​Operating​Operating​to Amphenol​Tax ​Diluted​​Income Margin (1) Corporation Rate (1) ​EPS Income Margin (1) Corporation Rate (1) ​EPSReported (GAAP)​$ 2,559.6 20.4% $ 1,928.0​ 20.7% $ 3.11​$ 2,585.8 20.5% $ 1,902.3​ 22.3% $ 3.06Acquisition-related expenses ​​ 34.6​ 0.3​​ 30.2​ (0.2)​​ 0.05​​ 21.5​ 0.2​​ 18.4​ (0.1)​​ 0.03Gain on bargain purchase acquisition​​ —​ —​​ (5.4)​ 0.1​​ (0.01)​​ —​ —​​ —​ —​​ —Excess tax benefits related to stock-based compensation​​ —​ —​​ (82.4)​ 3.4​​ (0.13)​​ —​ —​​ (56.0)​ 2.3​​ (0.09)Adjusted (non-GAAP) (2)​$ 2,594.2​ 20.7% $ 1,870.4​ 24.0% $ 3.01​$ 2,607.3​ 20.7% $ 1,864.7​ 24.5% $ 3.00​Note: All data in the tables above are on a continuing operations basis only and exclude results associated with discontinued operations.​(1)While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.(2)All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​​2022 Compared to 2021​Net sales were $12,623.0 for the year ended December 31, 2022 compared to $10,876.3 for the year ended December 31, 2021, which represented an increase of 16% in U.S. dollars, 19% in constant currencies and 15% organically (excluding both currency and acquisition impacts) compared to the prior year. The increase in net sales in 2022 was driven by robust growth across all three reportable business segments, as described below. From an end market standpoint, the increase in net sales was driven by robust organic growth across most end markets, including the automotive, IT datacom, industrial, broadband communications and commercial aerospace markets, moderate organic growth in the defense, mobile networks and mobile devices markets, and contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $470.1, reflecting broad-based growth across our global automotive market, including the Company’s strength in next-generation electronics, in particular electric and hybrid drive trains, power management, infotainment communications, antenna and antenna assemblies, charging stations, and safety and security systems. Net sales to the IT datacom market increased approximately $414.6, as we continue to benefit from our strong technology solutions and leading position across a broad array of applications as customers continue to support higher demand for increased bandwidth and cloud storage, along with contributions from acquisitions. Net sales to the industrial market increased approximately $399.7, with broad-based growth across nearly all market segments of the global industrial market, with particular strength in e-mobility applications primarily in heavy and commercial vehicles, along with strong growth in factory automation, alternative energy, medical, and transportation applications, as well as contributions from acquisitions. Net sales to the broadband communications market increased approximately $241.2, driven by increased overall demand from broadband service operators related to data network upgrades and expansions, along with contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $85.6, primarily due to the continued recovery in travel and demand for aircraft, along with contributions from acquisitions. Net sales to the defense market increased approximately $47.9, driven by strength in space-related applications, unmanned aerial vehicles, ground vehicles, and avionics, as well as contributions from acquisitions. Net sales to the mobile networks market increased approximately $46.4, driven by continued recovery in demand from mobile networks equipment manufacturers and mobile operators, along with contributions from acquisitions. Net sales to the mobile devices market increased approximately $41.2, driven by growth in products incorporated into smartphones and wearable devices, partially offset by moderations in sales of tablets, hearable devices and laptops. ​Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) increased 13% in U.S. dollars, 16% in constant currencies and 15% organically, in 2022, compared to 2021. The sales growth in 2022 was driven by strong organic growth in the industrial, automotive and commercial aerospace markets, and moderate organic 32 Table of Contents Table of Contents Table of Contents The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income from continuing operations attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (all on a continuing operations basis only, each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2023 and 2022:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2023​2022​​​​​​​Net Income​​​​​ ​​​​​​Net Income​​​​​​​​​​​​attributable​Effective​​​​​​​​​attributable​Effective​​​​​Operating​Operating​to Amphenol​Tax ​Diluted​Operating​Operating​to Amphenol​Tax ​Diluted​​Income Margin (1) Corporation Rate (1) ​EPS Income Margin (1) Corporation Rate (1) ​EPSReported (GAAP)​$ 2,559.6 20.4% $ 1,928.0​ 20.7% $ 3.11​$ 2,585.8 20.5% $ 1,902.3​ 22.3% $ 3.06Acquisition-related expenses ​​ 34.6​ 0.3​​ 30.2​ (0.2)​​ 0.05​​ 21.5​ 0.2​​ 18.4​ (0.1)​​ 0.03Gain on bargain purchase acquisition​​ —​ —​​ (5.4)​ 0.1​​ (0.01)​​ —​ —​​ —​ —​​ —Excess tax benefits related to stock-based compensation​​ —​ —​​ (82.4)​ 3.4​​ (0.13)​​ —​ —​​ (56.0)​ 2.3​​ (0.09)Adjusted (non-GAAP) (2)​$ 2,594.2​ 20.7% $ 1,870.4​ 24.0% $ 3.01​$ 2,607.3​ 20.7% $ 1,864.7​ 24.5% $ 3.00​Note: All data in the tables above are on a continuing operations basis only and exclude results associated with discontinued operations.​(1)While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.(2)All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.​​2022 Compared to 2021​Net sales were $12,623.0 for the year ended December 31, 2022 compared to $10,876.3 for the year ended December 31, 2021, which represented an increase of 16% in U.S. dollars, 19% in constant currencies and 15% organically (excluding both currency and acquisition impacts) compared to the prior year. The increase in net sales in 2022 was driven by robust growth across all three reportable business segments, as described below. From an end market standpoint, the increase in net sales was driven by robust organic growth across most end markets, including the automotive, IT datacom, industrial, broadband communications and commercial aerospace markets, moderate organic growth in the defense, mobile networks and mobile devices markets, and contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $470.1, reflecting broad-based growth across our global automotive market, including the Company’s strength in next-generation electronics, in particular electric and hybrid drive trains, power management, infotainment communications, antenna and antenna assemblies, charging stations, and safety and security systems. Net sales to the IT datacom market increased approximately $414.6, as we continue to benefit from our strong technology solutions and leading position across a broad array of applications as customers continue to support higher demand for increased bandwidth and cloud storage, along with contributions from acquisitions. Net sales to the industrial market increased approximately $399.7, with broad-based growth across nearly all market segments of the global industrial market, with particular strength in e-mobility applications primarily in heavy and commercial vehicles, along with strong growth in factory automation, alternative energy, medical, and transportation applications, as well as contributions from acquisitions. Net sales to the broadband communications market increased approximately $241.2, driven by increased overall demand from broadband service operators related to data network upgrades and expansions, along with contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $85.6, primarily due to the continued recovery in travel and demand for aircraft, along with contributions from acquisitions. Net sales to the defense market increased approximately $47.9, driven by strength in space-related applications, unmanned aerial vehicles, ground vehicles, and avionics, as well as contributions from acquisitions. Net sales to the mobile networks market increased approximately $46.4, driven by continued recovery in demand from mobile networks equipment manufacturers and mobile operators, along with contributions from acquisitions. Net sales to the mobile devices market increased approximately $41.2, driven by growth in products incorporated into smartphones and wearable devices, partially offset by moderations in sales of tablets, hearable devices and laptops. ​Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) increased 13% in U.S. dollars, 16% in constant currencies and 15% organically, in 2022, compared to 2021. The sales growth in 2022 was driven by strong organic growth in the industrial, automotive and commercial aerospace markets, and moderate organic The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income from continuing operations attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (all on a continuing operations basis only, each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "Balance as of January 1, 2022", "prior_title": "Balance as of December 31, 2021", "similarity_score": 0.705, "confidence": "medium", "key_changes": [ "Reworded sentence: \"1,201.4 ​ $ 1.2 ​ (3.2) ​ $ (100.0) ​ $ 2,408.4 ​ $ 4,278.9 ​ $ (286.5) ​ $ 58.1 ​ $ 6,360.1 ​ $ 19.0 ​ Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,902.3 ​ ​ ​ ​ 12.9 ​ 1,915.2 ​ 1.6 ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (248.5) ​ (5.0) ​ (253.5) ​ — ​ Purchase of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1.8) ​ ​ ​ ​ ​ ​ ​ ​ (2.8) ​ ​ (4.6) ​ ​ ​ ​ Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (5.3) ​ (5.3) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ​ (19.8) ​ (730.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (730.5) ​ ​ ​ ​ Retirement of treasury stock (18.7) ​ — ​ 18.7 ​ 689.7 ​ ​ ​ ​ (689.7) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Stock options exercised 9.3 ​ — ​ 1.9 ​ ​ 61.0 ​ 153.7 ​ ​ (29.5) ​ ​ ​ ​ ​ ​ ​ 185.2 ​ ​ ​ ​ Dividends declared ($0.405 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (482.6) ​ ​ ​ ​ ​ ​ ​ (482.6) ​ ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89.5 ​ ​ ​ ​\"" ], "current_body": "1,201.4 ​ $ 1.2 ​ (3.2) ​ $ (100.0) ​ $ 2,408.4 ​ $ 4,278.9 ​ $ (286.5) ​ $ 58.1 ​ $ 6,360.1 ​ $ 19.0 ​ Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,902.3 ​ ​ ​ ​ 12.9 ​ 1,915.2 ​ 1.6 ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (248.5) ​ (5.0) ​ (253.5) ​ — ​ Purchase of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1.8) ​ ​ ​ ​ ​ ​ ​ ​ (2.8) ​ ​ (4.6) ​ ​ ​ ​ Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (5.3) ​ (5.3) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ​ (19.8) ​ (730.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (730.5) ​ ​ ​ ​ Retirement of treasury stock (18.7) ​ — ​ 18.7 ​ 689.7 ​ ​ ​ ​ (689.7) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Stock options exercised 9.3 ​ — ​ 1.9 ​ ​ 61.0 ​ 153.7 ​ ​ (29.5) ​ ​ ​ ​ ​ ​ ​ 185.2 ​ ​ ​ ​ Dividends declared ($0.405 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (482.6) ​ ​ ​ ​ ​ ​ ​ (482.6) ​ ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89.5 ​ ​ ​ ​", "prior_body": "600.7 ​ ​ 0.6 ​ (1.6) ​ ​ (100.0) ​ ​ 2,409.0 ​ ​ 4,278.9 ​ ​ (286.5) ​ ​ 58.1 ​ ​ 6,360.1 ​ ​ 19.0 ​ Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,902.3 ​ ​ ​ ​ 12.9 ​ 1,915.2 ​ 1.6 ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (248.5) ​ (5.0) ​ (253.5) ​ — ​ Purchase of noncontrolling interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1.8) ​ ​ ​ ​ ​ ​ ​ ​ (2.8) ​ ​ (4.6) ​ ​ ​ ​ Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (5.3) ​ (5.3) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ​ (9.9) ​ (730.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (730.5) ​ ​ ​ ​ Retirement of treasury stock (9.3) ​ — ​ 9.3 ​ 689.7 ​ ​ ​ ​ (689.7) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Stock options exercised 4.6 ​ — ​ 1.0 ​ ​ 61.0 ​ 153.7 ​ ​ (29.5) ​ ​ ​ ​ ​ ​ ​ 185.2 ​ ​ ​ ​ Dividends declared ($0.81 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (482.6) ​ ​ ​ ​ ​ ​ ​ (482.6) ​ ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89.5 ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "Year Ended December 31,", "prior_title": "Year Ended December 31,", "similarity_score": 0.683, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,441.6 ​ $ 1,945.5 ​ $ 1,916.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive (loss) income, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ (201.1) ​ (0.9) ​ (265.2) ​ Unrealized loss on hedging activities ​ — ​ — ​ (0.1) ​ Pension and postretirement benefit plan adjustment ​ ​ 16.6 ​ ​ 1.1 ​ ​ 11.8 ​ Total other comprehensive (loss) income, net of tax ​ (184.5) ​ 0.2 ​ (253.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive income ​ 2,257.1 ​ 1,945.7 ​ 1,663.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Comprehensive income attributable to noncontrolling interests ​ (15.8) ​ (16.3) ​ (9.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income attributable to Amphenol Corporation ​ $ 2,241.3 ​ $ 1,929.4 ​ $ 1,653.8 ​ ​ ​ See accompanying notes to consolidated financial statements.\"" ], "current_body": "​ 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 66.2 ​ 67.5 ​ 68.1 ​ Acquisition-related expenses 0.8 ​ 0.3 ​ 0.2 ​ Selling, general and administrative expenses 12.2 ​ 11.9 ​ 11.3 ​ Operating income 20.7 ​ 20.4 ​ 20.5 ​ Interest expense (1.4) ​ (1.1) ​ (1.0) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.5 ​ 0.2 ​ 0.1 ​ Income before income taxes 19.8 ​ 19.6 ​ 19.5 ​ Provision for income taxes (3.7) ​ (4.1) ​ (4.4) ​ Net income 16.0 ​ 15.5 ​ 15.2 ​ Net income attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income attributable to Amphenol Corporation 15.9 % 15.4 % 15.1 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​", "prior_body": "​ 2023 2022 2021 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 67.5 ​ 68.1 ​ 68.7 ​ Acquisition-related expenses 0.3 ​ 0.2 ​ 0.6 ​ Selling, general and administrative expenses 11.9 ​ 11.3 ​ 11.3 ​ Operating income 20.4 ​ 20.5 ​ 19.4 ​ Interest expense (1.1) ​ (1.0) ​ (1.1) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.2 ​ 0.1 ​ — ​ Income from continuing operations before income taxes 19.6 ​ 19.5 ​ 18.3 ​ Provision for income taxes (4.1) ​ (4.4) ​ (3.8) ​ Net income from continuing operations 15.5 ​ 15.2 ​ 14.5 ​ Net income from continuing operations attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income from continuing operations attributable to Amphenol Corporation ​ 15.4 ​ 15.1 ​ 14.4 ​ Income from discontinued operations attributable to Amphenol Corporation — ​ — ​ 0.2 ​ Net income attributable to Amphenol Corporation 15.4 % 15.1 % 14.6 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​" }, { "status": "MODIFIED", "current_title": "Year Ended December 31,", "prior_title": "Year Ended December 31,", "similarity_score": 0.662, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ ​ 2024 2023 2022 Net sales ​ $ 15,222.7 ​ $ 12,554.7 ​ $ 12,623.0 ​ Cost of sales ​ 10,083.0 ​ 8,470.6 ​ 8,594.8 ​ Gross profit ​ 5,139.7 ​ 4,084.1 ​ 4,028.2 ​ Acquisition-related expenses ​ 127.4 ​ 34.6 ​ 21.5 ​ Selling, general and administrative expenses ​ 1,855.4 ​ 1,489.9 ​ 1,420.9 ​ Operating income ​ 3,156.9 ​ 2,559.6 ​ 2,585.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ (217.0) ​ (139.5) ​ (128.4) ​ Gain on bargain purchase acquisition ​ — ​ 5.4 ​ — ​ Other income (expense), net ​ 72.0 ​ 29.3 ​ 10.0 ​ Income before income taxes ​ 3,011.9 ​ 2,454.8 ​ 2,467.4 ​ Provision for income taxes ​ (570.3) ​ ​ (509.3) ​ (550.6) ​ Net income ​ ​ 2,441.6 ​ ​ 1,945.5 ​ ​ 1,916.8 ​ Less: Net income attributable to noncontrolling interests ​ (17.6) ​ (17.5) ​ (14.5) ​ Net income attributable to Amphenol Corporation ​ $ 2,424.0 ​ $ 1,928.0 ​ $ 1,902.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Amphenol Corporation per common share — Basic ​ $ 2.01 ​ $ 1.62 ​ $ 1.60 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Basic ​ 1,203.8 ​ 1,193.0 ​ 1,192.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Amphenol Corporation per common share — Diluted ​ $ 1.92 ​ $ 1.55 ​ $ 1.53 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Diluted ​ 1,263.6 ​ 1,241.2 ​ 1,242.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared per common share ​ $ 0.55 ​ $ 0.425 ​ $ 0.405 ​ ​ ​ ​ See accompanying notes to consolidated financial statements.\"" ], "current_body": "​ 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 66.2 ​ 67.5 ​ 68.1 ​ Acquisition-related expenses 0.8 ​ 0.3 ​ 0.2 ​ Selling, general and administrative expenses 12.2 ​ 11.9 ​ 11.3 ​ Operating income 20.7 ​ 20.4 ​ 20.5 ​ Interest expense (1.4) ​ (1.1) ​ (1.0) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.5 ​ 0.2 ​ 0.1 ​ Income before income taxes 19.8 ​ 19.6 ​ 19.5 ​ Provision for income taxes (3.7) ​ (4.1) ​ (4.4) ​ Net income 16.0 ​ 15.5 ​ 15.2 ​ Net income attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income attributable to Amphenol Corporation 15.9 % 15.4 % 15.1 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​", "prior_body": "​ 2023 2022 2021 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 67.5 ​ 68.1 ​ 68.7 ​ Acquisition-related expenses 0.3 ​ 0.2 ​ 0.6 ​ Selling, general and administrative expenses 11.9 ​ 11.3 ​ 11.3 ​ Operating income 20.4 ​ 20.5 ​ 19.4 ​ Interest expense (1.1) ​ (1.0) ​ (1.1) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.2 ​ 0.1 ​ — ​ Income from continuing operations before income taxes 19.6 ​ 19.5 ​ 18.3 ​ Provision for income taxes (4.1) ​ (4.4) ​ (3.8) ​ Net income from continuing operations 15.5 ​ 15.2 ​ 14.5 ​ Net income from continuing operations attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income from continuing operations attributable to Amphenol Corporation ​ 15.4 ​ 15.1 ​ 14.4 ​ Income from discontinued operations attributable to Amphenol Corporation — ​ — ​ 0.2 ​ Net income attributable to Amphenol Corporation 15.4 % 15.1 % 14.6 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​" }, { "status": "MODIFIED", "current_title": "Recent Accounting Pronouncements", "prior_title": "Recent Accounting Pronouncements", "similarity_score": 0.642, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.\"", "Reworded sentence: \"The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses by requiring entities to disclose on an annual and interim basis: (i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.\"", "Reworded sentence: \"As part of this Annual Report, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented.\"", "Reworded sentence: \"Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow 65 65 65 Table of Contentsprospects.\"", "Reworded sentence: \"The Company continues to evaluate ASU 2023-09 and its disclosure requirements, and will adopt this standard in our upcoming Annual Report on Form 10-K for the year ended December 31, 2025.​In November 2024, the FASB issued ASU No.\"" ], "current_body": "​ Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements, including those adopted by the Company. ​ 46 46 46 Table of ContentsCritical Accounting Estimates​The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere. Estimates are adjusted as new information becomes available. Actual results could differ from those estimates. The Company believes that the following accounting policies and estimates are most critical since they require significant assumptions and judgments that inherently are subject to risks and uncertainties. The significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements.​Revenue Recognition ​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price.​The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2024, 2023 and 2022, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2024 and 2023. ​Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends. ​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the 47 Table of Contents Table of Contents Table of Contents Critical Accounting Estimates​The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere. Estimates are adjusted as new information becomes available. Actual results could differ from those estimates. The Company believes that the following accounting policies and estimates are most critical since they require significant assumptions and judgments that inherently are subject to risks and uncertainties. The significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements.​Revenue Recognition ​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price.​The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2024, 2023 and 2022, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2024 and 2023. ​Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends. ​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Critical Accounting Estimates​The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere. Estimates are adjusted as new information becomes available. Actual results could differ from those estimates. The Company believes that the following accounting policies and estimates are most critical since they require significant assumptions and judgments that inherently are subject to risks and uncertainties. The significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements.​Revenue Recognition ​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price.​The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2024, 2023 and 2022, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2024 and 2023. ​Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends. ​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the", "prior_body": "​ Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements, including those adopted by the Company. ​ ​ 44 44 44 Table of ContentsCritical Accounting Estimates​The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere. Estimates are adjusted as new information becomes available. Actual results could differ from those estimates. The Company believes that the following accounting policies and estimates are most critical since they require significant assumptions and judgments that inherently are subject to risks and uncertainties. The significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements.​Revenue Recognition ​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price. ​The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2023, 2022 and 2021, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2023 and 2022. ​Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends. ​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2023, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,350 related to certain geographies, as it is the 45 Table of Contents Table of Contents Table of Contents Critical Accounting Estimates​The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere. Estimates are adjusted as new information becomes available. Actual results could differ from those estimates. The Company believes that the following accounting policies and estimates are most critical since they require significant assumptions and judgments that inherently are subject to risks and uncertainties. The significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements.​Revenue Recognition ​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price. ​The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2023, 2022 and 2021, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2023 and 2022. ​Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends. ​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2023, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,350 related to certain geographies, as it is the" }, { "status": "MODIFIED", "current_title": "Corporation", "prior_title": "Corporation", "similarity_score": 0.637, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Rate (1) ​ EPS Reported (GAAP) ​ $ 2,559.6 20.4 % $ 1,928.0 ​ 20.7 % $ 1.55 ​ $ 2,585.8 20.5 % $ 1,902.3 ​ 22.3 % $ 1.53 Acquisition-related expenses ​ ​ 34.6 ​ 0.3 ​ ​ 30.2 ​ (0.2) ​ ​ 0.02 ​ ​ 21.5 ​ 0.2 ​ ​ 18.4 ​ (0.1) ​ ​ 0.01 Gain on bargain purchase acquisition ​ ​ — ​ — ​ ​ (5.4) ​ 0.1 ​ ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Excess tax benefits related to stock-based compensation ​ ​ — ​ — ​ ​ (82.4) ​ 3.4 ​ ​ (0.07) ​ ​ — ​ — ​ ​ (56.0) ​ 2.3 ​ ​ (0.05) Adjusted (non-GAAP) (2) ​ $ 2,594.2 ​ 20.7 % $ 1,870.4 ​ 24.0 % $ 1.51 ​ $ 2,607.3 ​ 20.7 % $ 1,864.7 ​ 24.5 % $ 1.50 ​ ​\"" ], "current_body": "Rate (1) ​ EPS Reported (GAAP) ​ $ 3,156.9 20.7 % $ 2,424.0 ​ 18.9 % $ 1.92 ​ $ 2,559.6 20.4 % $ 1,928.0 ​ 20.7 % $ 1.55 Amortization of acquisition-related inventory step-up costs ​ ​ 18.2 ​ 0.1 ​ ​ 14.0 ​ — ​ ​ 0.01 ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Acquisition-related expenses ​ ​ 127.4 ​ 0.8 ​ ​ 105.3 ​ (0.3) ​ ​ 0.08 ​ ​ 34.6 ​ 0.3 ​ ​ 30.2 ​ (0.2) ​ ​ 0.02 Gain on bargain purchase acquisition ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ (5.4) ​ 0.1 ​ ​ — Excess tax benefits related to stock-based compensation ​ ​ — ​ — ​ ​ (142.6) ​ 4.7 ​ ​ (0.11) ​ ​ — ​ — ​ ​ (82.4) ​ 3.4 ​ ​ (0.07) Discrete tax items ​ ​ — ​ — ​ ​ (18.6) ​ 0.6 ​ ​ (0.01) ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Adjusted (non-GAAP) (2) ​ $ 3,302.5 ​ 21.7 % $ 2,382.1 ​ 24.0 % $ 1.89 ​ $ 2,594.2 ​ 20.7 % $ 1,870.4 ​ 24.0 % $ 1.51 ​ ​ ​", "prior_body": "Rate (1) ​ EPS Reported (GAAP) ​ $ 2,559.6 20.4 % $ 1,928.0 ​ 20.7 % $ 3.11 ​ $ 2,585.8 20.5 % $ 1,902.3 ​ 22.3 % $ 3.06 Acquisition-related expenses ​ ​ 34.6 ​ 0.3 ​ ​ 30.2 ​ (0.2) ​ ​ 0.05 ​ ​ 21.5 ​ 0.2 ​ ​ 18.4 ​ (0.1) ​ ​ 0.03 Gain on bargain purchase acquisition ​ ​ — ​ — ​ ​ (5.4) ​ 0.1 ​ ​ (0.01) ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Excess tax benefits related to stock-based compensation ​ ​ — ​ — ​ ​ (82.4) ​ 3.4 ​ ​ (0.13) ​ ​ — ​ — ​ ​ (56.0) ​ 2.3 ​ ​ (0.09) Adjusted (non-GAAP) (2) ​ $ 2,594.2 ​ 20.7 % $ 1,870.4 ​ 24.0 % $ 3.01 ​ $ 2,607.3 ​ 20.7 % $ 1,864.7 ​ 24.5 % $ 3.00 ​ Note: All data in the tables above are on a continuing operations basis only and exclude results associated with discontinued operations. ​ ​ ​" }, { "status": "MODIFIED", "current_title": "How the Critical Audit Matter Was Addressed in the Audit", "prior_title": "How the Critical Audit Matter Was Addressed in the Audit", "similarity_score": 0.612, "confidence": "medium", "key_changes": [ "Reworded sentence: \"​ Our audit procedures related to uncertain tax positions included the following, among others: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Deloitte & Touche LLP Deloitte & Touche LLP ​ Hartford, Connecticut Hartford, Connecticut February 7, 2025 ​ We have served as the Company’s auditor since 1997.\"" ], "current_body": "​ Our audit procedures related to uncertain tax positions included the following, among others: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Deloitte & Touche LLP Deloitte & Touche LLP ​ Hartford, Connecticut Hartford, Connecticut February 7, 2025 ​ We have served as the Company’s auditor since 1997. 51 51 51 Table of ContentsAMPHENOL CORPORATIONConsolidated Statements of Income(dollars and shares in millions, except per share data)​​​​​​​​​​​​​​Year Ended December 31, ​​ 2024 2023 2022 Net sales​$ 15,222.7​$ 12,554.7​$ 12,623.0​Cost of sales​ 10,083.0​ 8,470.6​ 8,594.8​Gross profit​ 5,139.7​ 4,084.1​ 4,028.2​Acquisition-related expenses​ 127.4​ 34.6​ 21.5​Selling, general and administrative expenses​ 1,855.4​ 1,489.9​ 1,420.9​Operating income​ 3,156.9​ 2,559.6​ 2,585.8​​​​​​​​​​​​Interest expense​ (217.0)​ (139.5)​ (128.4)​Gain on bargain purchase acquisition​ —​ 5.4​ —​Other income (expense), net​ 72.0​ 29.3​ 10.0​Income before income taxes​ 3,011.9​ 2,454.8​ 2,467.4​Provision for income taxes​ (570.3)​​ (509.3)​ (550.6)​Net income​​ 2,441.6​​ 1,945.5​​ 1,916.8​Less: Net income attributable to noncontrolling interests​ (17.6)​ (17.5)​ (14.5)​Net income attributable to Amphenol Corporation​$ 2,424.0​$ 1,928.0​$ 1,902.3​​​​​​​​​​​​Net income attributable to Amphenol Corporation per common share — Basic​$ 2.01​$ 1.62​$ 1.60​​​​​​​​​​​​Weighted average common shares outstanding — Basic​ 1,203.8​ 1,193.0​ 1,192.3​​​​​​​​​​​​Net income attributable to Amphenol Corporation per common share — Diluted​$ 1.92​$ 1.55​$ 1.53​​​​​​​​​​​​Weighted average common shares outstanding — Diluted​ 1,263.6​ 1,241.2​ 1,242.0​​​​​​​​​​​​Dividends declared per common share ​$ 0.55​$ 0.425​$ 0.405​​​​See accompanying notes to consolidated financial statements.​52 Table of Contents Table of Contents Table of Contents AMPHENOL CORPORATIONConsolidated Statements of Income(dollars and shares in millions, except per share data)​​​​​​​​​​​​​​Year Ended December 31, ​​ 2024 2023 2022 Net sales​$ 15,222.7​$ 12,554.7​$ 12,623.0​Cost of sales​ 10,083.0​ 8,470.6​ 8,594.8​Gross profit​ 5,139.7​ 4,084.1​ 4,028.2​Acquisition-related expenses​ 127.4​ 34.6​ 21.5​Selling, general and administrative expenses​ 1,855.4​ 1,489.9​ 1,420.9​Operating income​ 3,156.9​ 2,559.6​ 2,585.8​​​​​​​​​​​​Interest expense​ (217.0)​ (139.5)​ (128.4)​Gain on bargain purchase acquisition​ —​ 5.4​ —​Other income (expense), net​ 72.0​ 29.3​ 10.0​Income before income taxes​ 3,011.9​ 2,454.8​ 2,467.4​Provision for income taxes​ (570.3)​​ (509.3)​ (550.6)​Net income​​ 2,441.6​​ 1,945.5​​ 1,916.8​Less: Net income attributable to noncontrolling interests​ (17.6)​ (17.5)​ (14.5)​Net income attributable to Amphenol Corporation​$ 2,424.0​$ 1,928.0​$ 1,902.3​​​​​​​​​​​​Net income attributable to Amphenol Corporation per common share — Basic​$ 2.01​$ 1.62​$ 1.60​​​​​​​​​​​​Weighted average common shares outstanding — Basic​ 1,203.8​ 1,193.0​ 1,192.3​​​​​​​​​​​​Net income attributable to Amphenol Corporation per common share — Diluted​$ 1.92​$ 1.55​$ 1.53​​​​​​​​​​​​Weighted average common shares outstanding — Diluted​ 1,263.6​ 1,241.2​ 1,242.0​​​​​​​​​​​​Dividends declared per common share ​$ 0.55​$ 0.425​$ 0.405​​​​See accompanying notes to consolidated financial statements.​ AMPHENOL CORPORATIONConsolidated Statements of Income(dollars and shares in millions, except per share data)​​​​​​​​​​​​​​Year Ended December 31, ​​ 2024 2023 2022 Net sales​$ 15,222.7​$ 12,554.7​$ 12,623.0​Cost of sales​ 10,083.0​ 8,470.6​ 8,594.8​Gross profit​ 5,139.7​ 4,084.1​ 4,028.2​Acquisition-related expenses​ 127.4​ 34.6​ 21.5​Selling, general and administrative expenses​ 1,855.4​ 1,489.9​ 1,420.9​Operating income​ 3,156.9​ 2,559.6​ 2,585.8​​​​​​​​​​​​Interest expense​ (217.0)​ (139.5)​ (128.4)​Gain on bargain purchase acquisition​ —​ 5.4​ —​Other income (expense), net​ 72.0​ 29.3​ 10.0​Income before income taxes​ 3,011.9​ 2,454.8​ 2,467.4​Provision for income taxes​ (570.3)​​ (509.3)​ (550.6)​Net income​​ 2,441.6​​ 1,945.5​​ 1,916.8​Less: Net income attributable to noncontrolling interests​ (17.6)​ (17.5)​ (14.5)​Net income attributable to Amphenol Corporation​$ 2,424.0​$ 1,928.0​$ 1,902.3​​​​​​​​​​​​Net income attributable to Amphenol Corporation per common share — Basic​$ 2.01​$ 1.62​$ 1.60​​​​​​​​​​​​Weighted average common shares outstanding — Basic​ 1,203.8​ 1,193.0​ 1,192.3​​​​​​​​​​​​Net income attributable to Amphenol Corporation per common share — Diluted​$ 1.92​$ 1.55​$ 1.53​​​​​​​​​​​​Weighted average common shares outstanding — Diluted​ 1,263.6​ 1,241.2​ 1,242.0​​​​​​​​​​​​Dividends declared per common share ​$ 0.55​$ 0.425​$ 0.405​​​​See accompanying notes to consolidated financial statements.​", "prior_body": "​ Our audit procedures related to uncertain tax positions included the following, among others: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Deloitte & Touche LLP Deloitte & Touche LLP ​ Hartford, Connecticut Hartford, Connecticut February 7, 2024 ​ We have served as the Company’s auditor since 1997. 49 49 49 Table of ContentsAMPHENOL CORPORATIONConsolidated Statements of Income(dollars and shares in millions, except per share data)​​​​​​​​​​​​​​Year Ended December 31, ​​ 2023 2022 2021 Net sales ​$ 12,554.7​$ 12,623.0​$ 10,876.3​Cost of sales ​ 8,470.6​ 8,594.8​ 7,474.5​Gross profit ​ 4,084.1​ 4,028.2​ 3,401.8​Acquisition-related expenses ​ 34.6​ 21.5​ 70.4​Selling, general and administrative expenses ​ 1,489.9​ 1,420.9​ 1,226.3​Operating income ​ 2,559.6​ 2,585.8​ 2,105.1​​​​​​​​​​​​Interest expense ​ (139.5)​ (128.4)​ (115.5)​Gain on bargain purchase acquisition​ 5.4​ —​ —​Other income (expense), net ​ 29.3​ 10.0​ (0.4)​Income from continuing operations before income taxes ​ 2,454.8​ 2,467.4​ 1,989.2​Provision for income taxes ​ (509.3)​ (550.6)​ (409.1)​Net income from continuing operations​​ 1,945.5​​ 1,916.8​​ 1,580.1​Less: Net income from continuing operations attributable to noncontrolling interests​ (17.5)​ (14.5)​ (10.7)​Net income from continuing operations attributable to Amphenol Corporation​ 1,928.0​ 1,902.3​ 1,569.4​Income from discontinued operations attributable to Amphenol Corporation, net of income taxes of ($3.2) for 2021​​ —​​ —​​ 21.4​Net income attributable to Amphenol Corporation ​$ 1,928.0​$ 1,902.3​$ 1,590.8​​​​​​​​​​​​Net income per common share attributable to Amphenol Corporation — Basic:​​​​​​​​​​Continuing operations​$ 3.23​$ 3.19​$ 2.62​Discontinued operations, net of income taxes​​ —​​ —​​ 0.04​Net income attributable to Amphenol Corporation — Basic​$ 3.23​$ 3.19​$ 2.66​​​​​​​​​​​​Weighted average common shares outstanding — Basic ​ 596.5​ 596.2​ 597.9​​​​​​​​​​​​Net income per common share attributable to Amphenol Corporation — Diluted:​​​​​​​​​​Continuing operations​$ 3.11​$ 3.06​$ 2.51​Discontinued operations, net of income taxes​​ —​​ —​​ 0.03​Net income attributable to Amphenol Corporation — Diluted​$ 3.11​$ 3.06​$ 2.54​​​​​​​​​​​​Weighted average common shares outstanding — Diluted ​ 620.6​ 621.0​ 625.5​​​​​​​​​​​​Dividends declared per common share ​$ 0.85​$ 0.81​$ 0.635​​Note: Per share amounts may not add due to rounding.​​See accompanying notes to consolidated financial statements.​50 Table of Contents Table of Contents Table of Contents AMPHENOL CORPORATIONConsolidated Statements of Income(dollars and shares in millions, except per share data)​​​​​​​​​​​​​​Year Ended December 31, ​​ 2023 2022 2021 Net sales ​$ 12,554.7​$ 12,623.0​$ 10,876.3​Cost of sales ​ 8,470.6​ 8,594.8​ 7,474.5​Gross profit ​ 4,084.1​ 4,028.2​ 3,401.8​Acquisition-related expenses ​ 34.6​ 21.5​ 70.4​Selling, general and administrative expenses ​ 1,489.9​ 1,420.9​ 1,226.3​Operating income ​ 2,559.6​ 2,585.8​ 2,105.1​​​​​​​​​​​​Interest expense ​ (139.5)​ (128.4)​ (115.5)​Gain on bargain purchase acquisition​ 5.4​ —​ —​Other income (expense), net ​ 29.3​ 10.0​ (0.4)​Income from continuing operations before income taxes ​ 2,454.8​ 2,467.4​ 1,989.2​Provision for income taxes ​ (509.3)​ (550.6)​ (409.1)​Net income from continuing operations​​ 1,945.5​​ 1,916.8​​ 1,580.1​Less: Net income from continuing operations attributable to noncontrolling interests​ (17.5)​ (14.5)​ (10.7)​Net income from continuing operations attributable to Amphenol Corporation​ 1,928.0​ 1,902.3​ 1,569.4​Income from discontinued operations attributable to Amphenol Corporation, net of income taxes of ($3.2) for 2021​​ —​​ —​​ 21.4​Net income attributable to Amphenol Corporation ​$ 1,928.0​$ 1,902.3​$ 1,590.8​​​​​​​​​​​​Net income per common share attributable to Amphenol Corporation — Basic:​​​​​​​​​​Continuing operations​$ 3.23​$ 3.19​$ 2.62​Discontinued operations, net of income taxes​​ —​​ —​​ 0.04​Net income attributable to Amphenol Corporation — Basic​$ 3.23​$ 3.19​$ 2.66​​​​​​​​​​​​Weighted average common shares outstanding — Basic ​ 596.5​ 596.2​ 597.9​​​​​​​​​​​​Net income per common share attributable to Amphenol Corporation — Diluted:​​​​​​​​​​Continuing operations​$ 3.11​$ 3.06​$ 2.51​Discontinued operations, net of income taxes​​ —​​ —​​ 0.03​Net income attributable to Amphenol Corporation — Diluted​$ 3.11​$ 3.06​$ 2.54​​​​​​​​​​​​Weighted average common shares outstanding — Diluted ​ 620.6​ 621.0​ 625.5​​​​​​​​​​​​Dividends declared per common share ​$ 0.85​$ 0.81​$ 0.635​​Note: Per share amounts may not add due to rounding.​​See accompanying notes to consolidated financial statements.​" }, { "status": "MODIFIED", "current_title": "Principles of Consolidation", "prior_title": "Principles of Consolidation", "similarity_score": 0.598, "confidence": "low", "key_changes": [ "Reworded sentence: \"The results of companies acquired are included in the Consolidated Financial Statements from the effective date of acquisition.\"", "Reworded sentence: \"Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand.​Depreciable Assets​Property, plant and equipment are carried at cost less accumulated depreciation.\"", "Reworded sentence: \"Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand.​Depreciable Assets​Property, plant and equipment are carried at cost less accumulated depreciation.\"" ], "current_body": "​ The consolidated financial statements are prepared in U.S. dollars and include the accounts of the Company and its wholly owned and majority-owned subsidiaries. Intercompany account balances and transactions have been eliminated in consolidation. The results of companies acquired are included in the Consolidated Financial Statements from the effective date of acquisition. The Company’s results of operations for each of the three years ended December 31, 2024 57 57 57 Table of Contentsmay not necessarily be indicative of its future operating results. The accompanying Financial Statements and Notes herein reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with U.S. GAAP.​Stock Split​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. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. There was no change in the number of authorized shares of common stock of the Company as a result of the stock split. ​All current and prior year data impacted by the stock split and presented in the accompanying Consolidated Financial Statements and notes thereto, including, but not limited to, number of shares and per share information, stock-based compensation data, including stock options and restricted shares and related per share data, basic and diluted earnings per share, and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. The impact to the Consolidated Balance Sheets and Consolidated Statements of Changes in Equity herein was an increase of $0.6 to Common stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all periods presented.​Cash and Cash Equivalents​Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. The carrying amounts approximate fair values of those instruments, the majority of which are typically in non-U.S. bank accounts. However, as of December 31, 2024, more than half of the Company’s cash and cash equivalents on hand was located in the United States, primarily as a result of the proceeds from the issuance of the October Senior Notes, as discussed in more detail in Note 4 herein.​Short-term and Long-term Investments​Short-term investments primarily consist of certificates of deposit with original or remaining maturities of 12 months or less. Long-term investments primarily consist of certificates of deposit with original and remaining maturities of more than 12 months. The carrying amounts of these short-term and long-term investments approximate their respective fair values, the vast majority of which are in non-U.S. bank accounts. Short-term investments are presented separately as its own line item on the Consolidated Balance Sheets. Long-term investments are recorded in Other long-term assets on the Consolidated Balance Sheets.​Accounts Receivable​Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. The Company assesses and records an allowance for expected credit losses on accounts receivable.​Inventories​Inventories are stated at the lower of cost or net realizable value. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand.​Depreciable Assets​Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and 58 Table of Contents Table of Contents Table of Contents may not necessarily be indicative of its future operating results. The accompanying Financial Statements and Notes herein reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with U.S. GAAP.​Stock Split​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. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. There was no change in the number of authorized shares of common stock of the Company as a result of the stock split. ​All current and prior year data impacted by the stock split and presented in the accompanying Consolidated Financial Statements and notes thereto, including, but not limited to, number of shares and per share information, stock-based compensation data, including stock options and restricted shares and related per share data, basic and diluted earnings per share, and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. The impact to the Consolidated Balance Sheets and Consolidated Statements of Changes in Equity herein was an increase of $0.6 to Common stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all periods presented.​Cash and Cash Equivalents​Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. The carrying amounts approximate fair values of those instruments, the majority of which are typically in non-U.S. bank accounts. However, as of December 31, 2024, more than half of the Company’s cash and cash equivalents on hand was located in the United States, primarily as a result of the proceeds from the issuance of the October Senior Notes, as discussed in more detail in Note 4 herein.​Short-term and Long-term Investments​Short-term investments primarily consist of certificates of deposit with original or remaining maturities of 12 months or less. Long-term investments primarily consist of certificates of deposit with original and remaining maturities of more than 12 months. The carrying amounts of these short-term and long-term investments approximate their respective fair values, the vast majority of which are in non-U.S. bank accounts. Short-term investments are presented separately as its own line item on the Consolidated Balance Sheets. Long-term investments are recorded in Other long-term assets on the Consolidated Balance Sheets.​Accounts Receivable​Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. The Company assesses and records an allowance for expected credit losses on accounts receivable.​Inventories​Inventories are stated at the lower of cost or net realizable value. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand.​Depreciable Assets​Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and may not necessarily be indicative of its future operating results. The accompanying Financial Statements and Notes herein reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with U.S. GAAP.​Stock Split​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. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. There was no change in the number of authorized shares of common stock of the Company as a result of the stock split. ​All current and prior year data impacted by the stock split and presented in the accompanying Consolidated Financial Statements and notes thereto, including, but not limited to, number of shares and per share information, stock-based compensation data, including stock options and restricted shares and related per share data, basic and diluted earnings per share, and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. The impact to the Consolidated Balance Sheets and Consolidated Statements of Changes in Equity herein was an increase of $0.6 to Common stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all periods presented.​Cash and Cash Equivalents​Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. The carrying amounts approximate fair values of those instruments, the majority of which are typically in non-U.S. bank accounts. However, as of December 31, 2024, more than half of the Company’s cash and cash equivalents on hand was located in the United States, primarily as a result of the proceeds from the issuance of the October Senior Notes, as discussed in more detail in Note 4 herein.​Short-term and Long-term Investments​Short-term investments primarily consist of certificates of deposit with original or remaining maturities of 12 months or less. Long-term investments primarily consist of certificates of deposit with original and remaining maturities of more than 12 months. The carrying amounts of these short-term and long-term investments approximate their respective fair values, the vast majority of which are in non-U.S. bank accounts. Short-term investments are presented separately as its own line item on the Consolidated Balance Sheets. Long-term investments are recorded in Other long-term assets on the Consolidated Balance Sheets.​Accounts Receivable​Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. The Company assesses and records an allowance for expected credit losses on accounts receivable.​Inventories​Inventories are stated at the lower of cost or net realizable value. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand.​Depreciable Assets​Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and may not necessarily be indicative of its future operating results. The accompanying Financial Statements and Notes herein reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with U.S. GAAP. ​ Stock Split ​ 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. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. There was no change in the number of authorized shares of common stock of the Company as a result of the stock split. one ​ All current and prior year data impacted by the stock split and presented in the accompanying Consolidated Financial Statements and notes thereto, including, but not limited to, number of shares and per share information, stock-based compensation data, including stock options and restricted shares and related per share data, basic and diluted earnings per share, and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. The impact to the Consolidated Balance Sheets and Consolidated Statements of Changes in Equity herein was an increase of $0.6 to Common stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all periods presented. ​", "prior_body": "​ The consolidated financial statements are prepared in U.S. dollars and include the accounts of the Company and its wholly owned and majority-owned subsidiaries. Intercompany account balances and transactions have been eliminated in consolidation. The results of companies acquired are included in the Consolidated Financial Statements from the 55 55 55 Table of Contentseffective date of acquisition. Similarly, the results of companies divested are included in the Consolidated Financial Statements during the period of Amphenol’s ownership through the date of the divestiture.​Cash and Cash Equivalents​Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. bank accounts.​Short-term and Long-term Investments​Short-term investments primarily consist of certificates of deposit with original or remaining maturities of twelve months or less. Long-term investments primarily consist of certificates of deposit with original and remaining maturities of more than twelve months. The carrying amounts of these short-term and long-term investments approximate their respective fair values, the vast majority of which are in non-U.S. bank accounts. Short-term investments are presented separately as its own line item on the Consolidated Balance Sheets. Long-term investments are recorded in Other long-term assets on the Consolidated Balance Sheets.​Accounts Receivable​Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. The Company assesses and records an allowance for expected credit losses on accounts receivable.​Inventories​Inventories are stated at the lower of cost or net realizable value. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand. ​Depreciable Assets​Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and equipment and office equipment and 20 to 40 years for buildings. Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income, dependent upon the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property, plant and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no impairments recorded in 2023, 2022 or 2021 as a result of such reviews.​Leases​Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. Lease right-of-use (“ROU”) assets and lease liabilities for existing operating leases are recognized on the Consolidated Balance Sheets. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 2 and 12 years. The remaining leases primarily consist of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real 56 Table of Contents Table of Contents Table of Contents effective date of acquisition. Similarly, the results of companies divested are included in the Consolidated Financial Statements during the period of Amphenol’s ownership through the date of the divestiture.​Cash and Cash Equivalents​Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. bank accounts.​Short-term and Long-term Investments​Short-term investments primarily consist of certificates of deposit with original or remaining maturities of twelve months or less. Long-term investments primarily consist of certificates of deposit with original and remaining maturities of more than twelve months. The carrying amounts of these short-term and long-term investments approximate their respective fair values, the vast majority of which are in non-U.S. bank accounts. Short-term investments are presented separately as its own line item on the Consolidated Balance Sheets. Long-term investments are recorded in Other long-term assets on the Consolidated Balance Sheets.​Accounts Receivable​Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. The Company assesses and records an allowance for expected credit losses on accounts receivable.​Inventories​Inventories are stated at the lower of cost or net realizable value. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand. ​Depreciable Assets​Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and equipment and office equipment and 20 to 40 years for buildings. Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income, dependent upon the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property, plant and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no impairments recorded in 2023, 2022 or 2021 as a result of such reviews.​Leases​Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. Lease right-of-use (“ROU”) assets and lease liabilities for existing operating leases are recognized on the Consolidated Balance Sheets. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 2 and 12 years. The remaining leases primarily consist of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real effective date of acquisition. Similarly, the results of companies divested are included in the Consolidated Financial Statements during the period of Amphenol’s ownership through the date of the divestiture. ​" }, { "status": "MODIFIED", "current_title": "December 31,", "prior_title": "December 31,", "similarity_score": 0.577, "confidence": "low", "key_changes": [ "Reworded sentence: \"​ ​ 2024 2023 ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 3,317.0 ​ $ 1,475.0 ​ Short-term investments ​ 18.4 ​ 185.2 ​ Total cash, cash equivalents and short-term investments ​ 3,335.4 ​ 1,660.2 ​ Accounts receivable, less allowance for doubtful accounts of $66.5 and $68.4, respectively ​ 3,287.9 ​ 2,618.4 ​ Inventories ​ 2,545.7 ​ 2,167.1 ​ Prepaid expenses and other current assets ​ 517.0 ​ 389.6 ​ Total current assets ​ 9,686.0 ​ 6,835.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 1,711.8 ​ 1,314.7 ​ Goodwill ​ ​ 8,236.2 ​ ​ 7,092.4 ​ Other intangible assets, net ​ 1,225.1 ​ 834.8 ​ Other long-term assets ​ ​ 581.1 ​ ​ 449.2 ​ Total Assets ​ $ 21,440.2 ​ $ 16,526.4 ​ ​ ​ ​ ​ ​ ​ ​ ​\"" ], "current_body": "​ ​ 2024 2023 ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 3,317.0 ​ $ 1,475.0 ​ Short-term investments ​ 18.4 ​ 185.2 ​ Total cash, cash equivalents and short-term investments ​ 3,335.4 ​ 1,660.2 ​ Accounts receivable, less allowance for doubtful accounts of $66.5 and $68.4, respectively ​ 3,287.9 ​ 2,618.4 ​ Inventories ​ 2,545.7 ​ 2,167.1 ​ Prepaid expenses and other current assets ​ 517.0 ​ 389.6 ​ Total current assets ​ 9,686.0 ​ 6,835.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 1,711.8 ​ 1,314.7 ​ Goodwill ​ ​ 8,236.2 ​ ​ 7,092.4 ​ Other intangible assets, net ​ 1,225.1 ​ 834.8 ​ Other long-term assets ​ ​ 581.1 ​ ​ 449.2 ​ Total Assets ​ $ 21,440.2 ​ $ 16,526.4 ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "​ ​ 2023 2022 ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,475.0 ​ $ 1,373.1 ​ Short-term investments ​ 185.2 ​ 61.1 ​ Total cash, cash equivalents and short-term investments ​ 1,660.2 ​ 1,434.2 ​ Accounts receivable, less allowance for doubtful accounts of $68.4 and $63.9, respectively ​ 2,618.4 ​ 2,631.3 ​ Inventories ​ 2,167.1 ​ 2,093.6 ​ Prepaid expenses and other current assets ​ 389.6 ​ 320.0 ​ Total current assets ​ 6,835.3 ​ 6,479.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 1,314.7 ​ 1,204.3 ​ Goodwill ​ ​ 7,092.4 ​ ​ 6,446.1 ​ Other intangible assets, net ​ 834.8 ​ 734.1 ​ Other long-term assets ​ ​ 449.2 ​ ​ 462.6 ​ Total Assets ​ $ 16,526.4 ​ $ 15,326.2 ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "MODIFIED", "current_title": "Repurchase of Equity Securities", "prior_title": "Stock Performance Graph", "similarity_score": 0.508, "confidence": "low", "key_changes": [ "Reworded sentence: \"​ On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”).\"" ], "current_body": "​ On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion 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 and year ended December 31, 2024, the Company repurchased 2.4 million and 7.0 million shares of its Common Stock for $168.9 million and $463.7 million, respectively, under the 2024 Stock Repurchase Program. Of the total repurchases made in 2024, 4.2 million shares, or $287.5 million, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase. From January 1, 2025 to January 31, 2025, the Company repurchased 0.7 million additional shares of its Common Stock for $50.7 million, and, as of February 1, 2025, the Company has remaining authorization to purchase up to $1,485.6 million 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. ​ On April 27, 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $2.0 billion of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the year ended December 31, 2024, the Company repurchased 4.1 million shares of its Common Stock for $225.6 million under the 2021 Stock Repurchase Program. All of the repurchased shares under the 2021 Stock Repurchase Program during 2024 have been retired by the Company. As a result of these repurchases, the Company completed all repurchases authorized under the 2021 Stock Repurchase Program, and, therefore, the 2021 Stock Repurchase Program has terminated. ​ 25 25 25 Table of ContentsThe Company’s stock repurchases during the three months and year ended December 31, 2024 were as follows, adjusted to give effect to the two-for-one stock split discussed above and in Note 1 of the Notes to Consolidated Financial Statements:​​​​​​​​​​​​​(dollars in millions, except price per share)​​​​​​Total Number of Shares​Maximum Dollar Value​​​Total Number​Average​Purchased as Part of​of Shares that May Yet be​​​of Shares​Price Paid​Publicly Announced​Purchased Under the​Period​Purchased per Share Plans or Programs Plans or Programs​First Quarter – 2024​ 2,858,200​$ 53.80​ 2,858,200​$ 72.7​Second Quarter – 2024​ 3,068,840​​ 62.05​ 3,068,840​​ 1,881.4​Third Quarter – 2024​ 2,730,300​​ 64.55​ 2,730,300​​ 1,705.2​​​​​​​​​​​​​Fourth Quarter – 2024:​​​​​​​​​​​October 1 to October 31, 2024 821,200​ 66.20 821,200 ​ 1,650.8​November 1 to November 30, 2024 833,700​ 71.53 833,700 ​ 1,591.2​December 1 to December 31, 2024 753,800​ 72.79 753,800 $ 1,536.3​​​ 2,408,700​​ 70.11​ 2,408,700​​​​​​​​​​​​​​​​Total – 2024 11,066,040​$ 62.29 11,066,040 ​​​​​Item 6. [Reserved]​​26 Table of Contents Table of Contents Table of Contents The Company’s stock repurchases during the three months and year ended December 31, 2024 were as follows, adjusted to give effect to the two-for-one stock split discussed above and in Note 1 of the Notes to Consolidated Financial Statements:​​​​​​​​​​​​​(dollars in millions, except price per share)​​​​​​Total Number of Shares​Maximum Dollar Value​​​Total Number​Average​Purchased as Part of​of Shares that May Yet be​​​of Shares​Price Paid​Publicly Announced​Purchased Under the​Period​Purchased per Share Plans or Programs Plans or Programs​First Quarter – 2024​ 2,858,200​$ 53.80​ 2,858,200​$ 72.7​Second Quarter – 2024​ 3,068,840​​ 62.05​ 3,068,840​​ 1,881.4​Third Quarter – 2024​ 2,730,300​​ 64.55​ 2,730,300​​ 1,705.2​​​​​​​​​​​​​Fourth Quarter – 2024:​​​​​​​​​​​October 1 to October 31, 2024 821,200​ 66.20 821,200 ​ 1,650.8​November 1 to November 30, 2024 833,700​ 71.53 833,700 ​ 1,591.2​December 1 to December 31, 2024 753,800​ 72.79 753,800 $ 1,536.3​​​ 2,408,700​​ 70.11​ 2,408,700​​​​​​​​​​​​​​​​Total – 2024 11,066,040​$ 62.29 11,066,040 ​​​​​Item 6. [Reserved]​​ The Company’s stock repurchases during the three months and year ended December 31, 2024 were as follows, adjusted to give effect to the two-for-one stock split discussed above and in Note 1 of the Notes to Consolidated Financial Statements:​​​​​​​​​​​​​(dollars in millions, except price per share)​​​​​​Total Number of Shares​Maximum Dollar Value​​​Total Number​Average​Purchased as Part of​of Shares that May Yet be​​​of Shares​Price Paid​Publicly Announced​Purchased Under the​Period​Purchased per Share Plans or Programs Plans or Programs​First Quarter – 2024​ 2,858,200​$ 53.80​ 2,858,200​$ 72.7​Second Quarter – 2024​ 3,068,840​​ 62.05​ 3,068,840​​ 1,881.4​Third Quarter – 2024​ 2,730,300​​ 64.55​ 2,730,300​​ 1,705.2​​​​​​​​​​​​​Fourth Quarter – 2024:​​​​​​​​​​​October 1 to October 31, 2024 821,200​ 66.20 821,200 ​ 1,650.8​November 1 to November 30, 2024 833,700​ 71.53 833,700 ​ 1,591.2​December 1 to December 31, 2024 753,800​ 72.79 753,800 $ 1,536.3​​​ 2,408,700​​ 70.11​ 2,408,700​​​​​​​​​​​​​​​​Total – 2024 11,066,040​$ 62.29 11,066,040 ​​​​​Item 6. [Reserved]​​ The Company’s stock repurchases during the three months and year ended December 31, 2024 were as follows, adjusted to give effect to the two-for-one stock split discussed above and in Note 1 of the Notes to Consolidated Financial Statements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​", "prior_body": "​ The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2023 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common Stock and each index on December 31, 2018, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance. Dividends ​ Contingent upon declaration by the Company’s Board of Directors (the “Board”), the Company pays a quarterly dividend on shares of its Common Stock. ​ 24 24 24 Table of ContentsThe following table sets forth the dividends declared per common share for each quarter of 2023 and 2022:​​​​​​​​​ 2023 2022First Quarter​$ 0.21​$ 0.20Second Quarter​ 0.21​ 0.20Third Quarter​ 0.21​ 0.20Fourth Quarter​ 0.22​ 0.21Total​$ 0.85​$ 0.81​Dividends declared and paid for the years ended December 31, 2023 and 2022 (in millions) were as follows:​​​​​​​​​​2023​2022Dividends declared​$ 507.4​$ 482.6Dividends paid (including those declared in the prior year)​ 500.6​ 477.4​Amphenol has a history of paying quarterly cash dividends. While the Company currently expects a cash dividend to be paid in the future, future dividend payments remain within the discretion of the Board and are dependent on our financial results, liquidity, capital requirements, financial condition, compliance with financial covenants and requirements, and other factors considered relevant by the Board. ​Repurchase of Equity Securities​On April 27, 2021, the Board authorized a stock repurchase program under which the Company may purchase up to $2.0 billion of the Company’s Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the three months and year ended December 31, 2023, the Company repurchased 1.3 million and 7.2 million shares of its Common Stock for $115.3 million and $585.1 million, respectively, under the 2021 Stock Repurchase Program. Of the total repurchases made in 2023, 5.5 million shares, or $435.8 million, have been retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase. From January 1, 2024 through January 31, 2024, the Company did not repurchase any additional shares of its Common Stock, and, as of February 1, 2024, the Company has remaining authorization to purchase up to $226.5 million of its Common Stock under the 2021 Stock Repurchase Program. The timing and amount of any future purchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.​The Company’s stock repurchases during the three months and year ended December 31, 2023 were as follows:​​​​​​​​​​​​​(dollars in millions, except price per share)​​​​​​Total Number of Shares​Maximum Dollar Value​​​Total Number​Average​Purchased as Part of​of Shares that May Yet be​​​of Shares​Price Paid​Publicly Announced​Purchased Under the​Period​Purchased per Share Plans or Programs Plans or Programs​First Quarter – 2023​ 2,117,279​$ 78.83​ 2,117,279​$ 644.7​Second Quarter – 2023​ 1,982,956​​ 77.44​ 1,982,956​​ 491.1​Third Quarter – 2023​ 1,734,259​​ 86.11​ 1,734,259​​ 341.8​​​​​​​​​​​​​Fourth Quarter – 2023:​​​​​​​​​​​October 1 to October 31, 2023 534,200​ 82.15 534,200 ​ 297.9​November 1 to November 30, 2023 599,079​ 86.38 599,079 ​ 246.2​December 1 to December 31, 2023 214,300​ 91.75 214,300 $ 226.5​​​ 1,347,579​​ 85.56​ 1,347,579​​​​​​​​​​​​​​​​Total – 2023 7,182,073​$ 81.47 7,182,073 ​​​​​Item 6. [Reserved]​​25 Table of Contents Table of Contents Table of Contents The following table sets forth the dividends declared per common share for each quarter of 2023 and 2022:​​​​​​​​​ 2023 2022First Quarter​$ 0.21​$ 0.20Second Quarter​ 0.21​ 0.20Third Quarter​ 0.21​ 0.20Fourth Quarter​ 0.22​ 0.21Total​$ 0.85​$ 0.81​Dividends declared and paid for the years ended December 31, 2023 and 2022 (in millions) were as follows:​​​​​​​​​​2023​2022Dividends declared​$ 507.4​$ 482.6Dividends paid (including those declared in the prior year)​ 500.6​ 477.4​Amphenol has a history of paying quarterly cash dividends. While the Company currently expects a cash dividend to be paid in the future, future dividend payments remain within the discretion of the Board and are dependent on our financial results, liquidity, capital requirements, financial condition, compliance with financial covenants and requirements, and other factors considered relevant by the Board. ​Repurchase of Equity Securities​On April 27, 2021, the Board authorized a stock repurchase program under which the Company may purchase up to $2.0 billion of the Company’s Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the three months and year ended December 31, 2023, the Company repurchased 1.3 million and 7.2 million shares of its Common Stock for $115.3 million and $585.1 million, respectively, under the 2021 Stock Repurchase Program. Of the total repurchases made in 2023, 5.5 million shares, or $435.8 million, have been retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase. From January 1, 2024 through January 31, 2024, the Company did not repurchase any additional shares of its Common Stock, and, as of February 1, 2024, the Company has remaining authorization to purchase up to $226.5 million of its Common Stock under the 2021 Stock Repurchase Program. The timing and amount of any future purchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.​The Company’s stock repurchases during the three months and year ended December 31, 2023 were as follows:​​​​​​​​​​​​​(dollars in millions, except price per share)​​​​​​Total Number of Shares​Maximum Dollar Value​​​Total Number​Average​Purchased as Part of​of Shares that May Yet be​​​of Shares​Price Paid​Publicly Announced​Purchased Under the​Period​Purchased per Share Plans or Programs Plans or Programs​First Quarter – 2023​ 2,117,279​$ 78.83​ 2,117,279​$ 644.7​Second Quarter – 2023​ 1,982,956​​ 77.44​ 1,982,956​​ 491.1​Third Quarter – 2023​ 1,734,259​​ 86.11​ 1,734,259​​ 341.8​​​​​​​​​​​​​Fourth Quarter – 2023:​​​​​​​​​​​October 1 to October 31, 2023 534,200​ 82.15 534,200 ​ 297.9​November 1 to November 30, 2023 599,079​ 86.38 599,079 ​ 246.2​December 1 to December 31, 2023 214,300​ 91.75 214,300 $ 226.5​​​ 1,347,579​​ 85.56​ 1,347,579​​​​​​​​​​​​​​​​Total – 2023 7,182,073​$ 81.47 7,182,073 ​​​​​Item 6. [Reserved]​​ The following table sets forth the dividends declared per common share for each quarter of 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 First Quarter ​ $ 0.21 ​ $ 0.20 Second Quarter ​ 0.21 ​ 0.20 Third Quarter ​ 0.21 ​ 0.20 Fourth Quarter ​ 0.22 ​ 0.21 Total ​ $ 0.85 ​ $ 0.81 ​ Dividends declared and paid for the years ended December 31, 2023 and 2022 (in millions) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 Dividends declared ​ $ 507.4 ​ $ 482.6 Dividends paid (including those declared in the prior year) ​ 500.6 ​ 477.4 ​ Amphenol has a history of paying quarterly cash dividends. While the Company currently expects a cash dividend to be paid in the future, future dividend payments remain within the discretion of the Board and are dependent on our financial results, liquidity, capital requirements, financial condition, compliance with financial covenants and requirements, and other factors considered relevant by the Board. ​" }, { "status": "UNCHANGED", "current_title": "Foreign Currency Exchange Rates", "prior_title": "Foreign Currency Exchange Rates", "current_body": "​ The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible currency devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. For further discussion of foreign exchange exposures, risks and uncertainties, refer to the risk factor titled “The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates” in Part I, Item 1A. Risk Factors herein. ​" }, { "status": "UNCHANGED", "current_title": "Use of Estimates", "prior_title": "Use of Estimates", "current_body": "​ The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions that affect the consolidated financial statements and related disclosures. Estimates used in calculating certain accounts, including but not limited to, the allowance for doubtful accounts, provisions for slow-moving or obsolete inventory, revenue recognition, income taxes and related valuation allowances, goodwill and intangible assets from acquisitions, and pensions, are developed based on historical experience or other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates. ​" }, { "status": "UNCHANGED", "current_title": "The Company relies on the global capital markets, and an inability to access those markets on favorable terms could adversely affect the Company’s results.", "prior_title": "The Company relies on the global capital markets, and an inability to access those markets on favorable terms could adversely affect the Company’s results.", "current_body": "​ The Company has used the global capital markets to raise capital to invest in its business and make strategic acquisitions. The capital and credit markets have experienced significant volatility in the past. If general economic and capital market conditions deteriorate significantly, it could become more difficult to access capital to finance capital investments, acquisitions and other initiatives including dividends and share repurchases, which could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, if the credit rating agencies that rate the Company’s debt were to downgrade the Company’s credit rating, it would likely increase the Company’s cost of capital and make it more difficult for the Company to obtain new financing and access capital markets, which could also have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. ​" }, { "status": "UNCHANGED", "current_title": "controlling", "prior_title": "controlling", "current_body": "​ ​ ​ Shares ​ Amount Shares Amount Capital ​ Earnings ​ Loss ​ Interests (1) ​ Equity ​ Interests ​" }, { "status": "UNCHANGED", "current_title": "Environmental Obligations", "prior_title": "Environmental Obligations", "current_body": "​ The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans. ​" }, { "status": "UNCHANGED", "current_title": "Consolidated Statements of Cash Flow", "prior_title": "Consolidated Statements of Cash Flow", "current_body": "(dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "prior_title": "REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "current_body": "​ To the stockholders and the Board of Directors of Amphenol Corporation ​" }, { "status": "UNCHANGED", "current_title": "Critical Accounting Estimates", "prior_title": "Critical Accounting Estimates", "current_body": "​ The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere. Estimates are adjusted as new information becomes available. Actual results could differ from those estimates. The Company believes that the following accounting policies and estimates are most critical since they require significant assumptions and judgments that inherently are subject to risks and uncertainties. The significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements. ​" }, { "status": "UNCHANGED", "current_title": "Acquisitions", "prior_title": "Acquisitions", "current_body": "​ During 2024, the Company completed two acquisitions (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 are not material, either individually or in the aggregate, to the Company’s financial results. ​ On May 21, 2024, pursuant to a definitive stock purchase agreement by and between the Company and Carlisle Companies Incorporated dated January 30, 2024, the Company completed the acquisition of CIT for approximately $1,995.3, net of cash acquired and subject to customary post-closing adjustments. The Company funded the CIT acquisition through a combination of net proceeds from the April Senior Notes, as discussed earlier in this Item 7, together with borrowings under the U.S. Commercial Paper Program and cash on hand. CIT, headquartered in St. Augustine, FL, is a leading global supplier of harsh environment interconnect solutions, primarily to the commercial aerospace, defense and industrial end markets. CIT’s wide range of products include wire and cable, cable assemblies, 43 43 43 Table of Contentscontacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions. ​During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired. Five of the acquisitions were included in the Harsh Environment Solutions segment, three acquisitions were included in the Interconnect and Sensor Systems segment, and two acquisitions were 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 year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.