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(amounts in millions, except share and per share data, unless otherwise noted)
The following discussion and analysis of the financial condition and results of operations for the three and six months ended June 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.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events and are subject to risks and uncertainties, including but not limited to, the risk factors described in Part I, Item 1A. of the 2025 Annual Report. All statements that address events or developments that we expect or believe may or will occur in the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are based on our management’s assumptions and beliefs about future events or circumstances using information currently available, and as a result, they are subject to risks and uncertainties. The forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, may contain words and terms such as: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “look ahead,” “may,” “ongoing,” “optimistic,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” and other words and terms of similar meaning.
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Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity, effective tax rate, interest rates, anticipated benefits of certain acquisitions, financing sources, the expected timing for the closing of certain acquisitions or other matters. Although the Company believes the expectations reflected in all forward-looking statements are based upon reasonable assumptions, the expectations may not be attained or there may be material deviation. Readers and investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. There are risks and uncertainties that could cause actual results to differ materially from these forward-looking statements, which include, but are not limited to, the following: political, economic, military and other risks related to operating in countries outside the United States, as well as changes in general economic conditions, geopolitical conditions, U.S. and other countries’ trade and tax policies, export control laws, sanctions, legislation, treaties and tariffs and other factors beyond the Company’s control; uncertainties associated with an economic slowdown or recession in any of the Company’s end markets that could negatively affect the financial condition of our customers and could result in reduced demand; risks associated with our inability to obtain certain raw materials and components, as well as the increasing cost of certain of the Company’s raw materials and components; cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to our and third-party providers’ information technology systems, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks, that continue to expand and evolve, including through the use of artificial intelligence and machine learning, which could, among other things, impair our information technology systems and disrupt business operations, result in reputational damage that may cause the loss of existing or future customers, loss of our intellectual property, 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, and potentially lead to litigation and/or governmental investigations, fines and other penalties, among other risks, and risks and impacts associated with an increasingly demanding regulatory environment surrounding information security and privacy, including significant fines, penalties and other related costs; negative impacts caused by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change; risks associated with the improper conduct by any of our employees, customers, suppliers, distributors or any other business partners which could impair our business reputation and financial results and could result in our non-compliance with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions; changes in exchange rates of the various currencies in which the Company conducts business; the risks associated with the Company’s dependence on attracting, recruiting, hiring and retaining skilled employees, including as part of our various management teams; risks and difficulties in trying to compete successfully on the basis of technology innovation, product quality and performance, price, customer service and delivery time; the Company’s dependence on end market dynamics to sell its products, particularly certain end markets that are subject to cyclical and at times rapid periods of reduced demand; difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses, including the potential for the impairment of goodwill and other intangible assets; events beyond the Company’s control that could lead to an inability to meet its financial and other covenants and requirements, which could result in a default under the Company’s credit agreements or any of our various senior notes; risks associated with increased debt and interest expense as a result of the CommScope acquisition; risks associated with the Company’s inability to access the global capital markets on favorable terms, including as a result of significant deterioration of general economic or capital market conditions, or as a result of a downgrade in the Company’s credit rating; changes in interest rates; government contracting risks that the Company may be subject to, including laws and regulations governing reporting obligations, performance of government contracts and related risks associated with conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly); governmental export and import controls as well as sanctions and trade embargoes that certain of our products may be subject to, including export licensing, customs regulations, economic sanctions and other laws; changes in fiscal and tax policies, audits and examinations by taxing authorities, laws, regulations and guidance in the United States and foreign jurisdictions, as well as challenges from tax authorities on the Company’s tax positions; any difficulties in enforcing and protecting the Company’s intellectual property rights; litigation, customer claims, voluntary or forced product recalls, governmental investigations, criminal liability or environmental matters including changes to laws and regulations to which the Company may be subject; and incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change and other sustainability matters.
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A further description of these uncertainties and other risks can be found in the 2025 Annual Report, Quarterly Reports on Form 10-Q and the Company’s other reports filed with the Securities and Exchange Commission. These or other uncertainties not identified in these documents (that we either currently do not expect to have an adverse effect on our business or that we are unable to predict or identify at this time) may cause the Company’s actual future results to be materially different from those expressed in any forward-looking statements. Our forward-looking statements may also be impacted by, among other things, future tax, regulatory and other legal changes that may arise in any of the jurisdictions in which we operate. The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.
