What is this filing and why was it filed?

This is Amendment No. 1 to Amphenol's January 12, 2026 8-K announcing the CommScope acquisition. The original 8-K omitted the target's audited financials and pro forma information under an SEC instruction allowing a later filing, and this amendment supplies those required items. It contains no new operational or strategic announcements.

How strong is the acquired CommScope business?

On the carve-out basis, 2025 net sales rose about 33% to $3.75 billion and operating income rose about 58% to $740 million, with operating margin improving from roughly 16.5% to 19.7%. Net income was $545 million. These figures include allocated Vistance corporate costs of about $265 million, so a standalone cost base could differ.

How will the deal affect Amphenol's earnings?

On a GAAP pro forma basis for 2025, diluted EPS would have been $3.23 versus $3.34 reported, a dilution of roughly 3%. The main drags are about $448 million of new interest expense and purchase-accounting charges such as inventory step-up and intangible amortization. On Amphenol's adjusted non-GAAP basis, pro forma diluted EPS is $3.36, roughly in line with the prior $3.34, and the adjusted operating margin is 24.8%, lower than Amphenol's standalone 26.2% because of the CommScope mix.

What are the main risks or open items disclosed?

The purchase price allocation and pro forma figures are preliminary and may change materially over the measurement period. Accounting policy alignment and reclassifications are still being reviewed. A third-party raw-material supplier challenged the enforceability of a long-term supply contract (with $100 million of advance payments on the seller's balance sheet), and the potential loss cannot be estimated. The filing also notes that the carve-out statements may not reflect standalone results.

How is the acquisition being financed and what does it mean for leverage?

About $3.07 billion was drawn from two unsecured delayed-draw term loans ($2.0 billion three-year and $2.0 billion 364-day, with $1.53 billion each recorded in current and long-term debt), on top of $7.5 billion of senior notes issued in November 2025. Pro forma total debt is roughly $17.6 billion against about $26.8 billion of pro forma sales, so leverage rises, and the 364-day facility will need refinancing or repayment within about a year.

APH 8-K: Regulation FD — Mar 27, 2026

01—Abstract

Summary

Summary of the 8-K/A filed March 27, 2026. Cited figures are marked; the original filing is the authoritative source.

Amphenol (APH) filed this Form 8-K/A (Amendment No. 1) on March 27, 2026 to supplement its January 12, 2026 8-K announcing the closing of its roughly $10.5 billion^a cash acquisition of the Connectivity and Cable Solutions business of Vistance Networks (formerly CommScope Holding), which closed January 9, 2026.

The amendment adds the audited combined financial statements of the CommScope business for 2025 and 2024 (Exhibit 99.1), unaudited pro forma condensed combined financial information (Exhibit 99.2), and supplemental non-GAAP reconciliations (Exhibit 99.3). The filing itself contains no new strategic announcements; its value to investors is in the financial detail it provides on the acquired business and the pro forma impact on Amphenol. The acquired CCS business reported 2025 net sales of $3.75 billion^b, up roughly 33% from $2.82 billion in 2024, with operating income of $739.6 million (about 19.7% margin) versus $467.2 million (16.5%) a year earlier.

Net income attributable to the business was $545.4 million^c in 2025. The business is asset-light relative to its earnings, with $1.2 billion of current assets, $2.16 billion of goodwill, and cash from operations of $547 million. Results are carve-out figures with allocated Vistance corporate costs of about $265 million, so standalone profitability may differ.

The filing also flags an open risk: a counterparty to a long-term raw material supply contract (with $100 million^d of advance payments recorded as an asset) challenged its enforceability after the sale, and the outcome cannot yet be estimated. On a pro forma basis for 2025, combined net sales would have been about $26.85 billion and operating income about $6.26 billion, versus $5.87 billion for Amphenol alone. Pro forma GAAP diluted EPS would have been $3.23 versus $3.34 reported, reflecting about $448 million of incremental interest expense from $3.07 billion of delayed-draw term loans, inventory step-up and backlog amortization, and acquisition costs.

Amphenol's own supplemental adjusted (non-GAAP) pro forma diluted EPS is $3.36, versus $3.34 historical adjusted, and pro forma adjusted operating margin is 24.8% (GAAP 23.3%). Purchase price allocation is preliminary, with about $6.9 billion of goodwill and $3.3 billion of identified intangibles, so final figures may change materially within the 12-month measurement period.

02—Key points

Key Highlights

Completed the ~$10.5 billion cash acquisition of CommScope's Connectivity and Cable Solutions business from Vistance Networks on January 9, 2026, on a cash-free, debt-free basis.
Acquired business generated 2025 net sales of $3.75 billion (up ~33% YoY from $2.82 billion) and operating income of $739.6 million (up ~58% YoY), a ~19.7% operating margin.
Pro forma 2025 combined net sales of ~$26.85 billion versus $23.09 billion for Amphenol alone; pro forma operating income ~$6.26 billion versus $5.87 billion.
Pro forma GAAP diluted EPS of $3.23 vs. $3.34 reported, reflecting ~$448 million of incremental acquisition-financing interest expense at a 4.7% weighted average rate.
Amphenol's supplemental non-GAAP pro forma adjusted diluted EPS of $3.36 and adjusted operating margin of 24.8%, versus 26.2% historical adjusted operating margin.
Funded with $3.07 billion of delayed-draw term loans plus proceeds from $7.5 billion of senior notes issued in November 2025.
Preliminary purchase accounting yields ~$6.9 billion of goodwill and ~$3.3 billion of intangibles; figures are subject to change within the 12-month measurement period.
A raw-material supplier challenged the enforceability of a long-term supply contract after the sale; the outcome and potential loss are currently not estimable.

03—Questions

Frequently Asked Questions

What is this filing and why was it filed?
This is Amendment No. 1 to Amphenol's January 12, 2026 8-K announcing the CommScope acquisition. The original 8-K omitted the target's audited financials and pro forma information under an SEC instruction allowing a later filing, and this amendment supplies those required items. It contains no new operational or strategic announcements.
How strong is the acquired CommScope business?
On the carve-out basis, 2025 net sales rose about 33% to $3.75 billion and operating income rose about 58% to $740 million, with operating margin improving from roughly 16.5% to 19.7%. Net income was $545 million. These figures include allocated Vistance corporate costs of about $265 million, so a standalone cost base could differ.
How will the deal affect Amphenol's earnings?
On a GAAP pro forma basis for 2025, diluted EPS would have been $3.23 versus $3.34 reported, a dilution of roughly 3%. The main drags are about $448 million of new interest expense and purchase-accounting charges such as inventory step-up and intangible amortization. On Amphenol's adjusted non-GAAP basis, pro forma diluted EPS is $3.36, roughly in line with the prior $3.34, and the adjusted operating margin is 24.8%, lower than Amphenol's standalone 26.2% because of the CommScope mix.
What are the main risks or open items disclosed?
The purchase price allocation and pro forma figures are preliminary and may change materially over the measurement period. Accounting policy alignment and reclassifications are still being reviewed. A third-party raw-material supplier challenged the enforceability of a long-term supply contract (with $100 million of advance payments on the seller's balance sheet), and the potential loss cannot be estimated. The filing also notes that the carve-out statements may not reflect standalone results.
How is the acquisition being financed and what does it mean for leverage?
About $3.07 billion was drawn from two unsecured delayed-draw term loans ($2.0 billion three-year and $2.0 billion 364-day, with $1.53 billion each recorded in current and long-term debt), on top of $7.5 billion of senior notes issued in November 2025. Pro forma total debt is roughly $17.6 billion against about $26.8 billion of pro forma sales, so leverage rises, and the 364-day facility will need refinancing or repayment within about a year.

04—Continue

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