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Item 2. Management’s Discussion and Analysis

2025-10-24 compared with 2025-07-25 · 160 added, 131 removed, 278 unchanged (51% of the section changed)

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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, 2025 and 2024 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 of the financial condition and results of operations for the three and nine months ended September 30, 2025 and 2024 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, 2024 (the “2024 Annual Report”).

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“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.

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, the expected timing for the closing of certain acquisitions or other matters.

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.

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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:

risks associated with our proposed acquisitions of the CCS Business and Trexon, including (i) the risk that the proposed acquisitions may not be completed in a timely manner or at all, or if they are completed, that the expected benefits of the proposed acquisitions may not be realized, (ii) the failure to satisfy the conditions to the consummation of the proposed acquisitions, including the receipt of certain regulatory and other approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreements between the parties and (iv) unanticipated difficulties or expenditures relating to the acquisitions, the response of business partners and competitors to the announcement of the proposed acquisitions, potential disruptions to current plans and operations and/or potential difficulties in employee retention as a result of the announcement and pendency of the acquisitions;

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.

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changes in fiscal and tax policies, audits and examinations by taxing authorities, laws, regulations and guidance in the United States and foreign jurisdictions;

any difficulties in enforcing and protecting the Company’s intellectual property rights;

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;

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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, 2025, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.

The implementation did not have a material impact on the

Company’s condensed consolidated financial statements during the three and nine months ended September 30, 2025, 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.

Results of Operations

Three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024

Net sales were $5,650.3 in the second quarter of 2025 compared to $3,609.7 in the second quarter of 2024, representing an increase of 57% in U.S.

Three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024

Net sales were $6,194.4 in the third quarter of 2025 compared to $4,038.8 in the third quarter of 2024, representing an increase of 53% in U.S.

dollars, 53% in constant currencies and 41% 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 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems 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 2025 relative to the prior year period was driven by robust organic growth in the information technology and data communications (“IT datacom”) market, and strong organic growth in virtually all other markets, along with contributions from the Company’s acquisition program.

Net sales were $10,461.3 in the first six months of 2025 compared to $6,866.0 in the first six months of 2024, which represented an increase of 52% in U.S.

The increase in net sales in the third quarter of 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems 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 third quarter of 2025 relative to the prior year period was driven by robust organic growth in the information technology and data communications (“IT datacom”) market, and strong organic growth in nearly all other markets, along with contributions from the Company’s acquisition program.

Net sales were $16,655.7 in the first nine months of 2025 compared to $10,904.9 in the first nine months of 2024, which represented an increase of 53% in U.S.

dollars, 52% in constant currencies and 39% organically (excluding both currency and acquisition impacts), compared to the prior year period.

The increase in net sales in the first six months of 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems 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 2025 relative to the prior year period was driven by robust organic growth in the IT datacom market, and strong organic growth in the mobile devices, defense, communications networks and industrial markets, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 26% of net sales) in the second quarter of 2025 increased 38% in U.S.

dollars, 37% in constant currencies and 18% organically, compared to the second quarter of 2024.

The increase in the second quarter of 2025 was driven by strong organic growth in the industrial, defense, automotive and IT datacom markets, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 26% of net sales) in the first six months of 2025 increased 38% in U.S.

The increase in net sales in the first nine months of 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems 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 nine months of 2025 relative to the prior year period was driven by robust organic growth in the IT datacom market, and strong organic growth in nearly all other markets, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) in the third quarter of 2025 increased 27% in U.S.

dollars, 26% in constant currencies and 19% organically, compared to the third quarter of 2024.

The increase in the third quarter of 2025 was driven by strong organic growth in the defense, industrial, commercial aerospace, automotive and IT datacom markets, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) in the first nine months of 2025 increased 34% in U.S.

dollars, 34% in constant currencies and 15% organically, compared to the prior year period.

The increase in the first six months of 2025 was driven by strong organic growth in the industrial, defense, communications networks and IT datacom markets, along with contributions from the Company’s acquisition program, partially offset by an organic decline in the automotive market.

Net sales in the Communications Solutions segment (approximately 51% of net sales) in the second quarter of 2025 increased 101% in U.S.

dollars, 101% in constant currencies and 78% organically, compared to the second quarter of 2024.

The increase in the second quarter of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in artificial intelligence (“AI”)-related applications, as well as strong organic growth in the communications networks, mobile devices, automotive and industrial markets, along with contributions from the Company’s acquisition program.

Net sales in the Communications Solutions segment (approximately 51% of net sales) in the first six months of 2025 increased 96% in U.S.

dollars, 97% in constant currencies and 76% organically, compared to the first six months of 2024.

The increase in the first six months of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications, as well as strong organic growth in the communications networks, mobile devices, automotive and industrial markets, along with contributions from the Company’s acquisition program.

Net sales in the Interconnect and Sensor Systems segment (approximately 23% of net sales) in the second quarter of 2025 increased 16% in U.S.

dollars, 14% in constant currencies and 14% organically, compared to the second quarter of 2024.

T he increase in the second quarter of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications.

Net sales in the Interconnect and Sensor Systems segment (approximately 23% of net sales) in the first six months of 2025 increased 11% in U.S.

dollars, 10% in constant currencies and 10% organically, compared to the first six months of 2024.

The increase in the first six months of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications.

