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What changed in Amphenol's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Amphenol's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+382 added−369 removedSource: 10-K (2025-02-07) vs 10-K (2024-02-07)

Top changes in Amphenol's 2024 10-K

382 paragraphs added · 369 removed · 315 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+6 added−7 removed60 unchanged
Biggest changeMost of our community outreach is organized by our local management teams, which helps ensure that our efforts are working in support of the local communities in which our 11 Table of Contents employees live and work.
Biggest changeMost of our community outreach is organized by our local management teams, which helps ensure that our efforts are working in support of the local communities in which our employees live and work. ​ Sustainability Report ​ We have a shared commitment to create innovative products that enable our customers to improve the lives of people around the world, to support the well-being of our employees and communities and to sustain the health of our planet.
Item 1. Business ​ General ​ Amphenol Corporation 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.
Item 1. Business ​ General ​ Amphenol Corporation 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.
Whether through reducing our and our partners’ environmental footprint, following humane labor practices, supporting the development and diversity of our global team, ensuring the strength and integrity of our supply chain or giving back to our communities, we have always believed that it is not just good stewardship, but good business to focus on the long-term sustainability of Amphenol . ​ Sustainability Report ​ The Company publishes an annual sustainability report (“Sustainability Report”) to highlight our goals and areas of progress and success in sustainability matters, including climate-related topics.
Whether through reducing our and our partners’ environmental footprint, following humane labor practices, supporting the development of our global team, ensuring the strength and integrity of our supply chain or giving back to our communities, we have always believed that it is not just good stewardship, but good business to focus on the long-term sustainability of Amphenol . ​ The Company publishes an annual sustainability report (“Sustainability Report”) to highlight our goals and areas of progress and success in sustainability matters, including climate-related topics.
The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Primary competitors include Aptiv, Belden, Commscope, Eaton, Foxconn, Glenair, HARTING, Hirose, HUBER+SUHNER, ICT Luxshare, JAE, Jonhon, JST, Molex, Phoenix Contact, Radiall, Rosenberger, Sensata, TE Connectivity, Yazaki and 3M, among others.
The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Primary competitors include Aptiv, Belden, CommScope, Eaton, Foxconn, Glenair, HARTING, Hirose, HUBER+SUHNER, ICT Luxshare, JAE, Jonhon, JST, Molex, Phoenix Contact, Radiall, Rosenberger, Sensata, TE Connectivity and Yazaki, among others.
Separately, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes, as well as the terms of any preferential duty and/or tariff programs in which we participate. ​ For a discussion of certain risks related to government regulation, including export and import controls and sanctions, refer to the risk factors titled “ The Company is exposed to political, economic, military and other risks related to operating in countries outside the United States, and changes in general economic conditions, geopolitical conditions, U.S. trade policies and other factors beyond the Company’s control may adversely impact its business and operating results ,” “ The Company must comply with complex U.S. governmental export and import controls as well as economic sanctions and trade embargoes ,” “ Our business and financial results may be adversely affected by government contracting risks ,” and “ 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 ,” in Part I, Item 1A.
Separately, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes, as well as the terms of any preferential duty and/or tariff programs in which we participate. ​ For a discussion of certain risks related to government regulation, including export and import controls and sanctions, refer to the risk factors titled “ The Company is exposed to political, economic, military and other risks related to operating in countries outside the United States, and changes in general economic conditions, geopolitical conditions, U.S. and other countries’ trade policies and other factors beyond the Company’s control may adversely impact its business and operating results ,” “ 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 ,” “ Our business and financial results may be adversely affected by government contracting risks ,” and “ 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 ,” in Part I, Item 1A.
The Company generally focuses its research and development efforts primarily on those product areas that it believes have the potential for broad market applications and significant sales within a one- to three-year period.
The Company focuses its research and development efforts primarily on those product areas that it believes have the potential for broad market applications and significant sales within a one- to three-year period.
We believe that this model of coaching and tracking at the corporate level, but administering at the facility level, has allowed us to provide training and supervision that better fits the local needs of each of our workforces. ​ Compensation and Benefits – The Company is focused on providing our employees around the world equitable and competitive compensation and benefits.
We believe that this model of coaching and tracking at the corporate level, but administering at the facility level, has allowed us to provide training and supervision that better fits the local needs of each of our workforces. ​ The Company is focused on providing fair and competitive compensation and benefits to our employees around the world.
All segment information throughout this Annual Report is presented under our three reportable segments . ​ 2 Table of Contents A description of each of our reportable business segments is as follows: ​ ● 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. ​ ● 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. ​ ● 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. ​ The following table provides a summary of the end markets that we service and our key products within each of the three reportable business segments: ​ Reporting Segment Harsh Environment Solutions Communications Solutions Interconnect and Sensor Systems ​ ​ ​ ​ ​ ​ ​ % of 2023 Net Sales: 28% 39% 33% ​ ​ ​ ​ ​ ​ ​ End Markets ​ ● Automotive ● Commercial Aerospace ● Defense ● Industrial ● Information Technology and Data Communications ● Mobile Networks ​ ● Automotive ● Broadband Communications ● Commercial Aerospace ● Defense ● Industrial ● Information Technology and Data Communications ● Mobile Devices ● Mobile Networks ​ ● Automotive ● Commercial Aerospace ● Defense ● Industrial ● Information Technology and Data Communications ● Mobile Networks ​ ​ ​ ​ ​ ​ ​ Key Products ​ Connectors and Connector Systems: ● harsh environment data, power, fiber optic and radio frequency interconnect products ​ Value-Add Products: ● backplane interconnect systems ● cable assemblies and harnesses ● cable management products ​ Cable: ● coaxial cable ​ Other: ● flexible and rigid printed circuit boards ​ Connectors and Connector Systems: ● fiber optic interconnect products ● high-speed interconnect products ● radio frequency interconnect products ​ Value-Add Products: ● cable assemblies and harnesses ​ Antennas: ● consumer device antennas ● network infrastructure antennas ​ Cable: ● coaxial, power and specialty cable ​ Other: ● hinges and other mechanical products ● production-related products ​ Connectors and Connector Systems: ● busbars and power distribution systems ● power interconnect products ​ Value-Add Products: ● backplane interconnect systems ● cable assemblies and harnesses ​ Sensors and Sensor-based Products: ● force ● gas and moisture ● level ● position ● pressure ● temperature ● vibration ​ For further details related to the Company’s reportable business segments, information regarding the Company’s operations and results by reportable segment, as well as the Company’s net sales and long-lived assets by geographic area, refer to Note 13 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. ​ ​ 3 Table of Contents Our Strategy ​ The Company’s overall 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.
All segment information throughout this Annual Report is presented under our three reportable segments . ​ 2 Table of Contents A description of each of our reportable business segments is as follows: ​ ● 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. ​ ● 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. ​ ● 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. ​ The following table provides a summary of the end markets that we service and our key products within each of the three reportable business segments: ​ Reporting Segment Harsh Environment Solutions Communications Solutions Interconnect and Sensor Systems ​ ​ ​ ​ ​ ​ ​ % of 2024 Net Sales: 29% 42% 29% ​ ​ ​ ​ ​ ​ ​ End Markets ​ ● Automotive ● Commercial Aerospace ● Defense ● Industrial ● Information Technology and Data Communications ● Mobile Networks ​ ● Automotive ● Broadband Communications ● Commercial Aerospace ● Defense ● Industrial ● Information Technology and Data Communications ● Mobile Devices ● Mobile Networks ​ ● Automotive ● Commercial Aerospace ● Defense ● Industrial ● Information Technology and Data Communications ● Mobile Networks ​ ​ ​ ​ ​ ​ ​ Key Products ​ Connectors and Connector Systems: ● harsh environment data, power, fiber optic and radio frequency interconnect products ​ Value-Add Products: ● backplane interconnect systems ● cable assemblies and harnesses ● cable management products ​ Cable: ● coaxial cable ​ Other: ● flexible and rigid printed circuit boards ​ Connectors and Connector Systems: ● fiber optic interconnect products ● high-speed interconnect products ● radio frequency interconnect products ​ Value-Add Products: ● cable assemblies and harnesses ​ Antennas: ● consumer device antennas ● network infrastructure antennas ​ Cable: ● coaxial, power and specialty cable ​ Other: ● hinges and other mechanical products ● production-related products ​ Connectors and Connector Systems: ● busbars and power distribution systems ● power interconnect products ​ Value-Add Products: ● backplane interconnect systems ● cable assemblies and harnesses ​ Sensors and Sensor-based Products: ● force ● gas and moisture ● level ● position ● pressure ● temperature ● vibration ​ For further details related to the Company’s reportable business segments, information regarding the Company’s operations and results by reportable segment, as well as the Company’s net sales and long-lived assets by geographic area, refer to Note 13 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. ​ ​ 3 Table of Contents Our Strategy ​ The Company’s overall 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.
In addition, the Company generally relies on local management in every region, which we believe creates a strong degree of organizational stability and operational agility, as well as a deeper understanding of local markets. We believe our broad and balanced geographic distribution lowers our exposure to particular geographies.
In addition, the Company generally relies on local management in every region, which we believe creates a high degree of organizational stability and operational agility, as well as a deeper understanding of local markets. We believe our broad and balanced geographic distribution lowers our exposure to particular geographies.
Sales into the automotive market represented approximately 23% of the Company’s net sales in 2023, with sales into the following primary end applications: ​ ​ ​ ​ ● antennas ● lighting ● charging stations ​ ● passenger connectivity ● climate control ​ ● power management ● electric vehicles ​ ● safety and security systems ● engine management and control ​ ● sensing systems ● exhaust monitoring and cleaning ​ ● telematics systems ● hybrid vehicles ​ ● transmission systems ● infotainment and communications ​ ​ ​ Broadband Communications - Amphenol is a world leader in broadband communication products for cable, satellite and telecommunications-based video and data networks, with industry-leading engineering, design and manufacturing expertise.
Sales into the automotive market represented approximately 20% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ​ ● antennas ● lighting ● charging stations ​ ● passenger connectivity ● climate control ​ ● power management ● electric vehicles ​ ● safety and security systems ● engine management and control ​ ● sensing systems ● exhaust monitoring and cleaning ​ ● telematics systems ● hybrid vehicles ​ ● transmission systems ● infotainment and communications ​ ​ ​ Broadband Communications - Amphenol is a world leader in broadband communication products for cable, satellite and telecommunications-based video and data networks, with industry-leading engineering, design and manufacturing expertise.
While we consider our patents and trademarks to be valuable assets, we do not believe that our competitive position or our operations are dependent upon or would be materially impacted by the loss of any single patent or group of related patents, or by a third party’s successful enforcement of its 8 Table of Contents patents against us or any of our products.
While we consider our patents and trademarks to be valuable assets, we do not believe that our competitive position or our operations are dependent upon or would be materially impacted by the loss of any single patent or group of related patents, or by a third party’s successful enforcement of its patents against us or any of our products.
The Company aligns its businesses into three reportable business segments: (i) Harsh Environment Solutions , (ii) Communications Solutions and (iii) Interconnect and Sensor Systems . 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.
The Company aligns its businesses into three reportable business segments: (i) Harsh Environment Solutions , (ii) Communications Solutions and (iii) Interconnect and Sensor Systems . This alignment and segment structure 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.
Sales into the commercial aerospace market represented approximately 4% of the Company’s net sales in 2023, with sales into the following primary end applications: ​ ​ ​ ​ ● aircraft and airframe power distribution ● in-flight entertainment ● avionics ​ ● in-flight internet connectivity ● controls and instrumentation ​ ● lighting and control systems ● engines ​ ● wire bundling and cable management ​ Defense - Amphenol is a world leader in the design, manufacture and supply of high-performance interconnect systems for harsh environment aerospace and defense applications.
Sales into the commercial aerospace market represented approximately 6% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ​ ● aircraft and airframe power distribution ● in-flight entertainment ● avionics ​ ● in-flight internet connectivity ● controls and instrumentation ​ ● lighting and control systems ● engines ​ ● wire bundling and cable management ​ ​ ​ ​ ​ ​ ​ ​ Defense - Amphenol is a world leader in the design, manufacture and supply of high-performance interconnect systems for harsh environment aerospace and defense applications.
Sales into the mobile networks market represented approximately 4% of the Company’s net sales in 2023, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● antenna systems ● mobile switches ● base stations ​ ● radio links ● core network controllers ​ ● small cells ● distributed antenna systems (DAS) ​ ​ ​ Customers and Geographies ​ The Company manufactures and sells a broad portfolio of products on a global basis to customers in a wide variety of industries.
Sales into the mobile networks market represented approximately 3% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● antenna systems ● mobile switches ● base stations ​ ● radio links ● core network controllers ​ ● small cells ● distributed antenna systems (DAS) ​ ​ ​ Customers and Geographies ​ The Company manufactures and sells a broad portfolio of products on a global basis to customers in a wide variety of industries.
Sales into the industrial market represented approximately 25% of the Company’s net sales in 2023, with sales into the following primary end applications: ​ ​ ​ ● agriculture equipment ● marine ● alternative and traditional energy generation ​ ● medical equipment ● batteries and hybrid drive systems ​ ● oil and gas ● entertainment ​ ● power distribution ● factory and machine tool automation ​ ● public safety ● heavy equipment ​ ● rail mass transit ● instrumentation ​ ● semiconductor manufacturing equipment ● internet of things ​ ● smart manufacturing ● LED lighting ​ ● transportation ​ Information Technology and Data Communications - Amphenol is a global provider of interconnect solutions to designers, manufacturers and operators of internet-enabling systems.
Sales into the industrial market represented approximately 24% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ● agricultural equipment ● marine ● alternative and traditional energy generation ​ ● medical equipment ● batteries and hybrid drive systems ​ ● oil and gas ● entertainment ​ ● power distribution ● factory and machine tool automation ​ ● public safety ● heavy equipment ​ ● rail mass transit ● instrumentation ​ ● semiconductor manufacturing equipment ● internet of things ​ ● smart manufacturing ● LED lighting ​ ● transportation ​ Information Technology and Data Communications - Amphenol is a global provider of interconnect solutions to designers, manufacturers and operators of internet-enabling systems.
For a discussion of certain risks related to environmental matters, refer to 9 Table of Contents the risk factor titled “ The Company is subject to environmental laws and regulations that could adversely affect our business ” in Part I, Item 1A.
For a discussion of certain risks related to environmental matters, refer to the risk factor titled “ The Company is subject to environmental laws and regulations that could adversely affect our business ” in Part I, Item 1A.
Risk Factors herein. ​ Research and Development ​ The Company’s product development strategy is to rely on product design teams at each of our operating units around the world working collaboratively with customers, which often results in the Company obtaining approved vendor status for its customers’ new products and programs.
Risk Factors herein. ​ Research and Development ​ The Company’s product development strategy is to rely on product design teams at most of our business units around the world working collaboratively with customers, which often results in the Company obtaining approved vendor status for its customers’ new products and programs.
The Company estimates, based on recent reports of industry analysts, that worldwide sales of interconnect and sensor-related products were approximately $235 billion in 2023. ​ Certain predecessor businesses of the Company were founded in 1932, and the Company was incorporated under the laws of the State of Delaware in 1986.
The Company estimates, based on recent reports of industry analysts, that worldwide sales of interconnect and sensor-related products were approximately $250 billion in 2024. ​ Certain predecessor businesses of the Company were founded in 1932, and the Company was incorporated under the laws of the State of Delaware in 1986.
We seek to enhance the performance of acquired companies by leveraging Amphenol’s position with customers across our diverse end markets, our leading technologies and our access to low-cost manufacturing around the world. In 2023, the Company invested approximately $970 million to fund 10 acquisitions, while in 2022, the Company invested approximately $288 million to fund two acquisitions.
We seek to enhance the performance of acquired companies by leveraging Amphenol’s position with customers across our diverse end markets, our leading technologies and our access to low-cost manufacturing around the world. In 2024, the Company invested approximately $2.2 billion to fund two acquisitions, while in 2023, the Company invested approximately $970 million to fund 10 acquisitions.
The Company’s sales to distributors represented approximately 17% and 18% of the Company’s net sales in 2023 and 2022, respectively.
The Company’s sales to distributors represented approximately 18% and 17% of the Company’s net sales in 2024 and 2023, respectively.
No single customer accounted for 10% or more of the Company’s net sales during the years ended December 31, 2023, 2022 and 2021. ​ The Company sells its products through its own global sales force, independent representatives and a global network of electronics distributors.
No single customer accounted for 10% or more of the Company’s net sales during the years ended December 31, 2024, 2023 and 2022. 7 Table of Contents ​ The Company sells its products through its own global sales force, independent representatives and a global network of electronics distributors.
Sales into the broadband communications market represented approximately 4% of the Company’s net sales in 2023, with sales into the following primary end applications: ​ ​ ​ ● cable, satellite & telecommunications networks ● network switching equipment ● customer premises equipment ​ ● satellite interface devices ● high-speed internet hardware ​ ● set-top boxes ​ Commercial Aerospace - Amphenol is a leading provider of high-performance interconnect systems and components to the commercial aerospace market.
Sales into the broadband communications market represented approximately 3% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ● cable, satellite & telecommunications networks ● network switching equipment ● customer premises equipment ​ ● satellite interface devices ● high-speed internet hardware ​ ● set-top boxes ​ 5 Table of Contents Commercial Aerospace - Amphenol is a leading provider of high-performance interconnect systems and components to the commercial aerospace market.
Sales into the mobile devices market represented approximately 10% of the Company’s net sales in 2023, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● consumer electronics ● production-related products ● mobile and smart phones, including accessories ​ ● wearable and hearable devices ● mobile computing devices, including laptops, tablets and e-readers ​ ​ ​ 6 Table of Contents ​ Mobile Networks - Amphenol is a leading global interconnect solutions provider to the mobile networks market and offers a wide product portfolio, including antennas, connectors and interconnect systems.
Sales into the mobile devices market represented approximately 9% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● consumer electronics ● production-related products ● mobile and smart phones, including accessories ​ ● wearable and hearable devices ● mobile computing devices, including laptops, tablets and e-readers ​ ​ ​ Mobile Networks - Amphenol is a leading global interconnect solutions provider to the mobile networks market and offers a wide product portfolio, including antennas, cable, connectors and interconnect systems.
The alignment of the Company’s businesses into three divisions (representing the Company’s 4 Table of Contents reportable business segments) , each led by a segment manager reporting directly to the Chief Executive Officer, reinforces this culture and clear accountability, and enhances the scalability of the Company’s entrepreneurial organization. ​ Markets ​ The Company sells products to customers in a diversified set of end markets.
The alignment of the Company’s businesses into three divisions (representing the Company’s reportable business segments), each led by a segment manager reporting directly to the Chief Executive Officer, reinforces this culture and enables clear accountability, while enhancing the scalability of the Company’s entrepreneurial organization. ​ Markets ​ The Company sells products to customers in a diversified set of end markets.
For a discussion of certain risks related to the availability of and dependence on raw materials and components, refer to the risk factor titled “ 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 ” in Part I, Item 1A.
For a discussion of certain risks related to the availability of and dependence on raw materials and components, 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.
At the end of 2023, our research, development and engineering efforts, which relate to the creation of new and improved products and processes, were supported by approximately 4,000 of our employees and were performed primarily by individual operating units focused on specific markets and product technologies. ​ Intellectual Property ​ We own a significant portfolio of patents that principally relate to mechanical, electrical, radio frequency, optical and electronic features of connector, antenna and sensor products.
At the end of 2024, our research, development and engineering efforts, which relate to the creation of new and improved products and processes, were supported by approximately 4,600 of our employees and were performed primarily by individual business units focused on specific markets and product technologies. ​ 8 Table of Contents Intellectual Property ​ We own a significant portfolio of patents that principally relate to mechanical, electrical, radio frequency, optical and electronic features of interconnect, antenna and sensor products.
We believe this structure, with approximately 130 general managers running unique, independent businesses, creates an environment and culture where each of our general managers has a more direct link to the success of their individual businesses and a more personal connection to the employees they oversee and the communities in which they operate. ​ As of December 31, 2023, the Company had approximately 95,000 employees worldwide, of which approximately 11,000 were located in the United States.
We believe this structure, with approximately 140 general managers running unique, independent businesses, creates an environment and 10 Table of Contents culture where each of our general managers has a more direct link to the success of their individual businesses and a more personal connection to the employees they oversee and the communities in which they operate. ​ As of December 31, 2024, the Company had approximately 125,000 employees worldwide, of which approximately 12,000 were located in the United States.
Our 2022 Sustainability Report was prepared with reference to the Global Reporting Initiative (“GRI”) Standards framework and topics identified under the Sustainability Accounting Standards Board (“SASB”) standards and outlines board and executive-level oversight of climate-related risks and opportunities identified in the Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations.
Our 2023 Sustainability Report was prepared in accordance with the Global Reporting Initiative (“GRI”) Standards 11 Table of Contents framework and topics identified under the Sustainability Accounting Standards Board (“SASB”) standards and outlines board and executive-level oversight of climate-related risks and opportunities identified in the Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations.
The SASB standards and GRI and TCFD frameworks encourage companies to disclose climate-related topics that are important to certain interested stakeholders, even if not material for purposes of the U.S. securities laws. Furthermore, the materiality standards under these frameworks are different from the materiality standard under the U.S. securities laws.
The SASB standards and GRI and TCFD frameworks encourage companies to disclose climate-related topics that are important to certain interested stakeholders, even if not material for purposes of the U.S. securities laws.
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.
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.
The Sustainability Report is designed to inform and engage the Company’s broad range of stakeholders, such as employees, suppliers, customers, community members and investors, among others.
The Sustainability Report is designed to inform and engage the Company’s broad range of stakeholders, such as investors, customers, suppliers, employees and members of the communities in which we operate, among others.
Amphenol is a technology leader, participating in major programs from the earliest inception across each phase of the production cycle. 5 Table of Contents Sales into the defense market represented approximately 11% of the Company’s net sales in 2023, with sales into the following primary end applications: ​ ● airframe ​ ● naval ● avionics ​ ● ordnance and missile systems ● communications ​ ● radar systems ● engines ​ ● rotorcraft ● ground vehicles and tanks ​ ● satellite and space programs ● homeland security ​ ● unmanned aerial vehicles ​ Industrial - Amphenol is a technology leader in the design, manufacture and supply of high-performance interconnect systems, sensors and antennas for a broad range of industrial applications.
Sales into the defense market represented approximately 11% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ● airframe ​ ● naval ● avionics ​ ● ordnance and missile systems ● communications ​ ● radar systems ● engines ​ ● rotorcraft ● ground vehicles and tanks ​ ● satellite and space programs ● homeland security ​ ● unmanned aerial vehicles ​ Industrial - Amphenol is a technology leader in the design, manufacture and supply of high-performance interconnect systems, sensors and antennas for a broad range of industrial applications.
Sales into the IT datacom market represented approximately 19% of the Company’s net sales in 2023, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● cloud computing and data centers ​ ● servers ● gaming systems ​ ● storage systems ● internet appliances ​ ● transmission ● networking equipment ​ ● web service providers ​ Mobile Devices - Amphenol designs and manufactures an extensive range of interconnect products, antennas and electromechanical components found in a wide array of mobile computing devices.
