10-K 0001104659-26-013549 (2026-02-11) vs 10-K 0001558370-25-000714 (2025-02-07)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 8,417 |
20.8% |
| MD&A | Item 7 | 14,776 |
27.5% |
| Legal Proceedings | Item 3, via Note 14 – Commitments and Contingencies | 224 |
11.2% |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies | 6,672 |
12.6% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 350 words changed in this paragraph; it is 60% similar to last year's version.
Net sales were $23,094.7 for the year ended December 31, 2025 compared to $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, 2024, representing an increase of 21% 52% in both U.S. dollars dollars, 51% in constant currencies and constant currencies, as well as 13% 38% organically (excluding both currency and acquisition impacts), impacts; unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes), compared to the prior year. The increase in net sales in 2024 2025 was driven by strong robust organic growth in the Communications Solutions segment and moderate strong organic growth in the Harsh Environment Solutions segment and Interconnect and Sensor Systems segment and Harsh Environment Solutions segment, along with contributions from the Company’s acquisition program, all as described below. From an end market standpoint, the increase in net sales was driven by strong robust organic growth in the information technology and data communications (“IT datacom”), mobile devices, datacom”) market, strong organic growth in the defense, industrial, communications networks and commercial aerospace and defense markets and moderate organic growth in the automotive and mobile networks devices markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and broadband communications markets. program. Net sales to the IT datacom market increased approximately $1,334.2, $4,593.7, as we experienced strong robust growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation artificial intelligence-related AI-related applications, along with growth in servers, networking equipment, servers, cloud storage, storage and consumer electronics. peripherals. Net sales to the communications networks market increased approximately $1,374.3, driven primarily by contributions from acquisitions, in particular the acquisition of Andrew (as defined and discussed below within this Item 7 and in Note 11 of the accompanying Notes to Consolidated Financial Statements herein), along with organic growth in demand from mobile network operators and wireless equipment manufacturers. Net sales to the industrial market increased approximately $452.1, $770.0, primarily driven by contributions from acquisitions, along with growth in mass transit, battery and electric heavy vehicles, alternative energy, instrumentation and medical applications, which were partially offset instrumentation, alternative energy and other industrial equipment. Net sales to the defense market increased approximately $499.2, driven by moderations in factory broad-based strength across virtually all defense applications, particularly related to communications, ground vehicles, space, missiles and building automation, transportation, oil and gas, marine and heavy equipment applications. naval, as well as contributions from acquisitions. Net sales to the commercial aerospace market increased approximately $382.9, $322.2, primarily due to contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms. Net sales to the defense market increased approximately $214.0, driven by broad-based strength across nearly all defense applications, particularly space-related, avionics, communications, airframe, and ground vehicle applications, as well as contributions from acquisitions. Net sales to the automotive market increased approximately $168.3, $248.3, reflecting strength in demand from power management, infotainment communications, safety and security systems and antenna and related assemblies, along with contributions from acquisitions, partially offset by moderations in both electric and hybrid drive train platforms. platforms, antenna and related assemblies, and infotainment communications. Net sales to the mobile devices market increased approximately $131.5, $64.3, driven by growth in sales in most mobile device applications, including smartphones, laptops, handsets, wearable devices, laptops and wearable and hearable devices, partially offset by a moderation in tablets. Net sales to the mobile networks market increased approximately $50.2, driven primarily by contributions from acquisitions, along with growth in demand from mobile network operators and wireless equipment manufacturers. Net sales to the broadband communications market decreased approximately $65.2, driven by moderations in demand from broadband service operators.
Source: Item 7, 10-K 0001104659-26-013549 vs Item 7, 10-K 0001558370-25-000714
Risk Factors 277 words changed in this paragraph; it is 47% similar to last year's version.