Reportable Business Segments
The Company aligns its businesses into the following three reportable business segments:
●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 interconnect products; coaxial, fiber optic and high-speed cable; antennas; and other products for use in the information technology and data communications, mobile devices, industrial, communications networks, automotive, commercial aerospace and defense end markets.
●Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, communications networks and information technology and data communications end markets.
●Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, communications networks, defense and commercial aerospace end markets.
Refer to Note 13 of the Notes to Condensed Consolidated Financial Statements, as well as the 2025 Annual Report, for further details related to the Company’s reportable business segments.
Pillar Two Framework
The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as Pillar Two, provides guidance for a global minimum tax. This guidance lays out a common approach for adopting the global minimum tax and enacting local legislation codifying the provisions that all 142 countries in the Inclusive Framework agreed to by consensus. The European Union (“EU”) member states have agreed to adopt these rules in two stages. 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 June 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.
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Results of Operations
Three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
Net sales were $8,758.1 in the second quarter of 2026 compared to $5,650.3 in the second quarter of 2025, representing an increase of 55% in U.S. dollars, 54% in constant currencies and 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 second 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 second 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, commercial aerospace and mobile devices markets, along with contributions from the Company’s acquisition program.
Net sales were $16,378.2 in the first six months of 2026 compared to $10,461.3 in the first six months of 2025, which represented an increase of 57% in U.S. dollars, 55% in constant currencies and 32% organically (excluding both currency and acquisition impacts), compared to the prior year period. The increase in net sales in the first six months 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 first six months of 2026 relative to the prior year period was driven by outsized organic growth in the IT datacom market, and strong organic growth in the industrial, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program.
Net sales in the Communications Solutions segment (approximately 62% of net sales) in the second quarter of 2026 increased 85% in U.S. dollars, 84% in constant currencies and 42% organically, compared to the second quarter of 2025. The increase in the second 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 six months of 2026 increased 31% in U.S. dollars, 30% in constant currencies and 22% organically, compared to the first six months of 2025. The increase in the first six months of 2026 was driven by strong organic growth in the defense, industrial, commercial aerospace, IT datacom and automotive markets, along with contributions from the Company’s acquisition program.
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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 six months of 2026 increased 20% in U.S. dollars, 18% in constant currencies and 15% 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, 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 June 30, 2026 compared to the three and six months ended June 30, 2025:
Percentage Growth (relative to same prior year period) (1)
Net sales Foreign Constant Organic
growth in currency Currency Net Acquisition Net Sales
U.S. Dollars (2) impact (3) Sales Growth (4) impact (5) Growth (4)
Three Months Ended June 30, 2026 2025 (GAAP) (non-GAAP) (non-GAAP) (non-GAAP) (non-GAAP)
Net sales by:
Segment:
Communications Solutions $ 5,383.6 $ 2,909.8 85 % 1 % 84 % 42 % 42 %
Harsh Environment Solutions 1,856.8 1,445.2 28 % 1 % 28 % 6 % 22 %
Interconnect and Sensor Systems 1,517.7 1,295.3 17 % 1 % 16 % 3 % 13 %
Consolidated $ 8,758.1 $ 5,650.3 55 % 1 % 54 % 24 % 30 %
Geography (6):
United States $ 3,413.8 $ 1,937.3 76 % — % 76 % 52 % 23 %
Foreign 5,344.3 3,713.0 44 % 1 % 43 % 10 % 33 %
Consolidated $ 8,758.1 $ 5,650.3 55 % 1 % 54 % 24 % 30 %
Six Months Ended June 30,
Net sales by:
Segment:
Communications Solutions $ 9,918.3 $ 5,323.5 86 % 1 % 86 % 41 % 44 %
Harsh Environment Solutions 3,549.9 2,713.4 31 % 1 % 30 % 7 % 22 %
Interconnect and Sensor Systems 2,910.0 2,424.4 20 % 2 % 18 % 3 % 15 %
Consolidated $ 16,378.2 $ 10,461.3 57 % 1 % 55 % 24 % 32 %
Geography (6):
United States $ 6,365.6 $ 3,580.9 78 % — % 78 % 51 % 27 %
Foreign 10,012.6 6,880.4 46 % 2 % 44 % 9 % 35 %
Consolidated $ 16,378.2 $ 10,461.3 57 % 1 % 55 % 24 % 32 %
(1) Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.
(2) Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Condensed Consolidated Statements of Income and Note 13 of the Notes to Condensed Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S. GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.