​Acquisition-related Expenses​In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). ​In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions. Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income.​Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation​On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc. (“CommScope”) dated July 18, 2024, the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $2,100 in cash, subject to customary post-closing adjustments. The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements, together with borrowings under the U.S. Commercial Paper Program and cash on hand. The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. The Mobile Networks Business will be included in the Communications Solutions segment. Also, on January 31, 2025, the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment. ​For further discussion of the Company’s acquisitions, refer to Note 11 and Note 15 of the Notes to Consolidated Financial Statements.​Environmental Matters​Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​44 Table of Contents Table of Contents Table of Contents contacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions. ​During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired. Five of the acquisitions were included in the Harsh Environment Solutions segment, three acquisitions were included in the Interconnect and Sensor Systems segment, and two acquisitions were 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 year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.​Acquisition-related Expenses​In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). ​In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions. Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income.​Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation​On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc. (“CommScope”) dated July 18, 2024, the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $2,100 in cash, subject to customary post-closing adjustments. The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements, together with borrowings under the U.S. Commercial Paper Program and cash on hand. The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. The Mobile Networks Business will be included in the Communications Solutions segment. Also, on January 31, 2025, the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment. ​For further discussion of the Company’s acquisitions, refer to Note 11 and Note 15 of the Notes to Consolidated Financial Statements.​Environmental Matters​Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​ contacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions. ​During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired. Five of the acquisitions were included in the Harsh Environment Solutions segment, three acquisitions were included in the Interconnect and Sensor Systems segment, and two acquisitions were 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 year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.​Acquisition-related Expenses​In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). ​In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions. Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income.​Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation​On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc. (“CommScope”) dated July 18, 2024, the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $2,100 in cash, subject to customary post-closing adjustments. The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements, together with borrowings under the U.S. Commercial Paper Program and cash on hand. The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. The Mobile Networks Business will be included in the Communications Solutions segment. Also, on January 31, 2025, the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment. ​For further discussion of the Company’s acquisitions, refer to Note 11 and Note 15 of the Notes to Consolidated Financial Statements.​Environmental Matters​Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​ contacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions. ​ During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired. Five of the acquisitions were included in the Harsh Environment Solutions segment, three acquisitions were included in the Interconnect and Sensor Systems segment, and two acquisitions were 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 year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. ​ Acquisition-related Expenses ​ In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). ​ In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions. Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income. ​ Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation ​ On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc. (“CommScope”) dated July 18, 2024, the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $2,100 in cash, subject to customary post-closing adjustments. The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements, together with borrowings under the U.S. Commercial Paper Program and cash on hand. The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. The Mobile Networks Business will be included in the Communications Solutions segment. Also, on January 31, 2025, the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment. ​ For further discussion of the Company’s acquisitions, refer to Note 11 and Note 15 of the Notes to Consolidated Financial Statements. ​" }, { "status": "UNCHANGED", "current_title": "Consolidated Balance Sheets", "prior_title": "Consolidated Balance Sheets", "current_body": "(dollars and shares in millions, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Consolidated Statements of Income", "prior_title": "Consolidated Statements of Income", "current_body": "(dollars and shares in millions, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Basis for Opinions", "prior_title": "Basis for Opinions", "current_body": "​ The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. ​ Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. ​" }, { "status": "UNCHANGED", "current_title": "Acquisition", "prior_title": "Acquisition", "current_body": "​ Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Dollars (2) ​ impact (3) ​ Sales Growth (4) ​ impact (5) ​ Growth (4) ​" }, { "status": "UNCHANGED", "current_title": "Acquisition", "prior_title": "Acquisition", "current_body": "​ Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Dollars (2) ​ impact (3) ​ Sales Growth (4) ​ impact (5) ​ Growth (4) ​" }, { "status": "UNCHANGED", "current_title": "We may experience difficulties in enforcing our intellectual property rights, which could result in loss of market share, and we may be subject to claims of infringement of the intellectual property rights of others.", "prior_title": "We may experience difficulties in enforcing our intellectual property rights, which could result in loss of market share, and we may be subject to claims of infringement of the intellectual property rights of others.", "current_body": "​ We rely on patent and trade secret laws, copyright, trademark, confidentiality procedures, controls and contractual commitments to protect our intellectual property rights. Despite our efforts, these protections may be limited and, from time to time, we encounter difficulties in protecting our intellectual property rights, particularly in certain countries outside the U.S. We cannot provide assurance that the patents that we hold or may obtain will provide meaningful protection against our competitors. Changes in laws concerning intellectual property, or the enforcement of such laws, may affect our ability to prevent or address the misappropriation of, or the unauthorized use of, our intellectual property, potentially resulting in loss of market share. Litigation may be necessary to enforce our intellectual property rights. Litigation is inherently uncertain, and outcomes are unpredictable. If we cannot protect our intellectual property rights against unauthorized copying or use, or other misappropriation, we may not remain competitive. ​ The intellectual property rights of others could inhibit our ability to introduce new products. Other companies hold patents on technologies used in our industries and are aggressively seeking to expand, enforce and license their patent portfolios. We periodically receive notices from, or have lawsuits filed against us by, third parties claiming infringement, misappropriation or other misuse of their intellectual property rights and/or breach of our agreements with them. These third parties may include entities that do not have the capabilities to design, manufacture, or distribute products or that acquire intellectual property like patents for the sole purpose of monetizing their acquired intellectual property through asserting claims of infringement and misuse. In addition, some foreign competitors may take advantage of the intellectual property laws in their home countries and the more favorable litigation and regulatory environment to our detriment. Third-party claims of infringement may result in loss of revenue, substantial costs or lead to monetary damages or injunctive relief against us. ​" }, { "status": "UNCHANGED", "current_title": "Note 3—Property, Plant and Equipment, Net", "prior_title": "Note 3—Property, Plant and Equipment, Net", "current_body": "​ The components of Property, plant and equipment, net are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Note 2—Inventories", "prior_title": "Note 2—Inventories", "current_body": "​ The components of Inventories are comprised of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Accounts Receivable", "prior_title": "Accounts Receivable", "current_body": "​ Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. The Company assesses and records an allowance for expected credit losses on accounts receivable. ​" }, { "status": "UNCHANGED", "current_title": "Notes to Consolidated Financial Statements", "prior_title": "Notes to Consolidated Financial Statements", "current_body": "​ (All amounts included in the following Notes to Consolidated Financial Statements are presented in millions, except share and per share data, unless otherwise noted) ​ ​" }, { "status": "UNCHANGED", "current_title": "Accumulated", "prior_title": "Accumulated", "current_body": "​ ​ ​ ​ ​ ​ ​ Redeemable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ Non- ​ ​ ​ ​ Non- ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Stockholders’ equity attributable to Amphenol Corporation", "prior_title": "Stockholders’ equity attributable to Amphenol Corporation", "current_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Consolidated Statements of Changes in Equity", "prior_title": "Consolidated Statements of Changes in Equity", "current_body": "(dollars and shares in millions, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Consolidated Statements of Comprehensive Income", "prior_title": "Consolidated Statements of Comprehensive Income", "current_body": "(dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Critical Audit Matter", "prior_title": "Critical Audit Matter", "current_body": "​ The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​" }, { "status": "UNCHANGED", "current_title": "Percentage Growth (relative to prior year) (1)", "prior_title": "Percentage Growth (relative to prior year) (1)", "current_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ Foreign ​ Constant ​ ​ ​ Organic ​ ​ ​ ​ ​ growth in ​ currency ​" }, { "status": "UNCHANGED", "current_title": "Percentage Growth (relative to prior year) (1)", "prior_title": "Percentage Growth (relative to prior year) (1)", "current_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ Foreign ​ Constant ​ ​ ​ Organic ​ ​ ​ ​ ​ growth in ​ currency ​" }, { "status": "UNCHANGED", "current_title": "Results of Operations", "prior_title": "Results of Operations", "current_body": "​ The following table sets forth the components of net income attributable to Amphenol Corporation as a percentage of net sales for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Treasury Stock", "prior_title": "Treasury Stock", "current_body": "​ Treasury stock purchases are recorded at cost. Any issuances from treasury shares are recorded using the weighted average cost method. ​" }, { "status": "UNCHANGED", "current_title": "The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates.", "prior_title": "The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates.", "current_body": "​ The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible foreign currency restrictions and/or devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. There can be no assurance that any or all actions taken by the Company to mitigate currency risk, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management, will be fully effective in successfully managing currency risk. A significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows. ​" }, { "status": "UNCHANGED", "current_title": "Inventories", "prior_title": "Inventories", "current_body": "​ Inventories are stated at the lower of cost or net realizable value. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand. ​" }, { "status": "UNCHANGED", "current_title": "Income Taxes", "prior_title": "Income Taxes", "current_body": "​ Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the 47 47 47 Table of ContentsCompany’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.​As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Item 7A. Quantitative and Qualitative Disclosures About Market Risk(amounts in millions)​The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty.​Foreign Currency Exchange Rate Risk​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. ​One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes”), each of which was issued with a principal amount of €500.0. The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Company and 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, outside of the United States, short-term unsecured commercial paper notes. In addition to the Euro Notes, which are denominated in Euros, the Company may borrow, from time to time, under the Company’s $3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”) and Euro Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign currencies, including the Euro. When borrowing in foreign currencies, there can be no assurance that the Company can successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies in which such borrowings are made. Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion of the Company’s debt.​The Company also utilizes foreign exchange forward contracts to hedge foreign currency exchange rate fluctuations for exposures associated with (i) certain transactions denominated in foreign currencies and (ii) net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024, the fair value of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, 2024 and 2023. The Company does 48 Table of Contents Table of Contents Table of Contents Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.​As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Item 7A. Quantitative and Qualitative Disclosures About Market Risk(amounts in millions)​The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty.​Foreign Currency Exchange Rate Risk​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. ​One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes”), each of which was issued with a principal amount of €500.0. The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Company and 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, outside of the United States, short-term unsecured commercial paper notes. In addition to the Euro Notes, which are denominated in Euros, the Company may borrow, from time to time, under the Company’s $3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”) and Euro Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign currencies, including the Euro. When borrowing in foreign currencies, there can be no assurance that the Company can successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies in which such borrowings are made. Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion of the Company’s debt.​The Company also utilizes foreign exchange forward contracts to hedge foreign currency exchange rate fluctuations for exposures associated with (i) certain transactions denominated in foreign currencies and (ii) net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024, the fair value of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, 2024 and 2023. The Company does Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.​As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Item 7A. Quantitative and Qualitative Disclosures About Market Risk(amounts in millions)​The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty.​Foreign Currency Exchange Rate Risk​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. ​One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes”), each of which was issued with a principal amount of €500.0. The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Company and 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, outside of the United States, short-term unsecured commercial paper notes. In addition to the Euro Notes, which are denominated in Euros, the Company may borrow, from time to time, under the Company’s $3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”) and Euro Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign currencies, including the Euro. When borrowing in foreign currencies, there can be no assurance that the Company can successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies in which such borrowings are made. Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion of the Company’s debt.​The Company also utilizes foreign exchange forward contracts to hedge foreign currency exchange rate fluctuations for exposures associated with (i) certain transactions denominated in foreign currencies and (ii) net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024, the fair value of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, 2024 and 2023. The Company does Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​ The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. ​ As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate. ​ Item 7A. Quantitative and Qualitative Disclosures About Market Risk (amounts in millions) ​ The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty. ​" }, { "status": "UNCHANGED", "current_title": "Revenue Recognition", "prior_title": "Revenue Recognition", "current_body": "​ The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price. ​ The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2024, 2023 and 2022, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2024 and 2023. ​ Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends. ​" }, { "status": "UNCHANGED", "current_title": "Recent Accounting Pronouncements", "prior_title": "Recent Accounting Pronouncements", "current_body": "​ Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements, including those adopted by the Company. ​ 46 46 46 Table of ContentsCritical Accounting Estimates​The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere. Estimates are adjusted as new information becomes available. Actual results could differ from those estimates. The Company believes that the following accounting policies and estimates are most critical since they require significant assumptions and judgments that inherently are subject to risks and uncertainties. The significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements.​Revenue Recognition ​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price.​The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2024, 2023 and 2022, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2024 and 2023. ​Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends. ​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the 47 Table of Contents Table of Contents Table of Contents Critical Accounting Estimates​The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere. Estimates are adjusted as new information becomes available. Actual results could differ from those estimates. The Company believes that the following accounting policies and estimates are most critical since they require significant assumptions and judgments that inherently are subject to risks and uncertainties. The significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements.​Revenue Recognition ​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price.​The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2024, 2023 and 2022, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2024 and 2023. ​Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends. ​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Critical Accounting Estimates​The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere. Estimates are adjusted as new information becomes available. Actual results could differ from those estimates. The Company believes that the following accounting policies and estimates are most critical since they require significant assumptions and judgments that inherently are subject to risks and uncertainties. The significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements.​Revenue Recognition ​The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price.​The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2024, 2023 and 2022, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2024 and 2023. ​Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends. ​Income Taxes​Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the" }, { "status": "UNCHANGED", "current_title": "Income Taxes", "prior_title": "Income Taxes", "current_body": "​ Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the 47 47 47 Table of ContentsCompany’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.​As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Item 7A. Quantitative and Qualitative Disclosures About Market Risk(amounts in millions)​The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty.​Foreign Currency Exchange Rate Risk​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. ​One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes”), each of which was issued with a principal amount of €500.0. The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Company and 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, outside of the United States, short-term unsecured commercial paper notes. In addition to the Euro Notes, which are denominated in Euros, the Company may borrow, from time to time, under the Company’s $3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”) and Euro Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign currencies, including the Euro. When borrowing in foreign currencies, there can be no assurance that the Company can successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies in which such borrowings are made. Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion of the Company’s debt.​The Company also utilizes foreign exchange forward contracts to hedge foreign currency exchange rate fluctuations for exposures associated with (i) certain transactions denominated in foreign currencies and (ii) net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024, the fair value of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, 2024 and 2023. The Company does 48 Table of Contents Table of Contents Table of Contents Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.​As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Item 7A. Quantitative and Qualitative Disclosures About Market Risk(amounts in millions)​The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty.​Foreign Currency Exchange Rate Risk​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. ​One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes”), each of which was issued with a principal amount of €500.0. The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Company and 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, outside of the United States, short-term unsecured commercial paper notes. In addition to the Euro Notes, which are denominated in Euros, the Company may borrow, from time to time, under the Company’s $3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”) and Euro Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign currencies, including the Euro. When borrowing in foreign currencies, there can be no assurance that the Company can successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies in which such borrowings are made. Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion of the Company’s debt.​The Company also utilizes foreign exchange forward contracts to hedge foreign currency exchange rate fluctuations for exposures associated with (i) certain transactions denominated in foreign currencies and (ii) net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024, the fair value of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, 2024 and 2023. The Company does Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.​As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.​Item 7A. Quantitative and Qualitative Disclosures About Market Risk(amounts in millions)​The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty.​Foreign Currency Exchange Rate Risk​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. ​One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes”), each of which was issued with a principal amount of €500.0. The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Company and 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, outside of the United States, short-term unsecured commercial paper notes. In addition to the Euro Notes, which are denominated in Euros, the Company may borrow, from time to time, under the Company’s $3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”) and Euro Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign currencies, including the Euro. When borrowing in foreign currencies, there can be no assurance that the Company can successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies in which such borrowings are made. Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion of the Company’s debt.​The Company also utilizes foreign exchange forward contracts to hedge foreign currency exchange rate fluctuations for exposures associated with (i) certain transactions denominated in foreign currencies and (ii) net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2024, the fair value of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, 2024 and 2023. The Company does Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. ​ The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. ​ As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate. ​ Item 7A. Quantitative and Qualitative Disclosures About Market Risk (amounts in millions) ​ The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty. ​" }, { "status": "UNCHANGED", "current_title": "Intangible Assets", "prior_title": "Intangible Assets", "current_body": "​ Other than goodwill, intangible assets primarily consist of customer relationships, proprietary technology, acquired backlog and license agreements and are generally amortized over the estimated periods of benefit. The fair value associated with acquired identifiable intangible assets are generally valued based on discounted cash flow analyses, independent appraisals and certain estimates made by management. The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment. In the third quarter of 2024, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment associated with the Company’s intangible assets in 2024, 2023 or 2022 as a result of such reviews. ​" }, { "status": "UNCHANGED", "current_title": "The Company may in the future incur goodwill and other intangible asset impairment charges.", "prior_title": "The Company may in the future incur goodwill and other intangible asset impairment charges.", "current_body": "​ On December 31, 2024, the total assets of the Company were $21.4 billion, which included $8.2 billion of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and $1.2 billion of other intangible assets, net. The Company performs annual evaluations (or more frequently, if necessary) for the potential impairment of the carrying value of goodwill and other intangible assets. Such evaluations to date have not resulted in the need to recognize an impairment. However, if the financial performance of the Company’s businesses were to decline significantly, the Company could incur a material non-cash charge to its income statement for the impairment of goodwill and other intangible assets. Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions and investments made by the Company fail to achieve expected returns. ​" }, { "status": "UNCHANGED", "current_title": "The Company has at times experienced difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses.", "prior_title": "The Company has at times experienced difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses.", "current_body": "​ The Company has completed numerous acquisitions in recent years, including two in 2024 and 10 in 2023. The Company anticipates that it will continue to pursue acquisition opportunities as part of its growth strategy. From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, and acquisitions do not always perform and deliver the financial benefits expected. In addition, the Company may not be able to close acquisitions as anticipated, or at all. The Company has also experienced challenges at times following the acquisition of a new company or business, including, but not limited to, managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; or retaining key employees, suppliers and distributors. In certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under third party insurance policies for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement or insurance policy. To the extent we pursue indemnification claims against such seller(s) or insurers, such seller(s) or insurers may successfully contest such claims and/or may not have the financial capacity to compensate us for such claims, or such claims may otherwise be difficult or impractical to enforce. We cannot predict or guarantee whether and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions. ​" }, { "status": "UNCHANGED", "current_title": "Foreign Currency Translation", "prior_title": "Foreign Currency Translation", "current_body": "​ The financial position and results of operations of the Company’s foreign subsidiaries are measured, in most cases, using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales in the accompanying Consolidated Statements of Income. ​" }, { "status": "UNCHANGED", "current_title": "The Company is subject to customer claims, litigation and other regulatory or legal proceedings.", "prior_title": "The Company is subject to customer claims, litigation and other regulatory or legal proceedings.", "current_body": "​ The Company is currently engaged in, or subject to, various customer claims, litigation and other regulatory and legal matters and may be subject to additional claims, litigation and other regulatory or legal proceedings in the future. Such matters expose the Company to risks that could be material, including, but not limited to, risks related to employment disputes, tax controversies, government investigations, intellectual property infringement, compliance with environmental laws, unfair sales practices, product safety and liability, and product warranty, indemnity and other contract-related claims. These matters may subject the Company to lawsuits, voluntary or forced product recalls, government investigations and criminal liability, including claims for compensatory, punitive or consequential damages, and could result in disruptions to our business and significant legal expenses. These matters could also damage our reputation, harm our relationships with customers or negatively affect product demand. ​ The insurance coverages that the Company maintains may not apply to all types of claims and proceedings, and, where insurance exists, the amount of insurance coverage may not be adequate to cover the total claims and liabilities. In some cases, particularly with respect to product warranty claims from customers, we self-insure against this risk, meaning that any product liability claims will likely have to be paid from Company funds and not by insurance. Any current or future substantial liabilities or regulatory actions could have a material adverse effect on our business, financial condition, cash flows and reputation. ​" }, { "status": "UNCHANGED", "current_title": "Market Information", "prior_title": "Market Information", "current_body": "​ The Company effected the initial public offering of its Class A Common Stock (“Common Stock”) in November 1991. The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol “APH.” As of January 31, 2025, there were 30 holders of record of the Company’s Common Stock. A significant number of outstanding shares of Common Stock are registered in the name of only one holder, which is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. The Company believes that there are a significant number of beneficial owners of its Common Stock. ​" }, { "status": "UNCHANGED", "current_title": "Redeemable Noncontrolling Interests", "prior_title": "Redeemable Noncontrolling Interests", "current_body": "​ The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities and equity, of the Consolidated Balance Sheets, to the extent that such noncontrolling interests have redemption features, such as a put option, that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company. Due to its redeemable features that are outside the control of the Company, the redeemable noncontrolling interest is and will continue to be reported in the mezzanine section in the Consolidated Balance Sheets for as long as the put option is exercisable by the option holder. The carrying amount of the redeemable noncontrolling interest, initially valued at fair value as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption value or (ii) carrying value of the noncontrolling interest, adjusted each reporting period for income or loss attributable to the noncontrolling interest and any distributions made to date. The redemption value is generally calculated based on a multiple of earnings. Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized in Additional paid-in capital in the Consolidated Balance Sheets. Net income attributable to redeemable noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the redeemable noncontrolling interests’ share in net income of the Company. Refer to Note 5 herein for further details related to the redeemable noncontrolling interests. ​" }, { "status": "UNCHANGED", "current_title": "Revenue Recognition", "prior_title": "Revenue Recognition", "current_body": "​ The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price. ​ The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2024, 2023 and 2022, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2024 and 2023. ​ Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends. ​" }, { "status": "UNCHANGED", "current_title": "Short-term and Long-term Investments", "prior_title": "Short-term and Long-term Investments", "current_body": "​ Short-term investments primarily consist of certificates of deposit with original or remaining maturities of 12 months or less. Long-term investments primarily consist of certificates of deposit with original and remaining maturities of more than 12 months. The carrying amounts of these short-term and long-term investments approximate their respective fair values, the vast majority of which are in non-U.S. bank accounts. Short-term investments are presented separately as its own line item on the Consolidated Balance Sheets. Long-term investments are recorded in Other long-term assets on the Consolidated Balance Sheets. ​" }, { "status": "UNCHANGED", "current_title": "Interest Rate Risk", "prior_title": "Interest Rate Risk", "current_body": "​ The Company is subject to market risk from exposure to changes in interest rates based on the Company’s financing activities. The Company manages its exposure to interest rate risk through a mix of fixed and variable rate debt. The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which were issued in 2024. In April 2024, the Company issued the April Senior Notes: (i) $450.0 aggregate principal amount of the Original 2027 Senior Notes, (ii) $450.0 aggregate principal amount of the 2029 Senior Notes and (iii) $600.0 aggregate principal amount of the 2034 Senior Notes. Then, in October 2024, the Company issued the October Senior Notes: (i) $250.0 aggregate principal amount of the Additional 2027 Senior Notes, (ii) $750.0 aggregate principal amount of the 2035 Senior Notes and (iii) $500.0 aggregate principal amount of the 2054 Senior Notes. Refer to Note 4 of the accompanying Notes to Consolidated Financial Statements herein for further discussion related to these debt instruments. ​ Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). Any borrowings under the Commercial Paper Programs are subject to floating interest rates. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk related to changes in interest rates. As of December 31, 2024 and 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 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of Carlisle Interconnect Technologies (“CIT”) in May 2024, as discussed further in Note 11 of the Notes to Consolidated Financial Statements. Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future. As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. ​ To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly. A 10% change in the interest rate at December 31, 2024 and 2023 under our Revolving Credit Facility or Commercial Paper Programs would not have a material effect on interest expense. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2025, there can be no assurance that interest rates will not change significantly from current levels. ​ 49 49 49 Table of ContentsItem 8. Financial Statements and Supplementary Data​REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM​To the stockholders and the Board of Directors of Amphenol Corporation ​Opinions on the Financial Statements and Internal Control over Financial Reporting​We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flow, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ​In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.​Basis for Opinions​The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.​We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.​Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. ​Definition and Limitations of Internal Control over Financial Reporting ​A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.​50 Table of Contents Table of Contents Table of Contents Item 8. Financial Statements and Supplementary Data​REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM​To the stockholders and the Board of Directors of Amphenol Corporation ​Opinions on the Financial Statements and Internal Control over Financial Reporting​We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flow, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ​In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.​Basis for Opinions​The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.​We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.​Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. ​Definition and Limitations of Internal Control over Financial Reporting ​A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.​ Item 8. Financial Statements and Supplementary Data​REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM​To the stockholders and the Board of Directors of Amphenol Corporation ​Opinions on the Financial Statements and Internal Control over Financial Reporting​We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flow, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ​In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.​Basis for Opinions​The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.​We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.​Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. ​Definition and Limitations of Internal Control over Financial Reporting ​A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.​ Item 8. Financial Statements and Supplementary Data ​" }, { "status": "UNCHANGED", "current_title": "Non-GAAP Financial Measures", "prior_title": "Non-GAAP Financial Measures", "current_body": "​ In addition to assessing the Company’s financial condition, results of operations, liquidity and cash flows in accordance with U.S. GAAP, management utilizes certain non-GAAP financial measures, defined below, as part of its internal reviews for purposes of monitoring, evaluating and forecasting the Company’s financial performance, communicating operating results to the Board and assessing related employee compensation measures. Management believes that these non-GAAP financial measures may be helpful to investors in assessing the Company’s overall financial performance, trends and year-over-year comparative results, in addition to the reasons noted below. Non-GAAP financial measures related to operating income, operating margin, net income attributable to Amphenol Corporation, effective tax rate and diluted EPS exclude income and expenses that are not directly related to the Company’s operating performance during the years presented. Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, gains associated with bargain purchase acquisitions, and certain discrete tax items including, but not limited to, (i) the excess tax benefits related to stock-based compensation and (ii) the impact of significant changes in tax law. Non-GAAP financial measures related to net sales exclude the impact of foreign currency exchange rates and acquisitions. The non-GAAP financial information contained herein is included for supplemental purposes only and should not be considered in isolation or as a substitute for or superior to the related U.S. GAAP financial measures. In addition, these non-GAAP financial measures are not necessarily the same or comparable to similar measures presented by other companies as such measures may be calculated differently or may exclude different items. ​ ​ 45 45 45 Table of ContentsThe non-GAAP financial measures defined below should be read in conjunction with the Company’s financial statements presented in accordance with U.S. GAAP. The reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024, 2023 and 2022 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 7: ​●Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with U.S. GAAP), excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented. Adjusted Diluted EPS is calculated as Adjusted Net Income attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Consolidated Statements of Income.