APH 10-K & 10-Q changes, risk factors and insider trading

The Company’s operations and performance depend significantly on global, regional and U.S. economic and geopolitical conditions. During 2024,2025, non-U.S. markets constituted approximately 65% of the Company’s net sales, with China constituting approximately 22%16% of the Company’s net sales. The Company employs nearlyapproximately 90% of its 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. As of December 31, 2025, approximately 79% of the Company’s long-lived assets were located outside of the United States, with approximately 37% located in China. This compares to approximately 73% and 29%, respectively, in 2024. These increases relate primarily to the significant investments the Company has made to support sales of its AI-related products.

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,including U.S. trade policies and tariffs affecting China and certainseveral of the other countries in which we operate. The U.S. continued to impose new tariffs on imports to the U.S. throughout 2025, and in response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. 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. 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. The U.S. has also announced additional 25% tariffs for goods imported into the U.S. from Mexico and Canada beginning in March 2025. 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. 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 net sales and operating income. 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 haveare becomesubject stricter.to increased regulatory scrutiny and oversight. 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. 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.

●effects of significant changes in economic, monetary and/or fiscal policies, including interest rate changes by the U.S. Federal Reserve or other international central banking systems, foreign currency fluctuations,fluctuations and 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;

●changes in exchange control regulations,regulations or tax policy, 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;

The Company usespurchases basica wide variety of raw materials likefor the manufacture of its products, including (i) precious metals such as gold, silver and palladium, (ii) aluminum, steel, copper, titanium,titanium and metal alloys,alloy gold,products, silver,(iii) palladiumcopper wire and plasticoptical resins in its manufacturing processes as well as a variety of componentsfiber and relies(iv) onplastic third-party suppliers to secure these materials and components.materials. In the past, prices for these and certain other basic materials have experienced significant volatility. While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, it has, from time to time, experienced certain difficulties, and inflationary pressures andpressures, increased commodity prices and regulatory restrictions may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components. Moreover, the Company may not be able to pass along any increased raw material or component prices to its customers and may not be able to procure and obtain sufficient quantities of raw materials and components in a timely manner and at acceptable prices from our suppliers. In limited instances, we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers.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. 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. TheMoreover, 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.

We rely on information technology systems provided by third-party providers andboth our own information technology systems forand those provided by third-party vendors to support critical operationsbusiness andoperations. faceThese systems are subject to numerous and evolving cybersecurity threats andthat techniquesare useddesigned to disrupt operations andor gain unauthorized access toand thesethreaten systems.the confidentiality, integrity and availability of our information technology systems and confidential information. These threats may arise from diverse threat actors such as state-sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks. Cyberattacks continue to expand and evolve, making it difficult to detect and prevent such threats from impacting the Company. Globally, there continues to be an elevated volume of cyber threats, exploitation of previously unknown software vulnerabilities, ransomware attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. The proliferation of Internet of Things (“IoT”) devices and Operational Technology (“OT”) systems has expanded the potential points of entry for an unauthorized user to access a system or network. Threat actors are targeting IoT and OT systems to disrupt critical infrastructure or gain lateral access to corporate networks. In addition, the rise of AI and machine learning has led to more sophisticated and deceptive attacks. Cybercriminals are increasingly using AI-generated deepfake videos, audio and text to deceive individuals and organizations. These attacks can be used for impersonation in social engineering and fraud. Attackers can manipulate systems in new ways and more easily perform functions at scale. 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. As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business.

ThereWhile we maintain a cybersecurity risk management program, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures,it will beeliminate fullyall complied with or effectiverisk in protecting our information technology systems. The Companysystems and third-partyconfidential providersinformation. upon whom we mayWe rely on third-party providers, including cloud hosting and managed security service providers, for certaincritical aspects of our information technology services have been, and expect to continue to be, a target of various cybersecurity attacks,infrastructure. including,A butcybersecurity incident affecting any such provider, including incidents involving our cloud hosting environments, could materially disrupt our operations, even if our internal systems are not limiteddirectly to, ransomware attacks, phishing and other sophisticated threats.compromised. While the impact of previous attacks has not been material, future cybersecurity incidents could lead to unauthorized access to and potentially impair the Company’s information technology systems, products, customers, suppliers and third-party service providers. Cybersecurity incidents could potentially result in the disruption of our business operations and/or misappropriation, destruction or corruption of critical data and confidential, personal, or proprietary information. Cybersecurity events could also result in the loss of or inability to access confidential information and critical business, financial or other data, and/or cause the release of highly sensitive confidential or personal information. CybersecurityFurther, cybersecurity incidents could also result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers. Our and key third-party information technology systems and infrastructure are susceptible to disruptions from cybersecurity incidents, ransomware attacks, security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures, natural disasters, adverse public health developments, or other catastrophic events, any of which could result in reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, the release of highly sensitive confidential or personal information, the inability to access critical data and other operational disruptions, litigation with third parties (including class actions) and/or governmental investigations, fines and other penalties, among other things, which could have a material adverse effect on our business, financial condition and results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

We and our business partners maintain significant amounts of data electronically in locations around the world. This data relates to all aspects of our business, including financial information and current and future products under development, and also contains certain customer, supplier, partner and employee data, such as personal information. There is a risk of intrusion, cyberattacks or tampering that could compromise the integrity and privacy of this data or make the data inaccessible to us. In addition, in certain cases, we outsource the storage of this data to third-party business partners. Those partners may also be subject to data intrusion or a cyberattack. Any compromise of the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions. For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein.

The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming.change.

From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors. Such unpredictable weather conditions and natural disasters including, but not limited to, severe storms, earthquakes, fires, droughts, floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, including heat waves and freezes and ambient temperature or precipitation changes, and their consequences and effects have, in the past, temporarily disrupted our business operations both in the United States and abroad. ClimateThere are climate-related risks in all of the countries in which we operate, and climate change may exacerbate certain such events and may also contribute to other changes that could also adversely impact our operations. These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased costs,costs and compliance burdens, 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.

Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our various management teams. It is possible that scarce labor market conditions, which the Company has experienced from time to time, 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. In addition, our business could also be adversely impacted by any ongoingsignificant increases in labor costs, including wages and benefits.

The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Competitors include large, diversified companies, some of which have greatercomparable 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. Rapid technological changes could also lead to the entry of new competitors of various sizessizes, against whom we may not be able to successfully compete. There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations.