(3) Foreign currency impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting period(s) compared to the same respective period(s) in the prior year. Such amount is calculated by subtracting net sales for the current reporting period(s) translated at average foreign currency exchange rates for the respective prior year period(s) from net sales for the current reporting period(s), taken as a percentage of the respective prior year period(s) net sales.
(4) Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 2.
(5) Acquisition impact, a non-GAAP measure, represents the percentage impact on net sales resulting from acquisitions that have not been included in the Company’s consolidated results for the full current period(s) and/or prior comparable period(s) presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.
(6) Net sales by geographic area are based on the customer location to which the product is shipped.
The comparatively weaker U.S. dollar for the second quarter and first six months of 2026 had the effect of increasing sales by approximately $46.5 and $136.4 for such periods, relative to the comparable periods in 2025.
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Operating expenses (defined as Cost of sales and Selling, general and administrative expenses) were $6,150.0, or 70.2% of net sales, for the second quarter of 2026, compared to $4,219.5, or 74.7% of net sales, for the second quarter of 2025. Operating income was $2,584.6, or 29.5% of net sales, for the second quarter of 2026, compared to $1,418.8, or 25.1% of net sales, for the second 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 for the second 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 second quarter of 2026 includes $23.5 of acquisition-related expenses, comprised of the non-cash amortization of the value associated with acquired backlog resulting from the CommScope acquisition. Operating income for the second quarter of 2025 includes $28.9 of acquisition-related expenses, comprised of (i) the non-cash amortization related to the value associated with 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 $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 $16.9 associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).
Operating expenses were $11,821.4, or 72.2% of net sales, for the six months ended June 30, 2026, compared to $7,961.7, or 76.1% of net sales, for the six months ended June 30, 2025. Operating income was $4,416.4 or 27.0% of net sales, for the six months ended June 30, 2026, compared to $2,443.6, or 23.4% of net sales, for the six months ended June 30, 2025. The decrease in Operating expenses as a percentage of net sales and increase in Operating income as a percentage of net sales for the six months ended June 30, 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 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 six months ended June 30, 2026 includes $272.4 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 $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). Operating income for the six months ended June 30, 2025 includes $133.8 of acquisition-related expenses comprised of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $56.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $77.8 associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).
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Operating income for the Communications Solutions segment for the second quarter and first six months of 2026 was $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, and $1,551.5, or 29.1% of net sales, for the second quarter and first six months of 2025, respectively. The increases in operating margin for the Communications Solutions segment relative to the comparable periods in 2025 were 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 six months of 2026 was $559.3, or 30.1% of net sales, and $1,032.6, or 29.1% of net sales, respectively, compared to $363.7, or 25.2% of net sales, and $674.9, or 24.9% of net sales, for the second quarter and first six months of 2025, respectively. The increases in operating margin for the Harsh Environment Solutions segment relative to the comparable periods in 2025 were 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 six months of 2026 was $318.9, or 21.0% of net sales, and $600.6, or 20.6% of net sales, respectively, compared to $252.3, or 19.5% of net sales, and $456.8, or 18.8% of net sales, for the second quarter and first six months of 2025, respectively. The increases in operating margin for the Interconnect and Sensor Systems segment relative to the comparable periods in 2025 were primarily driven by strong operating leverage on the higher organic sales volumes.
Interest expense for the second quarter and first six months of 2026 was $213.7 and $421.6, respectively, compared to $80.9 and $157.4, for the second quarter and first six months of 2025, respectively. The increases in interest expense for both the second quarter and first six months of 2026 were primarily driven by higher average borrowing levels, resulting from the issuances of new Senior Notes 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 six months of 2026 was at an effective tax rate of 25.3% and 32.4%, respectively. Provision for income taxes for the second quarter and first six months of 2025 was at an effective tax rate of 18.3% and 20.2%, respectively. Various items incurred in the second quarter and first six 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 six 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 such periods. For the three and six months ended June 30, 2026, the effective tax rate was further impacted by income tax related accruals of $39.0 and $169.0, respectively. The amounts recorded during the three 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. The amounts recorded 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 six months ended June 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 June 30, 2026 was 27.0%, and for both the three and six months ended June 30, 2025 was 24.5%, as
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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 $1,769.2 and $1.37, respectively, for the second quarter of 2026, compared to $1,091.3 and $0.86, respectively, for the second 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 $1,745.7 and $1.35, respectively, for the second quarter of 2026, compared to $1,030.1 and $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 six 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 tables reconcile 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 June 30, 2026 and 2025:
Three Months Ended June 30,
2026 2025
Net Income Net Income
attributable Effective attributable Effective
Operating Operating to Amphenol Tax Diluted Operating Operating to Amphenol Tax Diluted
Income (3) Margin (1) Corporation Rate (1) EPS Income Margin (1) Corporation Rate (1) EPS
Reported (GAAP) $ 2,584.6 29.5 % $ 1,769.2 25.3 % $ 1.37 $ 1,418.8 25.1 % $ 1,091.3 18.3 % $ 0.86
Amortization of acquisition-related inventory step-up costs — — — — — 16.9 0.3 12.9 — 0.01
Acquisition-related expenses 23.5 0.3 18.0 — 0.01 12.0 0.2 11.2 (0.2) 0.01
Excess tax benefits related to stock-based compensation — — (80.5) 3.4 (0.06) — — (85.3) 6.3 (0.07)
Discrete tax items — — 39.0 (1.6) 0.03 — — — — —
Adjusted (non-GAAP) (2) $ 2,608.1 29.8 % $ 1,745.7 27.0 % $ 1.35 $ 1,447.7 25.6 % $ 1,030.1 24.5 % $ 0.81
Six Months Ended June 30,
2026 2025
Net Income Net Income
attributable Effective attributable Effective
Operating Operating to Amphenol Tax Diluted Operating Operating to Amphenol Tax Diluted
Income (3) Margin (1) Corporation Rate (1) EPS Income Margin (1) Corporation Rate (1) EPS
Reported (GAAP) $ 4,416.4 27.0 % $ 2,702.2 32.4 % $ 2.10 $ 2,443.6 23.4 % $ 1,829.1 20.2 % $ 1.44
Amortization of acquisition-related inventory step-up costs 132.0 0.8 101.1 (0.1) 0.08 77.8 0.7 59.6 — 0.05
Acquisition-related expenses 140.4 0.9 117.5 (0.4) 0.09 56.0 0.5 46.7 (0.2) 0.03
Excess tax benefits related to stock-based compensation — — (131.4) 3.3 (0.10) — — (105.5) 4.6 (0.08)
Discrete tax items — — 329.0 (8.2) 0.26 — — — — —
Adjusted (non-GAAP) (2) $ 4,688.8 28.6 % $ 3,118.4 27.0 % $ 2.42 $ 2,577.4 24.6 % $ 1,829.9 24.5 % $ 1.44
(1) While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.
(2) All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.
(3) GAAP and Adjusted Operating Income for both the three and six months ended June 30, 2026 included an $80.0, or $0.04 per share, net benefit related to the recovery of IEEPA tariffs.
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Liquidity and Capital Resources
Liquidity and Cash Requirements
As of June 30, 2026 and December 31, 2025, the Company had cash, cash equivalents and short-term investments of $5,419.1 and $11,434.2, respectively. As of June 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 six months of 2026 for various debt issuances), 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.
Cash Requirements from Known Contractual and Other Obligations
The Company’s primary ongoing cash requirements will be for operating and working capital needs, capital expenditures, product development activities, repurchases of our Common Stock, dividends, debt service, 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 June 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.
As previously disclosed, in connection with the 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 developments of the China tax matter also resulted in the Company’s reassessment during the three months ended March 31, 2026, of certain tax rate assumptions applied to prior
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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.
Repatriation of Foreign Earnings and Related Income Taxes
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 June 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.
H.R. 1
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 June 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.
Cash Flow Summary
The following table summarizes the Company’s cash flows from operating, investing and financing activities for the six months ended June 30, 2026 and 2025, as reflected in the Condensed Consolidated Statements of Cash Flow:
Six Months Ended
June 30,
2026 2025
Net cash provided by operating activities $ 2,678.7 $ 2,181.7
Net cash used in investing activities (11,703.6) (2,964.2)
Net cash provided by financing activities 2,585.2 612.3
Effect of exchange rate changes on cash and cash equivalents 38.5 60.2
Net decrease in cash and cash equivalents $ (6,401.2) $ (110.0)
Operating Activities
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 $2,678.7 in the first six months of 2026 compared to $2,181.7 in the first six months of 2025. The increase in Operating Cash Flow for the first six months of 2026 compared to the first six 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 six months of 2026, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $1,176.4, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $1,310.7, inventories of $579.0, and prepaid expenses and other current assets of $221.1, and a decrease in accrued income taxes of $132.3, partially offset by an increase in accounts payable of $804.1 and an increase in accrued liabilities of $262.3. In the first six months of 2025, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $374.3, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $591.4, inventories of $277.3 and prepaid expenses and other current assets of $136.0, partially offset by increases in accounts payable of $360.7 and accrued liabilities, including income taxes, of $269.7.
