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Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-05-01 · 175 added, 125 removed, 268 unchanged (53% 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 months ended March 31, 2026 and 2025 has been derived from and should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included in Part I, Item 1 herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”).

The following discussion and analysis of the financial condition and results of operations for the three and six months ended June 30, 2026 and 2025 has been derived from and should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included in Part I, Item 1 herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”).

The following discussion and analysis should also be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”).

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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 months ended March 31, 2026, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.

The implementation did not have a material impact on the Company’s condensed consolidated financial statements during the three and six months ended June 30, 2026, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.

However, the Company will continue to evaluate the potential impact of Pillar Two on the Company and its results as additional countries adopt legislation and issue individual guidance on their enacted legislation.

Results of Operations

Three months ended March 31, 2026 compared to the three months ended March 31, 2025

Net sales were $7,620.1 in the first quarter of 2026 compared to $4,811.0 in the first quarter of 2025, representing an increase of 58% in U.S.

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

Net sales were $8,758.1 in the second quarter of 2026 compared to $5,650.3 in the second quarter of 2025, representing an increase of 55% in U.S.

dollars, 54% in constant currencies and 30% organically (excluding both currency and acquisition impacts;

unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes), compared to the prior year period.

The increase in net sales in the first quarter of 2026 was driven by strong organic growth in all three of the Company’s operating segments, along with contributions from the Company’s acquisition program, as described below.

From an end market standpoint, the increase in net sales in the first quarter of 2026 relative to the prior year period was driven by outsized organic growth in the information technology and data communications (“IT datacom”) market, and strong organic growth in the industrial, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program.

Net sales in the Communications Solutions segment (approximately 60% of net sales) in the first quarter of 2026 increased 88% in U.S.

dollars, 87% in constant currencies and 47% organically, compared to the first quarter of 2025.

The increase in the first quarter of 2026 was driven by outsized organic growth in the IT datacom market, with particular strength in artificial intelligence (“AI”)-related applications, as well as strong organic growth in the industrial market, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 22% of net sales) in the first quarter of 2026 increased 34% in U.S.

dollars, 31% in constant currencies and 23% organically, compared to the first quarter of 2025.

The increase in the first quarter of 2026 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 Interconnect and Sensor Systems segment (approximately 18% of net sales) in the first quarter of 2026 increased 23% in U.S.

dollars, 20% in constant currencies and 17% organically, compared to the first quarter of 2025.

T he increase in the first quarter of 2026 was driven by outsized organic growth in the IT datacom market, with particular strength in AI-related applications, along with contributions from the Company’s acquisition program.

The increase in net sales in the second quarter of 2026 was driven by strong organic growth in all three of the Company’s operating segments, along with contributions from the Company’s acquisition program, as described below.

From an end market standpoint, the increase in net sales in the second quarter of 2026 relative to the prior year period was driven by outsized organic growth in the information technology and data communications (“IT datacom”) market, and strong organic growth in the industrial, defense, commercial aerospace and mobile devices markets, along with contributions from the Company’s acquisition program.

Net sales were $16,378.2 in the first six months of 2026 compared to $10,461.3 in the first six months of 2025, which represented an increase of 57% in U.S.

dollars, 55% in constant currencies and 32% organically (excluding both currency and acquisition impacts), compared to the prior year period.

The increase in net sales in the first six months of 2026 was driven by strong organic growth in all three of the Company’s operating segments, along with contributions from the Company’s acquisition program, as described below.

From an end market standpoint, the increase in net sales in the first six months of 2026 relative to the prior year period was driven by outsized organic growth in the IT datacom market, and strong organic growth in the industrial, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program.

Net sales in the Communications Solutions segment (approximately 62% of net sales) in the second quarter of 2026 increased 85% in U.S.

dollars, 84% in constant currencies and 42% organically, compared to the second quarter of 2025.

The increase in the second quarter of 2026 was driven by outsized organic growth in the IT datacom market, with particular strength in artificial intelligence (“AI”)-related applications, as well as strong organic growth in the industrial, mobile devices and automotive markets, along with contributions from the Company’s acquisition program.

Net sales in the Communications Solutions segment (approximately 60% of net sales) in the first six months of 2026 increased 86% in U.S.

dollars, 86% in constant currencies and 44% organically, compared to the first six months of 2025.

The increase in the first six months of 2026 was driven by outsized organic growth in the IT datacom market, with particular strength in AI-related applications, as well as strong organic growth in the industrial market, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 21% of net sales) in the second quarter of 2026 increased 28% in U.S.

dollars, 28% in constant currencies and 22% organically, compared to the second quarter of 2025.

The increase in the second quarter of 2026 was driven by strong organic growth in the defense, industrial, commercial aerospace and IT datacom markets, along with contributions from the Company’s acquisition program.

Net sales in the Harsh Environment Solutions segment (approximately 22% of net sales) in the first six months of 2026 increased 31% in U.S.

dollars, 30% in constant currencies and 22% organically, compared to the first six months of 2025.

The increase in the first six months of 2026 was driven by strong organic growth in the defense, industrial, commercial aerospace, IT datacom and automotive markets, along with contributions from the Company’s acquisition program.