The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely affected by cyclical and at times rapid periods of reduced demand in any of its end markets. Demand for products can be subject to rapid changes arising from a wide variety of factors, including new technology developments, changes in general economic conditions, consolidation within an industry, changes in access to financing, competition, new legislation and regulation, an evolving global trade environment, prolonged work stoppages or other disputes with labor unions and governmental budgetary constraints, among many other factors. For example, some of our customers are making significant investments in AI, and these investments are driving robust demand for certain of the Company’s products. The continued growth of this market will be dependent upon many factors, including our go-forward market share for such products, the demand for our customers’ products and services, the amount and mix of capital spending by our customers, changing technology priorities and changes in government regulations and policies related to AI. Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products,products and result in customers canceling, delaying, reducing or otherwise modifying their purchase commitments, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company has completed numerous acquisitions in recent years, including five in 2025 and two in 20242024, some of which are large and 10complex. Additionally, on January 9, 2026, the Company closed the CommScope acquisition, which is the largest acquisition in 2023.the Company’s history. The Company anticipates that it will continue to pursue acquisition opportunities as part of its growth strategy. From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and integratingassimilating acquisitions,acquisitions into the Company, and acquisitions do not always perform and deliver the financial benefits expected. In addition, the Company may not be able to close acquisitions as anticipated, or at all. The Company has also experienced challenges at times following the acquisition of a new company or business, including, but not limited to, managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; 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. InThese 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. To the extent we pursue indemnification claims against such seller(s) or insurers, such seller(s) or insurers may successfully contest such claims and/or may not have the financial capacity to compensate us for such claims, or such claims may otherwise be difficult or impractical to enforce. We cannot predict or guarantee whether and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions.

On December 31, 2024,2025, the total assets of the Company were $21.4$36.2 billion, which included $8.2$10.6 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$2.2 billion of other intangible assets, net. The Company performs annual evaluations (or more frequently, if necessary) for the potential impairment of the carrying value of goodwill and other intangible assets. Such evaluations to date have not resulted in the need to recognize an impairment. However, if the financial performance of the Company’s businesses were to decline significantly, the Company could incur a material non-cash charge to its income statement for the impairment of goodwill and other intangible assets. Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions and investments made by the Company fail to achieve expected returns.

The Company’s credit agreementagreements and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company.

In addition to the Revolving Credit Facility,Facility and the Delayed Draw Term Loans, the Company’s various senior notes, some of which were issued during 2024,2025, also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. While the Company iswas compliant with all such requirements as of December 31, 2024,2025, there can be no assurance that the Company will remain in compliance with such requirements.

The Company has used the global capital markets to raise capital to invest in its business and make strategic acquisitions. The capital and credit markets have experienced significant volatility in the past. If general economic and capital market conditions deteriorate significantly, it could become more difficult to access capital to finance capital investments, acquisitions and other initiatives including dividends and share repurchases, which could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, ifwe cannot guarantee that we will be able to maintain our current credit rating. 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.

WeWe, 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 reportingreporting, 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. We may be unilaterally suspended or barred from conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly) or, become subject to fines or other sanctions or prohibited from taking certain actions if we are found to have violated such laws or regulations. For example, under the executive order titled “Prioritizing the Warfighter in Defense Contracting” issued in January 2026, defense contractors designated as underperforming by the Secretary of War are prohibited from conducting stock buybacks and issuing dividends until their performance improves. As a result of the need to comply with these numerous laws and regulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions. The U.S. laws and regulations to which we are subject include, but are not limited to, the Export Administration Regulations, the Federal Acquisition Regulation, the False Claims Act, International Traffic in Arms Regulations, regulations from the Bureau of Alcohol, Tobacco and Firearms and the FCPA. Moreover, we are subject to a wide range of similar laws and regulations in other countries throughout the world. Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation and our ability to compete for future government contracts or sell commercial equivalent products. Any of these outcomes could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations.

The Company must comply with complex export and import controls as well as economic sanctions and trade embargoes imposed by the United StatesU.S. government and other countries.

Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception. In addition, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes that restrict our ability to transact or deal with certain persons, countries, regions, and governments. These laws and regulations are complex, may change frequently and without prior notice, have generally become more stringent over time and have intensified under recent U.S. administrations, especially in light of ongoing tensions between the U.S. and China, as well as other countries. For example, in 2019, the U.S. government added certain companies based in China to the “Entity List” maintained by the U.S. Department of Commerce, which imposes additional restrictions on sales to such companies. Since 2019, numerous other companies have been added to that list. Further, in 2022, the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”) released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers. These changes include new restrictions on the ability of U.S. companies to provide certain services to any facility in China that manufactures certain advanced ICs. Since 2022, numerous other related rules and regulations have been implemented by BIS. In response to these regulations, the Chinese government has implemented its own set of import and export rules and regulations and added certain U.S.-based companies to the Chinese government’s “Unreliable Entity List”, which imposes additional restrictions on such companies. Although, to date, none of such restrictions have had a material adverse effect on the Company’s business, financial condition and results of operations, the U.S. and Chinese governments have the power to place even greater restrictions, and such restrictions could further limit or prohibit the Company from selling its products or providing its services. In addition, we cannot ensure that our policies and procedures designed to maintain compliance with applicable rules and regulations will be effective in preventing instances of non-compliance. If we were to fail to comply with applicable export control restrictions (for example, by failing to obtain required export licensing), customs regulations, economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including fines, the incarceration of responsible employees and managers, reputational harm, and the possible loss of export or import privileges. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.

Changes in fiscal and tax policies,policies as well as audits and examinations by taxing authorities could impact the Company’s results.

The Company is subject to tax in all jurisdictions in which it operates, including the Company’s two largest markets, the U.S. and China. Any futuretax-related examinations,audits or examinations or, 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.

TheOn August 16, 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.law. 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, 20242025 and 2023.2024. 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.

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

We rely on patent and trade secret laws, copyright, trademark, confidentiality procedures, controls and contractual commitments to protect our intellectual property rights. Despite our efforts, these protections may be limited and, from time to time, we encounter difficulties in protecting our intellectual property rights, particularly in certain countries outside the U.S.U.S., which could result in costly product redesign efforts, discontinuance of certain product offerings or other harm to our competitive position. We cannot provide assurance that the patents that we hold or may obtain will provide meaningful protection against our competitors. In addition, we may choose to not apply for patent protection or may fail to apply for patent protection in a timely fashion. Changes in laws concerning intellectual property, or the enforcement of such laws, may affect our ability to prevent or address the misappropriation of, or the unauthorized use of, our intellectual property, potentially resulting in loss of market share. Litigation may be necessary to enforce our intellectual property rights. Litigation is inherently uncertain, and outcomes are unpredictable. If we cannot protect our intellectual property rights against unauthorized copying or use, or other misappropriation, we may not remain competitive.

