Item 8. Financial Statements and Supplementary Data

​

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

​

To the stockholders and the Board of Directors of Amphenol Corporation

​

Opinions on the Financial Statements and Internal Control over Financial Reporting

​

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity, and cash flow, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

​

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

​

Basis for Opinions

​

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

​

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

​

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

​

Definition and Limitations of Internal Control over Financial Reporting

​

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

​

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

​

Critical Audit Matter

​

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

​

Income Taxes — Unrecognized Tax Benefits — Refer to Notes 1 and 6 to the financial statements

​

Critical Audit Matter Description

​

The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

​

Management judgment is required to identify and evaluate each unrecognized tax benefit to determine whether the more likely than not recognition threshold has been met. Further, the evaluation of each unrecognized tax benefit requires management to apply specialized skill and knowledge related to the identified position. The Company has unrecognized tax benefits of $316.5 million, including penalties and interest, as of December 31, 2025.

​

We identified the liabilities for uncertain tax positions as a critical audit matter because of the complexity created by the multiple jurisdictions in which the Company files its tax returns, each of which may have differing and complex tax laws and regulations. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate management’s recognition and measurement of identified unrecognized tax benefits, and whether it is more likely than not that the tax position will be sustained.

​

How the Critical Audit Matter Was Addressed in the Audit

​

Our audit procedures related to uncertain tax positions included the following, among others:

​

	●	We tested the effectiveness of controls over the unrecognized tax benefits for income taxes, including management’s controls over the identification of uncertain tax positions, determination of whether it is more likely than not that the tax positions will be sustained, and recording of unrecognized tax benefits.

​

	●	With the assistance of our income tax specialists, we evaluated management’s significant judgements regarding unrecognized tax benefits including:

​

	o	Assessing the reasonableness of the methods and processes used by management to identify uncertain tax positions including but not limited to:

​

	◾	Evaluating former and ongoing tax audits and notices by tax authorities

​

	◾	Evaluating transactions for which third-party tax advice or tax opinions were received

​

	◾	Determining if there is any relevant additional information available that was not identified and considered in management’s assessment

​

	o	Assessing the technical merits of a sample of positions identified and the reasonableness of the methodology used to determine the unrecognized tax benefit.

​

	o	Evaluating management’s conclusion with respect to whether a sample of unrecognized tax benefits accounted for in prior periods have been effectively settled and/or whether the statute of limitations has expired and, if so, whether the resolution of the tax position has been appropriately accounted for in the financial statements.

​

	o	Evaluating a sample of tax positions that have not yet settled or are within statute to determine whether any new information regarding the sustainability of these tax positions or measurement of tax benefit is present and has been appropriately accounted for in the financial statements.

​

/s/ Deloitte & Touche LLP

​

Hartford, Connecticut

February 11, 2026

​

We have served as the Company’s auditor since 1997.

AMPHENOL CORPORATION

Consolidated Statements of Income

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

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​								​
​	​	Year Ended December 31,								​
​		2025		​ ​ ​	2024		​ ​ ​	2023
Net sales	​	$	23,094.7	​	$	15,222.7	​	$	12,554.7	​
Cost of sales	​		14,577.0	​		10,083.0	​		8,470.6	​
Gross profit	​		8,517.7	​		5,139.7	​		4,084.1	​
Acquisition-related expenses	​		103.4	​		127.4	​		34.6	​
Selling, general and administrative expenses	​		2,545.7	​		1,855.4	​		1,489.9	​
Operating income	​		5,868.6	​		3,156.9	​		2,559.6	​
​	​	​	​	​	​	​	​	​	​	​
Interest expense	​		(367.8)	​		(217.0)	​		(139.5)	​
Gain on bargain purchase acquisition	​		—	​		—	​		5.4	​
Other income (expense), net	​		99.9	​		72.0	​		29.3	​
Income before income taxes	​		5,600.7	​		3,011.9	​		2,454.8	​
Provision for income taxes	​		(1,295.4)	​	​	(570.3)	​		(509.3)	​
Net income	​	​	4,305.3	​	​	2,441.6	​	​	1,945.5	​
Less: Net income attributable to noncontrolling interests	​		(35.0)	​		(17.6)	​		(17.5)	​
Net income attributable to Amphenol Corporation	​	$	4,270.3	​	$	2,424.0	​	$	1,928.0	​
​	​	​	​	​	​	​	​	​	​	​
Net income attributable to Amphenol Corporation per common share — Basic	​	$	3.51	​	$	2.01	​	$	1.62	​
​	​	​	​	​	​	​	​	​	​	​
Weighted average common shares outstanding — Basic	​		1,218.2	​		1,203.8	​		1,193.0	​
​	​	​	​	​	​	​	​	​	​	​
Net income attributable to Amphenol Corporation per common share — Diluted	​	$	3.34	​	$	1.92	​	$	1.55	​
​	​	​	​	​	​	​	​	​	​	​
Weighted average common shares outstanding — Diluted	​		1,277.5	​		1,263.6	​		1,241.2	​
​	​	​	​	​	​	​	​	​	​	​
Dividends declared per common share	​	$	0.745	​	$	0.55	​	$	0.425	​

​

​

​

See accompanying notes to consolidated financial statements.

​

AMPHENOL CORPORATION

Consolidated Statements of Comprehensive Income

(dollars in millions)

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,								​
​		2025		​ ​ ​	2024		​ ​ ​	2023
​	​	​	​	​	​	​	​	​	​	​
Net income	​	$	4,305.3	​	$	2,441.6	​	$	1,945.5	​
​	​	​	​	​	​	​	​	​	​	​
Total other comprehensive income (loss), net of tax:	​	​	​	​	​	​	​	​	​	​
Foreign currency translation adjustments	​		289.6	​		(201.1)	​		(0.9)	​
Unrealized loss on hedging activities	​		(66.7)	​		—	​		—	​
Pension and postretirement benefit plan adjustment	​	​	18.1	​	​	16.6	​	​	1.1	​
Total other comprehensive income (loss), net of tax	​		241.0	​		(184.5)	​		0.2	​
​	​	​	​	​	​	​	​	​	​	​
Total comprehensive income	​		4,546.3	​		2,257.1	​		1,945.7	​
​	​	​	​	​	​	​	​	​	​	​
Less: Comprehensive income attributable to noncontrolling interests	​		(39.2)	​		(15.8)	​		(16.3)	​
​	​	​	​	​	​	​	​	​	​	​
Comprehensive income attributable to Amphenol Corporation	​	$	4,507.1	​	$	2,241.3	​	$	1,929.4	​

​

​

See accompanying notes to consolidated financial statements.

​

​

​

​

AMPHENOL CORPORATION

Consolidated Balance Sheets

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

​

​	​	​	​	​	​	​	​
​	​	December 31,					​
​		2025		​	2024
ASSETS	​	​	​	​	​	​	​
Current Assets:	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	11,130.6	​	$	3,317.0	​
Short-term investments	​		303.6	​		18.4	​
Total cash, cash equivalents and short-term investments	​		11,434.2	​		3,335.4	​
Accounts receivable, less allowance for doubtful accounts of $99.3 and $66.5, respectively	​		4,717.1	​		3,287.9	​
Inventories	​		3,424.9	​		2,545.7	​
Prepaid expenses and other current assets	​		691.0	​		517.0	​
Total current assets	​		20,267.2	​		9,686.0	​
​	​	​	​	​	​	​	​
Property, plant and equipment, net	​		2,305.6	​		1,711.8	​
Goodwill	​	​	10,575.4	​	​	8,236.2	​
Other intangible assets, net	​		2,241.4	​		1,225.1	​
Other long-term assets	​	​	847.3	​	​	581.1	​
Total Assets	​	$	36,236.9	​	$	21,440.2	​
​	​	​	​	​	​	​	​
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	​	​	​	​	​	​	​
Current Liabilities:	​	​	​	​	​	​	​
Accounts payable	​	$	2,661.9	​	$	1,819.4	​
Accrued salaries, wages and employee benefits	​		767.7	​		529.8	​
Accrued income taxes	​		482.9	​		199.0	​
Accrued dividends	​	​	306.7	​	​	199.5	​
Other accrued expenses	​		1,646.4	​		934.4	​
Current portion of long-term debt	​		937.2	​		401.7	​
Total current liabilities	​		6,802.8	​		4,083.8	​
​	​	​	​	​	​	​	​
Long-term debt, less current portion	​		14,564.8	​		6,484.4	​
Accrued pension and postretirement benefit obligations	​		138.2	​		129.8	​
Deferred income taxes	​	​	432.9	​	​	376.7	​
Other long-term liabilities	​		788.5	​		509.4	​
Total Liabilities	​	​	22,727.2	​	​	11,584.1	​
Commitments and contingent liabilities (Note 14)	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
Redeemable noncontrolling interests	​	​	9.3	​	​	8.7	​
​	​	​	​	​	​	​	​
Equity:	​	​	​	​	​	​	​
Common stock	​	​	​	​	​	​	​
Class A Common Stock, $0.001 par value; 5,000.0 shares authorized, 1,228.9 shares issued and 1,226.6 shares outstanding at December 31, 2025; 2,000.0 shares authorized, 1,212.9 shares issued and 1,209.3 shares outstanding at December 31, 2024	​		1.2	​	​	1.2	​
Additional paid-in capital	​		4,232.9	​		3,601.8	​
Retained earnings	​		9,854.3	​		7,105.0	​
Treasury stock, at cost; 2.4 shares and 3.6 shares as of December 31, 2025 and 2024, respectively	​	​	(195.8)	​	​	(199.7)	​
Accumulated other comprehensive loss	​		(479.5)	​		(716.3)	​
Total stockholders’ equity attributable to Amphenol Corporation	​		13,413.1	​		9,792.0	​
​	​	​	​	​	​	​	​
Noncontrolling interests	​		87.3	​		55.4	​
Total Equity	​		13,500.4	​		9,847.4	​
Total Liabilities, Redeemable Noncontrolling Interests and Equity	​	$	36,236.9	​	$	21,440.2	​

​

See accompanying notes to consolidated financial statements.

​

​

AMPHENOL CORPORATION

Consolidated Statements of Changes in Equity

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

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Stockholders’ equity attributable to Amphenol Corporation																		​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Accumulated		​	​	​	​	​	​	​	Redeemable		​
​	​	​	​	​	​	​	​	​	​	​	​	Additional		​	​	​	​	Other		​	Non-		​	​	​	​	Non-		​
​	​	Common Stock				​	Treasury Stock				​	Paid-in		​	Retained		​	Comprehensive		​	controlling		​	Total		​	controlling		​
​	​	Shares	​	Amount		​	Shares	​	Amount		​ ​	Capital		​	Earnings		​	Loss		​	Interests (1)		​	Equity		​	Interests		​
Balance as of January 1, 2023		1,192.0	​	$	1.2	​	(2.4)	​	$	(79.8)	​	$	2,649.8	​	$	4,979.4	​	$	(535.0)	​	$	57.9	​	$	7,073.5	​	$	20.6	​
Net income	​	​	​	​	​	​	​	​	​	​	​	​	​	​		1,928.0	​	​	​	​		15.6	​		1,943.6	​		1.9	​
Other comprehensive income (loss)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		1.4	​		(1.2)	​		0.2	​		—	​
Acquisitions resulting in noncontrolling interests	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	1.0	​	​	1.0	​	​	8.2	​
Distributions to shareholders of noncontrolling interests	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		(24.0)	​		(24.0)	​		​	​
Purchase of treasury stock	​	​	​	​	​	​	(14.4)	​		(585.1)	​	​	​	​	​	​	​	​	​	​	​	​	​		(585.1)	​	​	​	​
Retirement of treasury stock		(10.9)	​		—	​	10.9	​		435.8	​	​	​	​		(435.8)	​	​	​	​	​	​	​		—	​	​	​	​
Stock options exercised		20.2	​		—	​	2.4	​	​	86.3	​		351.8	​	​	(43.1)	​	​	​	​	​	​	​		395.0	​	​	​	​
Dividends declared ($0.425 per common share)	​	​	​	​	​	​	​	​	​	​	​	​	​	​		(507.4)	​	​	​	​	​	​	​		(507.4)	​	​	​	​
Stock-based compensation expense	​	​	​	​	​	​	​	​	​	​	​		99.0	​	​	​	​	​	​	​	​	​	​		99.0	​	​	​	​
Balance as of December 31, 2023		1,201.3	​	​	1.2	​	(3.5)	​	​	(142.8)	​	​	3,100.6	​	​	5,921.1	​	​	(533.6)	​	​	49.3	​	​	8,395.8	​	​	30.7	​
Net income	​	​	​	​	​	​	​	​	​	​	​	​	​	​		2,424.0	​	​	​	​		16.0	​		2,440.0	​		1.6	​
Other comprehensive income (loss)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		(182.7)	​		(1.3)	​		(184.0)	​		(0.5)	​
Capital contributions from noncontrolling interests	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	1.5	​	​	1.5	​	​	​	​
Purchase of noncontrolling interest	​	​	​	​	​	​	​	​	​	​	​	​	0.2	​	​	​	​	​	​	​		(0.1)	​		0.1	​		(23.1)	​
Distributions to shareholders of noncontrolling interests	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		(10.0)	​		(10.0)	​		​	​
Purchase of treasury stock	​	​	​	​	​	​	(11.1)	​		(689.3)	​	​	​	​	​	​	​	​	​	​	​	​	​		(689.3)	​	​	​	​
Retirement of treasury stock		(8.3)	​		—	​	8.3	​		513.1	​	​	​	​		(513.1)	​	​	​	​	​	​	​		—	​	​	​	​
Stock options exercised		19.9	​		—	​	2.7	​	​	119.3	​		391.5	​	​	(64.1)	​	​	​	​	​	​	​		446.7	​	​	​	​
Dividends declared ($0.55 per common share)	​	​	​	​	​	​	​	​	​	​	​	​	​	​		(662.9)	​	​	​	​	​	​	​		(662.9)	​	​	​	​
Stock-based compensation expense	​	​	​	​	​	​	​	​	​	​	​		109.5	​	​	​	​	​	​	​	​	​	​		109.5	​	​	​	​
Balance as of December 31, 2024		1,212.9	​	​	1.2	​	(3.6)	​	​	(199.7)	​	​	3,601.8	​	​	7,105.0	​	​	(716.3)	​	​	55.4	​	​	9,847.4	​	​	8.7	​
Net income	​	​	​	​	​	​	​	​	​	​	​	​	​	​		4,270.3	​	​	​	​		34.6	​		4,304.9	​		0.4	​
Other comprehensive income (loss)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		236.8	​		3.1	​		239.9	​		1.1	​
Purchase of noncontrolling interest	​	​	​	​	​	​	​	​	​	​	​	​	0.7	​	​	​	​	​	​	​	​	​	​	​	0.7	​	​	(0.9)	​
Distributions to shareholders of noncontrolling interests	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		(5.8)	​		(5.8)	​		​	​
Purchase of treasury stock	​	​	​	​	​	​	(7.4)	​		(665.2)	​	​	​	​	​	​	​	​	​	​	​	​	​		(665.2)	​	​	​	​
Retirement of treasury stock		(6.0)	​		—	​	6.0	​		512.3	​	​	​	​		(512.3)	​	​	​	​	​	​	​		—	​	​	​	​
Stock options exercised		22.0	​		—	​	2.6	​	​	156.8	​		495.0	​	​	(99.4)	​	​	​	​	​	​	​		552.4	​	​	​	​
Dividends declared ($0.745 per common share)	​	​	​	​	​	​	​	​	​	​	​	​	​	​		(909.3)	​	​	​	​	​	​	​		(909.3)	​	​	​	​
Stock-based compensation expense	​	​	​	​	​	​	​	​	​	​	​		135.4	​	​	​	​	​	​	​	​	​	​		135.4	​	​	​	​
Balance as of December 31, 2025		1,228.9	​	$	1.2	​	(2.4)	​	$	(195.8)	​	$	4,232.9	​	$	9,854.3	​	$	(479.5)	​	$	87.3	​	$	13,500.4	​	$	9.3	​

(1)	Excludes redeemable noncontrolling interests.

​

See accompanying notes to consolidated financial statements.

​

AMPHENOL CORPORATION

Consolidated Statements of Cash Flow

(dollars in millions)

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,								​
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Cash from operating activities:	​	​	​	​	​	​	​	​	​	​
Net income	​	$	4,305.3	​	$	2,441.6	​	$	1,945.5	​
Adjustments to reconcile net income to net cash provided by operating activities:	​	​	​	​	​	​	​	​	​	​
Depreciation and amortization	​		922.4	​		572.5	​		406.4	​
Stock-based compensation expense	​		135.4	​		109.5	​		99.0	​
Deferred income tax benefit	​		(65.6)	​	​	(82.8)	​	​	(58.8)	​
Gain on bargain purchase acquisition	​		—	​		—	​		(5.4)	​
Net change in operating assets and liabilities, excluding effects of acquisitions:	​	​	​	​	​	​	​	​	​	​
Accounts receivable, net	​		(964.4)	​	​	(586.8)	​	​	146.4	​
Inventories	​		(487.4)	​	​	(200.1)	​	​	71.4	​
Prepaid expenses and other current assets	​		(150.7)	​	​	(106.8)	​	​	(34.1)	​
Accounts payable	​		554.1	​	​	423.1	​	​	(34.6)	​
Accrued income taxes	​		276.9	​	​	3.1	​	​	7.7	​
Other accrued liabilities	​		739.2	​	​	257.0	​	​	(7.0)	​
Accrued pension and postretirement benefits	​		0.1	​	​	(2.4)	​	​	(0.3)	​
Other long-term assets and liabilities	​		109.4	​	​	(13.2)	​	​	(7.5)	​
Net cash provided by operating activities	​		5,374.7	​		2,814.7	​		2,528.7	​
​	​	​	​	​	​	​	​	​	​	​
Cash from investing activities:	​	​	​	​	​	​	​	​	​	​
Capital expenditures	​		(996.6)	​		(665.4)	​		(372.8)	​
Proceeds from disposals of property, plant and equipment	​		14.8	​		7.8	​		4.0	​
Purchases of investments	​		(309.3)	​		(26.2)	​		(305.7)	​
Sales and maturities of investments	​		27.6	​		189.7	​		246.3	​
Acquisitions, net of cash acquired	​		(3,818.6)	​		(2,156.4)	​		(970.4)	​
Other, net	​	​	—	​	​	1.9	​	​	4.9	​
Net cash used in investing activities	​		(5,082.1)	​		(2,648.6)	​		(1,393.7)	​
​	​	​	​	​	​	​	​	​	​	​
Cash from financing activities:	​	​	​	​	​	​	​	​	​	​
Proceeds from issuance of senior notes and other long-term debt	​		8,921.7	​		2,991.3	​		354.9	​
Repayments of senior notes and other long-term debt	​		(401.7)	​	​	(364.4)	​	​	(15.7)	​
(Repayments) borrowings under commercial paper programs, net	​	​	—	​	​	—	​	​	(632.6)	​
Payment of costs related to debt financing	​		(89.1)	​		(28.4)	​		(2.3)	​
Payment of deferred purchase price related to acquisitions	​	​	—	​		—	​	​	(1.5)	​
Purchase of treasury stock	​		(665.2)	​		(689.3)	​		(585.1)	​
Proceeds from exercise of stock options	​	​	553.0	​	​	447.4	​	​	394.5	​
Distributions to and purchases of noncontrolling interests	​	​	(5.8)	​	​	(33.0)	​	​	(24.0)	​
Dividend payments	​		(802.2)	​		(595.1)	​		(500.6)	​
Treasury lock settlement	​	​	(88.0)	​	​	—	​	​	—	​
Other, net	​	​	0.5	​	​	1.4	​	​	—	​
Net cash provided by (used in) financing activities	​		7,423.2	​		1,729.9	​		(1,012.4)	​
​	​	​	​	​	​	​	​	​	​	​
Effect of exchange rate changes on cash and cash equivalents	​		97.8	​		(54.0)	​		(20.7)	​
​	​	​	​	​	​	​	​	​	​	​
Net increase in cash and cash equivalents	​		7,813.6	​		1,842.0	​		101.9	​
Cash and cash equivalents balance, beginning of year	​		3,317.0	​		1,475.0	​		1,373.1	​
Cash and cash equivalents balance, end of year	​	$	11,130.6	​	$	3,317.0	​	$	1,475.0	​
​	​	​	​	​	​	​	​	​	​	​
Cash paid during the year for:	​	​	​	​	​	​	​	​	​	​
Interest	​	$	288.1	​	$	179.5	​	$	129.2	​
Income taxes, net	​		1,084.1	​		650.0	​		560.4	​

​

See accompanying notes to consolidated financial statements.

​

AMPHENOL CORPORATION

Notes to Consolidated Financial Statements

​

(All amounts included in the following Notes to Consolidated Financial Statements are presented in millions, except share and per share data, unless otherwise noted)

​

​

Note 1—Summary of Significant Accounting Policies

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Business

​

Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”) 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. The Company sells its products to customers worldwide.

​

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 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.

​

All segment information throughout the Consolidated Financial Statements and Notes to Consolidated Financial Statements is presented in accordance with the three reportable business segments. Refer to Note 13 herein for further details related to the Company’s reportable business segments.

​

Use of Estimates

​

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) 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. The Company’s management evaluates these significant estimates and assumptions that affect the consolidated financial statements and related disclosures. Estimates used in calculating certain accounts, including but not limited to, the allowance for doubtful accounts, provisions for slow-moving or obsolete inventory, revenue recognition, income taxes and related valuation allowances, goodwill and intangible assets from acquisitions, and pensions, are developed based on historical experience or other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates.

​

Principles of Consolidation

​

The consolidated financial statements are prepared in U.S. dollars and include the accounts of the Company and its wholly owned and majority-owned subsidiaries. Intercompany account balances and transactions have been eliminated in consolidation. The results of companies acquired are included in the Consolidated Financial Statements from the effective date of acquisition. The Company’s results of operations for each of the three years ended December 31, 2025 may not necessarily be indicative of its future operating results. The accompanying Financial Statements and Notes herein reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with U.S. GAAP.

​

Cash and Cash Equivalents

​

Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. The carrying amounts approximate fair values of those instruments, the majority of which are typically in non-U.S. bank accounts. However, as of December 31, 2025, more than half of the Company’s cash and cash equivalents on hand was located in the United States, primarily as a result of the proceeds from the issuance of the November Senior Notes, as discussed in more detail in Note 4 herein.

​

Short-term and Long-term Investments

​

Short-term investments primarily consist of certificates of deposit with original or remaining maturities of 12 months or less. Long-term investments primarily consist of certificates of deposit with original and remaining maturities of more than 12 months. The carrying amounts of these short-term and long-term investments approximate their respective fair values, the vast majority of which are in non-U.S. bank accounts. Short-term investments are presented separately as its own line item on the Consolidated Balance Sheets. Long-term investments are recorded in Other long-term assets on the Consolidated Balance Sheets.

​

Accounts Receivable

​

Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. The Company assesses and records an allowance for expected credit losses on accounts receivable.

​

Inventories

​

Inventories are stated at the lower of cost or net realizable value. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand.

​

Depreciable Assets

​

Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and equipment and office equipment and 20 to 40 years for buildings. Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income, dependent upon the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property, plant and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no impairments recorded in 2025, 2024 or 2023 as a result of such reviews.

​

Purchases of property, plant and equipment were $1,040.3 and $665.4 for the years ended December 31, 2025 and 2024, respectively. Capital expenditures, which includes both purchases of property, plant and equipment and amounts included in Accounts payable, for the years ended December 31, 2025 and 2024, primarily related to investments in manufacturing capabilities, both in the U.S. and internationally. Capital expenditures included in Accounts payable were $207.0 and $163.3 as of December 31, 2025 and 2024, respectively, which primarily related to these investments.

​

Leases

​

Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. Lease right-of-use (“ROU”) assets and lease liabilities for existing operating leases are recognized on the Consolidated Balance Sheets. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 2 and 12 years. The remaining leases primarily consist of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). We account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.

​

Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods.

​

Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases and unless there is an economic, financial or business reason to do so, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability).

​

Refer to Note 10 herein for further information related to our lease portfolio.

​

Goodwill

​

Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations. The Company performs its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization. The Company continues to define its reporting units as the three reportable business segments.

​

Annually, the Company performs its goodwill impairment assessment on its three reporting units. In the third quarter of 2025, as part of its annual evaluations, the Company performed a quantitative goodwill impairment assessment for each reporting unit. As part of the quantitative assessment, the Company estimated the fair value of each of its reporting units using an equal weighting of the market and income approaches, which the Company believes provide the best indicators of their fair value. The market approach utilizes market prices and other relevant metrics for comparable publicly-traded companies with similar operating and investment characteristics, as well as recent transactions of similar businesses within the industry, while the income approach is based on estimate discounted future cash flows. Significant estimates and assumptions were used in the Company’s goodwill impairment assessment, including both historical and projected revenue and profitability data, the determination and selection of appropriate publicly-traded market comparison companies, and the calculation of comparable earnings-based and other multiples derived from comparable publicly-traded companies and from recent transactions within the industry. As part of its quantitative approach, the Company evaluated whether there were reasonably likely changes to management’s estimates and assumptions that would have a material impact on the results of the goodwill impairment assessment. In the third quarter of 2024, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2025 and 2024, the Company determined that it was more likely than not that the fair value of each of its reporting units was substantially in excess of their respective carrying amounts and, therefore, no goodwill impairment resulted from the assessments as of July 1, 2025 and 2024.

​

The Company has not recognized any goodwill impairment in 2025, 2024 or 2023 in connection with its annual impairment assessments. Refer to Note 12 herein for further details related to the carrying amount of goodwill by segment.

​

Intangible Assets

​

Other than goodwill, intangible assets primarily consist of customer relationships, proprietary technology, acquired backlog and license agreements and are generally amortized over the estimated periods of benefit. The fair value associated with acquired identifiable intangible assets are generally valued based on discounted cash flow analyses, independent appraisals and certain estimates made by management. The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment. In the third quarter of 2025, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment associated with the Company’s intangible assets in 2025, 2024 or 2023 as a result of such reviews.

​

Acquisitions

​

The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Any subsequent adjustments to the purchase price allocation prior to the completion of the measurement period will be reflected as an adjustment to goodwill in the period in which the adjustments are identified. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.

​

Revenue Recognition

​

The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. The vast majority of our sales are recognized when products are shipped from our facilities or delivered to our customers, depending on the respective contractual terms. A nominal portion of our contracts have revenue recognized over time as control of the goods transfers, rather than when the goods are delivered, and title, risk and reward of ownership are passed to the customer, since they have no alternative use and for which the Company has an enforceable right to payment, including a reasonable profit margin, from the customer for performance completed to date. Refer to Note 13 herein for further discussion regarding the Company’s disaggregation of net sales.

​

The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and 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. Revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. 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. With limited exceptions, the Company recognizes revenue at the point in time when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the product arrives at its destination. 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. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods, which is generally commensurate with this transfer of control. 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.

​

The Company receives customer orders negotiated with multiple delivery dates that may extend across more than one reporting period until the contract is fulfilled, the end of the order period is reached, or a pre-determined maximum order value has been reached. Orders typically fluctuate from quarter to quarter based on customer demand and general business conditions. It is generally expected that a substantial portion of our remaining performance obligations will be fulfilled within three months. Nearly all of our performance obligations are fulfilled within one year. Since our performance obligations are part of contracts that generally have original durations of one year or less, we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of December 31, 2025 and 2024.

​

Sales to Distributors and Resellers

​

Sales to certain distributors and resellers are made under terms allowing certain price adjustments and limited rights of return of the Company’s products held in their inventory or upon sale to their end customers. The Company maintains a reserve for unprocessed and estimated future price adjustment claims and returns as a refund liability. The reserve is recorded as a reduction to revenue in the same period that the related revenue is recorded and is calculated based on an analysis of historical claims and returns over a period of time to appropriately account for current pricing and business trends. Similarly, sales returns and allowances are recorded based on historical return rates, as a reduction to revenue with a corresponding reduction to cost of sales for the estimated cost of inventory that is expected to be returned. These reserves were not material to the Consolidated Balance Sheets as of December 31, 2025 and 2024.

​

Warranty

​

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. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends, and record warranty expense in Cost of sales in the Consolidated Statements of Income. Warranty liabilities and related warranty expense have not been and were not material in the accompanying Consolidated Financial Statements as of and for the years ended December 31, 2025, 2024 and 2023.

​

Shipping and Handling Costs

​

The Company accounts for shipping and handling activities related to contracts with customers as a cost to fulfill our promise to transfer control of the related product, including any such costs incurred after the customer has obtained control of the goods. Shipping and handling costs are generally charged to and paid by the majority of our customers as part of the contract. For a nominal portion of our customer contracts, primarily for certain customers in the communications networks market (a market primarily in the Communications Solutions segment), such costs are not separately charged to the customers. Shipping and handling costs are included in Cost of sales in the accompanying Consolidated Statements of Income.

​

Contract Assets and Contract Liabilities

​

The Company records contract assets or contract liabilities depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Contract assets represent unbilled receivables, which generally arise when revenue recognized over time exceed amounts billed to customers. Contract liabilities represent billings or advanced consideration received from customers in excess of revenue recognized to date. As the Company’s performance obligations are typically less than one year, these amounts are generally recorded as current in the accompanying Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of December 31, 2025 and 2024. Contract assets and contract liabilities recorded in the Consolidated Balance Sheets were not material as of December 31, 2025 and 2024.

​

Contract Costs

​

The Company’s policy is to capitalize any incremental costs incurred to obtain a customer contract, only to the extent that such costs are explicitly chargeable to the customer and the benefit associated with the costs is expected to be longer than one year. Otherwise, such costs are expensed as incurred and recorded within Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. Incremental costs to fulfill customer orders, which are mostly comprised of pre-production and set-up costs, are generally capitalized to the extent such costs are contractually guaranteed to be reimbursed by the customer. Otherwise, such costs are expensed as incurred. Capitalized contract costs to obtain a contract or to fulfill a contract that are not accounted for under other existing accounting standards are recorded as either other current or long-term assets on the accompanying Consolidated Balance Sheets, depending on the timing of when the Company expects to recognize the expense, and are generally amortized consistent with the timing of when transfer of control of the related goods occurs. Such capitalized contract costs were not material as of December 31, 2025 and 2024, and the related amortization expense was not material for the years ended December 31, 2025, 2024 and 2023.

​

Retirement Pension Plans

​

Costs for retirement pension plans include current service costs and amortization of prior service costs over the average working life expectancy. It is the Company’s policy to fund current pension costs taking into consideration minimum funding requirements and maximum tax deductible limitations. The expense of retiree medical benefit programs is recognized during the employees’ service with the Company. The recognition of expense and the related obligation for retirement pension plans and medical benefit programs is significantly impacted by estimates and assumptions made by management such as discount rates used to value certain liabilities, expected return on assets, mortality projections and future health care costs. The Company uses third-party specialists such as actuaries and investment advisors to assist management in appropriately measuring the expense and obligations associated with pension and other postretirement plan benefits.

​

Stock-Based Compensation

​

The Company accounts for its stock option, restricted share and phantom stock awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

​

Income Taxes

​

Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends 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. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered.

​

The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.

​

As a result of the U.S. Tax Cuts and Jobs Act of 2017 (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. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.

​

Foreign Currency Translation

​

The financial position and results of operations of the Company’s foreign subsidiaries are measured, in most cases, using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales in the accompanying Consolidated Statements of Income.

​

Research and Development

​

Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $647.0, $453.0 and $342.2 for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

​

Environmental Obligations

​

The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans.

​

Net Income per Common Share

​

Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, including dilutive common shares, the dilutive effect of which relates to stock options. Diluted earnings per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. Refer to Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted) for Amphenol Corporation.

​

Treasury Stock

​

Treasury stock purchases are recorded at cost. Any issuances from treasury shares are recorded using the weighted average cost method.

​

Noncontrolling Interests

​

The Company presents equity attributable to noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrolling interests do not have redemption features that would otherwise result in such noncontrolling interests being considered redeemable, as discussed below. Net income attributable to noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company.

​

Redeemable Noncontrolling Interests

​

The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities and equity, of the Consolidated Balance Sheets, to the extent that such noncontrolling interests have redemption features, such as a put option, that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company. Due to its redeemable features that are outside the control of the Company, the redeemable noncontrolling interest is and will continue to be reported in the mezzanine section in the Consolidated Balance Sheets for as long as the put option is exercisable by the option holder. The carrying amount of the redeemable noncontrolling interest, initially valued at fair value as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption value or (ii) carrying value of the noncontrolling interest, adjusted each reporting period for income or loss attributable to the noncontrolling interest and any distributions made to date. The redemption value is generally calculated based on a multiple of earnings. Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized in Additional paid-in capital in the Consolidated Balance Sheets. Net income attributable to redeemable noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the redeemable noncontrolling interests’ share in net income of the Company. Refer to Note 5 herein for further details related to the redeemable noncontrolling interests.

​

Derivative Financial Instruments

​

The Company records each of its derivatives at fair value within the accompanying Consolidated Balance Sheets, and the respective accounting treatment for each derivative is based on its hedge designation. We do not enter into derivative financial instruments 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. Refer to Note 5 herein for further discussion of our derivative financial instruments.

​

Cash Flow Hedges

​

From time to time, the Company utilizes derivative financial instruments in the management of interest rate and foreign currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of December 31, 2025 and 2024, there were no outstanding cash flow hedge contracts. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with that of the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. Cash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.

​

The Company has used treasury lock derivative instruments to hedge the exposure to changes in benchmark interest rates associated with forecasted issuances of fixed-rate debt. In August 2025, the Company entered into $1,500.0 10-year and $1,000.0 30-year notional treasury lock derivative instruments, which were settled upon the issuance of the November Senior Notes as discussed in Note 5 herein. As of December 31, 2025, there were no outstanding treasury lock derivative instruments. Gains and losses on the effective portion of treasury lock derivative instruments resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss) and amortized to Interest expense over the term of the related debt upon issuance. Any ineffective portion is recognized immediately in interest expense. Cash flows associated with treasury locks are classified and reported within financing activities in the Consolidated Statements of Cash Flow.

​

Net Investment Hedges

​

The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our foreign subsidiaries and, by extension, the U.S. dollar equivalent of any foreign earnings repatriated to the U.S. due to potential changes in foreign currency exchange rates. As a result, from time to time, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2025 and 2024, there were no outstanding net investment hedge contracts, and, as such, the aggregate notional value of our outstanding net investment hedge contracts was nil. However, in June 2025, the Company issued the 2032 Euro Notes as discussed in Note 4 herein, which have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries. For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The gain or loss will be subsequently reclassified into net earnings if the net investment in the hedged foreign operation is either sold or substantially liquidated. Cash flows associated with net investment hedges are classified and reported within investing activities in the Consolidated Statements of Cash Flow. Cash flows associated with net investment hedges were not material for the years ended December 31, 2025, 2024 and 2023.

​

Non-Designated Derivatives

​

The Company enters into certain derivative financial instruments, from time to time, that are not designated as hedging instruments. The Company enters into such foreign exchange forward contracts to reduce and minimize the impact of foreign currency fluctuations arising from the change in fair value of certain foreign currency denominated assets and liabilities. These non-designated derivative instruments are adjusted to fair value each period through earnings, within the financial statement line item to which the derivative instrument relates. For each of the three years ended December 31, 2025, such non-designated derivative instruments, including their impact to the Consolidated Statements of Income, were not material to the Company. Cash flows associated with non-designated hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.

​

Recent Accounting Pronouncements

​

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The intent of ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are required to pay. Specifically, these new disclosure requirements provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow prospects. ASU 2023-09 is effective for annual fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments under ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted. As part of this Annual Report, the Company adopted ASU 2023-09, which was applied prospectively. Refer to Note 6 herein for further details regarding this adoption.

​

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The intent of ASU 2024-03 is to improve financial statement disclosures regarding information about certain costs and expenses. Specifically, ASU 2024-03 requires the disaggregation of significant expenses within the income statement expense line items, including, but not limited to, purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses, among others, as well as a qualitative description of the remaining amounts not separately disaggregated quantitatively. ASU 2024-03 is effective for annual fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments under ASU 2024-03 should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the potential impact of ASU 2024-03 on its consolidated financial statements and disclosures.

​

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. GAAP. Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments under ASU 2025-11 should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the potential impact of ASU 2025-11 on its interim consolidated financial statements and disclosures.

​

Note 2—Inventories

​

The components of Inventories are comprised of:

​

​	​	​	​	​	​	​
​	​	December 31,
​	​	2025		​ ​ ​	2024
Raw materials and supplies	​	$	1,413.0	​	$	1,102.5
Work in process	​		960.3	​		703.5
Finished goods	​		1,051.6	​		739.7
​	​	$	3,424.9	​	$	2,545.7

​

​

Note 3—Property, Plant and Equipment, Net

​

The components of Property, plant and equipment, net are summarized as follows:

​

​	​	​	​	​	​	​
​	​	December 31,
​	​	2025		​ ​ ​	2024
Land and improvements	​	$	72.5	​	$	47.7
Buildings and improvements	​		702.4	​		543.0
Machinery and equipment	​		3,919.1	​		3,042.8
Office equipment and other	​		707.6	​		542.6
​	​		5,401.6	​		4,176.1
Accumulated depreciation	​		(3,096.0)	​		(2,464.3)
​	​	$	2,305.6	​	$	1,711.8

​

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $640.1, $390.6 and $313.7, respectively.

​

Note 4—Debt

​

The Company’s debt consists of the following:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	December 31, 2025					​	December 31, 2024
​		​	​ ​ ​	Carrying		​ ​ ​	Approximate		​ ​ ​	Carrying		​ ​ ​	Approximate
​		Maturity	​	Amount		​	Fair Value (1)		​	Amount		​	Fair Value (1)		​
Revolving Credit Facility		March 2029	​ ​ ​	$	—	​	$	—	​	$	—	​	$	—	​
U.S. Commercial Paper Program (less unamortized discount of nil at December 31, 2025 and 2024)		March 2029	​ ​ ​	​	—	​	​	—	​	​	—	​	​	—	​
Euro Commercial Paper Program		March 2029	​ ​ ​	​	—	​	​	—	​	​	—	​	​	—	​
2.050% Senior Notes (less unamortized discount of nil at December 31, 2024)		March 2025	​ ​ ​	​	—	​	​	—	​	​	400.0	​	​	398.0	​
4.750% Senior Notes (less unamortized discount of $0.1 and $0.5 at December 31, 2025 and 2024, respectively)	​	March 2026	​	​	349.9	​	​	350.8	​	​	349.5	​	​	350.0	​
0.750% Euro Senior Notes (less unamortized discount of $0.1 and $0.5 at December 31, 2025 and 2024, respectively)		May 2026	​ ​ ​	​	586.5	​	​	584.2	​	​	518.6	​	​	505.8	​
5.050% Senior Notes (plus unamortized premium of $1.2 and $2.2 at December 31, 2025 and 2024, respectively)	​	April 2027	​	​	701.2	​	​	709.8	​	​	702.2	​	​	706.1	​
Floating Rate Senior Notes (less unamortized discount of nil at December 31, 2025)	​	November 2027	​	​	500.0	​	​	501.0	​	​	—	​	​	—	​
3.800% Senior Notes (less unamortized discount of $0.5 at December 31, 2025)	​	November 2027	​	​	749.5	​	​	749.5	​	​	—	​	​	—	​
4.375% Senior Notes (less unamortized discount of $0.5 at December 31, 2025)	​	June 2028	​	​	749.5	​	​	757.5	​	​	—	​	​	—	​
2.000% Euro Senior Notes (less unamortized discount of $0.8 and $1.1 at December 31, 2025 and 2024, respectively)		October 2028	​ ​ ​	​	585.8	​	​	578.2	​	​	518.2	​	​	505.9	​
3.900% Senior Notes (less unamortized discount of $0.8 at December 31, 2025)	​	November 2028	​	​	749.2	​	​	747.7	​	​	—	​	​	—	​
5.050% Senior Notes (less unamortized discount of $0.3 and $0.4 at December 31, 2025 and 2024, respectively)	​	April 2029	​	​	449.7	​	​	463.0	​	​	449.6	​	​	452.4	​
4.350% Senior Notes (less unamortized discount of $0.2 and $0.2 at December 31, 2025 and 2024, respectively)		June 2029	​ ​ ​	​	499.8	​	​	502.4	​	​	499.8	​	​	489.1	​
2.800% Senior Notes (less unamortized discount of $0.3 and $0.4 at December 31, 2025 and 2024, respectively)		February 2030	​ ​ ​	​	899.7	​	​	853.9	​	​	899.6	​	​	814.1	​
4.125% Senior Notes (less unamortized discount of $1.0 at December 31, 2025)	​	November 2030	​	​	999.0	​	​	993.8	​	​	—	​	​	—	​
2.200% Senior Notes (less unamortized discount of $1.6 and $1.8 at December 31, 2025 and 2024, respectively)		September 2031	​ ​ ​	​	748.4	​	​	669.4	​	​	748.2	​	​	624.9	​
3.125% Euro Senior Notes (less unamortized discount of $4.9 at December 31, 2025)	​	June 2032	​	​	699.1	​	​	697.2	​	​	—	​	​	—	​
4.400% Senior Notes (less unamortized discount of $1.5 at December 31, 2025)	​	February 2033	​	​	1,248.5	​	​	1,236.4	​	​	—	​	​	—	​
5.250% Senior Notes (less unamortized discount of $0.5 and $0.6 at December 31, 2025 and 2024, respectively)	​	April 2034	​	​	599.5	​	​	623.0	​	​	599.4	​	​	601.0	​
5.000% Senior Notes (less unamortized discount of $3.3 and $3.7 at December 31, 2025 and 2024, respectively)	​	January 2035	​	​	746.7	​	​	762.9	​	​	746.3	​	​	731.3	​
4.625% Senior Notes (less unamortized discount of $1.7 at December 31, 2025)	​	February 2036	​	​	1,598.3	​	​	1,569.1	​	​	—	​	​	—	​
5.375% Senior Notes (less unamortized discount of $7.5 and $7.8 at December 31, 2025 and 2024, respectively)	​	November 2054	​	​	492.5	​	​	485.8	​	​	492.2	​	​	476.1	​
5.300% Senior Notes (less unamortized discount of $2.7 at December 31, 2025)	​	November 2055	​	​	1,647.3	​	​	1,575.4	​	​	—	​	​	—	​
Other debt		2026-2032	​ ​ ​	​	1.8	​	​	1.8	​		4.3	​	​	4.3	​
Less: unamortized deferred debt issuance costs		​	​ ​ ​	​	(99.9)	​	​	—	​	​	(41.8)	​	​	—	​
Total debt		​	​ ​ ​	​	15,502.0	​	​	15,412.8	​		6,886.1	​		6,659.0	​
Less: current portion		​	​ ​ ​	​	937.2	​		935.8	​		401.7	​		399.7	​
Total long-term debt		​	​ ​ ​	$	14,564.8	​	$	14,477.0	​	$	6,484.4	​	$	6,259.3	​

(1)	The fair value of each series of the Company’s Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5).

​

Delayed Draw Term Loans

​

On August 22, 2025, the Company entered into (i) a three-year, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “Three-Year Delayed Draw Term Loan”), which is scheduled to mature on the three-year anniversary of the funding date, and (ii) a 364-day, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans,” and individually, a “Delayed Draw Term Loan”), which is scheduled to mature on the date that is 364 days after the funding date. Each Delayed Draw Term Loan may only be drawn in a single drawing over the life of the applicable facility. Each Delayed Draw Term Loan may be repaid at any time without premium or penalty and, once repaid, cannot be reborrowed. Interest rates under each Delayed Draw Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating. The carrying value of any borrowings under each Delayed Draw Term Loan would approximate their fair value, primarily due to its market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5). On November 13, 2025, the aggregate commitment amount in respect of each of the Delayed Draw Term Loans was individually reduced to $1,534.1. As of December 31, 2025, the Company had not yet drawn upon either Delayed Draw Term Loan. However, in January 2026, the Company drew the full $1,534.1 available under each of the Delayed Draw Term Loans to fund a portion of the consideration for the acquisition of CommScope’s Connectivity and Cable Solutions Business (“CommScope”), which closed on January 9, 2026, as discussed further in Note 15 herein. In accordance with the credit agreements, the borrowings under the 364-Day Delayed Draw Term Loan and the 3-Year Delayed Draw Term Loan will mature on January 8, 2027 and January 9, 2029, respectively. Interest rates on each Delayed Draw Term Loan were based on a spread over the adjusted term SOFR based on the Company’s debt rating, and on the borrowing date, the effective interest rates were approximately 4.42% and 4.55% for the 364-Day Delayed Draw Term Loan and the Three-Year Delayed Draw Term Loan, respectively. The Delayed Draw Term Loans required payment of certain commitment fees prior to the funding thereunder and require that the Company satisfy certain financial covenants, which financial covenants are the same as those under the Revolving Credit Facility. On December 31, 2025, the Company was in compliance with the financial covenants under each Delayed Draw Term Loan. During the year ended December 31, 2025, the Company incurred $20.1 of debt financing costs associated with the issuance of the Delayed Draw Term Loans.

​

Revolving Credit Facility

​

On March 21, 2024, the Company entered into a third amended and restated credit agreement, which amended and restated its $2,500.0 unsecured revolving credit facility, increasing the lenders’ aggregate unsecured revolving commitments under the facility by $500.0 to $3,000.0 (the “Revolving Credit Facility”). The Revolving Credit Facility matures in March 2029 and gives the Company and certain of its subsidiaries the ability to borrow, in various currencies, at 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 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. The carrying value of any borrowings under the Revolving Credit Facility would approximate their fair value, primarily due to their market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5). Any outstanding borrowings under the Revolving Credit Facility are classified as long-term debt in the accompanying Consolidated Balance Sheets. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants.

​

Commercial Paper Programs

​

The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which the Company may issue short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) in one or more private placements in the United States. The maturities of the USCP Notes vary but may not exceed 397 days from the date of issue. The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis. On March 21, 2024, in conjunction with the increase in the capacity of the Revolving Credit Facility, the Company increased the borrowings

available under its U.S. Commercial Paper Program by $500.0. As of December 31, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes. The Company borrowed under the U.S. Commercial Paper Program throughout much of 2025 and 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisitions of Andrew in January 2025 and CIT in May 2024, as discussed further in Note 11 herein. Before the end of the fourth quarter of 2025 and 2024, the Company repaid all of its USCP Notes then outstanding. 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. Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The maturities of the ECP Notes will vary but may not exceed 183 days from the date of issue. The ECP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom or a premium thereto and bear varying interest rates on a fixed or floating basis. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. The maximum aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions. The Company did not borrow under the Euro Commercial Paper Program during 2025 or 2024. As of December 31, 2025 and 2024, there were no ECP Notes outstanding.

​

Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. In conjunction with the Revolving Credit Facility, as of 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. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Revolving Credit Facility are available to repay Commercial Paper, if necessary. Net proceeds of the issuances of Commercial Paper are expected to be used for general corporate purposes. Any outstanding Commercial Paper is classified as long-term debt in the accompanying Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s Revolving Credit Facility. The carrying value of Commercial Paper approximates its fair value, primarily due to its market interest rates, and is classified as Level 2 in the fair value hierarchy (Note 5).

​

U.S. Senior Notes

​

On March 3, 2025, the Company used a combination of cash on hand and borrowings under the U.S. Commercial Paper Program to repay the $400.0 aggregate principal amount of unsecured 2.050% Senior Notes due March 1, 2025 upon maturity.

​

On June 12, 2025, the Company issued $750.0 aggregate principal amount of unsecured 4.375% Senior Notes due June 12, 2028 (the “2028 Senior Notes”). Interest on the 2028 Senior Notes is payable semiannually on June 12 and December 12 of each year, which commenced on December 12, 2025. The Company used net proceeds from the 2028 Senior Notes to repay borrowings under the U.S. Commercial Paper Program and for general corporate purposes. During the year ended December 31, 2025, the Company incurred $4.6 of debt financing costs associated with the issuance of the 2028 Senior Notes.

​

On November 10, 2025, the Company issued (i) $500.0 aggregate principal amount of unsecured Floating Rate Senior Notes due November 15, 2027 (the “Floating Rate Senior Notes”), (ii) $750.0 aggregate principal amount of unsecured 3.800% Senior Notes due November 15, 2027 (the “3.800% Senior Notes”), (iii) $750.0 aggregate principal amount of unsecured 3.900% Senior Notes due November 15, 2028 (the “3.900% Senior Notes”), (iv) $1,000.0 aggregate principal amount of unsecured 4.125% Senior Notes due November 15, 2030 (the “4.125% Senior Notes”), (v) $1,250.0 aggregate principal amount of unsecured 4.400% Senior Notes due February 15, 2033 (the “4.400% Senior Notes”), (vi) $1,600.0 aggregate principal amount of unsecured 4.625% Senior Notes due February 15, 2036 (the “4.625% Senior Notes”) and (vii) $1,650.0 aggregate principal amount of unsecured 5.300% Senior Notes due November 15, 2055 (the “5.300% Senior Notes” and, together with the Floating Rate Senior Notes, the 3.800% Senior Notes, the 3.900% Senior Notes, the 4.125% Senior Notes, the 4.400% Senior Notes, the 4.625% Senior Notes and the 5.300% Senior Notes, the “November Senior Notes”). During the year ended December 31, 2025, the Company incurred $59.9 of debt financing costs associated with the issuance of the November Senior Notes.

​

The Floating Rate Senior Notes will bear interest at a floating rate per annum, reset quarterly, equal to Compounded SOFR, plus 0.53%. Interest on the Floating Rate Senior Notes is payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on February 15, 2026. Interest on the 3.800% Senior Notes, 3.900% Senior Notes, 4.125% Senior Notes and 5.300% Senior Notes is payable semiannually on May 15 and November 15 of each year, commencing on May 15, 2026. Interest on the 4.400% Senior Notes and 4.625% Senior Notes is payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2026.

On January 9, 2026, the Company used the net proceeds from the November Senior Notes, together with borrowings under the Delayed Draw Term Loans and cash on hand, to fund the cash consideration for the CommScope acquisition, along with fees and expenses related thereto, as discussed further in Note 15 herein.

​

On April 1, 2024, the Company used cash on hand to repay the $350.0 aggregate principal amount of unsecured 3.20% Senior Notes due April 1, 2024 upon maturity.

​

On April 5, 2024, the Company issued three series of unsecured senior notes (collectively, the “April Senior Notes”): (i) $450.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2027 (the “Original 2027 Senior Notes”), (ii) $450.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2029 (the “2029 Senior Notes”) and (iii) $600.0 aggregate principal amount of unsecured 5.250% Senior Notes due April 5, 2034 (the “2034 Senior Notes”). Interest on the April Senior Notes is payable semiannually on April 5 and October 5 of each year, which commenced on October 5, 2024. The Company used net proceeds from the April Senior Notes, together with a combination of cash on hand and borrowings under the U.S. Commercial Paper Program, to fund the cash consideration for the CIT acquisition in May 2024, along with the fees and expenses related thereto.

​

On October 31, 2024, the Company issued three series of unsecured senior notes (collectively, the “October Senior Notes”): (i) $250.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2027 (the “Additional 2027 Senior Notes”), which constituted a further issuance of the Company’s Original 2027 Senior Notes issued in April 2024, thus forming a single series with, and having the same terms (other than the issue date, issue price and the first interest payment date) as, the Original 2027 Senior Notes, and thus having a total aggregate principal amount of $700.0 of unsecured 5.050% Senior Notes due April 5, 2027 outstanding (the Original 2027 Senior Notes, together with the Additional 2027 Senior Notes collectively referred to as the “2027 Senior Notes”), (ii) $750.0 aggregate principal amount of unsecured 5.000% Senior Notes due January 15, 2035 (the “2035 Senior Notes”) and (iii) $500.0 aggregate principal amount of unsecured 5.375% Senior Notes due November 15, 2054 (the “2054 Senior Notes”). Consistent with the Original 2027 Senior Notes, interest on the Additional 2027 Senior Notes is payable semiannually on April 5 and October 5 of each year, which commenced on April 5, 2025, commensurate with the timing of the remaining interest payments of the Original 2027 Senior Notes. Interest on the 2035 Senior Notes is payable semiannually on January 15 and July 15 of each year, which commenced on January 15, 2025. Interest on the 2054 Senior Notes is payable semiannually on May 15 and November 15 of each year, which commenced on May 15, 2025. On January 31, 2025, the Company used the net proceeds from the October Senior Notes, together with borrowings under the U.S. Commercial Paper Program and cash on hand, to fund the cash consideration for the Andrew acquisition, as discussed in further detail in Note 11 herein, along with the fees and expenses related thereto.

​

All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes. Interest on each series of U.S. Senior Notes is payable semiannually, except for the Floating Rate Senior Notes for which interest is payable quarterly. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time, subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium, except that the Company may not redeem the Floating Rate Senior Notes at its option prior to their maturity.

​

Euro Senior Notes

​

On June 16, 2025, the Company issued €600.0 (approximately $685.9 at date of issuance) aggregate principal amount of unsecured 3.125% Senior Notes due June 16, 2032 (the “2032 Euro Notes”). The 2032 Euro Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes. Interest on the 2032 Euro Notes is payable annually on June 16 of each year, commencing on June 16, 2026. The Company used net proceeds from the 2032 Euro Notes to repay borrowings under the U.S. Commercial Paper Program and for general corporate purposes. During the year ended December 31, 2025, the Company incurred $4.5 of debt financing costs associated with the issuance of the 2032 Euro Notes.

​

The Euro Issuer has two outstanding unsecured senior notes issued in Europe. The Euro Issuer has €500.0 (approximately $545.4 at date of issuance) aggregate principal amount of unsecured 0.750% Senior Notes due May 4, 2026, which were issued in May 2020 (the “2026 Euro Notes” or the “0.750% Euro Senior Notes”). The net proceeds of the 2026 Euro Notes were used to repay amounts outstanding under the then existing revolving credit facility. The Euro Issuer also has €500.0 (approximately $574.6 at date of issuance) aggregate principal amount of unsecured 2.000% Senior Notes due October 8, 2028, which were issued in October 2018 (the “2028 Euro Notes” or the “2.000% Euro Senior Notes”, together with the 2026 Euro Notes, the “Existing Euro Notes,” and the Existing Euro Notes, together with the 2032 Euro Notes, the “Euro Notes”, and together with the U.S. Senior Notes, the “Senior Notes”). The net proceeds of the 2028 Euro Notes were used to repay a portion of the outstanding amounts under our Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes. 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 Euro Notes is payable annually on May 4 and October 8 of each year, respectively. The Company may, at its option, redeem some or all of either series of Existing Euro Notes at any time, subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium.

​

The fair value of each series of Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5). The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.

​

The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31, 2025) over each of the next five years ending December 31 and thereafter, is as follows:

​

​	​	​	​	​
2026	​	$	937.2
2027	​		1,950.9	​
2028	​		2,084.6	​
2029	​		949.6	​
2030	​		1,898.7	​
Thereafter	​		7,780.9	​
​	​	$	15,601.9	​

​

As of December 31, 2025, the Company had approximately $144.7 of uncommitted standby letter of credit facilities, of which $61.3 were issued.

​

Note 5—Fair Value Measurements

​

Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. These requirements establish market or observable inputs as the preferred source of values. Assumptions based on hypothetical transactions are used in the absence of market inputs. The Company does not have any non-financial instruments accounted for at fair value on a recurring basis.

​

The valuation techniques required are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

​

Level 1 Quoted prices for identical instruments in active markets.

​

Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

​

Level 3 Significant inputs to the valuation model are unobservable.

​

The Company believes that the assets and liabilities currently subject to such standards with fair value disclosure requirements are primarily (i) debt instruments, (ii) pension plan assets, and (iii) assets acquired and liabilities and noncontrolling interests assumed as part of acquisition accounting, which are discussed in Note 4, Note 9 and Note 11, respectively, herein, along with short- and long-term investments and derivative instruments, discussed below. Substantially all of the Company’s short- and long-term investments consist of certificates of deposit, which are considered as Level 2 in the fair value hierarchy. Long-term investments are recorded in Other long-term assets in the accompanying Consolidated Balance Sheets. The carrying amounts of these short- and long-term instruments, the vast majority of which are in non-U.S. bank accounts, approximate their respective fair values. The Company’s derivative instruments primarily consist of foreign exchange forward contracts, which are valued using bank quotations based on market observable inputs, such as forward and spot rates, and are therefore classified as Level 2 in the fair value hierarchy. The impact of the credit risk related to these derivative financial assets is immaterial.

​

The Company reviews the fair value hierarchy classifications on a quarterly basis and determines the appropriate classification of such assets and liabilities subject to the fair value hierarchy standards based on, among other things, the ability to observe valuation inputs. The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards at December 31, 2025 and December 31, 2024 are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Fair Value Measurements
​	​	​	​	​ ​ ​	Quoted Prices in		​ ​ ​	Significant		​ ​ ​	Significant
​	​	​	​	​	Active Markets		​	Observable		​	Unobservable
​	​	​	​	​	for Identical		​	Inputs		​	Inputs
2025	​	Total		​	Assets (Level 1)		​	(Level 2)		​	(Level 3)
Short-term investments	​	$	303.6	​	$	—	​	$	303.6	​	$	—	​
Long-term investments	​	​	0.2	​	​	—	​	​	0.2	​	​	—	​
Forward contracts	​	​	0.3	​	​	—	​	​	0.3	​	​	—	​
Redeemable noncontrolling interests	​	​	(9.3)	​	​	—	​	​	—	​	​	(9.3)	​
Total	​	$	294.8	​	$	—	​	$	304.1	​	$	(9.3)	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
2024	​	​	​	​	​	​	​	​	​	​	​	​
Short-term investments	​	$	18.4	​	$	—	​	$	18.4	​	$	—	​
Long-term investments	​	​	0.3	​	​	—	​	​	0.3	​	​	—	​
Forward contracts	​	​	(1.1)	​	​	—	​	​	(1.1)	​	​	—	​
Redeemable noncontrolling interests	​	​	(8.7)	​	​	—	​	​	—	​	​	(8.7)	​
Total	​	$	8.9	​	$	—	​	$	17.6	​	$	(8.7)	​

​

The Company utilizes foreign exchange forward contracts, hedging instruments accounted for as cash flow hedges, in the management of foreign currency exposures. In addition, the Company also enters into foreign exchange forward contracts, accounted for as net investment hedges, to hedge our exposure to variability in the U.S. dollar equivalent of the net investments in certain foreign subsidiaries. As of December 31, 2025 and 2024, the Company had no outstanding foreign exchange forward contracts accounted for as either net investment hedges or cash flow hedges.

However, in June 2025, the Company issued the 2032 Euro Notes as discussed in Note 4, which have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries. The effect of translating the 2032 Euro Notes into U.S. Dollars is recorded in Accumulated other comprehensive income (loss) and remains there until the underlying net investment is sold or substantially liquidated. We assessed the effectiveness of the net investment hedge at the inception of the hedging relationship and will assess quarterly thereafter. As of December 31, 2025, the net investment hedge was assessed and deemed to be effective.

​

As of December 31, 2025 and 2024, the fair value of such foreign exchange forward contracts in the table above consisted of various outstanding foreign exchange forward contracts that are not designated as hedging instruments. The fair value of the Company’s forward contracts are recorded within Prepaid expenses and other current assets, Other long-term assets, Other accrued expenses and Other long-term liabilities in the accompanying Consolidated Balance Sheets, depending on their value and remaining contractual period.

​

In August 2025, the Company entered into $1,500.0 10-year and $1,000.0 30-year notional treasury lock derivative instruments to hedge interest rate risk prior to the issuance of the November Senior Notes, as discussed in Note 4 herein. Both treasury locks were designated as cash flow hedges. The treasury locks were settled in the fourth quarter of 2025 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.

​

Certain acquisitions may result in noncontrolling interest holders who, in certain cases, are entitled to a put option, giving them the ability to put some or all of their redeemable interest in the shares of the acquiree to the Company. Specifically, if exercised by the noncontrolling interest holder, Amphenol would be required to purchase some or all of the option holder’s redeemable interest, at a redemption price during specified time period(s) stipulated in the respective acquisition agreement. The redeemable noncontrolling interests recorded on the accompanying Consolidated Balance Sheets relate to recent acquisitions, which, based on the terms of the respective acquisition agreements, will remain in temporary equity until the applicable put option is either exercised or expires. When noncontrolling option holders exercise their put options, the Company is required to acquire its entire redeemable noncontrolling interests, or portions thereof, then outstanding. The redemption value of the redeemable noncontrolling interests is generally calculated using Level 3 unobservable inputs based on a multiple of earnings, which, for the redeemable noncontrolling interests currently outstanding, approximate fair value. As such, the redemption value is classified as Level 3 in the fair value hierarchy and is recorded as Redeemable noncontrolling interests on the Consolidated Balance Sheets as of December 31, 2025 and 2024. A rollforward of the Redeemable noncontrolling interests for the years ended December 31, 2025, 2024 and 2023 is included in the accompanying Consolidated Statements of Changes in Equity.

​

With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition accounting, the Company does not have any other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis. For further discussion and related policies regarding the Company’s short- and long-term investments, derivative financial instruments, and redeemable noncontrolling interests, refer to Note 1 herein.

​

Note 6—Income Taxes

​

The components of income before income taxes and the provision for income taxes are as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Income before income taxes:	​	​	​	​	​	​	​	​	​	​
United States	​	$	996.2	​	$	462.0	​	$	521.9	​
Foreign	​		4,604.5	​		2,549.9	​		1,932.9	​
​	​	$	5,600.7	​	$	3,011.9	​	$	2,454.8	​
Current tax provision (benefit):	​	​	​	​	​	​	​	​	​	​
United States - Federal	​	$	179.4	​	$	22.8	​	$	45.8	​
United States - State, net	​	​	32.4	​	​	(3.8)	​	​	9.3	​
Foreign	​		1,149.2	​		634.1	​		513.0	​
​	​	​	1,361.0	​	​	653.1	​	​	568.1	​
Deferred tax provision (benefit):	​	​	​	​	​	​	​	​	​	​
United States - Federal	​	​	(152.3)	​	​	(53.9)	​	​	(4.6)	​
United States - State, net	​	​	(12.8)	​	​	(2.3)	​	​	(5.4)	​
Foreign	​		99.5	​		(26.6)	​	​	(48.8)	​
​	​		(65.6)	​		(82.8)	​		(58.8)	​
Total provision for income taxes	​	$	1,295.4	​	$	570.3	​	$	509.3	​

​

The United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”) in December 2017. As a result, in 2017, the Company recorded a transition tax (“Transition Tax”) related to the deemed repatriation of the accumulated unremitted earnings and profits of the Company’s foreign subsidiaries. The Company paid the balance of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2025, as permitted under the Tax Act.

​

Cash paid during the year for income taxes, net of refunds, are as follows:

​

​	​	​
​	​	​
​	​	Year Ended
Payments, net of refunds:	​	December 31, 2025
United States, federal	$	134.3
United States, state and local	​	30.6
China	​	579.5
Canada	​	84.0
Other foreign jurisdictions	​	255.7
Cash paid for income taxes, net	$	1,084.1

​

At December 31, 2025, the Company had $323.9 of foreign tax loss carryforwards, $157.0 of U.S. state tax loss carryforwards and $70.2 of U.S. federal tax loss carryforwards, of which $47.6, $157.0 and $28.4, respectively, will expire at various dates through 2045 and the balance can be carried forward indefinitely. At December 31, 2025, the Company had $20.0 of U.S. state tax credit carryforwards and $17.3 of U.S. federal tax credit carryforwards, of which $12.7 and $17.3, respectively, will expire at various dates through 2045 and the balance can be carried forward indefinitely.

​

A valuation allowance of $87.6 and $73.6 at December 31, 2025 and 2024, respectively, has been recorded which relates primarily to the U.S. state and foreign net operating loss carryforwards and U.S. federal and state tax credit carryforwards. The valuation allowance for deferred tax assets increased by $14.0 in 2025, which was primarily driven by U.S. federal and foreign net operating loss carryforwards. The valuation allowance for deferred tax assets increased by $27.0 in 2024, which was primarily driven by U.S. state and foreign net operating loss carryforwards and U.S. federal tax credit carryforwards.

​

Differences between the U.S. statutory federal tax rate and the Company’s 2025 effective income tax rate presented prospectively in accordance with ASU 2023-09 are analyzed below:

​

​	​	​	​	​	​
​	Year Ended****December 31, 2025				​
​	​	Amount	​	Percent	​
U.S. statutory federal tax rate	$	1,176.1	​	21.0	%
​	​	​	​	​	​
State and local income taxes, net of federal income tax benefit (1)	​	17.6	​	0.3	​
​	​	​	​	​	​
Foreign tax effects	​	​	​	​	​
China	​	​	​	​	​
Federal statutory tax rate difference	​	4.0	​	0.1	​
Effect of cross-border tax laws		151.6	​	2.7	​
Other		(43.7)	​	(0.8)	​
Other foreign jurisdictions	​	70.1	​	1.3	​
​	​	​	​	​	​
Effect of changes in tax laws or rates enacted in current period	​	—	​	—	​
​	​	​	​	​	​
Effect of cross-border tax laws	​	45.5	​	0.8	​
​	​	​	​	​	​
Tax credits	​	(19.3)	​	(0.3)	​
​	​	​	​	​	​
Changes in valuation allowances	​	—	​	—	​
​	​	​	​	​	​
Nontaxable or nondeductible items	​	​	​	​	​
Equity compensation	​	(205.9)	​	(3.7)	​
Other nontaxable or nondeductible items	​	13.2	​	0.2	​
​	​	​	​	​	​
Changes in unrecognized tax benefits	​	96.9	​	1.7	​
​	​	​	​	​	​
Other, net	​	(10.7)	​	(0.2)	​
Effective tax rate	$	1,295.4	​	23.1	%

​

​	(1) State taxes in Illinois and California accounted for greater than 50% of the tax effect in this category.

​

Differences between the U.S. statutory federal tax rate and the Company’s effective income tax rate for periods prior to the adoption of ASU 2023-09 are analyzed below:

​

​	​	​	​	​	​
​	​	Year Ended December 31,			​
​	​	2024	​	2023
U.S. statutory federal tax rate	​	21.0	%	21.0	%
State and local taxes, net	​	0.6	​	0.6	​
Foreign earnings and dividends taxed at different rates	​	1.9	​	2.2	​
U.S. tax on foreign income	​	(0.1)	​	—	​
Excess tax benefits related to stock-based compensation	​	(4.7)	​	(3.4)	​
Other, net	​	0.2	​	0.3	​
Effective tax rate	​	18.9	%	20.7	%

​

For the years ended December 31, 2025, 2024 and 2023, stock option exercise activity had the impact of decreasing our Provision for income taxes by $246.6, $142.6 and $82.4, respectively, and decreasing our effective tax rate by the basis points in the table above. Total acquisition-related expenses, as discussed in further detail in Note 11 herein, had the aggregate impact of increasing our effective tax rate by approximately 20 basis points, 30 basis points and 20 basis points for the years ended December 31, 2025, 2024 and 2023, respectively. For the year ended December 31, 2025, a discrete tax item of $100.0 related to a charge recorded for notices received by certain subsidiaries in China from relevant tax authorities challenging certain of the Company’s tax positions taken over up to an eight-year period had the effect of increasing our effective tax rate by approximately 180 basis points. For the year ended December 31, 2024, a

discrete tax benefit of $18.6, related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S. tax filing position, had the effect of decreasing our effective tax rate by approximately 60 basis points, and, for the year ended December 31, 2023, the gain associated with the bargain purchase acquisition that closed in the second quarter of 2023, as discussed in Note 11 herein, had the effect of decreasing our effective tax rate by approximately 10 basis points.

​

The components of the Company’s deferred tax assets and liabilities are comprised of the following:

​

​	​	​	​	​	​	​
​	​	December 31,
​	​ ​	2025		​ ​	2024
Deferred tax assets relating to:	​	​	​	​	​	​
Accrued liabilities and reserves	​	$	204.4	​	$	115.7
Operating lease liabilities	​	​	121.5	​	​	86.2
Operating loss, interest, and tax credit carryforwards	​		143.9	​		114.8
Pensions	​		6.9	​		10.2
Inventories	​		138.4	​		112.0
Deferred revenue	​	​	63.8	​	​	—
Employee benefits	​		56.4	​		49.5
Total deferred tax assets	​	​	735.3	​	​	488.4
Valuation allowances	​	​	(87.6)	​	​	(73.6)
Total deferred tax assets, net of valuation allowances	​	​	647.7	​	​	414.8
​	​	​	​	​	​	​
Deferred tax liabilities relating to:	​	​	​	​	​	​
Goodwill	​	​	343.1	​	​	307.2
Depreciation and amortization	​		168.3	​		144.1
Operating lease right-of-use assets	​	​	121.5	​	​	86.2
Unremitted foreign earnings	​	​	266.1	​		125.3
Total deferred tax liabilities	​	​	899.0	​	​	662.8
​	​	​	​	​	​	​
Net deferred tax liability	​	$	251.3	​	$	248.0
​	​	​	​	​	​	​
Classification of deferred tax assets and liabilities, as reflected on the Consolidated Balance Sheets:	​	​	​	​	​	​
Other long-term assets	​	$	181.6	​	$	128.7
Deferred income taxes	​		432.9	​		376.7
Net deferred tax liability, long-term	​	$	251.3	​	$	248.0

​

​

A tabular reconciliation of the gross amounts of unrecognized tax benefits excluding interest and penalties at the beginning and end of the year for 2025, 2024 and 2023 is shown below.

​

​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Unrecognized tax benefits as of January 1	​	$	176.8	​	$	174.2	​	$	164.1	​
Gross increases for tax positions in prior periods	​		84.4	​		15.2	​		3.8	​
Gross increases for tax positions in current period	​		27.0	​		21.1	​		8.4	​
Settlements	​		—	​		(6.1)	​		(1.0)	​
Lapse of statutes of limitations	​		(8.6)	​		(27.6)	​		(1.1)	​
Unrecognized tax benefits as of December 31	​	$	279.6	​	$	176.8	​	$	174.2	​

​

The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. During the years ended December 31, 2025, 2024 and 2023, the provision for income taxes included a net (benefit) expense of $(3.8), ($4.2) and $5.8, respectively, in estimated interest and penalties. As of December 31, 2025, 2024 and 2023, the liability for unrecognized tax benefits included $36.9, $37.7 and $41.8, respectively, for tax-related interest and penalties.

​

The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. With few exceptions, the Company is subject to income tax examinations by tax authorities for the years 2017 and after. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until the close of an audit. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. As of December 31, 2025 and

2024, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $311.7 and $209.7, respectively. Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including the progress of tax audits and the closing of statutes of limitations. Based on information currently available, management anticipates that over the next 12-month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of approximately $108.9.

​

In addition, in 2025, certain of the Company’s subsidiaries based in China received notices from relevant tax authorities challenging certain of the Company’s tax positions taken over up to an eight-year period. Although the Company believes its tax positions are appropriate and is currently discussing the matter with the relevant tax authorities, the Company has recorded a charge of $100.0 in the fourth quarter of 2025. The $100.0 charge represents the Company’s current best estimate of the costs that may be incurred to resolve this matter; however, the range of potential costs is estimated to be $100.0 to approximately $300.0. The Company is unable to estimate the timing for resolution of this matter.

​

Inflation Reduction Act of 2022

​

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. Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the years ended December 31, 2025 and 2024. While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows.

​

H.R. 1

​

On July 4, 2025, the United States federal government enacted the tax and spending bill H.R. 1. This legislation contains changes to previously enacted provisions of the Internal Revenue Code and provides for extensions of certain expiring tax provisions included in the Tax Act. Certain corporate tax provisions in H.R. 1 were enacted with retroactive effect to January 1, 2025. H.R. 1 did not have a material impact on our effective tax rate for the year ended December 31, 2025. 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.

​

Note 7—Equity

​

Stock-Based Compensation:

​

For the years ended December 31, 2025, 2024 and 2023, the Company’s Income before income taxes was reduced by stock-based compensation expense of $135.4, $109.5, and $99.0, respectively, the expense of which is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. In addition, for the years ended December 31, 2025, 2024 and 2023, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $261.3, $154.1, and $92.4, respectively, in Provision for income taxes in the accompanying Consolidated Statements of Income. These aggregate income tax benefits during the years ended December 31, 2025, 2024 and 2023 include excess tax benefits of $246.6, $142.6, and $82.4, respectively, from option exercises. The impact associated with recognizing excess tax benefits from option exercises in the provision for income taxes on our consolidated financial statements could result in significant fluctuations in our effective tax rate in the future, since the provision for income taxes will be impacted by the timing and intrinsic value of future stock-based compensation award exercises.

​

Stock Options

​

In May 2017, the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2017 Employee Option Plan”), which provided for the issuance of 120,000,000 shares. In March 2021, the Board authorized and approved the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “Amended 2017 Employee Option Plan” and, together with the 2017 Employee Option Plan, the “2017 Option Plan”), which among other things, increased the number of shares reserved for issuance under the plan by 80,000,000 shares. The Amended 2017 Employee Option Plan was approved by the Company’s stockholders and became effective on May 19, 2021. As of December 31, 2025, there were 47,388,446 shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan. Prior to the approval of the 2017 Employee Option Plan, the Company issued stock options under the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, and its amendment (the “2009 Employee Option Plan”). No additional stock options will be granted under the 2009 Employee Option Plan. Options granted under the 2017 Option Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of 10 years from the date of grant.

​

Stock option activity for 2023, 2024 and 2025 was as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​
​		​	​	​	​	​	Weighted	​	​	​
​		​	​	​		​	Average	​	Aggregate
​		​	​	Weighted		​	Remaining	​	Intrinsic
​		​	​	Average		​	Contractual	​	Value		​
​		Options	​ ​ ​	Exercise Price		​ ​ ​	Term (in years)	​ ​ ​	(in millions)
Options outstanding at January 1, 2023		132,270,074	​	$	22.78		6.03	​	​	​	​
Options granted		12,131,028	​		37.99	​	​	​	​	​	​
Options exercised		(22,506,662)	​		17.55	​	​	​	​	​	​
Options forfeited		(1,114,116)	​		29.16	​	​	​	​	​	​
Options outstanding at December 31, 2023		120,780,324	​		25.23	​	5.81	​	​	​	​
Options granted		8,075,819	​		65.67	​	​	​	​	​	​
Options exercised		(22,523,753)	​		19.83	​	​	​	​	​	​
Options forfeited		(628,199)	​		36.21	​	​	​	​	​	​
Options outstanding at December 31, 2024		105,704,191	​	​	29.40	​	5.53	​	​	​	​
Options granted		8,539,031	​		85.98	​	​	​	​	​	​
Options exercised		(24,655,244)	​		22.41	​	​	​	​	​	​
Options forfeited		(766,857)	​		47.92	​	​	​	​	​	​
Options outstanding at December 31, 2025		88,821,121	​	$	36.62	​	5.43	​	$	8,753.6	​
Vested and non-vested options expected to vest at December 31, 2025		86,782,652	​	$	36.14	​	5.38	​	$	8,591.3	​
Exercisable options at December 31, 2025		59,421,185	​	$	26.75	​	4.27	​	$	6,440.4	​

​

A summary of the status of the Company’s non-vested options as of December 31, 2025 and changes during the year then ended was as follows:

​

​	​	​	​	​	​	​
​	​ ​ ​	​	​ ​ ​	Weighted Average
​	​	​	​	Fair Value		​
​	​	Options	​	at Grant Date
Non-vested options at January 1, 2025		35,547,254	​	$	10.66	​
Options granted		8,539,031	​		24.12	​
Options vested		(13,897,292)	​		8.36	​
Options forfeited		(762,057)	​		13.17	​
Non-vested options at December 31, 2025		29,426,936	​	$	15.58	​

​

The weighted average fair value at the grant date of options granted during 2024 and 2023 was $19.33 and $10.71, respectively.

​

During the years ended December 31, 2025, 2024 and 2023, the following activity occurred under the Company’s option plans:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	2025		​ ​ ​	2024		​ ​ ​	2023
Total intrinsic value of stock options exercised	​	​	$	1,813.5	​	$	980.3	​	$	559.6
Total fair value of stock options vested	​	​		116.1	​		99.7	​		90.0

​

As of December 31, 2025, the total compensation cost related to non-vested options not yet recognized was approximately $355.6 with a weighted average expected amortization period of 3.45 years.

​

The grant-date fair value of each option grant under the 2009 Employee Option Plan and the 2017 Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each share grant is determined based on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issuances with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate.

​

The fair value of stock options has been estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

​

​	​	​	​	​	​	​	​	​
​	​ ​ ​	2025	​	2024	​	2023	​	​
Risk free interest rate	​	4.1	%	4.4	%	3.8	%	​
Expected life		4.9	years	4.9	years	4.9	years	​
Expected volatility		27.1	%	28.0	%	28.0	%	​
Expected dividend yield		1.0	%	1.0	%	1.0	%	​

​

Restricted Stock

​

On May 16, 2024, the Company’s stockholders approved the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the “2024 Directors Restricted Stock Plan”), which is administered by the Compensation Committee of the Board and reserves 500,000 shares of the Company’s Common Stock for future issuance pursuant to the plan. As of December 31, 2025, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 461,640. Restricted shares granted under the 2024 Directors Restricted Stock Plan vest on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of grant. Grants under the 2024 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s Common Stock without payment. The 2024 Directors Restricted Stock Plan will expire on May 15, 2034, after which date no awards may be granted under the plan.

​

In 2012, the Company’s stockholders approved the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”), which was administered by the Nominating / Corporate Governance Committee of the Board. The 2012 Directors Restricted Stock Plan expired on May 22, 2022. Grants under the 2012 Directors Restricted Stock Plan entitled the holder to receive shares of the Company’s Common Stock without payment. Restricted shares granted under the 2012 Directors Restricted Stock Plan vested on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of grant. On May 17, 2023, 42,624 shares of restricted stock previously granted to non-employee directors vested in accordance with their terms. No additional shares of restricted stock are outstanding under the 2012 Directors Restricted Stock Plan and, given that the 2012 Directors Restricted Stock Plan has expired, no additional shares of restricted stock will be granted thereunder.

​

Restricted share activity for 2023, 2024 and 2025 was as follows:

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Weighted Average	​
​	​	​	​	Fair Value		​	Remaining	​
​	​	Restricted	​	at Grant		​	Amortization	​
​	​ ​ ​	Shares	​ ​ ​	Date		​ ​ ​	Term (in years)
Restricted shares outstanding at January 1, 2023		42,624	​	$	33.80		0.37	​
Restricted shares granted		—	​		—	​	​	​
Shares vested and issued		(42,624)	​		33.80	​	​	​
Restricted shares outstanding at December 31, 2023		—	​		—	​ ​ ​	​	​
Restricted shares granted		21,840	​		65.96	​	​	​
Shares vested and issued		—	​		—	​	​	​
Restricted shares outstanding at December 31, 2024	​ ​ ​	21,840	​	​	65.96	​ ​ ​	0.36	​
Restricted shares granted		16,520	​		86.88	​	​	​
Shares vested and issued		(21,840)	​		65.96	​	​	​
Restricted shares outstanding at December 31, 2025	​ ​ ​	16,520	​ ​ ​	$	86.88	​ ​ ​	0.37	​

​

The total fair value of restricted share awards that vested during 2025, 2024, and 2023 was $1.4, nil, and $1.4, respectively. As of December 31, 2025, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $0.5 (with a weighted average expected amortization period of 0.37 years).

​

Authorized Shares for Issuance

​

On May 15, 2025, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, which increased the total number of shares of Class A Common Stock, par value $0.001 per share (“Common Stock”), that the Company is authorized to issue to 5,000,000,000 shares, an increase of 3,000,000,000 shares from the amount previously authorized. The amendment was filed and became effective on May 15, 2025.

​

Stock Repurchase Programs:

​

On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $2,000.0 of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program became effective on April 29, 2024. During the 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. 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. 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, 2025, the Company has remaining authorization to purchase up to $826.9 of its Common Stock under the 2024 Stock Repurchase Program. The timing and amount of any future repurchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.

​

On April 27, 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $2,000.0 of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the year ended December 31, 2024, the Company repurchased 4.1 million shares of its Common Stock for $225.6 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. As 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.

​

Dividends:

​

Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. 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. 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. 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

​

Dividends declared and paid for the years ended December 31, 2025, 2024 and 2023 were as follows:

​

​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	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

​

Accumulated Other Comprehensive Income (Loss):

​

Balances of related after-tax components comprising Accumulated other comprehensive income (loss) included in equity at December 31, 2025, 2024 and 2023 are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Foreign		​	Unrealized		​	Pension and		​	Accumulated
​	​	Currency		​	Gain (Loss)		​	Postretirement		​	Other		​
​	​	Translation		​	on Hedging		​	Benefit Plan		​	Comprehensive
​	​	Adjustments		​ ​ ​	Activities		​ ​ ​	Adjustment		​ ​ ​	(Loss) Income
Balance at January 1, 2023	​	$	(413.0)	​	$	—	​	$	(122.0)	​	$	(535.0)	​
Other comprehensive income (loss) before reclassifications, net of tax of nil, nil and $1.1, respectively	​	​	0.3	​	​	—	​	​	(2.0)	​	​	(1.7)	​
Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of ($1.0)	​	​	—	​	​	—	​	​	3.1	​	​	3.1	​
Balance at December 31, 2023	​		(412.7)	​		—	​		(120.9)	​		(533.6)	​
Other comprehensive income (loss) before reclassifications, net of tax of nil, nil and ($5.2), respectively	​	​	(199.3)	​	​	—	​	​	13.1	​	​	(186.2)	​
Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of ($1.1)	​	​	—	​	​	—	​	​	3.5	​	​	3.5	​
Balance at December 31, 2024	​		(612.0)	​		—	​		(104.3)	​		(716.3)	​
Other comprehensive income (loss) before reclassifications, net of tax of nil, ($20.6) and ($4.5), respectively	​	​	285.4	​	​	(67.4)	​	​	14.6	​	​	232.6	​
Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of $0.2 and ($1.1), respectively	​	​	—	​	​	0.7	​	​	3.5	​	​	4.2	​
Balance at December 31, 2025	​	$	(326.6)	​	$	(66.7)	​	$	(86.2)	​	$	(479.5)	​

​

For the years ended December 31, 2025, 2024 and 2023, as it relates to the Company’s cash flow hedges, which is comprised of foreign exchange forward contracts, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Consolidated Statements of Income, were not material. There were no reclassifications associated with net investment hedges from Accumulated other comprehensive income (loss) to earnings during the years presented in the table above. While there were no outstanding cash flow hedges as of December 31, 2025 and 2024, any amounts included in Accumulated other comprehensive income (loss) associated with cash flow hedges are generally expected to be reclassified into earnings within the following 12 months. In August 2025, the Company entered into $1,500.0 10-year and $1,000.0 30-year notional treasury lock derivative instruments to hedge interest rate risk prior to the issuance of the November Senior Notes, as discussed in Notes 4 and 5 herein. The treasury locks were settled in the fourth quarter of 2025 upon the issuance of the 4.625% Senior Notes and the 5.300% Senior Notes, respectively, for a cumulative after-tax loss of $67.4, which 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. The amounts reclassified from Accumulated other comprehensive income (loss) to earnings, related to pension and other postretirement benefit plans in the table above, are reported within Other income (expense), net in the Consolidated Statements of Income, the vast majority of which is related to the amortization of actuarial losses associated with our defined benefit plans. The amortization of actuarial losses is included in the computation of net pension expense discussed in more detail within Note 9 herein.

​

Note 8—Earnings Per Share

​

The following is a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted) for the years ended December 31, 2025, 2024 and 2023:

​

​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​
(dollars and shares in millions, except per share data)	​ ​	2025		​ ​	2024		​ ​	2023
Net income attributable to Amphenol Corporation stockholders	​	$	4,270.3	​	$	2,424.0	​	$	1,928.0
​	​	​	​	​	​	​	​	​	​
Weighted average common shares outstanding — Basic	​		1,218.2	​		1,203.8	​		1,193.0
Effect of dilutive stock options	​		59.3	​		59.8	​		48.2
Weighted average common shares outstanding — Diluted	​		1,277.5	​		1,263.6	​		1,241.2
​	​	​	​	​	​	​	​	​	​
Net income attributable to Amphenol Corporation per common share — Basic	​	$	3.51	​	$	2.01	​	$	1.62
​	​	​	​	​	​	​	​	​	​
Net income attributable to Amphenol Corporation per common share — Diluted	​	$	3.34	​	$	1.92	​	$	1.55

​

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 5.6 million, 4.8 million, and 14.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

​

Note 9—Benefit Plans and Other Postretirement Benefits

​

Defined Benefit Plans

​

The Company and certain of its domestic subsidiaries have defined benefit pension plans (the “U.S. Pension Plans”), which cover certain U.S. employees and which represent the majority of the plan assets and benefit obligations of the aggregate defined benefit plans of the Company. The U.S. Pension Plans’ benefits are generally based on years of service and compensation and are generally noncontributory. The majority of U.S. employees are not covered by the U.S. Pension Plans and are instead covered by various defined contribution plans. The Company also has an unfunded Supplemental Employee Retirement Plan (“SERP” and, together with the U.S. Pension Plans, “U.S. Plans”), which provides for the payment of the portion of annual pension that cannot be paid from the retirement plan as a result of regulatory limitations on average compensation for purposes of the benefit computation. Certain foreign subsidiaries have defined benefit plans covering their employees (the “Foreign Plans” and, together with the U.S. Plans, the “Plans”). The largest foreign pension plan, in accordance with local regulations, is unfunded and had a projected benefit obligation

of approximately $70.9 and $72.2 at December 31, 2025 and 2024, respectively. Total required contributions to be made during 2026 for the unfunded Foreign Plans are included in Other accrued expenses in the accompanying Consolidated Balance Sheets and in the tables below.

​

The following is a summary of the Company’s defined benefit plans’ funded status as of the most recent actuarial valuations as of December 31 of each year.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	U.S. Plans					​	Foreign Plans					​	Total
​	​	​	2025	​	​	2024	​	​	2025	​	​	2024	​	​	2025	​	​	2024
Change in projected benefit obligation:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Projected benefit obligation at beginning of year	​	$	341.4	​	$	388.5	​	$	154.0	​	$	173.3	​	$	495.4	​	$	561.8
Service cost	​		1.8	​		2.2	​		1.3	​		1.5	​		3.1	​		3.7
Interest cost	​		17.0	​		17.8	​		6.4	​		6.3	​		23.4	​		24.1
Plan amendments	​		2.0	​		0.2	​		—	​		—	​		2.0	​		0.2
Actuarial loss (gain)	​		3.6	​		(20.8)	​		(13.2)	​		(11.3)	​		(9.6)	​		(32.1)
Foreign exchange translation and other	​		—	​		—	​		15.2	​		(8.8)	​		15.2	​		(8.8)
Benefits paid	​		(28.3)	​		(46.5)	​		(8.0)	​		(7.0)	​		(36.3)	​		(53.5)
Projected benefit obligation at end of year	​		337.5	​		341.4	​		155.7	​		154.0	​		493.2	​		495.4
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Change in plan assets:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fair value of plan assets at beginning of year	​		359.1	​		395.6	​		85.4	​		86.0	​		444.5	​		481.6
Actual return on plan assets	​		32.8	​		8.9	​		4.7	​		6.8	​		37.5	​		15.7
Employer contributions	​		1.1	​		1.1	​		3.7	​		3.8	​		4.8	​		4.9
Foreign exchange translation and other	​		—	​		—	​		6.5	​		(4.2)	​		6.5	​		(4.2)
Benefits paid	​		(28.3)	​		(46.5)	​		(8.0)	​		(7.0)	​		(36.3)	​		(53.5)
Fair value of plan assets at end of year	​		364.7	​		359.1	​		92.3	​		85.4	​		457.0	​		444.5
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Over (under) funded status at end of year	​	$	27.2	​	$	17.7	​	$	(63.4)	​	$	(68.6)	​	$	(36.2)	​	$	(50.9)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amounts recognized on the balance sheet as of December 31:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other long-term assets	​	$	40.5	​	$	31.2	​	$	7.6	​	$	3.6	​	$	48.1	​	$	34.8
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other accrued expenses	​	​	1.2	​	​	1.2	​	​	3.1	​	​	2.7	​	​	4.3	​	​	3.9
Accrued pension and postretirement benefit obligations	​	​	12.1	​	​	12.3	​	​	67.9	​	​	69.5	​	​	80.0	​	​	81.8
Over (under) funded status at end of year	​	$	27.2	​	$	17.7	​	$	(63.4)	​	$	(68.6)	​	$	(36.2)	​	$	(50.9)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Accumulated other comprehensive (loss) income, net	​	$	(89.4)	​	$	(96.8)	​	$	1.2	​	$	(9.6)	​	$	(88.2)	​	$	(106.4)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average assumptions used to determine projected benefit obligations:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Discount rate		​	5.28	%	​	5.53	%	​	4.60	%	​	4.13	%	​	​	​	​	​
Rate of compensation increase		​	2.40	%	​	2.40	%	​	1.89	%	​	1.91	%	​	​	​	​	​

​

The projected benefit obligation decreased slightly in 2025, primarily due to benefits paid during the year, which were largely offset by interest cost and the impact of foreign exchange. The projected benefit obligation decreased in 2024, primarily due to benefits paid and actuarial gains resulting from the impact of higher discount rates on our projected benefit obligation, partially offset by interest cost. The accumulated benefit obligation for the Company’s defined benefit pension plans was $491.4 and $492.5 at December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the accumulated benefit obligation for the U.S. Plans was $337.4 and $341.3, respectively, and for the Foreign Plans was $154.0 and $151.2, respectively.

​

​

​

The following summarizes information for defined benefit plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	U.S. Plans					​	Foreign Plans
​	​	​	2025	​	​	2024	​	​	2025	​	​	2024
Accumulated benefit obligation	​	$	22.0	​	$	22.1	​	$	88.0	​	$	88.3
Fair value of plan assets	​	​	8.7	​	​	8.6	​	​	18.3	​	​	17.7

​

The following summarizes information for defined benefit plans with a projected benefit obligation in excess of plan assets as of December 31, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	U.S. Plans					​	Foreign Plans
​	​	​	2025	​	​	2024	​	​	2025	​	​	2024
Projected benefit obligation	​	$	22.0	​	$	22.1	​	$	89.3	​	$	90.0
Fair value of plan assets	​	​	8.7	​	​	8.6	​	​	18.3	​	​	17.7

​

The amounts, before tax, included in Accumulated other comprehensive loss at December 31, 2025 and 2024 that have not yet been recognized as expense were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	U.S. Plans					​	Foreign Plans					​	Total
​	​	​	2025	​	​	2024	​	​	2025	​	​	2024	​	​	2025	​	​	2024
Actuarial losses (gains), net	​	$	112.2	​ ​	$	122.7	​ ​ ​ ​	$	(12.0)	​ ​	$	1.4	​ ​ ​ ​	$	100.2	​ ​	$	124.1
Prior service cost	​	​	4.5	​	​	3.7	​	​	0.4	​	​	0.4	​	​	4.9	​	​	4.1

​

The following is a summary of the components of net pension expense for the Company’s defined benefit plans for the years ended December 31, 2025, 2024 and 2023:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	U.S. Plans								​	Foreign Plans								​	Total
​	​	2025		​	2024		​	2023		​	2025		​	2024		​	2023		​	2025		​	2024		​	2023
Components of net pension expense:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Service cost	​	$	1.8	​	$	2.2	​	$	2.5	​	$	1.3	​	$	1.5	​	$	1.3	​	$	3.1	​	$	3.7	​	$	3.8
Interest cost	​		17.0	​		17.8	​		18.6	​		6.4	​		6.3	​		6.8	​		23.4	​		24.1	​		25.4
Expected return on plan assets	​		(21.9)	​		(24.1)	​		(24.6)	​		(4.6)	​		(4.6)	​		(4.5)	​		(26.5)	​		(28.7)	​		(29.1)
Amortization of prior service cost	​	​	1.2	​	​	1.3	​	​	1.7	​	​	—	​	​	—	​	​	0.1	​	​	1.2	​	​	1.3	​	​	1.8
Amortization of actuarial losses	​		3.3	​		2.7	​		1.6	​		—	​		0.5	​		0.7	​		3.3	​		3.2	​		2.3
Net pension (income) expense	​	$	1.4	​	$	(0.1)	​	$	(0.2)	​	$	3.1	​	$	3.7	​	$	4.4	​	$	4.5	​	$	3.6	​	$	4.2
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average assumptions used to determine net periodic benefit cost:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Discount rate		​	5.53	%	​	4.97	%	​	5.18	%	​	4.13	%	​	3.72	%	​	4.20	%	​	​	​	​	​	​	​	​
Expected long-term return on assets		​	5.50	%	​	5.50	%	​	5.50	%	​	5.39	%	​	5.45	%	​	5.45	%	​	​	​	​	​	​	​	​
Rate of compensation increase		​	2.40	%	​	2.40	%	​	2.40	%	​	1.91	%	​	1.89	%	​	1.93	%	​	​	​	​	​	​	​	​

​

​

The pension expense for the Plans is calculated based upon a number of actuarial assumptions established on January 1 of the applicable year, including mortality projections as well as a weighted average discount rate, rate of increase in future compensation levels and an expected long-term rate of return on the respective Plans’ assets which are detailed in the table above. The Company records service costs in the same line item as the respective employee compensation costs and within operating income, while all non-service costs are reported separately within Other income (expense), net in the Consolidated Statements of Income.

​

​

The discount rate used by the Company for valuing pension liabilities is based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations. The weighted average discount rate for the U.S. Plans on this basis was 5.28% and 5.53% at December 31, 2025 and 2024, respectively. The decrease in the discount rate for the U.S. Plans resulted in an increase in the benefit obligation of approximately $7.0 at December 31, 2025. The weighted average discount rate for the Foreign Plans was 4.60% and 4.13% at December 31, 2025 and 2024, respectively. The increase in the discount rate for the Foreign Plans did not have a material effect on the benefit obligation at December 31, 2025. The Company calculates its service and interest costs by applying a split discount rate approach under which specific spot rates along the selected yield curve are applied to the relevant projected cash flows as the Company believes this method more precisely measures its obligations. The mortality assumptions used by the Company reflect commonly used mortality tables and improvement scales for each plan and increased life expectancies for plan participants.

​

The primary investment objective of the Plans is to ensure an adequate pool of assets to support the benefit obligations to participants, retirees and beneficiaries. Over time, the Plans have aimed to earn a rate of return on assets greater than the liability discount rate, with a prudent level of risk and diversification. For the U.S. Plans, this has resulted in assets exceeding benefit obligations. The target asset allocations for the U.S. Plans were 15% equities and 85% fixed income as of December 31, 2025 and 2024, and the Company expects to maintain these target asset allocations for the U.S. Plans for 2026. Short-term strategic ranges for investments will continue to be established within these new long-term target percentages. The Company regularly reviews the actual asset allocation and periodically rebalances investments to its targeted allocation when considered appropriate.

​

The Company invests in a diversified investment portfolio through various investment managers and evaluates its plan assets for the existence of concentration risks. As of December 31, 2025, there were no significant concentrations of risks in the Company’s defined benefit plan assets. The Company does not invest nor instruct investment managers to invest pension assets in Amphenol securities. The Plans may indirectly hold the Company’s securities as a result of external investment management in certain commingled funds. Such holdings would not be material relative to the Plans’ total assets. The Company’s Foreign Plans primarily invest in equity and debt securities and insurance contracts, as determined by each Plans’ Trustees or investment managers.

​

In developing the expected long-term rate of return assumption for the U.S. Plans, the Company relies primarily on projected long-term asset returns by asset class prepared annually by our investment consultants. For 2025, the expected long-term rate of return on the U.S. Plans’ assets was based on an asset allocation assumption of approximately 15% with equity managers (with an expected long-term rate of return of approximately 5.9%) and 85% with fixed income managers (with an expected long-term rate of return of approximately 5.4%).

​

The Company’s Plan assets, the vast majority of which relate to the U.S. Plans, are reported at fair value and classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The process requires judgment and may have an effect on the placement of the Plan assets within the fair value measurement hierarchy. The fair values of the Company’s pension Plans’ assets at December 31, 2025 and 2024 by asset category are as follows (refer to Note 5 for definitions of Level 1, 2 and 3 inputs):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​		​	​		​	​		​	Assets Measured at
Asset Category	​	Total		​	Level 1		​	Level 2		​	Level 3		​	Net Asset Value (1)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
December 31, 2025	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Equity securities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
U.S. equities — large cap	​	$	25.8	​	$	—	​	$	25.8	​	$	—	​	$	—
U.S. equities — small/mid cap and other	​		8.0	​		—	​		8.0	​		—	​		—
International equities — growth	​		11.2	​		11.2	​		—	​		—	​		—
International equities — other	​		41.9	​		—	​		41.9	​		—	​		—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Alternative investment funds	​	​	0.6	​	​	—	​	​	—	​	​	—	​	​	0.6
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fixed income securities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
U.S. fixed income securities — intermediate term	​		122.7	​		—	​		122.7	​		—	​		—
U.S. fixed income securities — long-term	​	​	180.2	​		—	​		180.2	​		—	​		—
International fixed income securities — other	​		43.2	​	​	—	​		43.2	​		—	​		—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Insurance contracts	​		18.3	​		—	​		—	​		18.3	​		—
Cash and cash equivalents	​		5.1	​		5.1	​		—	​		—	​		—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total	​	$	457.0	​	$	16.3	​	$	421.8	​	$	18.3	​	$	0.6
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
December 31, 2024	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Equity securities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
U.S. equities — large cap	​	$	26.8	​	$	—	​	$	26.8	​	$	—	​	$	—
U.S. equities — small/mid cap and other	​		7.2	​		—	​		7.2	​		—	​		—
International equities — growth	​		10.3	​		10.3	​		—	​		—	​		—
International equities — other	​		40.9	​		—	​		40.9	​		—	​		—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Alternative investment funds	​	​	1.1	​	​	—	​	​	—	​	​	—	​	​	1.1
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fixed income securities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
U.S. fixed income securities — intermediate term	​		131.1	​		—	​		131.1	​		—	​		—
U.S. fixed income securities — long-term	​	​	170.6	​		—	​		170.6	​		—	​		—
International fixed income securities — other	​		36.0	​	​	—	​		36.0	​		—	​		—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Insurance contracts	​	​	17.8	​		—	​		—	​		17.8	​		—
Cash and cash equivalents	​	​	2.7	​		2.7	​		—	​		—	​		—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total	​	$	444.5	​	$	13.0	​	$	412.6	​	$	17.8	​	$	1.1

(1) Certain investments measured at fair value using the net asset value practical expedient have been removed from the fair value hierarchy but included in the table above in order to permit the reconciliation of the fair value hierarchy to total plan assets.

​

Equity securities primarily consist of publicly traded U.S. and non-U.S. equities. Publicly traded securities are valued at the last trade or closing price reported in the active market in which the individual securities are traded. Certain equity securities held in commingled funds are valued at unitized net asset value (“NAV”) based on the fair value of the underlying net assets owned by the funds. Alternative investment funds include investments in hedge funds including fund of fund products.

​

Fixed income securities primarily consist of government securities and corporate bonds. They are valued at the closing price in the active market or at quotes obtained from brokers/dealers or pricing services. Certain fixed income securities held within commingled funds are valued based on the fair value of the underlying net assets of the funds, as determined by the custodian of the funds.

​

The Level 2 pension plan assets are comprised primarily of pooled funds valued using published prices based off of observable market data.

​

The Level 3 pension plan assets as of December 31, 2025 and 2024 included in the table above primarily consist of contracts with insurance companies related to certain foreign plans. The insurance contracts generally include guarantees in accordance with the policy purchased. Our valuation of Level 3 assets is based on insurance company or third-party actuarial valuations, representing an estimation of the surrender or market values of the insurance contract between the Company and the insurance companies. The following table sets forth a summary of changes of the fair value of the Level 3 pension plan assets for the years ended December 31, 2025 and 2024:

​

​	​	​	​	​	​	​
​	​	​	2025	​	​	2024
Balance on January 1	​	$	17.8	​	$	19.5
Unrealized (losses) gains, net	​	​	(0.5)	​	​	0.6
Purchases, sales and settlements, net	​	​	(1.2)	​	​	(1.1)
Foreign currency translation	​	​	2.2	​	​	(1.2)
Balance on December 31	​	$	18.3	​	$	17.8

​

The Company made cash contributions to the Plans of $4.8, $4.9, and $5.4 in 2025, 2024, and 2023, respectively. There is no current requirement for cash contributions to any of the U.S. 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.

​

Benefit payments related to the Plans above, including those amounts to be paid out of Company assets and reflecting future expected service as appropriate, are expected to be as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	U.S.		​	Foreign		​	​
Year	​	Plans		​	Plans		​	Total
2026	​ ​ ​	$	33.2		$	8.2		$	41.4
2027	​		28.0	​		8.6	​		36.6	​
2028	​		28.0	​		8.9	​		36.9	​
2029	​		27.8	​		9.2	​		37.0	​
2030	​		27.5	​		9.6	​		37.1	​
2031-2035	​		128.7	​		49.2	​		177.9	​

​

Certain foreign subsidiaries of the Company offer certain benefits under local statutory plans which are excluded from the tables above. The net liability for such plans was $37.8 and $30.0 as of December 31, 2025 and 2024, respectively, the majority of which is included within Accrued pension and postretirement benefit obligations in the accompanying Consolidated Balance Sheets.

​

Other Postretirement Benefit Plans

​

The Company maintains self-insurance programs for that portion of its health care and workers compensation costs not covered by insurance. The Company also provides certain health care and life insurance benefits to certain eligible retirees in the U.S. through postretirement benefit (“OPEB”) programs. The Company’s share of the cost of such plans for most participants is fixed, and any increase in the cost of such plans will be the responsibility of the retirees. The Company funds the benefit costs for such plans on a pay-as-you-go basis. As of December 31, 2025 and 2024, the total liability associated with postretirement benefit obligations was approximately $3.2 and $3.5, respectively, the majority of which is included in Accrued pension and postretirement benefit obligations on the accompanying Consolidated Balance Sheets. The weighted average discount rate used to determine the projected benefit obligation as of December 31, 2025 and 2024 was 5.42% and 5.58%, respectively. Net postretirement benefit expense on the accompanying Consolidated Statements of Income was not material for each of the years ended December 31, 2025, 2024 and 2023. Since the Company’s obligation for postretirement medical plans is fixed and since the benefit obligation and the net postretirement benefit expense are not material in relation to the Company’s financial condition or results of operations, the Company believes any change in medical costs from that estimated will not have a significant impact on the Company.

​

Defined Contribution Plans

​

The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. The Company matches employee contributions to the U.S. defined contribution plans up to a maximum of 7% of eligible compensation. The Company provided matching contributions to the U.S. defined contribution plans of approximately $35.9, $24.7 and $24.0 in 2025, 2024 and 2023, respectively.

​

Note 10—Leases

​

Operating Leases

​

For the years ended December 31, 2025, 2024 and 2023, total operating lease cost was $201.5, $156.2 and $127.1, respectively, which include an immaterial amount of variable lease cost, and is recorded in Cost of sales and Selling, general and administrative expenses, dependent on the nature of the leased asset. Other than variable lease cost, operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under non-cancelable operating leases for each of the next five years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate leases and (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities recognized, all as of December 31, 2025:

​

​	​	​	​
​	​	​
Year Ending December 31,	​	​
2026	​	$	161.4
2027	​	​	128.5
2028	​	​	98.9
2029	​	​	72.6
2030	​	​	49.2
Thereafter	​	​	138.7
Total future minimum lease payments	​	$	649.3
Less imputed interest	​	​	(83.6)
Total present value of future minimum lease payments	​	$	565.7

​

The following summarizes the operating lease-related account balances on our Consolidated Balance Sheets, as of December 31, 2025 and 2024:

​

​	​	​	​	​	​	​
​	​ ​ ​	2025		​ ​ ​	2024
Operating lease right-of-use assets (included in Other long-term assets)	​	$	559.0	​	$	384.4
​	​	​	​	​	​	​
Other accrued expenses	​	$	141.1	​	$	108.5
Other long-term liabilities	​	​	424.6	​	​	285.6
Total operating lease liabilities	​	$	565.7	​	$	394.1

​

The following summarizes additional supplemental data related to our operating leases:

​

​	​	​	​	​	​	​	​	​	​	​
Year Ended December 31**:**	​	2025		​	2024		​	2023		​
Supplemental Cash Flow Information:	​	​	​	​	​	​	​	​	​	​
Cash paid for amounts included in the measurement of lease liabilities:	​	​	​	​	​	​	​	​	​	​
Operating cash flows from operating leases	​	$	177.0	​	$	141.0	​	$	114.3	​
​	​	​	​	​	​	​	​	​	​	​
Right-of-use assets obtained in exchange for lease liabilities	​	$	321.6	​	$	227.6	​	$	115.2	​
​	​	​	​	​	​	​	​	​	​	​
As of December 31**:**	​	​	​	​	​	​	​	​	​	​
Weighted Average Remaining Lease Term	​	​	6 years	​	​	6 years	​		5 years	​
Weighted Average Discount Rate	​	​	4.5	%	​	4.3	%	​	3.6	%

​

Lease contracts that we have executed but which have not yet commenced as of December 31, 2025 were not material, and are excluded from the tables above. The Company does not generally enter into leases involving the construction or design of the underlying asset, and nearly all of the assets we lease are not specialized in nature. Our lease agreements generally do not include residual value guarantees nor do we enter into sublease arrangements with external parties.

​

Finance Leases

​

In rare circumstances, the Company may enter into finance leases for specific equipment used in manufacturing, in which the Company takes ownership of the asset upon the end of the lease. The Company records its finance leases within Property, plant and equipment, net, Current portion of long-term debt and Long-term debt on the accompanying Consolidated Balance Sheets. The Company’s finance leases and related depreciation and interest expense, cash flows and impact on the Company’s consolidated financial statements were not material individually or in the aggregate as of and for the years ended December 31, 2025, 2024 and 2023.

​

​

Note 11—Acquisitions

​

2025 Acquisitions

​

During the year ended December 31, 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. The Andrew acquisition has been included in the Communications Solutions segment, three acquisitions including Trexon have been included in the Harsh Environment Solutions segment, and one acquisition has been included in the Interconnect and Sensor Systems segment. The 2025 Acquisitions were each funded using cash on hand, proceeds from the October Senior Notes, borrowings under the U.S. Commercial Paper Program, or a combination thereof. The Company is in the process of analyzing and completing the allocation of the fair value of the assets acquired and liabilities assumed for each of the 2025 Acquisitions. Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management as of December 31, 2025, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from the Company’s preliminary assessments. The operating results of the 2025 Acquisitions were included in the Consolidated Statements of Income since their respective dates of acquisition. Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, have not been presented, since the 2025 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

​

Acquisition of Andrew

​

On January 31, 2025, pursuant to a purchase agreement dated July 18, 2024, the Company completed the acquisition of Andrew for an aggregate purchase price of $2,022.7, net of cash acquired and subject to customary post-closing adjustments. The Andrew business provides communications network solutions, including distributed antenna systems. Andrew’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. Andrew has been included in the Communications Solutions segment.

​

As of December 31, 2025, the Andrew acquisition resulted in the recognition of $874.0 of goodwill and $800.0 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed. These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships and proprietary technology having useful lives ranging from 12 to 15 years and the acquired backlog having a useful life of approximately 0.25 years. The excess purchase price over the fair value of the underlying net assets acquired (net of liabilities assumed) was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets that do not qualify for separate recognition. The Company expects that $672.8 of the goodwill recognized from the Andrew acquisition will be deductible for tax purposes.

​

Acquisition of Trexon

​

On November 6, 2025, pursuant to a definitive agreement, dated August 18, 2025, the Company completed the acquisition of Trexon, for an aggregate purchase price of $1,050.3, net of cash acquired and subject to customary post-closing adjustments. Trexon expands the Company’s high-reliability interconnect and cable assembly capabilities, primarily for the defense market. Trexon has been included in the Harsh Environment Solutions segment.

​

As of December 31, 2025, the Trexon acquisition resulted in the recognition of $708.2 of goodwill and $318.0 of definite-lived intangible assets, comprised of customer relationships and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed. These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships having useful lives of 18 years and the acquired backlog having a useful life of approximately 0.5 years. The excess purchase price over the fair value of the underlying net assets acquired (net of liabilities assumed) was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets that do not qualify for separate recognition. The Company expects that none of the goodwill recognized from the Trexon acquisition will be deductible for tax purposes.

​

2024 Acquisitions

​

During the year ended December 31, 2024, the Company completed two acquisitions (the “2024 Acquisitions”), including the acquisition of Carlisle Interconnect Technologies (“CIT”) for $2,156.4, net of cash acquired. 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.

​

As of December 31, 2025, the 2024 Acquisitions resulted in the recognition of $1,195.1 of goodwill and $576.0 of definite-lived intangible assets, comprised of customer relationships and acquired backlog, with the remainder of the purchase price being allocated to the other identifiable assets acquired and liabilities assumed. These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships having useful lives ranging from 8 to 15 years and the acquired backlog having a useful life of approximately 0.4 years. The excess purchase price over the fair value of the underlying assets acquired (net of liabilities assumed) was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets acquired that do not qualify for separate recognition. The Company expects that $61.2 of the goodwill recognized from the 2024 Acquisitions will be deductible for tax purposes.

​

In 2025, the Company completed the acquisition accounting, including the analyses of fair value of assets acquired and liabilities assumed for both of the 2024 Acquisitions, and the final assessments of values did not differ materially from their previous preliminary assessments. The operating results of the 2024 Acquisitions were included in the Consolidated Statements of Income since their respective dates of acquisition. Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, were not presented, since the 2024 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

​

Acquisition of CIT

​

On May 21, 2024, the Company completed the acquisition of CIT for $1,995.3, net of cash acquired and subject to customary post-closing adjustments. The Company funded the CIT acquisition through a combination of net proceeds from the April Senior Notes, as discussed in Note 4 herein, together with borrowings under the U.S. Commercial Paper Program and cash on hand. CIT, headquartered in St. Augustine, FL, is a leading global supplier of harsh environment interconnect solutions, primarily to the commercial aerospace, defense and industrial end markets. CIT’s wide range of products include wire and cable, cable assemblies, contacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions.

​

As of December 31, 2025, the CIT acquisition resulted in the recognition of $1,119.7 of goodwill and $543.0 of definite-lived intangible assets, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed. Of the acquired definite-lived intangible assets, approximately $488.0 and $55.0 were assigned to customer relationships and acquired backlog, respectively. The acquired customer relationships and acquired backlog have a weighted average useful life of approximately 15 years and 0.4 years, respectively. These

definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows. The excess purchase price over the fair value of the underlying assets acquired (net of liabilities assumed) was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets acquired that do not qualify for separate recognition. The Company expects that none of the goodwill recognized from the CIT acquisition will be deductible for tax purposes.

​

2023 Acquisitions

​

During the year ended December 31, 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired. Five of the acquisitions were included in the Harsh Environment Solutions segment, three acquisitions were included in the Interconnect and Sensor Systems segment, and two acquisitions were included in the Communications Solutions segment. The 2023 Acquisitions were each funded using cash on hand or borrowings under our Commercial Paper Programs, or a combination thereof. One of the 2023 Acquisitions, which closed in the second quarter of 2023, represented a bargain purchase, where the estimated fair value of assets acquired, net of liabilities assumed, exceeded the purchase price. The Company recognized a non-cash gain of $5.4 on the bargain purchase acquisition during the year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income.

​

Acquisition-related Expenses

​

In 2025 the Company incurred $181.2 ($148.8 after-tax) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $103.4 are presented separately in the Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $77.8 associated with the Andrew acquisition (such costs are recorded in Cost of Sales in the Consolidated Statements of Income). In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the non-cash amortization of $55.0 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 accompanying 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 accompanying Consolidated Statements of Income). In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, as well as the non-cash amortization of $12.4 related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions. Such acquisition-related expenses incurred in 2023 were presented separately in the accompanying Consolidated Statements of Income.

​

​

Note 12—Goodwill and Other Intangible Assets

​

The changes in the carrying amount of goodwill by segment were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​		​	Harsh		​ ​ ​	Interconnect		​ ​ ​	​	​
​	​	Communications		​	Environment		​	and Sensor		​	​	​
​	​	Solutions		​	Solutions		​	Systems		​	Total
Goodwill at December 31, 2023	​	$	2,977.5	​	$	2,009.3	​	$	2,105.6	​	$	7,092.4	​
Acquisition-related	​		(4.5)	​		1,192.3	​		58.9	​		1,246.7	​
Foreign currency translation	​		(21.5)	​		(21.6)	​		(59.8)	​		(102.9)	​
Goodwill at December 31, 2024	​	​	2,951.5	​	$	3,180.0	​	​	2,104.7	​	​	8,236.2	​
Acquisition-related	​		872.4	​		1,052.6	​		236.6	​		2,161.6	​
Foreign currency translation	​		34.7	​		37.6	​		105.3	​		177.6	​
Goodwill at December 31, 2025	​	$	3,858.6	​	$	4,270.2	​	$	2,446.6	​	$	10,575.4	​

​

The increase in goodwill during 2025 was primarily driven by goodwill recognized from the 2025 Acquisitions, in particular, the Andrew and Trexon acquisitions, and foreign currency translation. The increase in goodwill during 2024 was primarily driven by goodwill recognized from the 2024 Acquisitions, in particular, the CIT acquisition, partially offset by foreign currency translation.

​

Other than goodwill noted above, the Company’s intangible assets as of December 31, 2025 and 2024 were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	December 31, 2025										​	December 31, 2024
​	Weighted	​	Gross		​ ​ ​	​		​ ​ ​	Net		​ ​ ​	Gross		​ ​ ​	​		​ ​ ​	Net
​	Average	​	Carrying		​	Accumulated		​	Carrying		​	Carrying		​	Accumulated		​	Carrying
​	Life (years)	​	Amount		​	Amortization		​	Amount		​	Amount		​	Amortization		​	Amount
Customer relationships	12	​	$	1,841.2	​	$	635.1	​	$	1,206.1	​	$	1,296.4	​	$	519.8	​	$	776.6
Proprietary technology	13	​		963.9	​		230.2	​	​	733.7	​		350.3	​		170.9	​	​	179.4
Backlog and other	1	​		216.4	​		183.9	​	​	32.5	​		154.1	​		154.1	​	​	—
Total intangible assets (definite-lived)	12	​	​	3,021.5	​	​	1,049.2	​	​	1,972.3	​	​	1,800.8	​	​	844.8	​	​	956.0
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Trade names (indefinite-lived)	​	​	​	269.1	​	​	​	​	​	269.1	​	​	269.1	​	​	​	​	​	269.1
Total	​	​	$	3,290.6	​	$	1,049.2	​	$	2,241.4	​	$	2,069.9	​	$	844.8	​	$	1,225.1

​

The increase in the gross carrying amount of intangible assets in 2025 was primarily driven by certain customer relationships, proprietary technology and acquired backlog recognized as a result of the acquisition accounting associated with the 2025 Acquisitions, in particular, the Andrew and Trexon acquisitions. Amortization expense for the years ended December 31, 2025, 2024 and 2023 was approximately $192.0, $154.7 and $86.0, respectively, which included the amortization of acquired backlog of $28.2, $55.0 and $12.4, respectively, resulting from acquisitions in each respective year. The amortization of acquired backlog in 2025 primarily resulted from the Andrew and Trexon acquisitions. The amortization of acquired backlog in 2024 resulted from the CIT acquisition. As of December 31, 2025, amortization expense relating to the Company’s current intangible assets estimated for each of the next five fiscal years is approximately $207.0 in 2026, $176.7 in 2027, $169.5 in 2028, $158.6 in 2029, and $155.9 in 2030.

​

Note 13—Reportable Business Segments and International Operations

​

The Company aligns its businesses into three reportable business segments: (i) Communications Solutions, (ii) Harsh Environment Solutions and (iii) Interconnect and Sensor Systems. This segment structure reflects (i) the manner in which the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, regularly assesses information for decision-making purposes, including the allocation of resources, and (ii) how the Company operates its businesses, assesses performance, and communicates results and strategy, among other items, to the Board and its stockholders. The Company has three segment managers to lead their respective reportable business segments, each reporting directly to the Chief Executive Officer. The Company organizes its reportable business segments based on the manner in which management evaluates the performance of the Company, combined with the nature of the individual business activities and the product-based solutions offered.

​

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 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.

​

The accounting policies of the segments are the same as those for the Company as a whole, as described in Note 1 herein. The Company’s CODM assesses each segment’s performance and allocates resources to each of them based on a single measure of profit and loss, which is operating income as adjusted for certain corporate and other related items and before interest, stock-based compensation expense, income taxes, amortization related to certain intangible assets and other non-cash purchase accounting costs, and nonrecurring gains and losses, as outlined in the table below (we refer to this measure as segment operating income). Intersegment net sales and operating expenses have been eliminated in the computation of consolidated net sales and operating income.

​

The CODM considers budget-to-actual variances in net sales and segment operating income on a quarterly basis and uses that information when making decisions about the allocation of operating and capital resources to each segment. Other than segment operating expenses (which is easily computable from the difference between net sales and segment operating income), our CODM is not regularly provided disaggregated segment level expense information as such information is not used in our CODM’s decision-making related to the allocation of operating and capital resources to our segments. The Company also incurs general corporate expenses and costs which are not allocated to the reportable business segments but have been included in “Corporate / Other” in the following tables for reconciliation purposes. Assets are reviewed by the CODM on a consolidated basis and therefore are not presented by reportable business segment.

​

The following tables (i) summarize, by segment, total sales, intersegment sales and external net sales and (ii) reconcile each segment’s external net sales to their respective segment operating income, including segment operating expenses, for each of the years ended December 31, 2025, 2024 and 2023:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Communications Solutions		​	Harsh Environment Solutions		​	Interconnect and Sensor Systems		​	Total
2025	​	​	​	​	​	​	​	​	​	​	​	​
Total sales	​	$	12,160.6	​	$	6,001.9	​	$	5,216.1	​	$	23,378.6
Less: Intersegment sales	​	​	104.6	​	​	120.2	​	​	59.1	​	​	283.9
External net sales	​	​	12,056.0	​	​	5,881.7	​	​	5,157.0	​	​	23,094.7
​	​	​	​	​	​	​	​	​	​	​	​	​
Less: Segment operating expenses (1)	​	​	8,309.4	​	​	4,340.3	​	​	4,151.9	​	​	16,801.6
Segment operating income	​	$	3,746.6	​	$	1,541.4	​	$	1,005.1	​	$	6,293.1
​	​	​	​	​	​	​	​	​	​	​	​	​
2024	​	​	​	​	​	​	​	​	​	​	​	​
Total sales	​	$	6,375.6	​	$	4,508.6	​	$	4,510.6	​	$	15,394.8
Less: Intersegment sales	​	​	51.8	​	​	91.2	​	​	29.1	​	​	172.1
External net sales	​	​	6,323.8	​	​	4,417.4	​	​	4,481.5	​	​	15,222.7
​	​	​	​	​	​	​	​	​	​	​	​	​
Less: Segment operating expenses (1)	​	​	4,754.2	​	​	3,324.2	​	​	3,655.6	​	​	11,734.0
Segment operating income	​	$	1,569.6	​	$	1,093.2	​	$	825.9	​	$	3,488.7
​	​	​	​	​	​	​	​	​	​	​	​	​
2023	​	​	​	​	​	​	​	​	​	​	​	​
Total sales	​	$	4,963.0	​	$	3,621.6	​	$	4,129.3	​	$	12,713.9
Less: Intersegment sales	​	​	50.2	​	​	90.8	​	​	18.2	​	​	159.2
External net sales	​	​	4,912.8	​	​	3,530.8	​	​	4,111.1	​	​	12,554.7
​	​	​	​	​	​	​	​	​	​	​	​	​
Less: Segment operating expenses (1)	​	​	3,849.3	​	​	2,586.9	​	​	3,357.4	​	​	9,793.6
Segment operating income	​	$	1,063.5	​	$	943.9	​	$	753.7	​	$	2,761.1

​

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

​

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the years ended December 31, 2025, 2024 and 2023 are as follows:

​

​	​	​	​	​	​	​	​	​	​
​	​	2025		​	2024		​	2023
Total segment operating income	​	$	6,293.1	​	$	3,488.7	​	$	2,761.1
​	​	​	​	​	​	​	​	​	​
Corporate / Other:	​	​	​	​	​	​	​	​	​
Stock-based compensation expense	​	​	(135.4)	​	​	(109.5)	​	​	(99.0)
Amortization of acquisition-related inventory step-up costs	​	​	(77.8)	​	​	(18.2)	​	​	—
Acquisition-related expenses	​	​	(103.4)	​	​	(127.4)	​	​	(34.6)
Other operating expenses	​	​	(107.9)	​	​	(76.7)	​	​	(67.9)
Operating income	​	​	5,868.6	​	​	3,156.9	​	​	2,559.6
​	​	​	​	​	​	​	​	​	​
Interest expense	​	​	(367.8)	​	​	(217.0)	​	​	(139.5)
Gain on bargain purchase acquisition	​	​	—	​	​	—	​	​	5.4
Other income (expense), net	​	​	99.9	​	​	72.0	​	​	29.3
​	​	​	​	​	​	​	​	​	​
Income before income taxes	​	$	5,600.7	​	$	3,011.9	​	$	2,454.8

​

Depreciation and amortization expense by segment for the years ended December 31, 2025, 2024 and 2023 is as follows:

​

​	​	​	​	​	​	​	​	​	​
​	​	2025		​	2024		​	2023
Communications Solutions	​	$	486.9	​	$	226.5	​	$	177.0
Harsh Environment Solutions		​	166.5	​	​	126.7	​	​	91.0
Interconnect and Sensor Systems	​	​	150.0	​	​	136.6	​	​	131.1
Corporate / Other (1)	​	​	119.0	​	​	82.7	​	​	7.3
Total	​	$	922.4	​	$	572.5	​	$	406.4

​

(1) Amortization of acquired backlog associated with acquisitions for the years ended December 31, 2025 and 2024 is reported under “Corporate / Other”.

​

For the year ended December 31, 2025, depreciation and amortization expense in Corporate / Other includes (i) $28.2 related to the amortization of acquired backlog resulting from the 2025 Acquisitions, which is primarily included in Acquisition-related expenses in the Consolidated Statements of Income, and (ii) $77.8 of amortization of acquisition-related inventory step-up costs associated with the Andrew acquisition, which is included in Cost of sales in the Consolidated Statements of Income, as discussed in Note 11 herein. For the year ended December 31, 2024, depreciation and amortization expense in Corporate / Other includes (i) $55.0 related to the amortization of acquired backlog resulting from the CIT acquisition, which is included in Acquisition-related expenses in the Consolidated Statements of Income, and (ii) $18.2 of amortization of acquisition-related inventory step-up costs associated with the CIT acquisition, which is included in Cost of sales in the Consolidated Statements of Income, as discussed in Note 11 herein. These expenses are reported in Corporate / Other, since they are not components in the determination of segment operating income.

Net sales by geographic area for the years ended December 31, 2025, 2024 and 2023 and long-lived assets by geographic area as of December 31 were as follows:

​

​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
Net sales	​	​	​	​	​	​	​	​	​
United States	​	$	7,987.7	​	$	5,272.3	​	$	4,405.4
China	​		3,673.1	​		3,399.9	​		2,884.0
Other foreign locations	​		11,433.9	​		6,550.5	​		5,265.3
Total	​	$	23,094.7	​	$	15,222.7	​	$	12,554.7
​	​	​	​	​	​	​	​	​	​
Long-lived assets(1)	​	​	​	​	​	​	​	​	​
United States	​	$	598.8	​	$	576.4	​	$	442.6
China	​		1,050.4	​		617.9	​		455.5
Other foreign locations	​		1,215.4	​		901.9	​		718.1
Total	​	$	2,864.6	​	$	2,096.2	​	$	1,616.2

​

(1) Long-lived assets included in this table are comprised of property, plant and equipment, net, and operating lease right-of-use assets for all years presented.

​

Disaggregation of Net Sales

​

The following tables show our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the years ended December 31, 2025, 2024 and 2023:

​

​	​	​	​	​	​	​	​	​	​
Net sales by sales channel**:**	​	2025		​	2024		​	2023
End customers and contract manufacturers:	​	​	​	​	​	​	​	​	​
Communications Solutions	​	$	9,545.8	​	$	4,960.9	​	$	3,933.2
Harsh Environment Solutions	​	​	4,285.9	​	​	3,172.6	​	​	2,581.6
Interconnect and Sensor Systems	​		4,965.8	​		4,311.0	​		3,947.4
​	​	​	18,797.5	​	​	12,444.5	​	​	10,462.2
​	​	​	​	​	​	​	​	​	​
Distributors and resellers:	​	​	​	​	​	​	​	​	​
Communications Solutions	​	​	2,510.2	​	​	1,362.9	​	​	979.6
Harsh Environment Solutions	​	​	1,595.8	​	​	1,244.8	​	​	949.2
Interconnect and Sensor Systems	​	​	191.2	​	​	170.5	​	​	163.7
​	​	​	4,297.2	​	​	2,778.2	​	​	2,092.5
​	​	​	​	​	​	​	​	​	​
Total Net sales	​	$	23,094.7	​	$	15,222.7	​	$	12,554.7

​

​	​	​	​	​	​	​	​	​	​
Net sales by geography**:**	​	2025		​	2024		​	2023
United States:	​	​	​	​	​	​	​	​	​
Communications Solutions	​	$	3,215.6	​	$	1,582.3	​	$	1,395.8
Harsh Environment Solutions	​	​	3,211.0	​	​	2,384.7	​	​	1,790.5
Interconnect and Sensor Systems	​		1,561.1	​		1,305.3	​		1,219.1
​	​	​	7,987.7	​	​	5,272.3	​	​	4,405.4
​	​	​	​	​	​	​	​	​	​
China:	​	​	​	​	​	​	​	​	​
Communications Solutions	​	​	2,205.2	​	​	2,011.6	​	​	1,669.4
Harsh Environment Solutions	​	​	508.5	​	​	402.3	​	​	351.2
Interconnect and Sensor Systems	​	​	959.4	​	​	986.0	​	​	863.4
​	​	​	3,673.1	​	​	3,399.9	​	​	2,884.0
​	​	​	​	​	​	​	​	​	​
Other foreign locations:	​	​	​	​	​	​	​	​	​
Communications Solutions	​	​	6,635.2	​	​	2,729.9	​	​	1,847.6
Harsh Environment Solutions	​	​	2,162.2	​	​	1,630.4	​	​	1,389.1
Interconnect and Sensor Systems	​	​	2,636.5	​	​	2,190.2	​	​	2,028.6
​	​	​	11,433.9	​	​	6,550.5	​	​	5,265.3
​	​	​	​	​	​	​	​	​	​
Total Net sales	​	$	23,094.7	​	$	15,222.7	​	$	12,554.7

​

Net sales by geographic area are based on the customer location to which the product is shipped. No single customer accounted for 10% or more of the Company’s net sales during the years ended December 31, 2025, 2024 and 2023. As the Company is not organized by product or group of products, it is impracticable to disclose net sales by product or group of products. For further discussion related to the Company’s policies surrounding revenue recognition, refer to Note 1 herein.

​

Note 14—Commitments and Contingencies

​

The Company is party to a number of legal and/or regulatory actions arising out of the normal course of its business. The Company records a loss contingency liability when, in the opinion of management after seeking legal advice, a loss is considered probable and the amount can be reasonably estimated. Based on information currently available and management’s evaluation of such information, the Company does not believe that the resolution of any existing legal or regulatory action is expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s legal costs associated with defending itself are recorded to expense as incurred.

​

Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. 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.

​

The Company also has purchase obligations related to commitments to purchase certain goods and services. At December 31, 2025, the Company had purchase commitments of $2,006.9 in 2026, $72.1 in 2027 and 2028, combined, and $4.2 beyond 2028.

​

Note 15—Subsequent Events

​

Acquisition of CommScope

​

On January 9, 2026, pursuant to a purchase agreement with Vistance announced on August 4, 2025, the Company completed the acquisition of CommScope for an aggregate purchase price of approximately $10,500.0 in cash, subject to customary post-closing adjustments. The Company funded the CommScope acquisition through a combination of net proceeds from the Delayed Draw Term Loans, the November Senior Notes and cash on hand, as discussed in Note 4 herein. The CommScope business 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. CommScope will be included in the Communications Solutions segment. The Company has commenced the analysis of the purchase price allocation of the fair value of assets acquired and liabilities assumed as part of the acquisition accounting associated with the acquisition. Preliminary data and valuations related to the acquisition are incomplete. As a result, the Company is unable to disclose preliminary values related to such information.

​

​