Sales into the IT datacom market 6 Table of Contents represented approximately 24% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● artificial intelligence (“AI”) ​ ● servers ● cloud computing and data centers ​ ● storage systems ● gaming systems ​ ● transmission ● networking equipment ​ ● web service providers ​ Mobile Devices - Amphenol designs and manufactures an extensive range of interconnect products, antennas and electromechanical components, including hinges, found in a wide array of mobile computing devices.
Outside the U.S., we maintain compensation and other benefits competitive with local market conditions. ​ Community and Social Impact – Amphenol recognizes that we have a responsibility to be a positive influence in the communities in which we operate around the world.
Outside the U.S., we maintain compensation and other benefits competitive with local market conditions. ​ Amphenol strives to be a positive influence in the communities in which we operate around the world.
It is having the discipline to invest in programs that have a good return, maintaining a cost structure as flexible as possible to respond to changes in the marketplace, working with suppliers and vendors in a fair but prudent way to ensure a reasonable cost for materials and services and creating a mindset where managers manage the Company’s assets as if they were their own.
It is having the discipline to invest in programs that have a good return, maintaining a cost structure as flexible as possible to respond to changes in the marketplace, working with suppliers and vendors in a fair but prudent way to ensure a reasonable cost for materials and services and creating a mindset where managers manage the Company’s assets as if they were their own. ​ ● Pursue strategic acquisitions and investments - The Company believes that the industry in which it operates is highly fragmented and continues to provide significant opportunities for strategic acquisitions.
Our 2022 Sustainability Report is available on our website at https://amphenol.com/sustainability . The items discussed in our 2022 Sustainability Report have not required material capital expenditures or operating expenses, nor caused material operational challenges or risks to the Company’s business or results of operations beyond those items disclosed in Item 1A.
The items discussed in our 2023 Sustainability Report have not required material capital expenditures or operating expenses, nor caused material operational challenges or risks to the Company’s business or results of operations beyond those items disclosed in Item 1A.
Also included on the Company’s website are press releases and other information about the Company’s financial results and performance, and information regarding ESG matters, among other information. Copies of this Annual Report are also available without charge, from Amphenol Corporation, Investor Relations, 358 Hall Avenue, Wallingford, CT 06492.
Also included on the Company’s website are press releases, information about the Company’s financial results and performance, and other information about the Company’s business. Copies of this Annual Report are also available without charge, from Amphenol Corporation, Investor Relations, 358 Hall Avenue, Wallingford, CT 06492. The information on our website is not incorporated by reference in this Annual Report. ​
To better serve certain high-volume customers, the Company has established certain facilities near these major customers. The Company seeks to position its manufacturing and assembly facilities in order to serve local markets while coordinating, as appropriate, product design and manufacturing responsibility with the Company’s other operations around the world.
The Company seeks to position its manufacturing and assembly facilities in order to serve local markets while coordinating, as appropriate, product design and manufacturing responsibility with the Company’s other operations around the world.
In addition, approximately half of our facilities are also certified to environmental or occupational health and safety management systems, including ISO14001 and ISO45001. ​ 7 Table of Contents The Company’s manufacturing facilities are generally vertically integrated operations from the initial design stage through final design and manufacturing.
In addition, approximately half of our facilities are also certified to environmental or occupational health and safety management systems, including ISO14001 and ISO45001. ​ The Company’s manufacturing facilities are generally vertically integrated operations from the initial design stage through final design and manufacturing. The Company designs, manufactures and assembles its products at facilities in approximately 40 countries around the world.
The Company generally relies on local management in every business unit to foster a culture of diversity, equity and inclusion, which we believe creates a strong degree of organizational stability and a deep commitment to our people and the local community.
The Company generally relies on local management in every business unit to foster a strong culture consistent with the Company’s values and to be cognizant of local circumstances and requirements, which we believe creates a high degree of organizational stability and a deep commitment to our people and the local community.
Our 2023 Sustainability Report is expected to be released during the second quarter of 2024. ​ Human Capital Management and Our Culture ​ The Company’s success is closely tied to the capability, adaptability and accountability of our diverse, global organization. One of the key components of our business strategy is the fostering of a collaborative and entrepreneurial management culture.
Risk Factors herein. ​ Human Capital Management and Our Culture ​ The Company’s success is closely tied to the capability, adaptability and accountability of our diverse, global organization. One of the key components of our business strategy is the fostering of a collaborative and entrepreneurial management culture.
Women represented 26% of this core management team at the end of 2023. Of our total employees worldwide, approximately half are women. ​ Health, Safety and Well-being – We believe that the protection of our employees is a moral obligation. In addition, the safety and well-being of our employees is critical to the successful operation of our business.
Women represented 22% of this core management team at the end of 2024. Of our total employees worldwide, approximately half are women. ​ The safety and well-being of our employees is critical to the successful operation of our business.
Amphenol provides an unparalleled product breadth, from aerospace and defense specification connectors to customized high-speed board level interconnects; from flexible to rigid printed circuit boards; from backplane systems to completely integrated assemblies; and from sensors to sensor-based systems.
Amphenol provides an unparalleled product breadth, from aerospace and defense specification connectors to customized high-speed board level interconnects; from flexible to rigid printed circuit boards; from backplane systems to completely integrated assemblies; and from sensors to sensor-based systems. Amphenol is a technology leader, participating in major programs from the earliest inception across each phase of the production cycle.
From time to time, the Company may encounter difficulties in obtaining certain raw materials or components necessary for production due to supply chain constraints and logistical challenges, which may include regulatory restrictions. These difficulties may also negatively impact the pricing of materials and components sourced or used by the Company.
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.
The Company designs, manufactures and assembles its products at facilities in approximately 40 countries around the world. Our global coverage positions us near many of our customers’ locations and allows us to assist them in consolidating their supply base and lowering their production and logistics costs.
Our global coverage positions us near many of our customers’ locations and allows us to assist them in consolidating their supply base and lowering their production and logistics costs.
A significant portion of the Company’s business, such as sales to the communications-related markets (including wireless communications, information technology and data communications and broadband communications) and sales to distributors, generally have short lead times. Therefore, backlog may not be indicative of future demand.
It is expected that nearly all of the Company’s backlog will be filled within the next 12 months. A significant portion of the Company’s business, such as sales to the communications-related markets and sales to distributors, generally have short lead times. Therefore, backlog may not be indicative of future demand.
Risk Factors herein. ​ Backlog and Seasonality ​ The Company estimates that its backlog of unfilled firm orders as of December 31, 2023 was approximately $4.0 billion compared with backlog of approximately $4.1 billion as of December 31, 2022. Orders typically fluctuate from quarter to quarter based on customer demand and general business conditions.
Risk Factors herein. ​ 9 Table of Contents Backlog and Seasonality ​ The Company estimates that its backlog of unfilled firm orders as of December 31, 2024 was approximately $6.1 billion compared with backlog of approximately $4.0 billion as of December 31, 2023.
Risk Factors within the risk factors titled “ The 10 Table of Contents 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 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 ,” and “ Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely impact our business ”.
Risk Factors within 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 “ 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. ” Information included in our 2023 Sustainability Report and our website is not incorporated by reference in, and does not form part of, this Annual Report.
Our business spans the globe, and the employees in our facilities reflect the diversity of the communities in which we operate. At Amphenol, we promote and maintain a culture of respect and appreciation of differences in our employees.
At Amphenol, we promote and maintain a culture of respect and appreciation of differences in our employees.
At each of its regularly scheduled quarterly meetings, the Board reviews changes in key personnel and, at least once a year, meets with management to discuss various human resources related topics, including talent development, succession planning, diversity, equity and inclusion initiatives, compensation and culture.
This oversight is conducted both directly and through certain of the Board’s committees. At each of its regularly scheduled quarterly meetings, the Board reviews changes in key personnel and, at least once a year, meets with management to discuss various human resources related topics.
The Company believes that it has a good relationship with both its unionized and non-unionized employees. ​ Governance and Culture – Our Board of Directors (the “Board”) is actively involved in overseeing the Company’s employee-related strategies and practices as well as the Company’s culture and ESG initiatives. This oversight is conducted both directly and through certain of the Board’s committees.
Less than 10% of Amphenol’s U.S. workforce is represented by an independent trade union or covered by collective bargaining. The Company believes that it has a good relationship with both its unionized and non-unionized employees. ​ Our Board of Directors (the “Board”) is actively involved in overseeing the Company’s employee-related strategies and practices as well as the Company’s culture.
We believe the Company’s culture has been a critical component of the Company’s success and reinforcing that culture is a key responsibility of our executive management. ​ Diversity, Equity and Inclusion – Amphenol is committed to workplace diversity and fostering a culture of equity, inclusion and belonging across our organization.
We believe the Company’s culture has been a critical component of the Company’s success and reinforcing that culture is a key responsibility of our executive management. ​ Our business spans the globe, and the employees in our facilities reflect the diversity of the communities in which we operate.
Our acquisitions in 2023 and 2022 have strengthened our customer base and product offerings in many of our end markets and have brought a number of high-performing new management teams into the Company. ​ ● Foster collaborative, entrepreneurial management - Amphenol’s management system is designed to provide clear income statement and balance sheet responsibility in a flat organizational structure.
Our acquisitions in 2024 and 2023 have strengthened our customer base and product offerings in many of our end markets and have brought new high-performing management teams into the Company.
This strategy has been, and continues to be, critical to the Company’s ability to mitigate supply chain constraints, such as those experienced in recent years, and the higher inflationary environment, which began in 2022 and persisted into 2023. The Company sources its products on a worldwide basis.
This strategy has been, and continues to be, critical to the Company’s ability to mitigate any potential supply chain constraints. The Company sources materials and components for its products on a worldwide basis. To better serve certain high-volume customers, the Company has established facilities near these major customers.
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This mindset was particularly important in recent years, as supply chain challenges arose, followed by inflationary pressures and logistical challenges that persisted into 2023. ​ ● Pursue strategic acquisitions and investments - The Company believes that the industry in which it operates is highly fragmented and continues to provide significant opportunities for strategic acquisitions.
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In particular, the acquisition in May 2024 of Carlisle Interconnect Technologies (“CIT”), a leading global supplier of harsh environment interconnect solutions, primarily to the commercial aerospace, defense and industrial end markets, with a wide range of products, including wire and cable, cable assemblies, contacts, connectors and sensors, represents one of the largest acquisitions in the Company’s history.
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Unfilled orders may generally be cancelled prior to shipment of goods. It is expected that nearly all of the Company’s backlog will be filled within the next 12 months.
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Management believes that CIT’s wide range of products are highly complementary to Amphenol’s existing interconnect and sensor solutions. ​ 4 Table of Contents ● Foster collaborative, entrepreneurial management - Amphenol’s management system is designed to provide clear income statement and balance sheet responsibility in a flat organizational structure.
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Risk Factors herein. ​ Environmental, Social and Corporate Governance ​ We have a shared commitment to create innovative products and enable technologies that improve the lives of people around the world, to support the well-being of our employees and communities and to sustain the health of our planet.
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These difficulties may also negatively impact the pricing of materials and components sourced or used by the Company.
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Information included in our 2022 Sustainability Report and our website is not incorporated by reference in, and does not form part of, this Annual Report.
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The increase in the Company’s backlog was primarily related to strong demand for the Company’s products that support AI applications, as well as contributions from the Company’s acquisition program. Orders typically fluctuate from quarter to quarter based on customer demand and general business conditions. Unfilled orders may generally be cancelled prior to shipment of goods.
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Less than 10% of Amphenol’s U.S. workforce is represented by an independent trade union or covered by collective bargaining.
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Furthermore, the materiality standards under these frameworks and other regimes we may consider are different from, and often more expansive than, the materiality standard under the U.S. securities laws. Our 2023 Sustainability Report is available on our website at https://amphenol.com/sustainability .
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Our local teams are actively supporting their communities in a variety of ways including: school supply drives, local blood drives, mentoring of at-risk students, community clean-up events, local tree planting, holiday-giving events and food delivery services. ​ Available Information ​ The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including Amphenol, that file with the SEC.
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Our 2024 Sustainability Report is expected to be released during the second quarter of 2025. ​ Available Information ​ The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including Amphenol, that file with the SEC.
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The information on our website is not incorporated by reference in this Annual Report. ​

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

62 edited+12 added−17 removed60 unchanged
Biggest changeUnfavorable 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.
Biggest changeThese 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 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.
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.
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.
In such case, the trading price of the Company’s Common Stock and debt securities could decline and investors may lose all or part of their investment. ​ RISKS RELATED TO OUR GLOBAL OPERATIONS ​ The Company is exposed to political, economic, military and other risks related to operating in countries outside the United States, and changes in general economic conditions, geopolitical conditions, U.S. trade policies and other factors beyond the Company’s control may adversely impact its business and operating results. ​ The Company’s operations and performance depend significantly on global, regional and U.S. economic and geopolitical conditions.
In such case, the trading price of the Company’s Common Stock and debt securities could decline and investors may lose all or part of their investment. ​ RISKS RELATED TO OUR GLOBAL OPERATIONS ​ The Company is exposed to political, economic, military and other risks related to operating in countries outside the United States, and changes in general economic conditions, geopolitical conditions, U.S. and other countries’ trade policies and other factors beyond the Company’s control may adversely impact its business and operating results. ​ The Company’s operations and performance depend significantly on global, regional and U.S. economic and geopolitical conditions.
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.
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.
For example, we have manufacturing facilities in certain jurisdictions that are authorized to operate under preferential duty and/or tariff programs that provide for reduced tariffs and/or eased import and export regulations and are subject to compliance with the terms of such programs, which have become stricter.
We have manufacturing facilities in certain jurisdictions that are authorized to operate under preferential duty and/or tariff programs that provide for reduced tariffs and/or eased import and export regulations and are subject to compliance with the terms of such programs, which have become stricter.
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.
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.
Federal Reserve or other international central banking systems, foreign currency fluctuations, significant income tax changes and inflationary pressures; ● intergovernmental and other conflicts or actions, including, but not limited to, armed conflict, such as the ongoing military conflicts between Ukraine and Russia as well as Israel and Hamas, trade wars, cyberattacks and acts of terrorism or war; ● employment regulations and local labor conditions, including increases in employment costs, particularly in low-cost regions in which the Company currently operates; ● industrial policies in various countries that favor domestic industries over multinationals or that restrict foreign companies altogether; ● difficulties protecting intellectual property; ● longer payment cycles; ● changes in exchange control regulations, including any government actions that prohibit, limit or increase the cost of paying a dividend or otherwise moving cash between the Company’s subsidiaries located in different countries; ● credit risks and other challenges in collecting accounts receivable; and ● changes in assumptions, such as discount rates, along with lower than expected investment returns and performance related to the Company’s benefit plans. ​ We may be negatively impacted by adverse public health developments, including epidemics and pandemics. ​ 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.
Federal Reserve or other international central banking systems, foreign currency fluctuations, significant income tax changes and inflationary pressures; ● intergovernmental and other conflicts or actions, including, but not limited to, armed conflict, such as the ongoing military conflicts between Ukraine and Russia, as well as between Israel and its adversaries in the Middle East, trade wars, cyberattacks and acts of terrorism or war; ● employment regulations and local labor conditions, including increases in employment costs, particularly in low-cost regions in which the Company currently operates; ● industrial policies in various countries that favor domestic industries over multinationals or that restrict foreign companies altogether; ● difficulties protecting intellectual property; ● longer payment cycles; ● changes in exchange control regulations, including any government actions that prohibit, limit or increase the cost of paying a dividend or otherwise moving cash between the Company’s subsidiaries located in different countries; ● credit risks and other challenges in collecting accounts receivable; and ● changes in assumptions, such as discount rates, along with lower than expected investment returns and performance related to the Company’s benefit plans. ​ We may be negatively impacted by adverse public health developments, including epidemics and pandemics. ​ 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
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.
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 The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as Pillar Two, provides guidance for a global minimum tax.
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 Table of Contents ability to deliver products to our customers.
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.
This increased focus has led to international treaties and agreements and legislative and regulatory efforts.
This increased focus has led to certain international treaties and agreements and legislative and regulatory efforts.
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 difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components is increasing. ​ 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.
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.
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 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.
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.
As a result of these dynamics, we cannot predict the 12 Table of Contents impact to our business of any future changes to the U.S.’s or other countries’ trading relationships or the impact of new laws or regulations adopted by the U.S. or other countries. ​ In addition to the risks noted above, a number of other legal, economic and geopolitical factors both in the United States and abroad could have a material adverse effect on the Company’s business, operations, financial condition, liquidity and/or results of operations, such as: ​ ● a global or regional economic slowdown or recession in any of the Company’s end markets (or a prolonging or intensification of such a slowdown or recession), which could negatively affect the financial condition of our customers and result in reduced demand; ● postponement of customer spending, in response to tighter credit, inflationary pressures, financial market volatility and other global economic factors; ● effects of significant changes in economic, monetary and/or fiscal policies in the United States and/or abroad, including interest rate changes by the U.S.
As a result of these dynamics, we cannot predict the impact to our business of any future changes to the U.S.’s or other countries’ trading relationships or the impact of new laws or regulations adopted by the U.S. or other countries. ​ In addition to the risks noted above, a number of other legal, economic and geopolitical factors could have a material adverse effect on the Company’s business, operations, financial condition, liquidity and/or results of operations, such as: ​ ● a global or regional economic slowdown or recession in any of the Company’s end markets (or a prolonging or intensification of such a slowdown or recession), which could negatively affect the financial condition of our customers and result in reduced demand; ● postponement of customer spending, in response to tighter credit, inflationary pressures, financial market volatility and other global economic factors; ● effects of significant changes in economic, monetary and/or fiscal policies, including interest rate changes by the U.S.
Failure to comply with the terms of such programs could increase our manufacturing costs and adversely affect our business, operating results and financial condition. Additionally, it is possible that U.S. policy changes and uncertainty about such changes could increase market volatility and currency exchange rate fluctuations.
Failure to comply with the terms of such programs could increase our manufacturing costs and adversely affect our business, operating results and financial condition. Additionally, it is possible that government policy changes and uncertainty about such changes could increase market volatility and currency exchange rate fluctuations.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Th e 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.
Th e 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.
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.
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.
In addition to government requirements, our customers are also increasingly imposing climate-related requirements on their suppliers, including us.
In addition to government requirements, certain of our customers are also imposing climate-related requirements on their suppliers, including us.
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
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.
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.
The Company’s customers are located throughout the world, and the Company has many manufacturing, administrative and sales facilities outside the United States. ​ During the last few years there have also been significant changes to U.S. trade policies, sanctions, legislation, treaties and tariffs, including, but not limited to, trade policies and tariffs affecting China.
The Company’s customers are located throughout the world, and the Company has many manufacturing, administrative and sales facilities outside the United States. ​ During the last few years, there have also been significant changes to U.S. and other countries’ trade policies, export control laws, sanctions, legislation, treaties and tariffs, including, but not limited to, U.S. trade policies and tariffs affecting China and certain of the other countries in which we operate.
During 2023, non-U.S. markets constituted approximately 65% of the Company’s net sales, with China constituting approximately 23% of the Company’s net sales. The Company employs nearly 90% of its workforce outside the United States.
During 2024, non-U.S. markets constituted approximately 65% of the Company’s net sales, with China constituting approximately 22% of the Company’s net sales. The Company employs nearly 90% of its 12 Table of Contents workforce outside the United States.
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.
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.
These matters could also damage our reputation, harm our relationships with customers or negatively affect product demand. ​ While the Company does maintain certain insurance coverages that may mitigate losses associated with some of these types of claims and proceedings, the policies may not apply and, where insurance exists, the amount of insurance coverage may not be adequate to cover the total claims and liabilities.
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 addition, in certain cases, in order to conduct business, we outsource to 14 Table of Contents third-party business partners. Those partners may also be subject to data intrusion or a cyberattack.
In addition, in certain cases, we outsource to third-party business partners. Those partners may also be subject to data intrusion or a cyberattack.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
These changes have, in certain cases, increased our costs of doing business. The imposition of additional tariffs or other trade barriers could increase our costs in certain markets and may cause our customers to find alternative sourcing or could make it more difficult for us to sell our products in some markets.
The imposition of additional tariffs or other trade barriers could increase our costs in certain markets and may cause our customers to find alternative sourcing or could make it more difficult for us to sell our products in some markets or to some customers, which may result in declines in our sales and operating income.
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.
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.
However, the Company borrowed under the U.S. 17 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.
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.
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. ​ Any future changes in tax laws, regulations, accounting standards for income taxes and/or other tax guidance, including related interpretations associated with the IRA or otherwise, 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. ​ 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.
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.
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.
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 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.
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 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.
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.
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.
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.
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.
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 countries have enacted or are expected to enact legislation on a similar timeline.
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.
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.
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.
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.
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.
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.
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.
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.
This was particularly evident during the COVID-19 pandemic, which resulted in disruptions to our offices 13 Table of Contents and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.
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.
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.
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.
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 tests. A breach of any of these covenants could result in a default under the Revolving Credit Facility.
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.
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.
Removed
Other countries where we operate or sell our products have changed, and may continue to change, their own policies on trade as well as business and foreign investment in their respective countries.
Added
These changes have, in certain cases, increased our costs of doing business. There is significant uncertainty about the future of trade relationships around the world, including potential changes to trade laws and regulations, trade policies, and tariffs.
Removed
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.
Added
For example, effective February 4, 2025, the U.S. government implemented an additional 10% tariff on goods being imported from China and, in response, the Chinese government implemented a 15% tariff on certain goods being imported into China from the U.S.
Removed
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.
Added
The U.S. has also announced additional 25% tariffs for goods imported into the U.S. from Mexico and Canada beginning in March 2025.
Removed
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.
Added
We cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations, what products may be subject to such actions (including subject to U.S. export control restrictions), or what actions may be taken by the other countries in retaliation.
Removed
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.
Added
In the past, prices for these and certain other basic materials have experienced significant volatility.
Removed
Approximately 37% of the Company’s 2023 net sales came from sales to the communications industry.
Added
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.
Removed
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.
Added
Climate change may exacerbate certain such events and may also contribute to other changes that could also adversely impact our operations.
Removed
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.
Added
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.
Removed
Accordingly, the Company’s sales are affected by changes in the defense budgets of the U.S. and 16 Table of Contents foreign governments, which are subject to political and budgetary fluctuations and constraints.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis 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.
Biggest changeThis 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.
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 means that if any business unit’s systems are compromised, there is less risk that another business unit will be impacted by that event.
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.
Risk Factors herein. ​ 22 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.
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 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 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.
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.
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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe 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.
Biggest changeThe 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.
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.
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.
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.
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe 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
Biggest changeAs 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 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] ​ ​ 26 Table of Contents
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.
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.
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”).
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”).
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.
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.
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.
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.
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”.
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.
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.
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.
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 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.
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 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.
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.
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.
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.
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.
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The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance.
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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.
Added
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.
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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.
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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.
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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”).
Added
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.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFinancial Statements and Supplementary Data ​ 48 ​ ​ Report of Independent Registered Public Accounting Firm ​ 48 ​ ​ Consolidated Statements of Income ​ 50 ​ ​ Consolidated Statements of Comprehensive Income ​ 51 ​ ​ Consolidated Balance Sheets ​ 52 ​ ​ Consolidated Statements of Changes in Equity ​ 53 ​ ​ Consolidated Statements of Cash Flow ​ 54 ​ ​ Notes to Consolidated Financial Statements ​ 55 ​
Biggest changeFinancial Statements and Supplementary Data ​ 50 ​ ​ Report of Independent Registered Public Accounting Firm ​ 50 ​ ​ Consolidated Statements of Income ​ 52 ​ ​ Consolidated Statements of Comprehensive Income ​ 53 ​ ​ Consolidated Balance Sheets ​ 54 ​ ​ Consolidated Statements of Changes in Equity ​ 55 ​ ​ Consolidated Statements of Cash Flow ​ 56 ​ ​ Notes to Consolidated Financial Statements ​ 57 ​
Item 6. [Reserved] ​ 25 ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 26 ​ Item 7A. Quantitative and Qualitative Disclosures About Market Risk ​ 46 ​ Item 8.
Item 6. [Reserved] ​ 26 ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 27 ​ Item 7A. Quantitative and Qualitative Disclosures About Market Risk ​ 48 ​ Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe Company reviews its optimal mix of short-term and long-term debt regularly and may replace certain amounts of Commercial Paper, short-term debt and current maturities of long-term debt with new issuances of long-term debt in the future. ​ As of December 31, 2023, the Company has outstanding senior notes (the “Senior Notes”) as follows: ​ ​ ​ ​ ​ ​ ​ Principal Interest ​ Amount Rate ​ Maturity $ 350.0 3.20 % April 2024 ​ 400.0 2.050 % March 2025 ​ 350.0 ​ 4.750 % March 2026 ​ 500.0 4.350 % June 2029 ​ 900.0 2.80 % February 2030 ​ 750.0 ​ 2.200 % September 2031 ​ ​ ​ ​ ​ ​ € 500.0 ​ 0.750 % May 2026 (Euro Notes) ​ 500.0 2.00 % October 2028 (Euro Notes) ​ On March 30, 2023, the Company issued the 2026 Senior Notes.
Biggest changeThe Company reviews its optimal mix of short-term and long-term debt regularly and may replace certain amounts of Commercial Paper, short-term debt and current maturities of long-term debt with new issuances of long-term debt in the future. ​ As of December 31, 2024, the Company has outstanding senior notes (the “Senior Notes”) as follows: ​ ​ ​ ​ ​ ​ ​ Principal Interest ​ Amount Rate ​ Maturity $ 400.0 2.050 % March 2025 ​ 350.0 ​ 4.750 % March 2026 ​ 700.0 ​ 5.050 % April 2027 ​ 450.0 ​ 5.050 % April 2029 ​ 500.0 4.350 % June 2029 ​ 900.0 2.800 % February 2030 ​ 750.0 ​ 2.200 % September 2031 ​ 600.0 ​ 5.250 % April 2034 ​ 750.0 ​ 5.000 % January 2035 ​ 500.0 ​ 5.375 % November 2054 ​ ​ ​ ​ ​ ​ € 500.0 ​ 0.750 % May 2026 (Euro Notes) ​ 500.0 2.00 % October 2028 (Euro Notes) ​ On April 1, 2024, the Company used cash on hand to repay the $350.0 aggregate principal amount of unsecured 3.20% Senior Notes due April 1, 2024 upon maturity. ​ On April 5, 2024, the Company issued three series of unsecured senior notes (collectively, the “April Senior Notes”): (i) $450.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2027 (the “Original 2027 Senior Notes”), (ii) $450.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2029 (the “2029 Senior Notes”) and (iii) $600.0 aggregate principal amount of unsecured 5.250% Senior Notes due April 5, 2034 (the “2034 Senior Notes”).
(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.
(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.
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.
(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.
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.
(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.
(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.
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.
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.
Commercial Paper Program, (ii) repurchases of the Company’s Common Stock of $585.1, (iii) dividend payments of $500.6, (iv) distributions to and purchases of noncontrolling interests of $24.0, (v) other debt repayments of $15.7, (vi) payments of $2.3 related to debt financing costs associated with the Company’s $350.0 principal amount of unsecured 4.750% Senior Notes due March 30, 2026 (the “2026 Senior Notes”), and (vii) payment of $1.5 associated with the deferred purchase price related to an acquisition, partially offset by (a) cash proceeds of $394.5 from the exercise of stock options and (b) net cash proceeds from borrowings of $354.9, primarily related to the issuance of the 2026 Senior Notes.
Commercial Paper Program, (ii) repurchases of the Company’s Common Stock of $585.1, (iii) dividend payments of $500.6, (iv) distributions to and purchases of noncontrolling interests of $24.0, (v) other debt repayments of $15.7, (vi) payments of $2.3 related to debt financing costs associated with the Company’s $350.0 aggregate principal amount of unsecured 4.750% Senior Notes due March 30, 2026 (the “2026 Senior Notes”), and (vii) payment of $1.5 associated with the deferred purchase price related to an acquisition, partially offset by (a) cash proceeds of $394.5 from the exercise of stock options and (b) net cash proceeds from borrowings of $354.9, primarily related to the issuance of the 2026 Senior Notes.
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.
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.
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 period(s) and/or prior comparable year period(s) presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis.
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. ​ ​ 44 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 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 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.
The Euro Issuer has €500.0 (approximately $545.4 at date of issuance) principal amount of unsecured 0.750% Senior Notes due May 4, 2026 (the “2026 Euro Notes”), the net proceeds of which were used to repay amounts outstanding under the then existing revolving credit facility.
The Euro Issuer has €500.0 (approximately $545.4 at date of issuance) aggregate principal amount of unsecured 0.750% Senior Notes due May 4, 2026 (the “2026 Euro Notes”), the net proceeds of which were used to repay amounts outstanding under the then existing revolving credit facility.
In addition, the Euro Issuer also has €500.0 (approximately $574.6 at date of issuance) principal amount of unsecured 2.000% Senior Notes due October 8, 2028 (the “2028 Euro Notes”, together with the 2026 Euro Notes, the “Euro Notes”, and the Euro Notes, together with the U.S.
In addition, the Euro Issuer also has €500.0 (approximately $574.6 at date of issuance) aggregate principal amount of unsecured 2.000% Senior Notes due October 8, 2028 (the “2028 Euro Notes”, together with the 2026 Euro Notes, the “Euro Notes”, and the Euro Notes, together with the U.S.
The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Company’s Revolving Credit Facility are available to repay Commercial Paper, if necessary.
The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Revolving Credit Facility are available to repay Commercial Paper, if necessary.
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 2023, the Company’s net income 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.
Plans”), which cover certain U.S. employees and which represent the majority of the plan assets and benefit obligations of the aggregate defined benefit plans of the Company. The U.S. Plans’ benefits are generally based on years of service and compensation and are generally noncontributory. The majority of U.S. employees are not covered by the U.S.
Pension Plans”), which cover certain U.S. employees and which represent the majority of the plan assets and benefit obligations of the aggregate defined benefit plans of the Company. The U.S. Pension Plans’ benefits are generally based on years of service and compensation and are generally noncontributory. The majority of U.S. employees are not covered by the U.S.
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.
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.
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”).
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”).
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 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.
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.
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.
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.
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.
Adjusted Diluted EPS is calculated as Adjusted Net Income from continuing operations 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 from continuing operations 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 from continuing operations attributable to Amphenol Corporation is defined as Net income from continuing operations 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.
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.
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.
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.
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.
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.
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 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 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.
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 from continuing operations (“Operating Cash Flow” - as reported in accordance with U.S.
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.
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 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.
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 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. ​ 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.
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.
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.
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.
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.
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.
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 $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.
Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States.
Commercial Paper Program, the 40 Table of Contents “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States.
The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time, subject to certain terms and conditions. ​ The Euro Issuer has two outstanding unsecured senior notes issued in Europe.
Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time, subject to certain terms and conditions. ​ The Euro Issuer has two outstanding unsecured senior notes issued in Europe.
In 2022, net cash used in investing activities from continuing operations was primarily driven by capital expenditures (net of disposals) of $378.2, the use of $288.2 to fund acquisitions, net purchases of long-term investments of $56.0, and net purchases of short-term investments of $25.2.
In 2022, net cash used in investing activities was primarily driven by capital expenditures (net of disposals) of $378.2, the use of $288.2 to fund acquisitions, net purchases of long-term investments of $56.0, and net purchases of short-term investments of $25.2.
In 2022, net cash used in financing activities from continuing operations was primarily driven by (i) repurchases of the Company’s Common Stock of $730.5, (ii) dividend payments of $477.4, (iii) net repayments of $159.3, primarily under the U.S.
In 2022, net cash used in financing activities was primarily driven by (i) repurchases of the Company’s Common Stock of $730.5, (ii) dividend payments of $477.4, (iii) net repayments of $159.3, primarily under the U.S.
Non-GAAP financial measures related to operating income, operating margin, net income from continuing operations attributable to Amphenol Corporation, effective tax rate and diluted EPS from continuing operations exclude income and expenses that are not directly related to the Company’s operating performance during the years presented.
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.
In 2023, net cash used in investing activities from continuing operations was primarily driven by the use of $970.4 to fund acquisitions, capital expenditures (net of disposals) of $368.8, and net purchases of short-term investments of $59.4.
In 2023, net cash used in investing activities was primarily driven by the use of $970.4 to fund acquisitions, capital expenditures (net of disposals) of $368.8, and net purchases of short-term investments of $59.4.
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. ​ 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.
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 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 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.
The increase in Selling, general and administrative expenses as a percentage of net sales 34 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.
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 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 associated tax payments are due as the repatriations are made. The Company intends to indefinitely reinvest the remaining pre-2023 foreign earnings.
The associated tax payments are due as the repatriations are made. The Company intends to indefinitely reinvest the remaining pre-2024 foreign earnings.
In 2023, net cash used in financing activities from continuing operations was primarily driven by (i) net repayments of $632.6 related to the Company’s commercial paper programs, primarily the U.S.
In 2023, net cash used in financing activities was primarily driven by (i) net repayments of $632.6 related to the Company’s commercial paper programs, primarily the U.S.
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.
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.
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.
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.
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 Overnight Financing Rate (“SOFR”).
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 Financing Rate (“SOFR”).
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.
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.
The Euro Notes are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on each series of Euro Notes is payable annually.
The Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on each series of Euro Notes is payable annually.
On December 31, 2023, the Company was in compliance with all requirements under its Senior Notes.
On December 31, 2024, the Company was in compliance with all requirements under its Senior Notes.
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.
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.
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.
Provision for income taxes in 2022 included (i) excess tax benefits of $56.0 from stock option exercises, and (ii) the tax effects related to acquisition-related expenses during the year. These items incurred in 2023 and 2022 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below.
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.
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 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. ​ In April 2018, the Board authorized a stock repurchase program under which the Company could purchase up to $2,000.0 of Common Stock during the three-year period ending April 24, 2021 (the “2018 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. ​ In April 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $2,000.0 of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”).
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.
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.
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 difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components is increasing ” in Part I, Item 1A.
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.
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 Company’s intention 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 Company’s intention to permanently reinvest such earnings outside the United States.
On December 31, 2023, the Company was in compliance with the financial covenants under the Revolving Credit Facility. ​ On April 19, 2022, the Company entered into a two-year, $750.0 unsecured delayed draw term loan credit agreement (the “Term Loan”), which is scheduled to mature on April 19, 2024.
On December 31, 2024, the Company was in compliance with the financial covenants under the Revolving Credit Facility. ​ On April 19, 2022, the Company entered into a two-year, $750.0 unsecured delayed draw term loan credit agreement (the “Term Loan”).
In 2023, approximately 65% of the Company’s sales were outside the United States.
In 2024, approximately 65% of the Company’s sales were outside the United States.
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.
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 ​ 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.
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.
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.
Commercial Paper Program, (iv) other debt repayments of $55.2, primarily related to short-term debt, and (v) distributions to and purchases of noncontrolling interests of $9.9, partially offset by (a) cash proceeds of $185.3 from the exercise of stock options and (b) proceeds of $50.7 primarily related to short-term borrowings.
Commercial Paper Program, (iv) other debt repayments of $55.2, primarily related to short-term debt, and (v) distributions to and purchases of noncontrolling interests of $9.9, partially offset by (a) cash proceeds of $185.3 from the exercise of stock options and (b) proceeds of $50.7 primarily related to short-term borrowings. ​ The Company has significant flexibility to meet its financial commitments.
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 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.
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 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 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.
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.
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 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.
In conjunction with the Revolving Credit Facility, as of December 31, 2023, the authorization from the Company’s Board of Directors (the “Board”) limits the maximum principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $2,500.0 in the aggregate .
In conjunction with the Revolving Credit Facility, as of December 31, 2024, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $3,000.0 .
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.
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.
Commercial Paper Program. ​ All of the Company’s outstanding senior notes in the United States (the “ U.S. Senior Notes”) are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness. Interest on each series of U.S. Senior Notes is payable semiannually.
Commercial Paper Program. ​ All of the Company’s outstanding senior notes in the United States (the “ U.S. Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes. Interest on each series of U.S.
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 24.5% and 24.3% for 2022 and 2021, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results.
Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 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.
The total liability for accrued pension and postretirement benefit obligations associated with the Company’s pension and postretirement benefit plans decreased in 2023 to $106.0 from $111.1 in 2022, primarily driven by actual positive returns on plan assets in 2023, partially offset by interest cost and the modest effect of the lower discount rates in 2023 on our projected benefit obligations.
The total liability for accrued pension and postretirement benefit obligations associated with the Company’s pension and postretirement benefit plans decreased in 2024 to $89.2 from $106.0 in 2023, primarily driven by the effect of higher discount rates in 2024 on our projected benefit obligations along with actual positive returns on plan assets in 2024, partially offset by interest cost.
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.
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.
Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt. ​ On April 27, 2021, the Board authorized a stock repurchase program under which the Company may purchase up to $2,000.0 of the Company’s Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”).
Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt. ​ On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $2,000.0 of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”).
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.
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.
(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.
(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.
GAAP financial measures for the years ended December 31, 2023, 2022 and 2021 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 from continuing operations (as reported in accordance with U.S.
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.
The Company did not make any voluntary contributions to its U.S. Plans in 2023 and 2022.
Pension Plans for 2025. The Company did not make any voluntary contributions to its U.S. Pension Plans in 2024 and 2023.
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.
The acquisition-related expenses in 2023 and 2022 had the effect of decreasing net income by $30.2, or $0.02 per share, and $18.4, or $0.01 per share, respectively. Acquisition-related expenses in 2023 and 2022 were presented separately in the Consolidated Statements of Income.
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.
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.
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 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 repatriate, and intends to indefinitely reinvest the remaining 2024 foreign earnings.
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.
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.
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 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.
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 $1,870.4 and $1.51, respectively, for 2023, compared to $1,864.7 and $1.50, respectively, for 2022. ​ 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.
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.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+5 added−6 removed8 unchanged
Biggest changeTo 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.
Biggest changeAs 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.
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.
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, 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.
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 46 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.
The Company does 48 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.
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.
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.
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
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
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.
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.
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.
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.
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 Pro gram. However , the Company borrowed under the U.S.
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. ​ 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”).
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”).
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
Commercial Paper Program and Euro Commercial Paper Pro gram. However , the Company borrowed under the U.S.
Removed
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 outstan ding 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.
Added
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.
Removed
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.
Added
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.
Removed
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.

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