Net sales in the Interconnect and Sensor Systems segment (approximately 17% of net sales) in the second quarter of 2026 increased 17% in U.S.

dollars, 16% in constant currencies and 13% organically, compared to the second quarter of 2025.

T he increase in the second quarter of 2026 was driven by strong organic growth in the IT datacom market, with particular strength in AI-related applications, along with contributions from the Company’s acquisition program.

Net sales in the Interconnect and Sensor Systems segment (approximately 18% of net sales) in the first six months of 2026 increased 20% in U.S.

dollars, 18% in constant currencies and 15% organically, compared to the first six months of 2025.

T he increase in the first six months of 2026 was driven by outsized organic growth in the IT datacom market, with particular strength in AI-related applications, along with contributions from the Company’s acquisition program.

The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S.

GAAP financial measures, by segment, geography and consolidated, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025:

GAAP financial measures, by segment, geography and consolidated, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025:

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

Sales Growth (4)

Three Months Ended March 31,

Three Months Ended June 30,

Net sales by:

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United States

Six Months Ended June 30,

Net sales by:

Communications Solutions

Harsh Environment Solutions

Interconnect and Sensor Systems

Geography (6) :

United States

(1) Percentages in this table were calculated using actual, unrounded results;

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The comparatively weaker U.S.

dollar for the first quarter of 2026 had the effect of increasing sales by approximately $89.9 for such period, relative to the comparable period in 2025.

Operating expenses (defined as Cost of sales and Selling, general and administrative expenses) were $5,671.4, or 74.4% of net sales, for the first quarter of 2026, compared to $3,742.2, or 77.8% of net sales, for the first quarter of 2025.

Operating income was $1,831.8, or 24.0% of net sales, for the first quarter of 2026, compared to $1,024.8, or 21.3% of net sales, for the first quarter of 2025.

The decrease in Operating expenses as a percentage of net sales and increase in Operating income as a percentage of net sales in the first quarter of 2026 was primarily driven by strong operating performance and disciplined cost control, which generated strong operating leverage on the significant growth experienced during the period, partially offset by the effect of acquisitions, which currently have higher Operating expenses as a percentage of net sales compared to the Company average.

Operating income for the first quarter of 2026 includes $248.9 of acquisition-related expenses, comprised of (i) the non-cash amortization of the value associated with acquired backlog resulting from the CommScope and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $116.9 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $132.0 associated with the CommScope acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Operating income for the first quarter of 2025 includes $104.9 of acquisition-related expenses comprised of (i) the non-cash amortization related to the value associated with the acquired backlog resulting from the acquisition of the Outdoor Wireless Networks segment and Distributed Antenna Systems business of Vistance Networks, Inc.

dollar for the second quarter and first six months of 2026 had the effect of increasing sales by approximately $46.5 and $136.4 for such periods, relative to the comparable periods in 2025.

Operating expenses (defined as Cost of sales and Selling, general and administrative expenses) were $6,150.0, or 70.2% of net sales, for the second quarter of 2026, compared to $4,219.5, or 74.7% of net sales, for the second quarter of 2025.

Operating income was $2,584.6, or 29.5% of net sales, for the second quarter of 2026, compared to $1,418.8, or 25.1% of net sales, for the second quarter of 2025.

The decrease in Operating expenses as a percentage of net sales and increase in Operating income as a percentage of net sales for the second quarter of 2026 was primarily driven by strong operating performance and disciplined cost control, which generated strong operating leverage on the significant growth experienced during the period, and to a lesser extent, due to a net benefit of $80.0 related to the recovery of International Emergency Economic Powers Act (“IEEPA”) tariffs, partially offset by the effect of acquisitions, which currently have higher Operating expenses as a percentage of net sales compared to the Company average.

Operating income for the second quarter of 2026 includes $23.5 of acquisition-related expenses, comprised of the non-cash amortization of the value associated with acquired backlog resulting from the CommScope acquisition.

Operating income for the second quarter of 2025 includes $28.9 of acquisition-related expenses, comprised of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the acquisition of the Outdoor Wireless Networks segment and Distributed Antenna Systems business of Vistance Networks, Inc.

(collectively, “Andrew”) and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $12.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $16.9 associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Operating income for the Communications Solutions segment for the first quarter of 2026 was $1,389.4, or 30.6% of net sales, compared to $660.8, or 27.4% of net sales, for the first quarter of 2025.

The increase in operating margin for the Communications Solutions segment relative to the comparable period in 2025 was primarily driven by strong operating leverage on the significantly higher organic sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Operating income for the Harsh Environment Solutions segment for the first quarter of 2026 was $473.3, or 28.0% of net sales, compared to $311.2, or 24.5% of net sales, for the first quarter of 2025.

The increase in operating margin for the Harsh Environment Solutions segment relative to the comparable period in 2025 was 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 Interconnect and Sensor Systems segment for the first quarter of 2026 was $281.7, or 20.2% of net sales, compared to $204.5, or 18.1% of net sales, for the first quarter of 2025, respectively.

The increase in operating margin for the Interconnect and Sensor Systems segment relative to the comparable period in 2025 was primarily driven by strong operating leverage on the higher organic sales volumes.

Interest expense for the first quarter of 2026 was $207.9, compared to $76.5 for the first quarter of 2025.