The third amended and restated credit agreement governs our $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S. Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”, and together with the U.S. Commercial Paper Program, “Commercial Paper Programs”). The Revolving Credit Facility contains financial and other covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit on priority indebtedness and limits on incurrence of liens. The Company also has similar financial and other covenants associated with its three-year unsecured delayed draw term loan credit agreement (the “Three-Year Delayed Draw Term Loan”) and 364-day unsecured delayed draw term loan credit agreement (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans”), each of which was entered into in August 2025. The ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those tests. A breach of any of these covenants could result in a default under the Revolving Credit Facility. Facility or the Delayed Draw Term Loans, as applicable. Upon the occurrence of an event of default under the Revolving Credit Facility, Facility or the Delayed Draw Term Loans, the applicable lenders could terminate all applicable commitments to extend further credit thereunder (if any) 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 Facility, the Delayed Draw Term Loans and such other debt instruments. As of December 31, 2024, 2025, the Company had no borrowings outstanding under the Revolving Credit Facility, U.S. the Delayed Draw Term Loans, or the Commercial Paper Program and Euro Commercial Paper Program. Programs. However, the Company borrowed $1,534.1 million under each of the Delayed Draw Term Loans in January 2026 to fund a portion of the consideration for the CommScope acquisition. In addition, the Company borrowed under the U.S. Commercial Paper Program throughout much of 2024, 2025, and the Company may make additional borrowings under any of its debt instruments the Revolving Credit Facility and the Commercial Paper Programs from time to time. time in 2026 and beyond.
Source: Item 1A, 10-K 0001104659-26-013549 vs Item 1A, 10-K 0001558370-25-000714
Accounting Policies 210 words changed in this paragraph; it is 63% similar to last year's version.
Annually, the Company performs its goodwill impairment assessment on its three reporting units. In the third quarter of 2024 2025, as part of its annual evaluations, the Company performed a quantitative goodwill impairment assessment for each reporting unit. As part of the quantitative assessment, the Company estimated the fair value of each of its reporting units using an equal weighting of the market and 2023, income approaches, which the Company believes provide the best indicators of their fair value. The market approach utilizes market prices and other relevant metrics for comparable publicly-traded companies with similar operating and investment characteristics, as well as recent transactions of similar businesses within the industry, while the income approach is based on estimate discounted future cash flows. Significant estimates and assumptions were used in the Company’s goodwill impairment assessment, including both historical and projected revenue and profitability data, the determination and selection of appropriate publicly-traded market comparison companies, and the calculation of comparable earnings-based and other multiples derived from comparable publicly-traded companies and from recent transactions within the industry. As part of its quantitative approach, the Company evaluated whether there were reasonably likely changes to management’s estimates and assumptions that would have a material impact on the results of the goodwill impairment assessment. In the third quarter of 2024, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2024 2025 and 2023, 2024, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its was substantially in excess of their respective carrying amount amounts and, therefore, a quantitative assessment was not required. As a result, no goodwill impairment resulted from the assessments as of July 1, 2024 2025 and 2023. 2024.
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001104659-26-013549 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001558370-25-000714
Legal Proceedings 25 words changed in this paragraph; it is 81% similar to last year's version.
Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
Source: Item 3, via Note 14 – Commitments and Contingencies, 10-K 0001104659-26-013549 vs Item 3, via Note 14 – Commitments and Contingencies, 10-K 0001558370-25-000714
Every change, by type
Sentences and paragraphs of APH's Risk Factors and MD&A, 10-K 2026-02-11 against 10-K 2025-02-07.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
In the course of operating our business, we and certain of our third-party providers collect, maintain and process data about customers, employees, suppliers and others, including personally identifiable information. We are therefore subject to a variety of laws, regulations and other requirements relating to information security and privacy, including those related to handling of personally identifiable information. The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. The application and interpretation of such requirements are constantly evolving and are subject to change, creating a complex compliance environment. In some cases, these requirements may either be unclear in their interpretation and application, or they may have inconsistent or conflicting requirements. Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security in the U.S. and elsewhere, including in relation to cybersecurity incidents. These laws and regulations impose significant obligations on companies regarding how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance. Any failure or perceived failure by us to comply with laws, regulations and other requirements relating to information security and privacy could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions. We could incur significant costs investigating and defending such claims and, if found liable, pay significant fines, penalties and other related costs or be required to make changes to our business. If any of these events were to occur, our reputation may be damaged, and our business, results of operations, and financial condition could be materially adversely affected.
