Consolidated Statements of Inco
Consolidated Statements of Income (USD $) | |||
In Thousands, except Share data | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Consolidated Statements of Income | |||
Net sales | $2,820,065 | $3,236,471 | $2,851,041 |
Cost of sales | 1,933,511 | 2,187,318 | 1,920,900 |
Gross profit | 886,554 | 1,049,153 | 930,141 |
Selling, general and administrative expense | 397,641 | 416,914 | 377,283 |
Operating income | 488,913 | 632,239 | 552,858 |
Interest expense | (36,586) | (39,627) | (36,876) |
Early extinguishment of interest rate swaps | (4,575) | ||
Other expenses, net | (1,225) | (32) | (4,480) |
Income before income taxes | 446,527 | 592,580 | 511,502 |
Provision for income taxes | (119,311) | (163,003) | (147,790) |
Net income | 327,216 | 429,577 | 363,712 |
Less: Net income attributable to noncontrolling interests | (9,382) | (10,426) | (10,518) |
Net income attributable to Amphenol Corporation | $317,834 | $419,151 | $353,194 |
Net income per common share - Basic (in dollars per share) | 1.85 | 2.39 | 1.98 |
Weighted average common shares outstanding - Basic (in shares) | 171,607,643 | 175,663,797 | 178,453,249 |
Net income per common share - Diluted (in dollars per share) | 1.83 | 2.34 | 1.94 |
Weighted average common shares outstanding - Diluted (in shares) | 173,941,752 | 178,813,013 | 182,503,969 |
Dividends declared per common share (in dollars per share) | 0.06 | 0.06 | 0.06 |
Consolidated Balance Sheets
Consolidated Balance Sheets (USD $) | ||
In Thousands | Dec. 31, 2009
| Dec. 31, 2008
|
Current Assets: | ||
Cash and cash equivalents | $384,613 | $214,987 |
Accounts receivable, less allowance for doubtful accounts of $18,785 and $14,982, respectively | 449,591 | 515,999 |
Inventories, net: | ||
Raw materials and supplies | 124,192 | 130,572 |
Work in process | 215,883 | 233,003 |
Finished goods | 121,675 | 148,932 |
Total Inventories, net | 461,750 | 512,507 |
Other current assets | 124,441 | 92,371 |
Total current assets | 1,420,395 | 1,335,864 |
Land and depreciable assets: | ||
Land | 20,008 | 18,699 |
Buildings and improvements | 152,265 | 149,631 |
Machinery and equipment | 735,789 | 686,949 |
Land and depreciable assets, Gross | 908,062 | 855,279 |
Accumulated depreciation | (575,187) | (510,764) |
Land and depreciable assets, Net | 332,875 | 344,515 |
Goodwill | 1,368,672 | 1,232,335 |
Other long-term assets | 97,242 | 81,445 |
Total Assets | 3,219,184 | 2,994,159 |
Current Liabilities: | ||
Accounts payable | 292,122 | 305,950 |
Accrued salaries, wages and employee benefits | 64,143 | 59,644 |
Accrued income taxes | 57,272 | 65,846 |
Accrued acquisition-related obligations | 7,244 | 120,357 |
Other accrued expenses | 81,979 | 82,596 |
Current portion of long-term debt and capital lease obligations | 399 | 439 |
Total current liabilities | 503,159 | 634,832 |
Long-term debt and capital lease obligations | 753,050 | 786,020 |
Accrued pension and post-employment benefit obligations | 172,235 | 161,669 |
Other long-term liabilities | 27,922 | 43,069 |
Shareholders' Equity: | ||
Class A Common Stock, $.001 par value; 500,000,000 shares authorized; 173,209,928 and 171,186,218 shares issued and outstanding at December 31, 2009 and 2008, respectively | 174 | 171 |
Additional paid-in capital | 71,368 | 22,746 |
Accumulated earnings | 1,774,625 | 1,467,099 |
Accumulated other comprehensive loss | (100,090) | (140,591) |
Total shareholders' equity attributable to Amphenol Corporation | 1,746,077 | 1,349,425 |
Noncontrolling interests | 16,741 | 19,144 |
Total equity | 1,762,818 | 1,368,569 |
Total Liabilities & Shareholders' Equity | $3,219,184 | $2,994,159 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | ||
In Thousands, except Share data | Dec. 31, 2009
| Dec. 31, 2008
|
Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $18,785 | $14,982 |
Class A Common Stock, par value (in dollars per share) | 0.001 | 0.001 |
Class A Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Class A Common Stock, shares issued | 173,209,928 | 171,186,218 |
Class A Common Stock, shares outstanding | 173,209,928 | 171,186,218 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity and Other Comprehensive Income (USD $) | ||||||||
In Thousands | Common Stock
| Additional Paid in Capital (Deficit)
| Comprehensive Income (Loss)
| Accumulated Earnings
| Accum. Other Comprehensive Income (Loss)
| Treasury Stock
| Noncontrolling Interests
| Total
|
Balance at Dec. 31, 2006 | $179 | ($119,421) | $1,142,536 | ($81,084) | ($39,216) | $18,681 | $921,675 | |
Comprehensive income: | ||||||||
Net income | 363,712 | 353,194 | 10,518 | 363,712 | ||||
Other comprehensive income, net of tax: | ||||||||
Translation adjustments | 28,228 | 26,078 | 2,150 | 28,228 | ||||
Revaluation of interest rate derivatives | (10,070) | (10,070) | (10,070) | |||||
Defined benefit plan liability adjustment | 21,432 | 21,432 | 21,432 | |||||
Other comprehensive income (loss) | 39,590 | |||||||
Comprehensive income | 403,302 | |||||||
Purchase of noncontrolling interests | (15,781) | (15,781) | ||||||
Acquisitions resulting in noncontrolling interests | 2,841 | 2,841 | ||||||
Distributions to shareholders of noncontrolling interests | (3,575) | (3,575) | ||||||
Purchase of treasury stock | (93,594) | (93,594) | ||||||
Retirement of treasury stock | (1) | (53,198) | 53,199 | |||||
Cumulative effect of adoption of ASC 740 | (163) | (163) | ||||||
Stock compensation | 207 | 207 | ||||||
Stock options exercised, including tax benefit | 3 | 63,123 | 63,126 | |||||
Dividends declared | (10,734) | (10,734) | ||||||
Stock-based compensation expense | 12,444 | 12,444 | ||||||
Balance at Dec. 31, 2007 | 181 | (43,647) | 1,431,635 | (43,644) | (79,611) | 14,834 | 1,279,748 | |
Comprehensive income: | ||||||||
Net income | 429,577 | 419,151 | 10,426 | 429,577 | ||||
Other comprehensive income, net of tax: | ||||||||
Translation adjustments | (39,518) | (36,589) | (2,929) | (39,518) | ||||
Revaluation of interest rate derivatives | (8,691) | (8,691) | (8,691) | |||||
Defined benefit plan liability adjustment | (51,667) | (51,667) | (51,667) | |||||
Other comprehensive income (loss) | (99,876) | |||||||
Comprehensive income | 329,701 | |||||||
Purchase of noncontrolling interests | (445) | (445) | ||||||
Acquisitions resulting in noncontrolling interests | 197 | 197 | ||||||
Distributions to shareholders of noncontrolling interests | (2,939) | (2,939) | ||||||
Purchase of treasury stock | (293,626) | (293,626) | ||||||
Retirement of treasury stock | (11) | (373,226) | 373,237 | |||||
Stock compensation | 198 | 198 | ||||||
Stock options exercised, including tax benefit | 1 | 49,879 | 49,880 | |||||
Dividends declared | (10,461) | (10,461) | ||||||
Stock-based compensation expense | 16,316 | 16,316 | ||||||
Balance at Dec. 31, 2008 | 171 | 22,746 | 1,467,099 | (140,591) | 19,144 | 1,368,569 | ||
Comprehensive income: | ||||||||
Net income | 327,216 | 317,834 | 9,382 | 327,216 | ||||
Other comprehensive income, net of tax: | ||||||||
Translation adjustments | 22,521 | 23,793 | (1,272) | 22,521 | ||||
Revaluation of interest rate derivatives | 13,354 | 13,354 | 13,354 | |||||
Defined benefit plan liability adjustment | 3,354 | 3,354 | 3,354 | |||||
Other comprehensive income (loss) | 39,229 | |||||||
Comprehensive income | 366,445 | |||||||
Purchase of noncontrolling interests | (14,529) | (1,367) | (15,896) | |||||
Acquisitions resulting in noncontrolling interests | 983 | 983 | ||||||
Distributions to shareholders of noncontrolling interests | (10,129) | (10,129) | ||||||
Stock compensation | 131 | 131 | ||||||
Stock options exercised, including tax benefit | 3 | 42,780 | 42,783 | |||||
Dividends declared | (10,308) | (10,308) | ||||||
Stock-based compensation expense | 20,240 | 20,240 | ||||||
Balance at Dec. 31, 2009 | $174 | $71,368 | $0 | $1,774,625 | ($100,090) | $16,741 | $1,762,818 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (USD $) | |||
In Thousands | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Consolidated Statements of Cash Flow | |||
Net income | $327,216 | $429,577 | $363,712 |
Adjustments for cash from operating activities: | |||
Depreciation and amortization | 98,524 | 91,302 | 82,348 |
Stock-based compensation expense | 20,240 | 16,316 | 12,444 |
Net change in operating assets and liabilities: | |||
Accounts receivable | 96,588 | 1,419 | (87,013) |
Inventory | 76,332 | (47,570) | (22,724) |
Other current assets | 6,017 | (7,504) | (7,232) |
Excess tax benefits from stock-based payment arrangements | (16,085) | (21,307) | (23,691) |
Net change in receivables sold | (3,000) | ||
Accounts payable | (31,709) | 2,699 | 43,651 |
Accrued income taxes | 16,920 | 13,623 | 5,466 |
Other accrued liabilities | (19,494) | 18,644 | 28,549 |
Accrued pension and post employment benefits | 6,526 | (15,940) | (6,316) |
Other long-term assets | 8,842 | 1,900 | 1,789 |
Other | (4,620) | (1,636) | (3,084) |
Cash flow provided by operating activities | 582,297 | 481,523 | 387,899 |
Cash flow from investing activities: | |||
Additions to property, plant and equipment | (63,058) | (108,280) | (103,772) |
Proceeds from disposal of fixed assets | 3,224 | 940 | 5,354 |
Purchases of short-term investments | (33,342) | (2,938) | (1,360) |
Acquisitions, net of cash acquired | (280,014) | (135,807) | (138,163) |
Cash flow used in investing activities | (373,190) | (246,085) | (237,941) |
Cash flow from financing activities: | |||
Net change in borrowings under revolving credit facilities | (631,934) | 61,914 | 41,622 |
Borrowings under senior notes, net of discount | 598,878 | ||
Settlement of interest rate swap agreements | (4,575) | ||
Payment of fees and expenses related to senior notes financing | (4,650) | ||
Purchase of treasury stock | (293,625) | (93,594) | |
Proceeds from exercise of stock options | 25,481 | 27,081 | 34,550 |
Excess tax benefits from stock-based payment arrangements | 16,085 | 21,307 | 23,691 |
Payments to noncontrolling interests | (23,328) | (41,137) | |
Dividend payments | (10,279) | (10,617) | (10,710) |
Cash flow used in financing activities | (34,322) | (193,940) | (45,578) |
Effect of exchange rate changes on cash and cash equivalents | (5,159) | (10,152) | 5,126 |
Net change in cash and cash equivalents | 169,626 | 31,346 | 109,506 |
Cash and cash equivalents balance, beginning of year | 214,987 | 183,641 | 74,135 |
Cash and cash equivalents balance, end of year | 384,613 | 214,987 | 183,641 |
Cash paid during the year for: | |||
Interest | 38,532 | 39,180 | 36,238 |
Income taxes | $117,122 | $124,929 | $100,772 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Summary Of Significant Accounting Policies | Note1-Summary of Significant Accounting Policies Operations Amphenol Corporation (Amphenol or the Company) operates two business segments which consist of manufacturing and selling interconnect products and assemblies, and manufacturing and selling cable products. The Company sells its products to customer locations worldwide. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents consist of cash and liquid investments with an original maturity of less than three months. The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. accounts. Sale of Receivables A subsidiary of the Company has an agreement with a financial institution whereby the subsidiary can sell an undivided interest of up to $100,000 in a designated pool of qualified accounts receivable (the Accounts Receivable Agreement). The Company services, administers and collects the receivables on behalf of the purchaser. The Accounts Receivable Agreement includes certain covenants and provides for various events of termination and was originally set to expire in July2009. The Accounts Receivable Agreement was amended in May2009 to extend the term of the agreement to May2010. Upon expiration of the term, the Company intends to replace the Accounts Receivable Agreement with a similar program. Due to the short-term nature of the accounts receivable, the fair value approximates carrying value. Program fees payable to the purchaser under this agreement are equivalent to rates afforded high quality commercial paper issuers plus certain fees and administrative expenses and are included in other expenses, net, in the accompanying Consolidated Statements of Income. The aggregate value of receivables transferred to the pool for the year 2009, 2008 and 2007 were $986,655, $1,068,229 and $1,065,892, respectively. At December31, 2009 and 2008, $73,964 and $104,388, respectively, of accounts receivable were transferred to the subsidiary, but not purchased by the financial institution and are therefore included in the accounts receivable balance in the accompanying Consolidated Balance Sheets. At December31, 2009 and 2008, $82,000 and $85,000, respectively, of receivables were sold and are therefore not reflected in the accounts receivable or debt balances in the accompanying Consolidated Balance Sheets. Effective January1, 2010, with the adoption of recent amendments to the Transfers and Servicing and Consolidat |
Long-Term Debt And Capital Leas
Long-Term Debt And Capital Lease Obligations | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Long-Term Debt And Capital Lease Obligations | Note2Long-Term Debt and Capital Lease Obligations Long-term debt consists of the following: Average Interest Rate December31, at December31, 2009 Maturity 2009 2008 Senior Notes (less unamortized discount of $1,085) 4.75 % 2014 $ 598,915 $ Revolving Credit Facility 5.13 % 2011 150,000 778,000 Notes payable to foreign banks and other debt 7.71 % 2010-2018 4,534 8,459 753,449 786,459 Less current portion 399 439 Total long-term debt and capital lease obligations $ 753,050 $ 786,020 In November2009, the Company issued $600,000 of unsecured 4.75% Senior Notes due in November, 2014 at a discount of 99.813%. Net proceeds from the sale of the Senior Notes were used to repay borrowings under the Companys Revolving Credit Facility. In addition, the Company incurred fees and expenses related to the Senior Notes of $4,650, which were capitalized and will be amortized over the term of the Senior Notes. Interest on the Senior Notes is payable semi-annually on May15 and November15 of each year, beginning on May15, 2010. The Company will make each interest payment to the holders of record on the immediately preceding May1 and November1. The Company may, at its option, redeem some or all of the Senior Notes at any time by paying a make-whole premium, plus accrued and unpaid interest, if any, to the date of repurchase. The Senior Notes are unsecured and rank equally in right of payment with all of the Companys other unsecured senior indebtedness. In conjunction with the note issuance, the Companys existing five-year senior unsecured Revolving Credit Facility, which matures in August2011, was amended to reduce the commitment from $1,000,000 to $752,000. At December31, 2009, borrowings and availability under the facility were $150,000 and $602,000, respectively. The Companys interest rate on borrowings under the Revolving Credit Facility is LIBOR plus 40 basis points. The Company also pays certain annual agency and facility fees. The Revolving Credit Facility requires that the Company satisfy certain financial covenants. At December31, 2009, the Company was in compliance with the financial covenants under the Revolving Credit Facility, and the Companys credit rating from Standard Poors was BBB- and from Moodys was Baa3. As of December31, 2009, the Company had interest rate swap agreements of $150,000 that fix the Companys LIBOR interest rate at 4.73%, expiring in July2010. The fair value of such agreements represents the amounts that the Company would receive or pay if the agreements were terminated. The fair value of swaps indicated that termination of the agreements at December31, 2009 would have resulted in a pre-tax loss of $3,664; such loss, net of tax of $1,356, was recorded in accumulated other comprehensive loss. In conjunction with the repayment of borrowings under the Revolving Credit Facility from the net proceeds from the issuance of Senior Notes, certain interest rate swap agreements were terminated and a one-time charge of $4,575 (or $.02 per share) was incurred related to the cost of such termination. |
Fair Value Measurements
Fair Value Measurements | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Fair Value Measurements | Note 3Fair Value Measurements Effective January1, 2008, the Company adopted standards set forth in the Fair Value Measurements and Disclosures Topic of the ASC, which includes a new framework for measuring fair value of financial and non-financial instruments and expands related disclosures. The Company does not have any non-financial instruments accounted for at fair value on a recurring basis. Broadly, the framework within the Fair Value Measurements and Disclosures Topic requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. These standards establish market or observable inputs as the preferred source of values. Assumptions based on hypothetical transactions are used in the absence of market inputs. The valuation techniques required are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companys market assumptions. These two types of inputs create the following fair value hierarchy: Level 1 Quoted prices for identical instruments in active markets. Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Significant inputs to the valuation model are unobservable. The Company believes that the assets or liabilities subject to such standards with fair value disclosure requirements are short-term investments that are independently valued using market observable Level 2 inputs and derivative instruments, which represent interest rate swaps that are independently valued using market observable Level 2 inputs including interest rate yield curves. As of December31, 2009 and 2008, the fair values of short-term investments were $37,770 and $4,428, respectively, and were included in other current assets in the accompanying Condensed Consolidated Balance Sheets. As of December31, 2009 and 2008, the fair values of derivative instruments were $3,664 and $24,957, respectively, and were included in other accrued expenses at December31, 2009 and in other accrued expenses and other long-term liabilities at December31, 2008 (Note 4) in the accompanying Consolidated Balance Sheets. The impact of the credit risk related to these financial assets is immaterial. The Company does not have any other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis. |
Derivative Instruments
Derivative Instruments | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Derivative Instruments | Note 4- Derivative Instruments Effective January1, 2009, the Company adopted standards set forth in the Derivatives and Hedging Topic of the ASC, which require disclosure of: (1)how and why an entity uses derivative instruments; (2)how derivative instruments and related hedged items are accounted for in accordance with the Derivatives and Hedging Topic; and (3)how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. The Company is exposed to certain risks related to its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. Forward interest rate swap agreements are entered into to manage interest rate risk associated with the Companys variable-rate borrowings. Companies are required to recognize derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets. In accordance with the Derivatives and Hedging Topic, the Company designates forward interest rate swap agreements on variable-rate borrowings as cash flow hedges. As of December31, 2009 and December31, 2008, the Company had the following derivative activity related to cash flow hedges: Fair Value Balance Sheet Location December31, 2009 December31, 2008 Derivatives designated as hedging instruments under the Derivatives and Hedging Topic of the ASC: Interest rate contracts Other accrued expenses $ 3,664 $ 12,053 Interest rate contracts Other long-term liabilities 12,904 Total derivatives designated as hedging instruments $ 3,664 $ 24,957 For the years ended December31, 2009 and 2008, a gain of $13,354 and a loss of $8,691, respectively, was recognized in accumulated other comprehensive loss associated with interest rate contracts. Approximately $20,700 was reclassified from accumulated other comprehensive loss into net income during the period. The Company expects to reclassify approximately $3,600 from accumulated other comprehensive loss into net income in the next twelve months. As of December31, 2009, the derivatives of the Company were considered effective hedges as defined in the Derivatives and Hedging Topic. |
Income Taxes
Income Taxes | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Income Taxes | Note5Income Taxes The components of income before income taxes and the provision for income taxes are as follows: Year Ended December31, 2009 2008 2007 Income before income taxes: United States $ 98,170 $ 179,292 $ 216,311 Foreign 348,357 413,288 295,191 $ 446,527 $ 592,580 $ 511,502 Current provision: United States $ 38,621 $ 63,052 $ 74,900 Foreign 89,969 100,744 64,137 $ 128,590 $ 163,796 $ 139,037 Deferred provision: United States $ (2,295 ) $ 2,564 $ 11,829 Foreign (6,984 ) (3,357 ) (3,076 ) (9,279 ) (793 ) 8,753 Total provision for income taxes $ 119,311 $ 163,003 $ 147,790 At December31, 2009, the Company had $49,182 and $3,429 of foreign tax loss and credit carryforwards, and state tax credit carryforwards net of federal benefit, respectively, of which $21,142 and $132, respectively, expire or will be refunded at various dates through 2024 and the balance can be carried forward indefinitely. A valuation allowance of $13,816 and $9,946 at December31, 2009 and 2008, respectively, has been recorded which relates to the foreign net operating loss carryforwards and state tax credits. The net change in the valuation allowance for deferred tax assets was an increase of $3,870 and $3,860 in 2009 and 2008, respectively, which was related to foreign net operating loss and foreign and state credit carryforwards. Differences between the U.S. statutory federal tax rate and the Companys effective income tax rate are analyzed below: Year Ended December31, 2009 2008 2007 U.S. statutory federal tax rate 35.0 % 35.0 % 35.0 % State and local taxes .9 .6 1.1 Foreign earnings and dividends taxed at different rates (9.6 ) (8.4 ) (7.3 ) Valuation allowance 1.0 .4 Other (.6 ) (.1 ) .1 Effective tax rate 26.7 % 27.5 % 28.9 % The Companys deferred tax assets and liabilities, excluding the valuation allowance, comprised the following: December31, 2009 2008 Deferred tax assets relating to: Accrued liabilities and reserves $ 14,075 $ 10,138 Operating loss and tax credit carryforwards 16,758 10,683 Pensions, net 37,278 35,666 Interest rate derivatives 1,355 9,234 Inventory reserves 13,724 12,734 Employee benefits 18,463 14,275 $ 101,653 $ 92,730 Deferred tax liabilities relating to: Goodwill $ 45,657 $ 35,081 Depreciation 1,591 437 $ 47,248 $ 35,518 At December31, 2009 and 2008, the amount of the liability for unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $40,208 and $35,666, respectively. As of December31, 2009, the Company does not have any tax positions for which management believes it is reasonably possible that the total amounts of unrecognized ben |
Shareholders' Equity
Shareholders' Equity | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Shareholders' Equity | Note6Shareholders Equity Stock Options: In May2009, the Company adopted the 2009 Stock Purchase and Option Plan (the 2009 Option Plan) for Key Employees of Amphenol Corporation and Subsidiaries. The Company currently also maintains the 1997 Option Plan (the 1997 Option Plan) and maintains the 2000 Stock Purchase and Option Plan (the 2000 Option Plan). As of April2009, all previously awarded options under the 1997 Option Plan have been exercised or forfeited, and the 1997 Option Plan has been terminated per the terms of the 1997 Option Plan. The 2000 Option Plan and the 2009 Option Plan authorize the granting of additional stock options by a committee of the Companys Board of Directors, although the Board of Directors has indicated that it does not intend to make any additional option grants under the 2000 Option Plan. As of December31, 2009, there were 12,404,500 shares of common stock available for the granting of additional stock options under the 2009 Option Plan. Options granted under the 2000 Option Plan and the 2009 Option Plan vest ratably over a period of five years and are exercisable over a period of ten years from the date of grant. In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the Directors Option Plan). The Directors Option Plan is administered by the Companys Board of Directors. As of December31, 2009, the maximum number of shares of common stock available for the granting of additional stock options under the Directors Option Plan was 200,000. Options granted under the Directors Option Plan vest ratably over a period of three years and are exercisable over a period of ten years from the date of grant. The grant-date fair value of each option grant under the 2000 Option Plan, the 2009 Option Plan and the Directors Option Plan is estimated using the Black-Scholes option pricing model. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility was calculated based on the historical volatility of the stock of Amphenol Corporation and implied volatility derived from related exchange traded options. The average expected life was based on the contractual term of the option and expected employee exercise and historical post-vesting employment termination experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on Amphenol Corporations dividend rate. Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. Stock option activity for 2007, 2008 and 2009 was as follows (on a post stock split |
Earnings Per Share
Earnings Per Share | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Earnings Per Share | Note 7Earnings Per Share Basic earnings per share (EPS) is computed by dividing net income attributable to Amphenol Corporation by the weighted-average number of common shares outstanding. Diluted EPS is computed by dividing net income attributable to Amphenol Corporation by the weighted-average number of common shares and dilutive common shares outstanding, which relates to stock options. A reconciliation of the basic average common shares outstanding to diluted average common shares outstanding as of December31 is as follows (dollars in thousands, except per share amounts): 2009 2008 2007 Net income attributable to Amphenol Corporation $ 317,834 $ 419,151 $ 353,194 Basic average common shares outstanding 171,607,643 175,663,797 178,453,249 Effect of dilutive stock options 2,334,109 3,149,216 4,050,720 Dilutive average common shares outstanding 173,941,752 178,813,013 182,503,969 Earnings per share: Basic $ 1.85 $ 2.39 $ 1.98 Dilutive $ 1.83 $ 2.34 $ 1.94 Excluded from the computations above were anti-dilutive shares of 2,062,700, 5,939,750 and nil for the years ended December31, 2009, 2008 and 2007, respectively. |
Benefit Plans and Other Postret
Benefit Plans and Other Postretirement Benefits | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Benefit Plans and Other Postretirement Benefits | Note8Benefit Plans and Other Postretirement Benefits The Company and certain of its domestic subsidiaries have a defined benefit pension plan (U.S. Plan), which, subject to the curtailment described below, covers its U.S. employees. U.S. Plan benefits are generally based on years of service and compensation and are generally noncontributory. Certain foreign subsidiaries have defined benefit plans covering their employees. Certain U.S. employees not covered by the U.S. Plan are covered by defined contribution plans. The following is a summary of the Companys defined benefit plans funded status as of the most recent actuarial valuations; for each year presented below, projected benefits exceed assets. December31, 2009 2008 Change in benefit obligation: Benefit obligation at beginning of year $ 373,894 $ 388,553 Service cost 7,043 7,337 Interest cost 23,276 23,000 Plan participants contributions 339 370 Plan amendments 346 Acquisitions 6,050 Actuarial (gain) loss 33,525 (9,112 ) Foreign exchange translation 6,418 (16,712 ) Benefits paid (21,091 ) (19,542 ) Benefit obligation at end of year 429,800 373,894 Change in plan assets: Fair value of plan assets at beginning of year 222,632 301,581 Actual return on plan assets 48,163 (64,729 ) Employer contributions 2,565 22,596 Plan participants contributions 339 370 Acquisitions 5,953 Foreign exchange translation 7,404 (18,346 ) Benefits paid (18,879 ) (18,840 ) Fair value of plan assets at end of year 268,177 222,632 Accrued benefit obligation $ 161,623 $ 151,262 Year Ended December31, 2009 2008 2007 Components of net pension expense: Service cost $ 7,043 $ 7,337 $ 8,306 Interest cost 23,276 23,000 21,306 Expected return on plan assets (25,026 ) (26,256 ) (23,020 ) Net amortization of actuarial losses 11,238 8,106 9,479 Net pension expense $ 16,531 $ 12,187 $ 16,071 Weighted-average assumptions used to determine benefit obligations at December31, Pension Benefits Other Benefits 2009 2008 2009 2008 Discount rate: U.S. plans 5.75 % 6.25 % 5.40 % 6.25 % International plans 5.46 % 6.20 % n/a n/a Expected long-term return on assets U.S. plans 8.25 % 8.25 % n/a n/a International plans 6.63 % 6.74 % n/a n/a Rate of compensation increase: U.S. plans 3.00 % 3.00 % n/a n/a International plans 2.96 % 2.43 % n/a n/a Weighted-average assumptions used to determine net periodic benefit cost for years ended December31, Pension Benefits Other Benefits 2009 2008 2009 2008 Discount rate: U.S. plans 6.25 % 6.25 % 6.25 % 6.25 % International plans 6.20 % 5.57 % n/a n/a Expected long-te |
Leases
Leases | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Leases | Note9Leases At December31, 2009, the Company was committed under operating leases which expire at various dates. Total rent expense under operating leases for the years 2009, 2008, and 2007 was $27,376, $24,044 and $25,176, respectively. Minimum lease payments under non-cancelable operating leases are as follows: 2010 $ 22,254 2011 16,678 2012 13,045 2013 9,414 2014 6,648 Beyond 2014 5,764 Total minimum obligation $ 73,803 |
Business Combinations
Business Combinations | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Business Combinations | Note 10Business Combinations Effective January1, 2009, the Company adopted amended standards set forth in the Business Combinations Topic of the ASC. Such standards are applicable to the Company for acquisitions completed on or after January1, 2009 and establish principles and requirements for how the acquirer: (1)recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (2)recognizes and measures the goodwill acquired in the business combination; and (3)determines what information to disclose in the financial statements. The principles in the Business Combinations Topic that are most applicable to the Company are: (1)companies are required to expense transaction costs as incurred; (2)any subsequent adjustments to a recorded performance-based liability after its recognition are adjusted through income as opposed to goodwill; and (3)any noncontrolling interests are recorded at fair value. During the year ended December31, 2009, goodwill of approximately $136,000 attributable to the Interconnect Products and Assemblies segment was recognized related primarily to two businesses acquired during the period, which was not material to the Company either individually or in the aggregate. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Goodwill and Other Intangible Assets | Note11Goodwill and Other Intangible Assets As of December31, 2009, the Company has goodwill totaling $1,368,672, of which $1,295,123 related to the Interconnect Products and Assemblies segment with the remainder related to the Cable Products segment. In 2009, goodwill and intangible assets increased by approximately $136,000 and $34,000, respectively, primarily as a result of two acquisitions in the Interconnect Products and Assemblies segment made during the year. The Company is in the process of completing its analysis of fair value attributes of the assets acquired related to its 2009 acquisitions and anticipates that the final assessment of values will not differ materially from the preliminary assessment. The Company does not have any intangible assets not subject to amortization other than goodwill. A summary of the Companys amortizable intangible assets as of December31, 2009 and 2008 is as follows: December31, 2009 December31, 2008 Gross Carrying Amount AccumulatedAmortization Gross Carrying Amount AccumulatedAmortization Customer relationships $ 60,000 $ 17,700 $ 31,400 $ 9,800 Proprietary technology 39,800 9,300 36,700 6,600 License agreements 6,000 3,100 6,000 2,200 Trade names and other 9,400 7,400 7,500 6,400 Total $ 115,200 $ 37,500 $ 81,600 $ 25,000 Customer relationships, proprietary technology, license agreements and trade names and other amortizable intangible assets have weighted average useful lives of approximately 9 years, 14 years, 8 years and 15 years, respectively, for an aggregate weighted average useful life of approximately 11 years. Intangible assets are included in other long-term assets in the accompanying Consolidated Balance Sheets. The aggregate amortization expense for the years ended December31, 2009 and 2008 was approximately $12,400 and $9,800, respectively. Amortization expense estimated for each of the next five fiscal years is approximately $12,200 in 2010, $10,500 in both 2011 and 2012, $7,200 in 2013 and $5,000 in 2014. |
Reportable Business Segments an
Reportable Business Segments and International Operations | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Reportable Business Segments and International Operations | Note12Reportable Business Segments and International Operations The Company has two reportable business segments: (i)Interconnect Products and Assemblies and (ii)Cable Products. The Interconnect Products and Assemblies segment produces connectors and connector assemblies primarily for the communications, aerospace, industrial and automotive markets. The Cable Products segment produces coaxial and flat ribbon cable and related products primarily for communication markets, including cable television. The accounting policies of the segments are the same as those for the Company as a whole and are described in Note1 herein. The Company evaluates the performance of business units on, among other things, profit or loss from operations before interest, headquarters expense allocations, stock-based compensation expense, income taxes, amortization related to certain intangible assets and nonrecurring gains and losses. InterconnectProductsand Assemblies CableProducts Total 2009 2008 2007 2009 2008 2007 2009 2008 2007 Net sales external $ 2,566,578 $ 2,950,570 $ 2,569,281 $ 253,487 $ 285,901 $ 281,760 $ 2,820,065 $ 3,236,471 $ 2,851,041 intersegment 3,158 3,844 3,901 12,041 15,932 14,780 15,199 19,776 18,681 Depreciation and amortization 88,027 80,404 75,554 3,714 5,257 5,446 91,741 85,661 81,000 Segment operating income 505,772 648,605 558,646 38,751 32,535 34,864 544,523 681,140 593,510 Segment assets 1,623,556 1,490,695 1,366,234 77,319 87,113 86,388 1,700,875 1,577,808 1,452,622 Additions to property, plant and equipment 61,001 106,004 100,672 1,851 2,017 2,889 62,852 108,021 103,561 Reconciliation of segment operating income to consolidated income before income taxes: 2009 2008 2007 Segment operating income $ 544,523 $ 681,140 $ 593,510 Interest expense (36,586 ) (39,627 ) (36,876 ) Other expenses, net (36,595 ) (32,617 ) (32,688 ) Early extinguishment of interest rate swaps (4,575 ) Stock-based compensation expense (20,240 ) (16,316 ) (12,444 ) Consolidated income before income taxes $ 446,527 $ 592,580 $ 511,502 Reconciliation of segment assets to consolidated total assets: 2009 2008 2007 Segment assets $ 1,700,875 $ 1,577,808 $ 1,452,622 Goodwill 1,368,672 1,232,335 1,091,828 Other assets 149,637 184,016 131,283 Consolidated total assets $ 3,219,184 $ 2,994,159 $ 2,675,733 Geographic information: Net sales Land and depreciable assets, net 2009 2008 2007 2009 2008 United States $ 1,001,742 $ 1,159,349 $ 1,155,846 $ 109,229 $ 112,000 China 611,877 557,243 382,489 98,730 |
Other Expenses, net
Other Expenses, net | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Other Expenses, net | Note 13Other Expenses, net The components of other income (expense) are set forth below: Year Ended December31, 2009 2008 2007 Program fees on sale of accounts receivable $ (1,539 ) $ (3,093 ) $ (5,191 ) Agency and commitment fees (1,842 ) (1,785 ) (1,820 ) Interest income 2,154 4,657 2,744 Other 2 189 (213 ) $ (1,225 ) $ (32 ) $ (4,480 ) |
Commitments and Contingencies
Commitments and Contingencies | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Commitments and Contingencies | Note14Commitments and Contingencies In the course of pursuing its normal business activities, the Company is involved in various legal proceedings and claims. Management does not expect that amounts, if any, which may be required to be paid by reason of such proceedings or claims will have a material effect on the Companys consolidated financial position or results of operations. Certain operations of the Company are subject to environmental laws and regulations which 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 effect on the Companys financial condition or results of operations. Subsequent to the acquisition of Amphenol from Allied Signal Corporation (Allied Signal) in 1987 (Allied Signal merged with Honeywell InternationalInc. in December1999 (Honeywell)), the Company and Honeywell were named jointly and severally liable as potentially responsible parties in connection with several environmental cleanup sites. The Company and Honeywell jointly consented to perform certain investigations and remediation and monitoring activities at two sites, the Route 8 landfill and the Richardson Hill Road landfill, and they were jointly ordered to perform work at another site, the Sidney landfill. The costs incurred relating to these three sites are currently reimbursed by Honeywell based on an agreement (the Honeywell Agreement) entered into in connection with the acquisition in 1987. For sites covered by the Honeywell Agreement, to the extent that conditions or circumstances occurred or existed at the time of or prior to the acquisition in 1987, Honeywell is obligated to reimburse the Company 100% of such costs. Honeywell representatives continue to work closely with the Company in addressing the most significant environmental liabilities covered by the Honeywell Agreement. Management does not believe that the costs associated with resolution of these or any other environmental matters will have a material adverse effect on the Companys consolidated financial condition or results of operations. The environmental investigation, remediation and monitoring activities identified by the Company, including those referred to above, are covered under the Honeywell Agreement. The Company also has purchase obligations related to commitments to purchase certain goods and services. At December31, 2009, the Company had commitments to purchase $117,442 in 2010 and $2,835 in 2011. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Selected Quarterly Financial Data (Unaudited) | Note15Selected Quarterly Financial Data (Unaudited) Three Months Ended March31 June30 September30 December31 2009 Net sales $ 660,012 $ 685,184 $ 716,573 $ 758,296 Gross profit 206,379 214,150 224,393 241,632 Operating income 110,685 115,478 124,290 138,460 (1) Net income attributable to Amphenol Corporation 74,410 74,870 80,915 87,639 (1) Net income per shareBasic 0.43 0.44 0.47 0.51 (1) Net income per shareDiluted 0.43 0.43 0.47 0.50 (1) 2008 Net sales $ 770,714 $ 846,817 $ 863,658 $ 755,282 Gross profit 250,906 276,590 281,251 240,406 Operating income 150,296 168,223 171,320 142,400 Net income attributable to Amphenol Corporation 97,468 109,995 112,955 98,733 Net income per shareBasic 0.55 0.63 0.64 0.57 Net income per shareDiluted 0.54 0.61 0.63 0.56 (1) Includes a one-time charge for expenses incurred in the early extinguishment of interest rate swaps of $4,575, less tax benefit of $1,221, or $0.02 per share after taxes. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Financial Statement Schedules | |
Valuation and Qualifying Accounts | SCHEDULE II AMPHENOL CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the years ended December31, 2009, 2008 and 2007 (Dollars in thousands) Balance at beginning of period Charged to cost and expenses Additions (Deductions) Balance at end of period Receivable Reserves: Year ended 2009 $ 14,982 $ 4,392 $ (589 ) $ 18,785 Year ended 2008 12,468 2,089 425 14,982 Year ended 2007 14,677 371 (2,580 ) 12,468 |
Document and Entity Information
Document and Entity Information (USD $) | |||
In Millions, except Share data | 12 Months Ended
Dec. 31, 2009 | Jan. 31, 2010
| Jun. 30, 2009
|
Document and Entity Information | |||
Entity Registrant Name | AMPHENOL CORP /DE/ | ||
Entity Central Index Key | 0000820313 | ||
Document Type | 10-K | ||
Document Period End Date | 2009-12-31 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $4,697 | ||
Entity Common Stock, Shares Outstanding | 173,232,601 |