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The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at June 30, 2026 as compared to December 31, 2025. Accounts receivable increased $2,073.0 to $6,790.1, primarily due to the higher sales in the second quarter of 2026 relative to the fourth quarter of 2025, along with the impact of the three acquisitions (collectively, the “2026 Acquisitions”) that closed during the first six months of 2026, partially offset by the effect of translation from exchange rate changes (“Translation”) at June 30, 2026 compared to December 31, 2025. Days sales outstanding at June 30, 2026 and December 31, 2025 were 69 days and 66 days, respectively. Inventories increased $1,126.7 to $4,551.6, primarily due to the impact of the 2026 Acquisitions, 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 June 30, 2026 and December 31, 2025 were 76 days and 77 days, respectively. Prepaid expenses and other current assets increased $365.0 to $1,056.0, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2026 Acquisitions, partially offset by Translation. Property, plant and equipment, net, increased $626.6 to $2,932.2, primarily due to capital expenditures of $647.1, and the impact of the 2026 Acquisitions, partially offset by depreciation of $413.0 and Translation. Goodwill increased $6,979.3 to $17,554.7, driven by goodwill recognized from the 2026 Acquisitions, primarily the CommScope acquisition, partially offset by Translation. Other intangible assets, net, increased $3,047.5 to $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 $366.7 to $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 six months of 2026 as well as acquired leases resulting from the 2026 Acquisitions. Accounts payable increased $1,347.2 to $4,009.1, primarily due to increased purchasing activity related to the higher sales levels in the second quarter of 2026 relative to the fourth quarter of 2025, along with the impact of the 2026 Acquisitions and Translation. Payable days at June 30, 2026 and December 31, 2025 were 69 days and 60 days, respectively. Total accrued expenses, including accrued income taxes, increased $590.9 to $3,794.6, primarily as a result of increases in accrued interest, accrued salaries, wages and employee benefits and various other accrued expenses, along with the impact of the 2026 Acquisitions and Translation, partially offset by a decrease in accrued income taxes. Other long-term liabilities, including deferred tax liabilities, increased $1,189.2 to $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 six months of 2026 as well as acquired leases resulting from the CommScope acquisition, and increases in various other long-term 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 six months ended June 30, 2026 and 2025.
Six Months Ended
June 30,
2026 2025
Operating Cash Flow (GAAP) $ 2,678.7 $ 2,181.7
Capital expenditures (GAAP) (647.1) (485.7)
Proceeds from disposals of property, plant and equipment (GAAP) 5.1 5.7
Free Cash Flow (non-GAAP) $ 2,036.7 $ 1,701.7
Investing Activities
Cash flows from investing activities primarily consist of cash flows associated with capital expenditures, proceeds from disposals of property, plant and equipment, net, purchases (sales and maturities) of short- and long-term investments, and acquisitions.
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Net cash used in investing activities was $11,703.6 in the first six months of 2026, compared to $2,964.2 in the first six months of 2025. In the first six months of 2026, net cash used in investing activities was primarily driven by the use of $10,684.0 to fund the 2026 Acquisitions, primarily the CommScope acquisition, capital expenditures (net of disposals) of $642.0 and net purchases of short-term investments of $375.6. In the first six months of 2025, net cash used in investing activities was primarily driven by the use of $2,483.2 to fund acquisitions and capital expenditures (net of disposals) of $480.0.
Financing Activities
Cash flows from financing activities primarily consist of cash flows associated with borrowings and repayments of the Company’s credit facilities and other long-term debt, repurchases of Common Stock, proceeds from stock option exercises, dividend payments, and distributions to and purchases of noncontrolling interests.
Net cash provided by financing activities was $2,585.2 in the first six months of 2026, compared to $612.3 in the first six months of 2025. In the first six months of 2026, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $4,927.2, primarily related to the borrowings under the Delayed Draw Term Loans and the issuances of the 2029 Euro Notes, the 2031 Euro Notes, and the 2034 Euro Notes (each as defined below), and (ii) cash proceeds of $200.6 from the exercise of stock options, partially offset by (a) repayments of Senior Notes and other long-term debt of $1,535.7, (b) dividend payments of $614.0, (c) repurchases of the Company’s Common Stock of $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 six months of 2025, net cash provided by financing activities was largely driven by net cash proceeds from borrowings of $1,430.0, primarily related 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 $399.1, (iii) repurchases of the Company’s Common Stock of $341.0, and (iv) payments of $9.1 related to debt financing costs associated with the Company’s issuances of the 2028 Senior Notes and the 2032 Euro Notes.
The Company has significant flexibility to meet its financial commitments. The Company uses debt financing to lower the overall cost of capital and increase return on stockholders’ equity. The Company’s debt financing includes the use of the Commercial Paper Programs, the Revolving Credit Facility, the Delayed Draw Term Loans and senior notes as part of its overall cash management strategy.
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
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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 May 11, 2026, the Company used cash on hand to repay $600.0 of the outstanding balance under the 364-Day Delayed Draw Term Loan. On June 30, 2026, the Company was in compliance with the financial covenants under each Delayed Draw Term Loan. 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.
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 June 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 six months of 2026, the proceeds of which were used for general corporate purposes. Before the end of the second quarter of 2026, the Company repaid all of its USCP Notes outstanding using cash on hand. As of June 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 six months of 2026, and, as of June 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 June 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.
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As of June 30, 2026, the Company has outstanding senior notes (the “Senior Notes”) as follows:
Principal Interest
Amount Rate Maturity
U.S. Senior Notes
$ 700.0 5.050 % April 2027
500.0 Compounded SOFR plus 0.53 % November 2027
750.0 3.800 % November 2027
750.0 4.375 % June 2028
750.0 3.900 % November 2028
450.0 5.050 % April 2029
500.0 4.350 % June 2029
900.0 2.800 % February 2030
1,000.0 4.125 % November 2030
750.0 2.200 % September 2031
1,250.0 4.400 % February 2033
600.0 5.250 % April 2034
750.0 5.000 % January 2035
1,600.0 4.625 % February 2036
500.0 5.375 % November 2054
1,650.0 5.300 % November 2055
Euro Senior Notes
€ 500.0 2.000 % October 2028 (Euro Notes)
600.0 3.375 % May 2029 (Euro Notes)
500.0 3.625 % March 2031 (Euro Notes)
600.0 3.125 % June 2032 (Euro Notes)
500.0 3.875 % May 2034 (Euro Notes)
U.S. Senior Notes
On March 30, 2026, the Company used cash on hand to repay the $350.0 aggregate principal amount of unsecured 4.750% Senior Notes due March 30, 2026 upon maturity.
On November 10, 2025, the Company issued (i) $500.0 aggregate principal amount of unsecured Floating Rate Senior Notes due November 15, 2027 (the “Floating Rate Senior Notes”), (ii) $750.0 aggregate principal amount of unsecured 3.800% Senior Notes due November 15, 2027 (the “3.800% Senior Notes”), (iii) $750.0 aggregate principal amount of unsecured 3.900% Senior Notes due November 15, 2028 (the “3.900% Senior Notes”), (iv) $1,000.0 aggregate principal amount of unsecured 4.125% Senior Notes due November 15, 2030 (the “4.125% Senior Notes”), (v) $1,250.0 aggregate principal amount of unsecured 4.400% Senior Notes due February 15, 2033 (the “4.400% Senior Notes”), (vi) $1,600.0 aggregate principal amount of unsecured 4.625% Senior Notes due February 15, 2036 (the “4.625% Senior Notes”) and (vii) $1,650.0 aggregate principal amount of unsecured 5.300% Senior Notes due November 15, 2055 (the “5.300% Senior Notes” and, together with the Floating Rate Senior Notes, the 3.800% Senior Notes, the 3.900% Senior Notes, the 4.125% Senior Notes, the 4.400% Senior Notes and the 4.625% Senior Notes, the “November Senior Notes”).
On January 9, 2026, the Company used the net proceeds from the November Senior Notes, together with borrowings under the Delayed Draw Term Loans and cash on hand, to fund the cash consideration for the CommScope acquisition, along with fees and expenses related thereto, as discussed further in Note 11 of the Notes to Condensed Consolidated Financial Statements.