The increase in interest expense for the first quarter of 2026 was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2025 and 2026, and borrowings under the Delayed Draw Term Loans to fund all or part of acquisitions, including the CommScope acquisition (as defined and discussed below within this Item 2 and in Note 11 of the accompanying Notes to Condensed Consolidated Financial Statements herein).

Operating expenses were $11,821.4, or 72.2% of net sales, for the six months ended June 30, 2026, compared to $7,961.7, or 76.1% of net sales, for the six months ended June 30, 2025.

Operating income was $4,416.4 or 27.0% of net sales, for the six months ended June 30, 2026, compared to $2,443.6, or 23.4% of net sales, for the six months ended June 30, 2025.

The decrease in Operating expenses as a percentage of net sales and increase in Operating income as a percentage of net sales for the six months ended June 30, 2026 was primarily driven by strong operating performance and disciplined cost control, which generated strong operating leverage on the significant growth experienced during the period, and to a lesser extent, due to a net benefit of $80.0 related to the recovery of IEEPA tariffs, partially offset by the effect of acquisitions, which currently have higher Operating expenses as a percentage of net sales compared to the Company average.

Operating income for the six months ended June 30, 2026 includes $272.4 of acquisition-related expenses, comprised of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the CommScope and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $140.4 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $132.0 associated with the CommScope acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Operating income for the six months ended June 30, 2025 includes $133.8 of acquisition-related expenses comprised of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $56.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $77.8 associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Operating income for the Communications Solutions segment for the second quarter and first six months of 2026 was $1,808.3, or 33.6% of net sales, and $3,197.7, or 32.2% of net sales, respectively, compared to $890.7, or 30.6% of net sales, and $1,551.5, or 29.1% of net sales, for the second quarter and first six months of 2025, respectively.

The increases in operating margin for the Communications Solutions segment relative to the comparable periods in 2025 were primarily driven by strong operating leverage on the significantly higher organic sales volumes, and to a lesser extent, due to a net benefit related to the recovery of IEEPA tariffs, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Operating income for the Harsh Environment Solutions segment for the second quarter and first six months of 2026 was $559.3, or 30.1% of net sales, and $1,032.6, or 29.1% of net sales, respectively, compared to $363.7, or 25.2% of net sales, and $674.9, or 24.9% of net sales, for the second quarter and first six months of 2025, respectively.

The increases in operating margin for the Harsh Environment Solutions segment relative to the comparable periods in 2025 were primarily driven by strong operating leverage on the higher organic sales volumes, and to a lesser extent, due to a net benefit related to the recovery of IEEPA tariffs, slightly offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Operating income for the Interconnect and Sensor Systems segment for the second quarter and first six months of 2026 was $318.9, or 21.0% of net sales, and $600.6, or 20.6% of net sales, respectively, compared to $252.3, or 19.5% of net sales, and $456.8, or 18.8% of net sales, for the second quarter and first six months of 2025, respectively.

The increases in operating margin for the Interconnect and Sensor Systems segment relative to the comparable periods in 2025 were primarily driven by strong operating leverage on the higher organic sales volumes.

Interest expense for the second quarter and first six months of 2026 was $213.7 and $421.6, respectively, compared to $80.9 and $157.4, for the second quarter and first six months of 2025, respectively.

The increases in interest expense for both the second quarter and first six months of 2026 were primarily driven by higher average borrowing levels, resulting from the issuances of new Senior Notes during 2025 and 2026, and borrowings under the Delayed Draw Term Loans to fund all or part of acquisitions, including the CommScope acquisition (as defined and discussed below within this Item 2 and in Note 11 of the accompanying Notes to Condensed Consolidated Financial Statements herein).

Refer to Note 4 of the Notes to Condensed Consolidated Financial Statements for further information related to the Company’s debt.

Provision for income taxes for the first quarter of 2026 was at an effective tax rate of 42.7%, compared to 22.7%, for the first quarter of 2025.

Various items incurred in the first quarter of 2026 and 2025 impacted the effective tax rate and earnings per share by the amounts noted in the tables below.

For the first quarter of 2026 and 2025, these items included excess tax benefits resulting from stock option exercise activity, as well as the tax effect of the aforementioned acquisition-related expenses incurred during the period.

In addition, for the first quarter of 2026, the effective tax rate was further impacted by an accrual recorded 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 a result of this matter, as well as a continued shift in income to higher-tax jurisdictions, during the three months ended March 31, 2026, the Company increased its Adjusted Effective Tax Rate to 27.0%.

Therefore, excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 2, for the three months ended March 31, 2026 and 2025 was 27.0% and 24.5%, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results.

Provision for income taxes for the second quarter and first six months of 2026 was at an effective tax rate of 25.3% and 32.4%, respectively.

Provision for income taxes for the second quarter and first six months of 2025 was at an effective tax rate of 18.3% and 20.2%, respectively.

Various items incurred in the second quarter and first six months of 2026 and 2025 impacted the effective tax rate and earnings per share by the amounts noted in the tables below.

For the second quarter and first six months of 2026 and 2025, these items included excess tax benefits resulting from stock option exercise activity, as well as the tax effect of the aforementioned acquisition-related expenses incurred during such periods.

For the three and six months ended June 30, 2026, the effective tax rate was further impacted by income tax related accruals of $39.0 and $169.0, respectively.

The amounts recorded during the three months ended March 31, 2026 primarily result from unfavorable determinations received from relevant tax authorities in China regarding the previously disclosed tax inquiries into certain of the Company’s prior period tax positions.

The amounts recorded during the three months ended June 30, 2026 primarily relate to reserves for potential settlement of various foreign tax matters.

In addition, for the six months ended June 30, 2026, the Company recorded the previously disclosed $160.0 in additional tax obligations related to China resulting from the Company’s reassessment of certain tax rate assumptions applied to prior years’ results not subject to the tax inquiries.

As a result of this matter, as well as a continued shift in income to higher-tax jurisdictions, during the six months ended June 30, 2026, the Company increased its Adjusted Effective Tax Rate to 27.0%.

Therefore, excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 2, for both the three and six months ended June 30, 2026 was 27.0%, and for both the three and six months ended June 30, 2025 was 24.5%, as

reconciled in the table below to the comparable effective tax rate based on GAAP results.

Refer to Note 6 of the Notes to Condensed Consolidated Financial Statements for further information related to income taxes.

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $933.0 and $0.72, respectively, for the first quarter of 2026, compared to $737.8 and $0.58, respectively, for the first quarter of 2025.

Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section below within this Item 2, were $1,372.7 and $1.06, respectively, for the first quarter of 2026, compared to $799.8 and $0.63, respectively, for the first quarter of 2025.

The following table reconciles 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 months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $1,769.2 and $1.37, respectively, for the second quarter of 2026, compared to $1,091.3 and $0.86, respectively, for the second quarter of 2025.

Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section below within this Item 2, were $1,745.7 and $1.35, respectively, for the second quarter of 2026, compared to $1,030.1 and $0.81, respectively, for the second quarter of 2025.

Net income attributable to Amphenol Corporation and Diluted EPS were $2,702.2 and $2.10, respectively, for the first six months of 2026, compared to $1,829.1 and $1.44, respectively, for the first six months of 2025.

Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $3,118.4 and $2.42, respectively, for the first six months of 2026, compared to $1,829.9 and $1.44, respectively, for the first six months of 2025.

The following tables reconcile Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S.

GAAP financial measures for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Reported (GAAP)

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Adjusted (non-GAAP) (2)

Six Months Ended June 30,

Reported (GAAP)

Amortization of acquisition-related inventory step-up costs

Acquisition-related expenses

Excess tax benefits related to stock-based compensation

Discrete tax items

Adjusted (non-GAAP) (2)

(1) While the terms “operating margin” and “effective tax rate” are not considered U.S.

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therefore, the sum of the components may not add due to rounding.

(3) GAAP and Adjusted Operating Income for both the three and six months ended June 30, 2026 included an $80.0, or $0.04 per share, net benefit related to the recovery of IEEPA tariffs.

Liquidity and Capital Resources

Liquidity and Cash Requirements

As of March 31, 2026 and December 31, 2025, the Company had cash, cash equivalents and short-term investments of $4,583.1 and $11,434.2, respectively.

As of March 31, 2026, the majority of the Company’s cash, cash equivalents and short-term investments on hand was located outside of the United States.

As of June 30, 2026 and December 31, 2025, the Company had cash, cash equivalents and short-term investments of $5,419.1 and $11,434.2, respectively.

As of June 30, 2026, the majority of the Company’s cash, cash equivalents and short-term investments on hand was located outside of the United States.

However, as of December 31, 2025, more than half of the Company’s cash, cash equivalents, and short-term investments on hand was located in the United States, primarily as a result of the proceeds from the issuance of the November Senior Notes, which were subsequently used to fund the CommScope acquisition.

The Company’s primary sources of liquidity are internally generated cash provided by operating activities, cash, cash equivalents and short-term investments on hand, as well as availability under the Commercial Paper Programs and the Revolving Credit Facility (both as defined below).

The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed in the first quarter of 2026 in connection with the issuance of the 2031 Euro Notes and the drawing of the Delayed Draw Term Loans), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations.

The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed in the first six months of 2026 for various debt issuances), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations.

The Company’s debt instruments are defined and discussed in more detail below within this Item 2.

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

As of March 31, 2026 and December 31, 2025, the Company had no borrowings outstanding under the Revolving Credit Facility and Commercial Paper Programs.

However, the Company

borrowed under the U.S.

Commercial Paper Program during the first quarter of 2026 from time to time, the proceeds of which were used for general corporate purposes.

Although all such borrowings were repaid before the end of the first quarter of 2026, the Company may make additional borrowings under the Revolving Credit Facility and the Commercial Paper Programs in the future.

As of March 31, 2026, the Company had $1,534.1 outstanding under each of the Delayed Draw Term Loans.

As of June 30, 2026 and December 31, 2025, the Company had no borrowings outstanding under the Revolving Credit Facility and Commercial Paper Programs.

However, the Company borrowed under the U.S.

Commercial Paper Program during the first six months of 2026 from time to time, the proceeds of which were used for general corporate purposes.

Although all such borrowings were repaid before the end of the second quarter of 2026, the Company may make additional borrowings under the Revolving Credit Facility and the Commercial Paper Programs in the future.

As of June 30, 2026, the Company had $934.1 and $1,534.1 outstanding under the 364-Day Delayed Draw Term Loan and Three-Year Delayed Draw Term Loan, respectively.

On July 2, 2026 and on July 27, 2026, the Company used cash on hand to repay $300.0 and $234.1, respectively, of the outstanding balance under the 364-Day Delayed Draw Term Loan.

As of the date these condensed consolidated financial statements were issued, the carrying amount of the 364-Day Delayed Draw Term Loan was $400.0.

As of December 31, 2025, the Company had no borrowings outstanding under either Delayed Draw Term Loan.

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Although the Company does not expect changes in interest rates to have a material effect on net income or cash flows for the remainder of 2026, there can be no assurance that interest rates will not change significantly from current levels.

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 above 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 also 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.

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The Company intends to indefinitely reinvest the remaining pre-2026 foreign earnings.

As of March 31, 2026, the Company has accrued the foreign and U.S.

As of June 30, 2026, the Company has accrued the foreign and U.S.

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

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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.

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Cash Flow Summary

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

Three Months Ended March 31,

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

Six Months Ended

Net cash provided by operating activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

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The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths.

Net cash provided by operating activities (“Operating Cash Flow”) was $1,121.5 in the first three months of 2026 compared to $764.9 in the first three months of 2025.

The increase in Operating Cash Flow for the first three months of 2026 compared to the first three months of 2025 is primarily due to the increase in net income and the non-cash addback of depreciation and amortization, partially offset by a higher usage of cash related to the change in working capital.

In the first three months of 2026, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $499.8, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $445.5, inventories of $156.0, and prepaid expenses and other current assets of $72.7, partially offset by an increase in accounts payable of $107.4 and an increase in accrued liabilities, including income taxes, of $67.0.

In the first three months of 2025, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $271.3, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $333.5, inventories of $117.2 and prepaid expenses and other current assets of $110.9, partially offset by increases in accounts payable of $167.7 and accrued liabilities, including income taxes, of $100.3.

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at March 31, 2026 as compared to December 31, 2025.

Accounts receivable increased $1,155.8 to $5,872.9, primarily due to the higher sales in the first quarter of 2026 relative to the fourth quarter of 2025, along with the impact of the CommScope acquisition that closed during the first quarter of 2026 and the effect of translation from exchange rate changes (“Translation”) at March 31, 2026 compared to December 31, 2025.

Days sales outstanding at March 31, 2026 and December 31, 2025 were 68 days and 66 days, respectively.

Inventories increased $661.9 to $4,086.8, primarily due to the impact of the CommScope acquisition and Translation .

Inventory days at March 31, 2026 and December 31, 2025 were 78 days and 77 days, respectively.

Prepaid expenses and other current assets increased $149.9 to $840.9, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the CommScope acquisition and Translation .

Property, plant and equipment, net, increased $383.0 to $2,688.6, primarily due to capital expenditures of $291.6, the impact of the CommScope acquisition and Translation, partially offset by depreciation of $200.6.

Goodwill increased $6,967.5 to $17,542.9, primarily driven by goodwill recognized from the CommScope acquisition, partially offset by Translation .

Other intangible assets, net, increased $3,159.7 to $5,401.1, primarily due to the recognition of certain intangible assets related to the CommScope acquisition, partially offset by the amortization associated with the Company’s current intangible assets and Translation .

Other long-term assets increased $270.2 to $1,117.5, primarily due to an increase in operating lease right-of-use assets resulting from new and renewed lease agreements entered into during the first quarter of 2026 as well as acquired leases resulting from the CommScope acquisition and Translation.

Accounts payable increased $519.6 to $3,181.5, primarily due to incr eased purchasing activity related to the higher sales levels in the first quarter of 2026 relative to the fourth quarter of 2025, along with the impact of the CommScope acquisition and Translation.

Payable days at March 31, 2026 and December 31, 2025 were 61 days and 60 days, respectively.

Total accrued expenses, including accrued income taxes, increased $479.9 to $3,683.6, primarily as a result of increases in accrued interest, accrued income taxes and various other accrued expenses, along with the impact of the CommScope acquisition and Translation, partially offset by a decrease in accrued salaries, wages and employee benefits.

Other long-term liabilities, including deferred tax liabilities, increased $1,053.3 to $2,274.7, primarily due to an increase in long-term deferred income taxes largely as a result of the CommScope acquisition, an increase in lease liabilities resulting from new and renewed lease agreements entered into during the first three months of 2026 as well as acquired leases resulting from the CommScope acquisition, and increases in various other long-term liabilities and Translation.

Net cash provided by operating activities (“Operating Cash Flow”) was $2,678.7 in the first six months of 2026 compared to $2,181.7 in the first six months of 2025.

The increase in Operating Cash Flow for the first six months of 2026 compared to the first six months of 2025 is primarily due to the increase in net income and the non-cash addback of depreciation and amortization, partially offset by a higher usage of cash related to the change in working capital.

In the first six months of 2026, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $1,176.4, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $1,310.7, inventories of $579.0, and prepaid expenses and other current assets of $221.1, and a decrease in accrued income taxes of $132.3, partially offset by an increase in accounts payable of $804.1 and an increase in accrued liabilities of $262.3.

In the first six months of 2025, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $374.3, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $591.4, inventories of $277.3 and prepaid expenses and other current assets of $136.0, partially offset by increases in accounts payable of $360.7 and accrued liabilities, including income taxes, of $269.7.

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at June 30, 2026 as compared to December 31, 2025.

Accounts receivable increased $2,073.0 to $6,790.1, primarily due to the higher sales in the second quarter of 2026 relative to the fourth quarter of 2025, along with the impact of the three acquisitions (collectively, the “2026 Acquisitions”) that closed during the first six months of 2026, partially offset by the effect of translation from exchange rate changes (“Translation”) at June 30, 2026 compared to December 31, 2025.

Days sales outstanding at June 30, 2026 and December 31, 2025 were 69 days and 66 days, respectively.

Inventories increased $1,126.7 to $4,551.6, primarily due to the impact of the 2026 Acquisitions, along with the impact of higher sales in the second quarter of 2026 relative to the fourth quarter of 2025, and Translation .

Inventory days at June 30, 2026 and December 31, 2025 were 76 days and 77 days, respectively.

Prepaid expenses and other current assets increased $365.0 to $1,056.0, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2026 Acquisitions, partially offset by Translation .

Property, plant and equipment, net, increased $626.6 to $2,932.2, primarily due to capital expenditures of $647.1, and the impact of the 2026 Acquisitions, partially offset by depreciation of $413.0 and Translation .

Goodwill increased $6,979.3 to $17,554.7, driven by goodwill recognized from the 2026 Acquisitions, primarily the CommScope acquisition, partially offset by Translation .

Other intangible assets, net, increased $3,047.5 to $5,288.9, due to the recognition of certain intangible assets related to the 2026 Acquisitions, primarily the CommScope acquisition, partially offset by the amortization associated with the Company’s current intangible assets and Translation .

Other long-term assets increased $366.7 to $1,214.0, primarily due to an increase in operating lease right-of-use assets resulting from new and renewed lease agreements entered into during the first six months of 2026 as well as acquired leases resulting from the 2026 Acquisitions.

Accounts payable increased $1,347.2 to $4,009.1, primarily due to incr eased purchasing activity related to the higher sales levels in the second quarter of 2026 relative to the fourth quarter of 2025, along with the impact of the 2026 Acquisitions and Translation.

Payable days at June 30, 2026 and December 31, 2025 were 69 days and 60 days, respectively.

Total accrued expenses, including accrued income taxes, increased $590.9 to $3,794.6, primarily as a result of increases in accrued interest, accrued salaries, wages and employee benefits and various other accrued expenses, along with the impact of the 2026 Acquisitions and Translation, partially offset by a decrease in accrued income taxes.

Other long-term liabilities, including deferred tax liabilities, increased $1,189.2 to $2,410.6, primarily due to an increase in long-term deferred income taxes largely as a result of the CommScope acquisition, an increase in lease liabilities resulting from new and renewed lease agreements entered into during the first six months of 2026 as well as acquired leases resulting from the CommScope acquisition, and increases in various other long-term liabilities.

In addition to Operating Cash Flow, the Company also considers Free Cash Flow, a non-GAAP financial measure defined in the “Non-GAAP Financial Measures” section below, as a key metric in measuring the Company’s ability to generate cash.

The following table reconciles Free Cash Flow to its most directly comparable U.S.

GAAP financial measure for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,

GAAP financial measure for the six months ended June 30, 2026 and 2025.

Six Months Ended

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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 $11,030.8 in the first three months of 2026, compared to $2,352.6 in the first three months of 2025.

In the first three months of 2026, net cash used in investing activities was primarily driven by the use of $10,592.9 to fund the CommScope acquisition, capital expenditures (net of disposals) of $290.3 and net purchases of short-term investments of $148.7.

In the first three months of 2025, net cash used in investing activities was primarily driven by the use of $2,172.2 to fund acquisitions and capital expenditures (net of disposals) of $184.5, partially offset by net sales and maturities of short-term investments of $4.1.

Net cash used in investing activities was $11,703.6 in the first six months of 2026, compared to $2,964.2 in the first six months of 2025.

In the first six months of 2026, net cash used in investing activities was primarily driven by the use of $10,684.0 to fund the 2026 Acquisitions, primarily the CommScope acquisition, capital expenditures (net of disposals) of $642.0 and net purchases of short-term investments of $375.6.

In the first six months of 2025, net cash used in investing activities was primarily driven by the use of $2,483.2 to fund acquisitions and capital expenditures (net of disposals) of $480.0.

Financing Activities

Cash flows from financing activities primarily consist of cash flows associated with borrowings and repayments of the Company’s credit facilities and other long-term debt, repurchases of Common Stock, proceeds from stock option exercises, dividend payments, and distributions to and purchases of noncontrolling interests.

Net cash provided by financing activities was $2,898.3 in the first three months of 2026, compared to net cash used in financing activities of $88.6 in the first three months of 2025.

In the first three months of 2026, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $3,645.1, primarily related to the borrowings under the Delayed Draw Term Loans and the issuance of the 2031 Euro Notes (defined below), and (ii) cash proceeds of $95.9 from the exercise of stock options, partially offset by (a) redemption of the 4.750% Senior Notes of $350.0, (b) dividend payments of $306.7, and (c) repurchases of the Company’s Common Stock of $178.0 .

In the first three months of 2025, net cash used in financing activities was primarily driven by (i) redemption of the 2.050% Senior Notes of $400.0, (ii) dividend payments of $199.5, and (iii) repurchases of the Company’s Common Stock of $180.9, partially offset by (a) borrowings under the U.S.

Commercial Paper Program of $639.8, and (b) cash proceeds of $53.2 from the exercise of stock options.

Net cash provided by financing activities was $2,585.2 in the first six months of 2026, compared to $612.3 in the first six months of 2025.

In the first six months of 2026, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $4,927.2, primarily related to the borrowings under the Delayed Draw Term Loans and the issuances of the 2029 Euro Notes, the 2031 Euro Notes, and the 2034 Euro Notes (each as defined below), and (ii) cash proceeds of $200.6 from the exercise of stock options, partially offset by (a) repayments of Senior Notes and other long-term debt of $1,535.7, (b) dividend payments of $614.0, (c) repurchases of the Company’s Common Stock of $386.0, and (d) payments of $11.7 related to debt financing costs associated with the Company’s issuances of the 2029 Euro Notes, the 2031 Euro Notes, and the 2034 Euro Notes .

In the first six months of 2025, net cash provided by financing activities was largely driven by net cash proceeds from borrowings of $1,430.0, primarily related to the issuance of the 2028 Senior Notes and the 2032 Euro Notes (both as defined below), and cash proceeds of $333.8 from the exercise of stock options, partially offset by (i) redemption of the 2.050% Senior Notes of $400.0, (ii) dividend payments of $399.1, (iii) repurchases of the Company’s Common Stock of $341.0, and (iv) payments of $9.1 related to debt financing costs associated with the Company’s issuances of the 2028 Senior Notes and the 2032 Euro Notes.

The Company has significant flexibility to meet its financial commitments.

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dollar borrowings, are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”).

The Company may utilize the Revolving Credit

Facility for general corporate purposes.

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

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

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

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

On 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.

On August 22, 2025, the Company entered into (i) a three-year, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions, and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “Three-Year Delayed Draw Term Loan”), which is scheduled to mature on the three-year anniversary of the funding date, and (ii) a 364-day, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans” and individually, a “Delayed Draw Term Loan”), which is scheduled to mature on the date that is 364 days after the funding date.

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

Interest rates under each Delayed Draw Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating.

Interest rates under each Delayed Draw Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which

spread varies based on the Company’s debt rating.

On November 13, 2025, the aggregate commitment amount in respect of each of the Delayed Draw Term Loans was individually reduced to $1,534.1.

On January 9, 2026, the Company drew the full $1,534.1 available under each of the Delayed Draw Term Loans to fund a portion of the consideration for the CommScope acquisition.

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

On May 11, 2026, the Company used cash on hand to repay $600.0 of the outstanding balance under the 364-Day Delayed Draw Term Loan.

On June 30, 2026, the Company was in compliance with the financial covenants under each Delayed Draw Term Loan.

On July 2, 2026 and on July 27, 2026, the Company used cash on hand to repay $300.0 and $234.1, respectively, of the outstanding balance under the 364-Day Delayed Draw Term Loan.

As of the date these condensed consolidated financial statements were issued, the carrying amount of the 364-Day Delayed Draw Term Loan was $400.0.

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

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Commercial Paper”) in one or more private placements in the United States.

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.

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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.

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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 quarter of 2026, and, as of March 31, 2026 and December 31, 2025, there were no ECP Notes outstanding.

The Company did not borrow under the Euro Commercial Paper Program during the first six months of 2026, and, as of June 30, 2026 and December 31, 2025, there were no ECP Notes outstanding.

Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time.

In conjunction with the Revolving Credit Facility, as of March 31, 2026, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $3,000.0 in the aggregate.

In conjunction with the Revolving Credit Facility, as of June 30, 2026, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $3,000.0 in the aggregate.

The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Revolving Credit Facility are available to repay Commercial Paper, if necessary.

The Company reviews its optimal mix of short-term and long-term debt regularly and may replace certain amounts of Commercial Paper, short-term debt and current maturities of long-term debt with new issuances of long-term debt in the future.

As of March 31, 2026, the Company has outstanding senior notes (the “Senior Notes”) as follows:

As of June 30, 2026, the Company has outstanding senior notes (the “Senior Notes”) as follows:

Compounded SOFR plus 0.53

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Euro Senior Notes

May 2026 (Euro Notes)

October 2028 (Euro Notes)

May 2029 (Euro Notes)

March 2031 (Euro Notes)

June 2032 (Euro Notes)

May 2034 (Euro Notes)

On March 30, 2026, the Company used cash on hand to repay the $350.0 aggregate principal amount of unsecured 4.750% Senior Notes due March 30, 2026 upon maturity.

On 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 November 10, 2025, the Company issued (i) $500.0 aggregate principal amount of unsecured Floating Rate Senior Notes due November 15, 2027 (the “Floating Rate Senior Notes”), (ii) $750.0 aggregate principal amount of unsecured 3.800% Senior Notes due November 15, 2027 (the “3.800% Senior Notes”), (iii) $750.0 aggregate principal amount of unsecured 3.900% Senior Notes due November 15, 2028 (the “3.900% Senior Notes”), (iv) $1,000.0 aggregate principal amount of unsecured 4.125% Senior Notes due November 15, 2030 (the “4.125% Senior Notes”), (v) $1,250.0 aggregate principal amount of unsecured 4.400% Senior Notes due February 15, 2033 (the “4.400% Senior Notes”), (vi) $1,600.0 aggregate principal amount of unsecured 4.625% Senior Notes due February 15, 2036 (the “4.625% Senior Notes”) and (vii) $1,650.0 aggregate principal amount of unsecured 5.300% Senior Notes due November 15, 2055 (the “5.300% Senior Notes” and, together with the Floating Rate Senior Notes, the 3.800% Senior Notes, the 3.900% Senior Notes, the 4.125% Senior Notes, the 4.400% Senior Notes and the 4.625% Senior Notes, the “November Senior Notes”).

On January 9, 2026, the Company used the net proceeds from the November Senior Notes, together with borrowings under the Delayed Draw Term Loans and cash on hand, to fund the cash consideration for the CommScope acquisition, along with fees and expenses related thereto, as discussed further in Note 11 of the Notes to Condensed Consolidated Financial Statements.

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”).

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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.

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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.

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 and the 2031 Euro Notes.

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

The Company may, at its option, redeem some or all of the 2032 Euro Notes at any time, subject to certain terms and conditions.

The Company used net proceeds from the 2032 Euro Notes to repay borrowings under the U.S.

Commercial Paper Program and for general corporate purposes.

The Euro Issuer has two additional outstanding unsecured senior notes issued in Europe (the “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, with one series of the Existing Euro Notes maturing in May 2026 and the other in October 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.

The Euro Issuer has additional outstanding unsecured senior notes issued in Europe (the “2028 Euro Notes,” together with the 2029 Euro Notes, the 2031 Euro Notes, the 2032 Euro Notes and the 2034 Euro Notes, the “Euro Notes,” and the Euro Notes together with the U.S.

Senior Notes, the “Senior Notes”), which were issued with an aggregate principal amount of €500.0 and bear interest at a rate of 2.000%.

The 2028 Euro Notes were issued in October 2018 and mature on October 8, 2028.

Interest on the 2028 Euro Notes is payable annually.

All of the Company’s outstanding Euro Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations.

The Company may, at its option, redeem some or all of any series of Euro Notes at any time, subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium.

The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.

On March 31, 2026, the Company was in compliance with all requirements under its Senior Notes.

On June 30, 2026, the Company was in compliance with all requirements under

its Senior Notes.

Refer to Note 4 of the Notes to Condensed Consolidated Financial Statements for further information related to the Company’s debt.

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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 declared quarterly dividends per share as well as the dividends declared and paid during the three months ended March 31, 2026 and 2025:

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

Three Months Ended

Six Months Ended

Dividends declared per share

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Dividends paid (including those declared in the prior year)

During the three months ended March 31, 2026, the Company completed the acquisition of CommScope for approximately $10,592.9, net of cash acquired.

CommScope has been included in the Communications Solutions segment.

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

During the six months ended June 30, 2026, the Company completed three acquisitions (collectively, the “2026 Acquisitions”), including the acquisition of CommScope for approximately $10,684.0, net of cash acquired.

CommScope and one other acquisition have been included in the Communications Solutions segment, and one acquisition has been included in the Interconnect and Sensor Systems segment.

The 2026 Acquisitions were funded through a combination of net proceeds from the November Senior Notes, the Delayed Draw Term Loans and cash on hand.

During the year ended December 31, 2025, the Company completed five acquisitions (collectively, the “2025 Acquisitions”), including the acquisitions of Andrew and Trexon, for approximately $3,818.6, net of cash acquired.

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Acquisition-related expenses

During the three months ended March 31, 2026, the Company incurred a total of $248.9 ($200.6 after-tax) of acquisition-related expenses, comprised of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the CommScope and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $116.9 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 March 31, 2025, the Company incurred a total of $104.9 ($82.1 after-tax) of acquisition-related expenses, comprised of (i) the non-cash amortization related to the value associated with the acquired backlog resulting from the Andrew acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $44.0 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 months ended June 30, 2026, the Company incurred a total of $23.5 ($18.0 after-tax) of acquisition-related expenses, comprised of the non-cash amortization related to the value associated with acquired backlog resulting from the CommScope acquisition (such acquisition-related expenses are presented separately in the Condensed Consolidated Statements of Income).

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

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

Environmental Matters

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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 months ended March 31, 2026 and 2025 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 2:

GAAP financial measures for the three and six months ended June 30, 2026 and 2025 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 2:

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

GAAP), excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the periods presented.

Adjusted Diluted EPS is calculated as Adjusted Net

Income attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Condensed Consolidated Statements of Income.

Adjusted Diluted EPS is calculated as Adjusted Net Income attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Condensed Consolidated Statements of Income.

● Adjusted Effective Tax Rate is defined as Provision for income taxes, as reported in the Condensed Consolidated Statements of Income, expressed as a percentage of Income before income taxes, as reported in the Condensed Consolidated Statements of Income, each excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the periods presented.

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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