Amphenol 10-Q 2026-06-30
Filed 2026-07-31. 8 sections, 253K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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|---|---|---|
| ☒ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | | For the quarterly period ended June 30, 2026 OR |
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| ☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-10879

AMPHENOL CORPORATION
(Exact name of Registrant as specified in its charter)
| | |
|---|---|
| Delaware | 22-2785165 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
358 Hall Avenue
Wallingford**,** Connecticut 06492
(Address of principal executive offices) (Zip Code)
203**-**265-8900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | |
|---|---|---|
| | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, $0.001 par value | APH | New York Stock Exchange |
| 3.375% Senior Notes due 2029 | APH29B | New York Stock Exchange |
| 3.125% Senior Notes due 2032 | APH32 | New York Stock Exchange |
| 3.875% Senior Notes due 2034 | APH34A | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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|---|---|
| Large Accelerated Filer ☒ | Accelerated Filer ☐ |
| | |
| Non-accelerated Filer ☐ | Smaller Reporting Company ☐ |
| | Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 28, 2026, the total number of shares outstanding of the Registrant’s Class A Common Stock was 1,232,983,457.
Amphenol Corporation
Index to Quarterly Report
on Form 10-Q
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(dollars in millions)
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | June 30, | | December 31, | | ||
| | | 2026 | | 2025 | |||
| ASSETS | | | | | | | |
| Current Assets: | | | | | | | |
| Cash and cash equivalents | | $ | 4,729.4 | | $ | 11,130.6 | |
| Short-term investments | | 689.7 | | 303.6 | | ||
| Total cash, cash equivalents and short-term investments | | 5,419.1 | | 11,434.2 | | ||
| Accounts receivable, less allowance for doubtful accounts of $98.1 and $99.3, respectively | | 6,790.1 | | 4,717.1 | | ||
| Inventories | | 4,551.6 | | 3,424.9 | | ||
| Prepaid expenses and other current assets | | 1,056.0 | | 691.0 | | ||
| Total current assets | | 17,816.8 | | 20,267.2 | | ||
| | | | | | | | |
| Property, plant and equipment, less accumulated depreciation of $3,473.3 and $3,096.0, respectively | | | 2,932.2 | | | 2,305.6 | |
| Goodwill | | | 17,554.7 | | | 10,575.4 | |
| Other intangible assets, net | | 5,288.9 | | 2,241.4 | | ||
| Other long-term assets | | | 1,214.0 | | | 847.3 | |
| Total Assets | | $ | 44,806.6 | | $ | 36,236.9 | |
| | | | | | | | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | | | | | | | |
| Current Liabilities: | | | | | | | |
| Accounts payable | | $ | 4,009.1 | | $ | 2,661.9 | |
| Accrued salaries, wages and employee benefits | | 874.8 | | 767.7 | | ||
| Accrued income taxes | | 351.0 | | 482.9 | | ||
| Accrued dividends | | | 308.0 | | | 306.7 | |
| Other accrued expenses | | 2,260.8 | | 1,646.4 | | ||
| Current portion of long-term debt | | 1,634.3 | | 937.2 | | ||
| Total current liabilities | | 9,438.0 | | 6,802.8 | | ||
| | | | | | | | |
| Long-term debt, less current portion | | 17,177.0 | | 14,564.8 | | ||
| Accrued pension and postretirement benefit obligations | | 158.9 | | 138.2 | | ||
| Deferred income taxes | | | 1,381.1 | | | 432.9 | |
| Other long-term liabilities | | 1,029.5 | | 788.5 | | ||
| Total Liabilities | | | 29,184.5 | | | 22,727.2 | |
| | | | | | | | |
| Redeemable noncontrolling interests | | | 9.0 | | | 9.3 | |
| | | | | | | | |
| Equity: | | | | | | | |
| Common stock | | | 1.2 | | | 1.2 | |
| Additional paid-in capital | | 4,505.7 | | 4,232.9 | | ||
| Retained earnings | | 11,644.9 | | 9,854.3 | | ||
| Treasury stock, at cost | | | (256.0) | | | (195.8) | |
| Accumulated other comprehensive loss | | (404.2) | | (479.5) | | ||
| Total stockholders’ equity attributable to Amphenol Corporation | | 15,491.6 | | 13,413.1 | | ||
| | | | | | | | |
| Noncontrolling interests | | 121.5 | | 87.3 | | ||
| Total Equity | | 15,613.1 | | 13,500.4 | | ||
| Total Liabilities, Redeemable Noncontrolling Interests and Equity | | $ | 44,806.6 | | $ | 36,236.9 | |
See accompanying notes to condensed consolidated financial statements.
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars and shares in millions, except per share data)
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | ||||||||
| | | June 30, | | June 30, | | ||||||||
| | | 2026 | | 2025 | | 2026 | | 2025 | |||||
| Net sales | | $ | 8,758.1 | | $ | 5,650.3 | | $ | 16,378.2 | | $ | 10,461.3 | |
| Cost of sales | | 5,210.1 | | 3,597.0 | | 10,030.0 | | 6,764.0 | | ||||
| Gross profit | | 3,548.0 | | 2,053.3 | | 6,348.2 | | 3,697.3 | | ||||
| Acquisition-related expenses | | 23.5 | | 12.0 | | 140.4 | | 56.0 | | ||||
| Selling, general and administrative expenses | | 939.9 | | 622.5 | | 1,791.4 | | 1,197.7 | | ||||
| Operating income | | 2,584.6 | | 1,418.8 | | 4,416.4 | | 2,443.6 | | ||||
| | | | | | | | | | | | | | |
| Interest expense | | (213.7) | | (80.9) | | (421.6) | | (157.4) | | ||||
| Other income (expense), net | | 17.5 | | 10.2 | | 39.2 | | 24.7 | | ||||
| Income before income taxes | | 2,388.4 | | 1,348.1 | | 4,034.0 | | 2,310.9 | | ||||
| Provision for income taxes | | (604.3) | | (247.3) | | (1,306.5) | | (465.9) | | ||||
| Net income | | | 1,784.1 | | | 1,100.8 | | | 2,727.5 | | | 1,845.0 | |
| Less: Net income attributable to noncontrolling interests | | (14.9) | | (9.5) | | (25.3) | | (15.9) | | ||||
| Net income attributable to Amphenol Corporation | | $ | 1,769.2 | | $ | 1,091.3 | | $ | 2,702.2 | | $ | 1,829.1 | |
| | | | | | | | | | | | | | |
| Net income attributable to Amphenol Corporation per common share — Basic | | $ | 1.44 | | $ | 0.90 | | $ | 2.20 | | $ | 1.51 | |
| | | | | | | | | | | | | | |
| Weighted average common shares outstanding — Basic | | 1,230.4 | | 1,215.3 | | 1,229.7 | | 1,212.5 | | ||||
| | | | | | | | | | | | | | |
| Net income attributable to Amphenol Corporation per common share — Diluted | | $ | 1.37 | | $ | 0.86 | | $ | 2.10 | | $ | 1.44 | |
| | | | | | | | | | | | | | |
| Weighted average common shares outstanding — Diluted | | 1,289.2 | | 1,272.2 | | 1,289.4 | | 1,269.2 | |
See accompanying notes to condensed consolidated financial statements.
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(dollars in millions)
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | ||||||||
| | | June 30, | | June 30, | | ||||||||
| | | 2026 | | 2025 | | 2026 | | 2025 | |||||
| | | | | | | | | | | | | | |
| Net income | | $ | 1,784.1 | | $ | 1,100.8 | | $ | 2,727.5 | | $ | 1,845.0 | |
| | | | | | | | | | | | | | |
| Total other comprehensive income, net of tax: | | | | | | | | | | | | | |
| Foreign currency translation adjustments | | 88.7 | | 175.0 | | 72.7 | | 247.1 | | ||||
| Reclassification of net unrealized loss on hedging activities to interest expense, net of tax of ($0.3) and ($0.6), respectively | | | 1.1 | | | — | | | 2.1 | | | — | |
| Pension and postretirement benefit plan adjustment, net of tax of ($0.4) and ($0.8) for 2026, and ($0.3) and ($0.6) for 2025, respectively | | 1.4 | | 0.8 | | 2.8 | | 1.6 | | ||||
| Total other comprehensive income, net of tax | | 91.2 | | 175.8 | | 77.6 | | 248.7 | | ||||
| | | | | | | | | | | | | | |
| Total comprehensive income | | 1,875.3 | | 1,276.6 | | 2,805.1 | | 2,093.7 | | ||||
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
(amounts in millions)
The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty. There has been no material change in the Company’s assessment of its sensitivity to foreign currency exchange rate risk since its presentation set forth in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in its 2025 Annual Report. From time to time, the Company may borrow under the Revolving Credit Facility and Commercial Paper Programs. In addition to the outstanding borrowings under the Company’s Euro Notes (as discussed in Note 4 of the Notes to Condensed Consolidated Financial Statements), any borrowings under the Euro Commercial Paper Program and Revolving Credit Facility have been and may continue to be denominated in various foreign currencies, including the Euro, and there can be no assurance that the Company can successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies in which such borrowings are made.
The Company manages its exposure to interest rate risk through a mix of fixed and variable rate debt and hedging contracts in some cases. The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which were issued in 2026. In August 2025, the Company entered into $1,500.0 10-year and $1,000.0 30-year notional treasury lock derivative instruments to hedge interest rate risk prior to the issuance of the November Senior Notes. In November 2025, the Company issued the November Senior Notes. The treasury locks were settled upon the issuance of the 4.625% Senior Notes and the 5.300% Senior Notes, respectively, for a cumulative loss of $88.0 ($67.4 after-tax). The cumulative after-tax loss was recorded in Accumulated other comprehensive income (loss) and is being amortized to Interest Expense over the terms of the 4.625% Senior Notes and the 5.300% Senior Notes, respectively. Refer to Note 4 and Note 5 of the accompanying Notes to Condensed Consolidated Financial Statements herein for further discussion related to these debt instruments.
In addition, any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). Any borrowings under the Commercial Paper Programs are subject to floating interest rates. Borrowings under each Delayed Draw Term Loan bear interest at rates that fluctuate with a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating. The Floating Rate Senior Notes bear interest at a floating rate per annum, reset quarterly, equal to compounded SOFR, plus 0.53%. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk related to changes in interest rates. As of June 30, 2026 and December 31, 2025, the Company had no borrowings outstanding under the Revolving Credit Facility and Commercial Paper Programs. However, the Company borrowed under the U.S. Commercial Paper Program during the first six months of 2026 from time to time, the proceeds of which were used for general corporate purposes. As of June 30, 2026, the Company had $934.1 and $1,534.1 outstanding under the 364-Day Delayed Draw Term Loan and the Three-Year Delayed Draw Term Loan, respectively. As of December 31, 2025, the Company had no borrowings outstanding under either Delayed Draw Term Loan. The Company may make additional borrowings under the Revolving Credit Facility and the Commercial Paper Programs in the future. To the extent that interest rates change related to floating interest rate debt and the Company has outstanding borrowings under any of our floating rate debt instruments (Commercial Paper Programs, Revolving Credit Facility and Delayed Draw Term Loans), our interest expense and interest payments will be impacted accordingly. Although the Company does not expect changes in interest rates to have a material effect on net income or cash flows for the remainder of 2026, there can be no assurance that interest rates will not change significantly from current levels. In addition, the Company may utilize interest rate derivative instruments to hedge interest rate risk associated with future debt issuances (see Note 5 of the Notes to Condensed Consolidated Financial Statements).
Item 4. Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. These disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.
Changes in Internal Control Over Financial Reporting
The Company completed the acquisition of CommScope on January 9, 2026. The Company is in the process of integrating CommScope’s processes and internal control over financial reporting, and it will be completed within the time provided by the applicable rules and regulations of the SEC for a recently acquired business. As such, the scope of our current assessment of internal control over financial reporting does not yet include CommScope.
CommScope accounted for approximately 5% of total assets as of June 30, 2026, excluding the preliminary value of goodwill and purchased intangible assets, and 14% and 13% of consolidated net sales for the three and six months ended June 30, 2026, respectively.
There have been no other changes in our internal control over financial reporting during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Information required with respect to legal proceedings in this Part II, Item 1 is incorporated herein by reference and included in Note 15 of the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report.
Item 1A. Risk Factors
There have been no material changes to the Company’s risk factors as disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchase of Equity Securities
On April 23, 2024, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program under which the Company may purchase up to $2.0 billion of the Company’s Class A Common Stock (“Common Stock”) during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program became effective on April 29, 2024. During the three months ended June 30, 2026, the Company repurchased 1.5 million shares of its Common Stock for $208.0 million under the 2024 Stock Repurchase Program. All of the repurchased shares under the 2024 Stock Repurchase Program during the three months ended June 30, 2026 have been retired by the Company. From July 1, 2026 to July 28, 2026, the Company repurchased 0.5 million additional shares of its Common Stock for $74.0 million, and, as of July 29, 2026, the Company has remaining authorization to purchase up to $411.1 million 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.
The table below reflects the Company’s stock repurchases for the three months ended June 30, 2026:
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|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | Total Number of | | Maximum Dollar | ||
| (dollars in millions, except price per share) | | | | | | | Shares Purchased as | | Value of Shares | ||
| | | Total Number | | Average | | Part of Publicly | | that May Yet be | |||
| | | of Shares | | Price Paid | | Announced Plans or | | Purchased Under the | |||
| Period | | Purchased | | per Share | | Programs | | Plans or Programs | |||
| April 1 to April 30, 2026 | 329,500 | $ | 141.08 | 329,500 | $ | 646.6 | | ||||
| May 1 to May 31, 2026 | 626,800 | | 130.12 | 626,800 | 565.0 | | |||||
| June 1 to June 30, 2026 | 517,200 | | 154.50 | 517,200 | $ | 485.1 | | ||||
| Total | 1,473,500 | $ | 141.13 | 1,473,500 | | | |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Trading Arrangements
During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Item 6. Exhibits
† Management contract or compensatory plan or arrangement.
- Incorporated herein by reference as stated.
˄ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
** Filed herewith.
*** Furnished herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | AMPHENOL CORPORATION |
|---|---|---|
| | | |
| | | |
| | By: | /s/ Craig A. Lampo |
| | | Craig A. Lampo |
| | | Executive Vice President and Chief Financial Officer (Authorized Signatory__and Principal Financial Officer) |
| | | |
| Date: July 31, 2026 | | |