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On June 12, 2025, the Company issued $750.0 aggregate principal amount of unsecured 4.375% Senior Notes due June 12, 2028 (the “2028 Senior Notes”). The Company used net proceeds from the 2028 Senior Notes to repay borrowings under the U.S. Commercial Paper Program and for general corporate purposes.
On March 3, 2025, the Company used a combination of cash on hand and borrowings under the U.S. Commercial Paper Program to repay the $400.0 aggregate principal amount of unsecured 2.050% Senior Notes due March 1, 2025 upon maturity.
All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes. Interest on each series of U.S. Senior Notes is payable semiannually, except for the Floating Rate Senior Notes for which interest is payable quarterly. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time, subject to certain terms and conditions, except that the Company may not redeem the Floating Rate Senior Notes at its option prior to their maturity.
Euro Senior Notes
On May 12, 2026, the Company issued €600.0 (approximately $702.0 at date of issuance) aggregate principal amount of unsecured 3.375% Senior Notes due 2029 (the “2029 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”). Interest on the 2029 Euro Notes and the 2034 Euro Notes is payable annually on May 12 of each year, commencing on May 12, 2027. The Company used the net proceeds to repay borrowings under the U.S. Commercial Paper Program and 364-Day Delayed Draw Term Loan, and for general corporate purposes.
On April 30, 2026, the Company used the net proceeds from the 2031 Euro Notes (defined below) along with cash on hand to repay the €500.0 aggregate principal amount of 0.750% Euro Senior Notes due May 4, 2026 upon maturity.
On March 30, 2026, the Euro Issuer issued €500.0 (approximately $586.7 at date of issuance) aggregate principal amount of unsecured 3.625% Senior Notes due March 30, 2031 (the “2031 Euro Notes”). Interest on the 2031 Euro Notes is payable annually on March 30 of each year, commencing on March 30, 2027.
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”). Interest on the 2032 Euro Notes is payable annually on June 16 of each year, commencing on June 16, 2026. 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 additional outstanding unsecured senior notes issued in Europe (the “2028 Euro Notes,” together with the 2029 Euro Notes, the 2031 Euro Notes, the 2032 Euro Notes and the 2034 Euro Notes, the “Euro Notes,” and the Euro Notes together with the U.S. Senior Notes, the “Senior Notes”), which were issued with an aggregate principal amount of €500.0 and bear interest at a rate of 2.000%. The 2028 Euro Notes were issued in October 2018 and mature on October 8, 2028. Interest on the 2028 Euro Notes is payable annually.
All of the Company’s outstanding 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. The Company may, at its option, redeem some or all of any series of Euro Notes at any time, subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium.
The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. On June 30, 2026, the Company was in compliance with all requirements under
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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 June 30, 2026, the Company repurchased 1.5 million and 2.8 million shares of its Common Stock for $208.0 and $386.0, respectively, under the 2024 Stock Repurchase Program. Of the total repurchases made during the six months ended June 30, 2026 under the 2024 Stock Repurchase Program, 1.5 million shares, or $208.0, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase. From July 1, 2026 to July 28, 2026, the Company repurchased 0.5 million additional shares of its Common Stock for $74.0, and, as of July 29, 2026, the Company has remaining authorization to purchase up to $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.
Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. On October 21, 2025, the Board approved an increase to the Company’s quarterly dividend rate from $0.165 per share to $0.25 per share, effective with dividends declared in the fourth quarter of 2025, contingent upon declaration by the Board.
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 June 30, 2026 and 2025:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Dividends declared per share $ 0.25 $ 0.165 $ 0.50 $ 0.33
Dividends declared $ 308.0 $ 201.2 $ 615.3 $ 400.8
Dividends paid (including those declared in the prior year) 307.4 199.6 614.0 399.1
Acquisitions
During the six months ended June 30, 2026, the Company completed three acquisitions (collectively, the “2026 Acquisitions”), including the acquisition of CommScope for approximately $10,684.0, net of cash acquired. CommScope and 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 2026 Acquisitions were funded through a combination of net proceeds from the November Senior Notes, the Delayed Draw Term Loans and cash on hand.
During the year ended December 31, 2025, the Company completed five acquisitions (collectively, the “2025 Acquisitions”), including the acquisitions of Andrew and Trexon, for approximately $3,818.6, net of cash acquired. The Andrew acquisition has been included in the Communications Solutions segment, three acquisitions, including Trexon, have been included in the Harsh Environment Solutions segment, and one acquisition has been included in the Interconnect and Sensor Systems segment. The 2025 Acquisitions were each funded using cash on hand, proceeds from Senior Notes, borrowings under the U.S. Commercial Paper Program, or a combination thereof. The 2025 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.
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Acquisition-related expenses
During the three months ended June 30, 2026, the Company incurred a total of $23.5 ($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 $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 June 30, 2025, the Company incurred a total of $28.9 ($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 $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 $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).
Environmental Matters
Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
Non-GAAP Financial Measures
In addition to assessing the Company’s financial condition, results of operations, liquidity and cash flows in accordance with U.S. GAAP, management utilizes certain non-GAAP financial measures, defined below, as part of its internal reviews for purposes of monitoring, evaluating and forecasting the Company’s financial performance, communicating operating results to the Board and assessing related employee compensation measures. Management believes that these non-GAAP financial measures may be helpful to investors in assessing the Company’s overall financial performance, trends and period-over-period comparative results, in addition to the reasons noted below. Non-GAAP financial measures related to operating income, operating margin, net income attributable to Amphenol Corporation, effective tax rate and diluted EPS exclude income and expenses that are not directly related to the Company’s operating performance during the periods presented. Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, the excess tax benefits related to stock-based compensation and certain other discrete tax items including, but not limited to, (i) the impact of tax audits relating to prior periods and (ii) significant changes in tax law. Non-GAAP financial measures related to net sales exclude the impact of foreign currency exchange rates and acquisitions. The non-GAAP financial information contained herein is included for supplemental purposes only and should not be considered in isolation or as a substitute for or superior to the related U.S. GAAP financial measures. In addition, these non-GAAP financial measures are not necessarily the same or comparable to similar measures presented by other companies as such measures may be calculated differently or may exclude different items.
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 June 30, 2026 and 2025 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 2:
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● Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with U.S. GAAP), excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the periods presented. Adjusted Diluted EPS is calculated as Adjusted Net Income attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Condensed Consolidated Statements of Income.
● Adjusted Effective Tax Rate is defined as Provision for income taxes, as reported in the Condensed Consolidated Statements of Income, expressed as a percentage of Income before income taxes, as reported in the Condensed Consolidated Statements of Income, each excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the periods presented.
● Adjusted Net Income attributable to Amphenol Corporation is defined as Net income attributable to Amphenol Corporation, as reported in the Condensed Consolidated Statements of Income, excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the periods presented.
● Adjusted Operating Income is defined as Operating income, as reported in the Condensed Consolidated Statements of Income, excluding income and expenses that are not directly related to the Company’s operating performance during the periods presented.
● Adjusted Operating Margin is defined as Adjusted Operating Income (as defined above) expressed as a percentage of Net sales (as reported in the Condensed Consolidated Statements of Income).
● Constant Currency Net Sales Growth is defined as the period-over-period percentage change in net sales growth, excluding the impact of changes in foreign currency exchange rates. The Company’s results are subject to volatility related to foreign currency translation fluctuations. As such, management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Organic Net Sales Growth (as defined below) and Constant Currency Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends.
● Free Cash Flow is defined as (i) Net cash provided by operating activities (“Operating Cash Flow” - as reported in accordance with U.S. GAAP) less (ii) capital expenditures (as reported in accordance with U.S. GAAP), net of proceeds from disposals of property, plant and equipment (as reported in accordance with U.S. GAAP), all of which are derived from the Condensed Consolidated Statements of Cash Flow. Free Cash Flow is an important liquidity measure for the Company, as we believe it is useful for management and investors to assess our ability to generate cash, as well as to assess how much cash can be used to reinvest in the growth of the Company or to return to stockholders through either stock repurchases or dividends.
● Organic Net Sales Growth is defined as the period-over-period percentage change in net sales growth resulting from operating volume and pricing changes, and excludes the impact of (i) changes in foreign currency exchange rates (described above), which is outside the control of the Company, and (ii) acquisitions, both of which are taken as a percentage of the respective prior period(s) net sales. The acquisition impact represents the percentage impact on net sales resulting from acquisitions that have not been included in the Company's consolidated results for the full current period(s) and/or prior comparable period(s) presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis. Management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Constant Currency Net Sales Growth (as defined above) and Organic Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends.
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Critical Accounting Policies and Estimates
The Company’s disclosures of its critical accounting policies and estimates, which are discussed in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of its 2025 Annual Report, have not materially changed since that report was filed.