What changed in this filing

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Item 1. Financial Statements

2026-07-31 compared with 2026-05-01 · 238 added, 125 removed, 554 unchanged (40% of the section changed)

40 unchanged sentences

Three Months Ended

Six Months Ended

Cost of sales

17 unchanged sentences

Three Months Ended

Total other comprehensive (loss) income, net of tax:

Six Months Ended

Total other comprehensive income, net of tax:

Foreign currency translation adjustments

Reclassification of net unrealized loss on hedging activities to interest expense, net of tax of ($ 0.3 )

Pension and postretirement benefit plan adjustment, net of tax of ($ 0.4 ) and ($ 0.3 ), respectively

Total other comprehensive (loss) income, net of tax

Reclassification of net unrealized loss on hedging activities to interest expense, net of tax of ($ 0.3 ) and ($ 0.6 ), respectively

Pension and postretirement benefit plan adjustment, net of tax of ($ 0.4 ) and ($ 0.8 ) for 2026, and ($ 0.3 ) and ($ 0.6 ) for 2025, respectively

Total other comprehensive income, net of tax

Total comprehensive income

5 unchanged sentences

(dollars in millions)

Three Months Ended March 31,

Six Months Ended

Cash from operating activities:

20 unchanged sentences

Proceeds from exercise of stock options

Distributions to and purchases of noncontrolling interests

Dividend payments

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

10 unchanged sentences

Note 1—Basis of Presentation and Principles of Consolidation

The Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, and each of the related Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Cash Flow for the three months ended March 31, 2026 and 2025, include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol,” the “Company,” “we,” “our” or “us”).

The Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025, and the related Condensed Consolidated Statements of Cash Flow for the six months ended June 30, 2026 and 2025 include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol,” the “Company,” “we,” “our” or “us”).

All material intercompany balances and transactions have been eliminated in consolidation.

1 unchanged sentence

In the opinion of management, the condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with accounting principles generally accepted in the United States of America (“U.S.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year.

These condensed consolidated financial statements and the related notes should 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”).

21 unchanged sentences

The Company’s debt (net of any unamortized discount) consists of the following:

March 31, 2026

June 30, 2026

December 31, 2025

Revolving Credit Facility

Commercial Paper Programs

Commercial Paper Program

Euro Commercial Paper Program

Delayed Draw Term Loans

364-Day Delayed Draw Term Loan

1 unchanged sentence

4.750 % Senior Notes due March 2026

0.750 % Euro Senior Notes due May 2026

5.050 % Senior Notes due April 2027

2 unchanged sentences

4.375 % Senior Notes due June 2028

2.000 % Euro Senior Notes due October 2028

3.900 % Senior Notes due November 2028

3 unchanged sentences

4.125 % Senior Notes due November 2030

3.625 % Euro Senior Notes due March 2031

2.200 % Senior Notes due September 2031

3.125 % Euro Senior Notes due June 2032

4.400 % Senior Notes due February 2033

4 unchanged sentences

5.300 % Senior Notes due November 2055

Euro Senior Notes

0.750 % Euro Senior Notes due May 2026

2.000 % Euro Senior Notes due October 2028

3.375 % Euro Senior Notes due May 2029

3.625 % Euro Senior Notes due March 2031

3.125 % Euro Senior Notes due June 2032

3.875 % Euro Senior Notes due May 2034

unamortized deferred debt issuance costs

6 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility.

As of June 30, 2026 and December 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility.

The carrying value of any borrowings under the Revolving Credit Facility would approximate their fair value, primarily due to their market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5).

1 unchanged sentence

The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants.

On March 31, 2026, the Company was in compliance with the financial covenants under the Revolving Credit Facility .

On June 30, 2026, the Company was in compliance with the financial covenants under the Revolving Credit Facility .

Commercial Paper Programs

4 unchanged sentences

The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis.

As of March 31, 2026, the maximum aggregate principal amount outstanding of USCP Notes at any time is $ 3,000.0 .

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.

1 unchanged sentence

The Company borrowed under the U.S.

Commercial Paper Program throughout much of the first quarter of 2026, the proceeds of which were used for general corporate purposes.

Before the end of the first quarter of 2026, the Company repaid all of its USCP Notes outstanding using cash on hand.

As of March 31, 2026 and December 31, 2025, there were no USCP Notes outstanding.

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.

6 unchanged sentences

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 no t borrow under the Euro Commercial Paper Program during the first quarter of 2026, and, as of March 31, 2026 and December 31, 2025, there were no ECP Notes outstanding.

The Company did no t 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 March 31, 2026, the authorization from our Board of Directors (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 June 30, 2026, the authorization from our Board of Directors (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.

10 unchanged sentences

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 acquisition of CommScope’s Connectivity and Cable Solutions Business (“CommScope”), which closed on January 9, 2026, as discussed further in Note 11 herein.

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.

