Acquisitions

6 Months Ended

Jun. 30, 2025

Acquisitions

Acquisitions

Note 11—Acquisitions

2025 Acquisitions

During the first six months of 2025, the Company completed three acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope, for approximately $2,483.2, net of cash acquired. The Andrew Business has been included in the Communications Solutions segment, and the other two acquisitions have been included in the Harsh Environment Solutions 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 June 30, 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 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 of Andrew Business from CommScope

On January 31, 2025, pursuant to a purchase agreement with CommScope, dated July 18, 2024, the Company completed the acquisition of the Andrew Business from CommScope for an aggregate purchase price of approximately $2,041.1 net of cash acquired and subject to customary post-closing adjustments. The Andrew Business provides communications network solutions, with advanced technologies in the area of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Andrew Business’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. The Andrew Business has been included in the Communications Solutions segment.

As of June 30, 2025, the acquisition of the Andrew Business resulted in the recognition of $893.1 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 acquired that do not qualify for separate recognition. The Company expects that $813.0 of the goodwill recognized from the Andrew Business will be deductible for tax purposes.

During the three and six months ended June 30, 2025, the Company incurred $28.9 ($24.1 after-tax) and $133.8 ($106.3 after-tax), respectively, of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew Business acquisition and cash paid for external transaction costs related to acquisitions (such acquisition-related expenses aggregating $12.0 and $56.0, respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $16.9 and $77.8, respectively, associated with the Andrew Business acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

2024 Acquisitions

During the year ended December 31, 2024, the Company completed two acquisitions (collectively, the “2024 Acquisitions”), including the acquisition of CIT, for approximately $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 June 30, 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 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.

The Company completed the acquisition accounting, including the analyses of fair value of assets acquired and liabilities assumed, for the acquisition of CIT, 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 assets acquired and liabilities assumed for the other 2024 Acquisition. Since the current purchase price allocation for such other acquisition is based on a preliminary assessment made by management as of June 30, 2025, the acquisition accounting is subject to final adjustments, and it is possible that the final assessment of values may differ from the Company’s preliminary assessment. The operating results of the 2024 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, were not presented, since the 2024 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.