AMPHENOL CORP /DE/ - Quarter Report: 2016 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2016

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 1-10879

 

 

 

AMPHENOL CORPORATION

 

 

358 Hall Avenue

Wallingford, Connecticut 06492

203-265-8900

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

As of April 30, 2016, the total number of shares outstanding of Class A Common Stock was 307,927,051.

 

 

Table of Contents

 

Amphenol Corporation

Index to Quarterly Report

on Form 10-Q

 

		Page
Part I	Financial Information
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015	2
	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2016 and 2015	3
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2016 and 2015	4
	Condensed Consolidated Statements of Cash Flow for the Three Months Ended March 31, 2016 and 2015	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
Part II	Other Information
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
Signature		24

 

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PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollars in millions)

 

		March 31, 2016			December 31, 2015
Assets
Current Assets:
Cash and cash equivalents		$	687.0		$	1,737.2
Short-term investments		26.6			23.2
Total cash, cash equivalents and short-term investments		713.6			1,760.4
Accounts receivable, less allowance for doubtful accounts of $26.2 and $25.6, respectively		1,201.9			1,104.6
Inventories		933.5			851.8
Other current assets		140.6			133.2
Total current assets		2,989.6			3,850.0
Land and depreciable assets, less accumulated depreciation of $948.9 and $900.9, respectively		693.3			609.5
Goodwill		3,659.8			2,692.9
Intangibles and other long-term assets		547.3			306.0
		$	7,890.0		$	7,458.4
Liabilities & Equity
Current Liabilities:
Accounts payable		$	615.4		$	587.8
Accrued salaries, wages and employee benefits		122.0			105.6
Accrued income taxes		95.8			81.8
Accrued dividends		43.0			43.2
Other accrued expenses		193.1			189.7
Current portion of long-term debt		0.3			0.3
Total current liabilities		1,069.6			1,008.4
Long-term debt, less current portion		2,866.2			2,813.2
Accrued pension benefit obligations and other long-term liabilities		530.0			358.4
Equity:
Common stock		0.3			0.3
Additional paid-in capital		814.5			783.3
Retained earnings		2,868.8			2,804.4
Accumulated other comprehensive loss		(297.4		)	(349.5		)
Total shareholders’ equity attributable to Amphenol Corporation		3,386.2			3,238.5
Noncontrolling interests		38.0			39.9
Total equity		3,424.2			3,278.4
		$	7,890.0		$	7,458.4

 

See accompanying notes to condensed consolidated financial statements.

 

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(dollars and shares in millions, except per share data)

 

		Three Months Ended March 31,
		2016			2015
Net sales		$	1,451.2		$	1,327.1
Cost of sales		992.0			902.5
Gross profit		459.2			424.6
Acquisition-related expenses		30.3			—
Selling, general and administrative expense		189.5			164.4
Operating income		239.4			260.2
Interest expense		(18.1		)	(17.0		)
Other income, net		1.0			4.1
Income before income taxes		222.3			247.3
Provision for income taxes		(63.9		)	(65.5		)
Net income		158.4			181.8
Less: Net income attributable to noncontrolling interests		(1.8		)	(2.0		)
Net income attributable to Amphenol Corporation		$	156.6		$	179.8
Net income per common share - Basic		$	0.51		$	0.58
Weighted average common shares outstanding - Basic		307.6			310.0
Net income per common share - Diluted		$	0.50		$	0.57
Weighted average common shares outstanding - Diluted		314.2			318.0
Dividends declared per common share		$	0.14		$	0.125

 

See accompanying notes to condensed consolidated financial statements.

 

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(dollars in millions)

 

		Three Months Ended March 31,
		2016			2015
Net income		$	158.4		$	181.8
Total other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		46.1			(67.9		)
Unrealized gain on cash flow hedges		2.3			0.6
Defined benefit plan adjustment, net of tax of ($2.2) and ($0.8), respectively		4.0			1.6
Total other comprehensive income (loss), net of tax		52.4			(65.7		)
Total comprehensive income		210.8			116.1
Less: Comprehensive income attributable to noncontrolling interests		(2.1		)	(2.0		)
Comprehensive income attributable to Amphenol Corporation		$	208.7		$	114.1

 

See accompanying notes to condensed consolidated financial statements.

 

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(dollars in millions)

 

		Three Months Ended March 31,
		2016			2015
Cash from operating activities:
Net income		$	158.4		$	181.8
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		61.9			40.1
Stock-based compensation expense		11.6			10.1
Excess tax benefits from stock-based compensation payment arrangements		(4.2		)	(3.6		)
Net change in components of working capital		(45.9		)	(40.1		)
Net change in other long-term assets and liabilities		12.4			—
Net cash provided by operating activities		194.2			188.3
Cash from investing activities:
Purchases of land and depreciable assets		(41.0		)	(40.0		)
Proceeds from disposals of land and depreciable assets		2.7			0.3
Purchases of short-term investments		(16.1		)	(104.5		)
Sales and maturities of short-term investments		13.1			84.0
Acquisitions, net of cash acquired		(1,185.8		)	(76.1		)
Net cash used in investing activities		(1,227.1		)	(136.3		)
Cash from financing activities:
Long-term borrowings under credit facilities		—			125.0
Repayments of long-term debt		—			(86.2		)
Borrowings under commercial paper program, net		50.8			46.8
Payments of costs related to debt financing		(3.0		)	—
Proceeds from exercise of stock options		14.6			16.0
Excess tax benefits from stock-based compensation payment arrangements		4.2			3.6
Distributions to shareholders of noncontrolling interests		(4.0		)	(3.2		)
Purchase and retirement of treasury stock		(49.2		)	(62.2		)
Dividend payments		(43.2		)	(77.5		)
Net cash used in financing activities		(29.8		)	(37.7		)
Effect of exchange rate changes on cash and cash equivalents		12.5			(13.3		)
Net change in cash and cash equivalents		(1,050.2		)	1.0
Cash and cash equivalents balance, beginning of period		1,737.2			968.9
Cash and cash equivalents balance, end of period		$	687.0		$	969.9
Cash paid for:
Interest		$	31.2		$	30.2
Income taxes		47.6			51.9

 

See accompanying notes to condensed consolidated financial statements.

 

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AMPHENOL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(dollars in millions, except per share data)

 

Note 1—Basis of Presentation and Principles of Consolidation

 

The condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015, and the related condensed consolidated statements of income, the condensed consolidated statements of comprehensive income and the condensed consolidated statements of cash flow for the three months ended March 31, 2016 and 2015 include the accounts of Amphenol Corporation and its subsidiaries (the “Company”).  All material intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements included herein are unaudited.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation in conformity with accounting principles generally accepted in the United States of America have been included.  The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year.  These condensed consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 Annual Report”).

 

Reclassification

 

During the second quarter of 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 Condensed 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 balance for the three months ended March 31, 2015 to reflect such change.

 

Note 2—New 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.  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.  In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarified the implementation guidance on principal versus agent considerations.  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 has evaluated ASU 2014-15 and it does not have a material impact on its consolidated financial statements.

 

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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 anticipate a material impact on its consolidated financial statements.

 

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends, among other things, the existing guidance by requiring lessees to recognize lease assets (right-to-use) and liabilities (for reasonably certain lease payments) arising from operating leases on the balance sheet.  For leases with a term of twelve months or less, ASU 2016-02 permits an entity to make an accounting policy election to recognize such leases as lease expense, generally on a straight-line basis over the lease term.  ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018 using a modified retrospective approach, with early adoption permitted.  The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial statements.

 

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplifies certain provisions associated with the accounting for stock compensation, including the income tax consequences, classification of awards, and classification on the statement of cash flows.  ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted.  The Company is currently evaluating ASU 2016-09 and its impact on its consolidated financial statements.

 

Note 3—Inventories

 

Inventories consist of:

 

		March 31, 2016			December 31, 2015
Raw materials and supplies		$	317.0		$	282.4
Work in process		321.7			290.5
Finished goods		294.8			278.9
		$	933.5		$	851.8

 

Note 4—Reportable Business Segments

 

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 Product 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-add 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 of the notes to the consolidated financial statements in the Company’s 2015 Annual Report.  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.

 

The segment results for the three months ended March 31, 2016 and 2015 are as follows:

 

		Interconnect Products and Assemblies						Cable Products and Solutions						Total
		Three months ended March 31,
		2016			2015			2016			2015			2016			2015
Net sales:
External		$	1,367.8		$	1,242.7		$	83.4		$	84.4		$	1,451.2		$	1,327.1
Intersegment		1.6			2.3			6.3			5.1			7.9			7.4
Segment operating income		281.2			271.0			11.1			10.2			292.3			281.2

 

A reconciliation of segment operating income to consolidated income before income taxes for the three months ended March 31, 2016 and 2015 is summarized as follows:

 

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		Three months ended March 31,
		2016			2015
Segment operating income		$	292.3		$	281.2
Interest expense		(18.1		)	(17.0		)
Other income, net		1.0			4.1
Stock-based compensation expense		(11.6		)	(10.1		)
Acquisition-related expenses		(30.3		)	—
Other costs		(11.0		)	(10.9		)
Income before income taxes		$	222.3		$	247.3

 

Note 5—Changes in Equity and Noncontrolling Interests

 

Net income attributable to noncontrolling interests is classified below net income.  Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company.  In addition, the equity attributable to noncontrolling interests is presented as a separate caption within equity.

 

A rollforward of consolidated changes in equity for the three months ended March 31, 2016 is as follows:

 

		Amphenol Corporation Shareholders
		Common Stock											Accumulated Other
		Shares (in millions)		Amount			Additional Paid- In Capital			Retained Earnings			Comprehensive Loss			Treasury Stock			Noncontrolling Interests			Total Equity
Balance as of December 31, 2015		308.0		$	0.3		$	783.3		$	2,804.4		$	(349.5	)	$	—		$	39.9		$	3,278.4
Net income										156.6									1.8			158.4
Other comprehensive income (loss)													52.1						0.3			52.4
Distributions to shareholders of noncontrolling interests																			(4.0		)	(4.0		)
Purchase of treasury stock																(49.2		)				(49.2		)
Retirement of treasury stock		(1.0	)							(49.2		)				49.2						—
Stock options exercised, including tax benefit		0.7					19.6															19.6
Dividends declared										(43.0		)										(43.0		)
Stock-based compensation expense							11.6															11.6
Balance as of March 31, 2016		307.7		$	0.3		$	814.5		$	2,868.8		$	(297.4	)	$	—		$	38.0		$	3,424.2

 

A rollforward of consolidated changes in equity for the three months ended March 31, 2015 is as follows:

 

		Amphenol Corporation Shareholders
		Common Stock											Accumulated Other
		Shares (in millions)		Amount			Additional Paid- In Capital			Retained Earnings			Comprehensive Loss			Treasury Stock			Noncontrolling Interests			Total Equity
Balance as of December 31, 2014		309.9		$	0.3		$	659.4		$	2,453.5		$	(205.8	)	$	—		$	30.5		$	2,937.9
Net income										179.8									2.0			181.8
Other comprehensive income (loss)													(65.7		)				—			(65.7		)
Distributions to shareholders of noncontrolling interests																			(3.2		)	(3.2		)
Purchase of treasury stock																(62.2		)				(62.2		)
Retirement of treasury stock		(1.1	)							(62.2		)				62.2						—
Stock options exercised, including tax benefit		0.6					19.3															19.3
Dividends declared										(38.8		)										(38.8		)
Stock-based compensation expense							10.1															10.1
Balance as of March 31, 2015		309.4		$	0.3		$	688.8		$	2,532.3		$	(271.5	)	$	—		$	29.3		$	2,979.2

 

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 for the three months ended March 31, 2016 and 2015 is as follows (dollars and shares in millions):

 

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		Three months ended March 31,
		2016			2015
Net income attributable to Amphenol Corporation shareholders		$	156.6		$	179.8
Basic weighted average common shares outstanding		307.6			310.0
Effect of dilutive stock options		6.6			8.0
Diluted weighted average common shares outstanding		314.2			318.0
Earnings per share attributable to Amphenol Corporation shareholders:
Basic		$	0.51		$	0.58
Diluted		$	0.50		$	0.57

 

Excluded from the computations above were anti-dilutive common shares of 11.0 million and 3.1 million for the three months ended March 31, 2016 and 2015, respectively.

 

Note 7—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.

 

Note 8—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 under the 2009 Employee Option Plan, as amended, is 58,000,000 shares.  As of March 31, 2016, there were 18,714,960 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. 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 March 31, 2016, 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 the three months ended March 31, 2016 was as follows:

 

		Options		Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Options outstanding at January 1, 2016		31,136,475		$	37.62		6.92		$	491.0
Options granted		245,000
Options exercised		(650,840	)
Options forfeited		(48,680	)
Options outstanding at March 31, 2016		30,681,955		37.97			6.75		609.9
Vested and non-vested options expected to vest at March 31, 2016		28,686,910		$	37.34		6.66		$	588.3
Exercisable options at March 31, 2016		13,206,995		$	27.03		5.15		$	406.6

 

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A summary of the status of the Company’s non-vested options as of March 31, 2016 and changes during the three months then ended is as follows:

 

		Options		Weighted Average Fair Value at Grant Date
Non-vested options at January 1, 2016		17,323,040		$	8.24
Options granted		245,000		6.98
Options vested		(44,400	)	9.82
Options forfeited		(48,680	)	8.38
Non-vested options at March 31, 2016		17,474,960		8.22

 

During the three months ended March 31, 2016 and 2015, the following activity occurred under the Company’s option plans:

 

		Three months ended March 31,
		2016			2015
Total intrinsic value of stock options exercised		$	20.7		$	25.9
Total fair value of stock options vested		0.4			0.3

 

As of March 31, 2016, the total compensation cost related to non-vested options not yet recognized was approximately $97.4 with a weighted average expected amortization period of 3.20 years.

 

Restricted Shares

 

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 March 31, 2016, 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 share activity for the three months ended March 31, 2016 was as follows:

 

		Restricted Shares		Fair Value at Grant Date			Weighted Average Remaining Amortization Term (in years)
Restricted shares outstanding at January 1, 2016		17,256		$	57.97		0.39
Restricted shares granted		—		—			—
Restricted shares outstanding at March 31, 2016		17,256		57.97			0.15

 

As of March 31, 2016, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $0.1 with a weighted average expected amortization period of 0.15 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.

 

Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates.  Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods.  For the three months ended

 

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March 31, 2016, the Company’s income before income taxes and net income were reduced for stock-based compensation expense by $11.6 and $8.8, respectively.  For the three months ended March 31, 2015, the Company’s income before income taxes and net income were reduced for stock-based compensation expense by $10.1 and $7.6, respectively. The expense incurred for stock-based compensation is included in Selling, general and administrative expense in the accompanying Condensed Consolidated Statements of Income.

 

Note 9—Shareholders’ Equity

 

In January 2015, the Board of Directors authorized a stock repurchase program under which the Company may 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 three months ended March 31, 2016, the Company repurchased 1.0 million shares of Common Stock for $49.2.  These treasury shares have been retired by the Company and common stock and retained earnings were reduced accordingly.  The Company has not repurchased any additional shares of Common Stock through April 30, 2016.  At April 30, 2016, approximately 4.5 million additional shares of Common Stock may be repurchased under the 2015 Stock Repurchase Program.  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.

 

Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on shares of its Common Stock.  In the third quarter of 2015, the Board of Directors approved an increase in the quarterly dividend rate from $0.125 to $0.14 per share effective with the third quarter 2015 dividend.  For the three months ended March 31, 2016, the Company paid dividends in the amount of $43.2, and declared dividends in the amount of $43.0.  For the three months ended March 31, 2015, the Company paid dividends in the amount of $77.5, and declared dividends in the amount of $38.8.

 

Note 10—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” and, together with the U.S. Plans, the “Plans”). The following is a summary, based on the most recent actuarial valuations of the Company’s net cost for pension benefits, of the Plans and other postretirement benefits for the three months ended March 31, 2016 and 2015.

 

		Pension Benefits						Other Postretirement Benefits
		Three months ended March 31,
		2016			2015			2016			2015
Service cost		$	2.3		$	2.3		$	—		$	—
Interest cost		5.7			5.8			0.1			0.1
Expected return on plan assets		(7.5		)	(7.3		)	—			—
Amortization of prior service cost		0.6			0.6			—			—
Amortization of net actuarial losses		6.3			6.5			0.2			0.1
Net pension expense		$	7.4		$	7.9		$	0.3		$	0.2

 

For the three months ended March 31, 2016, the Company did not make a cash contribution to the Plans, and estimates that, based on current actuarial calculations, it will make aggregate cash contributions to the Plans in 2016 of approximately $22.0, the majority 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.

 

The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. The Company matches the majority of employee contributions to U.S. defined contribution plans with cash contributions up to a maximum of 5% of eligible compensation.  During the three months ended March 31, 2016 and 2015, the total matching contributions to these U.S. defined contribution plans in each period were approximately $1.2.

 

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Note 11—Acquisitions

 

On January 8, 2016, the Company acquired all of the share capital of FCI Asia Pte Ltd (“FCI”) for a purchase price of approximately $1,178.6 (subject to closing adjustments), net of cash acquired.  The acquisition was funded by cash, cash equivalents and short-term investments that were held outside of the United States.  In addition, for the quarter ended March 31, 2016, Amphenol incurred approximately $30.3 ($27.3 after-tax) of acquisition-related expenses related to the acquisition of FCI which are separately presented in the accompanying Condensed Consolidated Statements of Income primarily related to external transaction costs, amortization related to the value associated with acquired backlog and post-closing restructuring charges.  The accompanying Condensed Consolidated Statements of Income include the results of FCI for the period from the acquisition date through March 31, 2016.  Excluding the impact of acquisitions as well as the negative impact of foreign exchange of approximately $19.3, the Company’s net sales decreased approximately 1% in the first quarter of 2016 compared to the prior year quarter.

 

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, is reported as part of the Company’s Interconnect Products and Assemblies segment.  FCI is a leading supplier of high-speed backplane and mezzanine connectors, power interconnect solutions and a wide variety of board-mounted interconnects.

 

Preliminary Allocation of Purchase Price

 

The purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed of FCI based upon their estimated fair values.  The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill, which primarily represents the value of assembled workforce along with anticipated cost savings and efficiencies associated with the integration of FCI and other intangible assets acquired that do not qualify for separate recognition.  The Company is in the process of completing its analysis of the fair value of the net assets acquired through the use of independent valuations and management’s estimates.  Since the following information is based on preliminary assessments made by management as of March 31, 2016, the acquisition accounting for FCI is subject to final adjustment and it is possible that the final assessment of values may differ from this preliminary assessment.  The following table summarizes the preliminary assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed, net of cash acquired, as of the date of acquisition of January 8, 2016.

 

Accounts receivable		$	97.1
Inventories		65.7
Other current assets		16.7
Land and depreciable assets		78.2
Goodwill		937.8
Intangible assets		252.0
Other long-term assets		13.0
Assets acquired		1,460.5
Accounts payable		61.6
Other current liabilities		58.7
Accrued pension benefit obligations and other long-term liabilities		161.6
Liabilities assumed		281.9
Net assets acquired		$	1,178.6

 

Of the $252.0 of acquired intangible assets, $133.8 was assigned to indefinite-lived trade names which are not subject to amortization.  The remaining $118.2 of finite-lived acquired intangible assets is comprised of $53.2, $57.0 and $8.0 assigned to proprietary technology, customer relationships and backlog, respectively, all of which are subject to amortization.  The finite-lived acquired intangible assets have a total weighted average useful life of approximately 10 years.  The proprietary technology, customer relationships and backlog have a weighted average useful life of 9 years, 12 years and 0.25 years, respectively.  These finite-lived intangible assets will be amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows.  The entire amount of goodwill was assigned to the Interconnect Products and Assemblies segment, of which approximately $91.9 is expected to be deductible for tax purposes.

 

Pro Forma Financial Information

 

The following table summarizes the unaudited pro forma combined financial information assuming that the FCI acquisition had occurred on January 1, 2015, and its results had been included in our financial results for the full three months ended March 31, 2016

 

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and 2015.  The pro forma amounts are based upon available information and reflect a reasonable estimate of the effects of the FCI acquisition for the periods presented on the basis set forth herein.  The following unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the financial position or results of operations would have been had the FCI acquisition in fact occurred on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods.

 

		Three months ended March 31,
Pro forma:		2016			2015
Net sales		$	1,460.9		$	1,468.5
Net income attributable to Amphenol Corporation		184.2			188.2
Net income per common share - Diluted		0.59			0.59

 

The unaudited pro forma Net income attributable to Amphenol Corporation has been calculated using actual historical information and is adjusted for certain pro forma adjustments based on the assumption that the FCI acquisition and the application of fair value adjustments to intangible assets occurred on January 1, 2015.  For the three months ended March 31, 2016, the pro forma adjustments, net of tax, reflect the acquisition-related expenses of $27.3 included in the reported results, but excluded from the pro forma amounts above due to their nonrecurring nature.  For the three months ended March 31, 2015, the pro forma adjustments, net of tax, reflect: (a) amortization expense related to the acquired intangible assets of $2.2 that was not reflected in the historical results, but has been included in the pro forma amounts, (b) interest income of approximately $2.9 earned on the cash, cash equivalents and short-term investments used to fund the FCI acquisition that was included in the historical results, but are excluded from the pro forma amounts, and (c) other income of $3.8 that was included in the historical results of FCI, but excluded from the pro forma amounts due to its nonrecurring nature.

 

Other Acquisitions

 

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.

 

Note 12—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, 2015		$	2,569.2		$	123.7		$	2,692.9
Acquisition-related		943.6			—			943.6
Foreign currency translation		23.3			—			23.3
Goodwill at March 31, 2016		$	3,536.1		$	123.7		$	3,659.8

 

The increase in goodwill, net of foreign currency translation, during the first three months of 2016 is primarily due to the acquisition of FCI on January 8, 2016, which is included in the Interconnect Products and Assemblies segment.

 

Other than goodwill and indefinite-lived trade name intangible assets with a value of approximately $186.1 and $52.3 as of March 31, 2016 and December 31, 2015, respectively, the Company’s intangible assets are subject to amortization.  A summary of the Company’s amortizable intangible assets as of March 31, 2016 and December 31, 2015 is as follows:

 

		March 31, 2016									December 31, 2015
		Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
Customer relationships		$	373.8		$	131.7		$	242.1		$	315.6		$	122.6		$	193.0
Proprietary technology		106.7			33.5			73.2			53.8			30.9			22.9
License agreements		6.0			6.0			—			6.0			6.0			—
Backlog and other		28.0			27.5			0.5			19.7			19.2			0.5
Total		$	514.5		$	198.7		$	315.8		$	395.1		$	178.7		$	216.4

 

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