The Company is currently engaged in, or subject to, various customer claims, litigation and other regulatory and legal matters and may be subject to additional claims, litigation and other regulatory or legal proceedings in the future. Such matters expose the Company to risks that could be material, including, but not limited to, risks related to employment disputes, tax controversies, government investigations, intellectual property infringement, compliance with environmental laws, securities laws violations, unfair sales practices, product safety and liability, and product warranty, indemnity and other contract-related claims. These matters may subject the Company to lawsuits, voluntary or forced product recalls, government investigations and criminal liability, including claims for compensatory, punitive or consequential damages, and could result in diverting our management’s attention, disruptions to our business and significant legal expenses. These matters could also damage our reputation, harm our relationships with customers or negatively affect product demand.

The 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 manufacture and/or sell our products. Certain operations of the Company are subject to locally enacted environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company and its operations may be subject to liabilities, regardless of fault, for investigative and/or remediation efforts on such matters that may arise at any of the Company’s former or current properties, either owned or leased. Environmental liabilities can result from the use of hazardous materials in production, the disposal of products, damages associated with the use of any of our products or other related matters. We cannot be certain as to the potential impact of any changes to environmental conditions or environmental policies that may arise in any of our jurisdictions. Our failure to comply with these local environmental laws and regulations could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows.

The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change.change and other sustainability matters.

There is increased public awareness regarding climate change.change, human capital and other sustainability matters. This increased focus has led to certain international treaties and agreements and legislative and regulatory efforts. In addition to the risks discussed under the risk factor titled “The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming,change,” the Company may also be subject to larger, global climate change initiatives, laws, regulations or orders which seek to reduce greenhouse gas (“GHG”) emissions. In addition to government requirements, certain of our customers are also imposing climate-related requirements on their suppliers, including us. Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business.

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-relatedrelated disclosure.disclosure or substantive action on sustainability matters. For example, in Europe, the EU finalized the Corporate Sustainability Reporting Directive, which introduces more prescriptive sustainability reporting requirements for EU companies as well as certain non-EU companies. In March 2024,While in the U.S.,2025, the SEC issuedannounced athat newit rulehad (voted to end its defense of Final Rule 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors),Investors, the litigation remains pending, 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. Althoughmakes the SECultimate issued an order staying the new rule in April 2024 pending litigation challenging the new rule, the Company continues to review, evaluate and implement the necessary processes in order to comply with this new rule. The Company’s adoption ofoutcome and compliance withneeds thisuncertain. new rule could result in additional costs to the Company or other adverse impacts to our business, financial condition or results of operations. This new SEC rule follows actions from certain U.S. states thatWe continue to propose and/or pass their own ESG-related laws, certain of which came into effect in the last few years. For example, on October 7, 2023, the governor of California signedmonitor and enactedreview intodeveloping lawsustainability frameworks, standards, rules and regulations, including those passed by U.S. states, such as the two climate-related disclosure bills (Senate Bill-253, Climate Corporate Data Accountability Act and Senate Bill-261, Greenhouse Gases: Climate-Related Financial Risk), whichthat will require complianceinitial asdisclosures early asin 2026. Such laws are not uniform and may be inconsistently applied, which can increase the complexity and cost of compliance as well as any associated litigation or enforcement risks.

In addition to the requirement to comply with these enacted laws and regulations and other potential mandatory ESG requirements, any future regulatory changes in any of the jurisdictions in which we operate, in addition to those already enacted, could result in transition risks to the Company, including, but not limited to: (i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in the market, and/or (vi) reputational risks associated with our customers’ 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.

Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speedhigh-speed, fiber optic and specialty cable. In 2024,2025, approximately 65% of the Company’s sales were outside the United States. The primary end markets for our products are:

The Company’s products are used in a wide variety of applications by a broad array of customers around the world. The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. For many years, customers have generally been consolidating their lists of qualified suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while maintaining geographic flexibility and competitive prices. The Company has focused its global resources to position itself to compete effectively in this environment. The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its multinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography.

●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,interconnect coaxialproducts; coaxial, fiber optic, power and high-speed cable,cable; asantennas; welland asother antennas,products for use in the information technology and data communications, mobile devices, industrial, mobilecommunications networks, broadband communications, automotive, commercial aerospace and defense end markets.

●InterconnectHarsh andEnvironment Sensor SystemsSolutions – the InterconnectHarsh andEnvironment Sensor SystemsSolutions segment designs, manufactures and markets a broad range of sensors,ruggedized sensor-basedinterconnect systems,products, including connectors and value-add interconnect systemssystems, usedspecialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, industrial,communications networks and information technology and data communications, mobile networks, defense and commercial aerospacecommunications end markets.

The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as Pillar Two, provides guidance for a global minimum tax. This guidance lays out a common approach for adopting the global minimum tax and enacting local legislation codifying the provisions that all 142 countries in the Inclusive Framework agreed to by consensus. The European Union (“EU”) member states have agreed to adopt these rules in two stages. The first component became effective on January 1, 2024, and the second component became effective on January 1, 2025. Non-EU countries have enacted or are expected to enact legislation on a similar timeline. Certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework, while several other countries are expected to also implement similar legislation with varying effective dates in the future. When and how this framework is adopted or enacted by the various countries in which we do business will increase tax complexity and may increase uncertainty and adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions. The Company hasreviewed done a preliminary review ofthe currently enacted legislation. The initial implementation did not have a material impact on the Company’s consolidated financial statements during the year ended December 31, 2024, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future. However, the Company will continue to evaluate the potential impact of Pillar Two on the Company and its results as additional countries adopt legislation and issue individual guidance on their enacted legislation.

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; 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 was driven by strong organic growth in the Communications Solutions segment and moderate organic growth in the Interconnect and Sensor Systems segment and Harsh Environment Solutions segment, along with contributions from the Company’s acquisition program, all as described below. From an end market standpoint, the increase in net sales was driven by strong organic growth in the information technology and data communications (“IT datacom”),datacom, mobile devices, commercial aerospace and defense markets and moderate organic growth in the automotive and mobile networks markets,market, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and broadbandcommunications communicationsnetworks markets. Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation artificial intelligence-relatedAI-related applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics. Net sales to the industrial market increased approximately $452.1, primarily driven by contributions from acquisitions, along with growth in mass transit, battery and electric heavy vehicles, alternative energy, instrumentation and medical applications, which were partially offset by moderations in factory and building automation, transportation, oil and gas, marine and heavy equipment applications. Net sales to the commercial aerospace market increased approximately $382.9, primarily due to contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms. Net sales to the defense market increased approximately $214.0, driven by broad-based strength across nearly all defense applications, particularly space-related, avionics, communications, airframe, and ground vehicle applications, as well as contributions from acquisitions. Net sales to the automotive market increased approximately $168.3, reflecting strength in demand from power management, infotainment communications, safety and security systems and antenna and related assemblies, along with contributions from acquisitions, partially offset by moderations in electric and hybrid drive train platforms. Net sales to the mobile devices market increased approximately $131.5, driven by growth in sales in most mobile device applications, including smartphones, laptops, and wearable and hearable devices, partially offset by a moderation in tablets. Net sales to the mobile networks market increased approximately $50.2, driven primarily by contributions from acquisitions, along with growth in demand from mobile network operators and wireless equipment manufacturers. Net sales to the broadband communications market decreased approximately $65.2, driven by moderations in demand from broadband service operators.

