SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

SEC Comment Letter 0000000000-25-003841 to AMPHENOL CORP /DE/ (APH)

AMPHENOL CORP /DE/
Date: April 10, 2025 · CIK: 0000820313 · Accession: 0000000000-25-003841

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 001-10879

Date
April 10, 2025
Author
Finance
Form
UPLOAD
Company
AMPHENOL CORP /DE/

Letter

Re: Amphenol Corporation Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 7, 2025 File No. 001-10879 Dear Craig A. Lampo:

April 10, 2025

Craig A. Lampo Senior Vice President and Chief Financial Officer Amphenol Corporation 358 Hall Avenue Wallingford, CT 06492

We have limited our review of your filing to the financial statements and related disclosures and have the following comments.

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 30

1. We note your analysis of the increase in net sales. Please revise future filings to quantify the extent to which changes in organic net sales for each segment were materially impacted by changes in volume, product mix, and pricing. For example, when you indicate the Communications Solution segment had a 27% increase in organic net sales in 2024, your analysis focuses on the contributing end markets but does not clarify the extent to which this increase was driven by changes in volume, product mix, and/or pricing. If the reference to higher sales volumes within your analysis of segment operating income is intended to convey that the increase in a segment's organic net sales was primarily attributable to a higher volume of goods sold, please revise future filings to better convey this and consider whether there were also material fluctuations in product mix or pricing that should be described. See Item April 10, 2025 Page 2

303(b)(2)(iii) of Regulation S-K. 2. We note the tabular presentation of your income statement line items as a percentage of net sales at the start of your Results of Operations section. We note that cost of sales as a percentage of net sales shows a trend of declining across the three year period presented, resulting in your gross profit margin increasing. We further note that the decline in cost of sales as a percentage of net sales is almost fully offset each year by an increase in your operating expenses as a percentage of net sales, resulting in a net nominal change to your operating margin each year. As such, a robust analysis of the underlying factors driving changes in your operating income and operating margin should address both the changes in cost of sales and the changes in your operating expenses in order to provide your investors with a view of the company's financial results through the eyes of management. Please revise future filings to more clearly provide management's insight into the underlying drivers of material changes in cost of sales as a percentage of net sales or gross profit margin, either within your analysis of operating income or as a separate analysis. Item 8. Financial Statements and Supplementary Data Notes to Consolidated Financial Statements Note 11 - Acquisitions, page 87

3. We note that you provide limited disclosures regarding your acquisition of CIT and state that further details have not been presented since the 2024 Acquisitions are not material, either individually or in the aggregate. Please revise your upcoming March 31, 2025 Form 10-Q to provide all disclosures required by ASC 805 for your acquisition of CIT, or explain to us in detail how you determined the acquisition of CIT was immaterial such that the disclosures prescribed by ASC 805 are not applicable. We note the purchase price you paid for CIT, net of cash acquired, is equivalent to approximately 12% of your total assets as of December 31, 2023. 4. Similarly, please confirm to us that your upcoming March 31, 2025 Form 10-Q will provide all disclosures required by ASC 805 for your acquisition of CommScope's mobile networks business, or explain to us in detail how you determined the acquisition of this business was immaterial such that the disclosures prescribed by ASC 805 are not applicable. We note the purchase price you paid for CommScope's mobile networks business is equivalent to approximately 10% of your total assets as of December 31, 2024.

In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. April 10, 2025 Page 3

Please contact Jennifer Thompson at 202-551-3737 or Kevin Stertzel at 202-551-3723 with any questions.

Sincerely,
Division of Corporation
Finance
Office of Manufacturing

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Craig A. Lampo
Senior Vice President and Chief Financial Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, CT 06492

 Re: Amphenol Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 7, 2025
 File No. 001-10879
Dear Craig A. Lampo:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations, page 30

1. We note your analysis of the increase in net sales. Please revise future
filings to
 quantify the extent to which changes in organic net sales for each
segment were
 materially impacted by changes in volume, product mix, and pricing. For
 example, when you indicate the Communications Solution segment had a 27%
 increase in organic net sales in 2024, your analysis focuses on the
contributing end
 markets but does not clarify the extent to which this increase was
driven by changes in
 volume, product mix, and/or pricing. If the reference to higher sales
volumes within
 your analysis of segment operating income is intended to convey that the
increase in a
 segment's organic net sales was primarily attributable to a higher
volume of goods
 sold, please revise future filings to better convey this and consider
whether there were
 also material fluctuations in product mix or pricing that should be
described. See Item
 April 10, 2025
Page 2

 303(b)(2)(iii) of Regulation S-K.
2. We note the tabular presentation of your income statement line items as
a percentage
 of net sales at the start of your Results of Operations section. We note
that cost of
 sales as a percentage of net sales shows a trend of declining across the
three year
 period presented, resulting in your gross profit margin increasing. We
further note
 that the decline in cost of sales as a percentage of net sales is almost
fully offset each
 year by an increase in your operating expenses as a percentage of net
sales, resulting
 in a net nominal change to your operating margin each year. As such, a
robust
 analysis of the underlying factors driving changes in your operating
income and
 operating margin should address both the changes in cost of sales and
the changes in
 your operating expenses in order to provide your investors with a view
of the
 company's financial results through the eyes of management. Please
revise future
 filings to more clearly provide management's insight into the underlying
drivers of
 material changes in cost of sales as a percentage of net sales or gross
profit margin,
 either within your analysis of operating income or as a separate
analysis.
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note 11 - Acquisitions, page 87

3. We note that you provide limited disclosures regarding your acquisition
of CIT and
 state that further details have not been presented since the 2024
Acquisitions are not
 material, either individually or in the aggregate. Please revise your
upcoming March
 31, 2025 Form 10-Q to provide all disclosures required by ASC 805 for
your
 acquisition of CIT, or explain to us in detail how you determined the
acquisition of
 CIT was immaterial such that the disclosures prescribed by ASC 805 are
not
 applicable. We note the purchase price you paid for CIT, net of cash
acquired, is
 equivalent to approximately 12% of your total assets as of December 31,
2023.
4. Similarly, please confirm to us that your upcoming March 31, 2025 Form
10-Q will
 provide all disclosures required by ASC 805 for your acquisition of
CommScope's
 mobile networks business, or explain to us in detail how you determined
the
 acquisition of this business was immaterial such that the disclosures
prescribed by
 ASC 805 are not applicable. We note the purchase price you paid for
CommScope's
 mobile networks business is equivalent to approximately 10% of your
total assets as
 of December 31, 2024.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 April 10, 2025
Page 3

 Please contact Jennifer Thompson at 202-551-3737 or Kevin Stertzel at
202-551-3723
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>