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What changed in Amphenol's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Amphenol's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+352 added−360 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-07)

Top changes in Amphenol's 2025 10-K

352 paragraphs added · 360 removed · 284 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

39 edited+3 added−6 removed75 unchanged
Biggest changeAll segment information throughout this Annual Report is presented under our three reportable segments . ​ 2 Table of Contents A description of each of our reportable business segments is as follows: ​ ● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products. ​ ● Communications Solutions – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other products, coaxial and high-speed cable, as well as antennas. ​ ● Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems. ​ The following table provides a summary of the end markets that we service and our key products within each of the three reportable business segments: ​ Reporting Segment Harsh Environment Solutions Communications Solutions Interconnect and Sensor Systems ​ ​ ​ ​ ​ ​ ​ % of 2024 Net Sales: 29% 42% 29% ​ ​ ​ ​ ​ ​ ​ End Markets ​ ● Automotive ● Commercial Aerospace ● Defense ● Industrial ● Information Technology and Data Communications ● Mobile Networks ​ ● Automotive ● Broadband Communications ● Commercial Aerospace ● Defense ● Industrial ● Information Technology and Data Communications ● Mobile Devices ● Mobile Networks ​ ● Automotive ● Commercial Aerospace ● Defense ● Industrial ● Information Technology and Data Communications ● Mobile Networks ​ ​ ​ ​ ​ ​ ​ Key Products ​ Connectors and Connector Systems: ● harsh environment data, power, fiber optic and radio frequency interconnect products ​ Value-Add Products: ● backplane interconnect systems ● cable assemblies and harnesses ● cable management products ​ Cable: ● coaxial cable ​ Other: ● flexible and rigid printed circuit boards ​ Connectors and Connector Systems: ● fiber optic interconnect products ● high-speed interconnect products ● radio frequency interconnect products ​ Value-Add Products: ● cable assemblies and harnesses ​ Antennas: ● consumer device antennas ● network infrastructure antennas ​ Cable: ● coaxial, power and specialty cable ​ Other: ● hinges and other mechanical products ● production-related products ​ Connectors and Connector Systems: ● busbars and power distribution systems ● power interconnect products ​ Value-Add Products: ● backplane interconnect systems ● cable assemblies and harnesses ​ Sensors and Sensor-based Products: ● force ● gas and moisture ● level ● position ● pressure ● temperature ● vibration ​ For further details related to the Company’s reportable business segments, information regarding the Company’s operations and results by reportable segment, as well as the Company’s net sales and long-lived assets by geographic area, refer to Note 13 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. ​ ​ 3 Table of Contents Our Strategy ​ The Company’s overall strategy is to provide our customers with comprehensive design capabilities, a broad selection of products and a high level of quality and service on a worldwide basis, while maintaining continuing programs of productivity improvement and cost control.
Biggest changeAll segment information throughout this Annual Report is presented under our three reportable segments . ​ 2 Table of Contents A description of each of our reportable business segments is as follows: ​ ● Communications Solutions – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other interconnect products; coaxial, fiber optic, power and high-speed cable; antennas; and other products. ​ ● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products. ​ ● Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems. ​ The following table provides a summary of the end markets that we service and our key products within each of the three reportable business segments: ​ Reporting Segment ​ ​ ​ Communications Solutions ​ ​ ​ Harsh Environment Solutions ​ ​ ​ Interconnect and Sensor Systems ​ ​ ​ ​ ​ ​ ​ % of 2025 Net Sales: 52% 26% 22% ​ ​ ​ ​ ​ ​ ​ End Markets ​ ● ​ ​Automotive ● ​ ​Commercial Aerospace ● ​ ​Communications Networks ● ​ ​Defense ● ​ ​Industrial ● ​ ​Information Technology and Data Communications ● ​ ​Mobile Devices ​ ● ​ ​Automotive ● ​ ​Commercial Aerospace ● ​ ​Communications Networks ● ​ ​Defense ● ​ ​Industrial ● ​ ​Information Technology and Data Communications ​ ​ ● ​ ​Automotive ● ​ ​Commercial Aerospace ● ​ ​Communications Networks ● ​ ​Defense ● ​ ​Industrial ● ​ ​Information Technology and Data Communications ​ ​ ​ ​ ​ ​ ​ ​ Key Products ​ Connectors and Connector Systems: ● ​ ​ fiber optic interconnect products ● ​ ​high-speed interconnect products ● ​ ​radio frequency interconnect products ​ Value-Add Products: ● ​ ​cable assemblies and harnesses ​ Antennas: ● ​ ​consumer device antennas ● ​ ​network infrastructure antennas ​ Cable: ● ​ ​coaxial, fiber optic, power and specialty cable ​ Other: ● ​ ​hinges and other mechanical products ● ​ ​production-related products ​ Connectors and Connector Systems: ● ​ harsh environment data, power, fiber optic and radio frequency interconnect products ​ Value-Add Products: ● ​ ​backplane interconnect systems ● ​ ​cable assemblies and harnesses ● cable management products ​ Cable: ● ​ ​coaxial and specialty cable ​ Other: ● ​ ​flexible and rigid printed circuit boards ​ Connectors and Connector Systems: ● ​ ​busbars and power distribution systems ● ​ ​power interconnect products ​ Value-Add Products: ● ​ ​backplane interconnect systems ● ​ ​cable assemblies and harnesses ​ Sensors and Sensor-based Products: ● ​ ​force ● ​ ​gas and moisture ● ​ ​level ● ​ ​position ● ​ ​pressure ● ​ ​temperature ● ​ ​vibration ​ For further details related to the Company’s reportable business segments, information regarding the Company’s operations and results by reportable segment, as well as the Company’s net sales and long-lived assets by geographic area, refer to Note 13 of the Notes to Consolidated Financial Statements. ​ ​ 3 Table of Contents Our Strategy ​ The Company’s overall strategy is to provide our customers with comprehensive design capabilities, a broad selection of products and a high level of quality and service on a worldwide basis, while maintaining continuing programs of productivity improvement and cost control.
Item 1. Business ​ General ​ Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed and specialty cable.
Item 1. Business ​ General ​ Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed, fiber optic and specialty cable.
The Company aligns its businesses into three reportable business segments: (i) Harsh Environment Solutions , (ii) Communications Solutions and (iii) Interconnect and Sensor Systems . This alignment and segment structure reinforces the Company’s entrepreneurial culture and enables clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future.
The Company aligns its businesses into three reportable business segments: (i) Communications Solutions , (ii) Harsh Environment Solutions and (iii) Interconnect and Sensor Systems . This alignment and segment structure reinforces the Company’s entrepreneurial culture and enables clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future.
In addition to connector and interconnect assembly products, the Company also provides rigid and flexible printed circuits, high-technology cable management products as well as sensors. Our products are specifically designed to operate in the harsh environments of commercial aerospace, while also providing substantial weight reduction, simplified installation and/or minimal maintenance.
In addition to connector and interconnect assembly products, the Company also provides rigid and flexible printed circuits, specialty cable, high-technology cable management products as well as sensors. Our products are specifically designed to operate in the harsh environments of commercial aerospace, while also providing substantial weight reduction, simplified installation and/or minimal maintenance.
Whether through reducing our and our partners’ environmental footprint, following humane labor practices, supporting the development of our global team, ensuring the strength and integrity of our supply chain or giving back to our communities, we have always believed that it is not just good stewardship, but good business to focus on the long-term sustainability of Amphenol . ​ The Company publishes an annual sustainability report (“Sustainability Report”) to highlight our goals and areas of progress and success in sustainability matters, including climate-related topics.
Whether through reducing our and our partners’ environmental footprint, following humane labor practices, supporting the development of our global team, ensuring the strength and integrity of our supply chain or giving back to our communities, we have always believed that it is not just good stewardship, but good business to focus on the long-term sustainability of Amphenol . ​ 11 Table of Contents The Company publishes an annual sustainability report (“Sustainability Report”) to highlight our goals and areas of progress and success in sustainability matters, including climate-related topics.
Furthermore, the materiality standards under these frameworks and other regimes we may consider are different from, and often more expansive than, the materiality standard under the U.S. securities laws. Our 2023 Sustainability Report is available on our website at https://amphenol.com/sustainability .
Furthermore, the materiality standards under these frameworks and other regimes we may consider are different from, and often more expansive than, the materiality standard under the U.S. securities laws. Our 2024 Sustainability Report is available on our website at https://amphenol.com/sustainability .
It is having the discipline to invest in programs that have a good return, maintaining a cost structure as flexible as possible to respond to changes in the marketplace, working with suppliers and vendors in a fair but prudent way to ensure a reasonable cost for materials and services and creating a mindset where managers manage the Company’s assets as if they were their own. ​ ● Pursue strategic acquisitions and investments - The Company believes that the industry in which it operates is highly fragmented and continues to provide significant opportunities for strategic acquisitions.
It is having the discipline to invest in programs that have a good return, maintaining a cost structure as flexible as possible to respond to changes in the marketplace, working with suppliers and vendors in a fair but prudent way to ensure a reasonable cost for materials and services and creating a mindset where managers manage the Company’s assets as if they were their own. ​ 4 Table of Contents ● Pursue strategic acquisitions and investments - The Company believes that the industry in which it operates is highly fragmented and continues to provide significant opportunities for strategic acquisitions.
The items discussed in our 2023 Sustainability Report have not required material capital expenditures or operating expenses, nor caused material operational challenges or risks to the Company’s business or results of operations beyond those items disclosed in Item 1A.
The items discussed in our 2024 Sustainability Report have not required material capital expenditures or operating expenses, nor caused material operational challenges or risks to the Company’s business or results of operations beyond those items disclosed in Item 1A.
In addition to product design teams and collaborative initiatives with customers, the Company uses key account managers to manage certain customer relationships on a global basis so that it can bring to bear its total resources to meet the worldwide needs of its multinational customers. ​ Manufacturing ​ The Company is a global manufacturer employing advanced manufacturing processes including molding, stamping, plating, turning, computer numerical control (CNC) machining, 3D printing, extruding, die casting, certain other manufacturing, automation and assembly operations and proprietary process technology for connectors, specialty and coaxial cable production, antenna and sensor fabrication.
In addition to product design teams and collaborative initiatives 7 Table of Contents with customers, the Company uses key account managers to manage certain customer relationships on a global basis so that it can bring to bear its total resources to meet the worldwide needs of its multinational customers. ​ Manufacturing ​ The Company is a global manufacturer employing advanced manufacturing processes including molding, stamping, plating, turning, computer numerical control (CNC) machining, 3D printing, extruding, die casting, certain other manufacturing, automation and assembly operations and proprietary process technology for connectors, specialty, fiber optic and coaxial cable production, antenna and sensor fabrication.
Our products enable a broad array of IT datacom systems and applications, including a growing range of systems to power artificial intelligence and machine learning. Whether industry standard or application-specific designs are required, Amphenol provides customers with products that enable performance at the leading edge of next-generation, high-speed, power and fiber optic technologies.
Our products enable a broad array of IT datacom systems and applications, including a growing range of systems to power AI and machine learning. Whether industry standard or application-specific designs are required, Amphenol provides customers with products that enable performance at the leading edge of next-generation, high-speed, power and fiber optic technologies.
The SASB standards and GRI and TCFD frameworks encourage companies to disclose climate-related topics that are important to certain interested stakeholders, even if not material for purposes of the U.S. securities laws.
The SASB standards and GRI and ISSB frameworks encourage companies to disclose climate-related topics that are important to certain interested stakeholders, even if not material for purposes of the U.S. securities laws.
Sales into the defense market represented approximately 11% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ● airframe ​ ● naval ● avionics ​ ● ordnance and missile systems ● communications ​ ● radar systems ● engines ​ ● rotorcraft ● ground vehicles and tanks ​ ● satellite and space programs ● homeland security ​ ● unmanned aerial vehicles ​ Industrial - Amphenol is a technology leader in the design, manufacture and supply of high-performance interconnect systems, sensors and antennas for a broad range of industrial applications.
Sales into the defense market represented approximately 9% of the Company’s net sales in 2025, with sales into the following primary end applications: ​ ● ​ ​airframe ​ ● ​ ​naval ● ​ ​avionics ​ ● ​ ​ordnance and missile systems ● ​ ​communications ​ ● ​ ​radar systems ● ​ ​engines ​ ● ​ ​rotorcraft ● ​ ​ground vehicles and tanks ​ ● ​ ​satellite and space programs ● ​ ​homeland security ​ ● ​ ​unmanned aerial vehicles ​ Industrial - Amphenol is a technology leader in the design, manufacture and supply of high-performance interconnect systems, sensors and antennas for a broad range of industrial applications.
The Sustainability Report discusses our approach and progress on the environmental, social and governance (“ESG”) issues most significant to our business, including ESG-related strategies, programs, goals and metrics that demonstrate our commitment to our stakeholders.
The Sustainability Report discusses our approach and progress on the environmental, social and governance issues most significant to our business, including related strategies, programs, goals and metrics that demonstrate our commitment to our stakeholders.
This oversight is conducted both directly and through certain of the Board’s committees. At each of its regularly scheduled quarterly meetings, the Board reviews changes in key personnel and, at least once a year, meets with management to discuss various human resources related topics.
This oversight is conducted both directly and through certain of the Board’s committees. At each of its regularly scheduled quarterly meetings, the Board reviews changes in key personnel and, at least once a year, meets with management to discuss various human resources related topics including succession planning.
Risk Factors herein. ​ Human Capital Management and Our Culture ​ The Company’s success is closely tied to the capability, adaptability and accountability of our diverse, global organization. One of the key components of our business strategy is the fostering of a collaborative and entrepreneurial management culture.
Risk Factors herein. ​ 10 Table of Contents Human Capital Management and Our Culture ​ The Company’s success is closely tied to the capability, adaptability and accountability of our diverse, global organization. One of the key components of our business strategy is the fostering of a collaborative and entrepreneurial management culture.
At the end of 2024, our research, development and engineering efforts, which relate to the creation of new and improved products and processes, were supported by approximately 4,600 of our employees and were performed primarily by individual business units focused on specific markets and product technologies. ​ 8 Table of Contents Intellectual Property ​ We own a significant portfolio of patents that principally relate to mechanical, electrical, radio frequency, optical and electronic features of interconnect, antenna and sensor products.
At the end of 2025, our research, development and engineering efforts, which relate to the creation of new and improved products and processes, were supported by approximately 6,400 of our employees and were performed primarily by individual business units focused on specific markets and product technologies. ​ 8 Table of Contents Intellectual Property ​ We own a significant portfolio of patents that principally relate to mechanical, electrical, radio frequency, optical and electronic features of interconnect, antenna and sensor products.
Risk Factors herein. ​ Raw Materials ​ The Company purchases a wide variety of raw materials for the manufacture of its products, including (i) precious metals such as gold, silver and palladium, (ii) aluminum, steel, copper, titanium and metal alloy products and (iii) plastic materials.
Risk Factors herein. ​ Raw Materials ​ The Company purchases a wide variety of raw materials for the manufacture of its products, including (i) precious metals such as gold, silver and palladium, (ii) aluminum, steel, copper, titanium and metal alloy products (iii) copper wire and optical fiber, and (iv) plastic materials.
No single customer accounted for 10% or more of the Company’s net sales during the years ended December 31, 2024, 2023 and 2022. 7 Table of Contents ​ The Company sells its products through its own global sales force, independent representatives and a global network of electronics distributors.
No single customer accounted for 10% or more of the Company’s net sales during the years ended December 31, 2025, 2024 and 2023. ​ The Company sells its products through its own global sales force, independent representatives and a global network of electronics distributors.
Sales into the industrial market represented approximately 24% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ● agricultural equipment ● marine ● alternative and traditional energy generation ​ ● medical equipment ● batteries and hybrid drive systems ​ ● oil and gas ● entertainment ​ ● power distribution ● factory and machine tool automation ​ ● public safety ● heavy equipment ​ ● rail mass transit ● instrumentation ​ ● semiconductor manufacturing equipment ● internet of things ​ ● smart manufacturing ● LED lighting ​ ● transportation ​ Information Technology and Data Communications - Amphenol is a global provider of interconnect solutions to designers, manufacturers and operators of internet-enabling systems.
Sales into the industrial market represented approximately 19% of the Company’s net sales in 2025, with sales into the following primary end applications: ​ ​ ​ ● ​ ​agricultural equipment ​ ​ ​ ● ​ ​marine ● ​ ​alternative and traditional energy generation ​ ● ​ ​medical equipment ● ​ ​batteries and hybrid drive systems ​ ● ​ ​oil and gas ● ​ ​entertainment ​ ● ​ ​power distribution ● ​ ​factory and machine tool automation ​ ● ​ ​public safety ● ​ ​heavy equipment ​ ● ​ ​rail mass transit ● ​ ​instrumentation ​ ● ​ ​semiconductor manufacturing equipment ● ​ ​internet of things ​ ● ​ ​smart manufacturing ● ​ ​LED lighting ​ ● ​ ​transportation 6 Table of Contents ​ Information Technology and Data Communications - Amphenol is a global provider of interconnect solutions to designers, manufacturers and operators of internet and artificial intelligence (“AI”)-enabling systems.
Risk Factors herein. ​ 9 Table of Contents Backlog and Seasonality ​ The Company estimates that its backlog of unfilled firm orders as of December 31, 2024 was approximately $6.1 billion compared with backlog of approximately $4.0 billion as of December 31, 2023.
Risk Factors herein. ​ 9 Table of Contents Backlog and Seasonality ​ The Company estimates that its backlog of unfilled firm orders as of December 31, 2025 was approximately $8.9 billion compared with backlog of approximately $6.1 billion as of December 31, 2024.
We believe this structure, with approximately 140 general managers running unique, independent businesses, creates an environment and 10 Table of Contents culture where each of our general managers has a more direct link to the success of their individual businesses and a more personal connection to the employees they oversee and the communities in which they operate. ​ As of December 31, 2024, the Company had approximately 125,000 employees worldwide, of which approximately 12,000 were located in the United States.
We believe this structure, with more than 140 general managers running unique, independent businesses, creates an environment and culture where each of our general managers has a more direct link to the success of their individual businesses and a more personal connection to the employees they oversee and the communities in which they operate. ​ As of December 31, 2025, the Company had approximately 170,000 employees worldwide, of which approximately 15,000 were located in the United States.
We seek to enhance the performance of acquired companies by leveraging Amphenol’s position with customers across our diverse end markets, our leading technologies and our access to low-cost manufacturing around the world. In 2024, the Company invested approximately $2.2 billion to fund two acquisitions, while in 2023, the Company invested approximately $970 million to fund 10 acquisitions.
We seek to enhance the performance of acquired companies by leveraging Amphenol’s position with customers across our diverse end markets, our leading technologies and our access to low-cost manufacturing around the world. In 2025, the Company invested approximately $3.8 billion to fund five acquisitions, while in 2024, the Company invested approximately $2.2 billion to fund two acquisitions.
The Company estimates, based on recent reports of industry analysts, that worldwide sales of interconnect and sensor-related products were approximately $250 billion in 2024. ​ Certain predecessor businesses of the Company were founded in 1932, and the Company was incorporated under the laws of the State of Delaware in 1986.
The Company estimates, based on recent reports of industry analysts, that worldwide sales of interconnect, value-add cable assembly, antenna, cable and sensor-related products were approximately $500 billion in 2025. ​ Certain predecessor businesses of the Company were founded in 1932, and the Company was incorporated under the laws of the State of Delaware in 1986.
The Company’s sales to distributors represented approximately 18% and 17% of the Company’s net sales in 2024 and 2023, respectively.
The Company’s sales to distributors represented approximately 19% and 18% of the Company’s net sales in 2025 and 2024, respectively.
The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Primary competitors include Aptiv, Belden, CommScope, Eaton, Foxconn, Glenair, HARTING, Hirose, HUBER+SUHNER, ICT Luxshare, JAE, Jonhon, JST, Molex, Phoenix Contact, Radiall, Rosenberger, Sensata, TE Connectivity and Yazaki, among others.
The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time. Primary competitors include Aptiv, Belden, Corning, Foxconn Interconnect Technology, Glenair, HUBER+SUHNER, ICT Luxshare, Jonhon, Molex, Rosenberger, Sensata, TE Connectivity and Yazaki, among others.
Sales into the IT datacom market 6 Table of Contents represented approximately 24% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● artificial intelligence (“AI”) ​ ● servers ● cloud computing and data centers ​ ● storage systems ● gaming systems ​ ● transmission ● networking equipment ​ ● web service providers ​ Mobile Devices - Amphenol designs and manufactures an extensive range of interconnect products, antennas and electromechanical components, including hinges, found in a wide array of mobile computing devices.
Sales into the IT datacom market represented approximately 36% of the Company’s net sales in 2025, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● ​ ​AI ​ ● ​ ​servers ● ​ ​cloud computing ​ ● ​ ​storage systems ● ​ ​data centers ​ ● ​ ​transmission ● ​ ​networking equipment ​ ​ ​ Mobile Devices - Amphenol designs and manufactures an extensive range of interconnect products, antennas and electromechanical components, including hinges, found in a wide array of mobile computing devices.
Risk Factors within the risk factors titled “ The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming ,” and “ The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change. ” Information included in our 2023 Sustainability Report and our website is not incorporated by reference in, and does not form part of, this Annual Report.
Risk Factors within the risk factors titled “ The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change ,” and “ The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change and other sustainability matters. ” Information included in our 2024 Sustainability Report and our website is not incorporated by reference in, and does not form part of, this Annual Report. ​ Available Information ​ The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including Amphenol, that file with the SEC.
In addition, the Company generally relies on local management in every region, which we believe creates a high degree of organizational stability and operational agility, as well as a deeper understanding of local markets. We believe our broad and balanced geographic distribution lowers our exposure to particular geographies.
In addition, the Company generally relies on local management in every region, which we believe creates a high degree of organizational stability and operational agility, as well as a deeper understanding of local markets.
In addition, approximately half of our facilities are also certified to environmental or occupational health and safety management systems, including ISO14001 and ISO45001. ​ The Company’s manufacturing facilities are generally vertically integrated operations from the initial design stage through final design and manufacturing. The Company designs, manufactures and assembles its products at facilities in approximately 40 countries around the world.
In addition, approximately half of our facilities are also certified to environmental, energy management or occupational health and safety management systems, including ISO14001, ISO45001 and ISO50001. ​ The Company’s manufacturing facilities are generally vertically integrated operations from the initial design stage through final design and manufacturing.
Our 2023 Sustainability Report was prepared in accordance with the Global Reporting Initiative (“GRI”) Standards 11 Table of Contents framework and topics identified under the Sustainability Accounting Standards Board (“SASB”) standards and outlines board and executive-level oversight of climate-related risks and opportunities identified in the Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations.
Our 2024 Sustainability Report was prepared in accordance with the Global Reporting Initiative (“GRI”) Standards framework and topics identified under the Sustainability Accounting Standards Board (“SASB”) standards and outlines board and executive-level oversight of climate-related risks and opportunities identified in the International Sustainability Standards Board (“ISSB”) and Climate Scenario Analysis recommendations.
Our global coverage positions us near many of our customers’ locations and allows us to assist them in consolidating their supply base and lowering their production and logistics costs.
The Company designs, manufactures and assembles its products at facilities in approximately 40 countries around the world. Our global coverage positions us near many of our customers’ locations and allows us to assist them in consolidating their supply base and lowering their production and logistics costs.
Sales into the mobile devices market represented approximately 9% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● consumer electronics ● production-related products ● mobile and smart phones, including accessories ​ ● wearable and hearable devices ● mobile computing devices, including laptops, tablets and e-readers ​ ​ ​ Mobile Networks - Amphenol is a leading global interconnect solutions provider to the mobile networks market and offers a wide product portfolio, including antennas, cable, connectors and interconnect systems.
Sales into the mobile devices market represented approximately 6% of the Company’s net sales in 2025, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● ​ ​consumer electronics ​ ​ ​ ● ​ ​production-related products ● ​ ​mobile and smart phones, including accessories ​ ● ​ ​wearable and hearable devices ● ​ ​mobile computing devices, including laptops, tablets and e-readers ​ ​ ​ Customers and Geographies ​ The Company manufactures and sells a broad portfolio of products on a global basis to customers in a wide variety of industries.
Sales into the automotive market represented approximately 20% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ​ ● antennas ● lighting ● charging stations ​ ● passenger connectivity ● climate control ​ ● power management ● electric vehicles ​ ● safety and security systems ● engine management and control ​ ● sensing systems ● exhaust monitoring and cleaning ​ ● telematics systems ● hybrid vehicles ​ ● transmission systems ● infotainment and communications ​ ​ ​ Broadband Communications - Amphenol is a world leader in broadband communication products for cable, satellite and telecommunications-based video and data networks, with industry-leading engineering, design and manufacturing expertise.
Sales into the automotive market represented approximately 15% of the Company’s net sales in 2025, with sales into the following primary end applications: ​ ​ ​ ​ ● ​ ​antennas ​ ​ ​ ● ​ ​lighting ● ​ ​charging stations ​ ● ​ ​passenger connectivity ● ​ ​climate control ​ ● ​ ​power management ● ​ ​electric vehicles ​ ● ​ ​safety and security systems ● ​ ​engine management and control ​ ● ​ ​sensing systems ● ​ ​exhaust monitoring and cleaning ​ ● ​ ​telematics systems ● ​ ​hybrid vehicles ​ ● ​ ​transmission systems ● ​ ​infotainment and communications ​ ​ ​ ​ 5 Table of Contents Commercial Aerospace - Amphenol is a leading provider of high-performance interconnect systems and components to the commercial aerospace market.
Sales into the commercial aerospace market represented approximately 6% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ​ ● aircraft and airframe power distribution ● in-flight entertainment ● avionics ​ ● in-flight internet connectivity ● controls and instrumentation ​ ● lighting and control systems ● engines ​ ● wire bundling and cable management ​ ​ ​ ​ ​ ​ ​ ​ Defense - Amphenol is a world leader in the design, manufacture and supply of high-performance interconnect systems for harsh environment aerospace and defense applications.
Sales into the commercial aerospace market represented approximately 5% of the Company’s net sales in 2025, with sales into the following primary end applications: ​ ​ ​ ​ ● ​ ​aircraft and airframe power distribution ​ ​ ​ ● ​ ​in-flight entertainment ● ​ ​avionics ​ ● ​ ​in-flight internet connectivity ● ​ ​controls and instrumentation ​ ● ​ ​lighting and control systems ● ​ ​engines ​ ● ​ ​wire bundling and cable management ​ ​ ​ ​ ​ ​ ​ ​ Communications Networks - Amphenol is a leading global provider to the communications networks market and offers a wide product portfolio to support wireline and wireless service providers.
A key hallmark of our structure is our entrepreneurial culture that creates clear accountability for each of our general managers, who are our key business leaders. Our core management team is comprised of these general managers and their controllers, as well as our group general managers and executive management team.
A key hallmark of our structure is our entrepreneurial culture that creates clear accountability for each of our general managers, who are our key business leaders. ​ The safety and well-being of our employees is critical to the successful operation of our business.
Our acquisitions in 2024 and 2023 have strengthened our customer base and product offerings in many of our end markets and have brought new high-performing management teams into the Company.
Our acquisitions in 2025 and 2024 have strengthened our customer base and product offerings in many of our end markets and have brought new, high-performing management teams into the Company. On January 31, 2025, the Company completed the acquisition of the Outdoor Wireless Networks segment (“OWN”) and Distributed Antenna Systems (“DAS”) business (collectively, “Andrew”) from Vistance Networks, Inc.
Sales into the broadband communications market represented approximately 3% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ● cable, satellite & telecommunications networks ● network switching equipment ● customer premises equipment ​ ● satellite interface devices ● high-speed internet hardware ​ ● set-top boxes ​ 5 Table of Contents Commercial Aerospace - Amphenol is a leading provider of high-performance interconnect systems and components to the commercial aerospace market.
Sales into the communications networks market represented approximately 10% of the Company’s net sales in 2025, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● ​ ​antenna systems ​ ​ ​ ● ​ ​fiber management systems ● ​ ​base stations ​ ​ ​ ● ​ ​mobile switches ● ​ ​cable, satellite & telecommunications networks ​ ● ​ ​network switching equipment ● ​ ​customer premises equipment ​ ● ​ ​satellite interface devices ● ​ ​distributed antenna systems (DAS) ​ ​ ​ ● ​ ​small cells ​ ​ ​ ​ Defense - Amphenol is a world leader in the design, manufacture and supply of high-performance interconnect systems for harsh environment aerospace and defense applications.
The Company’s products are used in current and next generation wireless communications standards, including in 5G networks. In addition, the Company works with service providers around the world to offer an array of antennas and installation-related site solution interconnect products.
The Company’s products include antennas, cables, connectors and interconnect systems that are used in current and next-generation wireline and wireless communications standards, including 5G networks.
Management believes that CIT’s wide range of products are highly complementary to Amphenol’s existing interconnect and sensor solutions. ​ 4 Table of Contents ● Foster collaborative, entrepreneurial management - Amphenol’s management system is designed to provide clear income statement and balance sheet responsibility in a flat organizational structure.
The acquisition of CommScope adds significant fiber optic interconnect capabilities for the IT datacom and communications networks markets as well as a diverse range of industrial interconnect products for the building infrastructure connectivity market. ​ ● Foster collaborative, entrepreneurial management - Amphenol’s management system is designed to provide clear income statement and balance sheet responsibility in a flat organizational structure.
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In particular, the acquisition in May 2024 of Carlisle Interconnect Technologies (“CIT”), a leading global supplier of harsh environment interconnect solutions, primarily to the commercial aerospace, defense and industrial end markets, with a wide range of products, including wire and cable, cable assemblies, contacts, connectors and sensors, represents one of the largest acquisitions in the Company’s history.
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(“Vistance,” formerly known as CommScope Holding Company, Inc.). The acquisition of Andrew provides a wide range of products, technologies and capabilities such as communications networks solutions, with advanced technologies in the area of base station antennas and related interconnect solutions, as well as distributed antenna systems, that are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks.
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The Company offers a wide range of products to service the broadband market, including customer premises and distribution cable, connectors and value-add interconnect products, passive components, active and passive fiber optic interconnect components, interconnect enclosures, as well as interconnect products integrated into headend equipment.
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Additionally, on January 9, 2026, the Company completed the acquisition of Vistance’s Connectivity and Cable Solutions business (which we now refer to collectively as “CommScope”) for an aggregate purchase price of approximately $10.5 billion, which to date is the largest acquisition in the Company’s history.
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Sales into the mobile networks market represented approximately 3% of the Company’s net sales in 2024, with sales into the following primary end applications: ​ ​ ​ ​ ​ ​ ● antenna systems ● mobile switches ● base stations ​ ● radio links ● core network controllers ​ ● small cells ● distributed antenna systems (DAS) ​ ​ ​ Customers and Geographies ​ The Company manufactures and sells a broad portfolio of products on a global basis to customers in a wide variety of industries.
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We believe our broad and balanced geographic distribution lowers our exposure to particular geographies, while allowing us to support our customers when challenges arise in a particular geography.
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This was evident in recent years, as we were generally able to support our customers even if pandemic-related restrictions and other challenges were present in a particular geography.
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Women represented 22% of this core management team at the end of 2024. Of our total employees worldwide, approximately half are women. ​ The safety and well-being of our employees is critical to the successful operation of our business.
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Our 2024 Sustainability Report is expected to be released during the second quarter of 2025. ​ Available Information ​ The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including Amphenol, that file with the SEC.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFederal Reserve or other international central banking systems, foreign currency fluctuations, significant income tax changes and inflationary pressures; ● intergovernmental and other conflicts or actions, including, but not limited to, armed conflict, such as the ongoing military conflicts between Ukraine and Russia, as well as between Israel and its adversaries in the Middle East, trade wars, cyberattacks and acts of terrorism or war; ● employment regulations and local labor conditions, including increases in employment costs, particularly in low-cost regions in which the Company currently operates; ● industrial policies in various countries that favor domestic industries over multinationals or that restrict foreign companies altogether; ● difficulties protecting intellectual property; ● longer payment cycles; ● changes in exchange control regulations, including any government actions that prohibit, limit or increase the cost of paying a dividend or otherwise moving cash between the Company’s subsidiaries located in different countries; ● credit risks and other challenges in collecting accounts receivable; and ● changes in assumptions, such as discount rates, along with lower than expected investment returns and performance related to the Company’s benefit plans. ​ We may be negatively impacted by adverse public health developments, including epidemics and pandemics. ​ Any outbreaks of contagious diseases and other adverse public health developments in countries where we operate could have a material and adverse effect on our business, operations, financial condition, liquidity and results of operations.
Biggest changeFederal Reserve or other international central banking systems, foreign currency fluctuations and significant income tax changes; ● intergovernmental and other conflicts or actions, including, but not limited to, armed conflict, such as the ongoing military conflicts between Ukraine and Russia, trade wars, cyberattacks and acts of terrorism or war; ● employment regulations and local labor conditions, including increases in employment costs, particularly in low-cost regions in which the Company currently operates; ● industrial policies in various countries that favor domestic industries over multinationals or that restrict foreign companies altogether; ● difficulties protecting intellectual property; ● longer payment cycles; 13 Table of Contents ● changes in exchange control regulations or tax policy, including any government actions that prohibit, limit or increase the cost of paying a dividend or otherwise moving cash between the Company’s subsidiaries located in different countries; ● credit risks and other challenges in collecting accounts receivable; and ● changes in assumptions, such as discount rates, along with lower than expected investment returns and performance related to the Company’s benefit plans. ​ The Company and certain of its suppliers and customers have experienced, and may in the future experience, difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components may increase. ​ The Company purchases a wide variety of raw materials for the manufacture of its products, including (i) precious metals such as gold, silver and palladium, (ii) aluminum, steel, copper, titanium and metal alloy products, (iii) copper wire and optical fiber and (iv) plastic materials.
Commerce Department’s Bureau of Industry Security (“BIS”) released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers.
Commerce Department’s Bureau of Industry and Security (“BIS”) released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers.
In addition, the rise of AI and machine learning has led to more sophisticated and deceptive attacks. Cybercriminals are increasingly using AI-generated deepfake videos, audio and text to deceive individuals and organizations. These attacks can be used for impersonation in social engineering and fraud. Attackers can manipulate systems in new ways and more easily perform functions at scale.
In addition, the rise of AI and machine learning has led to more sophisticated and deceptive attacks. Cybercriminals are increasingly using AI-generated videos, audio and text to deceive individuals and organizations. These attacks can be used for impersonation in social engineering and fraud. Attackers can manipulate systems in new ways and more easily perform functions at scale.
In addition to the risks discussed under the risk factor titled “ The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming, ” the Company may also be subject to larger, global climate change initiatives, laws, regulations or orders which seek to reduce greenhouse gas (“GHG”) emissions.
In addition to the risks discussed under the risk factor titled “ The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change, ” the Company may also be subject to larger, global climate change initiatives, laws, regulations or orders which seek to reduce greenhouse gas (“GHG”) emissions.
Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions and investments made by the Company fail to achieve expected returns. ​ RISKS RELATED TO OUR LIQUIDITY AND CAPITAL RESOURCES ​ The Company’s credit agreement and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company. ​ The third amended and restated credit agreement governs our $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S.
Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions made by the Company fail to achieve expected returns. ​ RISKS RELATED TO OUR LIQUIDITY AND CAPITAL RESOURCES ​ The Company’s credit agreements and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company. ​ The third amended and restated credit agreement governs our $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S.
The imposition of additional tariffs or other trade barriers could increase our costs in certain markets and may cause our customers to find alternative sourcing or could make it more difficult for us to sell our products in some markets or to some customers, which may result in declines in our sales and operating income.
The imposition of additional tariffs or other trade barriers could increase our costs in certain markets and may cause our customers to find alternative sourcing or could make it more difficult for us to sell our products in some markets or to some customers, which may result in declines in our net sales and operating income.
Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation, business, operations, financial condition, liquidity, and results of operations. ​ The Company must comply with complex export and import controls as well as economic sanctions and trade embargoes imposed by the United States government and other countries. ​ Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception.
Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation, business, operations, financial condition, liquidity, and results of operations. ​ The Company must comply with complex export and import controls as well as economic sanctions and trade embargoes imposed by the U.S. government and other countries. ​ Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception.
Such laws are not uniform and may be inconsistently applied, which can increase the complexity and cost of compliance as well as any associated litigation or enforcement risks. ​ In addition to the requirement to comply with these enacted laws and regulations and other potential mandatory ESG requirements, any future regulatory changes in any of the jurisdictions in which we operate, in addition to those already enacted, could result in transition risks to the Company, including, but not limited to: (i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in the market, and/or (vi) reputational risks associated with our customers’ 21 Table of Contents and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace. ​ Item 1B.
Such laws are not uniform and may be inconsistently applied, which can increase the complexity and cost of compliance as well as any associated litigation or enforcement risks. ​ In addition to the requirement to comply with these enacted laws and regulations and other potential mandatory requirements, any future regulatory changes in any of the jurisdictions in which we operate, in addition to those already enacted, could result in transition risks to the Company, including, but not limited to: (i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in the market, and/or (vi) reputational risks associated with our customers’ and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace. ​ Item 1B.
As a result of the need to comply with these laws and regulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions.
As a result of the need to comply with these numerous laws and regulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions.
Th e IRA provisions, which became effective for Amphenol beginning on January 1, 2023 , did not have a material impact on the Company during the years ended December 31, 2024 and 2023.
Th e IRA provisions, which became effective for Amphenol beginning on January 1, 2023 , did not have a material impact on the Company during the years ended December 31, 2025 and 2024.
Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. ​ Changes in fiscal and tax policies, audits and examinations by taxing authorities could impact the Company’s results. ​ The Company is subject to tax in all jurisdictions in which it operates, including the Company’s two largest markets, the U.S. and China.
Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. ​ Changes in fiscal and tax policies as well as audits and examinations by taxing authorities could impact the Company’s results. ​ The Company is subject to tax in all jurisdictions in which it operates, including the Company’s two largest markets, the U.S. and China.
Cybersecurity events could also result in 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.
Cybersecurity events could result in 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.
There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations. ​ 16 Table of Contents The Company is dependent on end market dynamics to sell its products, and some of the Company’s end markets are subject to cyclical and at times rapid periods of reduced demand. ​ The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely affected by cyclical and at times rapid periods of reduced demand in any of its end markets.
There can be no assurance that the Company will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’s business, financial condition and results of operations. ​ The Company is dependent on end market dynamics to sell its products, and some of the Company’s end markets are subject to cyclical and at times rapid periods of reduced demand. ​ The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely affected by cyclical and at times rapid periods of reduced demand in any of its end markets.
While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, it has, from time to time, experienced certain difficulties, and inflationary pressures and increased commodity prices may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components.
While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, it has, from time to time, experienced certain difficulties, and inflationary pressures, increased commodity prices and regulatory restrictions may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components.
In addition, our business could also be adversely impacted by any ongoing increases in labor costs, including wages and benefits. ​ RISKS RELATED TO OUR END MARKETS ​ The Company encounters competition in all areas of our business. ​ The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time.
In addition, our business could also be adversely impacted by any significant increases in labor costs, including wages and benefits. ​ RISKS RELATED TO OUR END MARKETS ​ The Company encounters competition in all areas of our business. ​ The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time.
In such case, the trading price of the Company’s Common Stock and debt securities could decline and investors may lose all or part of their investment. ​ RISKS RELATED TO OUR GLOBAL OPERATIONS ​ The Company is exposed to political, economic, military and other risks related to operating in countries outside the United States, and changes in general economic conditions, geopolitical conditions, U.S. and other countries’ trade policies and other factors beyond the Company’s control may adversely impact its business and operating results. ​ The Company’s operations and performance depend significantly on global, regional and U.S. economic and geopolitical conditions.
In such case, the trading price of the Company’s Common Stock and debt securities could decline and investors may lose all or part of their investment. ​ 12 Table of Contents RISKS RELATED TO OUR GLOBAL OPERATIONS ​ The Company is exposed to political, economic, military and other risks related to operating in countries outside the United States, and changes in general economic conditions, geopolitical conditions, U.S. and other countries’ trade policies and other factors beyond the Company’s control may adversely impact its business and operating results. ​ The Company’s operations and performance depend significantly on global, regional and U.S. economic and geopolitical conditions.
Such matters expose the Company to risks that could be material, including, but not limited to, risks related to employment disputes, tax controversies, government investigations, intellectual property infringement, compliance with environmental laws, unfair sales practices, product safety and liability, and product warranty, indemnity and other contract-related claims.
Such matters expose the Company to risks that could be material, including, but not limited to, risks related to employment disputes, tax controversies, government investigations, intellectual property infringement, compliance with environmental laws, securities laws violations, unfair sales practices, product safety and liability, and product warranty, indemnity and other contract-related claims.
These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased costs, energy and water scarcity, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations. ​ 15 Table of Contents Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners. ​ Doing business on a worldwide basis requires us and our subsidiaries to comply with the anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities.
These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased costs and compliance burdens, energy and water scarcity, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations. ​ Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners. ​ Doing business on a worldwide basis requires us and our subsidiaries to comply with the anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities.
A significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows. ​ The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams. ​ Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our various management teams.
A significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows. ​ 16 Table of Contents The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various management teams. ​ Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our various management teams.
Our failure to comply with these local environmental laws and regulations could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows . ​ The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change. ​ There is increased public awareness regarding climate change.
Our failure to comply with these local environmental laws and regulations could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows . ​ The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change and other sustainability matters. ​ There is increased public awareness regarding climate change, human capital and other sustainability matters.
Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business. ​ Given our global manufacturing presence, any future regulations relating to GHG emissions and/or other climate change-related laws and regulations, beyond initiatives already in process at the Company, could subject us to additional and/or unforeseen compliance costs and limitations, increased energy and raw material costs and incremental capital expenditure requirements.
Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business. 22 Table of Contents ​ Given our global manufacturing presence, any future regulations relating to GHG emissions and/or other climate change-related laws and regulations, beyond initiatives already in process at the Company, could subject us to additional and/or unforeseen compliance costs and limitations, increased energy and raw material costs and incremental capital expenditure requirements.
Any current or future substantial liabilities or regulatory actions could have a material adverse effect on our business, financial condition, cash flows and reputation. ​ The Company is subject to environmental laws and regulations that could adversely affect our business. ​ The Company operates in both the United States and various foreign jurisdictions, and we must comply with locally enacted laws and regulations addressing health, safety and environmental matters in such jurisdictions in which we 20 Table of Contents manufacture and/or sell our products.
Any current or future substantial liabilities or regulatory actions could have a material adverse effect on our business, financial condition, cash flows and reputation. ​ The Company is subject to environmental laws and regulations that could adversely affect our business. ​ The Company operates in both the United States and various foreign jurisdictions, and we must comply with locally enacted laws and regulations addressing health, safety and environmental matters in such jurisdictions in which we manufacture and/or sell our products.
Cybersecurity incidents could also result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers.
Further, cybersecurity incidents could result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers.
Demand for products can be subject to rapid changes arising from a wide variety of factors, including new technology developments, changes in general economic conditions, consolidation within an industry, changes in access to financing, competition, new legislation and regulation, prolonged work stoppages or other disputes with labor unions and governmental budgetary constraints, among many other factors.
Demand for products can be subject to rapid changes arising from a wide variety of factors, including new technology developments, changes in general economic conditions, consolidation within an industry, changes in access to financing, competition, new legislation and regulation, an evolving global trade environment, prolonged work stoppages or other disputes with labor unions and governmental budgetary constraints, among many other factors.
These matters may subject the Company to lawsuits, voluntary or forced product recalls, government investigations and criminal liability, including claims for compensatory, punitive or consequential damages, and could result in disruptions to our business and significant legal expense s.
These matters may subject the Company to lawsuits, voluntary or forced product recalls, government investigations and criminal liability, including claims for compensatory, punitive or consequential damages, and could result in diverting our management’s attention, disruptions to our business and significant legal expense s.
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 EU member states have agreed to adopt these rules in two stages.
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.
We may be unilaterally suspended or barred from conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly) or become subject to fines or other sanctions if we are found to have violated such laws or regulations.
We may be unilaterally suspended or barred from conducting business with the U.S. and other foreign governments or their suppliers (both directly and indirectly), become subject to fines or other sanctions or prohibited from taking certain actions if we are found to have violated such laws or regulations.
In addition, certain governmental bodies have adopted, and are considering adopting additional, mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses. ​ In recent years, both U.S. and foreign regulations have evolved, and there have been various new laws around the world that have been passed and will require additional ESG-related disclosure.
In addition, certain governmental bodies have adopted, and are considering adopting additional, mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, and these regulatory developments, to the extent we are subject to them, will likely result in increased corporate and operational general and administrative efforts and associated costs and expenses. ​ In recent years, both U.S. and foreign regulations have evolved, and there have been various new laws around the world that have been passed and will require additional related disclosure or substantive action on sustainability matters.
Any of these outcomes could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations. ​ 18 Table of Contents In addition, U.S. government contracts are subject to modification, curtailment or termination by the U.S. government without prior written notice, either for convenience or for default as a result of our failure to perform under the applicable contract.
Any of these outcomes could result in fines or sanctions and may have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations. ​ In addition, U.S. government contracts are subject to modification, curtailment or termination by the U.S. government without prior written notice, either for convenience or for default as a result of our failure to perform under the applicable contract.
We have manufacturing facilities in certain jurisdictions that are authorized to operate under preferential duty and/or tariff programs that provide for reduced tariffs and/or eased import and export regulations and are subject to compliance with the terms of such programs, which have become stricter.
We have manufacturing facilities in certain jurisdictions that are authorized to operate under preferential duty and/or tariff programs that provide for reduced tariffs and/or eased import and export regulations and are subject to compliance with the terms of such programs, which are subject to increased regulatory scrutiny and oversight.
Upon the occurrence of an event of default under the Revolving Credit Facility, the lenders could terminate all commitments to extend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable, which could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay indebtedness under the Revolving Credit Facility and such other debt instruments.
Upon the occurrence of an event of default under the Revolving Credit Facility or the Delayed Draw Term Loans, the applicable lenders could terminate all applicable commitments to extend further credit thereunder (if any) and elect to declare amounts outstanding thereunder to be immediately due and payable, which could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay indebtedness under the Revolving Credit Facility, the Delayed Draw Term Loans and such other debt instruments.
We cannot predict or guarantee whether and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions. ​ The Company may in the future incur goodwill and other intangible asset impairment charges. ​ On December 31, 2024, the total assets of the Company were $21.4 billion, which included $8.2 billion of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and $1.2 billion of other intangible assets, net.
We cannot predict or guarantee whether, when and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions. ​ The Company may in the future incur goodwill and other intangible asset impairment charges. ​ On December 31, 2025, the total assets of the Company were $36.2 billion, which included $10.6 billion of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and $2.2 billion of other intangible assets, net.
In addition, in certain cases, we outsource to third-party business partners. Those partners may also be subject to data intrusion or a cyberattack.
In addition, in certain cases, we outsource the storage of this data to third-party business partners. Those partners may also be subject to data intrusion or a cyberattack.
The cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as trade tariffs and import restrictions, as well as pandemics and epidemics, which may, in turn, negatively impact our results of operations and financial condition. ​ Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties. ​ We rely on information technology systems provided by third-party providers and our own information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems.
Moreover, the cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as tariffs and import restrictions, as well as pandemics and epidemics, which may, in turn, negatively impact our results of operations and financial condition. ​ Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations, fines and other penalties. ​ We rely on both our own information technology systems and those provided by third-party vendors to support critical business operations.
The Company monitors its mix of fixed-rate and variable-rate debt, as well as its mix of short-term and long-term debt. As of December 31, 2024, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates.
The Company monitors its mix of fixed-rate and variable-rate debt, as well as its mix of short-term and long-term debt. As of December 31, 2025, 3% of the Company’s outstanding borrowings were subject to floating interest rates.
It is possible that scarce labor market conditions, which the Company has experienced from time to time, could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations.
It is possible that scarce labor market conditions, which the Company has experienced from time to time, and changes in immigration policies in the U.S. and other countries in which we operate could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees globally, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations.
The ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those 17 Table of Contents tests. A breach of any of these covenants could result in a default under the Revolving Credit Facility.
The ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those tests. A breach of any of these covenants could result in a default under the Revolving Credit Facility or the Delayed Draw Term Loans, as applicable.
In certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under third party insurance policies for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement or insurance policy.
These transactions may also lead to litigation, and in certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under 17 Table of Contents third - party insurance policies for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement or insurance policy.
We cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations, what products may be subject to such actions (including subject to U.S. export control restrictions), or what actions may be taken by the other countries in retaliation.
We cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations, what products may be subject to such actions (including subject to U.S. export control restrictions), what actions may be taken by the other countries in retaliation or whether we would be able to fully mitigate the impact of any such actions by pricing or other measures.
Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products, which could have a material adverse effect on the Company’s business, financial condition and results of operations. ​ RISKS RELATED TO ACQUISITIONS ​ The Company has at times experienced difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses. ​ The Company has completed numerous acquisitions in recent years, including two in 2024 and 10 in 2023.
Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products and result in customers canceling, delaying, reducing or otherwise modifying their purchase commitments, which could have a material adverse effect on the Company’s business, financial condition and results of operations. ​ RISKS RELATED TO ACQUISITIONS ​ The Company has at times experienced difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses. ​ The Company has completed numerous acquisitions in recent years, including five in 2025 and two in 2024, some of which are large and complex.
Commercial Paper Program throughout much of 2024, and the Company may make additional borrowings under any of its debt instruments from time to time. ​ In addition to the Revolving Credit Facility, the Company’s various senior notes, some of which were issued during 2024, also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.
Commercial Paper Program throughout 2025, and the Company may make borrowings under the Revolving Credit Facility and the Commercial Paper Programs from time to time in 2026 and beyond. ​ In addition to the Revolving Credit Facility and the Delayed Draw Term Loans, the Company’s various senior notes, some of which were issued during 2025, also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.
Any compromise of the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions. ​ The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements.
Any compromise of the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions.
Competitors include large, diversified companies, some of which have greater assets and financial resources than the Company, as well as medium- to small-sized companies. Rapid technological changes could also lead to the entry of new competitors of various sizes against whom we may not be able to successfully compete.
Competitors include large, diversified companies, some of which have comparable assets and financial resources, as well as medium- to small-sized companies that have smaller portfolios or specialize in one or more of our product lines. Rapid technological changes could also lead to the entry of new competitors of various sizes, against whom we may not be able to successfully compete.
However, the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released. ​ 19 Table of Contents The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as Pillar Two, provides guidance for a global minimum tax.
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. ​ The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as Pillar Two, provides guidance for a global minimum tax.
These changes have, in certain cases, increased our costs of doing business. There is significant uncertainty about the future of trade relationships around the world, including potential changes to trade laws and regulations, trade policies, and tariffs.
There is significant uncertainty about the future of trade relationships around the world, including potential changes to trade laws and regulations, trade policies, and tariffs.
We periodically receive notices from, or have lawsuits filed against us by, third parties claiming infringement, misappropriation or other misuse of their intellectual property rights and/or breach of our agreements with them.
Other companies hold patents on technologies used in our industries and are aggressively seeking to expand, enforce and license their patent portfolios. We periodically receive notices from, or have lawsuits filed against us by, third parties claiming infringement, misappropriation or other misuse of their intellectual property rights and/or breach of our agreements with them.
Cybersecurity herein. ​ The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming. ​ From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors.
If any of these events were to occur, our reputation may be damaged, and our business, results of operations, and financial condition could be materially adversely affected. ​ 15 Table of Contents The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change. ​ From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue to negatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers and distributors.
While the Company is compliant with all such requirements as of December 31, 2024, there can be no assurance that the Company will remain in compliance with such requirements. ​ The Company relies on the global capital markets, and an inability to access those markets on favorable terms could adversely affect the Company’s results. ​ The Company has used the global capital markets to raise capital to invest in its business and make strategic acquisitions.
There can be no assurance that interest rates will not change significantly from current levels. ​ The Company relies on the global capital markets, and an inability to access those markets on favorable terms could adversely affect the Company’s results. ​ The Company has used the global capital markets to raise capital to invest in its business and make strategic acquisitions.
Climate change may exacerbate certain such events and may also contribute to other changes that could also adversely impact our operations.
There are climate-related risks in all of the countries in which we operate, and climate change may exacerbate certain such events and may also contribute to other changes that could also adversely impact our operations.
Moreover, we are subject to a wide range of similar laws and regulations in other countries throughout the world. Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation and our ability to compete for future government contracts or sell commercial equivalent products.
Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation and our ability to compete for future government contracts or sell commercial equivalent products.
In limited instances, we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers. Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our ability to deliver products to our customers.
Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our ability to deliver products to our customers.
If we cannot protect our intellectual property rights against unauthorized copying or use, or other misappropriation, we may not remain competitive. ​ The intellectual property rights of others could inhibit our ability to introduce new products. Other companies hold patents on technologies used in our industries and are aggressively seeking to expand, enforce and license their patent portfolios.
If we cannot protect our intellectual property rights against unauthorized copying or use, or other misappropriation, we may not remain competitive. ​ 21 Table of Contents The intellectual property rights of others could inhibit our ability to introduce new products.
During 2024, non-U.S. markets constituted approximately 65% of the Company’s net sales, with China constituting approximately 22% of the Company’s net sales. The Company employs nearly 90% of its 12 Table of Contents workforce outside the United States.
During 2025, non-U.S. markets constituted approximately 65% of the Company’s net sales, with China constituting approximately 16% of the Company’s net sales. The Company employs approximately 90% of its workforce outside the United States. The Company’s customers are located throughout the world, and the Company has many manufacturing, administrative and sales facilities outside the United States.
As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business. ​ In addition, global remote working dynamics continue to present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks.
In addition, global remote working dynamics continue to present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks.
In addition, the Company may not be able to close acquisitions as anticipated, or at all. The Company has also experienced challenges at times following the acquisition of a new company or business, including, but not limited to, managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; or retaining key employees, suppliers and distributors.
The Company has also experienced challenges at times following the acquisition of a new company or business, including, but not limited to, managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; retaining the management team; managing the response of business partners and competitors; exposure to new regions and countries, including managing the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries; or retaining key employees, suppliers and distributors.
The Company’s customers are located throughout the world, and the Company has many manufacturing, administrative and sales facilities outside the United States. ​ During the last few years, there have also been significant changes to U.S. and other countries’ trade policies, export control laws, sanctions, legislation, treaties and tariffs, including, but not limited to, U.S. trade policies and tariffs affecting China and certain of the other countries in which we operate.
These increases relate primarily to the significant investments the Company has made to support sales of its AI-related products. ​ During the last few years, there have been significant changes to U.S. and other countries’ trade policies, export control laws, sanctions, legislation, treaties and tariffs, including U.S. trade policies and tariffs affecting several of the countries in which we operate.
Despite our efforts, these protections may be limited and, from time to time, we encounter difficulties in protecting our intellectual property rights, particularly in certain countries outside the U.S. We cannot provide assurance that the patents that we hold or may obtain will provide meaningful protection against our competitors.
Despite our efforts, these protections may be limited and, from time to time, we encounter difficulties in protecting our intellectual property rights, particularly in certain countries outside the U.S., which could result in costly product redesign efforts, discontinuance of certain product offerings or other harm to our competitive position.
In addition, if the credit rating agencies that rate the Company’s debt were to downgrade the Company’s credit rating, it would likely increase the Company’s cost of capital and make it more difficult for the Company to obtain new financing and access capital markets, which could also have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. ​ The Company’s results may be negatively affected by changing interest rates . ​ The Company is subject to interest rate volatility with regard to existing and future issuances of debt.
If the credit rating agencies that rate the Company’s debt were to downgrade the Company’s credit rating, including any announcement that the Company’s credit rating is under further review for a downgrade, it would likely increase the Company’s cost of capital and make it more difficult for the Company to obtain new financing and access capital markets, which could also have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. ​ RISKS RELATED TO LEGAL AND REGULATORY MATTERS ​ Our business and financial results may be adversely affected by government contracting risks. ​ We, as well as some of our customers, are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting, cybersecurity and procurement obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products, many of which are complex, frequently changing, and subject to varying interpretations.
The Company anticipates that it will continue to pursue acquisition opportunities as part of its growth strategy. From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, and acquisitions do not always perform and deliver the financial benefits expected.
From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and assimilating acquisitions into the Company, and acquisitions do not always perform and deliver the financial benefits expected. In addition, the Company may not be able to close acquisitions as anticipated, or at all.
Any future examinations, changes in tax laws, regulations, accounting standards for income taxes and/or other tax guidance could materially impact the Company’s current and non-current tax liabilities, along with deferred tax assets and liabilities, and consequently, our financial condition, results of operations or cash flows. ​ The Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law in 2022.
The Company is unable to estimate the timing for resolution of this matter. ​ On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law.
Privacy laws and regulations around the world including, for example, in the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states, impose significant obligations for companies on how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance.
Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security in the U.S. and elsewhere, including in relation to cybersecurity incidents. These laws and regulations impose significant obligations on companies regarding how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance.
As of 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.
As of December 31, 2025, the Company had no borrowings outstanding under the Revolving Credit Facility, the Delayed Draw Term Loans, or the Commercial Paper Programs. However, the Company borrowed $1,534.1 million under each of the Delayed Draw Term Loans in January 2026 to fund a portion of the consideration for the CommScope acquisition.
To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly.
However, outstanding debt subject to floating interest rates will be higher going forward as a result of the borrowings under the Delayed Draw Term Loans that occurred subsequent to December 31, 2025, as discussed above. To the extent that interest rates change, our interest expense and interest payments on floating rate debt will be impacted accordingly.
Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee. ​ 14 Table of Contents There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully complied with or effective in protecting our information technology systems.
As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business. ​ 14 Table of Contents While we maintain a cybersecurity risk management program, there can be no assurance that it will eliminate all risk in protecting our information technology systems and confidential information.
For example, on October 7, 2023, the governor of California signed and enacted into law two climate-related disclosure bills ( Senate Bill-253, Climate Corporate Data Accountability Act and Senate Bill-261, Greenhouse Gases: Climate-Related Financial Risk ), which will require compliance as early as 2026.
We continue to monitor and review developing sustainability frameworks, standards, rules and regulations, including those passed by U.S. states, such as the two climate-related disclosure bills ( Senate Bill-253, Climate Corporate Data Accountability Act and Senate Bill-261, Greenhouse Gases: Climate-Related Financial Risk ) that will require initial disclosures in 2026.
Removed
For example, effective February 4, 2025, the U.S. government implemented an additional 10% tariff on goods being imported from China and, in response, the Chinese government implemented a 15% tariff on certain goods being imported into China from the U.S.
Added
As of December 31, 2025, approximately 79% of the Company’s long-lived assets were located outside of the United States, with approximately 37% located in China. This compares to approximately 73% and 29%, respectively, in 2024.
Removed
The U.S. has also announced additional 25% tariffs for goods imported into the U.S. from Mexico and Canada beginning in March 2025.
Added
The U.S. continued to impose new tariffs on imports to the U.S. throughout 2025, and in response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. These changes have, in certain cases, increased our costs of doing business.
Removed
This was particularly evident during the COVID-19 pandemic, which resulted in disruptions to our offices 13 Table of Contents and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.
Added
In limited instances, we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers, and for some components, alternative sources may not exist or may be unable to produce the quantities of those components necessary to satisfy our production requirements.
Removed
These disruptions included government regulations that inhibited our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, supply chain interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers.
Added
These systems are subject to numerous and evolving cybersecurity threats that are designed to disrupt operations or gain unauthorized access and threaten the confidentiality, integrity and availability of our information technology systems and confidential information.
Removed
Future disruptions from similar harmful public health developments could have a material adverse impact on our business, operations, financial condition, liquidity and results of operations. ​ The Company and certain of its suppliers and customers have experienced, and may in the future experience, difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components may increase. ​ The Company uses basic materials like aluminum, steel, copper, titanium, metal alloys, gold, silver, palladium and plastic resins in its manufacturing processes as well as a variety of components and relies on third-party suppliers to secure these materials and components.
Added
We rely on third-party providers, including cloud hosting and managed security service providers, for critical aspects of our information technology and cybersecurity infrastructure. A cybersecurity incident affecting any such provider, including incidents involving our cloud hosting environments, could materially disrupt our operations, even if our internal systems are not directly compromised.
Removed
The Company and third-party providers upon whom we may rely for certain information technology services have been, and expect to continue to be, a target of various cybersecurity attacks, including, but not limited to, ransomware attacks, phishing and other sophisticated threats.
Added
For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein. ​ In the course of operating our business, we and certain of our third-party providers collect, maintain and process data about customers, employees, suppliers and others, including personally identifiable information.
Removed
The potential for fines, penalties and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results. For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C.
Added
We are therefore subject to a variety of laws, regulations and other requirements relating to information security and privacy, including those related to handling of personally identifiable information. The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements.
Removed
There can be no assurance that interest rates will not change significantly from current levels. ​ RISKS RELATED TO LEGAL AND REGULATORY MATTERS ​ Our business and financial results may be adversely affected by government contracting risks. ​ We are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems. ​ Our Program includes: ​ ● periodic risk assessments and penetration tests, which are integrated within our enterprise risk management framework processes, designed to identify cybersecurity and technology risks, as well as to formulate management actions to respond to, mitigate and remediate material issues (if any); ​ ● annual management reporting to the Board; ​ ● reporting of the scope, objectives and results of internal audits on the procedures performed to validate the effectiveness of our control environment related to our information security systems and security controls to the Audit Committee at least two times a year; ​ ● annual cybersecurity awareness training, including phishing simulation campaigns, to educate employees on recognizing cybersecurity threats and preventing actions that could unintentionally grant unauthorized access to our systems; ​ ● deployment of endpoint protection software, supported by external managed services, to attempt to proactively detect and block malicious code from affecting our systems; ​ ● a cross-functional team principally responsible for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents; ​ ● the use of external service providers, where appropriate, to assess risk, monitor alerts, perform penetration testing or otherwise assist with aspects of our security controls and response to cybersecurity incidents; and ​ ● a documented framework and supporting processes for handling security incidents that facilitates coordination across multiple parts of the Company. ​ We have not identified risks from known cybersecurity threats, including as a result of any prior security breach, that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition and results of operations.
Biggest changeThis decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems. ​ 23 Table of Contents Our Program includes: ​ ● periodic risk assessments and penetration tests, which are integrated within our enterprise risk management framework processes, designed to identify material cybersecurity and technology threats to our critical systems and information, as well as to formulate management actions to respond to, mitigate and remediate material issues (if any); ​ ● annual management reporting to the Board; ​ ● reporting of the scope, objectives and results of internal audits on the procedures performed to validate the effectiveness of our control environment related to our information security systems and security controls to the Audit Committee at least two times a year; ​ ● annual cybersecurity awareness training of our employees, including incident response personnel and senior management, such as phishing simulation campaigns, to educate employees on recognizing cybersecurity threats and preventing actions that could unintentionally grant unauthorized access to our systems; ​ ● deployment of endpoint protection software, supported by external managed services, to attempt to proactively detect and block malicious code from affecting our systems; ​ ● a cross-functional team principally responsible for managing our cybersecurity risk assessment processes, our security controls and our response to cybersecurity incidents; ​ ● the use of external service providers with subject matter expertise, where appropriate, to assess risk, monitor alerts, perform penetration testing or otherwise assist with aspects of our security controls and response to cybersecurity incidents; ​ ● a documented framework and supporting processes for handling security incidents that facilitates coordination across multiple parts of the Company; ​ ● a cybersecurity incident response process that includes defined escalation criteria that governs when cybersecurity events must be communicated to senior management and, when appropriate, to the Board within established timeframes; and ​ ● evaluations and updates of our cybersecurity controls, investment in security monitoring tools, and enhancements of detection and response capabilities based on emerging threats and periodic assessments. ​ We have not identified risks from known cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us to date or are reasonably likely to materially affect us.
Risk Factors herein. ​ 22 Table of Contents Cybersecurity Governance ​ Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee . At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams) provides an update regarding our Program to the Board.
Risk Factors herein. ​ Cybersecurity Governance ​ Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee . At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams) provides an update regarding our Program to the Board.
The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems and security controls, and our management team updates the Board, as necessary, regarding any significant cybersecurity incidents. ​ Our management team, including our Senior Vice President and Chief Financial Officer, Senior Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats.
The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems and security controls, and our management team updates the Board, where it deems appropriate, regarding any significant cybersecurity incidents. ​ 24 Table of Contents Our management team, including our Executive Vice President and Chief Financial Officer, Executive Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats.
We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensure that our Program is maintained in line with industry best practices.
We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to align our Program with industry best practices.
We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition.
However, cybersecurity risks could materially affect us in the future, including having a material impact on our business strategy, financial condition and results of operations. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe square footage by segment related to our manufacturing facilities was approximately 10 million square feet, 12 million square feet and 9 million square feet for the Harsh Environment Solutions segment, Communications Solutions segment and Interconnect and Sensor Systems segment, respectively. ​ The Company believes that its facilities are suitable and adequate for its business and are being appropriately utilized for their intended purposes.
Biggest changeThe square footage by segment related to our manufacturing facilities was approximately 15 million square feet, 10 million square feet and 10 million square feet for the Communications Solutions segment, Harsh Environment Solutions segment and Interconnect and Sensor Systems segment, respectively. ​ The Company believes that its facilities are suitable and adequate for its business and are being appropriately utilized for their intended purposes.
The Company considers the present level of fixed assets along with planned capital expenditures as suitable and adequate for operations in the current business environment. At December 31, 2024, the Company operated approximately 300 manufacturing facilities with approximately 31 million square feet, of which approximately 23 million square feet were leased.
The Company considers the present level of fixed assets along with planned capital expenditures as suitable and adequate for operations in the current business environment. At December 31, 2025, the Company operated approximately 350 manufacturing facilities with approximately 35 million square feet, of which approximately 26 million square feet were leased.
Manufacturing facilities located in the U.S. had approximately 6 million square feet, of which approximately 3 million square feet were leased. Manufacturing facilities located outside the U.S. had approximately 25 million square feet, of which approximately 20 million square feet were leased.
Manufacturing facilities located in the U.S. had approximately 6 million square feet, of which approximately 3 million square feet were leased. Manufacturing facilities located outside the U.S. had approximately 29 million square feet, of which approximately 23 million square feet were leased.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMine Safety Disclosures ​ Not applicable. ​ ​ 23 Table of Contents PART II ​
Biggest changeMine Safety Disclosures ​ Not applicable. ​ ​ 25 Table of Contents PART II ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs a result of these repurchases, the Company completed all repurchases authorized under the 2021 Stock Repurchase Program, and, therefore, the 2021 Stock Repurchase Program has terminated. ​ 25 Table of Contents The Company’s stock repurchases during the three months and year ended December 31, 2024 were as follows, adjusted to give effect to the two-for-one stock split discussed above and in Note 1 of the Notes to Consolidated Financial Statements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (dollars in millions, except price per share) ​ ​ ​ ​ ​ ​ Total Number of Shares ​ Maximum Dollar Value ​ ​ ​ Total Number ​ Average ​ Purchased as Part of ​ of Shares that May Yet be ​ ​ ​ of Shares ​ Price Paid ​ Publicly Announced ​ Purchased Under the ​ Period ​ Purchased per Share Plans or Programs Plans or Programs ​ First Quarter – 2024 ​ 2,858,200 ​ $ 53.80 ​ 2,858,200 ​ $ 72.7 ​ Second Quarter – 2024 ​ 3,068,840 ​ ​ 62.05 ​ 3,068,840 ​ ​ 1,881.4 ​ Third Quarter – 2024 ​ 2,730,300 ​ ​ 64.55 ​ 2,730,300 ​ ​ 1,705.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fourth Quarter – 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 1 to October 31, 2024 821,200 ​ 66.20 821,200 ​ 1,650.8 ​ November 1 to November 30, 2024 833,700 ​ 71.53 833,700 ​ 1,591.2 ​ December 1 to December 31, 2024 753,800 ​ 72.79 753,800 $ 1,536.3 ​ ​ ​ 2,408,700 ​ ​ 70.11 ​ 2,408,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total – 2024 11,066,040 ​ $ 62.29 11,066,040 ​ ​ ​ ​ ​ Item 6. [Reserved] ​ ​ 26 Table of Contents
Biggest changeThe 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. ​ The Company’s stock repurchases during the three months and year ended December 31, 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (dollars in millions, except price per share) ​ ​ ​ ​ ​ ​ Total Number of Shares ​ Maximum Dollar Value ​ ​ ​ Total Number ​ Average ​ Purchased as Part of ​ of Shares that May Yet be ​ ​ ​ of Shares ​ Price Paid ​ Publicly Announced ​ Purchased Under the ​ Period ​ Purchased ​ per Share ​ Plans or Programs ​ Plans or Programs ​ First Quarter – 2025 ​ 2,675,000 ​ $ 67.61 ​ 2,675,000 ​ $ 1,355.4 ​ Second Quarter – 2025 ​ 2,045,700 ​ ​ 78.26 ​ 2,045,700 ​ ​ 1,195.4 ​ Third Quarter – 2025 ​ 1,401,700 ​ ​ 109.09 ​ 1,401,700 ​ ​ 1,042.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fourth Quarter – 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 1 to October 31, 2025 462,900 ​ 128.22 462,900 ​ 983.1 ​ November 1 to November 30, 2025 410,200 ​ 137.23 410,200 ​ 926.8 ​ December 1 to December 31, 2025 408,400 ​ 136.33 408,400 $ 871.1 ​ ​ ​ 1,281,500 ​ ​ 133.69 ​ 1,281,500 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total – 2025 7,403,900 ​ $ 89.84 7,403,900 ​ ​ ​ ​ ​ Item 6. [Reserved] ​ 27 Table of Contents ​
Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common Stock and each index on December 31, 2019, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year.
Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common Stock and each index on December 31, 2020, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year.
The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol “APH.” As of January 31, 2025, there were 30 holders of record of the Company’s Common Stock.
The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol “APH.” As of January 31, 2026, there were 34 holders of record of the Company’s Common Stock.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance. ​ ​ 24 Table of Contents Dividends ​ Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. ​ The following table sets forth the dividends declared per common share during each quarter of 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 First Quarter ​ $ 0.11 ​ $ 0.105 Second Quarter ​ 0.11 ​ 0.105 Third Quarter ​ 0.165 ​ 0.105 Fourth Quarter ​ 0.165 ​ 0.11 Total ​ $ 0.55 ​ $ 0.425 ​ Dividends declared and paid for the years ended December 31, 2024 and 2023 (in millions) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Dividends declared ​ $ 662.9 ​ $ 507.4 Dividends paid (including those declared in the prior year) ​ 595.1 ​ 500.6 ​ Amphenol has a history of paying quarterly cash dividends.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance. ​ ​ ​ 26 Table of Contents Dividends ​ Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. ​ The following table sets forth the dividends declared per common share during each quarter of 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 First Quarter ​ $ 0.165 ​ $ 0.11 Second Quarter ​ 0.165 ​ 0.11 Third Quarter ​ 0.165 ​ 0.165 Fourth Quarter ​ 0.25 ​ 0.165 Total ​ $ 0.745 ​ $ 0.55 ​ Dividends declared and paid for the years ended December 31, 2025 and 2024 (in millions) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Dividends declared ​ $ 909.3 ​ $ 662.9 Dividends paid (including those declared in the prior year) ​ 802.2 ​ 595.1 ​ Amphenol has a history of paying quarterly cash dividends.
The 2024 Stock Repurchase Program became effective on April 29, 2024. During the three months and year ended December 31, 2024, the Company repurchased 2.4 million and 7.0 million shares of its Common Stock for $168.9 million and $463.7 million, respectively, under the 2024 Stock Repurchase Program.
The 2024 Stock Repurchase Program became effective on April 29, 2024. During the three months and year ended December 31, 2025, the Company repurchased 1.3 million and 7.4 million shares of its Common Stock for $171.3 million and $665.2 million, respectively, under the 2024 Stock Repurchase Program.
From January 1, 2025 to January 31, 2025, the Company repurchased 0.7 million additional shares of its Common Stock for $50.7 million, and, as of February 1, 2025, the Company has remaining authorization to purchase up to $1,485.6 million of its Common Stock under the 2024 Stock Repurchase Program.
From January 1, 2026 to January 31, 2026, the Company repurchased 0.3 million additional shares of its Common Stock for $44.2 million, and, as of February 1, 2026, the Company has remaining authorization to purchase up to $826.9 million of its Common Stock under the 2024 Stock Repurchase Program.
Of the total repurchases made in 2024, 4.2 million shares, or $287.5 million, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.
Of the total repurchases made in 2025, 6.0 million shares, or $512.3 million, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.
All current and prior year data impacted by the stock split and presented throughout this Annual Report, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation. ​ Stock Performance Graph ​ The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2024 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S.
The Company believes that there are a significant number of beneficial owners of its Common Stock. ​ Stock Performance Graph ​ The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2025 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S.
Removed
The Company believes that there are a significant number of beneficial owners of its Common Stock. ​ Stock Split ​ On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s Common Stock.
Removed
The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024. The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.
Removed
The shares of Common Stock retain a par value of $0.001 per share. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. There was no change in the number of authorized shares of common stock of the Company as a result of the stock split.
Removed
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. ​ On April 27, 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $2.0 billion of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”).
Removed
During the year ended December 31, 2024, the Company repurchased 4.1 million shares of its Common Stock for $225.6 million under the 2021 Stock Repurchase Program. All of the repurchased shares under the 2021 Stock Repurchase Program during 2024 have been retired by the Company.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFinancial Statements and Supplementary Data ​ 50 ​ ​ Report of Independent Registered Public Accounting Firm ​ 50 ​ ​ Consolidated Statements of Income ​ 52 ​ ​ Consolidated Statements of Comprehensive Income ​ 53 ​ ​ Consolidated Balance Sheets ​ 54 ​ ​ Consolidated Statements of Changes in Equity ​ 55 ​ ​ Consolidated Statements of Cash Flow ​ 56 ​ ​ Notes to Consolidated Financial Statements ​ 57 ​
Biggest changeFinancial Statements and Supplementary Data ​ 53 ​ ​ Report of Independent Registered Public Accounting Firm ​ 53 ​ ​ Consolidated Statements of Income ​ 55 ​ ​ Consolidated Statements of Comprehensive Income ​ 56 ​ ​ Consolidated Balance Sheets ​ 57 ​ ​ Consolidated Statements of Changes in Equity ​ 58 ​ ​ Consolidated Statements of Cash Flow ​ 59 ​ ​ Notes to Consolidated Financial Statements ​ 60 ​
Item 6. [Reserved] ​ 26 ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 27 ​ Item 7A. Quantitative and Qualitative Disclosures About Market Risk ​ 48 ​ Item 8.
Item 6. [Reserved] ​ 27 ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 28 ​ Item 7A. Quantitative and Qualitative Disclosures About Market Risk ​ 50 ​ Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeHowever, 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. ​ 29 Table of Contents Results of Operations ​ The following table sets forth the components of net income attributable to Amphenol Corporation as a percentage of net sales for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 66.2 ​ 67.5 ​ 68.1 ​ Acquisition-related expenses 0.8 ​ 0.3 ​ 0.2 ​ Selling, general and administrative expenses 12.2 ​ 11.9 ​ 11.3 ​ Operating income 20.7 ​ 20.4 ​ 20.5 ​ Interest expense (1.4) ​ (1.1) ​ (1.0) ​ Gain on bargain purchase acquisition ​ — ​ — ​ — ​ Other income (expense), net 0.5 ​ 0.2 ​ 0.1 ​ Income before income taxes 19.8 ​ 19.6 ​ 19.5 ​ Provision for income taxes (3.7) ​ (4.1) ​ (4.4) ​ Net income 16.0 ​ 15.5 ​ 15.2 ​ Net income attributable to noncontrolling interests ​ (0.1) ​ (0.1) ​ (0.1) ​ Net income attributable to Amphenol Corporation 15.9 % 15.4 % 15.1 % Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​ 2024 Compared to 2023 ​ Net sales were $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, representing an increase of 21% in both U.S. dollars and constant currencies, as well as 13% organically (excluding both currency and acquisition impacts), compared to the prior year.
Biggest changeThe comparatively weaker U.S. dollar in 2025 had the effect of increasing sales by approximately $84.6, compared to 2024. ​ The following table sets forth the components of net income attributable to Amphenol Corporation as a percentage of net sales for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net sales 100.0 % 100.0 % 100.0 % Operating expenses (1) 74.1 ​ 78.4 ​ 79.3 ​ Acquisition-related expenses ​ 0.4 ​ 0.8 ​ 0.3 ​ Operating income 25.4 ​ 20.7 ​ 20.4 ​ Interest expense (1.6) ​ (1.4) ​ (1.1) ​ Gain on bargain purchase acquisition — ​ — ​ — ​ Other income (expense), net 0.4 ​ 0.5 ​ 0.2 ​ Income before income taxes ​ 24.3 ​ 19.8 ​ 19.6 ​ Provision for income taxes (5.6) ​ (3.7) ​ (4.1) ​ Net income 18.6 ​ 16.0 ​ 15.5 ​ Net income attributable to noncontrolling interests (0.2) ​ (0.1) ​ (0.1) ​ Net income attributable to Amphenol Corporation 18.5 % 15.9 % 15.4 % (1) The aggregated amount is comprised of cost of sales and selling, general and administrative expenses.
Dollars (2) ​ impact (3) ​ Sales Growth (4) ​ impact (5) ​ Growth (4) ​ Net sales by: 2024 2023 (GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ Segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh Environment Solutions ​ $ 4,417.4 $ 3,530.8 ​ 25 % ​ — % ​ 25 % ​ 21 % ​ 4 % ​ Communications Solutions ​ ​ 6,323.8 ​ ​ 4,912.8 ​ 29 % ​ — % ​ 29 % ​ 2 % ​ 27 % ​ Interconnect and Sensor Systems ​ 4,481.5 ​ 4,111.1 ​ 9 % ​ — % ​ 9 % ​ 5 % ​ 4 % ​ Consolidated ​ $ 15,222.7 ​ $ 12,554.7 ​ 21 % ​ — % ​ 21 % ​ 8 % ​ 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (6) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 5,272.3 $ 4,405.4 ​ 20 % ​ — % ​ 20 % ​ 16 % ​ 3 % ​ Foreign ​ 9,950.4 ​ 8,149.3 ​ 22 % ​ — % ​ 23 % ​ 4 % ​ 19 % ​ Consolidated ​ $ 15,222.7 ​ $ 12,554.7 ​ 21 % ​ — % ​ 21 % ​ 8 % ​ 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.
Dollars (2) ​ impact (3) ​ Sales Growth (4) ​ impact (5) ​ Growth (4) ​ Net sales by: ​ 2024 ​ ​ 2023 ​ ​ (GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ (non-GAAP) ​ Segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Communications Solutions ​ $ 6,323.8 ​ $ 4,912.8 ​ 29 % ​ — % ​ 29 % ​ 2 % ​ 27 % ​ Harsh Environment Solutions ​ ​ 4,417.4 ​ 3,530.8 ​ 25 % ​ — % ​ 25 % ​ 21 % ​ 4 % ​ Interconnect and Sensor Systems ​ 4,481.5 ​ 4,111.1 ​ 9 % ​ — % ​ 9 % ​ 5 % ​ 4 % ​ Consolidated ​ $ 15,222.7 ​ $ 12,554.7 ​ 21 % ​ — % ​ 21 % ​ 8 % ​ 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (6) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 5,272.3 $ 4,405.4 ​ 20 % ​ — % ​ 20 % ​ 16 % ​ 3 % ​ Foreign ​ 9,950.4 ​ 8,149.3 ​ 22 % ​ — % ​ 23 % ​ 4 % ​ 19 % ​ Consolidated ​ $ 15,222.7 ​ $ 12,554.7 ​ 21 % ​ — % ​ 21 % ​ 8 % ​ 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.
(2) Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 13 of the Notes to Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S.
(2) Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 13 of the Notes to Consolidated Financial Statements. While the term “net sales growth in U.S. dollars” is not considered a U.S.
GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.
GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.
(3) Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting year compared to the prior reporting year.
(3) Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in the current reporting year compared to the prior reporting year.
Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the prior year from current year net sales, taken as a percentage of the prior year’s net sales.
Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the prior year from current year net sales, taken as a percentage of the prior year’s net sales.
(4) Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 7.
(4) Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section of this Item 7.
(5) Acquisition impact, a non-GAAP measure, represents the percentage impact on net sales resulting from acquisitions that have not been included in the Company’s consolidated results for the full current year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis.
(5) Acquisition impact, a non-GAAP measure, represents the percentage impact on net sales resulting from acquisitions that have not been included in the Company’s consolidated results for the full current year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of the Company on a comparative basis.
GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.
GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measures.
The Company may, at its option, redeem some or all of either series of Euro Notes at any time, subject to certain terms and conditions. ​ The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.
The Company may, at its option, redeem some or all of either series of Existing Euro Notes at any time, subject to certain terms and conditions. ​ The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.
Finance leases are not material to the Company individually or in the aggregate and as such have been excluded from the table above. ​ (3) Purchase obligations relate primarily to open purchase orders for goods and services, including but not limited to, raw materials and components to be used in production. ​ (4) This table includes estimated benefit payments expected to be made under the Company’s unfunded pension and postretirement benefit plans, as well as the anticipated minimum required contributions under the Company’s funded pension plans, the most significant of which covers certain of its U.S. employees.
Finance leases are not material to the Company individually or in the aggregate and as such have been excluded from the table above. ​ (4) Purchase obligations relate primarily to open purchase orders for goods and services, including but not limited to, raw materials and components to be used in production. ​ (5) This table includes estimated benefit payments expected to be made under the Company’s unfunded pension and postretirement benefit plans, as well as the anticipated minimum required contributions under the Company’s funded pension plans, the most significant of which covers certain of its U.S. employees.
The Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on each series of Euro Notes is payable annually.
The Existing Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on each series of Existing Euro Notes is payable annually.
The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its 27 Table of Contents multinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography. ​ Reportable Business Segments ​ The Company aligns its businesses into the following three reportable business segments: ​ ● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, mobile networks and information technology and data communications end markets. ​ ● Communications Solutions – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other products, coaxial and high-speed cable, as well as antennas, for use in the information technology and data communications, mobile devices, industrial, mobile networks, broadband communications, automotive, commercial aerospace and defense end markets. ​ ● Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, mobile networks, defense and commercial aerospace end markets. ​ This alignment reinforces the Company’s entrepreneurial culture and enables clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future.
The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its multinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography. ​ 28 Table of Contents Reportable Business Segments ​ The Company aligns its businesses into the following three reportable business segments: ​ ● Communications Solutions – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other interconnect products; coaxial, fiber optic, power and high-speed cable; antennas; and other products for use in the information technology and data communications, mobile devices, industrial, communications networks, automotive, commercial aerospace and defense end markets. ​ ● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, communications networks and information technology and data communications end markets. ​ ● Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, communications networks, defense and commercial aerospace end markets. ​ This alignment reinforces the Company’s entrepreneurial culture and enables clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future.
Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2024 and 2023. ​ Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered.
Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2025 and 2024. ​ Standard product warranty coverage, which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or separately priced warranty coverage is typically not offered.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ (amounts in millions, except share and per share data, unless otherwise noted) ​ The following discussion and analysis of the financial condition and results of operations for the years ended December 31, 2024, 2023 and 2022 has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”).
Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ (amounts in millions, except share and per share data, unless otherwise noted) ​ The following discussion and analysis of the financial condition and results of operations for the years ended December 31, 2025, 2024 and 2023 has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”).
For the years ended December 31, 2024, 2023 and 2022, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination.
For the years ended December 31, 2025, 2024 and 2023, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination.
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.
Certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework, while other countries are expected to also implement similar legislation with varying effective dates in the future.
Management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Constant Currency Net Sales Growth (as defined above) and Organic Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends. ​ Recent Accounting Pronouncements ​ Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements, including those adopted by the Company. ​ 46 Table of Contents Critical Accounting Estimates ​ The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Constant Currency Net Sales Growth (as defined above) and Organic Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends. ​ Recent Accounting Pronouncements ​ Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements, including those adopted by the Company. ​ Critical Accounting Estimates ​ The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
In 2024, net cash provided by financing activities was primarily driven by (i) net 39 Table of Contents cash proceeds from borrowings of $2,991.3, primarily related to the issuances of the April Senior Notes and October Senior Notes, each as defined below, and (ii) cash proceeds of $447.4 from the exercise of stock options, partially offset by (a) repurchases of the Company’s Common Stock of $689.3, (b) dividend payments of $595.1, (c) debt repayments of $364.4, primarily related to the redemption of the 3.20% Senior Notes in the second quarter of 2024, (d) distributions to and purchases of noncontrolling interests of $33.0, and (e) payments of $28.4 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 and October Senior Notes, each as defined below.
In 2024, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $2,991.3, primarily related to the issuances of the April Senior Notes and October Senior Notes, each as defined below, and (ii) cash proceeds of $447.4 from the exercise of stock options, partially offset by (a) repurchases of the Company’s Common Stock of $689.3, (b) dividend payments of $595.1, (c) debt repayments of $364.4, primarily related to the redemption of the 3.20% Senior Notes in the second quarter of 2024, (d) distributions to and purchases of noncontrolling interests of $33.0, and (e) payments of $28.4 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 and October Senior Notes.
It is difficult to make a reasonably reliable estimate of the amount and period in which all of these liabilities might be paid. ​ Repatriation of Foreign Earnings and Related Income Taxes ​ The Company has previously indicated an intention to repatriate most of its pre-2024 accumulated earnings and has accrued the foreign and U.S. state and local taxes, if applicable, on those earnings, as appropriate.
It is difficult to make a reasonably reliable estimate of the amount and period in which all of these liabilities might be paid. ​ Repatriation of Foreign Earnings and Related Income Taxes ​ The Company has previously indicated an intention to repatriate most of its pre-2025 accumulated earnings and has accrued the foreign and U.S. state and local taxes, if applicable, on those earnings, as appropriate.
Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).
Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the non-cash amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).
The reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2024, 2023 and 2022 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 7: ​ ● Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with U.S.
The reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the years ended December 31, 2025, 2024 and 2023 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 7: ​ ● Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with U.S.
The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. ​ As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings o f foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S.
The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. ​ As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The U.S.
Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price. ​ The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods.
Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price. ​ 49 Table of Contents The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer, which generally occurs when we ship or deliver the product from our manufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods.
Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales. (6) Net sales by geographic area are based on the customer location to which the product is shipped. ​ The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia.
Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales. (6) Net sales by geographic area are based on the customer location to which the product is shipped. ​ The increase in foreign net sales in 2025 compared to 2024 was primarily driven by robust sales growth in Asia.
In conjunction with the Revolving Credit Facility, as of December 31, 2024, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $3,000.0 .
In conjunction with the Revolving Credit Facility, as of December 31, 2025, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $3,000.0.
Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income.
Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the non-cash amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income.
As of December 31, 2024 and 2023, there were no USCP Notes outstanding. ​ The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S.
As of December 31, 2025 and 2024, there were no USCP Notes outstanding. ​ The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S.
The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​ 44 Table of Contents Inflation and Costs ​ The cost of the Company’s products is influenced by the cost of a wide variety of raw materials.
The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​ Inflation and Costs ​ The cost of the Company’s products is influenced by the cost of a wide variety of raw materials.
Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation artificial intelligence-related applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics.
Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation AI-related applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics.
As such, management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Organic Net Sales Growth (as defined below) and Constant Currency Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends. ​ ● Free Cash Flow is defined as (i) Net cash provided by operating activities (“Operating Cash Flow” - as reported in accordance with U.S.
As such, management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Organic Net Sales Growth (as defined below) and Constant Currency Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends. ​ 48 Table of Contents ● Free Cash Flow is defined as (i) Net cash provided by operating activities (“Operating Cash Flow” - as reported in accordance with U.S.
Net sales to the commercial aerospace market increased approximately $382.9, primarily due to contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms.
Net sales to the commercial aerospace market increased approximately $382.9, primarily due to 33 Table of Contents contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms.
Commercial Paper Program, the 40 Table of Contents “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.
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.
Commercial Paper Program, (ii) repurchases of the Company’s Common Stock of $585.1, (iii) dividend payments of $500.6, (iv) distributions to and purchases of noncontrolling interests of $24.0, (v) other debt repayments of $15.7, (vi) payments of $2.3 related to debt financing costs associated with the Company’s $350.0 aggregate principal amount of unsecured 4.750% Senior Notes due March 30, 2026 (the “2026 Senior Notes”), and (vii) payment of $1.5 associated with the deferred purchase price related to an acquisition, partially offset by (a) cash proceeds of $394.5 from the exercise of stock options and (b) net cash proceeds from borrowings of $354.9, primarily related to the issuance of the 2026 Senior Notes.
Commercial Paper Program, (ii) repurchases of the Company’s Common Stock of $585.1, (iii) dividend payments of $500.6, (iv) distributions to and purchases of noncontrolling interests of $24.0, (v) other debt repayments of $15.7, (vi) payments of $2.3 related to debt financing costs associated with the Company’s $350.0 aggregate principal amount of unsecured 4.750% Senior Notes due March 30, 2026 (the “2026 Senior Notes”), and (vii) payment of $1.5 associated with the deferred purchase price related to an acquisition, partially offset by (a) cash proceeds of $394.5 from the exercise of stock options and (b) net cash proceeds from borrowings of $354.9, primarily related to the issuance of the 2026 Senior Notes. ​ The Company has significant flexibility to meet its financial commitments.
In addition, these non-GAAP financial measures are not necessarily the same or comparable to similar measures presented by other companies as such measures may be calculated differently or may exclude different items. ​ ​ 45 Table of Contents The non-GAAP financial measures defined below should be read in conjunction with the Company’s financial statements presented in accordance with U.S. GAAP.
In addition, these non-GAAP financial measures are not necessarily the same or comparable to similar measures presented by other companies as such measures may be calculated differently or may exclude different items. ​ The non-GAAP financial measures defined below should be read in conjunction with the Company’s financial statements presented in accordance with U.S. GAAP.
Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, gains associated with bargain purchase acquisitions, and certain discrete tax items including, but not limited to, (i) the excess tax benefits related to stock-based compensation and (ii) the impact of significant changes in tax law.
Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, gains associated with bargain purchase acquisitions, the excess tax benefits related to stock-based compensation and certain other discrete tax items including, but not limited to, (i) the impact of tax audits relating to prior periods and (ii) significant changes in tax law.
Pension Plans for 2025. The Company did not make any voluntary contributions to its U.S. Pension Plans in 2024 and 2023.
Pension Plans for 2026. The Company did not make any voluntary contributions to its U.S. Pension Plans in 2025 and 2024.
Other long-term liabilities, including deferred tax liabilities, increased $65.4 to $886.1, primarily as a result of an increase in long-term lease liabilities resulting from both new and renewed lease agreements entered into during 2024, along with acquired leases resulting from acquisitions. ​ 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.
Other long-term liabilities, including deferred tax liabilities, increased $335.3 to $1,221.4, primarily as a result of an increase in long-term lease liabilities resulting from both new and renewed lease agreements entered into during 2025, along with acquired leases resulting from acquisitions. ​ 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.
Risk Factors herein. ​ Non-GAAP Financial Measures ​ In addition to assessing the Company’s financial condition, results of operations, liquidity and cash flows in accordance with U.S.
Risk Factors herein. 47 Table of Contents ​ Non-GAAP Financial Measures ​ In addition to assessing the Company’s financial condition, results of operations, liquidity and cash flows in accordance with U.S.
As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States.
As of December 31, 2025, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,750 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States.
From an end market standpoint, the increase in net sales was driven by strong organic growth in the information technology and data communications (“IT datacom”), mobile devices, commercial aerospace and defense markets and moderate organic growth in the automotive and mobile networks markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and broadband communications markets.
From an end market standpoint, the increase in net sales was driven by robust organic growth in the information technology and data communications (“IT datacom”) market, strong organic growth in the defense, industrial, communications networks and commercial aerospace markets and moderate organic growth in the automotive and mobile devices markets, along with contributions from the Company’s acquisition program.
GAAP financial measures, by segment, geography and consolidated, for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Growth (relative to prior year) (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ Foreign ​ Constant ​ ​ ​ Organic ​ ​ ​ ​ ​ growth in ​ currency ​ Currency Net ​ Acquisition ​ Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S.
GAAP financial measures, by segment, geography and consolidated, for the year ended December 31, 2025 compared to the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Growth (relative to prior year) (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ Foreign ​ Constant ​ ​ ​ Organic ​ ​ ​ ​ ​ growth in ​ currency ​ Currency Net ​ Acquisition ​ Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S.
On December 31, 2024, the Company was in compliance with all requirements under its Senior Notes.
On December 31, 2025, the Company was in compliance with all requirements under its Senior Notes.
We currently expect this elevated level of capital spending to continue into 2025 to support the significant growth we are experiencing related to artificial intelligence applications in our IT datacom market. ​ Financing Activities ​ Cash flows from financing activities primarily consist of cash flows associated with borrowings and repayments of the Company’s credit facilities and other long-term debt, repurchases of Common Stock, proceeds from stock option exercises, dividend payments, and distributions to and purchases of noncontrolling interests. ​ Net cash provided by financing activities was $1,729.9 in 2024, compared to net cash used in financing activities of $1,012.4 in 2023 and $1,196.7 in 2022.
We currently expect this elevated level of capital spending to continue into 2026 to support the continued growth we are experiencing related to AI applications in our IT datacom market. ​ Financing Activities ​ Cash flows from financing activities primarily consist of cash flows associated with borrowings and repayments of the Company’s credit facilities and other long-term debt, repurchases of Common Stock, proceeds from stock option exercises, dividend payments, and distributions to and purchases of noncontrolling interests. ​ Net cash provided by financing activities was $7,423.2 in 2025 and $1,729.9 in 2024, compared to net cash used in financing activities of $1,012.4 in 2023.
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 7, was 24.0% and 24.5% for 2023 and 2022, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results.
Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 7, was 25.5% for 2025 and 24.0% for 2024, as reconciled in the table below to the comparable effective tax rate based on GAAP results.
From an end market standpoint, the decrease in net sales was driven by organic declines in the IT datacom, mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program.
From an end market standpoint, the increase in net sales was driven by strong organic growth in the IT datacom, mobile devices, commercial aerospace and defense markets and moderate organic growth in the automotive market, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and communications networks markets.
The Revolving Credit Facility was undrawn on the date it was amended and restated. The Company may utilize the Revolving Credit Facility for general corporate purposes. As of December 31, 2024 and 2023, there were no outstanding borrowings under the revolving credit facility then in effect.
The Revolving Credit Facility was undrawn on the date it was amended and restated. The Company may utilize the Revolving Credit Facility for general corporate purposes. As of December 31, 2025 and 2024, there were no outstanding borrowings under the Revolving Credit Facility.
On October 24, 2023, the Board approved an increase to the Company’s quarterly dividend rate from $0.105 per share to $0.11 per share, effective with dividends declared in the fourth quarter of 2023, and on July 23, 2024, the Board approved an additional 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.
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.
(2) All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​ Liquidity and Capital Resources ​ Liquidity and Cash Requirements ​ At December 31, 2024 and 2023, the Company had cash, cash equivalents and short-term investments of $3,335.4 and $1,660.2, respectively.
(2) All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. ​ 36 Table of Contents Liquidity and Capital Resources ​ Liquidity and Cash Requirements ​ At December 31, 2025 and 2024, the Company had cash, cash equivalents and short-term investments of $11,434.2 and $3,335.4, respectively.
The Company did not borrow under the Euro Commercial Paper Program during 2024. As of December 31, 2024 and 2023, there were no ECP Notes outstanding. ​ Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time.
The Company did not borrow under the Euro Commercial Paper Program during 2025 or 2024. As of December 31, 2025 and 2024, there were no ECP Notes outstanding. ​ 42 Table of Contents Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time.
In 2024, approximately 65% of the Company’s sales were outside the United States.
In 2025, approximately 65% of the Company’s sales were outside the United States.
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.
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 reviewed the currently enacted legislation.
The sales growth in 2024 was primarily driven by strong organic growth in the IT datacom, automotive, mobile devices and industrial markets and moderate growth in the mobile networks markets, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the broadband communications market. ​ Net sales in the Interconnect and Sensor Systems segment (approximately 29% of net sales) increased 9% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023.
The sales growth in 2024 was primarily driven by strong organic growth in the IT datacom, automotive, mobile devices and industrial markets, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the communications networks market. ​ Net sales in the Harsh Environment Solutions segment (approximately 29% of net sales) increased 25% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023.
The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements of Income.
The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively.
The total liability for accrued pension and postretirement benefit obligations associated with the Company’s pension and postretirement benefit plans decreased in 2024 to $89.2 from $106.0 in 2023, primarily driven by the effect of higher discount rates in 2024 on our projected benefit obligations along with actual positive returns on plan assets in 2024, partially offset by interest cost.
The total liability for accrued pension and postretirement benefit obligations associated with the Company’s pension and postretirement benefit plans decreased in 2025 to $87.5 from $89.2 in 2024, primarily driven by the effect of lower discount rates in 2025 on our projected benefit obligations along with actual positive returns on plan assets in 2025, partially offset by interest cost.
For additional details related to the reconciliation between the 32 Table of Contents U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​ Net income attributable to Amphenol Corporation and Net income attributable to Amphenol Corporation per common share - Diluted (“Diluted EPS”) were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023.
For additional details related to the reconciliation between the U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements. ​ Net income attributable to Amphenol Corporation and Diluted EPS were $2,424.0 and $1.92, respectively, for 2024, compared to $1,928.0 and $1.55, respectively, for 2023.
The initial implementation did not have a material impact on the Company’s consolidated financial statements during the year ended December 31, 2024, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.
The implementation did not have a material impact on the 29 Table of Contents Company’s consolidated financial statements during the year ended December 31, 2025, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.
The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, in particular the CIT acquisition, along with 30 Table of Contents strong organic growth in the defense, commercial aerospace and IT datacom markets, partially offset by organic declines in the automotive and industrial markets. ​ Net sales in the Communications Solutions segment (approximately 42% of net sales) increased 29% in both U.S. dollars and constant currencies, as well as 27% organically, in 2024, compared to 2023.
The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, in particular the CIT acquisition, along with strong organic growth in the defense, commercial aerospace and IT datacom markets, partially offset by organic declines in the automotive and industrial markets. ​ Net sales in the Interconnect and Sensor Systems segment (approximately 29% of net sales) increased 9% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023.
The 2024 Stock Repurchase Program became effective on April 29, 2024. During the year ended December 31, 2024, the Company repurchased 7.0 million shares of its Common Stock for $463.7 under the 2024 Stock Repurchase Program.
The 2024 Stock Repurchase Program became effective on April 29, 2024. During the year ended December 31, 2025, the Company repurchased 7.4 million shares of its Common Stock for $665.2 under the 2024 Stock Repurchase Program.
The following table reconciles Free Cash Flow to its most directly comparable U.S. GAAP financial measure for the years ended December 31, 2024, 2023 and 2022. Free Cash Flow decreased modestly in 2024 compared to 2023, as the increase in capital expenditures was largely offset by the increase in Operating Cash Flow, as described above.
The following table reconciles Free Cash Flow to its most directly comparable U.S. GAAP financial measure for the years ended December 31, 2025, 2024 and 2023. The increase in Free Cash Flow in 2025 compared to 2024 was driven by the increase in Operating Cash Flow, partially offset by the increased capital expenditures levels, as described above.
The Company believes that these sources of liquidity, along with a ccess to capital markets (which the Company accessed 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 believes that these sources of liquidity, along with a ccess to capital markets (which the Company accessed in 2025 and 2024 for various debt issuances), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations.
In 2023, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow decreased $149.8, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accounts receivable of $146.4 and inventories of $71.4, partially offset by a decrease in accounts payable of $34.6 and an increase in prepaid expenses and other current assets of $34.1.
In 2023, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow decreased $149.8, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accounts receivable of $146.4 and inventories of $71.4, partially offset by a decrease in accounts payable of $34.6 and an increase in prepaid expenses and other current assets of $34.1. ​ The following describes the significant changes in the amounts as presented on the accompanying Consolidated Balance Sheets at December 31, 2025 compared to December 31, 2024.
The increase in Free Cash Flow in 2023 compared to 2022 was driven by the increase in Operating Cash Flow, as described above. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Operating Cash Flow (GAAP) $ 2,814.7 $ 2,528.7 $ 2,174.6 Capital expenditures (GAAP) ​ (665.4) ​ (372.8) ​ (383.8) Proceeds from disposals of property, plant and equipment (GAAP) ​ 7.8 ​ 4.0 ​ 5.6 Free Cash Flow (non-GAAP) ​ $ 2,157.1 ​ $ 2,159.9 ​ $ 1,796.4 ​ Investing Activities ​ Cash flows from investing activities primarily consist of cash flows associated with capital expenditures, proceeds from disposals of property, plant and equipment , net, purchases (sales and maturities) of short- and long-term investments, and acquisitions. ​ Net cash used in investing activities was $2,648.6 in 2024, compared to $1,393.7 in 2023 and $731.1 in 2022.
Free Cash Flow decreased modestly in 2024 compared to 2023, as the increase in capital expenditures was largely offset by the increase in Operating Cash Flow, as described above. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Operating Cash Flow (GAAP) $ 5,374.7 $ 2,814.7 $ 2,528.7 Capital expenditures (GAAP) ​ (996.6) ​ (665.4) ​ (372.8) Proceeds from disposals of property, plant and equipment (GAAP) ​ 14.8 ​ 7.8 ​ 4.0 Free Cash Flow (non-GAAP) ​ $ 4,392.9 ​ $ 2,157.1 ​ $ 2,159.9 ​ Investing Activities ​ Cash flows from investing activities primarily consist of cash flows associated with capital expenditures, proceeds from disposals of property, plant and equipment , net, purchases (sales and maturities) of short- and long-term investments, and acquisitions. ​ Net cash used in investing activities was $5,082.1 in 2025, compared to $2,648.6 in 2024 and $1,393.7 in 2023.
The increase in Operating Cash Flow in 2023 compared to 2022 was primarily due to an overall decrease in the net components of working capital in 2023, as discussed in more detail below. ​ In 2024, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $210.5, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $586.8, inventories of $200.1 and prepaid expenses and other current assets of $106.8, partially offset by increases in accounts payable of $423.1 and accrued liabilities, including income taxes, of $260.1.
In 2024, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $210.5, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $586.8, inventories of $200.1 and prepaid expenses and other current assets of $106.8, partially offset by increases in accounts payable of $423.1 and accrued liabilities, including income taxes, of $260.1.
The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was primarily driven by strong operating performance on the higher sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company. ​ Operating income for the Harsh Environment Solutions segment in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023.
The increase in operating margin for the Communications Solutions segment for 2025 compared to 2024 was primarily driven by strong operating performance on the significantly higher sales volumes, slightly offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company. ​ Operating income for the Harsh Environment Solutions segment in 2025 was $1,541.4, or 26.2% of net sales, compared to $1,093.2, or 24.7% of net sales in 2024.
The following table summ arizes the declared quarterly dividends per share during each of the three years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 First Quarter ​ $ 0.11 ​ $ 0.105 ​ $ 0.10 Second Quarter ​ ​ 0.11 ​ ​ 0.105 ​ ​ 0.10 Third Quarter ​ ​ 0.165 ​ ​ 0.105 ​ ​ 0.10 Fourth Quarter ​ ​ 0.165 ​ ​ 0.11 ​ ​ 0.105 Total ​ $ 0.55 ​ $ 0.425 ​ $ 0.405 ​ The following table summarizes the dividends declared and paid during the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 Dividends declared ​ $ 662.9 ​ $ 507.4 ​ $ 482.6 Dividends paid (including those declared in the prior year) ​ 595.1 ​ 500.6 ​ 477.4 ​ Pensions ​ The Company and certain of its subsidiaries in the United States have defined benefit pension plans (“U.S.
The following table summarizes the declared quarterly dividends per share during each of the three years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 First Quarter ​ $ 0.165 ​ $ 0.11 ​ $ 0.105 Second Quarter ​ ​ 0.165 ​ ​ 0.11 ​ ​ 0.105 Third Quarter ​ ​ 0.165 ​ ​ 0.165 ​ ​ 0.105 Fourth Quarter ​ ​ 0.25 ​ ​ 0.165 ​ ​ 0.11 Total ​ $ 0.745 ​ $ 0.55 ​ $ 0.425 ​ ​ 45 Table of Contents The following table summarizes the dividends declared and paid during the years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 Dividends declared ​ $ 909.3 ​ $ 662.9 ​ $ 507.4 Dividends paid (including those declared in the prior year) ​ 802.2 ​ 595.1 ​ 500.6 ​ Pensions ​ The Company and certain of its subsidiaries in the United States have defined benefit pension plans (“U.S.
Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales. (6) Net sales by geographic area are based on the customer location to which the product is shipped. ​ The decrease in foreign net sales in 2023 compared to 2022 was primarily driven by sales declines in Asia.
Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales. (6) Net sales by geographic area are based on the customer location to which the product is shipped. ​ 34 Table of Contents The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia.
Total accrued expenses, including accrued income taxes, increased $414.7 to $1,862.7, primarily as a result of increases in accrued salaries, wages and employee benefits, accrued income taxes, and various other accrued expenses, along with the impact of the 2024 Acquisitions.
Total accrued expenses, including accrued income taxes, increased $1,341.0 to $3,203.7, primarily as a result of increases in accrued salaries, wages and employee benefits, accrued income taxes, and various other accrued expenses, along with the impact of the 2025 Acquisitions.
Excluding the effect of the items listed in the table 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 7, were $1,870.4 and $1.51, respectively, for 2023, compared to $1,864.7 and $1.50, respectively, for 2022. ​ The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S.
Excluding the effect of the items listed in the table 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 7, were $4,272.5 and $3.34, respectively, for 2025, compared to $2,382.1 and $1.89, respectively, for 2024. ​ The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (each as defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S.
The Company intends to (i) evaluate certain post-2024 earnings for repatriation, and will accrue for those distributions where appropriate, and (ii) indefinitely reinvest all other foreign earnings.
The Company intends to evaluate future earnings for repatriation, and will accrue for those distributions where appropriate, and to indefinitely reinvest all other foreign earnings.
Inventory days at December 31, 2024 and 2023 were 80 days and 85 days, respectively. Prepaid expenses and other current assets increased $127.4 to $517.0, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2024 Acquisitions.
Inventory days at December 31, 2025 and 2024 were 77 days and 80 days, respectively. Prepaid expenses and other current assets increased $174.0 to $691.0, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2025 Acquisitions.
Accrued pension and postretirement benefit obligations decreased $13.2 to $129.8, primarily due to the impact of higher discount rates used to calculate our projected benefit obligation and funded status of our defined benefit pension plans.
Accrued pension and postretirement benefit obligations increased $8.4 to $138.2, primarily due to the impact of lower discount rates used to calculate our projected benefit obligation and the funded status of our defined benefit pension plans.
In 2023, net cash used in investing activities was primarily driven by the use of $970.4 to fund acquisitions, capital expenditures (net of disposals) of $368.8, and net purchases of short-term investments of $59.4.
In 2023, net cash used in investing activities was primarily driven by the use of $970.4 to fund acquisitions, capital expenditures (net of disposals) of $368.8, and net purchases of short-term investments of $59.4. The elevated capital expenditures in 2025 were driven by investments, primarily in support of the robust growth in our IT datacom market.
Other long-term assets increased $131.9 to $581.1, primarily due to an increase in operating lease right-of-use assets resulting from both new and renewed lease agreements entered into during 2024 and acquired leases resulting from acquisitions.
Other long-term assets increased $266.2 to $847.3, primarily due to an increase in operating lease right-of-use assets resulting from both new and renewed lease agreements entered into during 2025 and acquired leases resulting from acquisitions.
Of the total repurchases made in 2024 under the 2024 Stock Repurchase Program, 4.2 million shares, or $287.5, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.
Of the total repurchases made in 2025 under the 2024 Stock Repurchase Program, 6.0 million shares, or $512.3, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.
Both acquisitions have been included in the Harsh Environment Solutions segment. The 2024 Acquisitions were each funded using cash on hand, proceeds from the April Senior Notes or borrowings under the U.S. Commercial Paper Program, or a combination thereof.
The 2024 Acquisitions were each funded using cash on hand, proceeds from the April Senior Notes or borrowings under the U.S. Commercial Paper Program, or a combination thereof.
Plans, and the Company plans to evaluate annually, based on actuarial calculations and the investment performance of the Plans’ assets, the timing and amount of cash contributions in the future, if any. ​ Refer to Note 9 of the Notes to Consolidated Financial Statements for further discussion of the Company’s benefit plans and other postretirement benefit plans. ​ Acquisitions ​ During 2024, the Company completed two acquisitions (the “2024 Acquisitions”), including the acquisition of CIT, for approximately $2,156.4, net of cash acquired.
Plans, and the Company plans to evaluate annually, based on actuarial calculations and the investment performance of the Plans’ assets, the timing and amount of cash contributions in the future, if any. ​ Refer to Note 9 of the Notes to Consolidated Financial Statements for further discussion of the Company’s benefit plans and other postretirement benefit plans. ​ Acquisitions ​ During 2025, the Company completed five acquisitions (the “2025 Acquisitions”), including the acquisitions of Andrew and Trexon, for approximately $3,818.6, net of cash acquired.
Net sales to the broadband communications market decreased approximately $65.2, driven by moderations in demand from broadband service operators. ​ Net sales in the Harsh Environment Solutions segment (approximately 29% of net sales) increased 25% in both U.S. dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023.
Net sales to the communications networks market decreased approximately $15.0, driven by moderations in demand from service operators. ​ Net sales in the Communications Solutions segment (approximately 42% of net sales) increased 29% in both U.S. dollars and constant currencies, as well as 27% organically, in 2024, compared to 2023.
The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily driven by the negative impact on operating margin related to acquisitions completed within the prior 12 months, particularly the CIT acquisition, that are currently operating below the average operating margin of the Company. ​ Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023.
The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was primarily driven by strong operating performance on the higher sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company. ​ Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023.
From January 1, 2025 to January 31, 2025, the Company repurchased 0.7 million additional shares of its Common Stock for $50.7, and, as of February 1, 2025, the Company has remaining authorization to purchase up to $1,485.6 of its Common Stock under the 2024 Stock Repurchase Program.
From January 1, 2026 to January 31, 2026, the Company repurchased 0.3 million additional shares of its Common Stock for $44.2, and, as of February 1, 2026, the Company has remaining authorization to purchase up to $826.9 of its Common Stock under the 2024 Stock Repurchase Program.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

13 edited+6 added−4 removed6 unchanged
Biggest changeAs of December 31, 2024 , less than 1% of the Company’s outstanding borrowings were subject to floating interest rates. ​ To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly.
Biggest changeOutstanding borrowings subject to floating interest rates will be higher going forward as a result of the borrowings under the Delayed Draw Term Loans that occurred subsequent to December 31, 2025, as discussed above. ​ To the extent that interest rates change and the Company has outstanding borrowings under any of our floating rate debt instruments (Commercial Paper Programs, Revolving Credit Facility and Delayed Draw Term Loans), our interest expense and interest payments will be impacted accordingly.
Refer to Note 1 and Note 5 of the Notes to Consolidated Financial Statements for a discussion of derivative financial instruments. ​ Interest Rate Risk ​ The Company is subject to market risk from exposure to changes in interest rates based on the Company’s financing activities.
Refer to Note 1 and Note 5 of the accompanying Notes to Consolidated Financial Statements for a discussion of derivative financial instruments. ​ Interest Rate Risk ​ The Company is subject to market risk from exposure to changes in interest rates based on the Company’s financing activities.
However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. ​ One of the Company ’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes”), each of which was issued with a principal amount of €500.0.
However, there can be no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations. ​ One of the Company ’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Existing Euro Notes”), each of which was issued with a principal amount of €500.0.
As of December 31, 2024, the fair value of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, 2024 and 2023.
As of December 31, 2025, the fair value of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, 2025 and 2024.
The Company does not have any significant concentration with any one counterparty. ​ Foreign Currency Exchange Rate Risk ​ The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies.
The Company does not have any significant concentration with any one counterparty. ​ 50 Table of Contents Foreign Currency Exchange Rate Risk ​ The Company conducts business in many foreign currencies through its worldwide operations, and as a result, is subject to foreign exchange exposure due to changes in exchange rates of the various currencies.
Refer to Note 4 of the accompanying Notes to Consolidated Financial Statements herein for further discussion related to these debt instruments. ​ Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”).
Refer to Note 4 and Note 5 of the accompanying Notes to Consolidated Financial Statements herein for further discussion related to these debt instruments. ​ 51 Table of Contents Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”).
The Company does 48 Table of Contents not engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2024, the Company does not have any significant concentration of exposure with any one counterparty.
The Company does not engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2025, the Company does not have any significant concentration of exposure with any one counterparty.
Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2025, there can be no assurance that interest rates will not change significantly from current levels. ​ 49 Table of Contents
Although the Company does not expect changes in interest rates to have a material effect on net income or cash flows in 2026, there can be no assurance that interest rates will not change significantly from current levels. ​ 52 Table of Contents
The Company manages its exposure to interest rate risk through a mix of fixed and variable rate debt. The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which were issued in 2024.
The Company attempts to manage its exposure to interest rate risk through a mix of fixed and variable rate debt and hedging contracts in some cases. The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which were issued in 2025.
A 10% change in the interest rate at December 31, 2024 and 2023 under our Revolving Credit Facility or Commercial Paper Programs would not have a material effect on interest expense.
A 10% change in the interest rate at December 31, 2025 and 2024 under our Revolving Credit Facility, Commercial Paper Programs, Delayed Draw Term Loans or Floating Rate Senior Notes would not have a material effect on interest expense.
Commercial Paper Program throughout much of 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of Carlisle Interconnect Technologies (“CIT”) in May 2024, as discussed further in Note 11 of the Notes to Consolidated Financial Statements.
In addition, the Company borrowed under the U.S. Commercial Paper Program during 2025 from time to time, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the Andrew acquisition in January 2025, as discussed further in Note 11 of the Notes to Consolidated Financial Statements.
The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Company and the Euro Issuer also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S.
The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028.
Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future.
Although all such borrowings were repaid before the end of 2025, the Company may make additional borrowings under the Revolving Credit Facility and the Commercial Paper Programs from time to time in the future. As of December 31, 2025 , 3% of the Company’s outstanding borrowings were subject to floating interest rates .
Removed
In April 2024, the Company issued the April Senior Notes: (i) $450.0 aggregate principal amount of the Original 2027 Senior Notes, (ii) $450.0 aggregate principal amount of the 2029 Senior Notes and (iii) $600.0 aggregate principal amount of the 2034 Senior Notes.
Added
Additionally, on June 16, 2025, the Company issued €600.0 aggregate principal amount of unsecured 3.125% Senior Notes due June 16, 2032 (the “2032 Euro Notes”, and, together with the Existing Euro Notes, the “Euro Notes”). The Company and the Euro Issuer also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S.
Removed
Then, in October 2024, the Company issued the October Senior Notes: (i) $250.0 aggregate principal amount of the Additional 2027 Senior Notes, (ii) $750.0 aggregate principal amount of the 2035 Senior Notes and (iii) $500.0 aggregate principal amount of the 2054 Senior Notes.
Added
In August 2025, the Company entered into $1,500.0 10-year and $1,000.0 30-year notional treasury lock derivative instruments to hedge interest rate risk prior to the issuance of the November Senior Notes. In November 2025, the Company issued the November Senior Notes.
Removed
Any borrowings under the Commercial Paper Programs are subject to floating interest rates. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk related to changes in interest rates. As of December 31, 2024 and 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, U.S.
Added
The treasury locks were settled upon the issuance of the 4.625% Senior Notes and the 5.300% Senior Notes, respectively, for a cumulative loss of $88.0 ($67.4 after-tax). The cumulative after-tax loss was recorded in Accumulated other comprehensive income (loss) and is being amortized to Interest expense over the terms of the 4.625% Senior Notes and the 5.300% Senior Notes, respectively.
Removed
Commercial Paper Program and Euro Commercial Paper Pro gram. However , the Company borrowed under the U.S.
Added
Any borrowings under the Commercial Paper Programs are subject to floating interest rates. Borrowings under each Delayed Draw Term Loan bear interest at rates that fluctuate with a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating.
Added
The Floating Rate Senior Notes bear interest at a floating rate per annum, reset quarterly, equal to compounded SOFR, plus 0.53%. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk related to changes in interest rates.
Added
As of December 31, 2025 and 2024, the Company had no borrowings outstanding under the Revolving Credit Facility, Commercial Paper Pro grams and Delayed Draw Term Loans. However, the Company borrowed $1,534.1 under each of the Delayed Draw Term Loans in January 2026 to fund a portion of the consideration for the CommScope acquisition.

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