​●Adjusted Effective Tax Rate is defined as Provision for income taxes, as reported in the Consolidated Statements of Income, expressed as a percentage of Income before income taxes, as reported in the Consolidated Statements of Income, each excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented.​●Adjusted Net Income attributable to Amphenol Corporation is defined as Net income attributable to Amphenol Corporation, as reported in the Consolidated Statements of Income, excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented.​●Adjusted Operating Income is defined as Operating income, as reported in the Consolidated Statements of Income, excluding income and expenses that are not directly related to the Company’s operating performance during the years presented.​●Adjusted Operating Margin is defined as Adjusted Operating Income (as defined above) expressed as a percentage of Net sales (as reported in the Consolidated Statements of Income).​●Constant Currency Net Sales Growth is defined as the year-over-year percentage change in net sales growth, excluding the impact of changes in foreign currency exchange rates. The Company’s results are subject to volatility related to foreign currency translation fluctuations. As such, management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Organic Net Sales Growth (as defined below) and Constant Currency Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends.​●Free Cash Flow is defined as (i) Net cash provided by operating activities (“Operating Cash Flow” - as reported in accordance with U.S. GAAP) less (ii) capital expenditures (as reported in accordance with U.S. GAAP), net of proceeds from disposals of property, plant and equipment (as reported in accordance with U.S. GAAP), all of which are derived from the Consolidated Statements of Cash Flow. 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 year-over-year 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 year 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 year(s) and/or prior comparable year(s) presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Constant Currency Net Sales Growth (as defined above) and Organic Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends. ​Recent Accounting Pronouncements​Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements, including those adopted by the Company.​46 Table of Contents Table of Contents Table of Contents The non-GAAP financial measures defined below should be read in conjunction with the Company’s financial statements presented in accordance with U.S. GAAP. The reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024, 2023 and 2022 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 7: ​●Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with U.S. GAAP), excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented. Adjusted Diluted EPS is calculated as Adjusted Net Income attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Consolidated Statements of Income.​●Adjusted Effective Tax Rate is defined as Provision for income taxes, as reported in the Consolidated Statements of Income, expressed as a percentage of Income before income taxes, as reported in the Consolidated Statements of Income, each excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented.​●Adjusted Net Income attributable to Amphenol Corporation is defined as Net income attributable to Amphenol Corporation, as reported in the Consolidated Statements of Income, excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented.​●Adjusted Operating Income is defined as Operating income, as reported in the Consolidated Statements of Income, excluding income and expenses that are not directly related to the Company’s operating performance during the years presented.​●Adjusted Operating Margin is defined as Adjusted Operating Income (as defined above) expressed as a percentage of Net sales (as reported in the Consolidated Statements of Income).​●Constant Currency Net Sales Growth is defined as the year-over-year percentage change in net sales growth, excluding the impact of changes in foreign currency exchange rates. The Company’s results are subject to volatility related to foreign currency translation fluctuations. As such, management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Organic Net Sales Growth (as defined below) and Constant Currency Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends.​●Free Cash Flow is defined as (i) Net cash provided by operating activities (“Operating Cash Flow” - as reported in accordance with U.S. GAAP) less (ii) capital expenditures (as reported in accordance with U.S. GAAP), net of proceeds from disposals of property, plant and equipment (as reported in accordance with U.S. GAAP), all of which are derived from the Consolidated Statements of Cash Flow. 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 year-over-year 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 year 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 year(s) and/or prior comparable year(s) presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Constant Currency Net Sales Growth (as defined above) and Organic Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends. ​Recent Accounting Pronouncements​Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements, including those adopted by the Company.​ The non-GAAP financial measures defined below should be read in conjunction with the Company’s financial statements presented in accordance with U.S. GAAP. The reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024, 2023 and 2022 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 7: ​●Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with U.S. GAAP), excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented. Adjusted Diluted EPS is calculated as Adjusted Net Income attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Consolidated Statements of Income.​●Adjusted Effective Tax Rate is defined as Provision for income taxes, as reported in the Consolidated Statements of Income, expressed as a percentage of Income before income taxes, as reported in the Consolidated Statements of Income, each excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented.​●Adjusted Net Income attributable to Amphenol Corporation is defined as Net income attributable to Amphenol Corporation, as reported in the Consolidated Statements of Income, excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented.​●Adjusted Operating Income is defined as Operating income, as reported in the Consolidated Statements of Income, excluding income and expenses that are not directly related to the Company’s operating performance during the years presented.​●Adjusted Operating Margin is defined as Adjusted Operating Income (as defined above) expressed as a percentage of Net sales (as reported in the Consolidated Statements of Income).​●Constant Currency Net Sales Growth is defined as the year-over-year percentage change in net sales growth, excluding the impact of changes in foreign currency exchange rates. The Company’s results are subject to volatility related to foreign currency translation fluctuations. As such, management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Organic Net Sales Growth (as defined below) and Constant Currency Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends.​●Free Cash Flow is defined as (i) Net cash provided by operating activities (“Operating Cash Flow” - as reported in accordance with U.S. GAAP) less (ii) capital expenditures (as reported in accordance with U.S. GAAP), net of proceeds from disposals of property, plant and equipment (as reported in accordance with U.S. GAAP), all of which are derived from the Consolidated Statements of Cash Flow. 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 year-over-year 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 year 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 year(s) and/or prior comparable year(s) presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Constant Currency Net Sales Growth (as defined above) and Organic Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends. ​Recent Accounting Pronouncements​Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements, including those adopted by the Company.​ The non-GAAP financial measures defined below should be read in conjunction with the Company’s financial statements presented in accordance with U.S. GAAP. The reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024, 2023 and 2022 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 7: ​ ●Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with U.S. GAAP), excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented. Adjusted Diluted EPS is calculated as Adjusted Net Income attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Consolidated Statements of Income. ​ ●Adjusted Effective Tax Rate is defined as Provision for income taxes, as reported in the Consolidated Statements of Income, expressed as a percentage of Income before income taxes, as reported in the Consolidated Statements of Income, each excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented. ​ ●Adjusted Net Income attributable to Amphenol Corporation is defined as Net income attributable to Amphenol Corporation, as reported in the Consolidated Statements of Income, excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented. ​ ●Adjusted Operating Income is defined as Operating income, as reported in the Consolidated Statements of Income, excluding income and expenses that are not directly related to the Company’s operating performance during the years presented. ​ ●Adjusted Operating Margin is defined as Adjusted Operating Income (as defined above) expressed as a percentage of Net sales (as reported in the Consolidated Statements of Income). ​ ●Constant Currency Net Sales Growth is defined as the year-over-year percentage change in net sales growth, excluding the impact of changes in foreign currency exchange rates. The Company’s results are subject to volatility related to foreign currency translation fluctuations. As such, management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Organic Net Sales Growth (as defined below) and Constant Currency Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends. ​ ●Free Cash Flow is defined as (i) Net cash provided by operating activities (“Operating Cash Flow” - as reported in accordance with U.S. GAAP) less (ii) capital expenditures (as reported in accordance with U.S. GAAP), net of proceeds from disposals of property, plant and equipment (as reported in accordance with U.S. GAAP), all of which are derived from the Consolidated Statements of Cash Flow. 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 year-over-year 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 year 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 year(s) and/or prior comparable year(s) presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Constant Currency Net Sales Growth (as defined above) and Organic Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends. ​" }, { "status": "UNCHANGED", "current_title": "2023 Compared to 2022", "prior_title": "2023 Compared to 2022", "current_body": "​ Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended December 31, 2022, which represented a decrease of 1% in U.S. dollars and 3% organically (excluding both currency and acquisition impacts), while flat in constant currencies compared to the prior year. The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below. From an end market standpoint, the decrease in net sales was driven by organic declines in the IT datacom, mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains. Net sales to the defense market increased approximately $237.6, driven by broad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters, communications, and space-related applications, as well as contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes. Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications. Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications, including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications. Net sales to the mobile networks market decreased approximately $163.9, driven by 33 33 33 Table of Contentsbroad-based moderations in demand from mobile network operators and wireless equipment manufacturers, partially offset by contributions from acquisitions. Net sales to the mobile devices market decreased approximately $161.5, driven by declines in sales in laptops, wearable devices, tablets and production-related products, partially offset by growth in smartphones. Net sales to the broadband communications market decreased approximately $46.4, driven by moderations in demand from broadband service operators.​Net sales in the Harsh Environment Solutions segment (approximately 28% of net sales) increased 14% in U.S. dollars, 14% in constant currencies and 9% organically, in 2023, compared to 2022. The sales growth in 2023 was primarily driven by strong organic growth in the defense, commercial aerospace, automotive and IT datacom markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and mobile networks markets.​Net sales in the Communications Solutions segment (approximately 39% of net sales) decreased 13% in U.S. dollars, 12% in constant currencies and 13% organically, in 2023, compared to 2022. The sales decline in 2023 was primarily driven by organic declines in the IT datacom, industrial, mobile networks, mobile devices and broadband communications markets, partially offset by strong organic growth in the automotive market, along with modest contributions from the Company’s acquisition program.​Net sales in the Interconnect and Sensor Systems segment (approximately 33% of net sales) increased 6% in U.S. dollars, 7% in constant currencies and 3% organically, in 2023, compared to 2022. The sales growth in 2023 was primarily driven by strong organic growth in the automotive and commercial aerospace markets, and moderate growth in the industrial and defense markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the IT datacom and mobile networks markets.​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 year ended December 31, 2023 compared to the year ended December 31, 2022:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Percentage Growth (relative to prior year) (1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​Net sales​Foreign​Constant​​​Organic​​​​​growth in​currency​Currency Net​Acquisition​Net Sales​​​​​​​​​U.S. Dollars (2)​impact (3)​ Sales Growth (4)​impact (5)​Growth (4)​Net sales by: 2023 2022 (GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​Segment: ​​​​​ ​​​​​​​​​​​​​​​Harsh Environment Solutions​$ 3,530.8 $ 3,107.2​ 14% ​ —% ​ 14% ​ 5% ​ 9% ​Communications Solutions​​ 4,912.8​​ 5,652.4​ (13)% ​ (1)% ​ (12)% ​ 1% ​ (13)% ​Interconnect and Sensor Systems​ 4,111.1​ 3,863.4​ 6% ​ —% ​ 7% ​ 3% ​ 3% ​Consolidated​$ 12,554.7​$ 12,623.0​ (1)% ​ —% ​ —% ​ 3% ​ (3)% ​​​​​​​​​​​​​​​​​​​​​​​​Geography (6): ​​​​​ ​​​​​​​​​​​​​​​United States​$ 4,405.4 $ 4,155.2​ 6% ​ —% ​ 6% ​ 5% ​ 1% ​Foreign​ 8,149.3​ 8,467.8​ (4)% ​ (1)% ​ (3)% ​ 1% ​ (4)% ​Consolidated​$ 12,554.7​$ 12,623.0​ (1)% ​ —% ​ —% ​ 3% ​ (3)% ​​​​​​​​​​​​​​​​​​​​​​​​​(1)Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.(2)Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 13 of the Notes to Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S. GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.(3)Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting year compared to the prior reporting year. Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the prior year from current year net sales, taken as a percentage of the prior year’s net sales.(4)Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 7.(5)Acquisition impact, a non-GAAP measure, 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 year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.(6)Net sales by geographic area are based on the customer location to which the product is shipped.​The decrease in foreign net sales in 2023 compared to 2022 was primarily driven by sales declines in Asia. The comparatively stronger U.S. dollar in 2023 had the effect of decreasing sales by approximately $61.1, compared to 2022.​Selling, general and administrative expenses were $1,489.9, or 11.9% of net sales, for 2023, compared to $1,420.9, or 11.3% of net sales, for 2022. The increase in Selling, general and administrative expenses as a percentage of net sales 34 Table of Contents Table of Contents Table of Contents broad-based moderations in demand from mobile network operators and wireless equipment manufacturers, partially offset by contributions from acquisitions. Net sales to the mobile devices market decreased approximately $161.5, driven by declines in sales in laptops, wearable devices, tablets and production-related products, partially offset by growth in smartphones. Net sales to the broadband communications market decreased approximately $46.4, driven by moderations in demand from broadband service operators.​Net sales in the Harsh Environment Solutions segment (approximately 28% of net sales) increased 14% in U.S. dollars, 14% in constant currencies and 9% organically, in 2023, compared to 2022. The sales growth in 2023 was primarily driven by strong organic growth in the defense, commercial aerospace, automotive and IT datacom markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and mobile networks markets.​Net sales in the Communications Solutions segment (approximately 39% of net sales) decreased 13% in U.S. dollars, 12% in constant currencies and 13% organically, in 2023, compared to 2022. The sales decline in 2023 was primarily driven by organic declines in the IT datacom, industrial, mobile networks, mobile devices and broadband communications markets, partially offset by strong organic growth in the automotive market, along with modest contributions from the Company’s acquisition program.​Net sales in the Interconnect and Sensor Systems segment (approximately 33% of net sales) increased 6% in U.S. dollars, 7% in constant currencies and 3% organically, in 2023, compared to 2022. The sales growth in 2023 was primarily driven by strong organic growth in the automotive and commercial aerospace markets, and moderate growth in the industrial and defense markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the IT datacom and mobile networks markets.​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 year ended December 31, 2023 compared to the year ended December 31, 2022:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Percentage Growth (relative to prior year) (1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​Net sales​Foreign​Constant​​​Organic​​​​​growth in​currency​Currency Net​Acquisition​Net Sales​​​​​​​​​U.S. Dollars (2)​impact (3)​ Sales Growth (4)​impact (5)​Growth (4)​Net sales by: 2023 2022 (GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​Segment: ​​​​​ ​​​​​​​​​​​​​​​Harsh Environment Solutions​$ 3,530.8 $ 3,107.2​ 14% ​ —% ​ 14% ​ 5% ​ 9% ​Communications Solutions​​ 4,912.8​​ 5,652.4​ (13)% ​ (1)% ​ (12)% ​ 1% ​ (13)% ​Interconnect and Sensor Systems​ 4,111.1​ 3,863.4​ 6% ​ —% ​ 7% ​ 3% ​ 3% ​Consolidated​$ 12,554.7​$ 12,623.0​ (1)% ​ —% ​ —% ​ 3% ​ (3)% ​​​​​​​​​​​​​​​​​​​​​​​​Geography (6): ​​​​​ ​​​​​​​​​​​​​​​United States​$ 4,405.4 $ 4,155.2​ 6% ​ —% ​ 6% ​ 5% ​ 1% ​Foreign​ 8,149.3​ 8,467.8​ (4)% ​ (1)% ​ (3)% ​ 1% ​ (4)% ​Consolidated​$ 12,554.7​$ 12,623.0​ (1)% ​ —% ​ —% ​ 3% ​ (3)% ​​​​​​​​​​​​​​​​​​​​​​​​​(1)Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.(2)Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 13 of the Notes to Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S. GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.(3)Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting year compared to the prior reporting year. Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the prior year from current year net sales, taken as a percentage of the prior year’s net sales.(4)Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 7.(5)Acquisition impact, a non-GAAP measure, 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 year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.(6)Net sales by geographic area are based on the customer location to which the product is shipped.​The decrease in foreign net sales in 2023 compared to 2022 was primarily driven by sales declines in Asia. The comparatively stronger U.S. dollar in 2023 had the effect of decreasing sales by approximately $61.1, compared to 2022.​Selling, general and administrative expenses were $1,489.9, or 11.9% of net sales, for 2023, compared to $1,420.9, or 11.3% of net sales, for 2022. The increase in Selling, general and administrative expenses as a percentage of net sales broad-based moderations in demand from mobile network operators and wireless equipment manufacturers, partially offset by contributions from acquisitions. Net sales to the mobile devices market decreased approximately $161.5, driven by declines in sales in laptops, wearable devices, tablets and production-related products, partially offset by growth in smartphones. Net sales to the broadband communications market decreased approximately $46.4, driven by moderations in demand from broadband service operators.​Net sales in the Harsh Environment Solutions segment (approximately 28% of net sales) increased 14% in U.S. dollars, 14% in constant currencies and 9% organically, in 2023, compared to 2022. The sales growth in 2023 was primarily driven by strong organic growth in the defense, commercial aerospace, automotive and IT datacom markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and mobile networks markets.​Net sales in the Communications Solutions segment (approximately 39% of net sales) decreased 13% in U.S. dollars, 12% in constant currencies and 13% organically, in 2023, compared to 2022. The sales decline in 2023 was primarily driven by organic declines in the IT datacom, industrial, mobile networks, mobile devices and broadband communications markets, partially offset by strong organic growth in the automotive market, along with modest contributions from the Company’s acquisition program.​Net sales in the Interconnect and Sensor Systems segment (approximately 33% of net sales) increased 6% in U.S. dollars, 7% in constant currencies and 3% organically, in 2023, compared to 2022. The sales growth in 2023 was primarily driven by strong organic growth in the automotive and commercial aerospace markets, and moderate growth in the industrial and defense markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the IT datacom and mobile networks markets.