AMPHENOL CORP /DE/

Previous wording

The following discussion and analysis of the financial condition and results of operations for the three and six months ended June 30, 2025 and 2024 has been derived from and should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included in Part I, Item 1 herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”). The following discussion and analysis should also be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). The Condensed Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). The following discussion and analysis also includes references to certain non-GAAP financial measures, which are defined in the “Non-GAAP Financial Measures” section below, including “Constant Currency Net Sales Growth” and “Organic Net Sales Growth.” For purposes of the following discussion, the terms “constant currencies” and “organically” have the same meaning, respectively, as these aforementioned non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” within this Item 2 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.

Current wording

The following discussion and analysis of the financial condition and results of operations for the three and nine months ended September 30, 2025 and 2024 has been derived from and should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included in Part I, Item 1 herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”). The following discussion and analysis should also be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). The Condensed Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). The following discussion and analysis also includes references to certain non-GAAP financial measures, which are defined in the “Non-GAAP Financial Measures” section below, including “Constant Currency Net Sales Growth” and “Organic Net Sales Growth.” For purposes of the following discussion, the terms “constant currencies” and “organically” have the same meaning, respectively, as these aforementioned non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” within this Item 2 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.

Previous wording

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity, effective tax rate, interest rates, the expected timing for the closing of certain acquisitions or other matters. Although the Company believes the expectations reflected in all forward-looking statements are based upon reasonable assumptions, the expectations may not be attained or there may be material deviation. Readers and investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. There are risks and uncertainties that could cause actual results to differ materially from these forward-looking statements, which include, but are not limited to, the following: political, economic, military and other risks related to operating in countries outside the United States, as well as changes in general economic conditions, geopolitical conditions, U.S. and other countries’ trade policies, export control laws, sanctions, legislation, treaties and tariffs and other factors beyond the Company’s control; uncertainties associated with an economic slowdown or recession in any of the Company’s end markets that could negatively affect the financial condition of our customers and could result in reduced demand; risks and impacts associated with adverse public health developments, including epidemics and pandemics; risks associated with our inability to obtain certain raw materials and components, as well as the increasing cost of certain of the Company’s raw materials and components; cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to our information technology systems, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks, that continue to expand and evolve, including through the use of artificial intelligence and machine learning, which could, among other things, impair our information technology systems and disrupt business operations, result in reputational damage that may cause the loss of existing or future customers, loss of our intellectual property, the loss of or inability to access confidential information and critical business, financial or other data, and/or cause the release of highly sensitive confidential or personal information, and potentially lead to litigation and/or governmental investigations, fines and other penalties, among other risks, and risks and impacts associated with an increasingly demanding regulatory environment surrounding information security and privacy, including additional fines, penalties and other related costs; negative impacts caused by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming; risk…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity, effective tax rate, interest rates, anticipated benefits of certain acquisitions, financing sources, the expected timing for the closing of certain acquisitions or other matters. Although the Company believes the expectations reflected in all forward-looking statements are based upon reasonable assumptions, the expectations may not be attained or there may be material deviation. Readers and investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. There are risks and uncertainties that could cause actual results to differ materially from these forward-looking statements, which include, but are not limited to, the following: risks associated with our proposed acquisitions of the CCS Business and Trexon, including (i) the risk that the proposed acquisitions may not be completed in a timely manner or at all, or if they are completed, that the expected benefits of the proposed acquisitions may not be realized, (ii) the failure to satisfy the conditions to the consummation of the proposed acquisitions, including the receipt of certain regulatory and other approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreements between the parties and (iv) unanticipated difficulties or expenditures relating to the acquisitions, the response of business partners and competitors to the announcement of the proposed acquisitions, potential disruptions to current plans and operations and/or potential difficulties in employee retention as a result of the announcement and pendency of the acquisitions; political, economic, military and other risks related to operating in countries outside the United States, as well as changes in general economic conditions, geopolitical conditions, U.S. and other countries’ trade policies, export control laws, sanctions, legislation, treaties and tariffs and other factors beyond the Company’s control; uncertainties associated with an economic slowdown or recession in any of the Company’s end markets that could negatively affect the financial condition of our customers and could result in reduced demand; risks and impacts associated with adverse public health developments, including epidemics and pandemics; risks associated with our inability to obtain certain raw materials and components, as well as the increasing cost of certain of the Company’s raw materials and components; cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to our information technology systems, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attac…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Net sales were $5,650.3 in the second quarter of 2025 compared to $3,609.7 in the second quarter of 2024, representing an increase of 57% in U.S. dollars, 56% in constant currencies and 41% organically (excluding both currency and acquisition impacts; unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes), compared to the prior year period. The increase in net sales in the second quarter of 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, along with contributions from the Company’s acquisition program, as described below. From an end market standpoint, the increase in net sales in the second quarter of 2025 relative to the prior year period was driven by robust organic growth in the information technology and data communications (“IT datacom”) market, and strong organic growth in virtually all other markets, along with contributions from the Company’s acquisition program.

Current wording

Net sales were $6,194.4 in the third quarter of 2025 compared to $4,038.8 in the third quarter of 2024, representing an increase of 53% in U.S. dollars, 53% in constant currencies and 41% organically (excluding both currency and acquisition impacts; unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes), compared to the prior year period. The increase in net sales in the third quarter of 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, along with contributions from the Company’s acquisition program, as described below. From an end market standpoint, the increase in net sales in the third quarter of 2025 relative to the prior year period was driven by robust organic growth in the information technology and data communications (“IT datacom”) market, and strong organic growth in nearly all other markets, along with contributions from the Company’s acquisition program.

Previous wording

Net sales were $10,461.3 in the first six months of 2025 compared to $6,866.0 in the first six months of 2024, which represented an increase of 52% in U.S. dollars, 52% in constant currencies and 37% organically (excluding both currency and acquisition impacts), compared to the prior year period. The increase in net sales in the first six months of 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, along with contributions from the Company’s acquisition program, as described below. From an end market standpoint, the increase in net sales in the first six months of 2025 relative to the prior year period was driven by robust organic growth in the IT datacom market, and strong organic growth in the mobile devices, defense, communications networks and industrial markets, along with contributions from the Company’s acquisition program.

Current wording

Net sales were $16,655.7 in the first nine months of 2025 compared to $10,904.9 in the first nine months of 2024, which represented an increase of 53% in U.S. dollars, 52% in constant currencies and 39% organically (excluding both currency and acquisition impacts), compared to the prior year period. The increase in net sales in the first nine months of 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, along with contributions from the Company’s acquisition program, as described below. From an end market standpoint, the increase in net sales in the first nine months of 2025 relative to the prior year period was driven by robust organic growth in the IT datacom market, and strong organic growth in nearly all other markets, along with contributions from the Company’s acquisition program.

Previous wording

Net sales in the Harsh Environment Solutions segment (approximately 26% of net sales) in the second quarter of 2025 increased 38% in U.S. dollars, 37% in constant currencies and 18% organically, compared to the second quarter of 2024. The increase in the second quarter of 2025 was driven by strong organic growth in the industrial, defense, automotive and IT datacom markets, along with contributions from the Company’s acquisition program. Net sales in the Harsh Environment Solutions segment (approximately 26% of net sales) in the first six months of 2025 increased 38% in U.S. dollars, 38% in constant currencies and 13% organically, compared to the prior year period. The increase in the first six months of 2025 was driven by strong organic growth in the industrial, defense, communications networks and IT datacom markets, along with contributions from the Company’s acquisition program, partially offset by an organic decline in the automotive market.

Current wording

Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) in the third quarter of 2025 increased 27% in U.S. dollars, 26% in constant currencies and 19% organically, compared to the third quarter of 2024. The increase in the third quarter of 2025 was driven by strong organic growth in the defense, industrial, commercial aerospace, automotive and IT datacom markets, along with contributions from the Company’s acquisition program. Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) in the first nine months of 2025 increased 34% in U.S. dollars, 34% in constant currencies and 15% organically, compared to the prior year period. The increase in the first nine months of 2025 was driven by strong organic growth in the industrial, defense, IT datacom and communications networks markets, and moderate organic growth in the commercial aerospace market, along with contributions from the Company’s acquisition program.

Previous wording

Net sales in the Communications Solutions segment (approximately 51% of net sales) in the second quarter of 2025 increased 101% in U.S. dollars, 101% in constant currencies and 78% organically, compared to the second quarter of 2024. The increase in the second quarter of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in artificial intelligence (“AI”)-related applications, as well as strong organic growth in the communications networks, mobile devices, automotive and industrial markets, along with contributions from the Company’s acquisition program. Net sales in the Communications Solutions segment (approximately 51% of net sales) in the first six months of 2025 increased 96% in U.S. dollars, 97% in constant currencies and 76% organically, compared to the first six months of 2024. The increase in the first six months of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications, as well as strong organic growth in the communications networks, mobile devices, automotive and industrial markets, along with contributions from the Company’s acquisition program.

Current wording

Net sales in the Communications Solutions segment (approximately 53% of net sales) in the third quarter of 2025 increased 96% in U.S. dollars, 96% in constant currencies and 75% organically, compared to the third quarter of 2024. The increase in the third quarter of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in artificial intelligence (“AI”)-related applications, as well as strong organic growth in the communications networks, automotive and industrial markets, along with contributions from the Company’s acquisition program. Net sales in the Communications Solutions segment (approximately 52% of net sales) in the first nine months of 2025 increased 96% in U.S. dollars, 96% in constant currencies and 75% organically, compared to the first nine months of 2024. The increase in the first nine months of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications, as well as strong organic growth in the communications networks, automotive and industrial markets, and moderate organic growth in the mobile devices market, along with contributions from the Company’s acquisition program.

Previous wording

Net sales in the Interconnect and Sensor Systems segment (approximately 23% of net sales) in the second quarter of 2025 increased 16% in U.S. dollars, 14% in constant currencies and 14% organically, compared to the second quarter of 2024. The increase in the second quarter of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications. Net sales in the Interconnect and Sensor Systems segment (approximately 23% of net sales) in the first six months of 2025 increased 11% in U.S. dollars, 10% in constant currencies and 10% organically, compared to the first six months of 2024. The increase in the first six months of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications.

Current wording

Net sales in the Interconnect and Sensor Systems segment (approximately 22% of net sales) in the third quarter of 2025 increased 18% in U.S. dollars, 16% in constant currencies and 15% organically, compared to the third quarter of 2024. The increase in the third quarter of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications. Net sales in the Interconnect and Sensor Systems segment (approximately 23% of net sales) in the first nine months of 2025 increased 13% in U.S. dollars, 12% in constant currencies and 12% organically, compared to the first nine months of 2024. The increase in the first nine months of 2025 was driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications.

Previous wording

The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S. GAAP financial measures, by segment, geography and consolidated, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024:

Current wording

The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S. GAAP financial measures, by segment, geography and consolidated, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024:

Previous wording

The comparatively weaker U.S. dollar for the second quarter of 2025 had the effect of increasing sales by approximately $28.9 relative to the comparable period in 2024. The comparatively stronger U.S. dollar for the first six months of 2025 had the effect of decreasing sales by $0.8 relative to the comparable period in 2024.

Current wording

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

Previous wording

Selling, general and administrative expenses (“SG&A”) were $622.5, or 11.0% of net sales, and $1,197.7, or 11.4% of net sales, for the second quarter and first six months of 2025, compared to $444.3, or 12.3% of net sales, and $848.4, or 12.4% of net sales, for the second quarter and first six months of 2024, respectively. Approximately half of the increase in SG&A expenses when compared to the second quarter and first six months of 2024 is related to acquisitions closed in the prior 12 months. Administrative expenses represented approximately 4.5% and 4.6% of net sales for the second quarter and first six months of 2025, respectively, and represented approximately 4.9% of net sales for both the second quarter and first six months of 2024. Research and development expenses represented approximately 2.7% and 2.8% of net sales for the second quarter and first six months of 2025, respectively, and represented approximately 3.0% of net sales for both the second quarter and first six months of 2024. Selling and marketing expenses represented approximately 3.8% and 4.0% of net sales for the second quarter and first six months of 2025, respectively, and represented approximately 4.3% and 4.5% of net sales for the second quarter and first six months of 2024, respectively.

Current wording

Selling, general and administrative expenses (“SG&A”) were $657.0, or 10.6% of net sales, and $1,854.7, or 11.1% of net sales, for the third quarter and first nine months of 2025, compared to $492.0, or 12.2% of net sales, and $1,340.4, or 12.3% of net sales, for the third quarter and first nine months of 2024, respectively. Approximately half of the increase in SG&A expenses when compared to the third quarter and first nine months of 2024 is related to acquisitions closed in the prior 12 months. Administrative expenses represented approximately 4.4% and 4.6% of net sales for the third quarter and first nine months of 2025, respectively, and represented approximately 5.0% and 4.9% of net sales for the third quarter and first nine months of 2024, respectively. Research and development expenses represented approximately 2.8% of net sales for both the third quarter and first nine months of 2025, and represented approximately 3.1% and 3.0% of net sales for the third quarter and first nine months of 2024, respectively. Selling and marketing expenses represented approximately 3.4% and 3.8% of net sales for the third quarter and first nine months of 2025, respectively, and represented approximately 4.1% and 4.3% of net sales for the third quarter and first nine months of 2024, respectively.

Previous wording

Operating income was $1,418.8, or 25.1% of net sales, and $2,443.6, or 23.4% of net sales, for the second quarter and first six months of 2025, respectively, compared to $698.8, or 19.4% of net sales, and $1,383.7, or 20.2% of net sales, for the second quarter and first six months of 2024, respectively. Operating income for the second quarter and first six months of 2025 includes $28.9 and $133.8 of acquisition-related expenses, respectively, comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the acquisition of the Andrew Business and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $12.0 and $56.0, respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $16.9 and $77.8, respectively, associated with the acquisition of the Andrew Business (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income). Operating income for both the second quarter and first six months of 2024 includes $70.0 of acquisition-related expenses (presented separately in the Condensed Consolidated Statements of Income) comprised of external transaction costs related to acquisitions.

Current wording

Operating income was $1,702.3, or 27.5% of net sales, and $4,145.9, or 24.9% of net sales, for the third quarter and first nine months of 2025, respectively, compared to $819.5, or 20.3% of net sales, and $2,203.2, or 20.2% of net sales, for the third quarter and first nine months of 2024, respectively. Operating income for the first nine months of 2025 includes $133.8 of acquisition-related expenses, comprised primarily of (i) the non-cash amortization of the value associated with acquired backlog resulting from the Andrew Business acquisition and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $56.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $77.8 associated with the Andrew Business acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income). Operating income for the third quarter and first nine months of 2024 includes $63.6 and $133.6, respectively, of acquisition-related expenses comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the Carlisle Interconnect Technologies (“CIT”) acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $45.4 and $115.4, respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs in the third quarter of 2024 of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Previous wording

For the second quarter and first six months of 2025, the acquisition-related expenses had the effect of decreasing net income by $24.1, or $0.02 per share, and $106.3, or $0.08 per share, respectively, while for the second quarter and first six months of 2024, the acquisition-related expenses had the effect of decreasing net income by $59.9, or $0.05 per share, in both periods, as shown in the tables below. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined in the “Non-GAAP Financial Measures” section below, were $1,447.7, or 25.6% of net sales, and $768.8, or 21.3% of net sales, for the three months ended June 30, 2025 and 2024, respectively. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin were 2,577.4, or 24.6% of net sales, and $1,453.7, or 21.2% of net sales, for the six months ended June 30, 2025 and 2024, respectively. The increases in Adjusted Operating Income and Adjusted Operating Margin for both the second quarter and first six months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating performance on the higher sales volumes, slightly offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Current wording

For the first nine months of 2025, the acquisition-related expenses had the effect of decreasing net income by $106.3, or $0.08 per share, while for the third quarter and first nine months of 2024, the acquisition-related expenses had the effect of decreasing net income by $49.8, or $0.04 per share, and $109.7, or $0.09 per share, respectively, as shown in the tables below. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined in the “Non-GAAP Financial Measures” section below, were $1,702.3, or 27.5% of net sales, and $883.1, or 21.9% of net sales, for the three months ended September 30, 2025 and 2024, respectively. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin were $4,279.7, or 25.7% of net sales, and $2,336.8, or 21.4% of net sales, for the nine months ended September 30, 2025 and 2024, respectively. The increases in Adjusted Operating Income and Adjusted Operating Margin for both the third quarter and first nine months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating performance on the higher sales volumes, slightly offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Previous wording

Operating income for the Harsh Environment Solutions segment for the second quarter and first six months of 2025 was $363.7, or 25.2% of net sales, and $674.9, or 24.9% of net sales, respectively, compared to $259.6, or 24.8% of net sales, and $504.1, or 25.7% of net sales, for the second quarter and first six months of 2024, respectively. The increase in operating margin for the Harsh Environment Solutions segment for the second quarter of 2025 relative to the comparable period in 2024 was driven by normal operating leverage on the higher organic sales volumes. The decrease in operating margin for the Harsh Environment Solutions segment for the first six months of 2025 relative to the comparable period in 2024 was driven by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Current wording

Operating income for the Harsh Environment Solutions segment for the third quarter and first nine months of 2025 was $410.9, or 27.1% of net sales, and $1,085.8, or 25.7% of net sales, respectively, compared to $283.7, or 23.8% of net sales, and $787.8, or 25.0% of net sales, for the third quarter and first nine months of 2024, respectively. The increases in operating margin for the Harsh Environment Solutions segment for both the third quarter and first nine months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating leverage on the higher organic sales volumes, slightly offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Previous wording

Operating income for the Communications Solutions segment for the second quarter and first six months of 2025 was $890.7, or 30.6% of net sales, and $1,551.5, or 29.1% of net sales, respectively, compared to $350.6, or 24.3% of net sales, and $636.8, or 23.5% of net sales, for the second quarter and first six months of 2024, respectively. The increases in operating margin for the Communications Solutions segment for the second quarter and first six months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating leverage on the significantly higher organic sales volumes.

Current wording

Operating income for the Communications Solutions segment for the third quarter and first nine months of 2025 was $1,081.3, or 32.7% of net sales, and $2,632.8, or 30.5% of net sales, respectively, compared to $431.0, or 25.6% of net sales, and $1,067.7, or 24.3% of net sales, for the third quarter and first nine months of 2024, respectively. The increases in operating margin for the Communications Solutions segment for both the third quarter and first nine months of 2025 relative to the comparable periods in 2024 were primarily driven by strong operating leverage on the significantly higher organic sales volumes, slightly offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Previous wording

Operating income for the Interconnect and Sensor Systems segment for the second quarter and first six months of 2025 was $252.3, or 19.5% of net sales, and $456.8, or 18.8% of net sales, respectively, compared to $203.3, or 18.2% of net sales, and $398.7, or 18.2% of net sales, for the second quarter and first six months of 2024, respectively. The increases in operating margin for the Interconnect and Sensor Systems segment for the second quarter and first six months of 2025 relative to the comparable periods in 2024 were primarily driven by normal operating leverage on the higher organic sales volumes.

Current wording

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

Previous wording

Interest expense for the second quarter and first six months of 2025 was $80.9 and $157.4, respectively, compared to $56.3 and $94.4 for the second quarter and first six months of 2024, respectively. The increases in interest expense for both the second quarter and first six months of 2025 were primarily driven by higher average borrowing levels from the issuances of the 2028 Senior Notes, the 2032 Euro Notes, the April Senior Notes and the October Senior Notes, as well as the USCP Notes (all as defined below) issued during the periods, which were primarily intended to fully or partially fund acquisitions, including the acquisition of the Andrew Business, as well as for other general corporate purposes.

Current wording

Interest expense for the third quarter and first nine months of 2025 was $80.7 and $238.1, respectively, compared to $55.7 and $150.1 for the third quarter and first nine months of 2024, respectively. The increases in interest expense for both the third quarter and first nine months of 2025 were primarily driven by higher average borrowing levels from the issuances of the 2028 Senior Notes, the 2032 Euro Notes, the April Senior Notes and the October Senior Notes, as well as the USCP Notes (all as defined below) issued during the periods, which were primarily intended to fully or partially fund acquisitions, including the acquisition of the Andrew Business, as well as for other general corporate purposes.

Previous wording

Provision for income taxes for the second quarter and first six months of 2025 was at an effective tax rate of 18.3% and 20.2%, respectively. Provision for income taxes for the second quarter and first six months of 2024 was at an effective tax rate of 20.4% and 18.5%, respectively. Various items incurred in the second quarter and first six months of 2025 and 2024 impacted the effective tax rate and earnings per share by the amounts noted in the tables below. For the second quarter and first six months of 2025 and 2024, these items included excess tax benefits resulting from stock option exercise activity. For the second quarter and first six months of 2025 and 2024, the effective tax rate was further impacted by the tax effect of the aforementioned acquisition-related expenses incurred during the period. For the first six months of 2024, the effective tax rate was further impacted by a discrete tax benefit related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S. tax filing position. Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 2, for both the three and six months ended June 30, 2025 was 24.5%, and for both the three and six months ended June 30, 2024 was 24.0%, as reconciled in the tables below to the comparable effective tax rate based on GAAP results. Refer to Note 6 of the Notes to Condensed Consolidated Financial Statements for further information related to income taxes.

Current wording

Provision for income taxes for the third quarter and first nine months of 2025 was at an effective tax rate of 23.5% and 21.6%, respectively. Provision for income taxes for the third quarter and first nine months of 2024 was at an effective tax rate of 21.4% and 19.6%, respectively. Various items incurred in the third quarter and first nine months of 2025 and 2024 impacted the effective tax rate and earnings per share by the amounts noted in the tables below. For the third quarter and first nine months of 2025 and 2024, these items included excess tax benefits resulting from stock option exercise activity. For the first nine months of 2025 and 2024, the effective tax rate was further impacted by the tax effect of the aforementioned acquisition-related expenses incurred during the period. For the first nine months of 2024, the effective tax rate was further impacted by a discrete tax benefit related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S. tax filing position. Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 2, for the three and nine months ended September 30, 2025 was 27.0% and 25.5%, respectively, and for both the three and nine months ended September 30, 2024 was 24.0%, as reconciled in the tables below to the comparable effective tax rate based on GAAP results. Refer to Note 6 of the Notes to Condensed Consolidated Financial Statements for further information related to income taxes.

Previous wording

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $1,091.3 and $0.86, respectively, for the second quarter of 2025, compared to $524.8 and $0.41, respectively, for the second quarter of 2024. Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section below within this Item 2, were $1,030.1 and $0.81, respectively, for the second quarter of 2025, compared to $553.8 and $0.44, respectively, for the second quarter of 2024. Net income attributable to Amphenol Corporation and Diluted EPS were $1,829.1 and $1.44, respectively, for the first six months of 2025, compared to $1,073.5 and $0.85, respectively, for the first six months of 2024. Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $1,829.9 and $1.44, respectively, for the first six months of 2025, compared to $1,054.2 and $0.84, respectively, for the first six months of 2024.

Current wording

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $1,245.7 and $0.97, respectively, for the third quarter of 2025, compared to $604.4 and $0.48, respectively, for the third quarter of 2024. Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section below within this Item 2, were $1,188.6 and $0.93, respectively, for the third quarter of 2025, compared to $632.8 and $0.50, respectively, for the third quarter of 2024. Net income attributable to Amphenol Corporation and Diluted EPS were $3,074.8 and $2.41, respectively, for the first nine months of 2025, compared to $1,677.8 and $1.33, respectively, for the first nine months of 2024. Excluding the effect of the items listed in the tables below, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $3,018.5 and $2.37, respectively, for the first nine months of 2025, compared to $1,686.9 and $1.34, respectively, for the first nine months of 2024.

Previous wording

The following tables reconcile Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the three and six months ended June 30, 2025 and 2024:

Current wording

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 nine months ended September 30, 2025 and 2024:

Previous wording

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

Current wording

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

Previous wording

The Company’s primary sources of liquidity are internally generated cash provided by operating activities, cash, cash equivalents and short-term investments on hand, as well as availability under the U.S. Commercial Paper Program, the Euro Commercial Paper Program, and the Revolving Credit Facility (all as defined below). The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed during the three months ended June 30, 2025 in connection with the issuance of the 2028 Senior Notes and the 2032 Euro Notes, and in 2024 in connection with the issuances of both the April Senior Notes and October Senior Notes), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations. The Company’s debt instruments are defined and discussed in more detail below within this Item 2.

Current wording

The Company’s primary sources of liquidity are internally generated cash provided by operating activities, cash, cash equivalents and short-term investments on hand, as well as availability under the U.S. Commercial Paper Program, the Euro Commercial Paper Program, the Revolving Credit Facility and the Delayed Draw Term Loans (all as defined below). The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed during the nine months ended September 30, 2025 in connection with the issuance of the 2028 Senior Notes and the 2032 Euro Notes, and in 2024 in connection with the issuances of both the April Senior Notes and October Senior Notes), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations. The Company’s debt instruments are defined and discussed in more detail below within this Item 2.

Previous wording

The Company’s primary ongoing cash requirements will be for operating and working capital needs, capital expenditures, product development activities, repurchases of our Common Stock, dividends, debt service, taxes due upon the repatriation of foreign earnings (which will be payable upon the repatriation of such earnings), funding of pension obligations, and other contractual obligations and commitments included in Item 7 of the 2024 Annual Report. The Company may also use cash to fund all or part of the cost of future acquisitions, as has been the case in recent years with the Company’s various acquisitions, including the acquisition of CommScope’s Andrew Business, which closed on January 31, 2025. The Company’s debt service requirements primarily consist of principal and interest on the Company’s Senior Notes, and to the extent of any amounts outstanding, the Revolving Credit Facility and Commercial Paper Programs. As of June 30, 2025 and December 31, 2024, the Company had no borrowings outstanding under the Revolving Credit Facility, U.S. Commercial Paper Program and Euro Commercial Paper Program. However, the Company borrowed under the U.S. Commercial Paper Program throughout much of the first six months of 2025, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Andrew Business in January 2025, as discussed later within this Item 2. Although all such borrowings were repaid before the end of the second quarter of 2025, the Company may make additional borrowings under any of its debt instruments in the future. To the extent that interest rates change related to floating interest rate debt and the Company borrows under any of our floating interest rate instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows for the remainder of 2025, there can be no assurance that interest rates will not change significantly from current levels.

Current wording

The Company’s primary ongoing cash requirements will be for operating and working capital needs, capital expenditures, product development activities, repurchases of our Common Stock, dividends, debt service, taxes due upon the repatriation of foreign earnings (which will be payable upon the repatriation of such earnings), funding of pension obligations, funding of acquisitions, and other contractual obligations and commitments included in Item 7 of the 2024 Annual Report. The Company may also use cash to fund all or part of the cost of future acquisitions including the acquisitions of the CCS Business and Trexon if, and when, the acquisitions are consummated, which has been the case in recent years with the Company’s various acquisitions, including the acquisition of CommScope’s Andrew Business, which closed on January 31, 2025. The Company’s debt service requirements primarily consist of principal and interest on the Company’s Senior Notes, and to the extent of any amounts outstanding, the Revolving Credit Facility, Commercial Paper Programs and Delayed Draw Term Loans. As of September 30, 2025 and December 31, 2024, the Company had no borrowings outstanding under the Revolving Credit Facility, U.S. Commercial Paper Program, Euro Commercial Paper Program and Delayed Draw Term Loans. However, the Company borrowed under the U.S. Commercial Paper Program during the first nine months of 2025 from time to time, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Andrew Business in January 2025, as discussed later within this Item 2. Although all such borrowings were repaid before the end of the second quarter of 2025, the Company may make additional borrowings under any of its debt instruments in the future. To the extent that interest rates change related to floating interest rate debt and the Company borrows under any of our floating interest rate instruments in the future (Commercial Paper Programs, Revolving Credit Facility and the Delayed Draw Term Loans), our interest expense and interest payments will be impacted accordingly. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows for the remainder of 2025, there can be no assurance that interest rates will not change significantly from current levels.

Previous wording

On July 4, 2025, the United States federal government enacted the tax and spending bill H.R. 1. This legislation contains changes to previously enacted provisions of the Internal Revenue Code and provides for extensions of certain expiring tax provisions included in the Tax Act. The Company is evaluating its impact on our consolidated financial statements.

Current wording

On July 4, 2025, the United States federal government enacted the tax and spending bill H.R. 1. This legislation contains changes to previously enacted provisions of the Internal Revenue Code and provides for extensions of certain expiring tax provisions included in the Tax Act. Certain corporate tax provisions in H.R. 1 were enacted with retroactive effect to January 1, 2025. H.R. 1 did not have a material impact on our effective tax rate for the three months ended September 30, 2025. The Company continues to evaluate the corporate tax provisions contained within H.R. 1, and the future impact of the bill depends on several factors, including interpretive regulatory guidance, which has not yet been released.

Previous wording

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

Current wording

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

Previous wording

The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths. Net cash provided by operating activities (“Operating Cash Flow”) was $2,181.7 in the first six months of 2025 compared to $1,263.6 in the first six months of 2024. The increase in Operating Cash Flow for the first six months of 2025 compared to the first six months of 2024 is primarily due to the increase in net income, partially offset by a higher usage of cash related to the change in working capital.

Current wording

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 $3,652.5 in the first nine months of 2025 compared to $1,967.6 in the first nine months of 2024. The increase in Operating Cash Flow for the first nine months of 2025 compared to the first nine months of 2024 is primarily due to the increase in net income, partially offset by a higher usage of cash related to the change in working capital.

Previous wording

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

Current wording

In the first nine months of 2025, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $435.2, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $849.3, inventories of $424.3 and prepaid expenses and other current assets of $83.8, partially offset by increases in accounts payable of $435.6 and accrued liabilities, including income taxes, of $486.6. In the first nine months of 2024, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $197.6, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $358.9, inventories of $186.0 and prepaid expenses and other current assets of $83.2, partially offset by increases in accounts payable of $319.2 and accrued liabilities, including income taxes, of $111.3.

Previous wording

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at June 30, 2025 as compared to December 31, 2024. Accounts receivable increased $983.0 to $4,270.9, primarily due to the higher sales in the second quarter of 2025 relative to the fourth quarter of 2024, along with theimpact of the three acquisitions (collectively, the “2025 Acquisitions”) that closed during the first six months of 2025 andthe effect of translation from exchange rate changes (“Translation”) at June 30, 2025 compared to December 31, 2024. Days sales outstanding at June 30, 2025 and December 31, 2024 were both 68 days. Inventories increased $591.4 to $3,137.1, primarily due to the impact of the 2025 Acquisitions, along with the impact of higher sales in the second quarter of 2025 relative to the fourth quarter of 2024 and Translation. Inventory days at June 30, 2025 and December 31, 2024 were 78 days and 80 days, respectively. Prepaid expenses and other current assets increased $147.1 to $664.1, primarily due toincreases in various prepaid expenses and other current receivables, along with the impact of the 2025 Acquisitions and Translation. Property, plant and equipment, net, increased $342.1 to $2,053.9, primarily due to capital expenditures of $485.7, the impact of the 2025 Acquisitions and Translation, partially offset bydepreciation of $275.9. Goodwill increased $1,415.1 to $9,651.3, primarily driven bygoodwill recognized from the 2025 Acquisitions, in particular the acquisition of the Andrew Business and Translation. Other intangible assets, net, increased $764.3 to $1,989.4, primarily due tothe recognition of certain intangible assets related to the 2025 Acquisitions, in particular the acquisition of the Andrew Business and Translation, partially offset bythe amortization associated with the Company’s current intangible assets. Other long-term assets increased $94.2 to $675.3, primarily due to an increase in operating lease right-of-use assets resulting from new and renewed lease agreements entered into during the first six months of 2025 as well as acquired leases resulting from the 2025 Acquisitions and Translation. Accounts payable increased $553.6 to $2,373.0, primarily due toincr eased purchasing activity related to the higher sales levels in the second quarter of 2025 relative to the fourth quarter of 2024, along withthe impact of the 2025 Acquisitions and Translation. Payable days at June 30, 2025 and December 31, 2024 were 59 days and 58 days, respectively. Total accrued expenses, including accrued income taxes, increased $431.9 to $2,294.6, primarily as a result ofincreases in accrued salaries, wages and employee benefits and various other accrued expenses, along with the impact of the 2025 Acquisitions and Translation, partially offset by a decrease in accrued income tax payable. Other long-term liabilities, including deferred tax liabilities, increased $304.0 to $1,190.1, primarily…

Excerpt shortened here; the source contains the full paragraph.

Current wording

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at September 30, 2025 as compared to December 31, 2024. Accounts receivable increased $1,255.9 to $4,543.8, primarily due to the higher sales in the third quarter of 2025 relative to the fourth quarter of 2024, along with theimpact of the four acquisitions (collectively, the “2025 Acquisitions”) that closed during the first nine months of 2025 andthe effect of translation from exchange rate changes (“Translation”) at September 30, 2025 compared to December 31, 2024. Days sales outstanding at September 30, 2025 and December 31, 2024 were 67 days and 68 days, respectively. Inventories increased $754.4 to $3,300.1, primarily due to the impact of the 2025 Acquisitions, along with the impact of higher sales in the third quarter of 2025 relative to the fourth quarter of 2024 and Translation. Inventory days at September 30, 2025 and December 31, 2024 were 77 days and 80 days, respectively. Prepaid expenses and other current assets increased $134.9 to $651.9, primarily due toincreases in various prepaid expenses and other current receivables, along with the impact of the 2025 Acquisitions and Translation. Property, plant and equipment, net, increased $429.7 to $2,141.5, primarily due to capital expenditures of $742.9, the impact of the 2025 Acquisitions and Translation, partially offset bydepreciation of $454.6. Goodwill increased $1,632.4 to $9,868.6, primarily driven bygoodwill recognized from the 2025 Acquisitions, in particular the acquisition of the Andrew Business, and Translation. Other intangible assets, net, increased $757.2 to $1,982.3, primarily due tothe recognition of certain intangible assets related to the 2025 Acquisitions, in particular the acquisition of the Andrew Business, and Translation, partially offset bythe amortization associated with the Company’s current intangible assets. Other long-term assets increased $185.6 to $766.7, primarily due to an increase in operating lease right-of-use assets resulting from new and renewed lease agreements entered into during the first nine months of 2025 as well as acquired leases resulting from the 2025 Acquisitions and Translation. Accounts payable increased $643.0 to $2,462.4, primarily due toincr eased purchasing activity related to the higher sales levels in the third quarter of 2025 relative to the fourth quarter of 2024, along withthe impact of the 2025 Acquisitions and Translation. Payable days at September 30, 2025 and December 31, 2024 were both 58 days. Total accrued expenses, including accrued income taxes, increased $721.2 to $2,583.9, primarily as a result ofincreases in accrued salaries, wages and employee benefits and various other accrued expenses, along with the impact of the 2025 Acquisitions and Translation. Other long-term liabilities, including deferred tax liabilities, increased $386.4 to $1,272.5, primarily as a result of an increase in lon…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

In addition to Operating Cash Flow, the Company also considers Free Cash Flow, a non-GAAP financial measure defined in the “Non-GAAP Financial Measures” section below, as a key metric in measuring the Company’s ability to generate cash. The following table reconciles Free Cash Flow to its most directly comparable U.S. GAAP financial measure for the six months ended June 30, 2025 and 2024.

Current wording

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 nine months ended September 30, 2025 and 2024.

Previous wording

Net cash used in investing activities was $2,964.2 in the first six months of 2025, compared to $2,195.7 in the first six months of 2024. In the first six months of 2025, net cash used in investing activities was primarily driven by theuse of $2,483.2 to fund acquisitions and capital expenditures (net of disposals) of $480.0. In the first six months of 2024, net cash used in investing activities was primarily driven by the use of $2,099.8 to fund acquisitions and capital expenditures (net of disposals) of $230.2, partially offset by net sales and maturities of short-term investments of $132.4. The elevated capital expenditures for the first six months of 2025 were driven by investments primarily in support of the growth in our IT datacom and defense markets. We currently expect this elevated level of capital spending to continue in 2025 to support the significant growth we are experiencing related to AI applications in our IT datacom market.

Current wording

Net cash used in investing activities was $3,578.6 in the first nine months of 2025, compared to $2,398.2 in the first nine months of 2024. In the first nine months of 2025, net cash used in investing activities was primarily driven by theuse of $2,772.2 to fund acquisitions, capital expenditures (net of disposals) of $735.3 and net purchases of short-term investments of $71.1. In the first nine months of 2024, net cash used in investing activities was primarily driven by the use of $2,099.8 to fund acquisitions and capital expenditures (net of disposals) of $458.5, partially offset by net sales and maturities of short-term investments of $161.0. The elevated capital expenditures for the first nine months of 2025 were driven by investments primarily in support of the growth in our IT datacom and defense markets. We currently expect this elevated level of capital spending to continue for the fourth quarter of 2025 to support the significant growth we are experiencing related to AI applications in our IT datacom market.

Previous wording

Net cash provided by financing activities was $612.3 in the first six months of 2025, compared to $743.4 in the first six months of 2024. In the first six months of 2025, net cash provided by financing activities was primarily driven by net cash proceeds from borrowings of $1,430.0, primarily related to the issuance of the 2028 Senior Notes and the 2032 Euro Notes (both as defined below), and cash proceeds of $333.8 from the exercise of stock options, partially offset by (i) redemption of the 2.050% Senior Notes of $400.0, (ii) dividend payments of $399.1, (iii) repurchases of the Company’s Common Stock of $341.0, and (iv) payments of $9.1 related to debt financing costs associated with the Company’s issuances of the 2028 Senior Notes and the 2032 Euro Notes. In the first six months of 2024, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $1,500.1, primarily related to the issuance of the April Senior Notes, and (ii) cash proceeds of $234.7 from the exercise of stock options, partially offset by (a) debt repayments of $351.8, primarily related to the redemption of the 3.20% Senior Notes in the second quarter of 2024, (b) repurchases of the Company’s Common Stock of $344.2, (c) dividend payments of $263.8, (d) distributions to and purchases of noncontrolling interests of $17.5, and (e) payments of $14.7 related to debt financing costs associated with the Company’s amended and restated Revolving Credit Facility in March 2024 as well as the issuances of the April Senior Notes.