Net sales in the Communications Solutions segment (approximately 42% of net sales) increased 29% in both U.S. dollars and constant currencies, as well as 27% organically, in 2024, compared to 2023. The sales growth in 2024 was primarily driven by strong organic growth in the IT datacom, automotive, mobile devices and industrial markets and moderate growth in the mobile networks markets, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the broadband communications networks market.

Operating expenses were $11,938.4, or 78.4% of net sales, for 2024, compared to $9,960.5, or 79.3% of net sales, for 2023. Operating income was $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023. The decrease in Operating expenses as a percentage of net sales and increase in Operating income as a percentage of net sales in 2024 were primarily driven by strong performance and disciplined cost control, which generated strong operating leverage on the significant growth experienced, partially offset by the effect of acquisitions, which currently have higher Operating expenses as a percentage of net sales compared to the Company average. Operating income in 2024 included acquisition-related expenses of $145.6, 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 (such acquisition-related expenses aggregating $127.4 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 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income). Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the non-cash amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income. The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023. The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was primarily driven by strong operating performance on the higher sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023. The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisitionAndrew 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)acquisition, which closed on January 31, 2025, along with increased interest rates.

Provision for income taxes was at an effective rate of 18.9% in 2024 and 20.7% in 2023. Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) a discrete tax benefit related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S. tax filing position, and (iii) the tax effects ofrelated to the aforementioned acquisition-related expenses during the year. Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year. These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below. Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional details related to the reconciliation between the U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements.

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023. Excluding the effect of the items listed in the table below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section below within this Item 7, were $2,382.1 and $1.89, respectively, for 2024, compared to $1,870.4 and $1.51, respectively, for 2023.

The following discussion and analysis of the financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 has been derived from and should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included in Part I, Item 1 herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”). The following discussion and analysis should also be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). The Condensed Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). The following discussion and analysis also includes references to certain non-GAAP financial measures, which are defined in the “Non-GAAP Financial Measures” section below, including “Constant Currency Net Sales Growth” and “Organic Net Sales Growth.” For purposes of the following discussion, the terms “constant currencies” and “organically” have the same meaning, respectively, as these aforementioned non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” within this Item 2 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.

The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as Pillar Two, provides guidance for a global minimum tax. This guidance lays out a common approach for adopting the global minimum tax and enacting local legislation codifying the provisions that all 142 countries in the Inclusive Framework agreed to by consensus. The European Union (“EU”) member states have agreed to adopt these rules in two stages. The first component became effective on January 1, 2024, and the second component became effective January 1, 2025. Non-EU countries have enacted or are expected to enact legislation on a similar timeline. Certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework, while several other countries are expected to also implement similar legislation with varying effective dates in the future. When and how this framework is adopted or enacted by the various countries in which we do business will increase tax complexity and may increase uncertainty and adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions. The Company has done a preliminary review of currently enacted legislation. The implementation did not have a material impact on the Company’s condensed consolidated financial statements during the three and six months ended MarchJune 31,30, 2026, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future. However, the Company will continue to evaluate the potential impact of Pillar Two on the Company and its results as additional countries adopt legislation and issue individual guidance on their enacted legislation.

Three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025

Net sales were $7,620.1$8,758.1 in the firstsecond quarter of 2026 compared to $4,811.0$5,650.3 in the firstsecond quarter of 2025, representing an increase of 58%55% in U.S. dollars, 57%54% in constant currencies and 33%30% organically (excluding both currency and acquisition impacts; unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes), compared to the prior year period. The increase in net sales in the firstsecond quarter of 2026 was driven by strong organic growth in all three of the Company’s operating segments, along with contributions from the Company’s acquisition program, as described below. From an end market standpoint, the increase in net sales in the firstsecond quarter of 2026 relative to the prior year period was driven by outsized organic growth in the information technology and data communications (“IT datacom”) market, and strong organic growth in the industrial, defense anddefense, commercial aerospace and mobile devices markets, along with contributions from the Company’s acquisition program.

Net sales in the Communications Solutions segment (approximately 60%62% of net sales) in the firstsecond quarter of 2026 increased 88%85% in U.S. dollars, 87%84% in constant currencies and 47%42% organically, compared to the firstsecond quarter of 2025. The increase in the firstsecond quarter of 2026 was driven by outsized organic growth in the IT datacom market, with particular strength in artificial intelligence (“AI”)-related applications, as well as strong organic growth in the industrial, mobile devices and automotive markets, along with contributions from the Company’s acquisition program. Net sales in the Communications Solutions segment (approximately 60% of net sales) in the first six months of 2026 increased 86% in U.S. dollars, 86% in constant currencies and 44% organically, compared to the first six months of 2025. The increase in the first six months of 2026 was driven by outsized organic growth in the IT datacom market, with particular strength in AI-related applications, as well as strong organic growth in the industrial market, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 21% of net sales) in the second quarter of 2026 increased 28% in U.S. dollars, 28% in constant currencies and 22% organically, compared to the second quarter of 2025. The increase in the second quarter of 2026 was driven by strong organic growth in the defense, industrial, commercial aerospace and IT datacom markets, along with contributions from the Company’s acquisition program. Net sales in the Harsh Environment Solutions segment (approximately 22% of net sales) in the first quartersix months of 2026 increased 34%31% in U.S. dollars, 31%30% in constant currencies and 23%22% organically, compared to the first quartersix months of 2025. The increase in the first quartersix months of 2026 was driven by strong organic growth in the defense, industrial, commercial aerospace, automotiveIT datacom and IT datacomautomotive markets, along with contributions from the Company’s acquisition program.

Net sales in the Interconnect and Sensor Systems segment (approximately 17% of net sales) in the second quarter of 2026 increased 17% in U.S. dollars, 16% in constant currencies and 13% organically, compared to the second quarter of 2025. The increase in the second quarter of 2026 was driven by strong organic growth in the IT datacom market, with particular strength in AI-related applications, along with contributions from the Company’s acquisition program. Net sales in the Interconnect and Sensor Systems segment (approximately 18% of net sales) in the first quartersix months of 2026 increased 23%20% in U.S. dollars, 20%18% in constant currencies and 17%15% organically, compared to the first quartersix months of 2025. The increase in the first quartersix months of 2026 was driven by outsized organic growth in the IT datacom market, with particular strength in AI-related applications, along with contributions from the Company’s acquisition program.

The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S. GAAP financial measures, by segment, geography and consolidated, for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025:

The comparatively weaker U.S. dollar for the second quarter and first quartersix months of 2026 had the effect of increasing sales by approximately $89.9$46.5 and $136.4 for such period,periods, relative to the comparable periodperiods in 2025.

Operating expenses (defined as Cost of sales and Selling, general and administrative expenses) were $5,671.4,$6,150.0, or 74.4%70.2% of net sales, for the firstsecond quarter of 2026, compared to $3,742.2,$4,219.5, or 77.8%74.7% of net sales, for the firstsecond quarter of 2025. Operating income was $1,831.8,$2,584.6, or 24.0%29.5% of net sales, for the firstsecond quarter of 2026, compared to $1,024.8,$1,418.8, or 21.3%25.1% of net sales, for the firstsecond quarter of 2025. The decrease in Operating expenses as a percentage of net sales and increase in Operating income as a percentage of net sales infor the firstsecond quarter of 2026 was primarily driven by strong operating performance and disciplined cost control, which generated strong operating leverage on the significant growth experienced during the period, and to a lesser extent, due to a net benefit of $80.0 related to the recovery of International Emergency Economic Powers Act (“IEEPA”) tariffs, partially offset by the effect of acquisitions, which currently have higher Operating expenses as a percentage of net sales compared to the Company average. Operating income for the firstsecond quarter of 2026 includes $248.9$23.5 of acquisition-related expenses, comprised of (i) the non-cash amortization of the value associated with acquired backlog resulting from the CommScope and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $116.9 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $132.0 associated with the CommScope acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).acquisition. Operating income for the firstsecond quarter of 2025 includes $104.9$28.9 of acquisition-related expensesexpenses, comprised of (i) the non-cash amortization related to the value associated with the acquired backlog resulting from the acquisition of the Outdoor Wireless Networks segment and Distributed Antenna Systems business of Vistance Networks, Inc. (collectively, “Andrew”) and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $44.0$12.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $60.9$16.9 associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Operating income for the Communications Solutions segment for the second quarter and first quartersix months of 2026 was $1,389.4,$1,808.3, or 33.6% of net sales, and $3,197.7, or 32.2% of net sales, respectively, compared to $890.7, or 30.6% of net sales, comparedand to $660.8,$1,551.5, or 27.4%29.1% of net sales, for the firstsecond quarter and first six months of 2025.2025, respectively. The increaseincreases in operating margin for the Communications Solutions segment relative to the comparable periodperiods in 2025 waswere primarily driven by strong operating leverage on the significantly higher organic sales volumes, and to a lesser extent, due to a net benefit related to the recovery of IEEPA tariffs, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Operating income for the Harsh Environment Solutions segment for the second quarter and first quartersix months of 2026 was $473.3,$559.3, or 28.0%30.1% of net sales, and $1,032.6, or 29.1% of net sales, respectively, compared to $311.2,$363.7, or 24.5%25.2% of net sales, and $674.9, or 24.9% of net sales, for the firstsecond quarter and first six months of 2025.2025, respectively. The increaseincreases in operating margin for the Harsh Environment Solutions segment relative to the comparable periodperiods in 2025 waswere primarily driven by strong operating leverage on the higher organic sales volumes, and to a lesser extent, due to a net benefit related to the recovery of IEEPA tariffs, slightly offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Operating income for the Interconnect and Sensor Systems segment for the second quarter and first quartersix months of 2026 was $281.7,$318.9, or 20.2%21.0% of net sales, and $600.6, or 20.6% of net sales, respectively, compared to $204.5,$252.3, or 18.1%19.5% of net sales, and $456.8, or 18.8% of net sales, for the second quarter and first quartersix months of 2025, respectively. The increaseincreases in operating margin for the Interconnect and Sensor Systems segment relative to the comparable periodperiods in 2025 waswere primarily driven by strong operating leverage on the higher organic sales volumes.

Interest expense for the second quarter and first quartersix months of 2026 was $207.9,$213.7 and $421.6, respectively, compared to $76.5$80.9 and $157.4, for the firstsecond quarter and first six months of 2025.2025, respectively. The increaseincreases in interest expense for both the second quarter and first quartersix months of 2026 waswere primarily driven by higher average borrowing levels, resulting from the issuances of new seniorSenior notesNotes during 2025 and 2026, and borrowings under the Delayed Draw Term Loans to fund all or part of acquisitions, including the CommScope acquisition (as defined and discussed below within this Item 2 and in Note 11 of the accompanying Notes to Condensed Consolidated Financial Statements herein). Refer to Note 4 of the Notes to Condensed Consolidated Financial Statements for further information related to the Company’s debt.

Provision for income taxes for the second quarter and first quartersix months of 2026 was at an effective tax rate of 42.7%,25.3% comparedand to32.4%, 22.7%,respectively. Provision for income taxes for the firstsecond quarter and first six months of 2025.2025 was at an effective tax rate of 18.3% and 20.2%, respectively. Various items incurred in the second quarter and first quartersix months of 2026 and 2025 impacted the effective tax rate and earnings per share by the amounts noted in the tables below. For the second quarter and first quartersix months of 2026 and 2025, these items included excess tax benefits resulting from stock option exercise activity, as well as the tax effect of the aforementioned acquisition-related expenses incurred during thesuch period.periods. In addition, forFor the firstthree quarterand ofsix months ended June 30, 2026, the effective tax rate was further impacted by anincome accrualtax related accruals of $39.0 and $169.0, respectively. The amounts recorded ofduring $130.0the resultingthree months ended March 31, 2026 primarily result from unfavorable determinations received from relevant tax authorities in China regarding the previously disclosed tax inquiries into certain of the Company’s prior period tax positions,positions. asThe wellamounts asrecorded during the three months ended June 30, 2026 primarily relate to reserves for potential settlement of various foreign tax matters. In addition, for the six months ended June 30, 2026, the Company recorded the previously disclosed $160.0 in additional tax obligations related to China resulting from the Company’s reassessment of certain tax rate assumptions applied to prior years’ results not subject to the tax inquiries. As a result of this matter, as well as a continued shift in income to higher-tax jurisdictions, during the threesix months ended MarchJune 31,30, 2026, the Company increased its Adjusted Effective Tax Rate to 27.0%. Therefore, excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 2, for both the three and six months ended MarchJune 31,30, 2026 was 27.0%, and for both the three and six months ended June 30, 2025 was 27.0% and 24.5%, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results. Refer to Note 6 of the Notes to Condensed Consolidated Financial Statements for further information related to income taxes.