​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 year ended December 31, 2023 compared to the year ended December 31, 2022:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Percentage Growth (relative to prior year) (1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​Net sales​Foreign​Constant​​​Organic​​​​​growth in​currency​Currency Net​Acquisition​Net Sales​​​​​​​​​U.S. Dollars (2)​impact (3)​ Sales Growth (4)​impact (5)​Growth (4)​Net sales by: 2023 2022 (GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​(non-GAAP)​Segment: ​​​​​ ​​​​​​​​​​​​​​​Harsh Environment Solutions​$ 3,530.8 $ 3,107.2​ 14% ​ —% ​ 14% ​ 5% ​ 9% ​Communications Solutions​​ 4,912.8​​ 5,652.4​ (13)% ​ (1)% ​ (12)% ​ 1% ​ (13)% ​Interconnect and Sensor Systems​ 4,111.1​ 3,863.4​ 6% ​ —% ​ 7% ​ 3% ​ 3% ​Consolidated​$ 12,554.7​$ 12,623.0​ (1)% ​ —% ​ —% ​ 3% ​ (3)% ​​​​​​​​​​​​​​​​​​​​​​​​Geography (6): ​​​​​ ​​​​​​​​​​​​​​​United States​$ 4,405.4 $ 4,155.2​ 6% ​ —% ​ 6% ​ 5% ​ 1% ​Foreign​ 8,149.3​ 8,467.8​ (4)% ​ (1)% ​ (3)% ​ 1% ​ (4)% ​Consolidated​$ 12,554.7​$ 12,623.0​ (1)% ​ —% ​ —% ​ 3% ​ (3)% ​​​​​​​​​​​​​​​​​​​​​​​​​(1)Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.(2)Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 13 of the Notes to Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S. GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.(3)Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting year compared to the prior reporting year. Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the prior year from current year net sales, taken as a percentage of the prior year’s net sales.(4)Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 7.(5)Acquisition impact, a non-GAAP measure, 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 year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.(6)Net sales by geographic area are based on the customer location to which the product is shipped.​The decrease in foreign net sales in 2023 compared to 2022 was primarily driven by sales declines in Asia. The comparatively stronger U.S. dollar in 2023 had the effect of decreasing sales by approximately $61.1, compared to 2022.​Selling, general and administrative expenses were $1,489.9, or 11.9% of net sales, for 2023, compared to $1,420.9, or 11.3% of net sales, for 2022. The increase in Selling, general and administrative expenses as a percentage of net sales broad-based moderations in demand from mobile network operators and wireless equipment manufacturers, partially offset by contributions from acquisitions. Net sales to the mobile devices market decreased approximately $161.5, driven by declines in sales in laptops, wearable devices, tablets and production-related products, partially offset by growth in smartphones. Net sales to the broadband communications market decreased approximately $46.4, driven by moderations in demand from broadband service operators. ​ Net sales in the Harsh Environment Solutions segment (approximately 28% of net sales) increased 14% in U.S. dollars, 14% in constant currencies and 9% organically, in 2023, compared to 2022. The sales growth in 2023 was primarily driven by strong organic growth in the defense, commercial aerospace, automotive and IT datacom markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and mobile networks markets. ​ Net sales in the Communications Solutions segment (approximately 39% of net sales) decreased 13% in U.S. dollars, 12% in constant currencies and 13% organically, in 2023, compared to 2022. The sales decline in 2023 was primarily driven by organic declines in the IT datacom, industrial, mobile networks, mobile devices and broadband communications markets, partially offset by strong organic growth in the automotive market, along with modest contributions from the Company’s acquisition program. ​ Net sales in the Interconnect and Sensor Systems segment (approximately 33% of net sales) increased 6% in U.S. dollars, 7% in constant currencies and 3% organically, in 2023, compared to 2022. The sales growth in 2023 was primarily driven by strong organic growth in the automotive and commercial aerospace markets, and moderate growth in the industrial and defense markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the IT datacom and mobile networks markets. ​ 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 year ended December 31, 2023 compared to the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "UNCHANGED", "current_title": "Opinions on the Financial Statements and Internal Control over Financial Reporting", "prior_title": "Opinions on the Financial Statements and Internal Control over Financial Reporting", "current_body": "​ We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flow, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ​ In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. ​" }, { "status": "UNCHANGED", "current_title": "Environmental Matters", "prior_title": "Environmental Matters", "current_body": "​ Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​ 44 44 44 Table of ContentsInflation and Costs​The cost of the Company’s products is influenced by the cost of a wide variety of raw materials. The Company strives to offset the impact of increases in the cost of raw materials, labor and services through price increases, productivity improvements and cost saving programs. However, in certain markets, implementing price increases can be difficult, and there is no guarantee that the Company will be successful. From time to time, the Company has encountered, and in the future may encounter, difficulties in obtaining certain raw materials or components necessary for production at reasonable costs due to supply chain constraints and logistical challenges, which may include regulatory restrictions and the imposition of additional tariffs. These difficulties may also negatively impact the pricing of materials and components sourced or used by the Company. While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, inflationary pressures and increased commodity prices may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components. For a discussion of certain risks related to inflation and costs, refer to the risk factor titled “The Company and certain of its suppliers and customers have experienced, and may in the future experience, difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components may increase” in Part I, Item 1A. Risk Factors herein.​Foreign Currency Exchange Rates​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible currency devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. For further discussion of foreign exchange exposures, risks and uncertainties, refer to the risk factor titled “The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates” in Part I, Item 1A. Risk Factors herein.​Non-GAAP Financial Measures​In addition to assessing the Company’s financial condition, results of operations, liquidity and cash flows in accordance with U.S. GAAP, management utilizes certain non-GAAP financial measures, defined below, as part of its internal reviews for purposes of monitoring, evaluating and forecasting the Company’s financial performance, communicating operating results to the Board and assessing related employee compensation measures. Management believes that these non-GAAP financial measures may be helpful to investors in assessing the Company’s overall financial performance, trends and year-over-year comparative results, in addition to the reasons noted below. Non-GAAP financial measures related to operating income, operating margin, net income attributable to Amphenol Corporation, effective tax rate and diluted EPS exclude income and expenses that are not directly related to the Company’s operating performance during the years presented. Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, gains associated with bargain purchase acquisitions, and certain discrete tax items including, but not limited to, (i) the excess tax benefits related to stock-based compensation and (ii) the impact of significant changes in tax law. Non-GAAP financial measures related to net sales exclude the impact of foreign currency exchange rates and acquisitions. The non-GAAP financial information contained herein is included for supplemental purposes only and should not be considered in isolation or as a substitute for or superior to the related U.S. GAAP financial measures. In addition, these non-GAAP financial measures are not necessarily the same or comparable to similar measures presented by other companies as such measures may be calculated differently or may exclude different items. ​​45 Table of Contents Table of Contents Table of Contents Inflation and Costs​The cost of the Company’s products is influenced by the cost of a wide variety of raw materials. The Company strives to offset the impact of increases in the cost of raw materials, labor and services through price increases, productivity improvements and cost saving programs. However, in certain markets, implementing price increases can be difficult, and there is no guarantee that the Company will be successful. From time to time, the Company has encountered, and in the future may encounter, difficulties in obtaining certain raw materials or components necessary for production at reasonable costs due to supply chain constraints and logistical challenges, which may include regulatory restrictions and the imposition of additional tariffs. These difficulties may also negatively impact the pricing of materials and components sourced or used by the Company. While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, inflationary pressures and increased commodity prices may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components. For a discussion of certain risks related to inflation and costs, refer to the risk factor titled “The Company and certain of its suppliers and customers have experienced, and may in the future experience, difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components may increase” in Part I, Item 1A. Risk Factors herein.​Foreign Currency Exchange Rates​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible currency devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. For further discussion of foreign exchange exposures, risks and uncertainties, refer to the risk factor titled “The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates” in Part I, Item 1A. Risk Factors herein.​Non-GAAP Financial Measures​In addition to assessing the Company’s financial condition, results of operations, liquidity and cash flows in accordance with U.S. GAAP, management utilizes certain non-GAAP financial measures, defined below, as part of its internal reviews for purposes of monitoring, evaluating and forecasting the Company’s financial performance, communicating operating results to the Board and assessing related employee compensation measures. Management believes that these non-GAAP financial measures may be helpful to investors in assessing the Company’s overall financial performance, trends and year-over-year comparative results, in addition to the reasons noted below. Non-GAAP financial measures related to operating income, operating margin, net income attributable to Amphenol Corporation, effective tax rate and diluted EPS exclude income and expenses that are not directly related to the Company’s operating performance during the years presented. Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, gains associated with bargain purchase acquisitions, and certain discrete tax items including, but not limited to, (i) the excess tax benefits related to stock-based compensation and (ii) the impact of significant changes in tax law. Non-GAAP financial measures related to net sales exclude the impact of foreign currency exchange rates and acquisitions. The non-GAAP financial information contained herein is included for supplemental purposes only and should not be considered in isolation or as a substitute for or superior to the related U.S. GAAP financial measures. In addition, these non-GAAP financial measures are not necessarily the same or comparable to similar measures presented by other companies as such measures may be calculated differently or may exclude different items. ​​ Inflation and Costs​The cost of the Company’s products is influenced by the cost of a wide variety of raw materials. The Company strives to offset the impact of increases in the cost of raw materials, labor and services through price increases, productivity improvements and cost saving programs. However, in certain markets, implementing price increases can be difficult, and there is no guarantee that the Company will be successful. From time to time, the Company has encountered, and in the future may encounter, difficulties in obtaining certain raw materials or components necessary for production at reasonable costs due to supply chain constraints and logistical challenges, which may include regulatory restrictions and the imposition of additional tariffs. These difficulties may also negatively impact the pricing of materials and components sourced or used by the Company. While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, inflationary pressures and increased commodity prices may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components. For a discussion of certain risks related to inflation and costs, refer to the risk factor titled “The Company and certain of its suppliers and customers have experienced, and may in the future experience, difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components may increase” in Part I, Item 1A. Risk Factors herein.​Foreign Currency Exchange Rates​The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible currency devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts to mitigate currency risk in a number of ways, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. For further discussion of foreign exchange exposures, risks and uncertainties, refer to the risk factor titled “The Company’s results can be positively or negatively affected by changes in foreign currency exchange rates” in Part I, Item 1A. Risk Factors herein.​Non-GAAP Financial Measures​In addition to assessing the Company’s financial condition, results of operations, liquidity and cash flows in accordance with U.S. GAAP, management utilizes certain non-GAAP financial measures, defined below, as part of its internal reviews for purposes of monitoring, evaluating and forecasting the Company’s financial performance, communicating operating results to the Board and assessing related employee compensation measures. Management believes that these non-GAAP financial measures may be helpful to investors in assessing the Company’s overall financial performance, trends and year-over-year comparative results, in addition to the reasons noted below. Non-GAAP financial measures related to operating income, operating margin, net income attributable to Amphenol Corporation, effective tax rate and diluted EPS exclude income and expenses that are not directly related to the Company’s operating performance during the years presented. Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, gains associated with bargain purchase acquisitions, and certain discrete tax items including, but not limited to, (i) the excess tax benefits related to stock-based compensation and (ii) the impact of significant changes in tax law. Non-GAAP financial measures related to net sales exclude the impact of foreign currency exchange rates and acquisitions. The non-GAAP financial information contained herein is included for supplemental purposes only and should not be considered in isolation or as a substitute for or superior to the related U.S. GAAP financial measures. In addition, these non-GAAP financial measures are not necessarily the same or comparable to similar measures presented by other companies as such measures may be calculated differently or may exclude different items. ​​" }, { "status": "UNCHANGED", "current_title": "Changes in fiscal and tax policies, audits and examinations by taxing authorities could impact the Company’s results.", "prior_title": "Changes in fiscal and tax policies, audits and examinations by taxing authorities could impact the Company’s results.", "current_body": "​ The Company is subject to tax in all jurisdictions in which it operates, including the Company’s two largest markets, the U.S. and China. Any future examinations, changes in tax laws, regulations, accounting standards for income taxes and/or other tax guidance could materially impact the Company’s current and non-current tax liabilities, along with deferred tax assets and liabilities, and consequently, our financial condition, results of operations or cash flows. ​ The Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law in 2022. Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the years ended December 31, 2024 and 2023. However, the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released. ​ 19 19 19 Table of ContentsThe 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 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 on 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.​We may experience difficulties in enforcing our intellectual property rights, which could result in loss of market share, and we may be subject to claims of infringement of the intellectual property rights of others.​We rely on patent and trade secret laws, copyright, trademark, confidentiality procedures, controls and contractual commitments to protect our intellectual property rights. Despite our efforts, these protections may be limited and, from time to time, we encounter difficulties in protecting our intellectual property rights, particularly in certain countries outside the U.S. We cannot provide assurance that the patents that we hold or may obtain will provide meaningful protection against our competitors. Changes in laws concerning intellectual property, or the enforcement of such laws, may affect our ability to prevent or address the misappropriation of, or the unauthorized use of, our intellectual property, potentially resulting in loss of market share. Litigation may be necessary to enforce our intellectual property rights. Litigation is inherently uncertain, and outcomes are unpredictable. If we cannot protect our intellectual property rights against unauthorized copying or use, or other misappropriation, we may not remain competitive.​The intellectual property rights of others could inhibit our ability to introduce new products. Other companies hold patents on technologies used in our industries and are aggressively seeking to expand, enforce and license their patent portfolios. We periodically receive notices from, or have lawsuits filed against us by, third parties claiming infringement, misappropriation or other misuse of their intellectual property rights and/or breach of our agreements with them. These third parties may include entities that do not have the capabilities to design, manufacture, or distribute products or that acquire intellectual property like patents for the sole purpose of monetizing their acquired intellectual property through asserting claims of infringement and misuse. In addition, some foreign competitors may take advantage of the intellectual property laws in their home countries and the more favorable litigation and regulatory environment to our detriment. Third-party claims of infringement may result in loss of revenue, substantial costs or lead to monetary damages or injunctive relief against us.​The Company is subject to customer claims, litigation and other regulatory or legal proceedings.​The Company is currently engaged in, or subject to, various customer claims, litigation and other regulatory and legal matters and may be subject to additional claims, litigation and other regulatory or legal proceedings in the future. Such matters expose the Company to risks that could be material, including, but not limited to, risks related to employment disputes, tax controversies, government investigations, intellectual property infringement, compliance with environmental laws, unfair sales practices, product safety and liability, and product warranty, indemnity and other contract-related claims. These matters may subject the Company to lawsuits, voluntary or forced product recalls, government investigations and criminal liability, including claims for compensatory, punitive or consequential damages, and could result in disruptions to our business and significant legal expenses. These matters could also damage our reputation, harm our relationships with customers or negatively affect product demand.​The insurance coverages that the Company maintains may not apply to all types of claims and proceedings, and, where insurance exists, the amount of insurance coverage may not be adequate to cover the total claims and liabilities. In some cases, particularly with respect to product warranty claims from customers, we self-insure against this risk, meaning that any product liability claims will likely have to be paid from Company funds and not by insurance. Any current or future substantial liabilities or regulatory actions could have a material adverse effect on our business, financial condition, cash flows and reputation.​The Company is subject to environmental laws and regulations that could adversely affect our business.​The Company operates in both the United States and various foreign jurisdictions, and we must comply with locally enacted laws and regulations addressing health, safety and environmental matters in such jurisdictions in which we 20 Table of Contents Table of Contents Table of Contents 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 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 on 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.​We may experience difficulties in enforcing our intellectual property rights, which could result in loss of market share, and we may be subject to claims of infringement of the intellectual property rights of others.​We rely on patent and trade secret laws, copyright, trademark, confidentiality procedures, controls and contractual commitments to protect our intellectual property rights. Despite our efforts, these protections may be limited and, from time to time, we encounter difficulties in protecting our intellectual property rights, particularly in certain countries outside the U.S. We cannot provide assurance that the patents that we hold or may obtain will provide meaningful protection against our competitors. Changes in laws concerning intellectual property, or the enforcement of such laws, may affect our ability to prevent or address the misappropriation of, or the unauthorized use of, our intellectual property, potentially resulting in loss of market share. Litigation may be necessary to enforce our intellectual property rights. Litigation is inherently uncertain, and outcomes are unpredictable. If we cannot protect our intellectual property rights against unauthorized copying or use, or other misappropriation, we may not remain competitive.​The intellectual property rights of others could inhibit our ability to introduce new products. Other companies hold patents on technologies used in our industries and are aggressively seeking to expand, enforce and license their patent portfolios. We periodically receive notices from, or have lawsuits filed against us by, third parties claiming infringement, misappropriation or other misuse of their intellectual property rights and/or breach of our agreements with them. These third parties may include entities that do not have the capabilities to design, manufacture, or distribute products or that acquire intellectual property like patents for the sole purpose of monetizing their acquired intellectual property through asserting claims of infringement and misuse. In addition, some foreign competitors may take advantage of the intellectual property laws in their home countries and the more favorable litigation and regulatory environment to our detriment. Third-party claims of infringement may result in loss of revenue, substantial costs or lead to monetary damages or injunctive relief against us.​The Company is subject to customer claims, litigation and other regulatory or legal proceedings.​The Company is currently engaged in, or subject to, various customer claims, litigation and other regulatory and legal matters and may be subject to additional claims, litigation and other regulatory or legal proceedings in the future. Such matters expose the Company to risks that could be material, including, but not limited to, risks related to employment disputes, tax controversies, government investigations, intellectual property infringement, compliance with environmental laws, unfair sales practices, product safety and liability, and product warranty, indemnity and other contract-related claims. These matters may subject the Company to lawsuits, voluntary or forced product recalls, government investigations and criminal liability, including claims for compensatory, punitive or consequential damages, and could result in disruptions to our business and significant legal expenses. These matters could also damage our reputation, harm our relationships with customers or negatively affect product demand.​The insurance coverages that the Company maintains may not apply to all types of claims and proceedings, and, where insurance exists, the amount of insurance coverage may not be adequate to cover the total claims and liabilities. In some cases, particularly with respect to product warranty claims from customers, we self-insure against this risk, meaning that any product liability claims will likely have to be paid from Company funds and not by insurance. Any current or future substantial liabilities or regulatory actions could have a material adverse effect on our business, financial condition, cash flows and reputation.​The Company is subject to environmental laws and regulations that could adversely affect our business.​The Company operates in both the United States and various foreign jurisdictions, and we must comply with locally enacted laws and regulations addressing health, safety and environmental matters in such jurisdictions in which we 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 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 on 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.​We may experience difficulties in enforcing our intellectual property rights, which could result in loss of market share, and we may be subject to claims of infringement of the intellectual property rights of others.​We rely on patent and trade secret laws, copyright, trademark, confidentiality procedures, controls and contractual commitments to protect our intellectual property rights. Despite our efforts, these protections may be limited and, from time to time, we encounter difficulties in protecting our intellectual property rights, particularly in certain countries outside the U.S. We cannot provide assurance that the patents that we hold or may obtain will provide meaningful protection against our competitors. Changes in laws concerning intellectual property, or the enforcement of such laws, may affect our ability to prevent or address the misappropriation of, or the unauthorized use of, our intellectual property, potentially resulting in loss of market share. Litigation may be necessary to enforce our intellectual property rights. Litigation is inherently uncertain, and outcomes are unpredictable. If we cannot protect our intellectual property rights against unauthorized copying or use, or other misappropriation, we may not remain competitive.​The intellectual property rights of others could inhibit our ability to introduce new products. Other companies hold patents on technologies used in our industries and are aggressively seeking to expand, enforce and license their patent portfolios. We periodically receive notices from, or have lawsuits filed against us by, third parties claiming infringement, misappropriation or other misuse of their intellectual property rights and/or breach of our agreements with them. These third parties may include entities that do not have the capabilities to design, manufacture, or distribute products or that acquire intellectual property like patents for the sole purpose of monetizing their acquired intellectual property through asserting claims of infringement and misuse. In addition, some foreign competitors may take advantage of the intellectual property laws in their home countries and the more favorable litigation and regulatory environment to our detriment. Third-party claims of infringement may result in loss of revenue, substantial costs or lead to monetary damages or injunctive relief against us.​The Company is subject to customer claims, litigation and other regulatory or legal proceedings.​The Company is currently engaged in, or subject to, various customer claims, litigation and other regulatory and legal matters and may be subject to additional claims, litigation and other regulatory or legal proceedings in the future. Such matters expose the Company to risks that could be material, including, but not limited to, risks related to employment disputes, tax controversies, government investigations, intellectual property infringement, compliance with environmental laws, unfair sales practices, product safety and liability, and product warranty, indemnity and other contract-related claims. These matters may subject the Company to lawsuits, voluntary or forced product recalls, government investigations and criminal liability, including claims for compensatory, punitive or consequential damages, and could result in disruptions to our business and significant legal expenses. These matters could also damage our reputation, harm our relationships with customers or negatively affect product demand.​The insurance coverages that the Company maintains may not apply to all types of claims and proceedings, and, where insurance exists, the amount of insurance coverage may not be adequate to cover the total claims and liabilities. In some cases, particularly with respect to product warranty claims from customers, we self-insure against this risk, meaning that any product liability claims will likely have to be paid from Company funds and not by insurance. Any current or future substantial liabilities or regulatory actions could have a material adverse effect on our business, financial condition, cash flows and reputation.​The Company is subject to environmental laws and regulations that could adversely affect our business.​The Company operates in both the United States and various foreign jurisdictions, and we must comply with locally enacted laws and regulations addressing health, safety and environmental matters in such jurisdictions in which we 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 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 on 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. ​" }, { "status": "UNCHANGED", "current_title": "Inflation and Costs", "prior_title": "Inflation and Costs", "current_body": "​ The cost of the Company’s products is influenced by the cost of a wide variety of raw materials. The Company strives to offset the impact of increases in the cost of raw materials, labor and services through price increases, productivity improvements and cost saving programs. However, in certain markets, implementing price increases can be difficult, and there is no guarantee that the Company will be successful. From time to time, the Company has encountered, and in the future may encounter, difficulties in obtaining certain raw materials or components necessary for production at reasonable costs due to supply chain constraints and logistical challenges, which may include regulatory restrictions and the imposition of additional tariffs. These difficulties may also negatively impact the pricing of materials and components sourced or used by the Company. While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, inflationary pressures and increased commodity prices may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components. For a discussion of certain risks related to inflation and costs, refer to the risk factor titled “The Company and certain of its suppliers and customers have experienced, and may in the future experience, difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components may increase” in Part I, Item 1A. Risk Factors herein. ​" }, { "status": "UNCHANGED", "current_title": "Note 1—Summary of Significant Accounting Policies", "prior_title": "Note 1—Summary of Significant Accounting Policies", "current_body": "​ Business ​ Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”) is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed and specialty cable. The Company sells its products to customers worldwide. ​ The Company aligns its businesses into the following three reportable business segments: ​ ●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, mobile networks and information technology and data communications end markets. ​ ●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, mobile networks, broadband communications, automotive, commercial aerospace and defense end markets. ​ ●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. ​ All segment information throughout the Consolidated Financial Statements and Notes to Consolidated Financial Statements is presented in accordance with the three reportable business segments. Refer to Note 13 herein for further details related to the Company’s reportable business segments. ​" }, { "status": "UNCHANGED", "current_title": "Inflation Reduction Act of 2022", "prior_title": "Inflation Reduction Act of 2022", "current_body": "​ The Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law in 2022. Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the years ended December 31, 2024 and 2023. While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows. ​" }, { "status": "UNCHANGED", "current_title": "Critical Audit Matter Description", "prior_title": "Critical Audit Matter Description", "current_body": "​ The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ​ Management judgment is required to identify and evaluate each unrecognized tax benefit to determine whether the more likely than not recognition threshold has been met. Further, the evaluation of each unrecognized tax benefit requires management to apply specialized skill and knowledge related to the identified position. The Company has unrecognized tax benefits of $214.5 million, including penalties and interest, as of December 31, 2024. ​ We identified the liabilities for uncertain tax positions as a critical audit matter because of the complexity created by the multiple jurisdictions in which the Company files its tax returns, each of which may have differing and complex tax laws and regulations. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate management’s recognition and measurement of identified unrecognized tax benefits, and whether it is more likely than not that the tax position will be sustained. ​" }, { "status": "UNCHANGED", "current_title": "Definition and Limitations of Internal Control over Financial Reporting", "prior_title": "Definition and Limitations of Internal Control over Financial Reporting", "current_body": "​ A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ 50 50 50 Table of ContentsCritical Audit Matter​The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.​Income Taxes — Unrecognized Tax Benefits — Refer to Notes 1 and 6 to the financial statements​Critical Audit Matter Description​The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ​Management judgment is required to identify and evaluate each unrecognized tax benefit to determine whether the more likely than not recognition threshold has been met. Further, the evaluation of each unrecognized tax benefit requires management to apply specialized skill and knowledge related to the identified position. The Company has unrecognized tax benefits of $214.5 million, including penalties and interest, as of December 31, 2024.​We identified the liabilities for uncertain tax positions as a critical audit matter because of the complexity created by the multiple jurisdictions in which the Company files its tax returns, each of which may have differing and complex tax laws and regulations. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate management’s recognition and measurement of identified unrecognized tax benefits, and whether it is more likely than not that the tax position will be sustained.​How the Critical Audit Matter Was Addressed in the Audit​Our audit procedures related to uncertain tax positions included the following, among others: ​●We tested the effectiveness of controls over the unrecognized tax benefits for income taxes, including management’s controls over the identification of uncertain tax positions, determination of whether it is more likely than not that the tax positions will be sustained, and recording of unrecognized tax benefits.​●With the assistance of our income tax specialists, we evaluated management’s significant judgements regarding unrecognized tax benefits including:​oAssessing the reasonableness of the methods and processes used by management to identify uncertain tax positions including but not limited to:​◾Evaluating former and ongoing tax audits by tax authorities​◾Evaluating transactions for which third-party tax advice or tax opinions were received​◾Reviewing other available relevant information​oAssessing the technical merits of a sample of positions identified and the reasonableness of the methodology used to determine the unrecognized tax benefit.​oEvaluating management’s conclusion with respect to whether a sample of unrecognized tax benefits accounted for in prior periods have been effectively settled and/or whether the statute of limitations has expired and, if so, whether the resolution of the tax position has been appropriately accounted for in the financial statements.​oEvaluating a sample of tax positions that have not yet settled or are within statute to determine whether any new information regarding the sustainability of these tax positions or measurement of tax benefit is present and has been appropriately accounted for in the financial statements.​/s/ Deloitte & Touche LLP​Hartford, ConnecticutFebruary 7, 2025​We have served as the Company’s auditor since 1997.51 Table of Contents Table of Contents Table of Contents Critical Audit Matter​The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.​Income Taxes — Unrecognized Tax Benefits — Refer to Notes 1 and 6 to the financial statements​Critical Audit Matter Description​The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ​Management judgment is required to identify and evaluate each unrecognized tax benefit to determine whether the more likely than not recognition threshold has been met. Further, the evaluation of each unrecognized tax benefit requires management to apply specialized skill and knowledge related to the identified position. The Company has unrecognized tax benefits of $214.5 million, including penalties and interest, as of December 31, 2024.​We identified the liabilities for uncertain tax positions as a critical audit matter because of the complexity created by the multiple jurisdictions in which the Company files its tax returns, each of which may have differing and complex tax laws and regulations. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate management’s recognition and measurement of identified unrecognized tax benefits, and whether it is more likely than not that the tax position will be sustained.​How the Critical Audit Matter Was Addressed in the Audit​Our audit procedures related to uncertain tax positions included the following, among others: ​●We tested the effectiveness of controls over the unrecognized tax benefits for income taxes, including management’s controls over the identification of uncertain tax positions, determination of whether it is more likely than not that the tax positions will be sustained, and recording of unrecognized tax benefits.​●With the assistance of our income tax specialists, we evaluated management’s significant judgements regarding unrecognized tax benefits including:​oAssessing the reasonableness of the methods and processes used by management to identify uncertain tax positions including but not limited to:​◾Evaluating former and ongoing tax audits by tax authorities​◾Evaluating transactions for which third-party tax advice or tax opinions were received​◾Reviewing other available relevant information​oAssessing the technical merits of a sample of positions identified and the reasonableness of the methodology used to determine the unrecognized tax benefit.​oEvaluating management’s conclusion with respect to whether a sample of unrecognized tax benefits accounted for in prior periods have been effectively settled and/or whether the statute of limitations has expired and, if so, whether the resolution of the tax position has been appropriately accounted for in the financial statements.​oEvaluating a sample of tax positions that have not yet settled or are within statute to determine whether any new information regarding the sustainability of these tax positions or measurement of tax benefit is present and has been appropriately accounted for in the financial statements.​/s/ Deloitte & Touche LLP​Hartford, ConnecticutFebruary 7, 2025​We have served as the Company’s auditor since 1997. Critical Audit Matter​The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.​Income Taxes — Unrecognized Tax Benefits — Refer to Notes 1 and 6 to the financial statements​Critical Audit Matter Description​The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ​Management judgment is required to identify and evaluate each unrecognized tax benefit to determine whether the more likely than not recognition threshold has been met. Further, the evaluation of each unrecognized tax benefit requires management to apply specialized skill and knowledge related to the identified position. The Company has unrecognized tax benefits of $214.5 million, including penalties and interest, as of December 31, 2024.​We identified the liabilities for uncertain tax positions as a critical audit matter because of the complexity created by the multiple jurisdictions in which the Company files its tax returns, each of which may have differing and complex tax laws and regulations. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate management’s recognition and measurement of identified unrecognized tax benefits, and whether it is more likely than not that the tax position will be sustained.​How the Critical Audit Matter Was Addressed in the Audit​Our audit procedures related to uncertain tax positions included the following, among others: ​●We tested the effectiveness of controls over the unrecognized tax benefits for income taxes, including management’s controls over the identification of uncertain tax positions, determination of whether it is more likely than not that the tax positions will be sustained, and recording of unrecognized tax benefits.​●With the assistance of our income tax specialists, we evaluated management’s significant judgements regarding unrecognized tax benefits including:​oAssessing the reasonableness of the methods and processes used by management to identify uncertain tax positions including but not limited to:​◾Evaluating former and ongoing tax audits by tax authorities​◾Evaluating transactions for which third-party tax advice or tax opinions were received​◾Reviewing other available relevant information​oAssessing the technical merits of a sample of positions identified and the reasonableness of the methodology used to determine the unrecognized tax benefit.​oEvaluating management’s conclusion with respect to whether a sample of unrecognized tax benefits accounted for in prior periods have been effectively settled and/or whether the statute of limitations has expired and, if so, whether the resolution of the tax position has been appropriately accounted for in the financial statements.​oEvaluating a sample of tax positions that have not yet settled or are within statute to determine whether any new information regarding the sustainability of these tax positions or measurement of tax benefit is present and has been appropriately accounted for in the financial statements.​/s/ Deloitte & Touche LLP​Hartford, ConnecticutFebruary 7, 2025​We have served as the Company’s auditor since 1997." }, { "status": "UNCHANGED", "current_title": "Year Ended December 31,", "prior_title": "Year Ended December 31,", "current_body": "​ 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 66.2 ​ 67.5 ​ 68.1 ​ Acquisition-related expenses 0.8 ​ 0.3 ​ 0.2 ​ Selling, general and administrative expenses 12.2 ​ 11.9 ​ 11.3 ​ Operating income 20.7 ​ 20.4 ​ 20.5 ​ Interest expense (1.4) ​ (1.1) ​ (1.0) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.5 ​ 0.2 ​ 0.1 ​ Income before income taxes 19.8 ​ 19.6 ​ 19.5 ​ Provision for income taxes (3.7) ​ (4.1) ​ (4.4) ​ Net income 16.0 ​ 15.5 ​ 15.2 ​ Net income attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income attributable to Amphenol Corporation 15.9 % 15.4 % 15.1 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​" } ] }