Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 31, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | AMPHENOL CORP /DE/ | ||
Entity Central Index Key | 820,313 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
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 | $ 15,287 | ||
Entity Common Stock, Shares Outstanding | 308,038,077 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Income | |||
Net sales | $ 5,568.7 | $ 5,345.5 | $ 4,614.7 |
Cost of sales | 3,789.2 | 3,651.7 | 3,163.9 |
Gross profit | 1,779.5 | 1,693.8 | 1,450.8 |
Acquisition-related expenses | 5.7 | 14.1 | 6 |
Selling, general and administrative expense | 669.1 | 645.1 | 548 |
Operating income | 1,104.7 | 1,034.6 | 896.8 |
Interest expense | (68.3) | (80.4) | (63.6) |
Other income, net | 16.4 | 18.3 | 13.4 |
Income before income taxes | 1,052.8 | 972.5 | 846.6 |
Provision for income taxes | (280.5) | (257.3) | (207.9) |
Net income | 772.3 | 715.2 | 638.7 |
Less: Net income attributable to noncontrolling interests | (8.8) | (6.1) | (3) |
Net income attributable to Amphenol Corporation | $ 763.5 | $ 709.1 | $ 635.7 |
Net income per common share - Basic (in dollars per share) | $ 2.47 | $ 2.26 | $ 2 |
Weighted average common shares outstanding - Basic (in shares) | 309.1 | 313.1 | 318.2 |
Net income per common share - Diluted (in dollars per share) | $ 2.41 | $ 2.21 | $ 1.96 |
Weighted average common shares outstanding - Diluted (in shares) | 316.5 | 320.4 | 324.5 |
Dividends declared per common share (in dollars per share) | $ 0.53 | $ 0.45 | $ 0.305 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Comprehensive Income | |||
Net income | $ 772.3 | $ 715.2 | $ 638.7 |
Total other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (152.7) | (80.9) | 9.8 |
Unrealized loss on cash flow hedges | (0.4) | (1.2) | (0.3) |
Purchase of non-controlling interest | 0.3 | ||
Defined benefit plan liability adjustment | 8.2 | (69.2) | 52.7 |
Total other comprehensive income (loss), net of tax | (144.9) | (151.3) | 62.5 |
Total comprehensive income | 627.4 | 563.9 | 701.2 |
Less: Comprehensive income attributable to noncontrolling interests | (7.6) | (5.6) | (3.5) |
Comprehensive income attributable to Amphenol Corporation | $ 619.8 | $ 558.3 | $ 697.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 1,737.2 | $ 968.9 |
Short-term investments | 23.2 | 360.7 |
Total cash, cash equivalents and short-term investments | 1,760.4 | 1,329.6 |
Accounts receivable, less allowance for doubtful accounts of $25.6 and $20.2, respectively | 1,104.6 | 1,123.7 |
Inventories: | ||
Raw materials and supplies | 282.4 | 299.4 |
Work in process | 290.5 | 282.8 |
Finished goods | 278.9 | 283.4 |
Inventories | 851.8 | 865.6 |
Other current assets | 133.2 | 133.3 |
Total current assets | 3,850 | 3,452.2 |
Land and depreciable assets: | ||
Land | 25.9 | 25.5 |
Buildings and improvements | 254.9 | 241.9 |
Machinery and equipment | 1,229.6 | 1,172.9 |
Land and depreciable assets, gross | 1,510.4 | 1,440.3 |
Accumulated depreciation | (900.9) | (849.6) |
Land and depreciable assets, net | 609.5 | 590.7 |
Goodwill | 2,692.9 | 2,616.7 |
Intangibles and other long-term assets | 306 | 326.3 |
Total assets | 7,458.4 | 6,985.9 |
Current Liabilities: | ||
Accounts payable | 587.8 | 618.4 |
Accrued salaries, wages and employee benefits | 105.6 | 109.9 |
Accrued income taxes | 81.8 | 90.8 |
Accrued dividends | 43.2 | 38.7 |
Other accrued expenses | 189.7 | 186.2 |
Current portion of long-term debt | 0.3 | 1.6 |
Total current liabilities | 1,008.4 | 1,045.6 |
Long-term debt, less current portion | 2,813.2 | 2,654.6 |
Accrued pension benefit obligations and other long-term liabilities | $ 358.4 | $ 347.8 |
Commitments and contingent liabilities | ||
Equity: | ||
Class A Common Stock, $.001 par value; 1,000.0 and 500.0 shares authorized at December 31, 2015 and 2014, respectively; 308.0 and 309.9 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 0.3 | $ 0.3 |
Additional paid-in capital | 783.3 | 659.4 |
Retained earnings | 2,804.4 | 2,453.5 |
Accumulated other comprehensive loss | (349.5) | (205.8) |
Total shareholders' equity attributable to Amphenol Corporation | 3,238.5 | 2,907.4 |
Noncontrolling interests | 39.9 | 30.5 |
Total equity | 3,278.4 | 2,937.9 |
Total Liabilities and Equity | $ 7,458.4 | $ 6,985.9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts | $ 25.6 | $ 20.2 |
Class A Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Class A Common Stock, shares authorized | 1,000 | 500 |
Class A Common Stock, shares issued | 308 | 309.9 |
Class A Common Stock, shares outstanding | 308 | 309.9 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Millions, $ in Millions | Common Stock | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests | Total |
Balance at beginning of period at Dec. 31, 2012 | $ 0.3 | $ 336.5 | $ 2,210.2 | $ (117) | $ 12.2 | $ 2,442.2 | |
Balance (in shares) at Dec. 31, 2012 | 320 | ||||||
Increase (Decrease) In Shareholders' Equity | |||||||
Net income | 635.7 | 3 | 638.7 | ||||
Other comprehensive income (loss) | 61.7 | 0.5 | 62.2 | ||||
Purchase of noncontrolling interest | 0.7 | 0.3 | (1) | ||||
Acquisition resulting in noncontrolling interest | 10.3 | 10.3 | |||||
Distributions to shareholders of noncontrolling interests | (4.4) | (4.4) | |||||
Purchase of treasury stock | $ (324.7) | (324.7) | |||||
Retirement of treasury stock | (324.7) | 324.7 | |||||
Retirement of treasury stock (in shares) | (9) | ||||||
Stock options exercised, including tax benefit | 116.5 | 116.5 | |||||
Stock options exercised, including tax benefit (in shares) | 5 | ||||||
Dividends declared | (96.8) | (96.8) | |||||
Stock-based compensation expense | 36.1 | 36.1 | |||||
Balance at end of period at Dec. 31, 2013 | $ 0.3 | 489.8 | 2,424.4 | (55) | 20.6 | 2,880.1 | |
Balance (in shares) at Dec. 31, 2013 | 316 | ||||||
Increase (Decrease) In Shareholders' Equity | |||||||
Net income | 709.1 | 6.1 | 715.2 | ||||
Other comprehensive income (loss) | (150.8) | (0.5) | (151.3) | ||||
Acquisition resulting in noncontrolling interest | 7.9 | 7.9 | |||||
Distributions to shareholders of noncontrolling interests | (3.6) | (3.6) | |||||
Purchase of treasury stock | (539.4) | (539.4) | |||||
Retirement of treasury stock | (539.4) | 539.4 | |||||
Retirement of treasury stock (in shares) | (11) | ||||||
Stock options exercised, including tax benefit | 128.2 | 128.2 | |||||
Stock options exercised, including tax benefit (in shares) | 5 | ||||||
Dividends declared | (140.6) | (140.6) | |||||
Stock-based compensation expense | 41.4 | 41.4 | |||||
Balance at end of period at Dec. 31, 2014 | $ 0.3 | 659.4 | 2,453.5 | (205.8) | 30.5 | 2,937.9 | |
Balance (in shares) at Dec. 31, 2014 | 310 | ||||||
Increase (Decrease) In Shareholders' Equity | |||||||
Net income | 763.5 | 8.8 | 772.3 | ||||
Other comprehensive income (loss) | (143.7) | (1.2) | (144.9) | ||||
Acquisition resulting in noncontrolling interest | 7.9 | 7.9 | |||||
Distributions to shareholders of noncontrolling interests | (6.1) | (6.1) | |||||
Purchase of treasury stock | (248.9) | (248.9) | |||||
Retirement of treasury stock | (248.9) | $ 248.9 | |||||
Retirement of treasury stock (in shares) | (5) | ||||||
Stock options exercised, including tax benefit | 79.7 | 79.7 | |||||
Stock options exercised, including tax benefit (in shares) | 3 | ||||||
Dividends declared | (163.7) | (163.7) | |||||
Stock-based compensation expense | 44.2 | 44.2 | |||||
Balance at end of period at Dec. 31, 2015 | $ 0.3 | $ 783.3 | $ 2,804.4 | $ (349.5) | $ 39.9 | $ 3,278.4 | |
Balance (in shares) at Dec. 31, 2015 | 308 |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Changes in Equity | |||
Dividends declared per common share (in dollars per share) | $ 0.53 | $ 0.45 | $ 0.305 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash from operating activities: | |||
Net income | $ 772.3 | $ 715.2 | $ 638.7 |
Adjustments to reconcile net income to cash provided by operating activities: | |||
Depreciation and amortization | 171.6 | 168.1 | 136.5 |
Stock-based compensation expense | 44.2 | 41.4 | 36.1 |
Excess tax benefits from stock-based compensation payment arrangements | (16.2) | (32.3) | (21) |
Net change in operating assets and liabilities: | |||
Accounts receivable, net | (22.3) | (111.5) | (37.1) |
Inventories | (5.2) | (51.6) | (8) |
Other current assets | 47.7 | (10) | (18.4) |
Accounts payable | (17.5) | 66.8 | 6.9 |
Accrued income taxes | 16.5 | 38.1 | 30.8 |
Other accrued liabilities | 27.7 | 49.2 | (0.6) |
Accrued pension and post-employment benefits | 8.7 | (1.5) | 8.5 |
Other long-term assets | 4.3 | 8.8 | (1.6) |
Other | (1.3) | 0.2 | (1.7) |
Net cash provided by operating activities | 1,030.5 | 880.9 | 769.1 |
Cash from investing activities: | |||
Purchases of land and depreciable assets | (172.1) | (209.1) | (158.4) |
Proceeds from disposals of land and depreciable assets | 8.7 | 5.6 | 3.7 |
Purchases of short-term investments | (134.7) | (721) | (741.1) |
Sales and maturities of short-term investments | 470.6 | 660.8 | 687.4 |
Acquisitions, net of cash acquired | (199.8) | (518.2) | (484.9) |
Net cash used in investing activities | (27.3) | (781.9) | (693.3) |
Cash from financing activities: | |||
Proceeds from issuance of senior notes | 1,498.1 | ||
Long-term borrowings under credit facilities | 132.6 | 806.5 | 1,041.4 |
Repayments of long-term debt | (217.7) | (2,350) | (620.3) |
Borrowings under commercial paper program, net | 238.7 | 585.4 | |
Payments of costs related to debt financing | (11.1) | (2.8) | |
Purchase and retirement of treasury stock | (248.9) | (539.4) | (324.7) |
Proceeds from exercise of stock options | 64.4 | 97.8 | 95.1 |
Excess tax benefits from stock-based compensation payment arrangements | 16.2 | 32.3 | 21 |
Distributions to and purchases of noncontrolling interests | (6.1) | (3.6) | (4.4) |
Dividend payments | (159.3) | (101.9) | (96.8) |
Net cash (used in) provided by financing activities | (180.1) | 14.1 | 108.5 |
Effect of exchange rate changes on cash and cash equivalents | (54.8) | (31) | 11.7 |
Net change in cash and cash equivalents | 768.3 | 82.1 | 196 |
Cash and cash equivalents balance, beginning of period | 968.9 | 886.8 | 690.8 |
Cash and cash equivalents balance, end of period | 1,737.2 | 968.9 | 886.8 |
Cash paid during the year for: | |||
Interest | 64.1 | 67.4 | 60.4 |
Income taxes | $ 250.7 | $ 209.6 | $ 176.8 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 1 — Summary of Significant Accounting Policies Business Amphenol Corporation (together with its subsidiaries, “Amphenol” or the “Company”) is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. The Company sells its products to customer locations worldwide. The Company operates through two reportable business segments: · Interconnect Products and Assemblies - The Interconnect Products and Assemblies segment primarily designs, manufacturers and markets a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a broad range of applications in a diverse set of end markets. · Cable Products and Solutions - The Cable Products and Solutions segment primarily designs, manufacturers and markets cable, value-added products and components for use primarily in the broadband communications and information technology markets as well as certain applications in other markets. 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. Significant estimates and assumptions made by management include the fair value of acquired assets and liabilities, stock-based compensation, pension obligations, derivative instruments, income taxes, inventories, goodwill and other matters that affect the consolidated financial statements and related disclosures. Actual results could differ from those estimates. All normal recurring adjustments necessary for a fair presentation in conformity with accounting principles generally accepted in the United States of America have been included. Principles of Consolidation The consolidated financial statements are prepared in United States dollars (U.S. dollars) and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired are included in the Consolidated Financial Statements from the effective date of acquisition. 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. bank accounts. Short-term Investments Short-term investments consist primarily of certificates of deposit with original maturities of twelve months or less. The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. bank accounts. Accounts Receivable Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. Inventories Inventories are stated at the lower of standard cost, which approximates average cost, or market. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand and evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. Depreciable Assets Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which range from 3 to 12 years for machinery and equipment and 20 to 40 years for buildings. Leasehold building improvements are depreciated over the shorter of the lease term or estimated useful life. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income based on the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no significant impairments recorded as a result of such reviews during any of the periods presented. Goodwill Annually, the Company performs its evaluation for the impairment of goodwill for the Company’s two reporting units. The Company has defined its reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”, as the components of these reportable business segments have similar economic characteristics. In 2015, the Company changed its annual assessment date for goodwill impairment to be as of July 1, rather than June 30, which had no impact on the outcome of the assessment. In 2014, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the two-step quantitative goodwill impairment assessment. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit unless the Company determines, based on a qualitative assessment of events and circumstances, that it is more likely than not that its fair value is less than its carrying amount. The Company determined that it is more likely than not that the fair value of its reporting units was greater than their carrying amounts. In 2015, the Company exercised its option to bypass the qualitative assessment, and in the third quarter, the Company performed the first step of the two-step quantitative goodwill impairment assessment for each reportable business segment. As part of the quantitative assessment, the Company estimated the fair value of each of its reportable business segments using a market approach. The Company believes this approach provides the best indicator of fair value, by utilizing market prices and other relevant metrics for comparable publicly traded companies with similar operating and investment characteristics and recent transactions of similar businesses within the industry. Significant estimates and assumptions were used in the Company’s goodwill impairment assessment including revenue and profitability projections, determination of appropriate publicly traded market comparison companies, and comparable revenue and earnings multiples derived from comparable publicly traded companies and from recent acquisitions within our industry. As part of our quantitative approach, the Company evaluated whether there were reasonably likely changes to management’s estimates and assumptions that would have a material impact on the results of the goodwill impairment assessment. As of July 1, 2015, we determined that the fair value of each of the Company’s reportable business segments was substantially in excess of their respective carrying amounts, and therefore, no goodwill impairment resulted from the assessment. The Company has not recognized any goodwill impairment in 2015, 2014 or 2013 in connection with its annual impairment assessment. Intangible Assets Intangible assets are included in Intangibles and other long-term assets and consist primarily of proprietary technology, customer relationships and license agreements and are generally amortized over the estimated periods of benefit. The Company assesses the impairment of long-lived assets, other than goodwill, including identifiable intangible assets subject to amortization, whenever significant events or significant changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. There have been no impairments recorded in 2015, 2014 or 2013 as a result of such reviews. Revenue Recognition The Company’s primary source of revenues is from product sales to its customers. Revenue from sales of the Company’s products is recognized at the time the goods are delivered, title passes, and the risks and rewards of ownership pass to the customer, provided the earning process is complete and revenue is measurable. Such recognition generally occurs when the products reach the shipping point, the sales price is fixed and determinable, and collection is reasonably assured. Delivery is determined by the Company’s shipping terms, which are primarily freight on board (“FOB”) shipping point. Revenue is recorded at the net amount to be received after deductions for estimated discounts, allowances and returns. These estimates and related reserves are determined and adjusted as needed based upon historical experience, contract terms and other related factors. The shipping costs for the majority of the Company’s sales are paid directly by the Company’s customers. In the broadband communications market (approximately 6% of net sales in 2015), the Company pays for shipping costs to the majority of its customers. Shipping costs are also paid by the Company for certain customers in the Interconnect Products and Assemblies segment. Amounts billed to customers related to shipping costs are immaterial and are included in net sales. Shipping costs incurred to transport products to the customer which are not reimbursed are included in Selling, general and administrative expenses. Retirement Pension Plans Costs for retirement pension plans include current service costs and amortization of prior service costs over the average working life expectancy. It is the Company’s policy to fund current pension costs taking into consideration minimum funding requirements and maximum tax deductible limitations. The expense of retiree medical benefit programs is recognized during the employees’ service with the Company. The recognition of expense for retirement pension plans and medical benefit programs is significantly impacted by estimates made by management such as discount rates used to value certain liabilities, expected return on assets, mortality projections and future health care costs. The Company uses third-party specialists to assist management in appropriately measuring the expense and obligations associated with pension and other post-retirement plan benefits. Stock-Based Compensation The Company accounts for its stock option and restricted share awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, and estimates of forfeitures 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 also impact the amount of expense to be recognized in future periods. The Company’s income before income taxes was reduced by $44.2 ($32.9 after tax), $41.4 ($30.3 after tax) and $36.1 ($26.4 after tax) for the years ended December 31, 2015, 2014 and 2013, respectively, related to the expense incurred for stock-based compensation plans, which is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. The fair value of stock options has been estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2015 2014 2013 Risk free interest rate 1.4% 1.6% 0.9% Expected life 4.6 years 4.6 years 4.6 years Expected volatility 17.0% 21.0% 28.0% Expected dividend yield 1.0% 1.0% 1.0% Income Taxes Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. At December 31, 2015, the cumulative amount of undistributed earnings of foreign affiliated companies was approximately $3,699. Deferred income taxes are not provided on undistributed earnings of foreign affiliated companies as it is the Company’s intention to reinvest these earnings permanently outside the U.S. It is not practicable to estimate the amount of tax that might be payable if undistributed earnings were to be repatriated as there is a significant amount of uncertainty with respect to the tax impact of the remittance of these earnings due to the fact that dividends received from numerous foreign subsidiaries may generate additional foreign tax credits, which could ultimately reduce the U.S. tax cost of the dividend. These uncertainties are further complicated by the significant number of foreign tax jurisdictions and entities involved. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. Foreign Currency Translation The financial position and results of operations of the Company’s significant foreign subsidiaries are measured using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales. Research and Development Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $124.7, $114.8 and $103.4, for the years 2015, 2014 and 2013, respectively, and are included in Selling, general and administrative expenses. Acquisitions The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates. Environmental Obligations The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated; potential insurance reimbursements are not recorded. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans. Net Income per Common Share Basic income per common share is based on the net income attributable to Amphenol Corporation for the year divided by the weighted average number of common shares outstanding. Diluted income per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. Derivative Financial Instruments Derivative financial instruments, which are periodically used by the Company in the management of its interest rate and foreign currency exposures, are accounted for as cash flow hedges. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction price(s); (4) allocate the transaction price(s) to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. ASU 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016, with early adoption not permitted. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which defers the effective date of FASB’s revenue standard under ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. As a result of ASU 2015-14, the guidance under ASU 2014-09 shall apply for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods. The Company is currently evaluating ASU 2014-09 and does not anticipate a material impact on its consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), amending FASB Accounting Standards Subtopic 205-40 to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, the amendments (1) provide a definition of the term “substantial doubt,” (2) require an evaluation every reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that financial statements are issued. ASU 2014-15 is effective for fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating ASU 2014-15 and does not anticipate a material impact on its consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which specifies that debt issuance costs related to a note shall be reported on the balance sheet as a direct deduction from the face amount of that note and that amortization of debt issuance costs shall be reported as interest expense. ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and should be applied retrospectively with early adoption permitted. The Company elected to early adopt ASU 2015-03 in the fourth quarter of 2015 and the Consolidated Balance Sheet as of December 31, 2014 has been retrospectively reclassified to conform to the new presentation. The adoption of ASU 2015-03 had no impact other than on the accompanying Consolidated Balance Sheet as presented below. Refer to Reclassifications section below within this Note 1 for a summary of the impact of this adoption. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires inventory to be measured at the lower of cost and net realizable value, thereby simplifying the current guidance of measuring inventory at the lower of cost or market. ASU 2015-11 is effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating ASU 2015-11 and does not believe this ASU will have a material impact on its consolidated financial statements. In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), which eliminates the requirement to restate prior period financial statements for measurement period adjustments. Rather, ASU 2015-16 requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. ASU 2015-16 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. T he Company elected to early adopt ASU 2015-16 in the third quarter of 2015, which did not have a material impact on its consolidated financial statements. Any future measurement period adjustments will be recorded in the period identified in accordance with this ASU. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which simplifies the presentation of deferred taxes by requiring that all deferred tax assets and liabilities, including related valuation allowances, be classified as non-current on the balance sheet. Under ASU 2015-17, each tax-paying component of the entity within a particular jurisdiction will now have only one net non-current deferred tax asset or liability. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, may be applied retrospectively or prospectively, with early adoption permitted. The Company elected to early adopt ASU 2015-17 in the fourth quarter of 2015 using the retrospective method and therefore, the Consolidated Balance Sheet as of December 31, 2014 has been retrospectively reclassified. The adoption of ASU 2015-17 had no impact other than on the accompanying Consolidated Balance Sheet as presented below. Refer to Reclassifications section below for a summary of the impact of this adoption. Reclassifications The following table summarizes the impact of the adoption of the new accounting standards described above on the Company’s Consolidated Balance Sheet as of December 31, 2014: As Previously Reported Impact of ASU 2015-03 Impact of ASU 2015-17 As Retrospectively Reclassified Other current assets $ $ — $ ) $ Intangibles and other long-term assets ) Total assets ) ) Long-term debt, less current portion ) — Accrued pension benefit obligations and other long-term liabilities — ) In 2015, the Company changed the reporting for borrowings and repayments related to the Company’s commercial paper program from a gross basis to a net basis in the accompanying Consolidated Statements of Cash Flow, to the extent such borrowings under this program have maturities that are three months or less. The Company has reclassified the prior period balances to reflect such change. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt | |
Long-Term Debt | Note 2—Long-Term Debt Long-term debt consists of the following: December 31, 2015 December 31, 2014 Maturity Carrying Amount Approximate Fair Value (1) Carrying Amount Approximate Fair Value (1) $1,500.0 Revolving Credit Facility July 2018 $ — $ — $ — $ — $200.0 Credit Agreement May 2015 N/A N/A — — $1,500.0 Commercial Paper Program (less unamortized discount of $0.2 and $0.4 at December 31, 2015 and 2014, respectively) July 2018 4.00% Senior Notes (less unamortized discount of $0.8 and $0.9 at December 31, 2015 and 2014, respectively) February 2022 2.55% Senior Notes (less unamortized discount of $0.7 and $0.9 at December 31, 2015 and 2014, respectively) January 2019 1.55% Senior Notes (less unamortized discount of $0.2 and $0.3 at December 31, 2015 and 2014, respectively) September 2017 3.125% Senior Notes (less unamortized discount of $0.3 and $0.3 at December 31, 2015 and 2014, respectively) September 2021 Notes payable to foreign banks and other debt 2016-2021 Less deferred debt issuance costs ) — ) — Less current portion Total long-term debt $ $ $ $ (1) The fair values of the Company’s Senior Notes are based on recent bid prices in an active market, and therefore are classified as Level 1 in the fair value hierarchy (Note 3). Credit Facilities and Commercial Paper The Company has a $1,500.0 unsecured credit facility (the “Revolving Credit Facility”) with a maturity date of July 2018 which gives the Company the ability to borrow at a spread over LIBOR. The Company also had a $200.0 unsecured credit facility (the “Credit Agreement”) which expired in the second quarter of 2015 and was not renewed. The carrying value of the borrowings under the Revolving Credit Facility approximated their fair value due primarily to their market interest rates and are classified as Level 2 in the fair value hierarchy (Note 3). The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. In September 2014, the Company entered into a commercial paper program (the “Program”) pursuant to which the Company issues short-term unsecured commercial paper notes (“Commercial Paper”) in one or more private placements. Amounts available under the Program are borrowed, repaid and re-borrowed from time to time. The maturities of the Commercial Paper vary, but may not exceed 397 days from the date of issue. The Commercial Paper is sold under customary terms in the commercial paper market and may be issued at a discount from par, or, alternatively, may be sold at par and bear varying interest rates on a fixed or floating basis. The Program is rated A-2 by Standard & Poor’s and P-2 by Moody’s and is backstopped by the Revolving Credit Facility. The maximum aggregate principal amount of the Commercial Paper outstanding under the Program at any time is $1,500.0. The Commercial Paper is classified as long-term debt in the accompanying Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Revolving Credit Facility. The carrying value of Commercial Paper borrowings approximated their fair value given that the Commercial Paper is actively traded. As such, the Commercial Paper is classified as Level 1 in the fair value hierarchy (Note 3). The average interest rate on the Commercial Paper as of December 31, 2015 was 0.88%. In 2014, the Company incurred costs related to the issuance of the Commercial Paper and Senior Notes of $11.1 which are amortized to interest expense over the respective terms of the debt. Senior Notes The senior notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on each series of the Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series Senior Notes at any time by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, and if redeemed prior to the date of maturity, a make-whole premium. In January 2014, the Company issued $750.0 principal amount of unsecured 2.55% Senior Notes due January 2019 (the “2.55% Senior Notes”) at 99.846% of their face value. Net proceeds from the sale of the 2.55% Senior Notes were used to repay borrowings under the Company’s Revolving Credit Facility. In September 2014, the Company issued $375.0 principal amount of unsecured 1.55% Senior Notes due September 2017 at 99.898% of their face value (the “1.55% Senior Notes”) and $375.0 principal amount of unsecured 3.125% Senior Notes due September 2021 at 99.912% of their face value (the “3.125% Senior Notes” and together with the 1.55% Senior Notes, “the Notes”). The Company used all of the net proceeds from the Notes to repay the outstanding $600.0 4.75% Senior Notes that were due in November 2014 and to repay amounts outstanding under its Revolving Credit Facility and Credit Agreement. The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31, 2015) over each of the next five years ending December 31 and thereafter, is as follows: 2016 $ 2017 2018 2019 2020 Thereafter $ The Company has a $20.0 uncommitted standby letter of credit facility of which approximately $12.3 was issued at December 31, 2015. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | Note 3—Fair Value Measurements The Company follows the framework within the Fair Value Measurements and Disclosures topic of the Accounting Standards Codification, which 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 requirements 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 Company does not have any non-financial instruments accounted for at fair value on a recurring basis. 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 Company’s 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 and derivative instruments. Substantially all of the Company’s short-term investments consist of certificates of deposit with original maturities of twelve months or less and as such, are considered as Level 1 in the fair value hierarchy as they are traded in active markets which have identical assets. The carrying amounts of these instruments, the majority of which are in non-U.S. bank accounts, approximate their fair value. The Company’s derivative instruments represent foreign exchange rate forward contracts, which are valued using bank quotations based on market observable inputs such as forward and spot rates and are therefore classified as Level 2 in the fair value hierarchy. The impact of the credit risk related to these financial assets is immaterial. The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards at December 31, 2015 and December 31, 2014 are as follows: Fair Value Measurements Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) 2015 Short-term investments $ $ $ — $ — Forward contracts — — Total $ $ $ $ — 2014 Short-term investments $ $ $ — $ — Forward contracts — — Total $ $ $ $ — The Company does not have any significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis. For the years ended December 31, 2015 and 2014, a loss of $(0.4) and $(1.2), respectively, was recognized in Accumulated other comprehensive loss associated with foreign exchange rate forward contracts. The amount reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss) in the accompanying Consolidated Statements of Income during 2015 and 2014 was not material. The fair value of the forward contracts are recorded within Other current assets, Other accrued expenses or Accrued pension benefit obligations and other long-term liabilities in the accompanying Consolidated Balance Sheets, depending on their value and remaining contractual period. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | Note 4—Income Taxes The components of income before income taxes and the provision for income taxes are as follows: Year Ended December 31, 2015 2014 2013 Income before income taxes: United States $ $ $ Foreign $ $ $ Current tax provision: United States $ $ $ Foreign Deferred tax provision (benefit): United States ) ) Foreign ) ) ) Total provision for income taxes $ $ $ At December 31, 2015, the Company had $70.3, $12.1 and $6.7 of foreign tax loss and credit carryforwards, U.S. federal loss carryforwards, and U.S. state tax loss and credit carryforwards net of federal benefit, respectively, of which $37.7, $12.1 and $3.2, respectively, will either expire or be refunded at various dates through 2035 and the balance can be carried forward indefinitely. A valuation allowance of $18.5 and $15.5 at December 31, 2015 and 2014, respectively, has been recorded which relates to the foreign net operating loss carryforwards and U.S. state tax credits. The net change in the valuation allowance for deferred tax assets was an increase of $3.0 and a decrease of $3.9 in 2015 and 2014, respectively, which was related to foreign net operating loss and U.S. state credit carryforwards. Differences between the U.S. statutory federal tax rate and the Company’s effective income tax rate are analyzed below: Year Ended December 31, 2015 2014 2013 U.S. statutory federal tax rate % % % State and local taxes Foreign earnings and dividends taxed at different rates ) ) ) Valuation allowance ) Tax impact of the delay in American Taxpayer Relief Act — — ) Other — ) ) Effective tax rate % % % The 2013 tax rate reflects a decrease in tax expense of $11.3, or $0.03 per diluted common share, resulting from the delay, by the U.S. government, in the reinstatement of certain federal income tax provisions for the year 2012 relating primarily to research and development credits and certain U.S. taxes on foreign income that are part of the tax provisions within the American Taxpayer Relief Act. Such tax provisions were reinstated on January 2, 2013 with retroactive effect to 2012. Under U.S. GAAP, the benefit to the Company of $11.3 relating to the 2012 tax year was recorded as a benefit in the first quarter of 2013 at the date of reinstatement; as such, between the fourth quarter of 2012 and the first quarter of 2013, there is no net impact on the Company from an income statement perspective. The 2013 tax rate also reflects a reduction in tax expense of $3.6, or $0.01 per diluted common share, for tax reserve adjustments relating to the completion of the audits of certain of the Company’s prior year tax returns. Excluding these impacts as well as the net impact of the acquisition-related expenses, the Company’s effective tax rate for 2015, 2014 and 2013 was 26.5%, 26.5% and 26.3%, respectively. The components of the Company’s deferred tax assets and liabilities included in Intangibles and other long-term assets and in Accrued pension benefit obligations and other long-term liabilities in the accompanying Consolidated Balance Sheet are comprised of the following: December 31, 2015 2014 Deferred tax assets relating to: Accrued liabilities and reserves $ $ Operating loss and tax credit carryforwards Pensions, net Inventories Employee benefits Total deferred tax assets Valuation allowance ) ) Total deferred tax assets, net of valuation allowances Deferred tax liabilities relating to: Goodwill Depreciation and amortization Contingent consideration Total deferred tax liabilities Net deferred tax liability $ ) $ ) See Note 1 of the Consolidated Financial Statements for further discussion on the adoption of ASU 2015-17. A tabular reconciliation of the gross amounts of unrecognized tax benefits excluding interest and penalties at the beginning and end of the year for 2015, 2014 and 2013 are as follows: 2015 2014 2013 Unrecognized tax benefits as of January 1 $ $ $ Gross increases and gross decreases for tax positions in prior periods Gross increases - current period tax position Settlements — ) — Lapse of statute of limitations ) ) ) Unrecognized tax benefits as of December 31 $ $ $ The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. During the years ended December 31, 2015, 2014 and 2013, the provision for income taxes included a net expense of $1.5, $0.9 and $0.2, respectively, in estimated interest and penalties. As of December 31, 2015, 2014 and 2013, the liability for unrecognized tax benefits included $6.0, $4.5 and $3.0, respectively, for tax-related interest and penalties. The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. With few exceptions, the Company is subject to income tax examinations by tax authorities for the years 2011 and after. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until the close of an audit. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. As of December 31, 2015 and 2014, the amount of the liability for unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was $20.6 and $19.2, respectively, which is included in Accrued pension benefit obligations and other long-term liabilities in the accompanying Consolidated Balance Sheets. Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including progress of tax audits and the closing of statutes of limitation. Based on information currently available, management anticipates that over the next twelve month period, audit activity could be completed and statutes of limitation may close relating to existing unrecognized tax benefits of $3.1. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity | |
Equity | Note 5—Equity Stock-Based Compensation: Stock Options In 2009, the Company adopted the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and its Subsidiaries (the “2009 Employee Option Plan”). The Company also continues to maintain the 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2000 Employee Option Plan”). No additional stock options can be granted under the 2000 Employee Option Plan. The 2009 Employee Option Plan authorizes the granting of additional stock options by a committee of the Company’s Board of Directors. The number of shares of the Company’s Class A Common Stock (“Common Stock”) reserved for issuance thereunder is 58,000,000 shares. As of December 31, 2015, there were 18,911,280 shares of Common Stock available for the granting of additional stock options under the 2009 Employee Option Plan. Options granted under the 2000 Employee Option Plan are fully vested and are generally exercisable over a period of ten years from the date of grant and options granted under the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally 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 “2004 Directors Option Plan”). The 2004 Directors Option Plan is administered by the Company’s Board of Directors. As of December 31, 2015, there were 140,000 shares of Common Stock available for the granting of additional stock options under the 2004 Directors Option Plan, although no additional stock options are expected to be granted under this plan. Options were last granted under the 2004 Directors Option Plan in May 2011. Options granted under the 2004 Directors Option Plan are fully vested and are generally exercisable over a period of ten years from the date of grant. Stock option activity for 2013, 2014 and 2015 was as follows: Weighted Average Aggregate Weighted Remaining Intrinsic Average Contractual Value Options Exercise Price Term (in years) (in millions) Options outstanding at January 1, 2013 $ Options granted Options exercised ) Options forfeited ) Options outstanding at December 31, 2013 Options granted Options exercised ) Options forfeited ) Options outstanding at December 31, 2014 Options granted Options exercised ) Options forfeited ) Options outstanding at December 31, 2015 $ Vested and non-vested options expected to vest at December 31, 2015 $ Exercisable options at December 31, 2015 $ $ A summary of the status of the Company’s non-vested options as of December 31, 2015 and changes during the year then ended is as follows: Options Weighted Average Fair Value at Grant Date Non-vested options at January 1, 2015 $ Options granted Options vested ) Options forfeited ) Non-vested options at December 31, 2015 $ The weighted-average fair value at the grant date of options granted during 2014 and 2013 was $8.64 and $8.71, respectively. During the years ended December 31, 2015, 2014 and 2013, the following activity occurred under the Company’s option plans: 2015 2014 2013 Total intrinsic value of stock options exercised $ $ $ Total fair value of stock options vested As of December 31, 2015, the total compensation cost related to non-vested options not yet recognized was approximately $104.9, with a weighted average expected amortization period of 3.36 years. The grant-date fair value of each option grant under the 2000 Employee Option Plan, the 2009 Employee Option Plan and the 2004 Directors Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each restricted share grant is determined based on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical post-vesting 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 the Company’s dividend rate. Restricted Stock In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan is administered by the Company’s Board of Directors. As of December 31, 2015, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 153,974. Restricted shares granted under the 2012 Directors Restricted Stock Plan generally vest on the first anniversary of the grant date. Grants under the 2012 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s common stock without payment. Restricted stock activity for 2013, 2014 and 2015 was as follows: Weighted Average Fair Value Remaining Restricted at Grant Amortization Shares Date Term (in years) Restricted shares outstanding at January 1, 2013 $ Restricted shares granted Shares vested and issued ) Restricted shares outstanding at December 31, 2013 Restricted shares granted Shares vested and issued ) Restricted shares outstanding at December 31, 2014 Restricted shares granted Shares vested and issued ) Restricted shares outstanding at December 31, 2015 The total fair value of restricted share awards that vested during 2015, 2014, and 2013 was $0.9, $1.0, and $0.9, respectively. As of December 31, 2015, the total compensation cost related to non-vested restricted stock not yet recognized was approximately $0.4 with a weighted average expected amortization period of 0.39 years. Authorized Shares for Issuance: Effective May 20, 2015, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue by 500 million to 1 billion. Stock Repurchase Program: In January 2013, the Board of Directors authorized a stock repurchase program under which the Company could repurchase up to 20 million shares of its common stock during the two-year period ending January 31, 2015 (the “2013 Stock Repurchase Program”). During the year ended December 31, 2014, the Company repurchased 11,428,610 shares of its Common Stock for $539.4. These treasury shares have been retired by the Company and common stock and retained earnings were reduced accordingly. At December 31, 2014, the Company had repurchased all shares authorized under the 2013 Stock Repurchase Program. In January 2015, the Board of Directors authorized a stock repurchase program under which the Company could repurchase up to 10 million shares of Common Stock during the two-year period ending January 20, 2017 (the “2015 Stock Repurchase Program”). During the year ended December 31, 2015, the Company repurchased 4.5 million shares of its Common Stock for $248.9. These treasury shares have been retired by the Company and common stock and retained earnings were reduced accordingly. The price and timing of any future purchases under the 2015 Stock Repurchase Program will depend on factors such as levels of cash generation from operations, the volume of stock option exercises by employees, cash requirements for acquisitions, dividends, economic and market conditions and stock price. The Company did not repurchase any additional shares of Common Stock through January 31, 2016. At January 31, 2016, approximately 5.5 million additional shares of Common Stock may be repurchased under the 2015 Stock Repurchase Program. Dividends: Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on shares of Common Stock. In July 2014, the Board of Directors approved an increase in the quarterly dividend rate from $0.10 to $0.125 per share effective with the third quarter 2014 dividend and in July 2015 approved a further increase in the quarterly dividend rate from $0.125 to $0.14 per share effective with the third quarter 2015 dividend. Total dividends declared during 2015, 2014 and 2013 were $163.7, $140.6 and $96.8, respectively. Total dividends paid in 2015, 2014 and 2013 were $159.3, $101.9 and $96.8, respectively, including those declared in the prior year and paid in the current year. Accumulated Other Comprehensive Income (Loss): Balances of related after-tax components comprising Accumulated other comprehensive income (loss) included in equity at December 31, 2015, 2014 and 2013 are as follows: Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Cash Flow Hedges Defined Benefit Plan Liability Adjustment Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2013 $ $ $ ) $ ) Translation adjustments — — Unrealized loss on cash flow hedges, net of tax of $0.1 — ) — ) Amounts reclassified from Accumulated other comprehensive income (loss) ) — — ) Defined benefit plan adjustment, net of tax of ($20.6) — — Amounts reclassified from Accumulated other comprehensive income (loss), net of tax of ($9.6) — — Balance at December 31, 2013 ) ) ) Translation adjustments ) — — ) Unrealized loss on cash flow hedges, net of tax of $0.2 — ) — ) Defined benefit plan adjustment, net of tax of $39.9 — — ) ) Amounts reclassified from Accumulated other comprehensive income (loss), net of tax of ($6.2) — — Balance at December 31, 2014 ) ) ) ) Translation adjustments ) — — ) Unrealized loss on cash flow hedges, net of tax of $0.1 — ) — ) Defined benefit plan adjustment, net of tax of $5.5 — — ) ) Amounts reclassified from Accumulated other comprehensive income (loss), net of tax of ($10.1) — — Balance at December 31, 2015 $ ) $ ) $ ) $ ) The amounts reclassified from Accumulated other comprehensive income (loss) for defined benefit plan liabilities, are included within Cost of sales and Selling, general and administrative expenses and for unrealized gain (loss) on cash flow hedges, are included in Cost of sales within the Company’s Consolidated Statements of Income. The amounts reclassified from Accumulated other comprehensive income (loss) for foreign currency translation in 2013 are included in Cost of sales within the Company’s Consolidated Statements of Income. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share | |
Earnings Per Share | Note 6—Earnings 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 weighted average common shares outstanding to diluted weighted average common shares outstanding as of December 31 is as follows ( dollars and shares in millions ): 2015 2014 2013 Net income attributable to Amphenol Corporation shareholders $ $ $ Basic weighted average common shares outstanding Effect of dilutive stock options Diluted weighted average common shares outstanding Earnings per share attributable to Amphenol Corporation shareholders: Basic $ $ $ Diluted $ $ $ Excluded from the computations above were anti-dilutive common shares of 6.3 million, 5.5 million and 3.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Benefit Plans and Other Postret
Benefit Plans and Other Postretirement Benefits | 12 Months Ended |
Dec. 31, 2015 | |
Benefit Plans and Other Postretirement Benefits | |
Benefit Plans and Other Postretirement Benefits | Note 7—Benefit Plans and Other Postretirement Benefits The Company and certain of its domestic subsidiaries have defined benefit pension plans (the “U.S. Plans”), which cover certain U.S. employees and which represent the majority of the plan assets and benefit obligations of the aggregate defined benefit plans of the Company. The U.S. Plans’ benefits are generally based on years of service and compensation and are generally noncontributory. Certain U.S. employees not covered by the U.S. Plans are covered by defined contribution plans. Certain foreign subsidiaries have defined benefit plans covering their employees (the “International Plans”). The largest international pension plan, in accordance with local regulations, is unfunded and had a projected benefit obligation of approximately $76.2 and $ 86.0 at December 31, 2015 and 2014, respectively. Total required contributions to be made during 2016 for the unfunded International Plans amount to approximately $7.2. This amount, which is classified as Other accrued expenses, and the obligations discussed above, are included in the accompanying Consolidated Balance Sheets and in the tables below. The following is a summary of the Company’s defined benefit plans’ funded status as of the most recent actuarial valuations; for each year presented below, projected benefits exceed assets. December 31, 2015 2014 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ $ Service cost Interest cost Acquisitions Plan amendments — Actuarial (gain) loss ) Foreign exchange translation ) ) Benefits paid ) ) Projected benefit obligation at end of year Change in plan assets: Fair value of plan assets at beginning of year Actual return on plan assets ) Employer contributions Foreign exchange translation ) ) Benefits paid ) ) Fair value of plan assets at end of year Funded status $ ) $ ) The accumulated benefit obligation for the Company’s defined benefit pension plan was $624.5 and $653.7 at December 31, 2015 and 2014, respectively. Year Ended December 31, 2015 2014 2013 Components of net pension expense: Service cost $ $ $ Interest cost Expected return on plan assets ) ) ) Net amortization of actuarial losses Net pension expense $ $ $ Weighted-average assumptions used to determine benefit obligations at December 31, Pension Benefits Other Benefits 2015 2014 2015 2014 Discount rate: U.S. plans % % % % International plans % % n/a n/a Rate of compensation increase: U.S. plans % % n/a n/a International plans % % n/a n/a Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31, Pension Benefits Other Benefits 2015 2014 2013 2015 2014 2013 Discount rate: U.S. plans % % % % % % International plans % % % n/a n/a n/a Expected long-term return on assets: U.S. plans % % % n/a n/a n/a International plans % % % n/a n/a n/a Rate of compensation increase: U.S. plans % % % n/a n/a n/a International plans % % % n/a n/a n/a The pension expense for the U.S. Plans and the International Plans (the “Plans”) is calculated based upon a number of actuarial assumptions established on January 1 of the applicable year, including mortality projections as well as a weighted-average discount rate, rate of increase in future compensation levels and an expected long-term rate of return on the respective Plans’ assets which are detailed in the table above. The discount rate used by the Company for valuing pension liabilities is based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations. The discount rate for the U.S. Plans on this basis was 4.11% at December 31, 2015 and 3.75% at December 31, 2014. The increase in the discount rate resulted in a decrease in the benefit obligation for the U.S. Plans of approximately $19.0 at December 31, 2015. At December 31, 2015, the Company elected to further refine its approach for calculating its service and interest costs beginning in 2016 by applying a split discount rate approach under which specific spot rates along the selected yield curve are applied to the relevant projected cash flows as the Company believes this method more precisely measures its obligations. The mortality assumptions used by the Company reflect commonly used mortality tables and improvement scales for each plan and increased life expectancies for plan participants. The Company’s investment strategy for the Plans’ assets is to achieve a rate of return on plan assets equal to or greater than the average for the respective investment classification through prudent allocation and periodic rebalancing between fixed income and equity instruments. The current investment policy includes a strategy to maintain an adequate level of diversification, subject to portfolio risks. The target allocations for the U.S. Plans, which represent the majority of the Plans’ assets, are generally 60% equity and 40% fixed income. Short-term strategic ranges for investments are established within these long term target percentages. The Company invests in a diversified investment portfolio through various investment managers and evaluates its plan assets for the existence of concentration risks. As of December 31, 2015, there were no significant concentrations of risks in the Company’s defined benefit plan assets. The Company does not invest nor instruct investment managers to invest pension assets in Amphenol securities. The Plans may indirectly hold the Company’s securities as a result of external investment management in certain commingled funds. Such holdings would not be material relative to the Plans’ total assets. In developing the expected long-term rate of return assumption for the U.S. Plans, the Company evaluated input from its external actuaries and investment consultants as well as long-term inflation assumptions. Projected returns by such consultants are based on broad equity and bond indices. The Company also considered its historical twenty-year compounded return of approximately 9%, which has been in excess of these broad equity and bond benchmark indices. As described above, the expected long-term rate of return on the U.S. Plans’ assets is based on an asset allocation assumption of 60% with equity managers (with an expected long-term rate of return of approximately 9%) and 40% with fixed income managers (with an expected long-term rate of return of approximately 6%). The Company believes that the long-term asset allocation on average will approximate 60% with equity managers and 40% with fixed income managers. The Company regularly reviews the actual asset allocation and periodically rebalances investments to its targeted allocation when considered appropriate. Based on this methodology, the Company’s expected long-term rate of return assumption to determine the benefit obligation of the U.S. Plans at December 31, 2015 and 2014 is 8.00%. The Company’s Plan assets are reported at fair value and classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The process requires judgment and may have an effect on the placement of the Plan assets within the fair value measurement hierarchy. The fair values of the Company’s pension Plans’ assets at December 31, 2015 and 2014 by asset category are as follows (refer to Note 3 for definitions of Level 1, 2 and 3 inputs): Fair Value Measurements at December 31, 2015 Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Equity securities: U.S. equities — large cap $ $ $ $ — U.S. equities — small/mid cap and other — — International equities — growth — — International equities — other — — Alternative investment funds — — Fixed income securities: U.S. fixed income securities — intermediate term — — U.S. fixed income securities — high yield — — International fixed income securities — other — — — Cash and cash equivalents — — Total $ $ $ $ — Fair Value Measurements at December 31, 2014 Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Equity securities: U.S. equities — large cap $ $ $ $ — U.S. equities — small/mid cap and other — — International equities — growth — — International equities — other — — — Alternative investment funds — — Fixed income securities: U.S. fixed income securities — intermediate term — — U.S. fixed income securities — high yield — — International fixed income securities — other — — — Cash and cash equivalents — — Total $ $ $ $ — Equity securities consist primarily of publicly traded U.S. and non-U.S. equities. Publicly traded securities are valued at the last trade or closing price reported in the active market in which the individual securities are traded. Certain Level 2 equity securities held in commingled funds are valued at unitized net asset value (“NAV”) based on the fair value of the underlying net assets owned by the funds. Alternative investment funds include investments in hedge funds including fund of fund products. Fixed income securities consist primarily of government securities and corporate bonds. They are valued at the closing price in the active market or at quotes obtained from brokers/dealers or pricing services. Certain Level 2 fixed income securities held within commingled funds are valued at NAV as determined by the custodian of the funds based on the fair value of the underlying net assets of the funds. The Company also has an unfunded Supplemental Employee Retirement Plan (“SERP”), which provides for the payment of the portion of annual pension which cannot be paid from the retirement plan as a result of regulatory limitations on average compensation for purposes of the benefit computation. The obligation related to the SERP is included in the accompanying Consolidated Balance Sheets and in the tables above. As of December 31, 2015, the amounts before tax for unrecognized net loss, net prior service cost and net transition asset in Accumulated other comprehensive loss related to the Plans above are $256.4, $9.0, and $0.1, respectively. As of December 31, 2014, the amounts before tax for unrecognized net loss, net prior service cost and net transition asset in Accumulated other comprehensive loss related to the Plans above are $274.7, $10.9 and $0.2, respectively. The estimated net loss, prior service cost and net transition asset for the Plans above that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are expected to be $22.6, $2.3 and $0.1, respectively. The Company made cash contributions to the Plans of $24.1, $23.8, and $23.3 in 2015, 2014, and 2013, respectively, and estimates that, based on current actuarial calculations, it will make aggregate cash contributions to the Plans in 2016 of approximately $22.0, most of which will be to the U.S. Plans. The timing and amount of cash contributions in subsequent years will depend on a number of factors, including the investment performance of the Plan assets. Benefit payments related to the Plans above, including those amounts to be paid out of Company assets and reflecting future expected service as appropriate, are expected to be as follows: 2016 $ 2017 2018 2019 2020 2021-2025 The Company offers various defined contribution plans for U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. The Company matches the majority of employee contributions to the U.S. defined contribution plans with cash contributions up to a maximum of 5% of eligible compensation. The Company provided matching contributions of approximately $4.2, $3.8 and $3.0 in 2015, 2014 and 2013, respectively. The Company maintains self-insurance programs for that portion of its health care and workers compensation costs not covered by insurance. The Company also provides certain health care and life insurance benefits to certain eligible retirees through post-retirement benefit (“OPEB”) programs. The Company’s share of the cost of such plans for most participants is fixed, and any increase in the cost of such plans will be the responsibility of the retirees. The Company funds the benefit costs for such plans on a pay-as-you-go basis. Since the Company’s obligation for postretirement medical plans is fixed and since the benefit obligation and the net postretirement benefit expense are not material in relation to the Company’s financial condition or results of operations, the Company believes any change in medical costs from that estimated will not have a significant impact on the Company. The discount rate used in determining the benefit obligation was 3.71% and 3.50% at December 31, 2015 and 2014, respectively. Summary information on the Company’s OPEB programs is as follows: December 31, 2015 2014 Change in benefit obligation: Benefit obligation at beginning of year $ $ Service cost Interest cost Paid benefits and expenses ) ) Actuarial loss Benefit obligation at end of year $ $ The accumulated benefit obligation for the Company’s OPEB plan was equal to its projected benefit obligation at December 31, 2015 and 2014. Year ended December 31, 2015 2014 2013 Components of net post-retirement benefit cost: Service cost $ $ $ Interest cost Net amortization of actuarial losses Net post-retirement benefit cost $ $ $ As of December 31, 2015, the amounts for unrecognized net loss, net prior service cost and net transition obligation in Accumulated other comprehensive loss related to OPEB programs are $5.5, nil and nil, respectively. The estimated net loss, prior service cost and net transition obligation for the OPEB programs that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are expected to be $0.6, nil and nil, respectively. Benefit payments for the OPEB plan, including those amounts to be paid out of Company assets and reflecting future expected service as appropriate are expected to be between $1.1 and $1.4 per year for the next ten years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases | |
Leases | Note 8—Leases At December 31, 2015, the Company was committed under operating leases which expire at various dates. Total rent expense under operating leases for the years 2015, 2014 and 2013 were approximately $41.0, $38.9 and $35.0, respectively. Minimum lease payments under non-cancelable operating leases are as follows: 2016 $ 2017 2018 2019 2020 Beyond 2020 Total minimum obligation $ |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations | |
Business Combinations | Note 9 — Business Combinations During the year ended December 31, 2015, goodwill of approximately $76.2, which is net of foreign currency translation, was recognized primarily related to three businesses acquired during the year in the Interconnect Products and Assemblies segment. The Company is in the process of completing its analysis of fair value of the assets acquired and liabilities assumed related to its 2015 acquisitions and anticipates that the final assessment of values will not differ materially from the preliminary assessment. The 2015 acquisitions were not material to the Company either individually or in the aggregate. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Asset | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | Note 10—Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill by segment were as follows: Interconnect Products and Cable Products and Assemblies Solutions Total Goodwill at December 31, 2013 $ $ $ Acquisition-related Foreign currency translation ) — ) Goodwill at December 31, 2014 Acquisition-related — Foreign currency translation ) — ) Goodwill at December 31, 2015 $ $ $ Other than goodwill and indefinite-lived trade name intangible assets with a value of approximately $52.3 as of December 31, 2015 and 2014, the Company’s intangible assets are subject to amortization. A summary of the Company’s amortizable intangible assets as of December 31, 2015 and 2014 is as follows: December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ $ $ $ $ $ Proprietary technology License agreements — — Backlog and other Total $ $ $ $ $ $ Customer relationships, proprietary technology, license agreements and backlog and other amortizable intangible assets have weighted average useful lives of approximately 10 years, 14 years, 8 years and 2 years, respectively, for an aggregate weighted average useful life of approximately 10 years at December 31, 2015. Intangible assets are included in Intangibles and other long-term assets in the accompanying Consolidated Balance Sheets. The aggregate amortization expense for the years ended December 31, 2015, 2014 and 2013 was approximately $34.7, $36.6 and $20.1, respectively. The 2014 amortization includes $9.8 related to the amortization of acquired backlogs. Amortization expense estimated for each of the next five fiscal years is approximately $35.8 in 2016, $35.4 in 2017, $31.2 in 2018, $27.0 in 2019 and $21.2 in 2020. |
Reportable Business Segments an
Reportable Business Segments and International Operations | 12 Months Ended |
Dec. 31, 2015 | |
Reportable Business Segments and International Operations | |
Reportable Business Segments and International Operations | Note 11—Reportable Business Segments and International Operations The Company has two reportable business segments: (i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions. The Company aggregates its operating segments into reportable segments based upon similar economic characteristics and business groupings of products, services, and customers. The Interconnect Products and Assemblies segment primarily designs, manufactures and markets a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a broad range of applications in a diverse set of end markets. The Cable Products and Solutions segment primarily designs, manufactures and markets cable, value-added products and components for use primarily in the broadband communications and information technology markets as well as certain applications in other markets. The accounting policies of the segments are the same as those for the Company as a whole and are described in Note 1 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. Interconnect Products and Assemblies Cable Products and Solutions Total 2015 2014 2013 2015 2014 2013 2015 2014 2013 Net sales External $ $ $ $ $ $ $ $ $ Intersegment Depreciation and amortization Segment operating income Segment assets (excluding goodwill) Purchases of land and depreciable assets Reconciliation of segment operating income to consolidated income before income taxes: 2015 2014 2013 Segment operating income $ $ $ Interest expense ) ) ) Interest income Stock-based compensation expense ) ) ) Acquisition-related expenses ) ) ) Other costs, net ) ) ) Consolidated income before income taxes $ $ $ Reconciliation of segment assets to consolidated total assets: 2015 2014 Segment assets excluding goodwill $ $ Goodwill Other assets Consolidated total assets $ $ Geographic information: Net sales Land and depreciable assets, net 2015 2014 2013 2015 2014 2013 United States $ $ $ $ $ $ China Other international locations Total $ $ $ $ $ $ Net sales by geographic area are based on the customer location to which the product is shipped. During the year ended December 31, 2015, aggregate sales to the Company’s largest customer, including sales of products to EMS companies and subcontractors that the Company believes are manufacturing products on their behalf, represented approximately 11% of the Company’s net sales, all of which are included within the Interconnect Products and Assemblies segment. No single customer represented 10% or more of the Company’s net sales for the years ended December 31, 2014 or 2013. It is impracticable to disclose net sales by product or group of products. |
Other Income, net
Other Income, net | 12 Months Ended |
Dec. 31, 2015 | |
Other Income, net | |
Other Income, net | The components of Other income, net are set forth below: Year Ended December 31, 2015 2014 2013 Agency and commitment fees $ ) $ ) $ ) Interest income $ $ $ |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 13—Commitments and Contingencies The Company has been named as defendant in several legal actions in which various amounts are claimed arising from normal business activities. The Company records a loss contingency liability when there is at least a reasonable possibility that a loss is considered probable and the amount can be reasonably estimated. Although the potential liability with respect to such legal actions cannot be reasonably estimated, such matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s legal costs associated with defending itself are recorded to expense as incurred. 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 Company’s financial condition, results of operations or cash flows. The Company also has purchase obligations related to commitments to purchase certain goods and services. At December 31, 2015, the Company had purchase commitments of $186.5 in 2016 and $11.5 in 2017 and 2018, combined. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events | |
Subsequent Events | Note 14—Subsequent Events On January 8, 2016, pursuant to a Purchase Agreement dated July 17, 2015 and as amended on December 31, 2015, by and among the Company and Bain Capital, the Company acquired all of the share capital of FCI Asia Pte Ltd (“FCI”) for an aggregate purchase price of approximately $1,179, net of cash acquired (subject to closing adjustments), which was funded by cash, cash equivalents and short-term investments on hand that were held outside of the United States. Headquartered in Singapore, FCI, a global leader in interconnect solutions for the information technology and data communications, industrial, mobile networks, automotive and mobile devices markets, will be reported as part of the Company’s Interconnect Products and Assemblies segment. As this is a recent acquisition, the required financial information needed to complete the initial purchase price allocation of all of its tangible and identifiable intangible assets and liabilities, as well as the required supplemental pro forma results of the combined entity, is incomplete. The preliminary amounts recognized for all assets acquired and liabilities assumed as of the acquisition date and other required pro forma disclosures of the combined entity will be disclosed in the Company’s Form 10-Q for the quarter ending March 31, 2016. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Data (Unaudited) | |
Selected Quarterly Financial Data (Unaudited) | Note 15—Selected Quarterly Financial Data (Unaudited) Three Months Ended March 31 June 30 September 30 December 31 2015 Net sales $ $ $ $ Gross profit Operating income (1) Net income attributable to Amphenol Corporation (1) Net income per common share—Basic (1) Net income per common share—Diluted (1) 2014 Net sales $ $ $ $ Gross profit Operating income (2) (3) (4) Net income attributable to Amphenol Corporation (2) (3) (4) Net income per common share—Basic (2) (3) (4) Net income per common share—Diluted (2) (3) (4) (1) Operating income, net income and net income per common share includes acquisition-related expenses of $5.7 ($5.7 after-tax), or $0.02 per share, relating to acquisitions announced and closed in 2015. Excluding this effect, net income per common share-diluted was $0.58 for the three months ended June 30, 2015. (2) Operating income, net income and net income per common share includes acquisition-related expenses of $2.0 ($1.3 after-tax), or $0.01 per share, relating to the amortization of the value associated with acquired backlog relating to an acquisition completed by the Company in the fourth quarter of 2013. Excluding this effect, net income per common share-diluted was $0.50 for the three months ended March 31, 2014. (3) Operating income, net income and net income per common share includes acquisition-related expenses of $2.5 ($2.5 after-tax), or $0.01 per share relating to 2014 acquisitions. Excluding this effect, net income per common share-diluted was $0.58 for the three months ended September 30, 2014. (4) Operating income, net income and net income per common share includes acquisition-related expenses of $1.8 ($1.5 after-tax) relating to 2014 acquisitions and $7.8 ($4.9 after-tax) relating to the acquired backlog of an acquisition completed in the third quarter of 2014 which aggregates $0.02 per share. Excluding these effects, net income per common share-diluted was $0.63 for the three months ended December 31, 2014. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2015 | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II AMPHENOL CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the years ended December 31, 2015, 2014 and 2013 (Dollars in millions) Balance at beginning of period Charged to cost and expenses Additions (Deductions) Balance at end of period Receivable Reserves: Year ended 2015 $ $ $ $ Year ended 2014 ) Year ended 2013 ) |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Use of Estimates | 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. Significant estimates and assumptions made by management include the fair value of acquired assets and liabilities, stock-based compensation, pension obligations, derivative instruments, income taxes, inventories, goodwill and other matters that affect the consolidated financial statements and related disclosures. Actual results could differ from those estimates. All normal recurring adjustments necessary for a fair presentation in conformity with accounting principles generally accepted in the United States of America have been included. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements are prepared in United States dollars (U.S. dollars) and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired are included in the Consolidated Financial Statements from the effective date of acquisition. |
Cash and Cash Equivalents | 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. bank accounts. |
Short-term Investments | Short-term Investments Short-term investments consist primarily of certificates of deposit with original maturities of twelve months or less. The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. bank accounts. |
Accounts Receivable | Accounts Receivable Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. |
Inventories | Inventories Inventories are stated at the lower of standard cost, which approximates average cost, or market. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand and evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. |
Depreciable Assets | Depreciable Assets Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which range from 3 to 12 years for machinery and equipment and 20 to 40 years for buildings. Leasehold building improvements are depreciated over the shorter of the lease term or estimated useful life. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income based on the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no significant impairments recorded as a result of such reviews during any of the periods presented. |
Goodwill | Goodwill Annually, the Company performs its evaluation for the impairment of goodwill for the Company’s two reporting units. The Company has defined its reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”, as the components of these reportable business segments have similar economic characteristics. In 2015, the Company changed its annual assessment date for goodwill impairment to be as of July 1, rather than June 30, which had no impact on the outcome of the assessment. In 2014, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the two-step quantitative goodwill impairment assessment. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit unless the Company determines, based on a qualitative assessment of events and circumstances, that it is more likely than not that its fair value is less than its carrying amount. The Company determined that it is more likely than not that the fair value of its reporting units was greater than their carrying amounts. In 2015, the Company exercised its option to bypass the qualitative assessment, and in the third quarter, the Company performed the first step of the two-step quantitative goodwill impairment assessment for each reportable business segment. As part of the quantitative assessment, the Company estimated the fair value of each of its reportable business segments using a market approach. The Company believes this approach provides the best indicator of fair value, by utilizing market prices and other relevant metrics for comparable publicly traded companies with similar operating and investment characteristics and recent transactions of similar businesses within the industry. Significant estimates and assumptions were used in the Company’s goodwill impairment assessment including revenue and profitability projections, determination of appropriate publicly traded market comparison companies, and comparable revenue and earnings multiples derived from comparable publicly traded companies and from recent acquisitions within our industry. As part of our quantitative approach, the Company evaluated whether there were reasonably likely changes to management’s estimates and assumptions that would have a material impact on the results of the goodwill impairment assessment. As of July 1, 2015, we determined that the fair value of each of the Company’s reportable business segments was substantially in excess of their respective carrying amounts, and therefore, no goodwill impairment resulted from the assessment. The Company has not recognized any goodwill impairment in 2015, 2014 or 2013 in connection with its annual impairment assessment. |
Intangible Assets | Intangible Assets Intangible assets are included in Intangibles and other long-term assets and consist primarily of proprietary technology, customer relationships and license agreements and are generally amortized over the estimated periods of benefit. The Company assesses the impairment of long-lived assets, other than goodwill, including identifiable intangible assets subject to amortization, whenever significant events or significant changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. There have been no impairments recorded in 2015, 2014 or 2013 as a result of such reviews. |
Revenue Recognition | Revenue Recognition The Company’s primary source of revenues is from product sales to its customers. Revenue from sales of the Company’s products is recognized at the time the goods are delivered, title passes, and the risks and rewards of ownership pass to the customer, provided the earning process is complete and revenue is measurable. Such recognition generally occurs when the products reach the shipping point, the sales price is fixed and determinable, and collection is reasonably assured. Delivery is determined by the Company’s shipping terms, which are primarily freight on board (“FOB”) shipping point. Revenue is recorded at the net amount to be received after deductions for estimated discounts, allowances and returns. These estimates and related reserves are determined and adjusted as needed based upon historical experience, contract terms and other related factors. The shipping costs for the majority of the Company’s sales are paid directly by the Company’s customers. In the broadband communications market (approximately 6% of net sales in 2015), the Company pays for shipping costs to the majority of its customers. Shipping costs are also paid by the Company for certain customers in the Interconnect Products and Assemblies segment. Amounts billed to customers related to shipping costs are immaterial and are included in net sales. Shipping costs incurred to transport products to the customer which are not reimbursed are included in Selling, general and administrative expenses. |
Retirement Pension Plans | Retirement Pension Plans Costs for retirement pension plans include current service costs and amortization of prior service costs over the average working life expectancy. It is the Company’s policy to fund current pension costs taking into consideration minimum funding requirements and maximum tax deductible limitations. The expense of retiree medical benefit programs is recognized during the employees’ service with the Company. The recognition of expense for retirement pension plans and medical benefit programs is significantly impacted by estimates made by management such as discount rates used to value certain liabilities, expected return on assets, mortality projections and future health care costs. The Company uses third-party specialists to assist management in appropriately measuring the expense and obligations associated with pension and other post-retirement plan benefits. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock option and restricted share awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, and estimates of forfeitures 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 also impact the amount of expense to be recognized in future periods. The Company’s income before income taxes was reduced by $44.2 ($32.9 after tax), $41.4 ($30.3 after tax) and $36.1 ($26.4 after tax) for the years ended December 31, 2015, 2014 and 2013, respectively, related to the expense incurred for stock-based compensation plans, which is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. The fair value of stock options has been estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2015 2014 2013 Risk free interest rate 1.4% 1.6% 0.9% Expected life 4.6 years 4.6 years 4.6 years Expected volatility 17.0% 21.0% 28.0% Expected dividend yield 1.0% 1.0% 1.0% |
Income Taxes | Income Taxes Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. At December 31, 2015, the cumulative amount of undistributed earnings of foreign affiliated companies was approximately $3,699. Deferred income taxes are not provided on undistributed earnings of foreign affiliated companies as it is the Company’s intention to reinvest these earnings permanently outside the U.S. It is not practicable to estimate the amount of tax that might be payable if undistributed earnings were to be repatriated as there is a significant amount of uncertainty with respect to the tax impact of the remittance of these earnings due to the fact that dividends received from numerous foreign subsidiaries may generate additional foreign tax credits, which could ultimately reduce the U.S. tax cost of the dividend. These uncertainties are further complicated by the significant number of foreign tax jurisdictions and entities involved. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. |
Foreign Currency Translation | Foreign Currency Translation The financial position and results of operations of the Company’s significant foreign subsidiaries are measured using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales. |
Research and Development | Research and Development Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $124.7, $114.8 and $103.4, for the years 2015, 2014 and 2013, respectively, and are included in Selling, general and administrative expenses. |
Acquisitions | Acquisitions The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates. |
Environmental Obligations | Environmental Obligations The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated; potential insurance reimbursements are not recorded. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans. |
Net Income per Common Share | Net Income per Common Share Basic income per common share is based on the net income attributable to Amphenol Corporation for the year divided by the weighted average number of common shares outstanding. Diluted income per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. |
Derivative Financial Instruments | Derivative Financial Instruments Derivative financial instruments, which are periodically used by the Company in the management of its interest rate and foreign currency exposures, are accounted for as cash flow hedges. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction price(s); (4) allocate the transaction price(s) to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. ASU 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016, with early adoption not permitted. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which defers the effective date of FASB’s revenue standard under ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. As a result of ASU 2015-14, the guidance under ASU 2014-09 shall apply for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods. The Company is currently evaluating ASU 2014-09 and does not anticipate a material impact on its consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), amending FASB Accounting Standards Subtopic 205-40 to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, the amendments (1) provide a definition of the term “substantial doubt,” (2) require an evaluation every reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that financial statements are issued. ASU 2014-15 is effective for fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating ASU 2014-15 and does not anticipate a material impact on its consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which specifies that debt issuance costs related to a note shall be reported on the balance sheet as a direct deduction from the face amount of that note and that amortization of debt issuance costs shall be reported as interest expense. ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and should be applied retrospectively with early adoption permitted. The Company elected to early adopt ASU 2015-03 in the fourth quarter of 2015 and the Consolidated Balance Sheet as of December 31, 2014 has been retrospectively reclassified to conform to the new presentation. The adoption of ASU 2015-03 had no impact other than on the accompanying Consolidated Balance Sheet as presented below. Refer to Reclassifications section below within this Note 1 for a summary of the impact of this adoption. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires inventory to be measured at the lower of cost and net realizable value, thereby simplifying the current guidance of measuring inventory at the lower of cost or market. ASU 2015-11 is effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating ASU 2015-11 and does not believe this ASU will have a material impact on its consolidated financial statements. In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), which eliminates the requirement to restate prior period financial statements for measurement period adjustments. Rather, ASU 2015-16 requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. ASU 2015-16 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. T he Company elected to early adopt ASU 2015-16 in the third quarter of 2015, which did not have a material impact on its consolidated financial statements. Any future measurement period adjustments will be recorded in the period identified in accordance with this ASU. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which simplifies the presentation of deferred taxes by requiring that all deferred tax assets and liabilities, including related valuation allowances, be classified as non-current on the balance sheet. Under ASU 2015-17, each tax-paying component of the entity within a particular jurisdiction will now have only one net non-current deferred tax asset or liability. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, may be applied retrospectively or prospectively, with early adoption permitted. The Company elected to early adopt ASU 2015-17 in the fourth quarter of 2015 using the retrospective method and therefore, the Consolidated Balance Sheet as of December 31, 2014 has been retrospectively reclassified. The adoption of ASU 2015-17 had no impact other than on the accompanying Consolidated Balance Sheet as presented below. Refer to Reclassifications section below for a summary of the impact of this adoption. |
Reclassifications | Reclassifications The following table summarizes the impact of the adoption of the new accounting standards described above on the Company’s Consolidated Balance Sheet as of December 31, 2014: As Previously Reported Impact of ASU 2015-03 Impact of ASU 2015-17 As Retrospectively Reclassified Other current assets $ $ — $ ) $ Intangibles and other long-term assets ) Total assets ) ) Long-term debt, less current portion ) — Accrued pension benefit obligations and other long-term liabilities — ) In 2015, the Company changed the reporting for borrowings and repayments related to the Company’s commercial paper program from a gross basis to a net basis in the accompanying Consolidated Statements of Cash Flow, to the extent such borrowings under this program have maturities that are three months or less. The Company has reclassified the prior period balances to reflect such change. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Fair value of stock options has been estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | 2015 2014 2013 Risk free interest rate 1.4% 1.6% 0.9% Expected life 4.6 years 4.6 years 4.6 years Expected volatility 17.0% 21.0% 28.0% Expected dividend yield 1.0% 1.0% 1.0% |
Schedule of the impact of the adoption of new accounting standards described above on the Company's Consolidated Balance Sheet | The following table summarizes the impact of the adoption of the new accounting standards described above on the Company’s Consolidated Balance Sheet as of December 31, 2014: As Previously Reported Impact of ASU 2015-03 Impact of ASU 2015-17 As Retrospectively Reclassified Other current assets $ $ — $ ) $ Intangibles and other long-term assets ) Total assets ) ) Long-term debt, less current portion ) — Accrued pension benefit obligations and other long-term liabilities — ) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt | |
Schedule of long-term debt | December 31, 2015 December 31, 2014 Maturity Carrying Amount Approximate Fair Value (1) Carrying Amount Approximate Fair Value (1) $1,500.0 Revolving Credit Facility July 2018 $ — $ — $ — $ — $200.0 Credit Agreement May 2015 N/A N/A — — $1,500.0 Commercial Paper Program (less unamortized discount of $0.2 and $0.4 at December 31, 2015 and 2014, respectively) July 2018 4.00% Senior Notes (less unamortized discount of $0.8 and $0.9 at December 31, 2015 and 2014, respectively) February 2022 2.55% Senior Notes (less unamortized discount of $0.7 and $0.9 at December 31, 2015 and 2014, respectively) January 2019 1.55% Senior Notes (less unamortized discount of $0.2 and $0.3 at December 31, 2015 and 2014, respectively) September 2017 3.125% Senior Notes (less unamortized discount of $0.3 and $0.3 at December 31, 2015 and 2014, respectively) September 2021 Notes payable to foreign banks and other debt 2016-2021 Less deferred debt issuance costs ) — ) — Less current portion Total long-term debt $ $ $ $ (1) The fair values of the Company’s Senior Notes are based on recent bid prices in an active market, and therefore are classified as Level 1 in the fair value hierarchy (Note 3). |
Schedule of maturity of the Company's debt (exclusive of unamortized deferred debt issuance costs) over each of the next five years and thereafter | The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31, 2015) over each of the next five years ending December 31 and thereafter, is as follows: 2016 $ 2017 2018 2019 2020 Thereafter $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements | |
Fair values of financial and non-financial assets and liabilities | Fair Value Measurements Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) 2015 Short-term investments $ $ $ — $ — Forward contracts — — Total $ $ $ $ — 2014 Short-term investments $ $ $ — $ — Forward contracts — — Total $ $ $ $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Schedule of the components of income before income taxes and the provision for income taxes | Year Ended December 31, 2015 2014 2013 Income before income taxes: United States $ $ $ Foreign $ $ $ Current tax provision: United States $ $ $ Foreign Deferred tax provision (benefit): United States ) ) Foreign ) ) ) Total provision for income taxes $ $ $ |
Schedule of differences between the U.S. statutory federal tax rate and the Company's effective income tax rate | Year Ended December 31, 2015 2014 2013 U.S. statutory federal tax rate % % % State and local taxes Foreign earnings and dividends taxed at different rates ) ) ) Valuation allowance ) Tax impact of the delay in American Taxpayer Relief Act — — ) Other — ) ) Effective tax rate % % % |
Schedule of deferred tax assets and liabilities | December 31, 2015 2014 Deferred tax assets relating to: Accrued liabilities and reserves $ $ Operating loss and tax credit carryforwards Pensions, net Inventories Employee benefits Total deferred tax assets Valuation allowance ) ) Total deferred tax assets, net of valuation allowances Deferred tax liabilities relating to: Goodwill Depreciation and amortization Contingent consideration Total deferred tax liabilities Net deferred tax liability $ ) $ ) |
Schedule of reconciliation of gross amounts of unrecognized tax benefits excluding interest and penalties | 2015 2014 2013 Unrecognized tax benefits as of January 1 $ $ $ Gross increases and gross decreases for tax positions in prior periods Gross increases - current period tax position Settlements — ) — Lapse of statute of limitations ) ) ) Unrecognized tax benefits as of December 31 $ $ $ |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity | |
Schedule of stock option activity | Weighted Average Aggregate Weighted Remaining Intrinsic Average Contractual Value Options Exercise Price Term (in years) (in millions) Options outstanding at January 1, 2013 $ Options granted Options exercised ) Options forfeited ) Options outstanding at December 31, 2013 Options granted Options exercised ) Options forfeited ) Options outstanding at December 31, 2014 Options granted Options exercised ) Options forfeited ) Options outstanding at December 31, 2015 $ Vested and non-vested options expected to vest at December 31, 2015 $ Exercisable options at December 31, 2015 $ $ |
Summary of status of non-vested options and changes during the year | Options Weighted Average Fair Value at Grant Date Non-vested options at January 1, 2015 $ Options granted Options vested ) Options forfeited ) Non-vested options at December 31, 2015 $ |
Summary of activity in the option plans | 2015 2014 2013 Total intrinsic value of stock options exercised $ $ $ Total fair value of stock options vested |
Schedule of restricted stock activity | Weighted Average Fair Value Remaining Restricted at Grant Amortization Shares Date Term (in years) Restricted shares outstanding at January 1, 2013 $ Restricted shares granted Shares vested and issued ) Restricted shares outstanding at December 31, 2013 Restricted shares granted Shares vested and issued ) Restricted shares outstanding at December 31, 2014 Restricted shares granted Shares vested and issued ) Restricted shares outstanding at December 31, 2015 |
Schedule of after-tax components comprising Accumulated other comprehensive income (loss) included in equity | Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Cash Flow Hedges Defined Benefit Plan Liability Adjustment Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2013 $ $ $ ) $ ) Translation adjustments — — Unrealized loss on cash flow hedges, net of tax of $0.1 — ) — ) Amounts reclassified from Accumulated other comprehensive income (loss) ) — — ) Defined benefit plan adjustment, net of tax of ($20.6) — — Amounts reclassified from Accumulated other comprehensive income (loss), net of tax of ($9.6) — — Balance at December 31, 2013 ) ) ) Translation adjustments ) — — ) Unrealized loss on cash flow hedges, net of tax of $0.2 — ) — ) Defined benefit plan adjustment, net of tax of $39.9 — — ) ) Amounts reclassified from Accumulated other comprehensive income (loss), net of tax of ($6.2) — — Balance at December 31, 2014 ) ) ) ) Translation adjustments ) — — ) Unrealized loss on cash flow hedges, net of tax of $0.1 — ) — ) Defined benefit plan adjustment, net of tax of $5.5 — — ) ) Amounts reclassified from Accumulated other comprehensive income (loss), net of tax of ($10.1) — — Balance at December 31, 2015 $ ) $ ) $ ) $ ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share | |
Schedule of the reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding | A reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding as of December 31 is as follows ( dollars and shares in millions ): 2015 2014 2013 Net income attributable to Amphenol Corporation shareholders $ $ $ Basic weighted average common shares outstanding Effect of dilutive stock options Diluted weighted average common shares outstanding Earnings per share attributable to Amphenol Corporation shareholders: Basic $ $ $ Diluted $ $ $ |
Benefit Plans and Other Postr32
Benefit Plans and Other Postretirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Pension Benefits | |
Defined Benefit Plan Disclosure | |
Change in projected benefit obligation, fair value of plan assets and funded status of defined benefit pension plans | December 31, 2015 2014 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ $ Service cost Interest cost Acquisitions Plan amendments — Actuarial (gain) loss ) Foreign exchange translation ) ) Benefits paid ) ) Projected benefit obligation at end of year Change in plan assets: Fair value of plan assets at beginning of year Actual return on plan assets ) Employer contributions Foreign exchange translation ) ) Benefits paid ) ) Fair value of plan assets at end of year Funded status $ ) $ ) |
Schedule of components of net pension expense | Year Ended December 31, 2015 2014 2013 Components of net pension expense: Service cost $ $ $ Interest cost Expected return on plan assets ) ) ) Net amortization of actuarial losses Net pension expense $ $ $ |
Schedule of defined benefit plan weighted average assumptions used to determine benefit obligations and net periodic benefit cost | Weighted-average assumptions used to determine benefit obligations at December 31, Pension Benefits Other Benefits 2015 2014 2015 2014 Discount rate: U.S. plans % % % % International plans % % n/a n/a Rate of compensation increase: U.S. plans % % n/a n/a International plans % % n/a n/a Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31, Pension Benefits Other Benefits 2015 2014 2013 2015 2014 2013 Discount rate: U.S. plans % % % % % % International plans % % % n/a n/a n/a Expected long-term return on assets: U.S. plans % % % n/a n/a n/a International plans % % % n/a n/a n/a Rate of compensation increase: U.S. plans % % % n/a n/a n/a International plans % % % n/a n/a n/a |
Fair values of Company's pension plan assets by asset category | Fair Value Measurements at December 31, 2015 Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Equity securities: U.S. equities — large cap $ $ $ $ — U.S. equities — small/mid cap and other — — International equities — growth — — International equities — other — — Alternative investment funds — — Fixed income securities: U.S. fixed income securities — intermediate term — — U.S. fixed income securities — high yield — — International fixed income securities — other — — — Cash and cash equivalents — — Total $ $ $ $ — Fair Value Measurements at December 31, 2014 Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Equity securities: U.S. equities — large cap $ $ $ $ — U.S. equities — small/mid cap and other — — International equities — growth — — International equities — other — — — Alternative investment funds — — Fixed income securities: U.S. fixed income securities — intermediate term — — U.S. fixed income securities — high yield — — International fixed income securities — other — — — Cash and cash equivalents — — Total $ $ $ $ — |
Benefit payments related to the pension plans, including amounts to be paid out of Company assets and reflecting future expected service | 2016 $ 2017 2018 2019 2020 2021-2025 |
Other Postretirement Benefits | |
Defined Benefit Plan Disclosure | |
Change in benefit obligation of postretirement plans | December 31, 2015 2014 Change in benefit obligation: Benefit obligation at beginning of year $ $ Service cost Interest cost Paid benefits and expenses ) ) Actuarial loss Benefit obligation at end of year $ $ |
Schedule of components of net pension expense | Year ended December 31, 2015 2014 2013 Components of net post-retirement benefit cost: Service cost $ $ $ Interest cost Net amortization of actuarial losses Net post-retirement benefit cost $ $ $ |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases | |
Schedule of minimum lease payments under non-cancelable operating leases | 2016 $ 2017 2018 2019 2020 Beyond 2020 Total minimum obligation $ |
Goodwill and Other Intangible34
Goodwill and Other Intangible Asset (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Other Intangible Assets | |
Schedule of changes in the carrying amount of goodwill by segment | Interconnect Products and Cable Products and Assemblies Solutions Total Goodwill at December 31, 2013 $ $ $ Acquisition-related Foreign currency translation ) — ) Goodwill at December 31, 2014 Acquisition-related — Foreign currency translation ) — ) Goodwill at December 31, 2015 $ $ $ |
Summary of the Company's amortizable intangible assets | December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ $ $ $ $ $ Proprietary technology License agreements — — Backlog and other Total $ $ $ $ $ $ |
Reportable Business Segments 35
Reportable Business Segments and International Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Reportable Business Segments and International Operations | |
Schedule of segment reporting information by segment | Interconnect Products and Assemblies Cable Products and Solutions Total 2015 2014 2013 2015 2014 2013 2015 2014 2013 Net sales External $ $ $ $ $ $ $ $ $ Intersegment Depreciation and amortization Segment operating income Segment assets (excluding goodwill) Purchases of land and depreciable assets |
Schedule of the reconciliation of segment operating income to consolidated income before income taxes | 2015 2014 2013 Segment operating income $ $ $ Interest expense ) ) ) Interest income Stock-based compensation expense ) ) ) Acquisition-related expenses ) ) ) Other costs, net ) ) ) Consolidated income before income taxes $ $ $ |
Schedule of the reconciliation of segment assets to consolidated total assets | 2015 2014 Segment assets excluding goodwill $ $ Goodwill Other assets Consolidated total assets $ $ |
Schedule of revenues and long-lived assets by geographical area | Net sales Land and depreciable assets, net 2015 2014 2013 2015 2014 2013 United States $ $ $ $ $ $ China Other international locations Total $ $ $ $ $ $ |
Other Income, net (Tables)
Other Income, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Income, net | |
Schedule of components of Other income, net | Year Ended December 31, 2015 2014 2013 Agency and commitment fees $ ) $ ) $ ) Interest income $ $ $ |
Selected Quarterly Financial 37
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Data (Unaudited) | |
Schedule of selected Quarterly Financial Data (Unaudited) | Three Months Ended March 31 June 30 September 30 December 31 2015 Net sales $ $ $ $ Gross profit Operating income (1) Net income attributable to Amphenol Corporation (1) Net income per common share—Basic (1) Net income per common share—Diluted (1) 2014 Net sales $ $ $ $ Gross profit Operating income (2) (3) (4) Net income attributable to Amphenol Corporation (2) (3) (4) Net income per common share—Basic (2) (3) (4) Net income per common share—Diluted (2) (3) (4) (1) Operating income, net income and net income per common share includes acquisition-related expenses of $5.7 ($5.7 after-tax), or $0.02 per share, relating to acquisitions announced and closed in 2015. Excluding this effect, net income per common share-diluted was $0.58 for the three months ended June 30, 2015. (2) Operating income, net income and net income per common share includes acquisition-related expenses of $2.0 ($1.3 after-tax), or $0.01 per share, relating to the amortization of the value associated with acquired backlog relating to an acquisition completed by the Company in the fourth quarter of 2013. Excluding this effect, net income per common share-diluted was $0.50 for the three months ended March 31, 2014. (3) Operating income, net income and net income per common share includes acquisition-related expenses of $2.5 ($2.5 after-tax), or $0.01 per share relating to 2014 acquisitions. Excluding this effect, net income per common share-diluted was $0.58 for the three months ended September 30, 2014. (4) Operating income, net income and net income per common share includes acquisition-related expenses of $1.8 ($1.5 after-tax) relating to 2014 acquisitions and $7.8 ($4.9 after-tax) relating to the acquired backlog of an acquisition completed in the third quarter of 2014 which aggregates $0.02 per share. Excluding these effects, net income per common share-diluted was $0.63 for the three months ended December 31, 2014. |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Summary of Significant Accounting Policies | |||
Number of reportable business segments | segment | 2 | ||
Goodwill impairment | $ 0 | ||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Revenue Recognition | |||
Percentage of net sales attributable to broadband communication market (as a percent) | 6.00% | ||
Stock-Based Compensation | |||
Expense incurred for stock-based compensation plans | $ 44,200 | 41,400 | 36,100 |
Expense incurred for stock-based compensation plans, net of tax | $ 32,900 | $ 30,300 | $ 26,400 |
Weighted-average assumptions: | |||
Risk free interest rate (as a percent) | 1.40% | 1.60% | 0.90% |
Expected life | 4 years 7 months 6 days | 4 years 7 months 6 days | 4 years 7 months 6 days |
Expected volatility (as a percent) | 17.00% | 21.00% | 28.00% |
Expected dividend yield (as a percent) | 1.00% | 1.00% | 1.00% |
Income tax | |||
Undistributed earnings of foreign affiliated companies | $ 3,699,000 | ||
Research and Development | |||
Research and development expenses for the creation of new and improved products and processes | $ 124,700 | $ 114,800 | $ 103,400 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Depreciable Assets | 12 Months Ended |
Dec. 31, 2015 | |
Machinery and Equipment | Minimum | |
Depreciable Assets | |
Estimated useful life | 3 years |
Machinery and Equipment | Maximum | |
Depreciable Assets | |
Estimated useful life | 12 years |
Building | Minimum | |
Depreciable Assets | |
Estimated useful life | 20 years |
Building | Maximum | |
Depreciable Assets | |
Estimated useful life | 40 years |
Summary of Significant accoun40
Summary of Significant accounting policies -Reclassifications - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Reclassifications | ||
Other current assets | $ 133.2 | $ 133.3 |
Intangibles and other long-term assets | 306 | 326.3 |
Total assets | 7,458.4 | 6,985.9 |
Long-term debt, less current portion | 2,813.2 | 2,654.6 |
Accrued pension benefit obligations and other long-term liabilities | $ 358.4 | 347.8 |
Impact of ASU 2015-03 | Adjustments for New Accounting Principle, Early Adoption | ||
Reclassifications | ||
Intangibles and other long-term assets | (17.7) | |
Total assets | (17.7) | |
Long-term debt, less current portion | (17.7) | |
Impact of ASU 2015-17 | Adjustments for New Accounting Principle, Early Adoption | ||
Reclassifications | ||
Other current assets | (51.9) | |
Intangibles and other long-term assets | 28.5 | |
Total assets | (23.4) | |
Accrued pension benefit obligations and other long-term liabilities | (23.4) | |
As Previously Reported | ||
Reclassifications | ||
Other current assets | 185.2 | |
Intangibles and other long-term assets | 315.5 | |
Total assets | 7,027 | |
Long-term debt, less current portion | 2,672.3 | |
Accrued pension benefit obligations and other long-term liabilities | $ 371.2 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | May. 31, 2015 | |
Debt | ||||
Less deferred debt issuance costs | $ (13.3) | $ (17.7) | ||
Total debt, Carrying Amount | 2,813.5 | 2,656.2 | ||
Less current portion | 0.3 | 1.6 | ||
Total long-term debt | 2,813.2 | 2,654.6 | ||
Total debt, Approximate Fair Value | 2,828.5 | 2,704 | ||
Less short-term debt, Approximate Fair Value | (0.3) | (1.6) | ||
Long-term debt, Approximate Fair Value | 2,828.2 | 2,702.4 | ||
Issuance costs | 11.1 | |||
Maturity of the Company's long-term debt over each of the next five years | ||||
2,016 | 0.3 | |||
2,017 | 375 | |||
2,018 | 826.9 | |||
2,019 | 749.4 | |||
2,020 | 0.1 | |||
Thereafter | 875.1 | |||
Total debt (exclusive of unamortized deferred debt issuance costs) | $ 2,826.8 | |||
Revolving Credit Facility | ||||
Debt | ||||
Base of interest spread | LIBOR | |||
Maximum borrowing capacity | $ 1,500 | |||
Credit Agreement due 2015 | ||||
Debt | ||||
Maximum borrowing capacity | $ 200 | |||
Commercial Paper | ||||
Debt | ||||
Total debt, Carrying Amount | 823.9 | 671 | ||
Total debt, Approximate Fair Value | 823.9 | 671 | ||
Unamortized discount | 0.2 | 0.4 | ||
Maximum amount outstanding at any time | $ 1,500 | |||
Average Interest Rate (as a percent) | 0.88% | |||
Maximum maturity term | 397 days | |||
Maximum borrowing capacity | $ 1,500 | |||
Senior Notes | ||||
Debt | ||||
Redemption price as a percentage of principal amount | 100.00% | |||
4.75% Senior Notes due November 2014 | ||||
Debt | ||||
Repayments of Debt | $ 600 | |||
4.00% Senior Notes due February 2022 | ||||
Debt | ||||
Total debt, Carrying Amount | $ 499.2 | 499.1 | ||
Total debt, Approximate Fair Value | $ 508.6 | 524.5 | ||
Stated interest rate (as a percent) | 4.00% | |||
Unamortized discount | $ 0.8 | 0.9 | ||
2.55% Senior Notes due January 2019 | ||||
Debt | ||||
Total debt, Carrying Amount | 749.2 | 749.1 | ||
Total debt, Approximate Fair Value | $ 750.1 | 754.9 | ||
Stated interest rate (as a percent) | 2.55% | |||
Unamortized discount | $ 0.7 | 0.9 | ||
Debt instrument, principal amount | $ 750 | |||
Debt instrument, face amount, net of discount (as a percent) | 99.846% | |||
1.55% Senior Notes due September 2017 | ||||
Debt | ||||
Total debt, Carrying Amount | $ 374.8 | 374.7 | ||
Total debt, Approximate Fair Value | $ 373.2 | 373 | ||
Stated interest rate (as a percent) | 1.55% | |||
Unamortized discount | $ 0.2 | 0.3 | ||
Debt instrument, principal amount | $ 375 | |||
Debt instrument, face amount, net of discount (as a percent) | 99.898% | |||
3.125% Senior Notes due September 2021 | ||||
Debt | ||||
Total debt, Carrying Amount | $ 374.7 | 374.7 | ||
Total debt, Approximate Fair Value | $ 367.7 | 375.3 | ||
Stated interest rate (as a percent) | 3.125% | |||
Unamortized discount | $ 0.3 | 0.3 | ||
Debt instrument, principal amount | $ 375 | |||
Debt instrument, face amount, net of discount (as a percent) | 99.912% | |||
Notes payable to foreign banks and other debt | ||||
Debt | ||||
Total debt, Carrying Amount | $ 5 | 5.3 | ||
Total debt, Approximate Fair Value | 5 | $ 5.3 | ||
Uncommitted standby letter of credit facility | ||||
Debt | ||||
Credit facility issued as of year end | 12.3 | |||
Maximum borrowing capacity | $ 20 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair value of assets and liabilities measured on recurring basis | ||
Short-term Investments | $ 23.2 | $ 360.7 |
Forward contracts | 3.3 | 11 |
Total | 26.5 | 371.7 |
Accumulated other comprehensive loss associated with foreign exchange rate forward contracts | (0.4) | (1.2) |
Fair value measurements recurring basis | Level 1 | ||
Fair value of assets and liabilities measured on recurring basis | ||
Short-term Investments | 23.2 | 360.7 |
Total | 23.2 | 360.7 |
Fair value measurements recurring basis | Level 2 | ||
Fair value of assets and liabilities measured on recurring basis | ||
Forward contracts | 3.3 | 11 |
Total | $ 3.3 | $ 11 |
Income Taxes (Details )
Income Taxes (Details ) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income before income taxes: | |||
United States | $ 134.4 | $ 161.4 | $ 152.8 |
Foreign | 918.4 | 811.1 | 693.8 |
Income before income taxes | 1,052.8 | 972.5 | 846.6 |
Current tax provision: | |||
United States | 39.5 | 63.7 | 47.5 |
Foreign | 228.1 | 183.1 | 162.3 |
Provision for income taxes, current | 267.6 | 246.8 | 209.8 |
Deferred tax provision (benefit): | |||
United States | 13.3 | (0.7) | (0.1) |
Foreign | (0.4) | 11.2 | (1.8) |
Provision for income taxes, deferred | 12.9 | 10.5 | (1.9) |
Provision for income taxes | 280.5 | 257.3 | $ 207.9 |
Valuation allowance, related to the foreign net operating loss carryforwards and U.S. state tax credits | 18.5 | 15.5 | |
Change in the valuation allowance, related to foreign net operating loss and foreign and U.S. state credit carryforwards | 3 | $ (3.9) | |
Foreign | |||
Deferred tax provision (benefit): | |||
Loss and credit carryforwards | 70.3 | ||
Tax loss and credit carryforwards that will expire or be refunded at various dates through 2035 | 37.7 | ||
U.S. Federal | |||
Deferred tax provision (benefit): | |||
Loss and credit carryforwards | 12.1 | ||
Tax loss and credit carryforwards that will expire or be refunded at various dates through 2035 | 12.1 | ||
U.S. State | |||
Deferred tax provision (benefit): | |||
Loss and credit carryforwards | 6.7 | ||
Tax loss and credit carryforwards that will expire or be refunded at various dates through 2035 | $ 3.2 |
Income Taxes - U.S. statutory f
Income Taxes - U.S. statutory federal tax rate - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Differences between the U.S. statutory federal tax rate and the Company's effective income tax rate | ||||
U.S. statutory federal tax rate (as a percent) | 35.00% | 35.00% | 35.00% | |
State and local taxes (as a percent) | 0.10% | 0.40% | 0.60% | |
Foreign earnings and dividends taxed at different rates (as a percent) | (8.80%) | (8.30%) | (9.40%) | |
Valuation allowance (as a percent) | 0.30% | (0.40%) | 0.20% | |
Tax impact of the delay in American Taxpayer Relief Act (as a percent) | (1.30%) | |||
Other (as a percent) | (0.20%) | (0.50%) | ||
Effective tax rate (as a percent) | 26.60% | 26.50% | 24.60% | |
Tax cost primarily related to delay of research and development credits and certain domestic taxes on foreign income that are part of tax provisions within American Taxpayer Relief Act | $ 11.3 | |||
Net income per diluted common share resulting from the delay in the reinstatement of certain federal income tax provisions for the year 2012 | $ 0.03 | |||
Reductions in tax expense for tax reserve adjustments relating to the completion of the audit | $ 3.6 | |||
Reduction in tax expense per diluted common share for tax reserve adjustments relating to the completion of the audit | $ 0.01 | |||
Effective tax rate excluding impact of acquisition-related expenses (as a percent) | 26.50% | 26.50% | 26.30% | |
Deferred tax assets relating to: | ||||
Accrued liabilities and reserves | $ 21.4 | $ 27.3 | ||
Operating loss and tax credit carry forwards | 29.4 | 26.2 | ||
Pensions, net | 63.6 | 61.1 | ||
Inventories | 29 | 22.6 | ||
Employee benefits | 41.8 | 35.6 | ||
Total deferred tax assets | 185.2 | 172.8 | ||
Valuation allowance | (18.5) | (15.5) | ||
Total deferred tax assets, net of valuation allowances | 166.7 | 157.3 | ||
Deferred tax liabilities relating to: | ||||
Goodwill | 163.5 | 129.4 | ||
Depreciation and amortization | 37.4 | 36.1 | ||
Contingent consideration | 6.6 | 6.6 | ||
Deferred Tax Liabilities | 207.5 | 172.1 | ||
Deferred Tax Liabilities | (40.8) | (14.8) | ||
Reconciliation of the gross amounts of unrecognized tax benefits excluding interest and penalties | ||||
Unrecognized tax benefits as of January 1 | $ 26.4 | 27.7 | 24.8 | $ 26.4 |
Gross increases and gross decreases for tax positions in prior periods | 0.3 | 2.2 | 1.4 | |
Gross increases - current period tax position | 2.1 | 2.6 | 2.4 | |
Settlements | (0.5) | |||
Lapse of statute of limitations | (0.3) | (1.4) | (5.4) | |
Unrecognized tax benefits at the end of the period | 29.8 | 27.7 | 24.8 | |
Estimated interest and penalties included in provision for income taxes | 1.5 | 0.9 | 0.2 | |
Tax-related interest and penalties liability for unrecognized tax benefits | 6 | 4.5 | $ 3 | |
Liability for unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate | 20.6 | $ 19.2 | ||
Unrecognized tax benefits at the end of the period | $ 3.1 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | May. 31, 2014 | |
Stock option activity | |||||
Options outstanding at the beginning of the period (in shares) | 27,787,920 | 26,844,452 | 26,893,438 | ||
Options granted (in shares) | 6,490,200 | 6,220,000 | 5,576,000 | ||
Options exercised (in shares) | (2,718,745) | (4,790,252) | (5,272,426) | ||
Options forfeited (in shares) | (422,900) | (486,280) | (352,560) | ||
Options outstanding at the end of the period (in shares) | 31,136,475 | 27,787,920 | 26,844,452 | 26,893,438 | |
Vested and non-vested options expected to vest at the end of the period (in shares) | 28,749,963 | ||||
Exercisable at the end of the period (in shares) | 13,813,435 | ||||
Weighted Average Exercise Price | |||||
Weighted average exercise price, options outstanding at the beginning of the period (in dollars per share) | $ 31.60 | $ 25.90 | $ 21.70 | ||
Weighted average exercise price, options granted (in dollars per share) | 57.85 | 47.70 | 39 | ||
Weighted average exercise price, options exercised (in dollars per share) | 23.71 | 20.27 | 18.23 | ||
Weighted average exercise price, options forfeited (in dollars per share) | 41.73 | 34.55 | 26.83 | ||
Weighted average exercise price, options outstanding at the end of the period (in dollars per share) | 37.62 | $ 31.60 | $ 25.90 | $ 21.70 | |
Weighted average exercise price, vested and non-vested options expected to vest (in dollars per share) | 37.04 | ||||
Weighted average exercise price, exercisable (in dollars per share) | $ 26.84 | ||||
Stock Options | |||||
Weighted Average Remaining Contractual Term | |||||
Weighted average remaining contractual term of options outstanding | 6 years 11 months 1 day | 7 years 1 month 2 days | 7 years 29 days | 7 years 29 days | |
Weighted average remaining contractual term of options vested options and non-vested expected to vest | 6 years 9 months 26 days | ||||
Weighted average remaining contractual term of options exercisable | 5 years 3 months 29 days | ||||
Aggregate Intrinsic Value | |||||
Aggregate intrinsic value of options outstanding | $ 491 | ||||
Aggregate intrinsic value of options, vested and non-vested options expected to vest | 468.4 | ||||
Aggregate intrinsic value of options exercisable | $ 350.7 | ||||
Status of the Company's non-vested options and changes during the year | |||||
Non-vested options at the beginning of the period (in shares) | 16,440,560 | ||||
Non-vested options, options granted (in shares) | 6,490,200 | ||||
Non-vested options, options vested (in shares) | (5,184,820) | ||||
Non-vested options, options forfeited (in shares) | (422,900) | ||||
Non-vested options at the end of the period (in shares) | 17,323,040 | 16,440,560 | |||
Weighted Average Fair Value at Grant Date | |||||
Weighted average fair value at the grant date, options outstanding at the beginning of the period (in dollars per share) | $ 7.98 | ||||
Weighted average fair value at grant date, options granted (in dollars per share) | 8.47 | $ 8.64 | $ 8.71 | ||
Weighted average fair value at grant date, options vested (in dollars per share) | 7.70 | ||||
Weighted average fair value at grant date, options forfeited (in dollars per share) | 8.18 | ||||
Weighted average fair value at the grant date, options outstanding at the end of the period (in dollars per share) | $ 8.24 | $ 7.98 | |||
Total intrinsic value of stock options exercised | $ 88.1 | $ 136.8 | $ 105.8 | ||
Total fair value of stock options vested | 39.9 | 37.2 | 33.9 | ||
Total compensation cost related to non-vested options not yet recognized | $ 104.9 | ||||
Weighted average expected amortization period | 3 years 4 months 10 days | ||||
Restricted Stock | |||||
Weighted Average Fair Value at Grant Date | |||||
Total fair value of restricted share awards vested | $ 0.9 | $ 1 | $ 0.9 | ||
Total compensation cost related to non-vested options not yet recognized | $ 0.4 | ||||
2000 Employee Option Plan | |||||
Stock-Based Compensation: | |||||
Number of additional stock options that can be granted (in shares) | 0 | ||||
2009 Employee Option Plan | |||||
Stock-Based Compensation: | |||||
Common Stock reserved for issuance | 58,000,000 | ||||
Shares available for the granting of additional stock options | 18,911,280 | ||||
Options ratable vesting period | 5 years | ||||
2000 Employee Option Plan and 2009 Employee Option Plan | |||||
Stock-Based Compensation: | |||||
Options exercisable period | 10 years | ||||
2004 Directors Option Plan | |||||
Stock-Based Compensation: | |||||
Shares available for the granting of additional stock options | 140,000 | ||||
Options exercisable period | 10 years | ||||
Number of additional stock options expected to be granted (in shares) | 0 | ||||
2012 Directors Restricted Stock Plan | Restricted Stock | |||||
Stock-Based Compensation: | |||||
Shares available for the granting of additional stock options | 153,974 | ||||
Stock option activity | |||||
Shares vested and issued (in shares) | (19,032) | (26,880) | (32,858) | ||
Weighted Average Fair Value at Grant Date | |||||
Fair value of restricted shares vested and issued (in dollar per share) | $ 47.98 | $ 38.76 | $ 26.63 | ||
Restricted share activity | |||||
Restricted shares outstanding at the beginning of the period (in shares) | 18,340 | 26,880 | 32,858 | ||
Restricted shares granted | 17,948 | 18,340 | 26,880 | ||
Shares vested and issued (in shares) | (19,032) | (26,880) | (32,858) | ||
Restricted shares outstanding at the end of the period (in shares) | 17,256 | 18,340 | 26,880 | 32,858 | |
Fair Value at Grant Date | |||||
Fair value at the grant date, restricted shares outstanding at the beginning of the period (in dollars per share) | $ 47.72 | $ 38.76 | $ 26.63 | ||
Fair value of restricted shares granted (in dollars per share) | 57.85 | 47.72 | 38.76 | ||
Fair value of restricted shares vested and issued (in dollar per share) | 47.98 | 38.76 | 26.63 | ||
Fair value at the grant date, restricted shares outstanding at the end of the period (in dollars per share) | $ 57.97 | $ 47.72 | $ 38.76 | $ 26.63 | |
Weighted Average Remaining Amortization Term (in years) | 4 months 21 days | 4 months 21 days | 4 months 21 days |
Equity - Authorized Shares for
Equity - Authorized Shares for Issuance - USD ($) $ / shares in Units, $ in Millions | Jan. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2016 | Jul. 31, 2015 | Jun. 30, 2015 | May. 20, 2015 | May. 19, 2015 | Jul. 31, 2014 | Jun. 30, 2014 |
Stock-Based Compensation: | ||||||||||||
Common stock shares authorized | 1,000,000,000 | 500,000,000 | 1,000,000,000 | 500,000,000 | ||||||||
Quarterly dividend approved by Board prior to payment, per share (in dollars per share) | $ 0.14 | $ 0.125 | $ 0.125 | $ 0.10 | ||||||||
Dividends declared | $ 163.7 | $ 140.6 | $ 96.8 | |||||||||
Dividends paid | $ 159.3 | $ 101.9 | $ 96.8 | |||||||||
2013 Stock Repurchase Program | ||||||||||||
Stock-Based Compensation: | ||||||||||||
Number of shares authorized to be repurchased under the current open-market stock repurchase program | 20,000,000 | 20,000,000 | ||||||||||
Repurchase of stock program, period | 2 years | |||||||||||
Number of shares repurchased under the current open-market stock repurchase program | 11,428,610 | |||||||||||
Payments for shares repurchased under the current open-market stock repurchase program (in dollars) | $ 539.4 | |||||||||||
2015 Stock Repurchase Program | ||||||||||||
Stock-Based Compensation: | ||||||||||||
Number of shares authorized to be repurchased under the current open-market stock repurchase program | 10,000,000 | 10,000,000 | ||||||||||
Repurchase of stock program, period | 2 years | |||||||||||
Number of shares repurchased under the current open-market stock repurchase program | 4,500,000 | |||||||||||
Payments for shares repurchased under the current open-market stock repurchase program (in dollars) | $ 248.9 | |||||||||||
Number of shares remaining that maybe repurchased under the stock repurchase program | 5,500,000 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Increase (Decrease) In Accumulated Other Comprehensive Income (Loss) | |||
Balance at beginning of period | $ (205.8) | ||
Translation adjustments | (152.7) | $ (80.9) | $ 9.8 |
Unrealized loss on cash flow hedges | (0.4) | (1.2) | (0.3) |
Defined benefit plan adjustment | 8.2 | (69.2) | 52.7 |
Balance at end of period | (349.5) | (205.8) | |
Accumulated Other Comprehensive Income (Loss) | |||
Increase (Decrease) In Accumulated Other Comprehensive Income (Loss) | |||
Balance at beginning of period | (205.8) | (55) | (117) |
Translation adjustments | (151.5) | (80.4) | 14.9 |
Unrealized loss on cash flow hedges | (0.4) | (1.2) | (0.3) |
Unrealized loss on cash flow hedges, tax | 0.1 | 0.2 | 0.1 |
Amounts reclassified from Accumulated other comprehensive income (loss) | (5.2) | ||
Defined benefit plan adjustment | (10) | (82) | 35.9 |
Defined benefit plan adjustment, tax | 5.5 | 39.9 | (20.6) |
Amounts reclassified from Accumulated other comprehensive income (loss), net of tax | 18.2 | 12.8 | 16.7 |
Amounts reclassified from Accumulated Other Comprehensive Income (Loss), tax | (10.1) | (6.2) | (9.6) |
Balance at end of period | (349.5) | (205.8) | (55) |
Foreign Currency Translation Adjustments | |||
Increase (Decrease) In Accumulated Other Comprehensive Income (Loss) | |||
Balance at beginning of period | (13.4) | 67 | 57.3 |
Translation adjustments | (151.5) | (80.4) | 14.9 |
Amounts reclassified from Accumulated other comprehensive income (loss) | (5.2) | ||
Balance at end of period | (164.9) | (13.4) | 67 |
Unrealized Gain (Loss) on Cash Flow Hedges | |||
Increase (Decrease) In Accumulated Other Comprehensive Income (Loss) | |||
Balance at beginning of period | (1.3) | (0.1) | 0.2 |
Unrealized loss on cash flow hedges | (0.4) | (1.2) | (0.3) |
Balance at end of period | (1.7) | (1.3) | (0.1) |
Defined Benefit Plan Liability Adjustment | |||
Increase (Decrease) In Accumulated Other Comprehensive Income (Loss) | |||
Balance at beginning of period | (191.1) | (121.9) | (174.5) |
Defined benefit plan adjustment | (10) | (82) | 35.9 |
Amounts reclassified from Accumulated other comprehensive income (loss), net of tax | 18.2 | 12.8 | 16.7 |
Balance at end of period | $ (182.9) | $ (191.1) | $ (121.9) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share | |||||||||||
Net income attributable to Amphenol Corporation shareholders (in dollars) | $ 200.1 | $ 204.5 | $ 179 | $ 179.8 | $ 193.5 | $ 182.2 | $ 174.9 | $ 158.5 | $ 763.5 | $ 709.1 | $ 635.7 |
Basic weighted average common shares outstanding | 309.1 | 313.1 | 318.2 | ||||||||
Effect of dilutive stock options (in shares) | 7.4 | 7.3 | 6.3 | ||||||||
Diluted weighted average common shares outstanding | 316.5 | 320.4 | 324.5 | ||||||||
Earnings per share attributable to Amphenol Corporation shareholders: | |||||||||||
Basic (in dollars per share) | $ 0.65 | $ 0.66 | $ 0.58 | $ 0.58 | $ 0.62 | $ 0.58 | $ 0.56 | $ 0.50 | $ 2.47 | $ 2.26 | $ 2 |
Diluted (in dollars per share) | $ 0.63 | $ 0.65 | $ 0.56 | $ 0.57 | $ 0.61 | $ 0.57 | $ 0.54 | $ 0.49 | $ 2.41 | $ 2.21 | $ 1.96 |
Anti-dilutive stock options, excluded from the computations of earning per share | 6.3 | 5.5 | 3.8 |
Benefit Plans and Other Postr49
Benefit Plans and Other Postretirement Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Change in plan assets: | |||
Employer contributions | $ 24.1 | $ 23.8 | |
Pension Benefits | |||
Change in projected benefit obligation: | |||
Benefit obligation at beginning of year | 676.5 | 560.1 | |
Service cost | 12.5 | 10.8 | |
Interest cost | 22.8 | 24.1 | $ 20.9 |
Acquisitions | 1.2 | 7 | |
Plan amendments | 0.4 | ||
Actuarial (gain) loss | (19) | 123.1 | |
Foreign exchange translation | (18.2) | (18.7) | |
Benefits paid | (31.2) | (29.9) | |
Benefit obligation at end of year | 645 | 676.5 | 560.1 |
Change in plan assets: | |||
Fair value of plan assets at the beginning of the year | 409.4 | 392.5 | |
Actual return on plan assets | (3.7) | 27.7 | |
Employer contributions | 24.1 | 23.8 | 23.3 |
Foreign exchange translation | (6.4) | (4.7) | |
Benefits paid | (31.2) | (29.9) | |
Fair value of plan assets at end of year | 392.2 | 409.4 | 392.5 |
Funded status | (252.8) | (267.1) | |
Accumulated benefit obligation | 624.5 | 653.7 | |
Summary of the defined benefit pension plans and other post-retirement benefits | |||
Service cost | 9.3 | 8.2 | 8.5 |
Interest cost | 22.8 | 24.1 | 20.9 |
Expected return on plan assets | (29.1) | (28.5) | (24.8) |
Net amortization of actuarial losses | 28 | 18.6 | 25.5 |
Net pension expense | 31 | 22.4 | 30.1 |
International Plans | |||
Change in projected benefit obligation: | |||
Benefit obligation at beginning of year | 86 | ||
Benefit obligation at end of year | 76.2 | 86 | |
Contribution required to be made during 2016, included in other accrued expenses | 7.2 | ||
Other Postretirement Benefits | |||
Change in projected benefit obligation: | |||
Benefit obligation at beginning of year | 12.2 | 11.9 | |
Service cost | 0.1 | 0.1 | |
Interest cost | 0.4 | 0.5 | 0.5 |
Actuarial (gain) loss | 1.7 | 0.6 | |
Benefits paid | (1.2) | (0.9) | |
Benefit obligation at end of year | 13.2 | 12.2 | 11.9 |
Change in plan assets: | |||
Benefits paid | (1.2) | (0.9) | |
Summary of the defined benefit pension plans and other post-retirement benefits | |||
Service cost | 0.1 | 0.1 | 0.2 |
Interest cost | 0.4 | 0.5 | 0.5 |
Net amortization of actuarial losses | 0.3 | 0.4 | 0.8 |
Net pension expense | $ 0.8 | $ 1 | $ 1.5 |
Benefit Plans and Other Postr50
Benefit Plans and Other Postretirement Benefits - Weighted-average assumptions - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |||
Defined Contribution Plan, Cost Recognized | $ 4.2 | $ 3.8 | $ 3 |
U.S. plans, Pension Benefits | |||
Weighted-average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 4.11% | 3.75% | |
Rate of compensation increase (as a percent) | 3.00% | 3.00% | |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 3.75% | 4.60% | 3.75% |
Expected long-term return on assets (as a percent) | 8.00% | 8.00% | 8.00% |
Rate of compensation increase (as a percent) | 3.00% | 3.00% | 3.00% |
Increase (decrease) in benefit obligation due to change in discount rate | $ (19) | ||
Number of years of compounded return | 20 years | ||
Historical compounded return on plan assets (as a percent) | 9.00% | ||
International plans, Pension Benefits | |||
Weighted-average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 3.14% | 2.91% | |
Rate of compensation increase (as a percent) | 1.48% | 1.45% | |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 2.91% | 4.09% | 3.97% |
Expected long-term return on assets (as a percent) | 5.47% | 5.99% | 5.50% |
Rate of compensation increase (as a percent) | 1.45% | 1.48% | 2.57% |
U.S. plans, Other Benefits | |||
Weighted-average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 3.71% | 3.50% | |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 3.50% | 4.15% | 3.45% |
Benefit Plans and Other Postr51
Benefit Plans and Other Postretirement Benefits - Expected long-term rate of return - U.S. plans, Pension Benefits | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure | |||
Expected long-term return on assets (as a percent) | 8.00% | 8.00% | 8.00% |
Equity securities | |||
Defined Benefit Plan Disclosure | |||
Plan asset allocation assumption (as a percent) | 60% | ||
Expected long-term return on assets, assumptions (as a percent) | 9.00% | ||
Fixed income securities | |||
Defined Benefit Plan Disclosure | |||
Plan asset allocation assumption (as a percent) | 40% | ||
Expected long-term return on assets, assumptions (as a percent) | 6.00% |
Benefit Plans and Other Postr52
Benefit Plans and Other Postretirement Benefits - Fair Value - Pension Benefits - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | $ 392.2 | $ 409.4 | $ 392.5 |
Equity securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 229.2 | 227.2 | |
U.S. equities - large cap | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 108.2 | 106.6 | |
U.S. equities - small/mid cap and other | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 22.7 | 23 | |
International equities - growth | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 46 | 46.9 | |
International equities - other | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 52.3 | 50.7 | |
Fixed income securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 114.8 | 119.9 | |
U.S. fixed income securities - intermediate term | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 58.7 | 59.1 | |
U.S. fixed income securities - high yield | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 18.9 | 20.2 | |
International fixed income securities - other | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 37.2 | 40.6 | |
Alternative investment funds | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 31.5 | 40.1 | |
Cash and cash equivalents | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 16.7 | 22.2 | |
Level 1 | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 210.6 | 209.1 | |
Level 1 | Equity securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 135.2 | 127.8 | |
Level 1 | U.S. equities - large cap | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 82.3 | 80.9 | |
Level 1 | International equities - growth | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 46 | 46.9 | |
Level 1 | International equities - other | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 6.9 | ||
Level 1 | Fixed income securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 58.7 | 59.1 | |
Level 1 | U.S. fixed income securities - intermediate term | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 58.7 | 59.1 | |
Level 1 | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 16.7 | 22.2 | |
Level 2 | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 181.6 | 200.3 | |
Level 2 | Equity securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 94 | 99.4 | |
Level 2 | U.S. equities - large cap | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 25.9 | 25.7 | |
Level 2 | U.S. equities - small/mid cap and other | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 22.7 | 23 | |
Level 2 | International equities - other | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 45.4 | 50.7 | |
Level 2 | Fixed income securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 56.1 | 60.8 | |
Level 2 | U.S. fixed income securities - high yield | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 18.9 | 20.2 | |
Level 2 | International fixed income securities - other | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | 37.2 | 40.6 | |
Level 2 | Alternative investment funds | |||
Defined Benefit Plan Disclosure | |||
Fair value of pension plan assets | $ 31.5 | $ 40.1 |
Benefit Plans and Other Postr53
Benefit Plans and Other Postretirement Benefits - Unrecognized net loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure | |||
Plan contributions by employer | $ 24.1 | $ 23.8 | |
Expected benefits payments | |||
Contributions to U.S. defined contribution plans by the Company, maximum percentage of eligible compensation | 5.00% | ||
Matching contributions to U.S. defined contribution plans by the Company | $ 4.2 | 3.8 | $ 3 |
Pension Benefits | |||
Defined Benefit Plan Disclosure | |||
Unrecognized net loss in Accumulated other comprehensive income | 256.4 | 274.7 | |
Net prior service cost in Accumulated other comprehensive income | 9 | 10.9 | |
Net transition asset (obligation) in Accumulated other comprehensive income | 0.1 | 0.2 | |
Net loss that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year | 22.6 | ||
Prior service cost that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year | 2.3 | ||
Net transition asset (obligation) that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year | 0.1 | ||
Plan contributions by employer | 24.1 | $ 23.8 | $ 23.3 |
Estimated future employer contribution in next fiscal year | 22 | ||
Expected benefits payments | |||
2,016 | 27.8 | ||
2,017 | 28.9 | ||
2,018 | 30.2 | ||
2,019 | 31.4 | ||
2,020 | 32.8 | ||
2021-2025 | $ 182.3 | ||
International plans, Pension Benefits | |||
Expected benefits payments | |||
Discount rate (as a percent) | 3.14% | 2.91% | |
U.S. plans, Pension Benefits | |||
Expected benefits payments | |||
Discount rate (as a percent) | 4.11% | 3.75% | |
U.S. plans, Other Benefits | |||
Defined Benefit Plan Disclosure | |||
Unrecognized net loss in Accumulated other comprehensive income | $ 5.5 | ||
Net loss that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year | $ 0.6 | ||
Expected benefits payments | |||
Discount rate (as a percent) | 3.71% | 3.50% | |
U.S. plans, Other Benefits | Minimum | |||
Expected benefits payments | |||
Benefit payments per year, including amounts to be paid out of Company assets and reflecting future expected services, for the next ten years | $ 1.1 | ||
U.S. plans, Other Benefits | Maximum | |||
Expected benefits payments | |||
Benefit payments per year, including amounts to be paid out of Company assets and reflecting future expected services, for the next ten years | $ 1.4 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Leases | |||
Rent expense under operating leases | $ 41 | $ 38.9 | $ 35 |
Minimum lease payments under non-cancelable operating leases | |||
2,016 | 36.9 | ||
2,017 | 26.4 | ||
2,018 | 19.7 | ||
2,019 | 13.6 | ||
2,020 | 8.9 | ||
Beyond 2,020 | 12.9 | ||
Total minimum obligation | $ 118.4 |
Business Combinations (Details)
Business Combinations (Details) - Interconnect Products and Assemblies segment $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($)item | |
Business Acquisition | |
Goodwill, net of foreign currency translation | $ | $ 76.2 |
Number of acquisitions | item | 3 |
Goodwill and Other Intangible56
Goodwill and Other Intangible Asset (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill. | ||
Goodwill, Beginning Balance | $ 2,616.7 | $ 2,289.1 |
Acquisition-related | 155.9 | 361.4 |
Foreign currency translation | (79.7) | (33.8) |
Goodwill, Ending Balance | 2,692.9 | 2,616.7 |
Interconnect Products and Assemblies | ||
Goodwill. | ||
Goodwill, Beginning Balance | 2,493 | 2,173.7 |
Acquisition-related | 155.9 | 353.1 |
Foreign currency translation | (79.7) | (33.8) |
Goodwill, Ending Balance | 2,569.2 | 2,493 |
Cable Products and Solutions | ||
Goodwill. | ||
Goodwill, Beginning Balance | 123.7 | 115.4 |
Acquisition-related | 8.3 | |
Goodwill, Ending Balance | $ 123.7 | $ 123.7 |
Goodwill and Other Intangible57
Goodwill and Other Intangible Asset - Amortization - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Other Intangible Assets | |||
Indefinite-lived trade name intangible asset | $ 52.3 | $ 52.3 | |
Summary of the Company's amortizable intangible assets | |||
Gross Carrying Amount | 395.1 | 379.3 | |
Accumulated Amortization | 178.7 | 143.8 | |
Net Carrying Amount | $ 216.4 | 235.5 | |
Weighted average useful lives of acquired amortizable intangible assets | 10 years | ||
Amortization expense | $ 34.7 | 36.6 | $ 20.1 |
Amortization expense estimated for each of the next five fiscal years | |||
2,016 | 35.8 | ||
2,017 | 35.4 | ||
2,018 | 31.2 | ||
2,019 | 27 | ||
2,020 | 21.2 | ||
Customer relationships | |||
Summary of the Company's amortizable intangible assets | |||
Gross Carrying Amount | 315.6 | 299.8 | |
Accumulated Amortization | 122.6 | 92.3 | |
Net Carrying Amount | $ 193 | 207.5 | |
Weighted average useful lives of acquired amortizable intangible assets | 10 years | ||
Proprietary technology | |||
Summary of the Company's amortizable intangible assets | |||
Gross Carrying Amount | $ 53.8 | 53.8 | |
Accumulated Amortization | 30.9 | 26.5 | |
Net Carrying Amount | $ 22.9 | 27.3 | |
Weighted average useful lives of acquired amortizable intangible assets | 14 years | ||
License agreements | |||
Summary of the Company's amortizable intangible assets | |||
Gross Carrying Amount | $ 6 | 6 | |
Accumulated Amortization | $ 6 | 6 | |
Weighted average useful lives of acquired amortizable intangible assets | 8 years | ||
Backlog and other | |||
Summary of the Company's amortizable intangible assets | |||
Gross Carrying Amount | $ 19.7 | 19.7 | |
Accumulated Amortization | 19.2 | 19 | |
Net Carrying Amount | $ 0.5 | 0.7 | |
Weighted average useful lives of acquired amortizable intangible assets | 2 years | ||
Backlog | |||
Summary of the Company's amortizable intangible assets | |||
Amortization expense | $ 9.8 |
Reportable Business Segments 58
Reportable Business Segments and International Operations (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Reportable Business Segments and International Operations | |||||||||||
Number of reportable business segments | segment | 2 | ||||||||||
Segment reporting information | |||||||||||
Net sales | $ 1,430.5 | $ 1,459.6 | $ 1,351.5 | $ 1,327.1 | $ 1,426.5 | $ 1,358.7 | $ 1,314.2 | $ 1,246.1 | $ 5,568.7 | $ 5,345.5 | $ 4,614.7 |
Depreciation and amortization | 171.6 | 168.1 | 136.5 | ||||||||
Segment operating income | 289 | $ 294.8 | $ 260.7 | $ 260.2 | 278.9 | $ 267.8 | $ 255.8 | $ 232.1 | 1,104.7 | 1,034.6 | 896.8 |
Segment assets (excluding goodwill) | 4,743.9 | 4,335.1 | 4,743.9 | 4,335.1 | 3,813.3 | ||||||
Additions to property, plant and equipment | 171.6 | 207.9 | 156.7 | ||||||||
Interconnect Products and Assemblies | |||||||||||
Segment reporting information | |||||||||||
Depreciation and amortization | 162.3 | 160 | 123.4 | ||||||||
Segment operating income | 1,158.3 | 1,088 | 931 | ||||||||
Segment assets (excluding goodwill) | 4,580.4 | 4,161.7 | 4,580.4 | 4,161.7 | 3,648 | ||||||
Additions to property, plant and equipment | 167.1 | 203.1 | 154.7 | ||||||||
Cable Products and Solutions | |||||||||||
Segment reporting information | |||||||||||
Depreciation and amortization | 3 | 3.4 | 2.9 | ||||||||
Segment operating income | 40.3 | 43.7 | 46.3 | ||||||||
Segment assets (excluding goodwill) | $ 163.5 | $ 173.4 | 163.5 | 173.4 | 165.3 | ||||||
Additions to property, plant and equipment | 4.5 | 4.8 | 2 | ||||||||
Operating Segment | |||||||||||
Segment reporting information | |||||||||||
Net sales | 5,568.7 | 5,345.5 | 4,614.7 | ||||||||
Depreciation and amortization | 165.3 | 163.4 | 126.3 | ||||||||
Segment operating income | 1,198.6 | 1,131.7 | 977.3 | ||||||||
Operating Segment | Interconnect Products and Assemblies | |||||||||||
Segment reporting information | |||||||||||
Net sales | 5,239.1 | 4,992.6 | 4,269 | ||||||||
Operating Segment | Cable Products and Solutions | |||||||||||
Segment reporting information | |||||||||||
Net sales | 329.6 | 352.9 | 345.7 | ||||||||
Intersegment | |||||||||||
Segment reporting information | |||||||||||
Net sales | 28.8 | 24.6 | 24.9 | ||||||||
Intersegment | Interconnect Products and Assemblies | |||||||||||
Segment reporting information | |||||||||||
Net sales | 7.2 | 6.6 | 5.5 | ||||||||
Intersegment | Cable Products and Solutions | |||||||||||
Segment reporting information | |||||||||||
Net sales | $ 21.6 | $ 18 | $ 19.4 |
Reportable Business Segments 59
Reportable Business Segments and International Operations - Reconciliation of Segment Operating Income - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of segment operating income to consolidated income before income taxes | |||||||||||
Segment operating income | $ 289 | $ 294.8 | $ 260.7 | $ 260.2 | $ 278.9 | $ 267.8 | $ 255.8 | $ 232.1 | $ 1,104.7 | $ 1,034.6 | $ 896.8 |
Interest expense | (68.3) | (80.4) | (63.6) | ||||||||
Interest Income | 18.4 | 20.2 | 15 | ||||||||
Stock-based compensation expense | (44.2) | (41.4) | (36.1) | ||||||||
Acquisition-related expenses | (5.7) | (14.1) | (6) | ||||||||
Income before income taxes | 1,052.8 | 972.5 | 846.6 | ||||||||
Operating Segment | |||||||||||
Reconciliation of segment operating income to consolidated income before income taxes | |||||||||||
Segment operating income | 1,198.6 | 1,131.7 | 977.3 | ||||||||
Segment Reconciliation Items | |||||||||||
Reconciliation of segment operating income to consolidated income before income taxes | |||||||||||
Interest expense | (68.3) | (80.4) | (63.6) | ||||||||
Interest Income | 18.4 | 20.2 | 15 | ||||||||
Stock-based compensation expense | (44.2) | (41.4) | (36.1) | ||||||||
Acquisition-related expenses | (5.7) | (14.1) | (6) | ||||||||
Other costs, net | (46) | (43.5) | (40) | ||||||||
Income before income taxes | $ 1,052.8 | $ 972.5 | $ 846.6 |
Reportable Business Segments 60
Reportable Business Segments and International Operations - Reconciliation of Segment Assets - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Reconciliation of segment assets to consolidated total assets | |||
Segment assets excluding goodwill | $ 4,743.9 | $ 4,335.1 | $ 3,813.3 |
Goodwill | 2,692.9 | 2,616.7 | $ 2,289.1 |
Other assets | 21.6 | 34.1 | |
Total assets | $ 7,458.4 | $ 6,985.9 |
Reportable Business Segments 61
Reportable Business Segments and International Operations - Geographic information - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues and long-lived assets by geographical area | |||||||||||
Net sales | $ 1,430.5 | $ 1,459.6 | $ 1,351.5 | $ 1,327.1 | $ 1,426.5 | $ 1,358.7 | $ 1,314.2 | $ 1,246.1 | $ 5,568.7 | $ 5,345.5 | $ 4,614.7 |
Land and depreciable assets, net | 609.5 | 590.7 | $ 609.5 | 590.7 | 532.4 | ||||||
Net sales | Customer risk | Largest Customer | |||||||||||
Revenues and long-lived assets by geographical area | |||||||||||
Concentration of net sales (as a percent) | 11.00% | ||||||||||
United States | |||||||||||
Revenues and long-lived assets by geographical area | |||||||||||
Net sales | $ 1,696.3 | 1,673.5 | 1,430.5 | ||||||||
Land and depreciable assets, net | 214.4 | 214.8 | 214.4 | 214.8 | 175.4 | ||||||
China | |||||||||||
Revenues and long-lived assets by geographical area | |||||||||||
Net sales | 1,675.5 | 1,440.8 | 1,243.7 | ||||||||
Land and depreciable assets, net | 151.4 | 149.2 | 151.4 | 149.2 | 151.2 | ||||||
Other International Locations | |||||||||||
Revenues and long-lived assets by geographical area | |||||||||||
Net sales | 2,196.9 | 2,231.2 | 1,940.5 | ||||||||
Land and depreciable assets, net | $ 243.7 | $ 226.7 | $ 243.7 | $ 226.7 | $ 205.8 |
Other Income, net (Details )
Other Income, net (Details ) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other Income, net | |||
Agency and commitment fees | $ (2) | $ (1.9) | $ (1.6) |
Interest income | 18.4 | 20.2 | 15 |
Other income, net | $ 16.4 | $ 18.3 | $ 13.4 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2015USD ($) |
Commitments and Contingencies | |
Purchase commitments of certain goods and services in 2016 | $ 186.5 |
Purchase commitments of certain goods and services in 2017 and 2018 | $ 11.5 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Jan. 08, 2016USD ($) |
Subsequent Event | FCI | |
Subsequent Events | |
Aggregate purchase price, net of cash acquired (subject to closing adjustments) | $ 1,179 |
Selected Quarterly Financial 65
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net sales | $ 1,430.5 | $ 1,459.6 | $ 1,351.5 | $ 1,327.1 | $ 1,426.5 | $ 1,358.7 | $ 1,314.2 | $ 1,246.1 | $ 5,568.7 | $ 5,345.5 | $ 4,614.7 |
Gross Profit | 458.5 | 464 | 432.5 | 424.6 | 456.7 | 431.7 | 416.8 | 388.9 | 1,779.5 | 1,693.8 | 1,450.8 |
Operating income | 289 | 294.8 | 260.7 | 260.2 | 278.9 | 267.8 | 255.8 | 232.1 | 1,104.7 | 1,034.6 | 896.8 |
Net income attributable to Amphenol Corporation | $ 200.1 | $ 204.5 | $ 179 | $ 179.8 | $ 193.5 | $ 182.2 | $ 174.9 | $ 158.5 | $ 763.5 | $ 709.1 | $ 635.7 |
Net income per common share - Basic (in dollars per share) | $ 0.65 | $ 0.66 | $ 0.58 | $ 0.58 | $ 0.62 | $ 0.58 | $ 0.56 | $ 0.50 | $ 2.47 | $ 2.26 | $ 2 |
Net income per common share-Diluted (in dollars per share) | $ 0.63 | $ 0.65 | 0.56 | $ 0.57 | 0.61 | 0.57 | $ 0.54 | 0.49 | $ 2.41 | $ 2.21 | $ 1.96 |
Net income per diluted common share excluding the effects of charges related to acquisition-related expenses (in dollars per share) | $ 0.58 | $ 0.63 | $ 0.58 | $ 0.50 | |||||||
Acquisition-related expenses | $ 5.7 | $ 14.1 | $ 6 | ||||||||
2015 Acquisitions | |||||||||||
Acquisition-related expenses | $ 5.7 | ||||||||||
Acquisition-related expenses, net of tax | $ 5.7 | ||||||||||
Acquisition-related expenses, net of tax (in dollars per share) | $ 0.02 | ||||||||||
Backlog | |||||||||||
Acquisition-related expenses | $ 7.8 | $ 2 | |||||||||
Acquisition-related expenses, net of tax | $ 4.9 | $ 1.3 | |||||||||
Acquisition-related expenses, net of tax (in dollars per share) | $ 0.02 | $ 0.01 | |||||||||
2014 Acquisitions | |||||||||||
Acquisition-related expenses | $ 1.8 | $ 2.5 | |||||||||
Acquisition-related expenses, net of tax | $ 1.5 | $ 2.5 | |||||||||
Acquisition-related expenses, net of tax (in dollars per share) | $ 0.01 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - Receivable Reserves - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Movement in Valuation Allowances and Reserves | |||
Balance at beginning of period | $ 20.2 | $ 12 | $ 10.4 |
Charged to cost and expenses | 3.7 | 9.7 | 3.6 |
Additions (Deductions) | 1.7 | (1.5) | (2) |
Balance at end of period | $ 25.6 | $ 20.2 | $ 12 |