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $933.0$1,769.2 and $0.72,$1.37, respectively, for the firstsecond quarter of 2026, compared to $737.8$1,091.3 and $0.58,$0.86, respectively, for the firstsecond quarter of 2025. Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section below within this Item 2, were $1,372.7$1,745.7 and $1.06,$1.35, respectively, for the firstsecond quarter of 2026, compared to $799.8$1,030.1 and $0.63,$0.81, respectively, for the second quarter of 2025. Net income attributable to Amphenol Corporation and Diluted EPS were $2,702.2 and $2.10, respectively, for the first quartersix months of 2026, compared to $1,829.1 and $1.44, respectively, for the first six months of 2025. Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $3,118.4 and $2.42, respectively, for the first six months of 2026, compared to $1,829.9 and $1.44, respectively, for the first six months of 2025.

The following tabletables reconcilesreconcile Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the three and six months ended MarchJune 31,30, 2026 and 2025:

As of MarchJune 31,30, 2026 and December 31, 2025, the Company had cash, cash equivalents and short-term investments of $4,583.1$5,419.1 and $11,434.2, respectively. As of MarchJune 31,30, 2026, the majority of the Company’s cash, cash equivalents and short-term investments on hand was located outside of the United States. However, as of December 31, 2025, more than half of the Company’s cash, cash equivalents, and short-term investments on hand was located in the United States, primarily as a result of the proceeds from the issuance of the November Senior Notes, which were subsequently used to fund the CommScope acquisition.

The Company’s primary sources of liquidity are internally generated cash provided by operating activities, cash, cash equivalents and short-term investments on hand, as well as availability under the Commercial Paper Programs and the Revolving Credit Facility (both as defined below). The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed in the first quartersix months of 2026 infor connectionvarious withdebt the issuance of the 2031 Euro Notes and the drawing of the Delayed Draw Term Loansissuances), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations. The Company’s debt instruments are defined and discussed in more detail below within this Item 2.

The Company’s primary ongoing cash requirements will be for operating and working capital needs, capital expenditures, product development activities, repurchases of our Common Stock, dividends, debt service, taxes due upon the repatriation of foreign earnings (which will be payable upon the repatriation of such earnings), funding of pension obligations, funding of acquisitions, and other contractual obligations and commitments included in Item 7 of the 2025 Annual Report. The Company has funded all of its recent acquisitions entirely with a combination of cash on hand and net proceeds from its debt instruments, including the CommScope acquisition, and may fund future acquisitions all or in part with cash. The Company’s debt service requirements primarily consist of principal and interest on the Company’s Senior Notes and Delayed Draw Term Loans, and to the extent of any amounts outstanding, the Revolving Credit Facility and Commercial Paper Programs. As of MarchJune 31,30, 2026 and December 31, 2025, the Company had no borrowings outstanding under the Revolving Credit Facility and Commercial Paper Programs. However, the Company borrowed under the U.S. Commercial Paper Program during the first six months of 2026 from time to time, the proceeds of which were used for general corporate purposes. Although all such borrowings were repaid before the end of the second quarter of 2026, the Company may make additional borrowings under the Revolving Credit Facility and the Commercial Paper Programs in the future. As of June 30, 2026, the Company had $934.1 and $1,534.1 outstanding under the 364-Day Delayed Draw Term Loan and Three-Year Delayed Draw Term Loan, respectively. On July 2, 2026 and on July 27, 2026, the Company used cash on hand to repay $300.0 and $234.1, respectively, of the outstanding balance under the 364-Day Delayed Draw Term Loan. As of the date these condensed consolidated financial statements were issued, the carrying amount of the 364-Day Delayed Draw Term Loan was $400.0. As of December 31, 2025, the Company had no borrowings outstanding under either Delayed Draw Term Loan. To the extent that interest rates change related to floating interest rate debt and the Company has outstanding borrowings under any of our floating rate debt instruments (Commercial Paper Programs, Revolving Credit Facility and the Delayed Draw Term Loans), our interest expense and interest payments will be impacted accordingly. Although the Company does not expect changes in interest rates to have a material effect on net income or cash flows for the remainder of 2026, there can be no assurance that interest rates will not change significantly from current levels.

InAs previously disclosed, in connection with the previously disclosed tax matter in China, the Company received unfavorable determinations from the relevant tax authorities regarding certain of the Company’s prior period tax positions. As a result of these unfavorable determinations, the Company received tax payment notices totaling $230.0. To fully accrue for this amount, the Company recorded an accrual of $130.0 during the three months ended March 31, 2026, which was in addition to the accrual of $100.0 recorded in the three months ended December 31, 2025. During the second quarter of 2026, the $230.0 was paid in full. In addition, the recent developments of the aboveChina tax matter also resulted in the CompanyCompany’s reassessingreassessment during the three months ended March 31, 2026, of certain tax rate assumptions applied to prior years’ results not subject to the China tax inquiries. This reassessment resulted in the Company recording $160.0 of additional tax obligations in the three months ended March 31, 2026.

The Company has previously indicated an intention to repatriate most of its pre-2026 accumulated earnings and has accrued the foreign and U.S. state and local taxes, if applicable, on those earnings, as appropriate. The associated tax payments are due as the repatriations are made. The Company intends to indefinitely reinvest the remaining pre-2026 foreign earnings. As of MarchJune 31,30, 2026, the Company has accrued the foreign and U.S. state and local taxes associated with the foreign earnings that it intends to repatriate. The Company intends to evaluate future earnings for repatriation, and will accrue for those distributions where appropriate, and to indefinitely reinvest all other foreign earnings.

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 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 three and six months ended MarchJune 31,30, 2026. 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.

The following table summarizes the Company’s cash flows from operating, investing and financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025, as reflected in the Condensed Consolidated Statements of Cash Flow:

The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths. Net cash provided by operating activities (“Operating Cash Flow”) was $1,121.5$2,678.7 in the first threesix months of 2026 compared to $764.9$2,181.7 in the first threesix months of 2025. The increase in Operating Cash Flow for the first threesix months of 2026 compared to the first threesix months of 2025 is primarily due to the increase in net income and the non-cash addback of depreciation and amortization, partially offset by a higher usage of cash related to the change in working capital.

In the first threesix months of 2026, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $499.8,$1,176.4, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $445.5,$1,310.7, inventories of $156.0,$579.0, and prepaid expenses and other current assets of $72.7,$221.1, and a decrease in accrued income taxes of $132.3, partially offset by an increase in accounts payable of $107.4$804.1 and an increase in accrued liabilities, including income taxes,liabilities of $67.0.$262.3. In the first threesix months of 2025, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $271.3,$374.3, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $333.5,$591.4, inventories of $117.2$277.3 and prepaid expenses and other current assets of $110.9,$136.0, partially offset by increases in accounts payable of $167.7$360.7 and accrued liabilities, including income taxes, of $100.3.$269.7.