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AddedRisk Factors
Financing a portion of the consideration of the CommScope acquisition resulted in an increase in the Company’s debt and interest expense, which could adversely affect the Company’s results of operations, cash flows and financial condition.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
Financing a portion of the consideration of the CommScope acquisition resulted in a significant increase in the Company’s debt. This increase in debt requires a larger portion of the Company’s cash flow to be dedicated to the payment of principal and interest on its debt, which could, among other things, prevent the Company from carrying out capital spending that is necessary or important to the Company’s growth strategy and reduce our flexibility to respond to changing business and economic conditions. Further, the amount of cash required for the payment of principal and interest on the increased debt, and thus the demands on the Company’s capital resources, have increased. More specifically, the Company expects interest expense, net of interest income, to increase from $367.8 million in 2025 to approximately $800.0 million in 2026. In addition, the Company may incur additional debt in the future that could further exacerbate these risks, any of which could adversely affect the Company’s results of operations, cash flows and financial condition.
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AddedRisk Factors
In 2025, certain of the Company’s subsidiaries based in China received notices from relevant tax authorities challenging certain of the Company’s tax positions taken over up to an eight-year period. Although the Company believes its tax positions are appropriate and is currently discussing the matter with the relevant tax authorities, the Company has recorded a charge of $100.0 million in the fourth quarter of 2025. The $100.0 million charge represents the Company’s current best estimate of the costs that may be incurred to resolve this matter; however, the range of potential costs is estimated to be $100.0 million to approximately $300.0 million. The Company is unable to estimate the timing for resolution of this matter.
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AddedRisk Factors
On July 4, 2025, the U.S. federal government enacted the tax and spending bill H.R. 1. This legislation contains changes to previously enacted provisions of the Internal Revenue Code and provides for extensions of certain expiring tax provisions included in the Tax Cuts and Jobs Act. Certain corporate tax provisions in H.R. 1 were enacted with retroactive effect to January 1, 2025. H.R. 1 did not have a material impact on our effective tax rate for the year ended December 31, 2025. The Company continues to evaluate the corporate tax provisions contained within H.R. 1, and the future impact of H.R. 1 depends on several factors, including interpretive regulatory guidance, which has not yet been released.
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RemovedRisk Factors
workforce outside the United States. The Company’s customers are located throughout the world, and the Company has many manufacturing, administrative and sales facilities outside the United States.
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RemovedRisk Factors
We may be negatively impacted by adverse public health developments, including epidemics and pandemics.
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RemovedRisk Factors
and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers. These disruptions included government regulations that inhibited our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, supply chain interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers. Future disruptions from similar harmful public health developments could have a material adverse impact on our business, operations, financial condition, liquidity and results of operations.
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RemovedRisk Factors
In addition, global remote working dynamics continue to present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks. Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee.
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RemovedRisk Factors
The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. Privacy laws and regulations around the world including, for example, in the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states, impose significant obligations for companies on how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance. The potential for fines, penalties and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results. For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein.
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RemovedRisk Factors
The Company operates in both the United States and various foreign jurisdictions, and we must comply with locally enacted laws and regulations addressing health, safety and environmental matters in such jurisdictions in which we
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RemovedRisk Factors
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.
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RewordedRisk Factors
However, While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released. released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
In These transactions may also lead to litigation, and in certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under third party insurance policies for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement or insurance policy.
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RewordedRisk Factors
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; retaining the management team; managing the response of business partners and competitors; exposure to new regions and countries, including managing the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries; or retaining key employees, suppliers and distributors.
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RewordedRisk Factors
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), change, our interest expense and interest payments on floating rate debt will be impacted accordingly.
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RewordedRisk Factors
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. suppliers, and for some components, alternative sources may not exist or may be unable to produce the quantities of those components necessary to satisfy our production requirements.
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RewordedRisk Factors
We We, as well as some of our customers, are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting reporting, cybersecurity and procurement obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products. products, many of which are complex, frequently changing, and subject to varying interpretations.
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RewordedRisk Factors
(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.
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RewordedRisk Factors
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. retaliation or whether we would be able to fully mitigate the impact of any such actions by pricing or other measures.
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RewordedRisk Factors
Competitors include large, diversified companies, some of which have greater comparable assets and financial resources than the Company, resources, as well as medium- to small-sized companies. companies that have smaller portfolios or specialize in one or more of our product lines.
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RewordedRisk Factors
Despite our efforts, these protections may be limited and, from time to time, we encounter difficulties in protecting our intellectual property rights, particularly in certain countries outside the U.S. U.S., which could result in costly product redesign efforts, discontinuance of certain product offerings or other harm to our competitive position.
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RewordedRisk Factors
In addition, if If the credit rating agencies that rate the Company’s debt were to downgrade the Company’s credit rating, including any announcement that the Company’s credit rating is under further review for a downgrade, it would likely increase the Company’s cost of capital and make it more difficult for the Company to obtain new financing and access capital markets, which could also have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
It is possible that scarce labor market conditions, which the Company has experienced from time to time, and changes in immigration policies in the U.S. and other countries in which we operate could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, employees globally, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesRisk Factors
In addition, our business could also be adversely impacted by any ongoing significant increases in labor costs, including wages and benefits.
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AddedMD&A
(1) The aggregated amount is comprised of cost of sales and selling, general and administrative expenses.
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AddedMD&A
(2) Interest related to the Floating Rate Senior Notes (as defined below) is included in the table above at the effective rate as of December 31, 2025.
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AddedMD&A
Notes to Consolidated Financial Statements), net of applicable tax credits and deductions, during the second quarter of 2025, as permitted under the Tax Cuts and Jobs Act (the “Tax Act”).
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AddedMD&A
On July 4, 2025, the United States federal government enacted the tax and spending bill H.R. 1. This legislation contains changes to previously enacted provisions of the Internal Revenue Code and provides for extensions of certain expiring tax provisions included in the Tax Act. Certain corporate tax provisions in H.R. 1 were enacted with retroactive effect to January 1, 2025. H.R. 1 did not have a material impact on our effective tax rate in 2025. The Company continues to evaluate the corporate tax provisions contained within H.R. 1, and the future impact of H.R. 1 depends on several factors, including interpretive regulatory guidance, which has not yet been released.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
On August 22, 2025, the Company entered into (i) a three-year, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions, and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “Three-Year Delayed Draw Term Loan”), which is scheduled to mature on the three-year anniversary of the funding date, and (ii) a 364-day, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans”, and individually, a “Delayed Draw Term Loan”), which is scheduled to mature on the date that is 364 days after the funding date. Each Delayed Draw Term Loan may only be drawn in a single drawing over the life of the applicable facility. Each Delayed Draw Term Loan may be repaid at any time without premium or penalty and, once repaid, cannot be reborrowed. Interest rates under each Delayed Draw Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating. On November 13, 2025, the aggregate commitment amount in respect of each of the Delayed Draw Term Loans was individually reduced to $1,534.1. As of December 31, 2025, the Company had not yet drawn upon either Delayed Draw Term Loan, and as such, there were no outstanding borrowings under either Delayed Draw Term Loan. On December 31, 2025, the Company was in compliance with the financial covenants under each Delayed Draw Term Loan. In January 2026, the Company drew the full $1,534.1 available under each of the Delayed Draw Term Loans to fund a portion of the consideration for the CommScope acquisition, which closed on January 9, 2026, as discussed further in Note 15 of the accompanying Notes to Consolidated Financial Statements.
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AddedMD&A
On January 9, 2026, pursuant to a purchase agreement announced on August 4, 2025, the Company completed the acquisition of the Connectivity and Cable Solutions Business (which we now refer to collectively as “CommScope”) from Vistance Networks, Inc. (“Vistance”, formerly known as CommScope Holding Company, Inc.) for an aggregate purchase price of approximately $10,500.0 in cash, subject to customary post-closing adjustments. The Company funded the CommScope acquisition through a combination of net proceeds from the Delayed Draw Term Loans, the November Senior Notes and cash on hand, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements.
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RemovedMD&A
On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s Class A Common Stock (“Common Stock”). The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024. The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024. The shares of Common Stock retain a par value of $0.001 per share. All current and prior year data impacted by the stock split and presented in this Item 7 and throughout this Annual Report herein, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. Refer to Note 1 of the accompanying Notes to Consolidated Financial Statements for further information related to the stock split.
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RemovedMD&A
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.
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RemovedMD&A
The Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law in 2022. Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the years ended December 31, 2024 and 2023. While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows.
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RemovedMD&A
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
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RemovedMD&A
broad-based moderations in demand from mobile network operators and wireless equipment manufacturers, partially offset by contributions from acquisitions. Net sales to the mobile devices market decreased approximately $161.5, driven by declines in sales in laptops, wearable devices, tablets and production-related products, partially offset by growth in smartphones. Net sales to the broadband communications market decreased approximately $46.4, driven by moderations in demand from broadband service operators.
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RemovedMD&A
(5) As a result of the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) in December 2017, the United States changed to a modified territorial tax system, which significantly reduced the U.S. tax expense associated with the remittance of foreign earnings, among other changes. The Tax Act also imposed the Transition Tax associated with all of the Company’s pre-2018 accumulated unremitted earnings and profits of foreign subsidiaries. As a result, on December 31, 2017, the Company recorded a provisional U.S. tax expense for the Transition Tax, which was adjusted and finalized in 2018. The seventh installment of the Transition Tax was paid in the second quarter of 2024, and the Company will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2025, as permitted under the Tax Act. The table above reflects the remaining amounts associated with the Transition Tax, which is net of applicable tax credits and deductions.
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RemovedMD&A
Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 2,814.7 $ 2,528.7 $ 2,174.6 Net cash used in investing activities (2,648.6) (1,393.7) (731.1) Net cash provided by (used in) financing activities 1,729.9 (1,012.4) (1,196.7) Effect of exchange rate changes on cash and cash equivalents (54.0) (20.7) (70.8) Net increase in cash and cash equivalents $ 1,842.0 $ 101.9 $ 176.0
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RemovedMD&A
On April 19, 2022, the Company entered into a two-year, $750.0 unsecured delayed draw term loan credit agreement (the “Term Loan”). The Term Loan matured on April 19, 2024 without the Company drawing upon it throughout its term.
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RemovedMD&A
The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
On May 21, 2024, pursuant to a definitive stock purchase agreement by and between the Company and Carlisle Companies Incorporated dated January 30, 2024, the Company completed the acquisition of CIT for approximately $1,995.3, net of cash acquired and subject to customary post-closing adjustments. The Company funded the CIT acquisition through a combination of net proceeds from the April Senior Notes, as discussed earlier in this Item 7, together with borrowings under the U.S. Commercial Paper Program and cash on hand. CIT, headquartered in St. Augustine, FL, is a leading global supplier of harsh environment interconnect solutions, primarily to the commercial aerospace, defense and industrial end markets. CIT’s wide range of products include wire and cable, cable assemblies,
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
contacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc. (“CommScope”) dated July 18, 2024, the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $2,100 in cash, subject to customary post-closing adjustments. The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements, together with borrowings under the U.S. Commercial Paper Program and cash on hand. The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. The Mobile Networks Business will be included in the Communications Solutions segment. Also, on January 31, 2025, the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment.