Therefore, as of June 30, 2026, the carrying amount of the 364-Day Delayed Draw Term Loan was $ 934.1 .

In accordance with the credit agreements, the borrowings under the 364-Day Delayed Draw Term Loan and the Three-Year Delayed Draw Term Loan will mature on January 8, 2027 and January 9, 2029 , respectively.

Interest rates on each Delayed Draw Term Loan were based on a spread over the adjusted term SOFR based on the Company’s debt rating, and as of March 31, 2026, the effective interest rates were approximately 4.42 % and 4.54 % for the 364 -Day Delayed Draw Term Loan and the Three-Year Delayed Draw Term Loan, respectively.

Interest rates on each Delayed Draw Term Loan were based on a spread over the adjusted term SOFR based on the Company’s debt rating, and as of June 30, 2026, the effective interest rates were approximately 4.37 % and 4.50 % for the 364 -Day Delayed Draw Term Loan and the Three-Year Delayed Draw Term Loan, respectively.

The Delayed Draw Term Loans required payment of certain commitment fees prior to the funding thereunder and require that the Company satisfy certain financial covenants, which financial covenants are the same as those under the Revolving Credit Facility.

On March 31, 2026, the Company was in compliance with the financial covenants under each 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 .

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 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.

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”).

Interest on the 2028 Senior Notes is payable semiannually on June 12 and December 12 of each year, which commenced on December 12, 2025.

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 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”).

4 unchanged sentences

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 herein.

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”).

Interest on the 2028 Senior Notes is payable semiannually on June 12 and December 12 of each year, which commenced on December 12, 2025.

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.

5 unchanged sentences

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”).

The 2031 Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s other unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes and the 2032 Euro Notes (each as defined below).

Interest on the 2031 Euro Notes is payable annually on March 30 of each year, commencing on March 30, 2027.

The Company intends to use the proceeds to repay the 0.750 % Euro Senior Notes due May 4, 2026 at maturity and for general corporate purposes.

On June 16, 2025, the Company issued € 600.0 (approximately $ 685.9 at date of issuance) aggregate principal amount of unsecured 3.125 % Senior Notes due June 16, 2032 (the “2032 Euro Notes”).

The 2032 Euro Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes (defined below) and the 2031 Euro Notes.

Interest on the 2032 Euro Notes is payable annually on June 16 of each year, commencing on June 16, 2026.

1 unchanged sentence

Commercial Paper Program and for general corporate purposes.

The Euro Issuer has two additional outstanding unsecured senior notes issued in Europe (the “Existing Euro Notes” together with the 2031 Euro Notes and the 2032 Euro Notes, the “Euro Notes” and, the Euro Notes together with the U.S.

Senior Notes, the “Senior Notes”), each of which was issued with an aggregate principal amount of € 500.0 .

The 0.750 % Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026 , while the 2.000 % Euro Senior Notes , which were issued in October 2018, mature on October 8, 2028 .

The Existing Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company.

Interest on each series of Existing Euro Notes is payable annually.

The Company may, at its option, redeem some or all of either series of Existing Euro Notes at any time, subject to certain terms and conditions, 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 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 fair value of each series of Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5).

21 unchanged sentences

The Company reviews the fair value hierarchy classifications on a quarterly basis and determines the appropriate classification of such assets and liabilities subject to the fair value hierarchy standards based on, among other things, the ability to observe valuation inputs.

The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards as of March 31, 2026 and December 31, 2025 are as follows:

The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards as of June 30, 2026 and December 31, 2025 are as follows:

Fair Value Measurements

3 unchanged sentences

Assets (Level 1)

March 31, 2026:

June 30, 2026:

Short-term investments

Long-term investments

Forward contracts

8 unchanged sentences

dollar equivalent of the net investments in certain foreign subsidiaries.

As of March 31, 2026, the fair value of such foreign exchange forward contracts in the table above consisted of (i) various outstanding foreign exchange forward contracts accounted for as net investment hedges and (ii) various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

As of June 30, 2026, the fair value of such foreign exchange forward contracts in the table above consisted of (i) various outstanding foreign exchange forward contracts accounted for as net investment hedges and (ii) various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

As of December 31, 2025, the Company had no outstanding foreign exchange forward contracts accounted for as either net investment hedges or cash flow hedges .

However, in June 2025, the Company issued the 2032 Euro Notes as discussed in Note 4, which have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries.

The effect of translating the 2032 Euro Notes into U.S.

However, in June 2025, the Company issued the 2032 Euro Notes, and in May 2026, the Company issued the 2029 Euro Notes and the 2034 Euro Notes, each as discussed in Note 4, and each of which have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries.

The effect of translating the 2029 Euro Notes, the 2032 Euro Notes and the 2034 Euro Notes into U.S.

Dollars is recorded in Accumulated other comprehensive income (loss) and remains there until the underlying net investment is sold or substantially liquidated.

We assessed the effectiveness of the net investment hedges at the inception of the hedging relationship and will assess quarterly thereafter.

As of March 31, 2026, the net investment hedges were assessed and deemed to be effective.

During the three months ended March 31, 2026 and 2025, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income, were not material.

As of June 30, 2026, the net investment hedges were assessed and deemed to be effective.

During the three and six months ended June 30, 2026 and 2025, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income, were not material.

In August 2025, the Company entered into $ 1,500.0 10-year and $ 1,000.0 30-year notional treasury lock derivative instruments to hedge interest rate risk prior to the issuance of the November Senior Notes, as discussed in Note 4 herein.

8 unchanged sentences

The redemption value of the redeemable noncontrolling interests is generally calculated using Level 3 unobservable inputs based on a multiple of earnings, which, for the redeemable noncontrolling interests currently outstanding, approximate fair value.

As such, the redemption value is classified as Level 3 in the fair value hierarchy and is recorded as Redeemable noncontrolling interests on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interests for the three months ended March 31, 2026 and 2025.

Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interests for the three and six months ended June 30, 2026 and 2025.

With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition accounting, the Company does not have any other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis.

1 unchanged sentence

Three Months Ended

Six Months Ended

Provision for income taxes

Effective tax rate

For the three months ended March 31, 2026 and 2025, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 50.9 and $ 20.1 , respectively, and decreasing our effective tax rate by approximately 310 basis points and 210 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

Acquisition-related expenses, as discussed in further detail in Note 11 herein, had the aggregate impact of increasing our effective tax rate by approximately 120 basis points and 30 basis points for the three months ended March 31, 2026 and 2025, respectively.

In addition, for the three months ended March 31, 2026, the Company recorded an accrual of $ 130.0 resulting 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, as well as $ 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 further discussed below.

These accruals had the effect of increasing our effective tax rate by approximately 1,760 basis points.

For the three months ended June 30, 2026 and 2025, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 80.5 and $ 85.3 , respectively, and decreasing our effective tax rate by approximately 340 basis points and 630 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

For the six months ended June 30, 2026 and 2025, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 131.4 and $ 105.5 , respectively, and decreasing our effective tax rate by approximately 330 basis points and 460 basis points, respectively.

The acquisition-related expenses incurred during the three months ended June 30, 2026 had an immaterial effect on our effective tax rate.

Acquisition-related expenses, as discussed in further detail in Note 11 herein, had the aggregate impact of increasing our effective tax rate by approximately 20 basis points for the three months ended June 30, 2025.

Acquisition-related expenses incurred during the six months ended June 30, 2026 and 2025 had the impact of increasing our effective tax rate by approximately 50 and 20 basis points, respectively.

For the three and six months ended June 30, 2026, the Company recorded 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 further discussed below.

These accruals had the effect of increasing our effective tax rate by approximately 160 basis points and 820 basis points, for the three and six months ended June 30, 2026, respectively.

The Company operates in the U.S.

3 unchanged sentences

The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable.

As of March 31, 2026, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 571.5 .

As of June 30, 2026, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 386.1 .

Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including the progress of tax audits and the closing of statutes of limitations.

Based on information currently available, management anticipates that over the next 12-month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of approximately $ 49.3 .

In connection with the previously disclosed tax matter in China, the Company received unfavorable determinations from the relevant tax authorities regarding certain of the Company’s prior period tax positions.

As 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.

In addition, the recent developments of the China tax matter also resulted in the Company reassessing certain tax rate assumptions applied to prior years’ results not subject to the China tax inquiries.

During the second quarter of 2026, the $ 230.0 was paid in full.

In addition, the developments of the China tax matter resulted in the Company’s reassessment, during the three months ended March 31, 2026, of certain tax rate assumptions applied to prior years’ results not subject to the China tax inquiries.

This reassessment resulted in the Company recording $ 160.0 of additional tax obligations in the three months ended March 31, 2026.

2 unchanged sentences

Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT.

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the three months ended March 31, 2026 and 2025.

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the three and six months ended June 30, 2026 and 2025.

While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows.

3 unchanged sentences

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 March 31, 2026.

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.

5 unchanged sentences

In addition, the equity attributable to noncontrolling interests is presented as a separate caption within equity.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended March 31, 2026 is as follows:

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended June 30, 2026 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

3 unchanged sentences

(in millions)

Balance as of March 31, 2026

Other comprehensive income (loss)

Distributions to and purchases of noncontrolling interests

Purchase of treasury stock

Retirement of treasury stock

Stock options exercised

Dividends declared ($ 0.25 per common share)

Stock-based compensation expense

Balance as of June 30, 2026

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the six months ended June 30, 2026 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

Treasury Stock

Comprehensive

(in millions)

Balance as of December 31, 2025

1 unchanged sentence

Acquisitions resulting in noncontrolling interests

Distributions to and purchases of noncontrolling interests

Purchase of treasury stock

3 unchanged sentences

Stock-based compensation expense

Balance as of June 30, 2026

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended June 30, 2025 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

