Amphenol APH · USD

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.

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 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.

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, 2025United States, federal$ 134.3United States, state and local​ 30.6China​ 579.5Canada​ 84.0Other foreign jurisdictions​ 255.7Cash 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.

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 $127.1, respectively, which include an immaterial amount of variable lease cost, and is recorded in Cost of sales and Selling, general and administrative expenses, dependent on the nature of the leased asset. Other than variable lease cost, operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under non-cancelable operating leases for each of the next five years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate leases and (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities recognized, all as of December 31, 2025:​​​​​​​​Year Ending December 31,​​2026​$ 161.42027​​ 128.52028​​ 98.92029​​ 72.62030​​ 49.2Thereafter​​ 138.7Total future minimum lease payments​$ 649.3Less 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 ​ ​ ​2024Operating lease right-of-use assets (included in Other long-term assets)​$ 559.0​$ 384.4​​​​​​​Other accrued expenses​$ 141.1​$ 108.5Other 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.

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.

Cybersecurity Risk Management and Strategy​We have developed and implemented an information security and cybersecurity risk management program (“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information technology systems. Our Program takes a risk-based approach and is integrated into our overall enterprise risk management program. We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to align our Program with industry best practices. This does not imply that we meet any particular technical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. ​The Company maintains a decentralized information technology infrastructure, where each of our business units utilizes a separate and distinct information technology system. This means that if any business unit’s systems are compromised, there is less risk that another business unit will be impacted by that event. This decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems.

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.