Read it in 10-K 2025-02-07 at sec.gov ↗
RewordedMD&A
On October 24, 2023, the Board approved an increase to the Company’s quarterly dividend rate from $0.105 per share to $0.11 per share, effective with dividends declared in the fourth quarter of 2023, and on July 23, 2024, the Board approved an additional increase to the Company’s quarterly dividend rate from $0.11 per share to $0.165 per share, effective with dividends declared in the third quarter of 2024, and on October 21, 2025, the Board approved an additional increase to the Company’s quarterly dividend rate from $0.165 per share to $0.25 per share, effective with dividends declared in the fourth quarter of 2025, contingent upon declaration by the Board.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Net sales were $23,094.7 for the year ended December 31, 2025 compared to $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, 2024, representing an increase of 21% 52% in both U.S. dollars dollars, 51% in constant currencies and constant currencies, as well as 13% 38% organically (excluding both currency and acquisition impacts), impacts; unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes), compared to the prior year.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
The sales growth in 2024 2025 was primarily driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications, as well as strong organic growth in the IT datacom, automotive, mobile devices communications networks and industrial markets and moderate organic growth in the mobile networks markets, devices market, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the broadband communications market. acquisitions.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand hand, partially driven by the issuance of the new October November Senior Notes (defined below) in the fourth quarter of 2024 2025 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, CommScope acquisition, along with increased interest rates.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
On October 24, 2023, the Board approved an increase to the Company’s quarterly dividend rate from $0.105 per share to $0.11 per share, effective with dividends declared in the fourth quarter of 2023, and on July 23, 2024, the Board approved an additional increase to the Company’s quarterly dividend rate from $0.11 per share to $0.165 per share, effective with dividends declared in the third quarter of 2024, contingent upon declaration by the Board. 2023.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024. 2025 to fund all or part of acquisitions, including the CommScope acquisition (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein), which closed on January 9, 2026.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Commercial Paper Program On January 9, 2026, the Company used the net proceeds from the November Senior Notes, together with borrowings under the Delayed Draw Term Loans and cash on hand, to fund the cash consideration for the Company’s acquisition of CommScope’s Mobile Networks Business, CommScope acquisition, along with the fees and expenses related thereto.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
From an end market standpoint, the increase in net sales was driven by strong robust organic growth in the information technology and data communications (“IT datacom”), mobile devices, datacom”) market, strong organic growth in the defense, industrial, communications networks and commercial aerospace and defense markets and moderate organic growth in the automotive and mobile networks devices markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and broadband communications markets. program.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Net sales to the automotive market increased approximately $168.3, $248.3, reflecting strength in demand from power management, infotainment communications, safety and security systems and antenna and related assemblies, along with contributions from acquisitions, partially offset by moderations in both electric and hybrid drive train platforms. platforms, antenna and related assemblies, and infotainment communications.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Other intangible assets, net, increased $390.3 $1,016.3 to $1,225.1, $2,241.4, primarily due to the recognition of certain intangible assets related to the 2024 2025 Acquisitions, in particular the CIT acquisition, Andrew and Trexon acquisitions, partially offset by amortization of $154.7 $192.0 associated with the Company’s current intangible assets as well as measurement period adjustments related to certain intangible assets associated with acquisitions that closed late in 2023. assets.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
In 2024, 2025, the Company incurred $145.6 ($119.3 $181.2 ($148.8 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the non-cash amortization related to the value associated with acquired backlog resulting from the CIT acquisition Andrew and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $127.4 $103.4 are presented separately in the Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $18.2 $77.8 associated with the CIT Andrew acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Net sales to the mobile communications networks market increased approximately $50.2, $1,374.3, driven primarily by contributions from acquisitions, in particular the acquisition of Andrew (as defined and discussed below within this Item 7 and in Note 11 of the accompanying Notes to Consolidated Financial Statements herein), along with organic growth in demand from mobile network operators and wireless equipment manufacturers.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesMD&A
However, In addition, the Company borrowed under the U.S.
Read it in 10-K 2026-02-11 at sec.gov ↗