Treasury Stock

Comprehensive

(in millions)

Balance as of March 31, 2025

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended March 31, 2025 is as follows:

Other comprehensive income (loss)

Distributions to shareholders of noncontrolling interests

Purchase of treasury stock

Retirement of treasury stock

Stock options exercised

Dividends declared ($ 0.165 per common share)

Stock-based compensation expense

Balance as of June 30, 2025

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the six months ended June 30, 2025 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

5 unchanged sentences

Other comprehensive income (loss)

Distributions to shareholders of noncontrolling interests

Purchase of treasury stock

3 unchanged sentences

Stock-based compensation expense

Balance as of March 31, 2025

Balance as of June 30, 2025

Stock Repurchase Programs

1 unchanged sentence

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

During the three months ended March 31, 2026, the Company repurchased 1.3 million shares of its Common Stock for $ 178.0 under the 2024 Stock Repurchase Program.

All of the repurchased shares under the 2024 Stock Repurchase Program during the three months ended March 31, 2026 were retained in Treasury stock at the time of repurchase.

From April 1, 2026 to April 28, 2026, the Company repurchased 0.3 million additional shares of its Common Stock for $ 44.2 , and, as of April 29, 2026, the Company has remaining authorization to purchase up to $ 648.8 of its Common Stock under the 2024 Stock Repurchase Program.

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.

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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 dividends declared and paid during the three months ended March 31, 2026 and 2025:

The following table summarizes the dividends declared and paid during the three and six months ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

Dividends declared

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Note 8—Stock-Based Compensation

For the three months ended March 31, 2026 and 2025, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 34.2 and $ 26.6 , respectively.

In addition, for the three months ended March 31, 2026 and 2025, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 54.7 and $ 23.0 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the three months ended March 31, 2026 and 2025 include excess tax benefits of $ 50.9 and $ 20.1 , respectively, from option exercises.

For the three months ended June 30, 2026 and 2025, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 45.4 and $ 31.3 , respectively.

In addition, for the three months ended June 30, 2026 and 2025, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 85.4 and $ 88.7 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the three months ended June 30, 2026 and 2025 include excess tax benefits of $ 80.5 and $ 85.3 , respectively, from option exercises.

For the six months ended June 30, 2026 and 2025, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 79.6 and $ 57.9 , respectively.

In addition, for the six months ended June 30, 2026 and 2025, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 140.1 and $ 111.7 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the six months ended June 30, 2026 and 2025 include excess tax benefits of $ 131.4 and $ 105.5 , respectively, from option exercises.

The impact associated with recognizing excess tax benefits from option exercises in the provision for income taxes on our consolidated financial statements could result in significant fluctuations in our effective tax rate in the future, since the provision for income taxes will be impacted by the timing and intrinsic value of future stock-based compensation award exercises.

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The Amended 2017 Employee Option Plan was approved by the Company’s stockholders and became effective on May 19, 2021.

As of March 31, 2026, there were 47,400,531 shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan.

As of June 30, 2026, there were 41,258,559 shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan.

Prior to the approval of the 2017 Employee Option Plan, the Company issued stock options under the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, and its amendment (the “2009 Employee Option Plan”).

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Options granted under the 2017 Option Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of 10 years from the date of grant.

Stock option activity for the three months ended March 31, 2026 was as follows:

Stock option activity for the three and six months ended June 30, 2026 was as follows:

Exercise Price

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Options outstanding at March 31, 2026

Vested and non-vested options expected to vest at March 31, 2026

Exercisable options at March 31, 2026

A summary of the status of the Company’s non-vested options as of March 31, 2026 and changes during the three months then ended is as follows:

Options granted

Options exercised

( 4,840,469 )

Options forfeited

Options outstanding at June 30, 2026

Vested and non-vested options expected to vest at June 30, 2026

Exercisable options at June 30, 2026

A summary of the status of the Company’s non-vested options as of June 30, 2026 and changes during the three and six months then ended is as follows:

Fair Value at

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Non-vested options at March 31, 2026

During the three months ended March 31, 2026 and 2025, the following activity occurred under the Company’s option plans:

Options granted

Options vested

( 10,383,345 )

Options forfeited

Non-vested options at June 30, 2026

During the three and six months ended June 30, 2026 and 2025, the following activity occurred under the Company’s option plans:

Three Months Ended

Six Months Ended

Total intrinsic value of stock options exercised

Total fair value of stock options vested

As of March 31, 2026, the total compensation cost related to non-vested options not yet recognized was approximately $ 324.4 with a weighted average expected amortization period of 3.28 years.

As of June 30, 2026, the total compensation cost related to non-vested options not yet recognized was approximately $ 522.4 with a weighted average expected amortization period of 3.87 years.

The grant-date fair value of each option grant under the 2009 Employee Option Plan and the 2017 Option Plan is estimated using the Black-Scholes option pricing model.

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The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period.

Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs.

Use of a valuation model for option grants requires management to make certain assumptions with respect to selected

model inputs.

Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options.

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On May 16, 2024, the Company’s stockholders approved the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the “2024 Directors Restricted Stock Plan”), which is administered by the Compensation Committee of the Board and reserves 500,000 shares of the Company’s Common Stock for future issuance pursuant to the plan.

As of March 31, 2026, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 461,092 .

As of June 30, 2026, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 450,228 .

Restricted shares granted under the 2024 Directors Restricted Stock Plan vest on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of grant.

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The 2024 Directors Restricted Stock Plan will expire on May 15, 2034, after which date no awards may be granted under the plan.

Restricted share activity for the three months ended March 31, 2026 was as follows:

Restricted share activity for the three and six months ended June 30, 2026 was as follows:

Weighted Average

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Restricted shares outstanding at March 31, 2026

As of March 31, 2026, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 0.2 .

Shares vested and issued

Restricted shares granted

Restricted shares outstanding at June 30, 2026

As of June 30, 2026, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 1.3 .

Note 9—Earnings Per Share

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Diluted EPS is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, including dilutive common shares, the dilutive effect of which relates to stock options.

The following is a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted) for the three months ended March 31, 2026 and 2025:

Three Months Ended

Six Months Ended

(dollars and shares in millions, except per share data)

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Net income attributable to Amphenol Corporation per common share — Diluted

There were no anti-dilutive common shares excluded from the computation above for the three months ended March 31, 2026.

Excluded from the computation above were anti-dilutive common shares (primarily related to outstanding stock options) of 8.2 million for the three months ended March 31, 2025.

Excluded from the computation above were anti-dilutive common shares (primarily related to outstanding stock options) of 4.3 million and 8.3 million for the three months ended June 30, 2026 and 2025, respectively.

Excluded from the computation above were anti-dilutive common shares (primarily related to outstanding stock options) of 1.9 million and 8.2 million for the six months ended June 30, 2026 and 2025, respectively.

Note 10—Benefit Plans and Other Postretirement Benefits

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Plans, the “Plans”).

The following is a summary, based on the most recent actuarial valuations, of the components of the Company’s net pension expense of the Company’s defined benefit plans for the three months ended March 31, 2026 and 2025:

Three Months Ended

Six Months Ended

Interest cost

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defined contribution plans up to a maximum of 7 % of eligible compensation.

During the three months ended March 31, 2026 and 2025, the Company provided matching contributions to the U.S.

During the six months ended June 30, 2026 and 2025, the Company provided matching contributions to the U.S.

defined contribution plans of approximately $ 25.5 and $ 18.9 , respectively.

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2026 Acquisitions

On January 9, 2026 , the Company completed the acquisition of the Connectivity and Cable Solutions business (which we now refer to collectively as “CommScope”) of Vistance Networks, Inc.

(“Vistance,” formerly known as CommScope Holding Company, Inc.) for an aggregate purchase price of $ 10,592.9 in cash, subject to customary post-closing adjustments.

CommScope is included in the Communications Solutions segment.

The CommScope acquisition was funded through a combination of net proceeds from the Delayed Draw Term Loans, the November Senior Notes and cash on hand, as discussed in Note 4 herein.

CommScope adds significant fiber optic interconnect capabilities for the IT datacom and communications networks markets, as well as a diverse range of industrial interconnect products for the building infrastructure connectivity market.

The accompanying Condensed Consolidated Statements of Income include the results of CommScope for the period from the acquisition date through March 31, 2026.

Net sales and Net loss from CommScope during this period were $ 871.5 and $ 9.0 , respectively.

The Net loss excludes interest expense and external transaction costs related to the acquisition and includes $ 155.5 ( $ 119.1 after-tax) of non-cash amortization related to the value associated with acquired backlog and acquisition-related inventory step-up discussed below.

During the first six months of 2026, the Company completed three acquisitions (collectively, the “2026 Acquisitions”) for approximately $ 10,684.0 , net of cash acquired, including the acquisition of the Connectivity and Cable Solutions business (which we now refer to collectively as “CommScope”) of Vistance Networks, Inc.

(“Vistance,” formerly known as CommScope Holding Company, Inc.).

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 Delayed Draw Term Loans, the November Senior Notes and cash on hand, as discussed in Note 4 herein.

Acquisition-related expenses

During the three months ended March 31, 2026, the Company incurred a total of $ 248.9 ($ 200.6 after-tax, or $ 0.16 per diluted share) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the CommScope and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $ 116.9 , of which $ 90.3 relates to the CommScope acquisition, 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 months ended June 30, 2026, the Company incurred a total of $ 23.5 ($ 18.0 after-tax, or $ 0.01 per diluted share) 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, or $ 0.17 per diluted share) 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).

Acquisition of CommScope

The accompanying Condensed Consolidated Statements of Income include the results of CommScope for the period from the acquisition date through June 30, 2026.

Net sales and Net income from CommScope during this period were $ 2,100.9 and $ 190.2 , respectively.

Net income excludes interest expense and external transaction costs related to the acquisition and includes $ 179.0 ($ 137.1 after-tax) of non-cash amortization related to the value associated with acquired backlog and acquisition-related inventory step-up discussed below.

Preliminary Allocation of Purchase Price

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The Company is in the process of completing its analysis of the fair value of the net assets acquired through the use of independent valuations and management’s estimates.

Since the following information is based on preliminary assessments made by management as of March 31, 2026, the acquisition accounting for CommScope is subject to final adjustment and it is possible that the final assessment of values may differ from this preliminary assessment.

The following table summarizes the preliminary assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed, as of the date of acquisition of January 9, 2026.

Since the following information is based on preliminary assessments made by management as of June 30, 2026, the acquisition accounting for CommScope is subject to final adjustment and it is possible that the final assessment of values may differ from this preliminary assessment.

The following table summarizes the preliminary

assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed, as of the date of acquisition of January 9, 2026.

Cash and cash equivalents

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Pro Forma Financial Information

The following table summarizes the unaudited pro forma combined financial information assuming that the CommScope acquisition had occurred on January 1, 2025, and its results had been included in our financial results for the full three months ended March 31, 2026 and 2025.

The pro forma amounts are based upon available information and reflect a reasonable estimate of the effects of the CommScope acquisition for the periods presented on the basis set forth herein.

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Three Months Ended

Six Months Ended

Net income attributable to Amphenol Corporation

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The unaudited pro forma financial information includes the historical operating results of the Company and CommScope prior to the acquisition, with directly attributable adjustments to reflect the additional depreciation and amortization, the associated incurrence of interest expense and interest income earned, acquisition-related costs and the consequential tax effects from January 1, 2025.

The unaudited pro forma financial information for the three months ended March 31, 2026 was adjusted to remove $ 222.3 ( $ 181.0 after-tax, or $ 0.14 per diluted share) of nonrecurring acquisition-related expenses resulting from the CommScope acquisition, comprised of (i) $ 66.8 in transaction expenses, (ii) $ 132.0 related to amortization of inventory step-up costs, and (iii) $ 23.5 of amortization related to the value associated with acquired backlog.

The unaudited pro forma financial information for the three months ended March 31, 2025 was adjusted to recognize $ 243.2 ( $ 201.9 after-tax, or $ 0.16 per diluted share) of nonrecurring acquisition-related expenses resulting from the CommScope acquisition, comprised of (i) $ 87.7 in transaction expenses, (ii) $ 132.0 related to amortization of inventory step-up costs, and (iii) $ 23.5 of amortization related to the value associated with acquired backlog.

The unaudited pro forma financial information for the three months ended June 30, 2026 was adjusted to remove $ 23.5 ( $ 18.0 after-tax, or $ 0.01 per diluted share) of nonrecurring acquisition-related expenses resulting from the CommScope acquisition, comprised of amortization related to the value associated with acquired backlog.

The unaudited pro forma financial information for the six months ended June 30, 2026 was adjusted to remove $ 245.8 ( $ 199.0 after-tax, or $ 0.15 per diluted share) of nonrecurring acquisition-related expenses resulting from the CommScope acquisition, comprised of (i) $ 66.8 in transaction expenses, (ii) $ 132.0 related to amortization of inventory step-up costs, and (iii) $ 47.0 of amortization related to the value associated with acquired backlog.

The unaudited pro forma financial information for the three months ended June 30, 2025 was adjusted to recognize $ 18.2 ( $ 18.0 after-tax, or $ 0.01 per diluted share) of nonrecurring acquisition-related expenses resulting from the CommScope acquisition, comprised of (i) removing $ 5.3 in transaction expenses, and (ii) adding $ 23.5 of amortization related to the value associated with acquired backlog.

The unaudited pro forma financial information for the six months ended June 30, 2025 was adjusted to recognize $ 261.4 ( $ 214.6 after-tax, or $ 0.17 per diluted share) of nonrecurring acquisition-related expenses resulting from the CommScope acquisition, comprised of (i) $ 82.4 in transaction expenses, (ii) $ 132.0 related to amortization of inventory step-up costs, and (iii) $ 47.0 of amortization related to the value associated with acquired backlog.

The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the CommScope acquisition been consummated as of the date indicated, nor indicative of any future results, including the realization of any synergies or cost savings.

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Commercial Paper Program, or a combination thereof.

As of March 31, 2026, the 2025 Acquisitions resulted in the recognition of $ 2,162.5 of goodwill and $ 1,203.0 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

As of June 30, 2026, the 2025 Acquisitions resulted in the recognition of $ 2,150.1 of goodwill and $ 1,203.0 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships having useful lives ranging from 10 to 18 years , the proprietary technology having useful lives ranging from 10 to 15 years , and the acquired backlog having a useful life of approximately 0.4 years.

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The Company expects that $ 672.8 of the goodwill recognized from the 2025 Acquisitions will be deductible for tax purposes.

The Company completed the acquisition accounting, including the analyses of fair value of assets acquired and liabilities assumed, for two of the 2025 Acquisitions, including the Andrew acquisition, and the final assessment of values did not differ materially from the previous preliminary assessment.

The Company is in the process of analyzing and completing the allocation of the fair value of the assets acquired and liabilities assumed for the other three 2025 Acquisitions.

The Company completed the acquisition accounting, including the analyses of fair value of assets acquired and liabilities assumed, for three of the 2025 Acquisitions, including the Andrew acquisition, and the final assessment of values did not differ materially from the previous preliminary assessment.

The Company is in the process of analyzing and completing the allocation of the fair value of the assets acquired and liabilities assumed for the other two 2025 Acquisitions.

Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from the Company’s preliminary assessments.

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Acquisition-related expenses

During the three months ended March 31, 2025, the Company incurred $ 104.9 ( $ 82.1 after-tax, or $ 0.06 per diluted share) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew acquisition and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $ 44.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $ 60.9 associated with the Andrew 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, or $ 0.02 per diluted share) and $ 133.8 ( $ 106.3 after-tax, or $ 0.08 per diluted share) 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 related to 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 associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Note 12—Goodwill and Other Intangible Assets

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Foreign currency translation

Goodwill at March 31, 2026

The increase in goodwill during the first three months of 2026 was driven by goodwill recognized from the CommScope acquisition.

Other than goodwill noted above, the Company’s intangible assets as of March 31, 2026 and December 31, 2025 were as follows:

March 31, 2026

Goodwill at June 30, 2026

The increase in goodwill during the first six months of 2026 was driven by goodwill recognized from the CommScope acquisition.

Other than goodwill noted above, the Company’s intangible assets as of June 30, 2026 and December 31, 2025 were as follows:

June 30, 2026

December 31, 2025

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(1) Certain prior period amounts have been reclassified to conform to the current period presentation.

The increase in the gross carrying amount of intangible assets in the first three months of 2026 was primarily driven by certain customer relationships, proprietary technology, trade names and acquired backlog recognized as a result of the CommScope acquisition.

Amortization expense for the three months ended March 31, 2026 and 2025 was

approximately $ 145.6 and $ 47.3 , respectively.

Amortization expense for the three months ended March 31, 2026 includes $ 46.9 related to the amortization of acquired backlog resulting from the CommScope and Trexon acquisitions.

Amortization expense for the three months ended March 31, 2025 includes $ 10.0 related to the amortization of acquired backlog resulting from the Andrew acquisition.

Amortization expense relating to the Company’s current intangible assets as of March 31, 2026 estimated for the remainder of 2026 is approximately $ 318.6 , and for each of the next five fiscal years is approximately $ 387.0 in 2027, $ 379.8 in 2028, $ 368.9 in 2029, $ 366.2 in 2030 and $ 359.7 in 2031.

The increase in the gross carrying amount of intangible assets in the first six months of 2026 was driven by certain customer relationships, proprietary technology, trade names and acquired backlog recognized as a result of the 2026 Acquisitions, primarily the CommScope acquisition.

Amortization expense for the three months ended June 30, 2026 and 2025 was approximately $ 121.6 and $ 39.8 , respectively.

Amortization expense for the three months ended June 30, 2026 includes $ 23.5 related to the amortization of acquired backlog resulting from the CommScope acquisition.

Amortization expense for the six months ended June 30, 2026 and 2025 was approximately $ 267.2 and $ 87.1 , respectively.

Amortization for the six months ended June 30, 2026 includes $ 70.4 related to the amortization of acquired backlog resulting from the CommScope and Trexon acquisitions.

Amortization expense for the six months ended June 30, 2025 includes $ 10.0 related to the amortization of acquired backlog resulting from the Andrew acquisition.

Amortization expense relating to the Company’s current intangible assets as of June 30, 2026 estimated for the remainder of 2026 is approximately $ 197.5 , and for each of the next five fiscal years is approximately $ 388.7 in 2027, $ 381.5 in 2028, $ 370.6 in 2029, $ 367.9 in 2030 and $ 361.4 in 2031.

Note 13—Reportable Business Segments

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Assets are reviewed by the CODM on a consolidated basis and therefore are not presented by reportable business segment.

The following table (i) summarizes, by segment, total sales, intersegment sales and external net sales and (ii) reconciles each segment’s external net sales to their respective segment operating income, including segment operating expenses, for the three months ended March 31, 2026 and 2025:

The following tables (i) summarize, by segment, total sales, intersegment sales and external net sales and (ii) reconcile each segment’s external net sales to their respective segment operating income, including segment operating expenses, for the three and six months ended June 30, 2026 and 2025:

Communications Solutions

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Interconnect and Sensor Systems

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Intersegment sales

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Segment operating income

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

Intersegment sales

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(1) The aggregated amount is comprised of cost of sales, selling, general and administrative expenses, and other segment related expenses.

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the three months ended March 31, 2026 and 2025 are as follows:

Communications Solutions

Harsh Environment Solutions

Interconnect and Sensor Systems

Three Months Ended June 30, 2025

Intersegment sales

External net sales

Segment operating expenses (1)

Segment operating income

Six Months Ended June 30, 2025

Intersegment sales

External net sales

Segment operating expenses (1)

Segment operating income

_____________________________

(1) The aggregated amount is comprised of cost of sales, selling, general and administrative expenses, and other segment related expenses.

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months Ended

Six Months Ended

Total segment operating income

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Income before income taxes

Depreciation and amortization expense by segment for the three months ended March 31, 2026 and 2025 is as follows:

Depreciation and amortization expense by segment for the three and six months ended June 30, 2026 and 2025 is as follows:

Three Months Ended

Six Months Ended

Communications Solutions

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Corporate / Other

For the three months ended March 31, 2026, depreciation and amortization expense in Corporate / Other includes (i) $ 46.9 related to the amortization of acquired backlog resulting from the CommScope and Trexon acquisitions, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income, and (ii) $ 132.0 of amortization of acquisition-related inventory step-up costs associated with the CommScope acquisition, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

For the three months ended March 31, 2025, depreciation and amortization expense in Corporate / Other includes (i) $ 10.0 related to the amortization of acquired backlog resulting from the Andrew acquisition, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income, and (ii) $ 60.9 of amortization of acquisition-related inventory step-up costs associated with the Andrew acquisition, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

For the three months ended June 30, 2026, depreciation and amortization expense in Corporate / Other includes $ 23.5 related to the amortization of acquired backlog resulting from the CommScope acquisition, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income.

For the six months ended June 30, 2026, depreciation and amortization expense in Corporate / Other includes (i) $ 70.4 related to the amortization of acquired backlog resulting from the CommScope and Trexon acquisitions, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income, and (ii) $ 132.0 of amortization of acquisition-related inventory step-up costs associated with the CommScope acquisition, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

For the three months ended June 30, 2025, depreciation and amortization expense in Corporate / Other includes $ 16.9 of amortization of acquisition-related inventory step-up costs associated with the Andrew acquisition, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

For the six months ended June 30, 2025, depreciation and amortization expense in Corporate / Other includes (i) $ 10.0 related to the amortization of acquired backlog resulting from the Andrew acquisition, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income, and (ii) $ 77.8 of amortization of acquisition-related inventory step-up costs associated with the Andrew acquisition, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

These expenses are reported in Corporate / Other, since they are not components in the determination of segment operating income.

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With limited exceptions, the Company recognizes revenue at the point in time when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods.

For the three months ended March 31, 2026 and 2025, less than 5 % of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination.

Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Condensed Consolidated Balance Sheets were not material as of March 31, 2026 and December 31, 2025.

These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of March 31, 2026 and December 31, 2025.

For the three and six months ended June 30, 2026 and 2025, less than 5 % of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination.

These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of June 30, 2026 and December 31, 2025.

The Company receives customer orders negotiated with multiple delivery dates that may extend across more than one reporting period until the contract is fulfilled, the end of the order period is reached, or a pre-determined maximum order value has been reached.

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It is generally expected that a substantial portion of our remaining performance obligations will be fulfilled within three months , and nearly all of our performance obligations are fulfilled within one year .

Since our performance obligations are part of contracts that generally have original durations of one year or less, we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of March 31, 2026.

While the Company typically offers standard product warranty coverage that provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of March 31, 2026 and December 31, 2025, and related warranty expense for the three months ended March 31, 2026 and 2025, have not been and were not material in the accompanying Condensed Consolidated Financial Statements.

While the Company typically offers standard product warranty coverage that provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of June 30, 2026 and December 31, 2025, and related warranty expense for the three and six months ended June 30, 2026 and 2025, have not been and were not material in the accompanying Condensed Consolidated Financial Statements.

Disaggregation of Net Sales

The following table shows our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three months ended March 31, 2026 and 2025:

The following tables show our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three and six months ended June 30, 2026 and 2025:

Communications

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Business Segments

Three Months Ended March 31,

Three Months Ended June 30,

Net sales by:

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Other foreign locations

Communications

Interconnect and

Total Reportable

Sensor Systems

Business Segments

Six Months Ended June 30,

Net sales by:

Sales channel:

End customers and contract manufacturers

Distributors and resellers

United States

Other foreign locations

Net sales by geographic area are based on the customer location to which the product is shipped.

8 unchanged sentences

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 1. Financial Statements