The increase in the first nine months of 2025 was driven by strong organic growth in the industrial, defense, IT datacom and communications networks markets, and moderate organic growth in the commercial aerospace market, along with contributions from the Company’s acquisition program.

Net sales in the Communications Solutions segment (approximately 53% of net sales) in the third quarter of 2025 increased 96% in U.S.

dollars, 96% in constant currencies and 75% organically, compared to the third quarter of 2024.

The increase in the third quarter of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in artificial intelligence (“AI”)-related applications, as well as strong organic growth in the communications networks, automotive and industrial markets, along with contributions from the Company’s acquisition program.

Net sales in the Communications Solutions segment (approximately 52% of net sales) in the first nine months of 2025 increased 96% in U.S.

dollars, 96% in constant currencies and 75% organically, compared to the first nine months of 2024.

The increase in the first nine months of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications, as well as strong organic growth in the communications networks, automotive and industrial markets, and moderate organic growth in the mobile devices market, along with contributions from the Company’s acquisition program.

Net sales in the Interconnect and Sensor Systems segment (approximately 22% of net sales) in the third quarter of 2025 increased 18% in U.S.

dollars, 16% in constant currencies and 15% organically, compared to the third quarter of 2024.

T he increase in the third quarter of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications.

Net sales in the Interconnect and Sensor Systems segment (approximately 23% of net sales) in the first nine months of 2025 increased 13% in U.S.

dollars, 12% in constant currencies and 12% organically, compared to the first nine months of 2024.

The increase in the first nine months of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications.

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, 2025 compared to the three and six months ended June 30, 2024:

GAAP financial measures, by segment, geography and consolidated, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024:

Percentage Growth (relative to same prior year period) (1)

Sales Growth (4)

Three Months Ended June 30,

Three Months Ended September 30,

Net sales by:

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United States

Six Months Ended June 30,

Nine Months Ended September 30,

Net sales by:

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The comparatively weaker U.S.

dollar for the second quarter of 2025 had the effect of increasing sales by approximately $28.9 relative to the comparable period in 2024.

The comparatively stronger U.S.

dollar for the first six months of 2025 had the effect of decreasing sales by $0.8 relative to the comparable period in 2024.

Selling, general and administrative expenses (“SG&A”) were $622.5, or 11.0% of net sales, and $1,197.7, or 11.4% of net sales, for the second quarter and first six months of 2025, compared to $444.3, or 12.3% of net sales, and $848.4, or 12.4% of net sales, for the second quarter and first six months of 2024, respectively.

Approximately half of the increase in SG&A expenses when compared to the second quarter and first six months of 2024 is related to acquisitions closed in the prior 12 months.

Administrative expenses represented approximately 4.5% and 4.6% of net sales for the second quarter and first six months of 2025, respectively, and represented approximately 4.9% of net sales for both the second quarter and first six months of 2024.

Research and development expenses represented approximately 2.7% and 2.8% of net sales for the second quarter and first six months of 2025, respectively, and represented approximately 3.0% of net sales for both the second quarter and first six months of 2024.

Selling and marketing expenses represented approximately 3.8% and 4.0% of net sales for the second quarter and first six months of 2025, respectively, and represented approximately 4.3% and 4.5% of net sales for the second quarter and first six months of 2024, respectively.

Operating income was $1,418.8, or 25.1% of net sales, and $2,443.6, or 23.4% of net sales, for the second quarter and first six months of 2025, respectively, compared to $698.8, or 19.4% of net sales, and $1,383.7, or 20.2% of net sales, for the second quarter and first six months of 2024, respectively.

Operating income for the second quarter and first six months of 2025 includes $28.9 and $133.8 of acquisition-related expenses, respectively, comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the acquisition of the Andrew Business 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 amortization of acquisition-related inventory step-up costs of $16.9 and $77.8, respectively, associated with the acquisition of the Andrew Business (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Operating income for both the second quarter and first six months of 2024 includes $70.0 of acquisition-related expenses (presented separately in the Condensed Consolidated Statements of Income) comprised of external transaction costs related to acquisitions.

For the second quarter and first six months of 2025, the acquisition-related expenses had the effect of decreasing net income by $24.1, or $0.02 per share, and $106.3, or $0.08 per share, respectively, while for the second quarter and first six months of 2024, the acquisition-related expenses had the effect of decreasing net income by $59.9, or $0.05 per share, in both periods, as shown in the tables below.

Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined in the “Non-GAAP Financial Measures” section below, were $1,447.7, or 25.6% of net sales, and $768.8, or 21.3% of net sales, for the three months ended June 30, 2025 and 2024, respectively.

Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin were 2,577.4, or 24.6% of net sales, and $1,453.7, or 21.2% of net sales, for the six months ended June 30, 2025 and 2024, respectively.

The increases in Adjusted Operating Income and Adjusted Operating Margin for both the second quarter and first six months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating performance on the higher sales volumes, 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 Harsh Environment Solutions segment for the second quarter and first six months of 2025 was $363.7, or 25.2% of net sales, and $674.9, or 24.9% of net sales, respectively, compared to $259.6, or 24.8% of net sales, and $504.1, or 25.7% of net sales, for the second quarter and first six months of 2024, respectively.

The increase in operating margin for the Harsh Environment Solutions segment for the second quarter of 2025 relative to the comparable period in 2024 was driven by normal operating leverage on the higher organic sales volumes.

