Acquisitions

3 Months Ended

Mar. 31, 2026

Acquisitions

Acquisitions

Note 11—Acquisitions

2026 Acquisitions

On January 9, 2026, the Company completed the acquisition of the Connectivity and Cable Solutions business (which we now refer to collectively as “CommScope”) of Vistance Networks, Inc. (“Vistance,” formerly known as CommScope Holding Company, Inc.) for an aggregate purchase price of $10,592.9 in cash, subject to customary post-closing adjustments. CommScope is included in the Communications Solutions segment. The CommScope acquisition was funded 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. CommScope adds significant fiber optic interconnect capabilities for the IT datacom and communications networks markets, as well as a diverse range of industrial interconnect products for the building infrastructure connectivity market. The accompanying Condensed Consolidated Statements of Income include the results of CommScope for the period from the acquisition date through March 31, 2026. Net sales and Net loss from CommScope during this period were $871.5 and $9.0, respectively. The Net loss excludes interest expense and external transaction costs related to the acquisition and includes $155.5 ($119.1 after-tax) of non-cash amortization related to the value associated with acquired backlog and acquisition-related inventory step-up discussed below.

Acquisition-related expenses

During the three months ended March 31, 2026, the Company incurred a total of $248.9 ($200.6 after-tax, or $0.16 per diluted share) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the CommScope and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $116.9, of which $90.3 relates to the CommScope acquisition, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $132.0 associated with the CommScope acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Preliminary Allocation of Purchase Price

The purchase price for the CommScope acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed of CommScope based upon their estimated fair values. The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill, which primarily represents the value of assembled workforce along with anticipated cost savings and efficiencies associated with the integration of CommScope and other intangible assets acquired that do not qualify for separate recognition. The Company is in the process of completing its analysis of the fair value of the net assets acquired through the use of independent valuations and management’s estimates. Since the following information is based on preliminary assessments made by management as of March 31, 2026, the acquisition accounting for CommScope is subject to final adjustment and it is possible that the final assessment of values may differ from this preliminary assessment. The following table summarizes the preliminary assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed, as of the date of acquisition of January 9, 2026.

ASSETS
Cash and cash equivalents	$	204.4
Accounts receivable		720.0
Inventories		656.1
Prepaid expenses and other current assets		65.1
Property, plant and equipment, net		319.7
Goodwill		6,978.4
Other intangible assets, net		3,306.0
Other long-term assets		319.8
Assets acquired		12,569.5
LIABILITIES
Accounts payable		416.4
Accrued salaries, wages and employee benefits		137.6
Other accrued expenses		265.9
Deferred income taxes		730.2
Other long-term liabilities		215.2
Noncontrolling interests		6.9
Liabilities assumed		1,772.2
Net assets acquired	$	10,797.3

The $3,306.0 of acquired intangible assets is comprised of $1,456.0, $1,211.0, $592.0 and $47.0 assigned to proprietary technology, customer relationships, trade names and backlog, respectively, all of which are subject to amortization. These finite-lived acquired intangible assets have a total weighted average useful life of approximately 16 years. The proprietary technology, customer relationships, trade names and backlog have a weighted average useful life of 14 years, 16 years, 22 years and 0.5 years, respectively. These finite-lived intangible assets will be amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows. The entire amount of goodwill was assigned to the Communications Solutions segment, none of which is expected to be deductible for tax purposes.

Pro Forma Financial Information

The following table summarizes the unaudited pro forma combined financial information assuming that the CommScope acquisition had occurred on January 1, 2025, and its results had been included in our financial results for the full three months ended March 31, 2026 and 2025. The pro forma amounts are based upon available information and reflect a reasonable estimate of the effects of the CommScope acquisition for the periods presented on the basis set forth herein. The following unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations would have been had the CommScope acquisition in fact occurred on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods.

	Three Months Ended
	March 31,
Pro forma:	2026		2025
Net sales	$	7,707.7	$	5,535.1
Net income attributable to Amphenol Corporation		1,120.1		496.8
Net income attributable to Amphenol Corporation per common share — Diluted	$	0.87	$	0.39

The unaudited pro forma financial information includes the historical operating results of the Company and CommScope prior to the acquisition, with directly attributable adjustments to reflect the additional depreciation and amortization, the associated incurrence of interest expense and interest income earned, acquisition-related costs and the consequential tax effects from January 1, 2025. The unaudited pro forma financial information for the three months ended March 31, 2026 was adjusted to remove $222.3 ($181.0 after-tax, or $0.14 per diluted share) of nonrecurring acquisition-related expenses resulting from the CommScope acquisition, comprised of (i) $66.8 in transaction expenses, (ii) $132.0 related to amortization of inventory step-up costs, and (iii) $23.5 of amortization related to the value associated with acquired backlog. The unaudited pro forma financial information for the three months ended March 31, 2025 was adjusted to recognize $243.2 ($201.9 after-tax, or $0.16 per diluted share) of nonrecurring acquisition-related expenses resulting from the CommScope acquisition, comprised of (i) $87.7 in transaction expenses, (ii) $132.0 related to amortization of inventory step-up costs, and (iii) $23.5 of amortization related to the value associated with acquired backlog. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the CommScope acquisition been consummated as of the date indicated, nor indicative of any future results, including the realization of any synergies or cost savings.

2025 Acquisitions

During the year ended December 31, 2025, the Company completed five acquisitions (collectively, the “2025 Acquisitions”), including (i) the acquisition of the Outdoor Wireless Networks segment and Distributed Antenna Systems business (collectively, “Andrew”) from Vistance and (ii) the acquisition of Trexon, for approximately $3,818.6, net of cash acquired. The Andrew acquisition is included in the Communications Solutions segment, three acquisitions, including Trexon, are included in the Harsh Environment Solutions segment, and one acquisition is included in the Interconnect and Sensor Systems segment. The 2025 Acquisitions were each funded using cash on hand, proceeds from senior notes, borrowings under the U.S. Commercial Paper Program, or a combination thereof.

As of March 31, 2026, the 2025 Acquisitions resulted in the recognition of $2,162.5 of goodwill and $1,203.0 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 having useful lives ranging from 10 to 18 years, the proprietary technology having useful lives ranging from 10 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 $672.8 of the goodwill recognized from the 2025 Acquisitions will be deductible for tax purposes.

The Company completed the acquisition accounting, including the analyses of fair value of assets acquired and liabilities assumed, for two of the 2025 Acquisitions, including the Andrew acquisition, and the final assessment of values did not differ materially from the previous preliminary assessment. The Company is in the process of analyzing and completing the allocation of the fair value of the assets acquired and liabilities assumed for the other three 2025 Acquisitions. Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management, 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 Condensed 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-related expenses

During the three months ended March 31, 2025, the Company incurred $104.9 ($82.1 after-tax, or $0.06 per diluted share) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew acquisition and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $44.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $60.9 associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).