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at MarchJune 31,30, 2026 as compared to December 31, 2025. Accounts receivable increased $1,155.8$2,073.0 to $5,872.9,$6,790.1, primarily due to the higher sales in the firstsecond quarter of 2026 relative to the fourth quarter of 2025, along with the impact of the CommScopethree acquisitionacquisitions (collectively, the “2026 Acquisitions”) that closed during the first quartersix months of 20262026, andpartially offset by the effect of translation from exchange rate changes (“Translation”) at MarchJune 31,30, 2026 compared to December 31, 2025. Days sales outstanding at MarchJune 31,30, 2026 and December 31, 2025 were 6869 days and 66 days, respectively. Inventories increased $661.9$1,126.7 to $4,086.8,$4,551.6, primarily due to the impact of the CommScope2026 acquisitionAcquisitions, along with the impact of higher sales in the second quarter of 2026 relative to the fourth quarter of 2025, and Translation. Inventory days at MarchJune 31,30, 2026 and December 31, 2025 were 7876 days and 77 days, respectively. Prepaid expenses and other current assets increased $149.9$365.0 to $840.9,$1,056.0, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the CommScope2026 acquisitionAcquisitions, andpartially offset by Translation. Property, plant and equipment, net, increased $383.0$626.6 to $2,688.6,$2,932.2, primarily due to capital expenditures of $291.6,$647.1, and the impact of the CommScope2026 acquisition and Translation,Acquisitions, partially offset by depreciation of $200.6.$413.0 and Translation. Goodwill increased $6,967.5$6,979.3 to $17,542.9, primarily$17,554.7, driven by goodwill recognized from the 2026 Acquisitions, primarily the CommScope acquisition, partially offset by Translation. Other intangible assets, net, increased $3,159.7$3,047.5 to $5,401.1, primarily$5,288.9, due to the recognition of certain intangible assets related to the 2026 Acquisitions, primarily the CommScope acquisition, partially offset by the amortization associated with the Company’s current intangible assets and Translation. Other long-term assets increased $270.2$366.7 to $1,117.5,$1,214.0, primarily due to an increase in operating lease right-of-use assets resulting from new and renewed lease agreements entered into during the first quartersix months of 2026 as well as acquired leases resulting from the CommScope2026 acquisition and Translation.Acquisitions. Accounts payable increased $519.6$1,347.2 to $3,181.5,$4,009.1, primarily due to increased purchasing activity related to the higher sales levels in the firstsecond quarter of 2026 relative to the fourth quarter of 2025, along with the impact of the CommScope2026 acquisitionAcquisitions and Translation. Payable days at MarchJune 31,30, 2026 and December 31, 2025 were 6169 days and 60 days, respectively. Total accrued expenses, including accrued income taxes, increased $479.9$590.9 to $3,683.6,$3,794.6, primarily as a result of increases in accrued interest, accrued incomesalaries, taxeswages and employee benefits and various other accrued expenses, along with the impact of the CommScope2026 acquisitionAcquisitions and Translation, partially offset by a decrease in accrued salaries,income wages and employee benefits.taxes. Other long-term liabilities, including deferred tax liabilities, increased $1,053.3$1,189.2 to $2,274.7,$2,410.6, primarily due to an increase in long-term deferred income taxes largely as a result of the CommScope acquisition, an increase in lease liabilities resulting from new and renewed lease agreements entered into during the first threesix months of 2026 as well as acquired leases resulting from the CommScope acquisition, and increases in various other long-term liabilities and Translation.liabilities.

In addition to Operating Cash Flow, the Company also considers Free Cash Flow, a non-GAAP financial measure defined in the “Non-GAAP Financial Measures” section below, as a key metric in measuring the Company’s ability to generate cash. The following table reconciles Free Cash Flow to its most directly comparable U.S. GAAP financial measure for the threesix months ended MarchJune 31,30, 2026 and 2025.

Net cash used in investing activities was $11,030.8$11,703.6 in the first threesix months of 2026, compared to $2,352.6$2,964.2 in the first threesix months of 2025. In the first threesix months of 2026, net cash used in investing activities was primarily driven by the use of $10,592.9$10,684.0 to fund the 2026 Acquisitions, primarily the CommScope acquisition, capital expenditures (net of disposals) of $290.3$642.0 and net purchases of short-term investments of $148.7.$375.6. In the first threesix months of 2025, net cash used in investing activities was primarily driven by the use of $2,172.2$2,483.2 to fund acquisitions and capital expenditures (net of disposals) of $184.5, partially offset by net sales and maturities of short-term investments of $4.1.$480.0.

Net cash provided by financing activities was $2,898.3$2,585.2 in the first threesix months of 2026, compared to net cash used in financing activities of $88.6$612.3 in the first threesix months of 2025. In the first threesix months of 2026, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $3,645.1,$4,927.2, primarily related to the borrowings under the Delayed Draw Term Loans and the issuanceissuances of the 2029 Euro Notes, the 2031 Euro Notes, and the 2034 Euro Notes (each as defined below), and (ii) cash proceeds of $95.9$200.6 from the exercise of stock options, partially offset by (a) redemptionrepayments of the 4.750% Senior Notes and other long-term debt of $350.0,$1,535.7, (b) dividend payments of $306.7, and$614.0, (c) repurchases of the Company’s Common Stock of $178.0.$386.0, and (d) payments of $11.7 related to debt financing costs associated with the Company’s issuances of the 2029 Euro Notes, the 2031 Euro Notes, and the 2034 Euro Notes. In the first threesix months of 2025, net cash usedprovided inby financing activities was largely driven by net cash proceeds from borrowings of $1,430.0, primarily drivenrelated to the issuance of the 2028 Senior Notes and the 2032 Euro Notes (both as defined below), and cash proceeds of $333.8 from the exercise of stock options, partially offset by (i) redemption of the 2.050% Senior Notes of $400.0, (ii) dividend payments of $199.5, and$399.1, (iii) repurchases of the Company’s Common Stock of $180.9, partially offset by (a) borrowings under the U.S. Commercial Paper Program of $639.8,$341.0, and (biv) cash proceedspayments of $53.2$9.1 fromrelated to debt financing costs associated with the exerciseCompany’s issuances of stockthe options.2028 Senior Notes and the 2032 Euro Notes.

The Company has an amended and restated $3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures in March 2029 and gives the Company and certain of its subsidiaries the ability to borrow, in various currencies, at a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates, in the case of U.S. dollar borrowings, are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). The Company may utilize the Revolving Credit Facility for general corporate purposes. As of June 30, 2026 and December 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. On June 30, 2026, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

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. On January 9, 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. On March 31, 2026, the Company was in compliance with the financial covenants under each Delayed Draw Term Loan.