The decrease in operating margin for the Harsh Environment Solutions segment for the first six months of 2025 relative to the comparable period in 2024 was driven 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 Communications Solutions segment for the second quarter and first six months of 2025 was $890.7, or 30.6% of net sales, and $1,551.5, or 29.1% of net sales, respectively, compared to $350.6, or 24.3% of net sales, and $636.8, or 23.5% of net sales, for the second quarter and first six months of 2024, respectively.

The increases in operating margin for the Communications Solutions segment for the second quarter and first six months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating leverage on the significantly higher organic sales volumes.

Operating income for the Interconnect and Sensor Systems segment for the second quarter and first six months of 2025 was $252.3, or 19.5% of net sales, and $456.8, or 18.8% of net sales, respectively, compared to $203.3, or 18.2% of net sales, and $398.7, or 18.2% of net sales, for the second quarter and first six months of 2024, respectively.

The increases in operating margin for the Interconnect and Sensor Systems segment for the second quarter and first six months of 2025 relative to the comparable periods in 2024 were primarily driven by normal operating leverage on the higher organic sales volumes.

Interest expense for the second quarter and first six months of 2025 was $80.9 and $157.4, respectively, compared to $56.3 and $94.4 for the second quarter and first six months of 2024, respectively.

The increases in interest expense for both the second quarter and first six months of 2025 were primarily driven by higher average borrowing levels from the issuances of the 2028 Senior Notes, the 2032 Euro Notes, the April Senior Notes and the October Senior Notes, as well as the USCP Notes (all as defined below) issued during the periods, which were primarily intended to fully or partially fund acquisitions, including the acquisition of the Andrew Business, as well as for other general corporate purposes.

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.

Provision for income taxes for the second quarter and first six months of 2024 was at an effective tax rate of 20.4% and 18.5%, respectively.

Various items incurred in the second quarter and first six months of 2025 and 2024 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 2025 and 2024, these items included excess tax benefits resulting from stock option exercise activity.

For the second quarter and first six months of 2025 and 2024, the effective tax rate was further impacted by the tax effect of the aforementioned acquisition-related expenses incurred during the period.

For the first six months of 2024, the effective tax rate was further impacted by 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.

dollar for the third quarter and first nine months of 2025 had the effect of increasing sales by approximately $31.0 and $31.8, respectively, relative to the comparable periods in 2024.

Selling, general and administrative expenses (“SG&A”) were $657.0, or 10.6% of net sales, and $1,854.7, or 11.1% of net sales, for the third quarter and first nine months of 2025, compared to $492.0, or 12.2% of net sales, and $1,340.4, or 12.3% of net sales, for the third quarter and first nine months of 2024, respectively.

Approximately half of the increase in SG&A expenses when compared to the third quarter and first nine months of 2024 is related to acquisitions closed in the prior 12 months.

Administrative expenses represented approximately 4.4% and 4.6% of net sales for the third quarter and first nine months of 2025, respectively, and represented approximately 5.0% and 4.9% of net sales for the third quarter and first nine months of 2024, respectively.

Research and development expenses represented approximately 2.8% of net sales for both the third quarter and first nine months of 2025, and represented approximately 3.1% and 3.0% of net sales for the third quarter and first nine months of 2024, respectively.

Selling and marketing expenses represented approximately 3.4% and 3.8% of net sales for the third quarter and first nine months of 2025, respectively, and represented approximately 4.1% and 4.3% of net sales for the third quarter and first nine months of 2024, respectively.

Operating income was $1,702.3, or 27.5% of net sales, and $4,145.9, or 24.9% of net sales, for the third quarter and first nine months of 2025, respectively, compared to $819.5, or 20.3% of net sales, and $2,203.2, or 20.2% of net sales, for the third quarter and first nine months of 2024, respectively.

Operating income for the first nine months of 2025 includes $133.8 of acquisition-related expenses, comprised primarily of (i) the non-cash amortization of the value associated with acquired backlog resulting from the Andrew Business acquisition and external transaction costs related to 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 Business acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Operating income for the third quarter and first nine months of 2024 includes $63.6 and $133.6, respectively, of acquisition-related expenses comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the Carlisle Interconnect Technologies (“CIT”) acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $45.4 and $115.4, respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs in the third quarter of 2024 of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

For the first nine months of 2025, the acquisition-related expenses had the effect of decreasing net income by $106.3, or $0.08 per share, while for the third quarter and first nine months of 2024, the acquisition-related expenses had the effect of decreasing net income by $49.8, or $0.04 per share, and $109.7, or $0.09 per share, respectively, as shown in the tables below.

Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined in the “Non-GAAP Financial Measures” section below, were $1,702.3, or 27.5% of net sales, and $883.1, or 21.9% of net sales, for the three months ended September 30, 2025 and 2024, respectively.

Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin were $4,279.7, or 25.7% of net sales, and $2,336.8, or 21.4% of net sales, for the nine months ended September 30, 2025 and 2024, respectively.

The increases in Adjusted Operating Income and Adjusted Operating Margin for both the third quarter and first nine months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating performance on the higher sales volumes, 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 Harsh Environment Solutions segment for the third quarter and first nine months of 2025 was $410.9, or 27.1% of net sales, and $1,085.8, or 25.7% of net sales, respectively, compared to $283.7, or 23.8% of net sales, and $787.8, or 25.0% of net sales, for the third quarter and first nine months of 2024, respectively.