Current wording

Net cash provided by financing activities was $346.0 in the first nine months of 2025, compared to $515.8 in the first nine months of 2024. In the first nine months of 2025, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $1,430.0, primarily related to the issuance of the 2028 Senior Notes and the 2032 Euro Notes (both as defined below), and (ii) cash proceeds of $445.4 from the exercise of stock options, partially offset by (i) redemption of the 2.050% Senior Notes of $400.0, (ii) dividend payments of $600.3, (iii) repurchases of the Company’s Common Stock of $493.9, (iv) payments of $29.1 related to debt financing costs associated with the Delayed Draw Term Loans, as well as the issuances of the 2028 Senior Notes and the 2032 Euro Notes, and (v) distributions to and purchases of noncontrolling interests of $5.5. In the first nine months of 2024, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $1,500.1, primarily related to the issuance of the April Senior Notes, and (ii) cash proceeds of $320.3 from the exercise of stock options, partially offset by (i) repurchases of the Company’s Common Stock of $520.4, (ii) dividend payments of $396.2, (iii) debt repayments of $353.7, primarily related to the redemption of the 3.20% Senior Notes in the second quarter of 2024, (iv) distributions to and purchases of noncontrolling interests of $20.8, and (v) payments of $14.7 related to debt financing costs associated with the Company’s amended and restated Revolving Credit Facility in March 2024 as well as the issuances of the April Senior Notes.

Previous wording

The Company has significant flexibility to meet its financial commitments. The Company uses debt financing to lower the overall cost of capital and increase return on stockholders’ equity. The Company’s debt financing includes the use of the Commercial Paper Programs, the Revolving Credit Facility, and senior notes as part of its overall cash management strategy.

Current wording

The Company has significant flexibility to meet its financial commitments. The Company uses debt financing to lower the overall cost of capital and increase return on stockholders’ equity. The Company’s debt financing includes the use of the Commercial Paper Programs, the Revolving Credit Facility, the Delayed Draw Term Loans and senior notes as part of its overall cash management strategy.

Previous wording

The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which the Company may issue short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) in one or more private placements in the United States. On March 21, 2024, in conjunction with the increase in the capacity of the Revolving Credit Facility, the Company increased the borrowings available under its U.S. Commercial Paper Program by $500.0. As of June 30, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes. The Company borrowed under the U.S. Commercial Paper Program throughout much of the first six months of 2025, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Andrew Business in January 2025. Before the end of the second quarter of 2025, the Company repaid all of its USCP Notes outstanding using proceeds from the 2028 Senior Notes and the 2032 Euro Notes. As of June 30, 2025 and December 31, 2024, there were no USCP Notes outstanding.

Current wording

The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which the Company may issue short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) in one or more private placements in the United States. On March 21, 2024, in conjunction with the increase in the capacity of the Revolving Credit Facility, the Company increased the borrowings available under its U.S. Commercial Paper Program by $500.0. As of September 30, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes. The Company borrowed under the U.S. Commercial Paper Program throughout some of the first nine months of 2025, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Andrew Business in January 2025. Before the end of the second quarter of 2025, the Company repaid all of its USCP Notes outstanding using the proceeds from the 2028 Senior Notes and the 2032 Euro Notes. As of September 30, 2025 and December 31, 2024, there were no USCP Notes outstanding.

Previous wording

The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. The maximum aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions. The Company did not borrow under the Euro Commercial Paper Program during the first six months of 2025, and, as of June 30, 2025 and December 31, 2024, there were no ECP Notes outstanding.

Current wording

The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. The maximum aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions. The Company did not borrow under the Euro Commercial Paper Program during the first nine months of 2025, and, as of September 30, 2025 and December 31, 2024, there were no ECP Notes outstanding.

Previous wording

On April 23, 2024, the Board authorized a stock repurchase program under which the Company may purchase up to $2,000.0 of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program became effective on April 29, 2024. During the three and six months ended June 30, 2025, the Company repurchased 2.0 million and 4.7 million shares of its Common Stock for $160.1 and $341.0, respectively, under the 2024 Stock Repurchase Program. All of the repurchased shares during the first six months of 2025 were retired by the Company. From July 1, 2025 to July 22, 2025, the Company repurchased 0.4 million additional shares of its Common Stock for $39.5, and, as of July 22, 2025, the Company has remaining authorization to purchase up to $1,155.8 of its Common Stock under the 2024 Stock Repurchase Program. 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.

Current wording

On April 23, 2024, the Board authorized a stock repurchase program under which the Company may purchase up to $2,000.0 of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program became effective on April 29, 2024. During the three and nine months ended September 30, 2025, the Company repurchased 1.4 million and 6.1 million shares of its Common Stock for $152.9 and $493.9, respectively, under the 2024 Stock Repurchase Program. Of the total repurchases made during the nine months ended September 30, 2025 under the 2024 Stock Repurchase Program, 4.7 million shares, or $341.0, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase. From October 1, 2025 to October 21, 2025, the Company repurchased 0.3 million additional shares of its Common Stock for $39.5, and, as of October 21, 2025, the Company has remaining authorization to purchase up to $1,002.9 of its Common Stock under the 2024 Stock Repurchase Program. The timing and amount of any future repurchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.

Previous wording

Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. On July 23, 2024, the Board approved an increase to the Company’s quarterly dividend rate from $0.11 per share to $0.165 per share, effective with dividends declared in the third quarter of 2024, contingent upon declaration by the Board.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

During the six months ended June 30, 2025, the Company completed three acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope, for approximately $2,483.2, net of cash acquired. The Andrew Business has been included in the Communications Solutions segment, and the other two acquisitions have been included in the Harsh Environment Solutions segment. The 2025 Acquisitions were each funded using cash on hand, proceeds from the October Senior Notes, borrowings under the U.S. Commercial Paper Program, or a combination thereof. The 2025 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Current wording

During the nine months ended September 30, 2025, the Company completed four acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope, for approximately $2,772.2, net of cash acquired. The Andrew Business has been included in the Communications Solutions segment, two acquisitions have been included in the Harsh Environment Solutions segment, and one acquisition has been included in the Interconnect and Sensor Systems segment. The 2025 Acquisitions were each funded using cash on hand, proceeds from the October Senior Notes, borrowings under the U.S. Commercial Paper Program, or a combination thereof. The 2025 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Previous wording

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

Current wording

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