The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which the Company may issue short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) in one or more private placements in the United States. As of MarchJune 31,30, 2026, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes. The Company borrowed under the U.S. Commercial Paper Program throughout much of the first quartersix months of 2026, the proceeds of which were used for general corporate purposes. Before the end of the firstsecond quarter of 2026, the Company repaid all of its USCP Notes outstanding using cash on hand. As of MarchJune 31,30, 2026 and December 31, 2025, there were no USCP Notes outstanding.

The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. The maximum aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions. The Company did not borrow under the Euro Commercial Paper Program during the first quartersix months of 2026, and, as of MarchJune 31,30, 2026 and December 31, 2025, there were no ECP Notes outstanding.

Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. In conjunction with the Revolving Credit Facility, as of MarchJune 31,30, 2026, 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 in the aggregate. 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. The 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 MarchJune 31,30, 2026, the Company has outstanding senior notes (the “Senior Notes”) as follows:

On MarchMay 30,12, 2026, the Euro IssuerCompany issued €500.0600.0 (approximately $586.7$702.0 at date of issuance) aggregate principal amount of unsecured 3.625%3.375% Senior Notes due March 30, 20312029 (the “20312029 Euro Notes”) and €500.0 aggregate principal amount ($585.0 at date of issuance) of unsecured 3.875% Senior Notes due 2034 (the “2034 Euro Notes”). TheInterest 2031 Euro Notes are unsecured and rank equally in right of payment with all ofon the Euro Issuer’s other unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing2029 Euro Notes and the 2032 Euro Notes. Interest on the 20312034 Euro Notes is payable annually on MarchMay 3012 of each year, commencing on MarchMay 30,12, 2027. The Company intends to useused the net proceeds to repay borrowings under the 0.750%U.S. EuroCommercial SeniorPaper NotesProgram dueand May364-Day 4,Delayed 2026Draw atTerm maturityLoan, and for general corporate purposes.

On June 16, 2025, the Company issued €600.0 (approximately $685.9 at date of issuance) aggregate principal amount of unsecured 3.125% Senior Notes due June 16, 2032 (the “2032 Euro Notes”). The 2032 Euro 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 Existing Euro Notes and the 2031 Euro Notes. Interest on the 2032 Euro Notes is payable annually on June 16 of each year, commencing on June 16, 2026. The Company may, at its option, redeem some or all of the 2032 Euro Notes at any time, subject to certain terms and conditions. The Company used net proceeds from the 2032 Euro Notes to repay borrowings under the U.S. Commercial Paper Program and for general corporate purposes.

The Euro Issuer has two additional outstanding unsecured senior notes issued in Europe (the “Existing2028 Euro NotesNotes,”, together with the 2029 Euro Notes, the 2031 Euro Notes, the 2032 Euro Notes and the 20322034 Euro Notes, the “Euro NotesNotes,” and,and the Euro Notes together with the U.S. Senior Notes, the “Senior Notes”), each of which waswere issued with an aggregate principal amount of €500.0,500.0 withand onebear seriesinterest at a rate of the2.000%. ExistingThe 2028 Euro Notes maturingwere in May 2026 and the otherissued in October 2028. The Existing Euro Notes are unsecured2018 and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteedmature on aOctober senior8, unsecured basis by the Company.2028. Interest on eachthe series of Existing2028 Euro Notes is payable annually. The Company may, at its option, redeem some or all of either series of Existing Euro Notes at any time, subject to certain terms and conditions.

The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. On MarchJune 31,30, 2026, the Company was in compliance with all requirements under its Senior Notes. Refer to Note 4 of the Notes to Condensed Consolidated Financial Statements for further information related to the Company’s debt.

On April 23, 2024, the Board authorized a stock repurchase program under which the Company may purchase up to $2,000.0 of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program became effective on April 29, 2024. During the three and six months ended MarchJune 31,30, 2026, the Company repurchased 1.31.5 million and 2.8 million shares of its Common Stock for $178.0$208.0 and $386.0, respectively, under the 2024 Stock Repurchase Program. All ofOf the repurchasedtotal sharesrepurchases made during the six months ended June 30, 2026 under the 2024 Stock Repurchase ProgramProgram, during1.5 million shares, or $208.0, have been retired by the threeCompany, monthswith endedthe Marchremainder 31,of 2026the wererepurchased shares retained in Treasury stock at the time of repurchase. From AprilJuly 1, 2026 to AprilJuly 28, 2026, the Company repurchased 0.30.5 million additional shares of its Common Stock for $44.2,$74.0, and, as of AprilJuly 29, 2026, the Company has remaining authorization to purchase up to $648.8$411.1 of its Common Stock under the 2024 Stock Repurchase Program. The timing and amount of any future repurchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.

The following table summarizes the declared quarterly dividends per share as well as the dividends declared and paid during the three and six months ended MarchJune 31,30, 2026 and 2025:

During the threesix months ended MarchJune 31,30, 2026, the Company completed three acquisitions (collectively, the “2026 Acquisitions”), including the acquisition of CommScope for approximately $10,592.9,$10,684.0, net of cash acquired. CommScope hasand one other acquisition have been included in the Communications Solutions segment, and one acquisition has been included in the Interconnect and Sensor Systems segment. The CommScope2026 acquisitionAcquisitions waswere funded through a combination of net proceeds from the November Senior Notes, the Delayed Draw Term Loans and cash on hand.

During the three months ended MarchJune 31,30, 2026, the Company incurred a total of $248.9$23.5 ($200.6$18.0 after-tax) of acquisition-related expenses, comprised of the non-cash amortization related to the value associated with acquired backlog resulting from the CommScope acquisition (such acquisition-related expenses are presented separately in the Condensed Consolidated Statements of Income). During the six months ended June 30, 2026, the Company incurred a total of $272.4 ($218.6 after-tax) of acquisition-related expenses, comprised of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the CommScope and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $116.9$140.4 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $132.0 associated with the CommScope acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

During the three and six months ended MarchJune 31,30, 2025, the Company incurred a total of $104.9$28.9 ($82.1$24.1 after-tax) and $133.8 ($106.3 after-tax), respectively, of acquisition-related expenses, comprised of (i) the non-cash amortization related to the value associated with the acquired backlog resulting from the Andrew acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $44.0$12.0 and $56.0, respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $60.9$16.9 and $77.8, respectively, associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

The non-GAAP financial measures defined below should be read in conjunction with the Company’s financial statements presented in accordance with U.S. GAAP. The reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the three and six months ended MarchJune 31,30, 2026 and 2025 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 2: