Acquisitions |
12 Months Ended |
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Dec. 31, 2025 | |
| Acquisitions | |
| Acquisitions | 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 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 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. 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 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.
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