The increases in operating margin for the Harsh Environment Solutions segment for both the third quarter and first nine months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating leverage on the higher organic sales volumes, 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 Communications Solutions segment for the third quarter and first nine months of 2025 was $1,081.3, or 32.7% of net sales, and $2,632.8, or 30.5% of net sales, respectively, compared to $431.0, or 25.6% of net sales, and $1,067.7, or 24.3% of net sales, for the third quarter and first nine months of 2024, respectively.

The increases in operating margin for the Communications Solutions segment for both the third quarter and first nine months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating leverage on the significantly higher organic sales volumes, 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 third quarter and first nine months of 2025 was $274.4, or 20.0% of net sales, and $731.2, or 19.3% of net sales, respectively, compared to $217.6, or 18.8% of net sales, and $616.3, or 18.4% of net sales, for the third quarter and first nine months of 2024, respectively.

The increases in operating margin for the Interconnect and Sensor Systems segment for both the third quarter and first nine months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating leverage on the higher organic sales volumes.

Interest expense for the third quarter and first nine months of 2025 was $80.7 and $238.1, respectively, compared to $55.7 and $150.1 for the third quarter and first nine months of 2024, respectively.

The increases in interest expense for both the third quarter and first nine months of 2025 were primarily driven by higher average borrowing levels from the issuances of the 2028 Senior Notes, the 2032 Euro Notes, the April Senior Notes and the October Senior Notes, as well as the USCP Notes (all as defined below) issued during the periods, which were primarily intended to fully or partially fund acquisitions, including the acquisition of the Andrew Business, as well as for other general corporate purposes.

Provision for income taxes for the third quarter and first nine months of 2025 was at an effective tax rate of 23.5% and 21.6%, respectively.

Provision for income taxes for the third quarter and first nine months of 2024 was at an effective tax rate of 21.4% and 19.6%, respectively.

Various items incurred in the third quarter and first nine months of 2025 and 2024 impacted the effective tax rate and earnings per share by the amounts noted in the tables below.

For the third quarter and first nine months of 2025 and 2024, these items included excess tax benefits resulting from stock option exercise activity.

For the first nine months of 2025 and 2024, the effective tax rate was further impacted by the tax effect of the aforementioned acquisition-related expenses incurred during the period.

For the first nine months of 2024, the effective tax rate was further impacted by 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.

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, 2025 was 24.5%, and for both the three and six months ended June 30, 2024 was 24.0%, as reconciled in the tables below to the comparable effective tax rate based on GAAP results.

Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 2, for the three and nine months ended September 30, 2025 was 27.0% and 25.5%, respectively, and for both the three and nine months ended September 30, 2024 was 24.0%, as reconciled in the tables 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 $1,091.3 and $0.86, respectively, for the second quarter of 2025, compared to $524.8 and $0.41, respectively, for the second quarter of 2024.

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 $1,030.1 and $0.81, respectively, for the second quarter of 2025, compared to $553.8 and $0.44, respectively, for the second quarter of 2024.

Net income attributable to Amphenol Corporation and Diluted EPS were $1,829.1 and $1.44, respectively, for the first six months of 2025, compared to $1,073.5 and $0.85, respectively, for the first six months of 2024.

Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $1,829.9 and $1.44, respectively, for the first six months of 2025, compared to $1,054.2 and $0.84, respectively, for the first six months of 2024.

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $1,245.7 and $0.97, respectively, for the third quarter of 2025, compared to $604.4 and $0.48, respectively, for the third quarter of 2024.

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 $1,188.6 and $0.93, respectively, for the third quarter of 2025, compared to $632.8 and $0.50, respectively, for the third quarter of 2024.

Net income attributable to Amphenol Corporation and Diluted EPS were $3,074.8 and $2.41, respectively, for the first nine months of 2025, compared to $1,677.8 and $1.33, respectively, for the first nine months of 2024.

Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $3,018.5 and $2.37, respectively, for the first nine months of 2025, compared to $1,686.9 and $1.34, respectively, for the first nine months of 2024.

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, 2025 and 2024:

Three Months Ended June 30,

GAAP financial measures for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Reported (GAAP)

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Adjusted (non-GAAP) (2)

Six Months Ended June 30,

Nine Months Ended September 30,

Reported (GAAP)

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Liquidity and Cash Requirements

As of June 30, 2025 and December 31, 2024, the Company had cash, cash equivalents and short-term investments of $3,226.4 and $3,335.4, respectively, with approximately 60% and 50% of the Company’s cash, cash equivalents and short-term investments on hand located outside of the United States as of June 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the Company had cash, cash equivalents and short-term investments of $3,888.1 and $3,335.4, respectively, with approximately 67% and 50% of the Company’s cash, cash equivalents and short-term investments on hand located outside of the United States as of September 30, 2025 and December 31, 2024, respectively.

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 U.S.

Commercial Paper Program, the Euro Commercial Paper Program, and the Revolving Credit Facility (all as defined below).

The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed during the three months ended June 30, 2025 in connection with the issuance of the 2028 Senior Notes and the 2032 Euro Notes, and in 2024 in connection with the issuances of both the April Senior Notes and October Senior Notes), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations.

Commercial Paper Program, the Euro Commercial Paper Program, the Revolving Credit Facility and the Delayed Draw Term Loans (all as defined below).

The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed during the nine months ended September 30, 2025 in connection with the issuance of the 2028 Senior Notes and the 2032 Euro Notes, and in 2024 in connection with the issuances of both the April Senior Notes and October Senior Notes), 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, and other contractual obligations and commitments included in Item 7 of the 2024 Annual Report.

The Company may also use cash to fund all or part of the cost of future acquisitions, as has been the case in recent years with the Company’s various acquisitions, including the acquisition of CommScope’s Andrew Business, which closed on January 31, 2025.

The Company’s debt service requirements primarily consist of principal and interest on the Company’s Senior Notes, and to the extent of any amounts outstanding, the Revolving Credit Facility and Commercial Paper Programs.

As of June 30, 2025 and December 31, 2024, the Company had no borrowings outstanding under the Revolving Credit Facility, U.S.

Commercial Paper Program and Euro Commercial Paper Program.

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 2024 Annual Report.

The Company may also use cash to fund all or part of the cost of future acquisitions including the acquisitions of the CCS Business and Trexon if, and when, the acquisitions are consummated, which has been the case in recent years with the Company’s various acquisitions, including the acquisition of CommScope’s Andrew Business, which closed on January 31, 2025.

As of September 30, 2025 and December 31, 2024, the Company had no borrowings outstanding under the Revolving Credit Facility, U.S.

Commercial Paper Program, Euro Commercial Paper Program and Delayed Draw Term Loans.

However, the Company borrowed under the U.S.

Commercial Paper Program throughout much of the first six months of 2025, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Andrew Business in January 2025, as discussed later within this Item 2.

Commercial Paper Program during the first nine months of 2025 from time to time, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Andrew Business in January 2025, as discussed later within this Item 2.

Although all such borrowings were repaid before the end of the second quarter of 2025, the Company may make additional borrowings under any of its debt instruments in the future.

To the extent that interest rates change related to floating interest rate debt and the Company borrows under any of our floating interest rate instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly.

To the extent that interest rates change related to floating interest rate debt and the Company borrows under any of our floating interest rate instruments in the future (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 income or cash flows for the remainder of 2025, there can be no assurance that interest rates will not change significantly from current levels.

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The Company intends to indefinitely reinvest the remaining pre-2025 foreign earnings.

As of June 30, 2025, the Company has accrued the foreign and U.S.

As of September 30, 2025, the Company has accrued the foreign and U.S.

state and local taxes associated with the foreign earnings that it intends to repatriate.

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This legislation contains changes to previously enacted provisions of the Internal Revenue Code and provides for extensions of certain expiring tax provisions included in the Tax Act.

The Company is evaluating its impact on our consolidated financial statements.

Certain corporate tax provisions in H.R.

1 were enacted with retroactive effect to January 1, 2025.

1 did not have a material impact on our effective tax rate for the three months ended September 30, 2025.

The Company continues to evaluate the corporate tax provisions contained within H.R.

1, and the future impact of the bill 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, 2025 and 2024, as reflected in the Condensed Consolidated Statements of Cash Flow:

Six Months Ended June 30,

The following table summarizes the Company’s cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024, as reflected in the Condensed Consolidated Statements of Cash Flow:

Nine Months Ended September 30,

Net cash provided by operating activities

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Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Net increase in cash and cash equivalents

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 $2,181.7 in the first six months of 2025 compared to $1,263.6 in the first six months of 2024.

The increase in Operating Cash Flow for the first six months of 2025 compared to the first six months of 2024 is primarily due to the increase in net income, partially offset by a higher usage of cash related to the change in working capital.

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 $1 36.0, partially offset by increases in accounts payable of $360.7 and accrued liabilities, including income taxes, of $269.7.

In the first six months of 2024, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $69.8, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $141.9 and inventories of $23.5, and a decrease in accrued liabilities, including income taxes, of $14.9, partially offset by an increase in accounts payable of $115.5.

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at June 30, 2025 as compared to December 31, 2024.

Accounts receivable increased $983.0 to $4,270.9, primarily due to the higher sales in the second quarter of 2025 relative to the fourth quarter of 2024, along with the impact of the three acquisitions (collectively, the “2025 Acquisitions”) that closed during the first six months of 2025 and the effect of translation from exchange rate changes (“Translation”) at June 30, 2025 compared to December 31, 2024.

Days sales outstanding at June 30, 2025 and December 31, 2024 were both 68 days.

Inventories increased $591.4 to $3,137.1, primarily due to the impact of the 2025 Acquisitions, along with the impact of higher sales in the second quarter of 2025 relative to the fourth quarter of 2024 and Translation .

Inventory days at June 30, 2025 and December 31, 2024 were 78 days and 80 days, respectively.

Net cash provided by operating activities (“Operating Cash Flow”) was $3,652.5 in the first nine months of 2025 compared to $1,967.6 in the first nine months of 2024.

The increase in Operating Cash Flow for the first nine months of 2025 compared to the first nine months of 2024 is primarily due to the increase in net income, partially offset by a higher usage of cash related to the change in working capital.

In the first nine months of 2025, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $435.2, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $849.3, inventories of $424.3 and prepaid expenses and other current assets of $ 83.8, partially offset by increases in accounts payable of $435.6 and accrued liabilities, including income taxes, of $486.6.

In the first nine months of 2024, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $197.6, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $358.9, inventories of $186.0 and prepaid expenses and other current assets of $83.2, partially offset by increases in accounts payable of $319.2 and accrued liabilities, including income taxes, of $111.3.

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at September 30, 2025 as compared to December 31, 2024.

Accounts receivable increased $1,255.9 to $4,543.8, primarily due to the higher sales in the third quarter of 2025 relative to the fourth quarter of 2024, along with the impact of the four acquisitions (collectively, the “2025 Acquisitions”) that closed during the first nine months of 2025 and the effect of translation from exchange rate changes (“Translation”) at September 30, 2025 compared to December 31, 2024.

Days sales outstanding at September 30, 2025 and December 31, 2024 were 67 days and 68 days, respectively.

Inventories increased $754.4 to $3,300.1, primarily due to the impact of the 2025 Acquisitions, along with the impact of higher sales in the third quarter of 2025 relative to the fourth quarter of 2024 and Translation .

Inventory days at September 30, 2025 and December 31, 2024 were 77 days and 80 days, respectively.

Prepaid expenses and other current assets increased $134.9 to $651.9, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2025 Acquisitions and Translation .

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Other intangible assets, net, increased $757.2 to $1,982.3, primarily due to the recognition of certain intangible assets related to the 2025 Acquisitions, in particular the acquisition of the Andrew Business, and Translation, partially offset by the amortization associated with the Company’s current intangible assets.

Other long-term assets increased $94.2 to $675.3, 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 2025 as well as acquired leases resulting from the 2025 Acquisitions and Translation.

Accounts payable increased $553.6 to $2,373.0, primarily due to incr eased purchasing activity related to the higher sales levels in the second quarter of 2025 relative to the fourth quarter of 2024, along with the impact of the 2025 Acquisitions and Translation.

Payable days at June 30, 2025 and December 31, 2024 were 59 days and 58 days, respectively.

Total accrued expenses, including accrued income taxes, increased $431.9 to $2,294.6, primarily as a result of increases in accrued salaries, wages and employee benefits and various other accrued expenses, along with the impact of the 2025 Acquisitions and Translation, partially offset by a decrease in accrued income tax payable.

Other long-term liabilities, including deferred tax liabilities, increased $304.0 to $1,190.1, primarily as a result of an increase in long-term lease liabilities resulting from new and renewed lease agreements entered into during the first six months of 2025 as well as acquired leases resulting from the 2025 Acquisitions, increases in various other long-term liabilities and Translation.

Other long-term assets increased $185.6 to $766.7, primarily due to an increase in operating lease right-of-use assets resulting from new and renewed lease agreements entered into during the first nine months of 2025 as well as acquired leases resulting from the 2025 Acquisitions and Translation.

Accounts payable increased $643.0 to $2,462.4, primarily due to incr eased purchasing activity related to the higher sales levels in the third quarter of 2025 relative to the fourth quarter of 2024, along with the impact of the 2025 Acquisitions and Translation.

Payable days at September 30, 2025 and December 31, 2024 were both 58 days.

Total accrued expenses, including accrued income taxes, increased $721.2 to $2,583.9, primarily as a result of increases in accrued salaries, wages and employee benefits and various other accrued expenses, along with the impact of the 2025 Acquisitions and Translation.

Other long-term liabilities, including deferred tax liabilities, increased $386.4 to $1,272.5, primarily as a result of an increase in long-term lease liabilities resulting from new and renewed lease agreements entered into during the first nine months of 2025 as well as acquired leases resulting from the 2025 Acquisitions, and increases in various other long-term liabilities and Translation.

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, 2025 and 2024.

Six Months Ended June 30,

GAAP financial measure for the nine months ended September 30, 2025 and 2024.

Nine Months Ended September 30,

Operating Cash Flow (GAAP)

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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.

Net cash used in investing activities was $2,964.2 in the first six months of 2025, compared to $2,195.7 in the first six months of 2024.

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.

In the first six months of 2024, net cash used in investing activities was primarily driven by the use of $2,099.8 to fund acquisitions and capital expenditures (net of disposals) of $230.2, partially offset by net sales and maturities of short-term investments of $132.4.

The elevated capital expenditures for the first six months of 2025 were driven by investments primarily in support of the growth in our IT datacom and defense markets.

We currently expect this elevated level of capital spending to continue in 2025 to support the significant growth we are experiencing related to AI applications in our IT datacom market.

Net cash used in investing activities was $3,578.6 in the first nine months of 2025, compared to $2,398.2 in the first nine months of 2024.

In the first nine months of 2025, net cash used in investing activities was primarily driven by the use of $2,772.2 to fund acquisitions, capital expenditures (net of disposals) of $735.3 and net purchases of short-term investments of $71.1.

In the first nine months of 2024, net cash used in investing activities was primarily driven by the use of $2,099.8 to fund acquisitions and capital expenditures (net of disposals) of $458.5, partially offset by net sales and maturities of short-term investments of $161.0.

The elevated capital expenditures for the first nine months of 2025 were driven by investments primarily in support of the growth in our IT datacom and defense markets.

We currently expect this elevated level of capital spending to continue for the fourth quarter of 2025 to support the significant growth we are experiencing related to AI applications in our IT datacom market.

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 $612.3 in the first six months of 2025, compared to $743.4 in the first six months of 2024.

In the first six months of 2025, net cash provided by financing activities was primarily 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 .

In the first six months of 2024, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $1,500.1, primarily related to the issuance of the April Senior Notes, and (ii) cash proceeds of $234.7 from the exercise of stock options, partially offset by (a) debt repayments of $351.8, primarily related to the redemption of the 3.20% Senior Notes in the second quarter of 2024, (b) repurchases of the Company’s Common Stock of $344.2, (c) dividend payments of $263.8, (d) distributions to and purchases of noncontrolling interests of $17.5, and (e) payments of $14.7 related to debt financing costs associated with the Company’s amended and restated Revolving Credit Facility in March 2024 as well as the issuances of the April Senior Notes.

Net cash provided by financing activities was $346.0 in the first nine months of 2025, compared to $515.8 in the first nine months of 2024.

In the first nine months of 2025, net cash provided by financing activities was primarily driven by (i) 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 (ii) cash proceeds of $445.4 from the exercise of stock options, partially offset by (i) redemption of the 2.050% Senior Notes of $400.0, (ii) dividend payments of $600.3, (iii) repurchases of the Company’s Common Stock of $493.9, (iv) payments of $29.1 related to debt financing costs associated with the Delayed Draw Term Loans, as well as the issuances of the 2028 Senior Notes and the 2032 Euro Notes, and (v) distributions to and purchases of noncontrolling interests of $5.5 .

In the first nine months of 2024, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $1,500.1, primarily related to the issuance of the April Senior Notes, and (ii) cash proceeds of $320.3 from the exercise of stock options, partially offset by (i) repurchases of the Company’s Common Stock of $520.4, (ii) dividend payments of $396.2, (iii) debt repayments of $353.7, primarily related to the redemption of the 3.20% Senior Notes in the second quarter of 2024, (iv) distributions to and purchases of noncontrolling interests of $20.8, and (v) payments of $14.7 related to debt financing costs associated with the Company’s amended and restated Revolving Credit Facility in March 2024 as well as the issuances of the April Senior 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, and senior notes as part of its overall cash management strategy.

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.

On March 21, 2024, the Company entered into a third amended and restated credit agreement, which amended and restated its $2,500.0 unsecured revolving credit facility, increasing the lenders’ aggregate unsecured revolving commitments under the facility by $500.0 to $3,000.0 (the “Revolving Credit Facility”).

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The Company may utilize the Revolving Credit Facility for general corporate purposes.

As of June 30, 2025 and December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility then in effect.

As of September 30, 2025 and December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility then in effect.

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, 2025, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

On September 30, 2025, 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”), which is scheduled to mature on the date that is 364 days after the funding date.

The Delayed Draw Term Loans were undrawn at closing and may each only be drawn in a single drawing over the life of the facilities.

The Delayed Draw Term Loans may be repaid at any time without premium or penalty and, once repaid, cannot be reborrowed.

When and if drawn upon, the proceeds from the Delayed Draw Term Loans are expected to be used to finance a portion of the consideration for the Company’s acquisition of CommScope’s Connectivity and Cable Solutions Business (“CCS Business”) and certain related costs, fees and expenses, as discussed further in Note 11 herein.

Interest rates under the Delayed Draw Term Loans 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.

As of September 30, 2025, the Company had not yet drawn upon the Delayed Draw Term Loans, and as such, there were no outstanding borrowings under the Delayed Draw Term Loans.

On September 30, 2025, the Company was in compliance with the financial covenants under the Delayed Draw Term Loans.

The Company has a commercial paper program (the “U.S.

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Commercial Paper Program by $500.0.

As of June 30, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0.

As of September 30, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0.

The Company utilizes borrowings under the U.S.

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The Company borrowed under the U.S.

Before the end of the second quarter of 2025, the Company repaid all of its USCP Notes outstanding using proceeds from the 2028 Senior Notes and the 2032 Euro Notes.

As of June 30, 2025 and December 31, 2024, there were no USCP Notes outstanding.

Commercial Paper Program throughout some of the first nine months of 2025, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Andrew Business in January 2025.

Before the end of the second quarter of 2025, the Company repaid all of its USCP Notes outstanding using the proceeds from the 2028 Senior Notes and the 2032 Euro Notes.

As of September 30, 2025 and December 31, 2024, 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.

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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 2025, and, as of June 30, 2025 and December 31, 2024, there were no ECP Notes outstanding.

The Company did not borrow under the Euro Commercial Paper Program during the first nine months of 2025, and, as of September 30, 2025 and December 31, 2024, 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, 2025, 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.

In conjunction with the Revolving Credit Facility, as of September 30, 2025, 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 June 30, 2025, the Company has outstanding senior notes (the “Senior Notes”) as follows:

As of September 30, 2025, the Company has outstanding senior notes (the “Senior Notes”) as follows:

February 2030

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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, 2025, the Company was in compliance with all requirements under its Senior Notes.

On September 30, 2025, 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.

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The 2024 Stock Repurchase Program became effective on April 29, 2024.

During the three and six months ended June 30, 2025, the Company repurchased 2.0 million and 4.7 million shares of its Common Stock for $160.1 and $341.0, respectively, under the 2024 Stock Repurchase Program.

All of the repurchased shares during the first six months of 2025 were retired by the Company.

From July 1, 2025 to July 22, 2025, the Company repurchased 0.4 million additional shares of its Common Stock for $39.5, and, as of July 22, 2025, the Company has remaining authorization to purchase up to $1,155.8 of its Common Stock under the 2024 Stock Repurchase Program.

During the three and nine months ended September 30, 2025, the Company repurchased 1.4 million and 6.1 million shares of its Common Stock for $152.9 and $493.9, respectively, under the 2024 Stock Repurchase Program.

Of the total repurchases made during the nine months ended September 30, 2025 under the 2024 Stock Repurchase Program, 4.7 million shares, or $341.0, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.

From October 1, 2025 to October 21, 2025, the Company repurchased 0.3 million additional shares of its Common Stock for $39.5, and, as of October 21, 2025, the Company has remaining authorization to purchase up to $1,002.9 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.

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, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

On July 23, 2024, the Board approved an increase to the Company’s quarterly dividend rate from $0.11 per share to $0.165 per share, effective with dividends declared in the third quarter of 2024, and on October 21, 2025, the Board approved an additional increase to the Company’s quarterly dividend rate from $0.165 per share to $0.25 per share, effective with dividends declared in the fourth quarter of 2025, contingent upon declaration by the Board.

The following table summarizes the declared quarterly dividends per share as well as the dividends declared and paid during the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

Dividends declared per share

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Dividends paid (including those declared in the prior year)

During the six months ended June 30, 2025, the Company completed three acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope, for approximately $2,483.2, net of cash acquired.

The Andrew Business has been included in the Communications Solutions segment, and the other two acquisitions have been included in the Harsh Environment Solutions segment.

During the nine months ended September 30, 2025, the Company completed four acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope, for approximately $2,772.2, net of cash acquired.

The Andrew Business has been included in the Communications Solutions segment, two acquisitions 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 the October Senior Notes, borrowings under the U.S.

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Acquisition-related expenses

During the three and six months ended June 30, 2025, the Company incurred $28.9 ($24.1 after-tax) and $133.8 ($106.3 after-tax), respectively, of acquisition-related expenses, comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the acquisition of the Andrew Business 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 amortization of acquisition-related inventory step-up costs of $16.9 and $77.8, respectively, associated with the acquisition of the Andrew Business (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income) .

During the nine months ended September 30, 2025, the Company incurred $133.8 ($106.3 after-tax) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization of the value associated with acquired backlog resulting from the Andrew Business acquisition and external transaction costs related to 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 Business acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income) .

During the three and nine months ended September 30, 2024, the Company incurred $63.6 ($49.8 after-tax) and $133.6 ($109.7 after-tax), respectively, of acquisition-related expenses, comprised primarily of (i) the amortization related to the value associated with the acquired backlog resulting from the CIT acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $45.4 and $115.4, respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs in the third quarter of 2024 of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Purchase Agreement to Acquire CommScope’s Connectivity and Cable Solutions Business

On August 4, 2025, the Company entered into a Purchase Agreement with CommScope to acquire CommScope’s Connectivity and Cable Solutions Business (“CCS Business”), for an aggregate purchase price of approximately $10,500 in cash, subject to customary post-closing adjustments.

Subject to the receipt of certain regulatory approvals and satisfaction of other customary closing conditions, the acquisition is expected to close by the end of the first quarter of 2026.

The Company expects to finance this acquisition through a combination of cash on hand and debt.

In connection with its entry into the Purchase Agreement, the Company obtained a commitment from JPMorgan Chase Bank, N.A., BNP Paribas, BNP Paribas Securities Corp.

and Mizuho Bank, Ltd.

for a $10,500 senior unsecured bridge facility, subject to customary conditions.

A portion ($4,000) of such financing was replaced by the Delayed Draw Term Loans, as discussed in Note 4 herein, and the remaining $6,500 is expected to be replaced by the issuance of new senior unsecured notes prior to the closing of the acquisition.

The CCS Business would expand the Company’s interconnect product capabilities in the IT datacom, communications networks and industrial markets, particularly adding complementary fiber optic interconnect capabilities.

If, and when, the acquisition is consummated, the Company expects to report the CCS Business within its Communications Solutions segment.

Purchase Agreement to Acquire Trexon

On August 18, 2025, the Company announced that it had entered into a definitive agreement to acquire Trexon, for an aggregate purchase price of approximately $1,000 in cash, subject to customary post-closing adjustments.

Subject to the receipt of certain regulatory approvals and satisfaction of other customary closing conditions, the acquisition is expected to close by the end of the fourth quarter of 2025.

The Company expects to finance this acquisition with cash on hand.

Trexon would expand the Company’s high-reliability interconnect and cable assembly capabilities, primarily for the defense market.

If, and when, the acquisition is consummated, the Company expects to report Trexon within its Harsh Environment Solutions segment.

Environmental Matters

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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, gains associated with bargain purchase acquisitions, and certain discrete tax items including, but not limited to, (i) the excess tax benefits related to stock-based compensation and (ii) the impact of significant changes in tax law.

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, gains associated with bargain purchase acquisitions, and certain discrete tax items including, but not limited to, (i) the excess tax benefits related to stock-based compensation, (ii) the impact of tax audits relating to prior periods and (iii) significant changes in tax law.

Non-GAAP financial measures related to net sales exclude the impact of foreign currency exchange rates and acquisitions.

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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, 2025 and 2024 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 2:

GAAP financial measures for the three and nine months ended September 30, 2025 and 2024 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 2:

● Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with U.S.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis