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, 2026 and 2025 has been derived from and should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included in Part I, Item 1 herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”). The following discussion and analysis should also be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). The Condensed Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). The following discussion and analysis also includes references to certain non-GAAP financial measures, which are defined in the “Non-GAAP Financial Measures” section below, including “Constant Currency Net Sales Growth” and “Organic Net Sales Growth.” For purposes of the following discussion, the terms “constant currencies” and “organically” have the same meaning, respectively, as these aforementioned non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” within this Item 2 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.

Current wording

The following discussion and analysis of the financial condition and results of operations for the three and nine months ended September 30, 2026 and 2025 has been derived from and should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included in Part I, Item 1 herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”). The following discussion and analysis should also be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). The Condensed Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). The following discussion and analysis also includes references to certain non-GAAP financial measures, which are defined in the “Non-GAAP Financial Measures” section below, including “Constant Currency Net Sales Growth” and “Organic Net Sales Growth.” For purposes of the following discussion, the terms “constant currencies” and “organically” have the same meaning, respectively, as these aforementioned non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” within this Item 2 for more information, including our reasons for including non-GAAP financial measures and material limitations with respect to the usefulness of the measures.

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, 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.

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

Previous wording

Net sales were $8,758.1 in the second quarter of 2026 compared to $5,650.3 in the second quarter of 2025, representing an increase of 55% in U.S. dollars, 54% in constant currencies and 30% organically (excluding both currency and acquisition impacts; unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes), compared to the prior year period. The increase in net sales in the second quarter of 2026 was driven by strong organic growth in all three of the Company’s operating segments, along with contributions from the Company’s acquisition program, as described below. From an end market standpoint, the increase in net sales in the second quarter of 2026 relative to the prior year period was driven by outsized organic growth in the information technology and data communications (“IT datacom”) market, and strong organic growth in the industrial, defense, commercial aerospace and mobile devices markets, along with contributions from the Company’s acquisition program.

Current wording

Net sales were $10,229.7 in the third quarter of 2026 compared to $6,194.4 in the third quarter of 2025, representing an increase of 65% in U.S. dollars, 65% in constant currencies and 37% 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 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 third 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, partially offset by an organic decline in the communications networks market.

Previous wording

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.

Current wording

Net sales were $26,607.9 in the first nine months of 2026 compared to $16,655.7 in the first nine months of 2025, which represented an increase of 60% in U.S. dollars, 59% in constant currencies and 34% organically (excluding both currency and acquisition impacts), compared to the prior year period. The increase in net sales in the first nine 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 nine 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, commercial aerospace and mobile devices markets, along with contributions from the Company’s acquisition program, partially offset by an organic decline in the communications networks market.

Previous wording

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.

Current wording

Net sales in the Communications Solutions segment (approximately 64% of net sales) in the third quarter of 2026 increased 99% in U.S. dollars, 98% in constant currencies and 51% organically, compared to the third quarter of 2025. The increase in the third quarter of 2026 was driven by outsized organic growth in the IT datacom and industrial markets, with particular strength in artificial intelligence (“AI”)-related applications, as well as strong organic growth in the mobile devices and automotive markets, along with contributions from the Company’s acquisition program, partially offset by an organic decline in the communications networks market. Net sales in the Communications Solutions segment (approximately 62% of net sales) in the first nine months of 2026 increased 91% in U.S. dollars, 90% in constant currencies and 47% organically, compared to the first nine months of 2025. The increase in the first nine 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, mobile devices and automotive markets, along with contributions from the Company’s acquisition program, partially offset by an organic decline in the communications networks market.

Previous wording

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.

Current wording

Net sales in the Harsh Environment Solutions segment (approximately 20% of net sales) in the third quarter of 2026 increased 35% in U.S. dollars, 35% in constant currencies and 29% organically, compared to the third quarter of 2025. The increase in the third 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 21% of net sales) in the first nine months of 2026 increased 32% in U.S. dollars, 31% in constant currencies and 25% organically, compared to the first nine months of 2025. The increase in the first nine 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.

Previous wording

Net sales in the Interconnect and Sensor Systems segment (approximately 17% of net sales) in the second quarter of 2026 increased 17% in U.S. dollars, 16% in constant currencies and 13% organically, compared to the second quarter of 2025. The increase in the second quarter of 2026 was driven by strong organic growth in the IT datacom market, with particular strength in AI-related applications, along with contributions from the Company’s acquisition program. Net sales in the Interconnect and Sensor Systems segment (approximately 18% of net sales) in the first six months of 2026 increased 20% in U.S. dollars, 18% in constant currencies and 15% organically, compared to the first six months of 2025. The increase in the first six months of 2026 was driven by outsized organic growth in the IT datacom market, with particular strength in AI-related applications, along with contributions from the Company’s acquisition program.

Current wording

Net sales in the Interconnect and Sensor Systems segment (approximately 16% of net sales) in the third quarter of 2026 increased 17% in U.S. dollars, 17% in constant currencies and 11% organically, compared to the third quarter of 2025. The increase in the third quarter of 2026 was driven by strong organic growth in the IT datacom and industrial markets, 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 17% of net sales) in the first nine months of 2026 increased 19% in U.S. dollars, 17% in constant currencies and 13% organically, compared to the first nine months of 2025. The increase in the first nine months 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.

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

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, 2026 compared to the three and nine months ended September 30, 2025:

Previous wording

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

Current wording

The comparatively weaker U.S. dollar for the third quarter and first nine months of 2026 had the effect of increasing sales by approximately $20.8 and $157.2 for such periods, relative to the comparable periods in 2025.

Previous wording

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).

Current wording

Operating expenses (defined as Cost of sales and Selling, general and administrative expenses) were $7,193.4, or 70.3% of net sales, for the third quarter of 2026, compared to $4,492.1, or 72.5% of net sales, for the third quarter of 2025. Operating income was $3,020.8, or 29.5% of net sales, for the third quarter of 2026, compared to $1,702.3, or 27.5% of net sales, for the third 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 third 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 $15.0 related to the recovery of International Emergency Economic Power 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 third quarter of 2026 includes $15.5 of acquisition-related expenses, comprised of the external transaction costs associated with acquisitions.

Previous wording

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).

Current wording

Operating expenses were $19,014.8, or 71.5% of net sales, for the nine months ended September 30, 2026, compared to $12,453.8, or 74.8% of net sales, for the nine months ended September 30, 2025. Operating income was $7,437.2, or 28.0% of net sales, for the nine months ended September 30, 2026, compared to $4,145.9, or 24.9% of net sales, for the nine months ended September 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 nine months ended September 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 $95.0 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 nine months ended September 30, 2026 includes $287.9 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 $155.9 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 nine months ended September 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).

Previous wording

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.

Current wording

Operating income for the Communications Solutions segment for the third quarter and first nine months of 2026 was $2,180.4, or 33.1% of net sales, and $5,378.0, or 32.6% of net sales, respectively, compared to $1,081.3, or 32.7% of net sales, and $2,632.8, or 30.5% of net sales, for the third quarter and first nine 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, for the first nine months of 2026 only, 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.

Previous wording

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.

Current wording

Operating income for the Harsh Environment Solutions segment for the third quarter and first nine months of 2026 was $615.0, or 30.1% of net sales, and $1,647.6, or 29.5% of net sales, respectively, compared to $410.9, or 27.1% of net sales, and $1,085.8, or 25.7% of net sales, for the third quarter and first nine 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, for the first nine months of 2026 only, 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.

Previous wording

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.

Current wording

Interest expense for the third quarter and first nine months of 2026 was $212.3 and $633.9, respectively, compared to $80.7 and $238.1, for the third quarter and first nine months of 2025, respectively. The increases in interest expense for both the third quarter and first nine 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 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.

Previous wording

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

Current wording

Provision for income taxes for the third quarter and first nine months of 2026 was at an effective tax rate of 27.4% and 30.3%, respectively. 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. Various items incurred in the third quarter and first nine months of 2026 and 2025 impacted the effective tax rates and earnings per share by the amounts noted in the tables below. For the third quarter and first nine 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 nine months ended September 30, 2026, the effective tax rate was further impacted by income tax related accruals of $60.0 and $229.0, respectively. The amounts recorded during the three months ended September 30, 2026 primarily relate to settlements of foreign tax matters. In addition, for the nine months ended September 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 discussed further below. As a result of this matter, as well as a continued shift in income to higher-tax jurisdictions, during the nine months ended September 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 nine months ended September 30, 2026 was 27.0%, and for the three and nine months ended September 30, 2025 was 27.0% and 25.5%, respectively, 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.

Previous wording

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.

Current wording

Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,034.3 and $0.79, respectively, for the third quarter of 2026, compared to $1,245.7 and $0.49, respectively, for the third 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 $2,056.3 and $0.80, respectively, for the third quarter of 2026, compared to $1,188.6 and $0.46, respectively, for the third quarter of 2025. Net income attributable to Amphenol Corporation and Diluted EPS were $4,736.5 and $1.84, respectively, for the first nine months of 2026, compared to $3,074.8 and $1.21, respectively, for the first nine 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 $5,174.7 and $2.01, respectively, for the first nine months of 2026, compared to $3,018.5 and $1.18, respectively, for the first nine months of 2025.

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, 2026 and 2025:

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, 2026 and 2025:

Previous wording

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.

Current wording

As of September 30, 2026 and December 31, 2025, the Company had cash, cash equivalents and short-term investments of $5,301.4 and $11,434.2, respectively. As of September 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.

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 Commercial Paper Programs and the Revolving Credit Facility (both as defined below). The Company believes that these sources of liquidity, along with access to capital markets (which the Company accessed in the first six months of 2026 for various debt issuances), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations. The Company’s debt instruments are defined and discussed in more detail below within this Item 2.

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 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 nine 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.

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, funding of acquisitions, and other contractual obligations and commitments included in Item 7 of the 2025 Annual Report. The Company has funded all of its recent acquisitions entirely with a combination of cash on hand and net proceeds from its debt instruments, including the CommScope acquisition, and may fund future acquisitions all or in part with cash. The Company’s debt service requirements primarily consist of principal and interest on the Company’s Senior Notes and Delayed Draw Term Loans, and to the extent of any amounts outstanding, the Revolving Credit Facility and Commercial Paper Programs. As of June 30, 2026 and December 31, 2025, the Company had no borrowings outstanding under the Revolving Credit Facility and Commercial Paper Programs. However, the Company borrowed under the U.S. Commercial Paper Program during the first six months of 2026 from time to time, the proceeds of which were used for general corporate purposes. Although all such borrowings were repaid before the end of the second quarter of 2026, the Company may make additional borrowings under the Revolving Credit Facility and the Commercial Paper Programs in the future. As of June 30, 2026, the Company had $934.1 and $1,534.1 outstanding under the 364-Day Delayed Draw Term Loan and Three-Year Delayed Draw Term Loan, respectively. On July 2, 2026 and on July 27, 2026, the Company used cash on hand to repay $300.0 and $234.1, respectively, of the outstanding balance under the 364-Day Delayed Draw Term Loan. As of the date these condensed consolidated financial statements were issued, the carrying amount of the 364-Day Delayed Draw Term Loan was $400.0. As of December 31, 2025, the Company had no borrowings outstanding under either Delayed Draw Term Loan. To the extent that interest rates change related to floating interest rate debt and the Company has outstanding borrowings under any of our floating rate debt instruments (Commercial Paper Programs, Revolving Credit Facility and the Delayed Draw Term Loans), our interest expense and interest payments will be impacted accordingly. Although the Company does not expect changes in interest rates to have a material effect on net income or cash flows for the remainder of 2026, there can be no assurance that interest rates will not change significantly from current levels.

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 Part II, Item 7 of the 2025 Annual Report. The Company has funded all of its recent acquisitions entirely with a combination of cash on hand and net proceeds from its debt instruments, including the CommScope acquisition, and may fund future acquisitions all or in part with cash. The Company’s debt service requirements primarily consist of principal and interest on the Company’s Senior Notes and Three-Year Delayed Draw Term Loan, and to the extent of any amounts outstanding, the Revolving Credit Facility and Commercial Paper Programs. As of September 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 nine 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 third quarter of 2026, the Company may make additional borrowings under the Revolving Credit Facility and the Commercial Paper Programs in the future. As of September 30, 2026, the Company had $1,534.1 outstanding under the Three-Year Delayed Draw Term Loan. As of December 31, 2025, the Company had no borrowings outstanding under either Delayed Draw Term Loan. To the extent that interest rates change related to floating interest rate debt and the Company has outstanding borrowings under any of our floating rate debt instruments (Commercial Paper Programs, Revolving Credit Facility and the Three-Year Delayed Draw Term Loan), our interest expense and interest payments will be impacted accordingly. Although the Company does not expect changes in interest rates to have a material effect on net income or cash flows for the remainder of 2026, there can be no assurance that interest rates will not change significantly from current levels.

Previous wording

As previously disclosed, in connection with the tax matter in China, the Company received unfavorable determinations from the relevant tax authorities regarding certain of the Company’s prior period tax positions. As a result of these unfavorable determinations, the Company received tax payment notices totaling $230.0. To fully accrue for this amount, the Company recorded an accrual of $130.0 during the three months ended March 31, 2026, which was in addition to the accrual of $100.0 recorded in the three months ended December 31, 2025. During the second quarter of 2026, the $230.0 was paid in full. In addition, the developments of the China tax matter also resulted in the Company’s reassessment during the three months ended March 31, 2026, of certain tax rate assumptions applied to prior

Current wording

As previously disclosed, in connection with the tax matter in China, the Company received unfavorable determinations from the relevant tax authorities regarding certain of the Company’s prior period tax positions. As a result of these unfavorable determinations, the Company received tax payment notices totaling $230.0. To fully accrue for this amount, the Company recorded an accrual of $130.0 during the three months ended March 31, 2026, which was in addition to the accrual of $100.0 recorded in the three months ended December 31, 2025. During the second quarter of 2026, the $230.0 was paid in full. In addition, the developments of the China tax matter also resulted in the Company’s reassessment during the three months ended March 31, 2026, of certain tax rate assumptions applied to prior years’ results not subject to the China tax inquiries. This reassessment resulted in the Company recording $160.0 of additional tax obligations during the nine months ended September 30, 2026.

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 Cuts and Jobs Act. Certain corporate tax provisions in H.R. 1 were enacted with retroactive effect to January 1, 2025. H.R. 1 did not have a material impact on our effective tax rate for the three and six months ended June 30, 2026. The Company continues to evaluate the corporate tax provisions contained within H.R. 1, and the future impact of H.R. 1 depends on several factors, including interpretive regulatory guidance, which has not yet been released.

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 Cuts and Jobs Act. Certain corporate tax provisions in H.R. 1 were enacted with retroactive effect to January 1, 2025. H.R. 1 did not have a material impact on our effective tax rate for the three and nine months ended September 30, 2026. The Company continues to evaluate the corporate tax provisions contained within H.R. 1, and the future impact of H.R. 1 depends on several factors, including interpretive regulatory guidance, which has not yet been released.

Previous wording

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:

Current wording

The following table summarizes the Company’s cash flows from operating, investing and financing activities for the nine months ended September 30, 2026 and 2025, 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 $2,678.7 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.

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 $4,757.2 in the first nine months of 2026 compared to $3,652.5 in the first nine months of 2025. The increase in Operating Cash Flow for the first nine months of 2026 compared to the first nine 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.

Previous wording

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.

Current wording

In the first nine months of 2026, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $1,592.5, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $2,234.7, inventories of $1,230.5, and prepaid expenses and other current assets of $400.0, partially offset by an increase in accounts payable of $1,556.6 and an increase in accrued liabilities, including income taxes, of $716.1. 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.

Previous wording

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 theimpact of the three acquisitions (collectively, the “2026 Acquisitions”) that closed during the first six months of 2026, partially offset bythe 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 toincreases 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, andthe impact of the 2026 Acquisitions, partially offset bydepreciation of $413.0 and Translation. Goodwill increased $6,979.3 to $17,554.7, driven by goodwill recognized from the 2026 Acquisitions, primarilythe CommScope acquisition, partially offset by Translation. Other intangible assets, net, increased $3,047.5 to $5,288.9, due tothe recognition of certain intangible assets related to the 2026 Acquisitions, primarily the CommScope acquisition, partially offset bythe 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 toincr eased purchasing activity related to the higher sales levels in the second quarter of 2026 relative to the fourth quarter of 2025, along withthe 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 ofincreases 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, increas…

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, 2026 as compared to December 31, 2025. Accounts receivable increased $3,064.9 to $7,782.0, primarily due to the higher sales in the third quarter of 2026 relative to the fourth quarter of 2025, along with theimpact of the four acquisitions (collectively, the “2026 Acquisitions”) that closed during the first nine months of 2026, partially offset bythe effect of translation from exchange rate changes (“Translation”) at September 30, 2026 compared to December 31, 2025. Days sales outstanding at September 30, 2026 and December 31, 2025 were 67 days and 66 days, respectively. Inventories increased $1,839.6 to $5,264.5, primarily due to the impact of the 2026 Acquisitions, along with the impact of higher sales in the third quarter of 2026 relative to the fourth quarter of 2025, partially offset by Translation. Inventory days at September 30, 2026 and December 31, 2025 were 76 days and 77 days, respectively. Prepaid expenses and other current assets increased $442.5 to $1,133.5, primarily due toincreases 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 $935.4 to $3,241.0, primarily due to capital expenditures of $1,104.3, andthe impact of the 2026 Acquisitions, partially offset bydepreciation of $652.8 and Translation. Goodwill increased $7,120.2 to $17,695.6, driven by goodwill recognized from the 2026 Acquisitions, primarilythe CommScope acquisition, partially offset by Translation. Other intangible assets, net, increased $3,102.6 to $5,344.0, due tothe recognition of certain intangible assets related to the 2026 Acquisitions, primarily the CommScope acquisition, partially offset bythe amortization associated with the Company’s current intangible assets and Translation. Other long-term assets increased $412.5 to $1,259.8, 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 2026 as well as acquired leases resulting from the 2026 Acquisitions. Accounts payable increased $2,209.5 to $4,871.4, primarily due toincr eased purchasing activity related to the higher sales levels in the third quarter of 2026 relative to the fourth quarter of 2025, along withthe impact of the 2026 Acquisitions and Translation. Payable days at September 30, 2026 and December 31, 2025 were 66 days and 60 days, respectively. Total accrued expenses, including accrued income taxes, increased $1,262.5 to $4,466.2, primarily as a result ofincreases in accrued interest, accrued salaries, wages and employee benefits, and various other accrued expenses, along with the impact of the 2026 Acquisitions and Translation. Other long-term liabilities, including deferred tax liabilities, increased $1,154.2 …

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, 2026 and 2025.

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, 2026 and 2025.

Previous wording

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 theuse 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.

Current wording

Net cash used in investing activities was $12,979.2 in the first nine months of 2026, compared to $3,578.6 in the first nine months of 2025. In the first nine months of 2026, net cash used in investing activities was primarily driven by theuse of $11,055.8 to fund the 2026 Acquisitions, primarily the CommScope acquisition, capital expenditures (net of disposals) of $1,097.8 and net purchases of short-term investments of $814.1. In the first nine months of 2025, net cash used in investing activities was primarily driven by the use of $2,772.2 to fund acquisitions, capital expenditures (net of disposals) of $735.3 and net purchases of short-term investments of $71.1.

Previous wording

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.

Current wording

Net cash provided by financing activities was $1,193.0 in the first nine months of 2026, compared to $346.0 in the first nine months of 2025. In the first nine 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 $297.7 from the exercise of stock options, partially offset by (a) repayments of Senior Notes and other debt facilities of $2,473.6, (b) dividend payments of $922.0, (c) repurchases of the Company’s Common Stock of $630.6, (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, and (e) distributions to and purchases of noncontrolling interests of $4.5. 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 (a) redemption of the 2.050% Senior Notes of $400.0, (b) dividend payments of $600.3, (c) repurchases of the Company’s Common Stock of $493.9, (d) 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 (e) distributions to and purchases of noncontrolling interests of $5.5.

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, the Delayed Draw Term Loans 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 Three-Year Delayed Draw Term Loan and senior notes as part of its overall cash management strategy.

Previous wording

On August 22, 2025, the Company entered into (i) a three-year, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions, and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “Three-Year Delayed Draw Term Loan”), which is scheduled to mature on the three-year anniversary of the funding date, and (ii) a 364-day, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans” and individually, a “Delayed Draw Term Loan”), which is scheduled to mature on the date that is 364 days after the funding date. Each Delayed Draw Term Loan may only be drawn in a single drawing over the life of the applicable facility. Each Delayed Draw Term Loan may be repaid at any time without premium or penalty and, once repaid, cannot be reborrowed. Interest rates under each Delayed Draw Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which

Current wording

On August 22, 2025, the Company entered into (i) a three-year, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions, and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “Three-Year Delayed Draw Term Loan”), which is scheduled to mature on the three-year anniversary of the funding date, and (ii) a 364-day, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans,” and individually, a “Delayed Draw Term Loan”), which is scheduled to mature on the date that is 364 days after the funding date. Each Delayed Draw Term Loan may only be drawn in a single drawing over the life of the applicable facility. Each Delayed Draw Term Loan may be repaid at any time without premium or penalty and, once repaid, cannot be reborrowed. Interest rates under each Delayed Draw Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating. On November 13, 2025, the aggregate commitment amount in respect of each of the Delayed Draw Term Loans was individually reduced to $1,534.1. On January 9, 2026, the Company drew the full $1,534.1 available under each of the Delayed Draw Term Loans to fund a portion of the consideration for the CommScope acquisition. On May 11, 2026, the Company used cash on hand to repay $600.0 of the outstanding balance under the 364-Day Delayed Draw Term Loan. During the three months ended September 30, 2026, the Company used cash on hand to repay the remaining $934.1 of the outstanding balance under the 364-Day Delayed Draw Term Loan. On September 30, 2026, the Company was in compliance with the financial covenants under the Three-Year Delayed Draw Term Loan.

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. As of June 30, 2026, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes. The Company borrowed under the U.S. Commercial Paper Program throughout much of the first six months of 2026, the proceeds of which were used for general corporate purposes. Before the end of the second quarter of 2026, the Company repaid all of its USCP Notes outstanding using cash on hand. As of June 30, 2026 and December 31, 2025, there were no USCP Notes outstanding.

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. As of September 30, 2026, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes. The Company borrowed under the U.S. Commercial Paper Program throughout much of the first nine months of 2026, the proceeds of which were used for general corporate purposes. Before the end of the third quarter of 2026, the Company repaid all of its USCP Notes outstanding using cash on hand. As of September 30, 2026 and December 31, 2025, 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 2026, and, as of June 30, 2026 and December 31, 2025, 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 2026, and, as of September 30, 2026 and December 31, 2025, there were no ECP Notes outstanding.

Previous wording

All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes. Interest on each series of U.S. Senior Notes is payable semiannually, except for the Floating Rate Senior Notes for which interest is payable quarterly. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time, subject to certain terms and conditions, except that the Company may not redeem the Floating Rate Senior Notes at its option prior to their maturity.

Current wording

All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations. Interest on each series of U.S. Senior Notes is payable semiannually, except for the Floating Rate Senior Notes for which interest is payable quarterly. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time, subject to certain terms and conditions, except that the Company may not redeem the Floating Rate Senior Notes at its option prior to their maturity.

Previous wording

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.

Current wording

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 (approximately $585.0 at date of issuance) aggregate principal amount 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 the 364-Day Delayed Draw Term Loan, and for general corporate purposes.

Previous wording

On June 16, 2025, the Company issued €600.0 (approximately $685.9 at date of issuance) aggregate principal amount of unsecured 3.125% Senior Notes due June 16, 2032 (the “2032 Euro Notes”). Interest on the 2032 Euro Notes is payable annually on June 16 of each year, commencing on June 16, 2026. The Company used net proceeds from the 2032 Euro Notes to repay borrowings under the U.S. Commercial Paper Program and for general corporate purposes.

Current wording

On June 16, 2025, the Company issued €600.0 (approximately $685.9 at date of issuance) aggregate principal amount of unsecured 3.125% Senior Notes due June 16, 2032 (the “2032 Euro Notes”). Interest on the 2032 Euro Notes is payable annually on June 16 of each year, which commenced on June 16, 2026. The Company used net proceeds from the 2032 Euro Notes to repay borrowings under the U.S. Commercial Paper Program and for general corporate purposes.

Previous wording

The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. On June 30, 2026, the Company was in compliance with all requirements under

Current wording

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

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, 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.

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, 2026, the Company repurchased 3.0 million and 8.5 million shares of its Common Stock for $244.7 and $630.6, respectively, under the 2024 Stock Repurchase Program. Of the total repurchases made during the nine months ended September 30, 2026 under the 2024 Stock Repurchase Program, 6.0 million shares, or $452.5, 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, 2026 to October 27, 2026, the Company repurchased 0.9 million additional shares of its Common Stock for $74.6, and, as of October 28, 2026, the Company has remaining authorization to purchase up to $165.9 of its Common Stock under the 2024 Stock Repurchase Program. The Company expects to complete all remaining repurchases under the 2024 Stock Repurchase Program by December 31, 2026.

Previous wording

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

Current wording

Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. On October 21, 2025, the Board approved an increase to the Company’s quarterly dividend rate from $0.0825 per share to $0.125 per share, effective with dividends declared in the fourth quarter of 2025, and on October 27, 2026, the Board approved an increase to the Company’s quarterly dividend rate from $0.125 per share to $0.15 per share, effective with dividends declared in the fourth quarter of 2026, 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, 2026 and 2025:

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, 2026 and 2025: