Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 22, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | AMPHENOL CORPORATION | |
Entity Central Index Key | 0000820313 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2019 | |
Entity File Number | 1-10879 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-2785165 | |
Entity Address, Address Line One | 358 Hall Avenue | |
Entity Address, City or Town | Wallingford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06492 | |
City Area Code | 203 | |
Local Phone Number | 265-8900 | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Trading Symbol | APH | |
Security Exchange Name | NYSE | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 296,491,707 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 969.3 | $ 1,279.3 |
Short-term investments | 17.4 | 12.4 |
Total cash, cash equivalents and short-term investments | 986.7 | 1,291.7 |
Accounts receivable, less allowance for doubtful accounts of $32.7 and $33.5, respectively | 1,689.1 | 1,791.8 |
Inventories | 1,273.5 | 1,233.8 |
Other current assets | 282.9 | 254.3 |
Total current assets | 4,232.2 | 4,571.6 |
Property, plant and equipment, less accumulated depreciation of $1,427.9 and $1,314.8, respectively | 965.2 | 875.8 |
Goodwill | 4,750 | 4,103.2 |
Intangibles, net and other long-term assets | 736.2 | 494.3 |
Total assets | 10,683.6 | 10,044.9 |
Current Liabilities: | ||
Accounts payable | 830.7 | 890.5 |
Accrued salaries, wages and employee benefits | 160.4 | 157.2 |
Accrued income taxes | 168.8 | 203.5 |
Accrued dividends | 74 | 68.7 |
Other accrued expenses | 485 | 367.1 |
Current portion of long-term debt | 403.7 | 764.3 |
Total current liabilities | 2,122.6 | 2,451.3 |
Long-term debt, less current portion | 3,545.4 | 2,806.4 |
Accrued pension and postretirement benefit obligations | 176 | 190.2 |
Deferred income taxes | 231.2 | 255.6 |
Other long-term liabilities | 397.3 | 277.2 |
Equity: | ||
Common stock | 0.3 | 0.3 |
Additional paid-in capital | 1,585.6 | 1,433.2 |
Retained earnings | 3,158.7 | 3,028.7 |
Treasury stock, at cost | (95.6) | (55) |
Accumulated other comprehensive loss | (493.7) | (390.2) |
Total shareholders' equity attributable to Amphenol Corporation | 4,155.3 | 4,017 |
Noncontrolling interests | 55.8 | 47.2 |
Total equity | 4,211.1 | 4,064.2 |
Total liabilities and equity | $ 10,683.6 | $ 10,044.9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Condensed Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts | $ 32.7 | $ 33.5 |
Accumulated depreciation | $ 1,427.9 | $ 1,314.8 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Consolidated Statements of Income | ||||
Net sales | $ 2,100.6 | $ 2,129 | $ 6,074.4 | $ 5,977.3 |
Cost of sales | 1,438.7 | 1,440.8 | 4,137.1 | 4,037.4 |
Gross profit | 661.9 | 688.2 | 1,937.3 | 1,939.9 |
Acquisition-related expenses | 0 | 0 | 25.4 | 0 |
Selling, general and administrative expenses | 248.3 | 244 | 722.5 | 710.6 |
Operating income | 413.6 | 444.2 | 1,189.4 | 1,229.3 |
Interest expense | (29.7) | (24.8) | (89.5) | (75.3) |
Loss on early extinguishment of debt | (14.3) | 0 | (14.3) | 0 |
Other income, net | 4.5 | 0.2 | 7.6 | 2.5 |
Income before income taxes | 374.1 | 419.6 | 1,093.2 | 1,156.5 |
Provision for income taxes | (91.8) | (100) | (250) | (280.8) |
Net income | 282.3 | 319.6 | 843.2 | 875.7 |
Less: Net income attributable to noncontrolling interests | (2) | (3) | (6.9) | (8.8) |
Net income attributable to Amphenol Corporation | $ 280.3 | $ 316.6 | $ 836.3 | $ 866.9 |
Net income per common share - Basic (in dollars per share) | $ 0.95 | $ 1.05 | $ 2.81 | $ 2.87 |
Weighted average common shares outstanding - Basic (in shares) | 296.6 | 300.5 | 297.6 | 301.7 |
Net income per common share - Diluted (in dollars per share) | $ 0.92 | $ 1.01 | $ 2.72 | $ 2.76 |
Weighted average common shares outstanding - Diluted (in shares) | 306.2 | 312.4 | 307.8 | 313.6 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Net income | $ 282.3 | $ 319.6 | $ 843.2 | $ 875.7 |
Total other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (102.6) | (54.6) | (116.9) | (154.2) |
Unrealized gain (loss) on cash flow hedges | 0.1 | (0.7) | 0.1 | 0.3 |
Defined benefit plan adjustment, net of tax of ($1.2) and ($3.6) for 2019, and ($1.6) and ($4.7) for 2018, respectively | 3.8 | 5 | 11.3 | 14.9 |
Total other comprehensive (loss) income, net of tax | (98.7) | (50.3) | (105.5) | (139) |
Total comprehensive income | 183.6 | 269.3 | 737.7 | 736.7 |
Less: Comprehensive income attributable to noncontrolling interests | (0.1) | (1.4) | (4.9) | (6.1) |
Comprehensive income attributable to Amphenol Corporation | $ 183.5 | $ 267.9 | $ 732.8 | $ 730.6 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Defined benefit plan adjustment, tax | $ (1.2) | $ (1.6) | $ (3.6) | $ (4.7) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flow - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash from operating activities: | ||
Net income | $ 843.2 | $ 875.7 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 235.4 | 194.5 |
Stock-based compensation expense | 46.4 | 40.4 |
Loss on early extinguishment of debt | 14.3 | 0 |
Deferred income tax benefit | (37.5) | (41.5) |
Net change in components of working capital | (27.1) | (246.4) |
Net change in accrued pension and postretirement benefits | 5.3 | (77) |
Net change in other long-term assets and liabilities | (1.8) | (11.2) |
Net cash provided by operating activities | 1,078.2 | 734.5 |
Cash from investing activities: | ||
Capital expenditures | (223) | (208.2) |
Proceeds from disposals of property, plant and equipment | 7.1 | 3.8 |
Purchases of short-term investments | (48.5) | (35.3) |
Sales and maturities of short-term investments | 44.6 | 48.3 |
Acquisitions, net of cash acquired | (891.2) | (158.9) |
Net cash used in investing activities | (1,111) | (350.3) |
Cash from financing activities: | ||
Proceeds from issuance of senior notes | 1,398.8 | 0 |
Repayments of long-term debt | (1,111.2) | (8.7) |
Borrowings (repayments) under commercial paper programs, net | 137.2 | (300.1) |
Payment of costs related to debt financing | (14.9) | (0.3) |
Payment of premiums and fees related to early extinguishment of debt | (13.4) | 0 |
Proceeds from exercise of stock options | 146.3 | 123 |
Distributions to and purchases of noncontrolling interests | (25) | (17.9) |
Purchase of treasury stock | (558.7) | (680.2) |
Dividend payments | (205.5) | (184.4) |
Net cash used in financing activities | (246.4) | (1,068.6) |
Effect of exchange rate changes on cash and cash equivalents | (30.8) | (36.4) |
Net change in cash and cash equivalents | (310) | (720.8) |
Cash and cash equivalents balance, beginning of period | 1,279.3 | 1,719.1 |
Cash and cash equivalents balance, end of period | 969.3 | 998.3 |
Cash paid for: | ||
Interest | 81.8 | 79.5 |
Income taxes | $ 333.2 | $ 307.7 |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Principles of Consolidation | |
Basis of Presentation and Principles of Consolidation | Note 1—Basis of Presentation and Principles of Consolidation The condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018, the related condensed consolidated statements of income and condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2019 and 2018, and the related condensed consolidated statements of cash flow for the nine months ended September 30, 2019 and 2018 include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol”, the “Company”, “we”, “our”, or “us” ). 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 and nine months ended September 30, 2019 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, 2018 (the “2018 Annual Report”). In accordance with Securities and Exchange Commission Release No. 33-10532 Disclosure Update and Simplification, the Company’s rollforward of consolidated changes in equity in Note 6 of the accompanying Condensed Consolidated Financial Statements for the prior period has been conformed to the current period presentation, presenting both the current quarter and year-to-date, which had no impact on our consolidated results of operations, financial position or cash flows. Previously, the rollforward of consolidated changes in equity was presented only for the nine months ended September 30, 2018. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
New Accounting Pronouncements | |
New Accounting Pronouncements | Note 2—New Accounting Pronouncements Recently Adopted Accounting Standards Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“Topic 842”), which amended, among other things, the existing guidance by requiring lessees to recognize lease right-of-use assets (“ROU assets”) and liabilities arising from operating leases on the balance sheet. Since issuing Topic 842, the FASB has issued various subsequent ASU’s, including but not limited to, ASU 2018-10, Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements Prior to adoption, the Company evaluated Topic 842, including the initial review of any necessary changes to existing processes and systems that would be required to implement this standard, in order to determine its impact on our consolidated financial statements and related disclosures. In 2018, the Company implemented a new lease management system that facilitated the adoption of this standard and enabled the Company to fulfill its requirements for both reporting and disclosure purposes, as well as to better manage and monitor the Company’s ongoing lease portfolio. The Company ensured all key system functionality and other requirements were met, and we completed our assessment of the standard and implemented the necessary changes to our existing policies, processes and controls to achieve appropriate compliance with regards to our lease portfolio. On January 1, 2019, we adopted Topic 842 using the updated modified retrospective transition approach allowed under ASU 2018-11 and did not restate prior periods. The Company recognized ROU assets and related lease liabilities on our Condensed Consolidated Balance Sheets as of January 1, 2019 of approximately $180 related to our operating lease commitments, and there was no cumulative impact on retained earnings as of January 1, 2019. Topic 842 did not have a material impact on our Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2019 and our Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2019, nor did it have any impact on our compliance with debt covenants. The adoption of Topic 842 provided various optional practical expedients in transition, some of which we have elected. As part of the adoption, the Company elected the “package of 3” practical expedient, which among other things, permitted us not to reassess the historical lease classifications for existing or expired leases. Going forward, the impact of Topic 842 on the Company’s consolidated financial statements will be dependent upon the Company’s lease portfolio. The accounting for finance leases (formerly referred to as “capital leases”) remains substantially unchanged. Refer to Note 15 herein for further details regarding the impact of the adoption of Topic 842 and other information related to our lease portfolio. Accounting Standards Issued But Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which adds, amends and removes certain disclosure requirements related to fair value measurements. Among other changes, this standard requires certain additional disclosure surrounding Level 3 assets, including changes in unrealized gains or losses in other comprehensive income and certain inputs in those measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Certain amended or eliminated disclosures in this standard may be adopted early, while certain additional disclosure requirements in this standard can be adopted on its effective date. In addition, certain changes in the standard require retrospective adoption, while other changes must be adopted prospectively. The Company has evaluated ASU 2018-13 and we do not expect it will have a material impact on our consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2019 | |
Revenue Recognition | |
Revenue Recognition | Note 3—Revenue Recognition Revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer. With limited exceptions, the Company recognizes revenue at the point in time when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. For the three and nine months ended September 30, 2019 and 2018, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities recorded in the Company’s Condensed Consolidated Balance Sheets were not significant as of September 30, 2019 and December 31, 2018. These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Other current assets or Other accrued expenses as of September 30, 2019 and December 31, 2018. The Company receives customer orders negotiated with multiple delivery dates that may extend across more than one reporting period until the contract is fulfilled, the end of the order period is reached, or a pre-determined maximum order value has been reached. Orders typically fluctuate from quarter to quarter based on customer demand and general business conditions. It is generally expected that a substantial portion of our remaining performance obligations will be fulfilled within three months , and nearly all of our performance obligations are part of contracts that have original durations of one year or less. Since our performance obligations are generally fulfilled within one year , we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of September 30, 2019. While the Company typically offers standard product warranty coverage which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of September 30, 2019 and December 31, 2018, and related warranty expense for the three and nine months ended September 30, 2019 and 2018 have not been and were not material in the accompanying Condensed Consolidated Financial Statements. Disaggregation of Net Sales The following tables show our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three and nine months ended September 30, 2019 and 2018: Interconnect Products Cable Products Total Reportable and Assemblies and Solutions Business Segments Three Months Ended September 30: 2019 2018 2019 2018 2019 2018 Net sales by: Sales channel: End customers and contract manufacturers $ 1,710.1 $ 1,725.9 $ 80.0 $ 89.0 $ 1,790.1 $ 1,814.9 Distributors and resellers 290.7 293.4 19.8 20.7 310.5 314.1 $ 2,000.8 $ 2,019.3 $ 99.8 $ 109.7 $ 2,100.6 $ 2,129.0 Geography: United States $ 613.6 $ 517.9 $ 54.3 $ 54.1 $ 667.9 $ 572.0 China 593.2 696.9 1.3 1.4 594.5 698.3 Other foreign locations 794.0 804.5 44.2 54.2 838.2 858.7 $ 2,000.8 $ 2,019.3 $ 99.8 $ 109.7 $ 2,100.6 $ 2,129.0 Nine Months Ended September 30: Net sales by: Sales channel: End customers and contract manufacturers $ 4,944.2 $ 4,828.9 $ 220.3 $ 242.8 $ 5,164.5 $ 5,071.7 Distributors and resellers 844.8 830.6 65.1 75.0 909.9 905.6 $ 5,789.0 $ 5,659.5 $ 285.4 $ 317.8 $ 6,074.4 $ 5,977.3 Geography: United States $ 1,736.3 $ 1,519.5 $ 143.3 $ 155.8 $ 1,879.6 $ 1,675.3 China 1,656.1 1,760.0 4.1 3.3 1,660.2 1,763.3 Other foreign locations 2,396.6 2,380.0 138.0 158.7 2,534.6 2,538.7 $ 5,789.0 $ 5,659.5 $ 285.4 $ 317.8 $ 6,074.4 $ 5,977.3 Net sales by geographic area are based on the customer location to which the product is shipped. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventories | |
Inventories | Note 4—Inventories Inventories consist of: September 30, December 31, 2019 2018 Raw materials and supplies $ 508.6 $ 463.6 Work in process 388.7 371.1 Finished goods 376.2 399.1 $ 1,273.5 $ 1,233.8 |
Reportable Business Segments
Reportable Business Segments | 9 Months Ended |
Sep. 30, 2019 | |
Reportable Business Segments | |
Reportable Business Segments | Note 5—Reportable Business Segments The Company has two reportable business segments: (i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions. The Company organizes its reportable business segments based upon similar economic characteristics and business groupings of products, services and customers. These reportable business segments are determined based upon how the Company reviews its businesses, assesses operating performance and makes investing and resource allocation decisions. 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 herein and in Note 1 of the notes to the consolidated financial statements in the Company’s 2018 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 and nine months ended September 30, 2019 and 2018 are as follows: Interconnect Products Cable Products Total Reportable and Assemblies and Solutions Business Segments Three Months Ended September 30: 2019 2018 2019 2018 2019 2018 Net sales: External $ 2,000.8 $ 2,019.3 $ 99.8 $ 109.7 $ 2,100.6 $ 2,129.0 Intersegment 11.9 3.8 11.7 8.1 23.6 11.9 Segment operating income 433.9 458.1 10.2 14.4 444.1 472.5 Nine Months Ended September 30: Net sales: External $ 5,789.0 $ 5,659.5 $ 285.4 $ 317.8 $ 6,074.4 $ 5,977.3 Intersegment 22.9 9.6 40.8 25.1 63.7 34.7 Segment operating income 1,272.4 1,268.9 29.3 40.4 1,301.7 1,309.3 A reconciliation of segment operating income to consolidated income before income taxes for the three and nine months ended September 30, 2019 and 2018 is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Segment operating income $ 444.1 $ 472.5 $ 1,301.7 $ 1,309.3 Interest expense (29.7) (24.8) (89.5) (75.3) Loss on early extinguishment of debt (14.3) — (14.3) — Other income, net 4.5 0.2 7.6 2.5 Stock-based compensation expense (16.6) (14.4) (46.4) (40.4) Acquisition-related expenses — — (25.4) — Other operating expenses (13.9) (13.9) (40.5) (39.6) Income before income taxes $ 374.1 $ 419.6 $ 1,093.2 $ 1,156.5 |
Shareholders' Equity and Noncon
Shareholders' Equity and Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2019 | |
Shareholders' Equity and Noncontrolling Interests | |
Shareholders' Equity and Noncontrolling Interests | Note 6—Shareholders’ 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 September 30, 2019 is as follows: Amphenol Corporation Shareholders Accumulated Common Stock Treasury Stock Other Shares Shares Additional Retained Comprehensive Noncontrolling Total (in millions) Amount (in millions) Amount Paid-In Capital Earnings Loss Interests Equity Balance as of June 30, 2019 298.4 $ 0.3 (1.2) $ (101.5) $ 1,541.8 $ 3,104.6 $ (396.9) $ 54.9 $ 4,203.2 Net income 280.3 2.0 282.3 Other comprehensive income (loss) (96.8) (1.9) (98.7) Acquisitions resulting in noncontrolling interest 1.2 1.2 Distributions to shareholders of noncontrolling interests (0.4) (0.4) Purchase of treasury stock (1.7) (150.0) (150.0) Retirement of treasury stock (1.7) — 1.7 150.0 (150.0) — Stock options exercised 0.5 — 0.1 5.9 27.2 (2.2) 30.9 Dividends declared ($0.25 per common share) (74.0) (74.0) Stock-based compensation expense 16.6 16.6 Balance as of September 30, 2019 297.2 $ 0.3 (1.1) $ (95.6) $ 1,585.6 $ 3,158.7 $ (493.7) $ 55.8 $ 4,211.1 A rollforward of consolidated changes in equity for the nine months ended September 30, 2019 is as follows: Amphenol Corporation Shareholders Accumulated Common Stock Treasury Stock Other Shares Shares Additional Retained Comprehensive Noncontrolling Total (in millions) Amount (in millions) Amount Paid-In Capital Earnings Loss Interests Equity Balance as of December 31, 2018 299.2 $ 0.3 (0.7) $ (55.0) $ 1,433.2 $ 3,028.7 $ (390.2) $ 47.2 $ 4,064.2 Net income 836.3 6.9 843.2 Other comprehensive income (loss) (103.5) (2.0) (105.5) Acquisitions resulting in noncontrolling interest 11.2 11.2 Purchase of noncontrolling interest (17.5) (3.9) (21.4) Distributions to shareholders of noncontrolling interests (3.6) (3.6) Purchase of treasury stock (6.1) (558.7) (558.7) Retirement of treasury stock (5.1) — 5.1 471.1 (471.1) — Stock options exercised 3.1 — 0.6 47.0 123.5 (24.4) 146.1 Dividends declared ($0.71 per common share) (210.8) (210.8) Stock-based compensation expense 46.4 46.4 Balance as of September 30, 2019 297.2 $ 0.3 (1.1) $ (95.6) $ 1,585.6 $ 3,158.7 $ (493.7) $ 55.8 $ 4,211.1 A rollforward of consolidated changes in equity for the three months ended September 30, 2018 is as follows: Amphenol Corporation Shareholders Accumulated Common Stock Treasury Stock Other Shares Shares Additional Retained Comprehensive Noncontrolling Total (in millions) Amount (in millions) Amount Paid-In Capital Earnings Loss Interests Equity Balance as of June 30, 2018 299.7 $ 0.3 — $ — $ 1,326.2 $ 2,723.3 $ (288.7) $ 51.5 $ 3,812.6 Net income 316.6 3.0 319.6 Other comprehensive income (loss) (48.6) (1.7) (50.3) Purchase of noncontrolling interest (2.3) (5.4) (7.7) Distributions to shareholders of noncontrolling interests (3.0) (3.0) Purchase of treasury stock (0.4) (34.8) (34.8) Retirement of treasury stock (0.4) — 0.4 34.8 (34.8) — Stock options exercised 2.0 — 71.8 71.8 Dividends declared ($0.23 per common share) (69.3) (69.3) Stock-based compensation expense 14.4 14.4 Balance as of September 30, 2018 301.3 $ 0.3 — $ — $ 1,410.1 $ 2,935.8 $ (337.3) $ 44.4 $ 4,053.3 A rollforward of consolidated changes in equity for the nine months ended September 30, 2018 is as follows: Amphenol Corporation Shareholders Accumulated Common Stock Treasury Stock Other Shares Shares Additional Retained Comprehensive Noncontrolling Total (in millions) Amount (in millions) Amount Paid-In Capital Earnings Loss Interests Equity Balance as of December 31, 2017 305.7 $ 0.3 — $ — $ 1,249.0 $ 2,941.5 $ (201.0) $ 53.6 $ 4,043.4 Cumulative effect of adoption of revenue recognition standard 3.2 3.2 Net income 866.9 8.8 875.7 Other comprehensive income (loss) (136.3) (2.7) (139.0) Acquisitions resulting in noncontrolling interest 0.3 0.3 Purchase of noncontrolling interest (2.3) (5.4) (7.7) Distributions to shareholders of noncontrolling interests (10.2) (10.2) Purchase of treasury stock (7.7) (680.2) (680.2) Retirement of treasury stock (7.7) — 7.7 680.2 (680.2) — Stock options exercised 3.3 — 123.0 123.0 Dividends declared ($0.65 per common share) (195.6) (195.6) Stock-based compensation expense 40.4 40.4 Balance as of September 30, 2018 301.3 $ 0.3 — $ — $ 1,410.1 $ 2,935.8 $ (337.3) $ 44.4 $ 4,053.3 On April 24, 2018, the Company’s Board of Directors authorized a stock repurchase program under which the Company may purchase up to $2,000.0 of the Company’s Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the three and nine months ended September 30, 2019, the Company repurchased 1.7 million and 6.1 million shares of its Common Stock for $150.0 and $558.7 , respectively, under the 2018 Stock Repurchase Program. Of the total repurchases during the first nine months of 2019, 1.0 million shares, or $87.6, have been retained in Treasury stock; the remaining 5.1 million shares, or $471.1 , have been retired by the Company. The Company has no of its Common Stock under the 2018 Stock Repurchase Program. The price and timing of any future purchases under the 2018 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. On January 24, 2017, the Company’s Board of Directors authorized a stock repurchase program under which the Company could purchase up to $1,000.0 of the Company’s Common Stock during the two-year period ending January 24, 2019 (the “2017 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Exchange Act. During the three months ended March 31, 2018, the Company repurchased 4.2 million shares of its Common Stock for $382.0 under the 2017 Stock Repurchase Program, bringing total repurchases under this program to . These repurchases in the first quarter of 2018, coupled with the Company’s repurchase of Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on shares of its Common Stock. The following table summarizes the dividends declared and paid for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Dividends declared $ 74.0 $ 69.3 $ 210.8 $ 195.6 Dividends paid (including those declared in the prior year) 68.3 69.0 205.5 184.4 On July 23, 2019, the Company’s Board of Directors approved an increase to its quarterly dividend rate from $0.23 to $0.25 per share effective with dividends declared in the third quarter of 2019. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share | |
Earnings Per Share | Note 7—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 and nine months ended September 30, 2019 and 2018 is as follows: Three Months Ended September 30, Nine Months Ended September 30, (dollars and shares in millions, except per share data) 2019 2018 2019 2018 Net income attributable to Amphenol Corporation shareholders $ 280.3 $ 316.6 $ 836.3 $ 866.9 Basic weighted average common shares outstanding 296.6 300.5 297.6 301.7 Effect of dilutive stock options 9.6 11.9 10.2 11.9 Diluted weighted average common shares outstanding 306.2 312.4 307.8 313.6 Earnings per share attributable to Amphenol Corporation shareholders: Basic $ 0.95 $ 1.05 $ 2.81 $ 2.87 Diluted $ 0.92 $ 1.01 $ 2.72 $ 2.76 Excluded from the computations above were anti-dilutive common shares of 12.2 million and 6.1 million for the three months ended September 30, 2019 and 2018, respectively. Excluded from the computations above were anti-dilutive common shares of 8.6 million and 2.5 million for the nine months ended September 30, 2019 and 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 8—Commitments and Contingencies The Company has been named as a defendant in several legal actions arising from normal business activities. The Company records a loss contingency liability when a loss is considered probable and the amount can be reasonably estimated. Although the potential liability with respect to certain of such legal actions cannot be reasonably estimated, none of such matters is 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. In August 2018, the Company received a subpoena from the U.S. Department of Defense, Office of the Inspector General, requesting documents pertaining to certain products manufactured by the Company’s Military and Aerospace Group that are purchased or used by the U.S. government. The Company is cooperating with the request. The inquiry remains in the early stages and the Company is unable to estimate the timing or outcome of the matter. 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 adverse effect on the Company’s financial condition, results of operations or cash flows. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 9—Stock-Based Compensation For the three months ended September 30, 2019 and 2018, the Company’s income before income taxes was reduced for stock-based compensation expense of $16.6 and $14.4 , respectively. In addition, for the three months ended September 30, 2019 and 2018, the Company recognized aggregate income tax benefits of $3.6 and $8.9, respectively, in the provision for income taxes in the accompanying Condensed Consolidated Statements of Income associated with stock-based compensation, which include the excess tax benefits from option exercises of $1.6 . For the nine months ended September 30, 2019 and 2018, the Company’s income before income taxes was reduced for stock-based compensation expense of $46.4 and $40.4 , respectively. In addition, for the nine months ended September 30, 2019 and 2018, the Company recognized aggregate income tax benefits of $27.1 and $19.7, respectively, in the provision for income taxes in the accompanying Condensed Consolidated Statements of Income associated with stock-based compensation, which include the excess tax benefits from option exercises of $21.3 . The impact associated with recognizing excess tax benefits from option exercises in the provision for income taxes on our consolidated financial statements could result in significant fluctuations in our effective tax rate in the future, since the provision for income taxes will be impacted by the timing and intrinsic value of future stock-based compensation award exercises. 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. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income. Stock Options In May 2017, the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2017 Employee Option Plan”). A committee of the Company’s Board of Directors has been authorized to grant stock options pursuant to the 2017 Employee Option Plan. The number of shares of the Company’s Class A Common Stock (“Common Stock”) reserved for issuance under the 2017 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, as amended (the “2009 Employee Option Plan”). No additional stock options will be granted under the 2009 Employee Option Plan. Options granted under the 2017 Employee Option Plan and 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. The 2004 Directors Option Plan expired in May 2014, except that its terms continue with respect to any outstanding options granted thereunder. 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 and nine months ended September 30, 2019 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, 2019 35,550,668 $ 59.77 6.81 $ 798.6 Options granted 40,000 78.12 Options exercised (1,269,121) 37.30 Options forfeited (40,440) 75.17 Options outstanding at March 31, 2019 34,281,107 60.60 6.67 1,160.0 Options granted 6,105,700 89.55 Options exercised (1,816,225) 38.18 Options forfeited (55,020) 78.67 Options outstanding at June 30, 2019 38,515,562 66.22 7.08 1,144.7 Options granted 31,000 96.82 Options exercised (589,497) 50.17 Options forfeited (70,910) 77.80 Options outstanding at September 30, 2019 37,886,155 $ 66.47 6.86 $ 1,137.6 Vested and non-vested options expected to vest at September 30, 2019 35,657,175 $ 65.79 6.78 $ 1,095.1 Exercisable options at September 30, 2019 18,810,385 $ 53.76 5.43 $ 804.0 A summary of the status of the Company’s non-vested options as of September 30, 2019 and changes during the three and nine months then ended is as follows: Weighted Average Fair Value at Options Grant Date Non-vested options at January 1, 2019 19,289,500 $ 9.73 Options granted 40,000 10.48 Options vested (61,900) 8.27 Options forfeited (40,440) 9.74 Non-vested options at March 31, 2019 19,227,160 9.74 Options granted 6,105,700 12.27 Options vested (6,061,740) 9.19 Options forfeited (55,020) 10.87 Non-vested options at June 30, 2019 19,216,100 10.71 Options granted 31,000 12.85 Options vested (100,420) 8.78 Options forfeited (70,910) 10.58 Non-vested options at September 30, 2019 19,075,770 $ 10.72 During the three and nine months ended September 30, 2019 and 2018, the following activity occurred under the Company’s option plans: Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Total intrinsic value of stock options exercised $ 27.0 $ 111.8 $ 207.4 $ 181.1 Total fair value of stock options vested 0.9 0.9 57.1 50.9 As of September 30, 2019, the total compensation cost related to non-vested options not yet recognized was approximately $167.0 with a weighted average expected amortization period of 3.54 years. The grant-date fair value of each option grant under the 2009 Employee Option Plan, the 2017 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 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 experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issuances 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 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 September 30, 2019, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 94,846 . 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 and nine months ended September 30, 2019 was as follows: Weighted Average Remaining Restricted Fair Value at Amortization Shares Grant Date Term (in years) Restricted shares outstanding at January 1, 2019 14,873 $ 87.89 0.39 Restricted shares granted — — Restricted shares outstanding at March 31, 2019 14,873 87.89 0.14 Shares vested and issued (14,873) 87.89 Restricted shares granted 14,304 89.49 Restricted shares outstanding at June 30, 2019 14,304 89.49 0.89 Restricted shares granted — — Restricted shares outstanding at September 30, 2019 14,304 $ 89.49 0.64 As of September 30, 2019, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $0.8 with a weighted average expected amortization period of 0.64 years. |
Benefit Plans and Other Postret
Benefit Plans and Other Postretirement Benefits | 9 Months Ended |
Sep. 30, 2019 | |
Benefit Plans and Other Postretirement Benefits | |
Benefit Plans and Other Postretirement Benefits | 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 “Foreign 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 for the three and nine months ended September 30, 2019 and 2018: Pension Benefits Three Months Ended September 30: 2019 2018 Service cost $ 2.0 $ 1.8 Interest cost 5.4 4.9 Expected return on plan assets (9.2) (9.6) Amortization of prior service cost 0.4 0.6 Amortization of net actuarial losses 4.6 5.8 Net pension expense $ 3.2 $ 3.5 Nine Months Ended September 30: Service cost $ 5.5 $ 5.6 Interest cost 16.2 14.7 Expected return on plan assets (27.8) (28.9) Amortization of prior service cost 1.3 1.8 Amortization of net actuarial losses 13.9 17.5 Net pension expense $ 9.1 $ 10.7 In January 2018, the Company made a voluntary cash contribution of approximately $81.0 to fund the U.S. Plans. This voluntary cash contribution made in the first quarter of 2018 was reflected as cash used in operating activities within Net change in accrued pension and postretirement benefits in the Condensed Consolidated Statements of Cash Flow. . The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. Through 2018, the Company matched the majority of employee contributions to the U.S. defined contribution plans with cash contributions up to a maximum of 5 % of eligible compensation. Effective January 1, 2019, the Company increased its matching of employee contributions to the U.S. defined contribution plans to a maximum of 6 % of eligible compensation. During the nine months ended September 30, 2019 and 2018, the Company provided matching contributions to the U.S. defined contribution plans of approximately |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Acquisitions | |
Acquisitions | Note 11—Acquisitions In January 2019, pursuant to a definitive agreement entered into on November 27, 2018, the Company acquired SSI Controls Technologies (“SSI”), the sensor manufacturing division of SSI Technologies, Inc., for approximately $397 , net of cash acquired (subject to customary post-closing adjustments), plus a performance-related contingent payment. SSI, which is headquartered in the United States (Wisconsin), is a leading designer and manufacturer of sensors and sensing solutions for the global automotive and industrial markets. The acquisition of SSI is not material to the Company. The contingent consideration payment is based on certain 2019 revenue and profitability levels of SSI. The Company determined the fair value of this liability using Level 3 unobservable inputs, such as probability weighted payout projections, and is classified as Level 3 in the fair value hierarchy (Note 16). The contingent consideration is payable in 2020 and recorded in Other accrued expenses on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2019. During the first nine months of 2019, the Company completed eight acquisitions (including SSI) for $891.2 , net of cash acquired. All but one of the acquisitions are included in the Interconnect Products and Assemblies segment. The Company is in the process of completing its analyses of the fair value of the assets acquired and liabilities assumed. The Company anticipates that the final assessments of values will not differ materially from the preliminary assessments. These acquisitions were not material to the Company either individually or in the aggregate. During the nine months ended September 30, 2019, the Company incurred approximately $25.4 ($21.0 after-tax) of acquisition-related expenses, primarily comprised of the amortization of $15.7 related to the value associated with acquired backlog (of which $12.5 related to the SSI acquisition), with the remainder representing external transaction costs. Such acquisition-related expenses are separately presented in the accompanying Condensed Consolidated Statements of Income. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | Note 12—Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill by segment were as follows: Interconnect Cable Products and Products and Assemblies Solutions Total Goodwill at December 31, 2018 $ 3,956.7 $ 146.5 $ 4,103.2 Acquisition-related 703.5 10.6 714.1 Foreign currency translation (67.3) — (67.3) Goodwill at September 30, 2019 $ 4,592.9 $ 157.1 $ 4,750.0 The increase in goodwill, net of foreign currency translation, during the first nine months of 2019 is due to the Company’s acquisitions during this period. The Company performs its annual evaluation for the impairment of goodwill for the Company’s reporting units as of each July 1 or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. 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 2019, as part of our annual evaluation, the Company utilized the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment. As part of this assessment, the Company reviews qualitative factors which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that its reporting unit’s fair value is greater than its carrying amount. During the third quarter of 2019, the Company determined that it was more likely than not that the fair value of its reporting units exceeded their respective carrying amounts and therefore, a quantitative assessment was not required. There has been no goodwill impairment in 2019, 2018 or 2017 in connection with our impairment tests. Other than goodwill noted above, the Company’s intangible assets as of September 30, 2019 and December 31, 2018 were as follows: September 30, 2019 December 31, 2018 Weighted Gross Net Gross Net Average Carrying Accumulated Carrying Carrying Accumulated Carrying Life (years) Amount Amortization Amount Amount Amortization Amount Customer relationships 9 $ 440.3 $ 260.6 $ 179.7 $ 399.2 $ 234.7 $ 164.5 Proprietary technology 11 155.9 70.6 85.3 107.5 60.5 47.0 Backlog and other 2 49.7 49.4 0.3 34.0 33.7 0.3 Total intangible assets (definite-lived) 9 645.9 380.6 265.3 540.7 328.9 211.8 Trade names (indefinite-lived) 186.1 186.1 186.1 186.1 $ 832.0 $ 380.6 $ 451.4 $ 726.8 $ 328.9 $ 397.9 Intangible assets are included in Intangibles, net and other long-term assets in the accompanying Condensed Consolidated Balance Sheets. The increase in the carrying amounts of intangible assets during the first nine months of 2019 was primarily due to intangible assets acquired as a result of the SSI acquisition, along with the other acquisitions closed during the period. The amortization expense for the three months ended September 30, 2019 and 2018 was approximately $13.6 and $11.6 , respectively. The amortization expense for the nine months ended September 30, 2019 and 2018 was approximately $54.0 and $35.4 , respectively. Amortization expense during the nine months ended September 30, 2019 includes $15.7 related to the amortization of acquired backlog, primarily associated with the SSI acquisition. As of September 30, 2019, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2019 is approximately $13.1 and for each of the next five fiscal years is approximately $48.4 in 2020, $43.8 in 2021, $36.6 in 2022, $33.9 in 2023 and $28.8 in 2024. The Company reviews its identifiable intangible assets subject to amortization whenever events or changes in circumstances indicate the carrying amount may not be recoverable, while any indefinite-lived intangible assets that are not subject to amortization are reviewed at least annually for impairment. In the third quarter of 2019, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on our qualitative assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment in 2019, 2018 or 2017 as a result of such reviews. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt | |
Debt | Note 13—Debt The Company’s debt (net of any unamortized discount) consists of the following: September 30, 2019 December 31, 2018 Carrying Approximate Carrying Approximate Amount Fair Value Amount Fair Value Revolving Credit Facility $ — $ — $ — $ — U.S. Commercial Paper Program 475.8 475.8 554.5 554.5 Euro Commercial Paper Program 277.9 277.9 68.8 68.8 2.55% Senior Notes due January 2019 — — 750.0 749.4 2.20% Senior Notes due April 2020 399.9 400.0 399.9 395.5 3.125% Senior Notes due September 2021 227.6 231.0 374.9 374.2 4.00% Senior Notes due February 2022 294.8 305.8 499.6 508.8 3.20% Senior Notes due April 2024 349.7 362.3 349.7 334.5 2.000% Euro Senior Notes due October 2028 542.5 611.3 570.5 572.8 4.350% Senior Notes due June 2029 499.6 554.1 — — 2.800% Senior Notes due February 2030 899.3 876.8 — — Notes payable to foreign banks and other debt 6.5 6.5 16.6 16.6 Less unamortized deferred debt issuance costs (24.5) — (13.8) — Total debt 3,949.1 4,101.5 3,570.7 3,575.1 Less current portion 403.7 403.8 764.3 763.7 Total long-term debt $ 3,545.4 $ 3,697.7 $ 2,806.4 $ 2,811.4 Revolving Credit Facility On January 15, 2019, the Company amended its $2,000.0 unsecured credit facility (the “2016 Revolving Credit Facility”) with a $2,500.0 unsecured credit facility (“2019 Revolving Credit Facility”). The 2019 Revolving Credit Facility, which matures January 2024, increases the lenders’ aggregate commitments by and, consistent with the previous 2016 Revolving Credit Facility, gives the Company the ability to borrow at a spread over LIBOR. The Company may utilize the 2019 Revolving Credit Facility for general corporate purposes. At September 30, 2019 and December 31, 2018, there were borrowings under the 2019 Revolving Credit Facility. The carrying value of any borrowings under the 2019 Revolving Credit Facility would approximate their fair value due primarily to their market interest rates and would be classified as Level 2 in the fair value hierarchy (Note 16). The 2019 Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. At September 30, 2019, the Company was in compliance with the financial covenants under the 2019 Revolving Credit Facility. Commercial Paper Programs The Company has a commercial paper program pursuant to which the Company issues short-term unsecured commercial paper notes (“U.S. Commercial Paper” or “USCP Notes”) in one or more private placements in the United States (the “U.S. Commercial Paper Program”). The maturities of the USCP Notes vary, but may not exceed 397 days from the date of issue. The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis. The average interest rate on the U.S. Commercial Paper as of September 30, 2019 was 2.29% . The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also has a euro-commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”) pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The maturities of the ECP Notes will vary, but may not exceed 183 days from the date of issue. The ECP Notes are sold under customary terms in the euro-commercial paper market and may be issued at par or a discount therefrom or a premium thereto and bear varying interest rates on a fixed or floating basis. The ECP Notes may be issued in Euros, Sterling, U.S. Dollars or other currencies. As of September 30, 2019, the amount of ECP Notes outstanding was . Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. . The maximum aggregate principal amount outstanding of ECP Notes at any time remains at The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and are currently backstopped by the 2019 Revolving Credit Facility, as amounts undrawn under the Company’s 2019 Revolving Credit Facility are available to repay Commercial Paper, if necessary. Net proceeds of the issuances of the Commercial Paper are expected to be used for general corporate purposes. The Commercial Paper is classified as long-term debt in the accompanying Condensed Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s 2019 Revolving Credit Facility. The Commercial Paper is actively traded and is therefore classified as Level 1 in the fair value hierarchy (Note 16). The carrying value of Commercial Paper borrowings approximates their fair value. U.S. Senior Notes On January 9, 2019, the Company issued $500.0 principal amount of unsecured 4.350% Senior Notes due June 1, 2029 at 99.904 % of face value (the “2029 Senior Notes”). The 2029 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2029 Senior Notes is payable semiannually Senior Notes due in January 2019. On September 4, 2019, the Company commenced tender offers (“Tender Offers”) to purchase for cash any and all of the Company’s outstanding (i) $375.0 principal amount of its 3.125% Senior Notes due September 2021 (“2021 Senior Notes”) and (ii) $500.0 principal amount of its 4.00 % Senior Notes due February 2022 (“2022 Senior Notes”). On September 11, 2019, as a result of the Tender Offers, the Company accepted for payment $147.3 aggregate principal amount of the 2021 Senior Notes and $205.0 aggregate principal amount of the 2022 Senior Notes for 101.9% and 104.5% of par value, respectively (collectively, the “Tendered Notes”), plus accrued and unpaid interest to, but not including, the settlement date of the Tender Offers. The total consideration for the Tendered Notes was $368.8, which in addition to the Tendered Notes, included $13.4 of premiums and fees paid related to the early extinguishment of debt and $3.1 of accrued interest. For the three and nine months ended September 30, 2019, the Company recorded a loss on early debt extinguishment of $14.3 ($12.5 after-tax, or $0.04 per diluted share) within Loss on early extinguishment of debt on the accompanying Condensed Consolidated Statements of Income. This charge is primarily comprised of the premiums and fees incurred related to the Tendered Notes, along with the non-cash charge associated with the write-off of the remaining unamortized deferred debt issuance costs associated with the Tendered Notes. The remaining principal amounts associated with the 2021 Senior Notes and 2022 Senior Notes, which were not redeemed as a result of the Tender Offers, remain outstanding as of September 30, 2019, as noted in the table above. On September 10, 2019, the Company issued $900.0 principal amount of unsecured 2.800% Senior Notes due February 15, 2030 at 99.920 % of face value (the “2030 Senior Notes”). The 2030 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2030 Senior Notes is payable semiannually of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In September 2019, the Company used the net proceeds from the 2030 Senior Notes to fund the cash consideration payable in the Tender Offers, with the remaining net proceeds being used for general corporate purposes, including to partially reduce outstanding borrowings related to the U.S. Commercial Paper Program. All of the Company’s outstanding senior notes in the United States (“U.S. Senior Notes”) are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on each series of U.S. Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time subject to certain terms and conditions, which include paying 100 % of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase and, with certain exceptions, a make-whole premium. The fair value of each series of U.S. Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 16). T Senior Notes are due in April 2020 and are therefore recorded, net of the related unamortized discount and debt issuance costs, within Current portion of long-term debt in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2019. The U.S. Senior Notes contain certain financial and non-financial covenants. At September 30, 2019, the Company was in compliance with the financial covenants under its U.S. Senior Notes. Euro Senior Notes On October 8, 2018, the Euro Issuer issued €500.0 (approximately $574.6 at date of issuance) principal amount of unsecured 2.000% Senior Notes due October 8, 2028 at 99.498% of face value (the “2028 Euro Notes” or “2.000% Euro Senior Notes”) and collectively with the U.S. Senior Notes, “Senior Notes”). The 2028 Euro Notes are unsecured and rank equally in right of payment with the Euro Issuer’s other unsecured senior indebtedness, and are guaranteed on a senior unsecured basis by the Company. Interest on the 2028 Euro Notes is payable annually on October 8 of each year, commencing on October 8, 2019. The Company may, at its option, redeem some or all of the 2028 Euro Notes at any time by paying The fair value of the 2028 Euro Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 16). The Company used a portion of the net proceeds from the 2028 Euro Notes to repay a portion of the outstanding amounts under its Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes. The 2028 Euro Notes contain certain financial and non-financial covenants. At September 30, 2019, the Company was in compliance with the financial covenants under its 2028 Euro Notes. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes | |
Income Taxes | Note 14—Income Taxes Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Provision for income taxes $ (91.8) $ (100.0) $ (250.0) $ (280.8) Effective tax rate 24.5 % 23.8 % 22.9 % 24.3 % For the three months ended September 30, 2019 and 2018, stock option exercise activity had the impact of lowering our Provision for income taxes by approximately $1.6 and $7.0, respectively, and lowering our effective tax rate by approximately 40 basis points and 170 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. For the nine months ended September 30, 2019 and 2018, stock option exercise activity had the impact of lowering our Provision for income taxes by approximately $21.3 and $14.1, respectively, and lowering our effective tax rate by approximately 190 basis points and 120 basis points, respectively. In addition, during the three and nine months ended September 30, 2019, the loss on early extinguishment of debt also had the effect of increasing the effective tax rate by approximately 40 basis points and 10 basis points, respectively. On December 22, 2017, the United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”), marking a change from a worldwide tax system to a modified territorial tax system in the United States. As part of this change, the Tax Act, among other changes, provides for a transition tax on the accumulated unremitted foreign earnings and profits of the Company’s foreign subsidiaries (“Transition Tax”) and a reduction of the U.S. federal corporate income tax rate from . The Company finalized its accounting of the Tax Act in the fourth quarter of 2018. The Company paid its second annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2019, and will pay the balance of the Transition Tax over the remainder of the eight-year period ending 2025, as permitted under the Tax Act. The current and long-term portions of the Transition Tax are recorded in Accrued income taxes and Other long-term liabilities, respectively, on the Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018. 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 2014 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 tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. As of , which is included in Other long-term liabilities in the accompanying Condensed 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 approximately $41.7 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Leases | Note 15—Leases Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. The Company adopted Topic 842 effective January 1, 2019. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 2 and 12 years . The remaining leases consist primarily of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). As a practical expedient permitted under Topic 842, we have elected to account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost. Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. On January 1, 2019, the discount rate used on existing leases at adoption was determined based on the remaining lease term using available data as of that date. For new or renewed leases starting in 2019, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between . Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability) unless there is an economic, financial or business reason to do so. Operating Leases For the three and nine months ended September 30, 2019, total operating lease cost was $24.0 and $72.4 , respectively, both periods of which include an immaterial amount of variable lease cost, and is recorded in Cost of sales and Selling, general and administrative expenses, dependent on the nature of the leased asset. Other than variable lease cost, operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes: (i) the future minimum undiscounted lease payments under non-cancelable leases for the remainder of 2019 as well as each of the next five years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate leases, (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities recognized, and (iii) the lease-related account balances on our Condensed Consolidated Balance Sheets, all as of September 30, 2019: Operating Year Ending December 31, Leases 2019 (excluding the nine months ended September 30, 2019) $ 16.9 2020 52.5 2021 38.1 2022 26.0 2023 18.9 2024 14.2 Thereafter 37.9 Total future minimum lease payments $ 204.5 Less imputed interest (18.0) Total present value of future minimum lease payments $ 186.5 As of September 30, 2019 : Operating lease right-of-use assets (included in Intangibles, net and other long-term assets) $ 185.5 Other accrued expenses $ 53.6 Other long-term liabilities 132.9 Total operating lease liabilities $ 186.5 The following summarizes additional supplemental data related to our operating leases: Operating Nine Months Ended September 30, 2019 : Leases Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 66.7 Right-of-use assets obtained in exchange for lease liabilities $ 67.7 As of September 30, 2019 : Weighted Average Remaining Lease Term 5 years Weighted Average Discount Rate 3.3 % Lease contracts that we have executed but which have not yet commenced as of September 30, 2019 were not material, and are excluded from the tables above. The Company does not generally enter into leases involving the construction or design of the underlying asset, and nearly all of the assets we lease are not specialized in nature. Our lease agreements generally do not include residual value guarantees nor do we enter into sublease arrangements with external parties. Prior to January 1, 2019, the Company accounted for its leases in accordance with Topic 840, Leases Finance Leases In rare circumstances, the Company may enter into finance leases for specific equipment used in manufacturing, in which the Company takes ownership of the asset upon the end of the lease. The Company records its finance leases within Property, plant and equipment, Current portion of long-term debt and Long-term debt on the accompanying Condensed Consolidated Balance Sheets. The Company’s finance leases and related depreciation and interest expense, cash flows and impact on the Company’s condensed consolidated financial statements were not material individually or in the aggregate as of and for the three and nine months ended September 30, 2019. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 16—Fair Value Measurements Fair value is 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, derivative instruments and contingent consideration payments. 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 for 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 contingent consideration payment related to the SSI acquisition is valued using Level 3 unobservable inputs, such as probability weighted payout projections, within 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 September 30, 2019 and December 31, 2018 are as follows: Fair Value Measurements Quoted Prices in Significant Significant Active Markets Observable Unobservable for Identical Inputs Inputs Total Assets (Level 1) (Level 2) (Level 3) September 30, 2019: Short-term investments $ 17.4 $ 17.4 $ — $ — Forward contracts (2.7) — (2.7) — Contingent consideration (75.0) — — (75.0) Total $ (60.3) $ 17.4 $ (2.7) $ (75.0) December 31, 2018: Short-term investments $ 12.4 $ 12.4 $ — $ — Forward contracts 2.4 — 2.4 — Total $ 14.8 $ 12.4 $ 2.4 $ — With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition accounting, the Company does not have any other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis. The amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange rate forward contracts and the amount reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss) in the accompanying Condensed Consolidated Statements of Income during the three and nine months ended September 30, 2019 and 2018 were not material. The fair values of the forward contracts are recorded within Other current assets, Intangibles, net and other long-term assets, Other accrued expenses or Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets, depending on their value and remaining contractual period. |
Leases (Policy)
Leases (Policy) | 9 Months Ended |
Sep. 30, 2019 | |
Lessee, Leases | Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. The Company adopted Topic 842 effective January 1, 2019. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 2 and 12 years . The remaining leases consist primarily of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). As a practical expedient permitted under Topic 842, we have elected to account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost. Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. On January 1, 2019, the discount rate used on existing leases at adoption was determined based on the remaining lease term using available data as of that date. For new or renewed leases starting in 2019, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between . Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability) unless there is an economic, financial or business reason to do so. |
Real Estate Leases [Member] | |
Separation of Lease and Nonlease Components | Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. The Company adopted Topic 842 effective January 1, 2019. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 2 and 12 years . The remaining leases consist primarily of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). As a practical expedient permitted under Topic 842, we have elected to account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue Recognition | |
Schedule of disaggregation of net sales | Interconnect Products Cable Products Total Reportable and Assemblies and Solutions Business Segments Three Months Ended September 30: 2019 2018 2019 2018 2019 2018 Net sales by: Sales channel: End customers and contract manufacturers $ 1,710.1 $ 1,725.9 $ 80.0 $ 89.0 $ 1,790.1 $ 1,814.9 Distributors and resellers 290.7 293.4 19.8 20.7 310.5 314.1 $ 2,000.8 $ 2,019.3 $ 99.8 $ 109.7 $ 2,100.6 $ 2,129.0 Geography: United States $ 613.6 $ 517.9 $ 54.3 $ 54.1 $ 667.9 $ 572.0 China 593.2 696.9 1.3 1.4 594.5 698.3 Other foreign locations 794.0 804.5 44.2 54.2 838.2 858.7 $ 2,000.8 $ 2,019.3 $ 99.8 $ 109.7 $ 2,100.6 $ 2,129.0 Nine Months Ended September 30: Net sales by: Sales channel: End customers and contract manufacturers $ 4,944.2 $ 4,828.9 $ 220.3 $ 242.8 $ 5,164.5 $ 5,071.7 Distributors and resellers 844.8 830.6 65.1 75.0 909.9 905.6 $ 5,789.0 $ 5,659.5 $ 285.4 $ 317.8 $ 6,074.4 $ 5,977.3 Geography: United States $ 1,736.3 $ 1,519.5 $ 143.3 $ 155.8 $ 1,879.6 $ 1,675.3 China 1,656.1 1,760.0 4.1 3.3 1,660.2 1,763.3 Other foreign locations 2,396.6 2,380.0 138.0 158.7 2,534.6 2,538.7 $ 5,789.0 $ 5,659.5 $ 285.4 $ 317.8 $ 6,074.4 $ 5,977.3 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventories | |
Schedule of Inventories | September 30, December 31, 2019 2018 Raw materials and supplies $ 508.6 $ 463.6 Work in process 388.7 371.1 Finished goods 376.2 399.1 $ 1,273.5 $ 1,233.8 |
Reportable Business Segments (T
Reportable Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Reportable Business Segments | |
Schedule of segment reporting information by segment | Interconnect Products Cable Products Total Reportable and Assemblies and Solutions Business Segments Three Months Ended September 30: 2019 2018 2019 2018 2019 2018 Net sales: External $ 2,000.8 $ 2,019.3 $ 99.8 $ 109.7 $ 2,100.6 $ 2,129.0 Intersegment 11.9 3.8 11.7 8.1 23.6 11.9 Segment operating income 433.9 458.1 10.2 14.4 444.1 472.5 Nine Months Ended September 30: Net sales: External $ 5,789.0 $ 5,659.5 $ 285.4 $ 317.8 $ 6,074.4 $ 5,977.3 Intersegment 22.9 9.6 40.8 25.1 63.7 34.7 Segment operating income 1,272.4 1,268.9 29.3 40.4 1,301.7 1,309.3 |
Schedule of the reconciliation of segment operating income to consolidated income before income taxes | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Segment operating income $ 444.1 $ 472.5 $ 1,301.7 $ 1,309.3 Interest expense (29.7) (24.8) (89.5) (75.3) Loss on early extinguishment of debt (14.3) — (14.3) — Other income, net 4.5 0.2 7.6 2.5 Stock-based compensation expense (16.6) (14.4) (46.4) (40.4) Acquisition-related expenses — — (25.4) — Other operating expenses (13.9) (13.9) (40.5) (39.6) Income before income taxes $ 374.1 $ 419.6 $ 1,093.2 $ 1,156.5 |
Shareholders' Equity and Nonc_2
Shareholders' Equity and Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Shareholders' Equity and Noncontrolling Interests | |
Rollforward of consolidated changes in equity | A rollforward of consolidated changes in equity for the three months ended September 30, 2019 is as follows: Amphenol Corporation Shareholders Accumulated Common Stock Treasury Stock Other Shares Shares Additional Retained Comprehensive Noncontrolling Total (in millions) Amount (in millions) Amount Paid-In Capital Earnings Loss Interests Equity Balance as of June 30, 2019 298.4 $ 0.3 (1.2) $ (101.5) $ 1,541.8 $ 3,104.6 $ (396.9) $ 54.9 $ 4,203.2 Net income 280.3 2.0 282.3 Other comprehensive income (loss) (96.8) (1.9) (98.7) Acquisitions resulting in noncontrolling interest 1.2 1.2 Distributions to shareholders of noncontrolling interests (0.4) (0.4) Purchase of treasury stock (1.7) (150.0) (150.0) Retirement of treasury stock (1.7) — 1.7 150.0 (150.0) — Stock options exercised 0.5 — 0.1 5.9 27.2 (2.2) 30.9 Dividends declared ($0.25 per common share) (74.0) (74.0) Stock-based compensation expense 16.6 16.6 Balance as of September 30, 2019 297.2 $ 0.3 (1.1) $ (95.6) $ 1,585.6 $ 3,158.7 $ (493.7) $ 55.8 $ 4,211.1 A rollforward of consolidated changes in equity for the nine months ended September 30, 2019 is as follows: Amphenol Corporation Shareholders Accumulated Common Stock Treasury Stock Other Shares Shares Additional Retained Comprehensive Noncontrolling Total (in millions) Amount (in millions) Amount Paid-In Capital Earnings Loss Interests Equity Balance as of December 31, 2018 299.2 $ 0.3 (0.7) $ (55.0) $ 1,433.2 $ 3,028.7 $ (390.2) $ 47.2 $ 4,064.2 Net income 836.3 6.9 843.2 Other comprehensive income (loss) (103.5) (2.0) (105.5) Acquisitions resulting in noncontrolling interest 11.2 11.2 Purchase of noncontrolling interest (17.5) (3.9) (21.4) Distributions to shareholders of noncontrolling interests (3.6) (3.6) Purchase of treasury stock (6.1) (558.7) (558.7) Retirement of treasury stock (5.1) — 5.1 471.1 (471.1) — Stock options exercised 3.1 — 0.6 47.0 123.5 (24.4) 146.1 Dividends declared ($0.71 per common share) (210.8) (210.8) Stock-based compensation expense 46.4 46.4 Balance as of September 30, 2019 297.2 $ 0.3 (1.1) $ (95.6) $ 1,585.6 $ 3,158.7 $ (493.7) $ 55.8 $ 4,211.1 A rollforward of consolidated changes in equity for the three months ended September 30, 2018 is as follows: Amphenol Corporation Shareholders Accumulated Common Stock Treasury Stock Other Shares Shares Additional Retained Comprehensive Noncontrolling Total (in millions) Amount (in millions) Amount Paid-In Capital Earnings Loss Interests Equity Balance as of June 30, 2018 299.7 $ 0.3 — $ — $ 1,326.2 $ 2,723.3 $ (288.7) $ 51.5 $ 3,812.6 Net income 316.6 3.0 319.6 Other comprehensive income (loss) (48.6) (1.7) (50.3) Purchase of noncontrolling interest (2.3) (5.4) (7.7) Distributions to shareholders of noncontrolling interests (3.0) (3.0) Purchase of treasury stock (0.4) (34.8) (34.8) Retirement of treasury stock (0.4) — 0.4 34.8 (34.8) — Stock options exercised 2.0 — 71.8 71.8 Dividends declared ($0.23 per common share) (69.3) (69.3) Stock-based compensation expense 14.4 14.4 Balance as of September 30, 2018 301.3 $ 0.3 — $ — $ 1,410.1 $ 2,935.8 $ (337.3) $ 44.4 $ 4,053.3 A rollforward of consolidated changes in equity for the nine months ended September 30, 2018 is as follows: Amphenol Corporation Shareholders Accumulated Common Stock Treasury Stock Other Shares Shares Additional Retained Comprehensive Noncontrolling Total (in millions) Amount (in millions) Amount Paid-In Capital Earnings Loss Interests Equity Balance as of December 31, 2017 305.7 $ 0.3 — $ — $ 1,249.0 $ 2,941.5 $ (201.0) $ 53.6 $ 4,043.4 Cumulative effect of adoption of revenue recognition standard 3.2 3.2 Net income 866.9 8.8 875.7 Other comprehensive income (loss) (136.3) (2.7) (139.0) Acquisitions resulting in noncontrolling interest 0.3 0.3 Purchase of noncontrolling interest (2.3) (5.4) (7.7) Distributions to shareholders of noncontrolling interests (10.2) (10.2) Purchase of treasury stock (7.7) (680.2) (680.2) Retirement of treasury stock (7.7) — 7.7 680.2 (680.2) — Stock options exercised 3.3 — 123.0 123.0 Dividends declared ($0.65 per common share) (195.6) (195.6) Stock-based compensation expense 40.4 40.4 Balance as of September 30, 2018 301.3 $ 0.3 — $ — $ 1,410.1 $ 2,935.8 $ (337.3) $ 44.4 $ 4,053.3 |
Schedules of dividends | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Dividends declared $ 74.0 $ 69.3 $ 210.8 $ 195.6 Dividends paid (including those declared in the prior year) 68.3 69.0 205.5 184.4 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share | |
Schedule of the reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding | Three Months Ended September 30, Nine Months Ended September 30, (dollars and shares in millions, except per share data) 2019 2018 2019 2018 Net income attributable to Amphenol Corporation shareholders $ 280.3 $ 316.6 $ 836.3 $ 866.9 Basic weighted average common shares outstanding 296.6 300.5 297.6 301.7 Effect of dilutive stock options 9.6 11.9 10.2 11.9 Diluted weighted average common shares outstanding 306.2 312.4 307.8 313.6 Earnings per share attributable to Amphenol Corporation shareholders: Basic $ 0.95 $ 1.05 $ 2.81 $ 2.87 Diluted $ 0.92 $ 1.01 $ 2.72 $ 2.76 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stock-Based Compensation | |
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, 2019 35,550,668 $ 59.77 6.81 $ 798.6 Options granted 40,000 78.12 Options exercised (1,269,121) 37.30 Options forfeited (40,440) 75.17 Options outstanding at March 31, 2019 34,281,107 60.60 6.67 1,160.0 Options granted 6,105,700 89.55 Options exercised (1,816,225) 38.18 Options forfeited (55,020) 78.67 Options outstanding at June 30, 2019 38,515,562 66.22 7.08 1,144.7 Options granted 31,000 96.82 Options exercised (589,497) 50.17 Options forfeited (70,910) 77.80 Options outstanding at September 30, 2019 37,886,155 $ 66.47 6.86 $ 1,137.6 Vested and non-vested options expected to vest at September 30, 2019 35,657,175 $ 65.79 6.78 $ 1,095.1 Exercisable options at September 30, 2019 18,810,385 $ 53.76 5.43 $ 804.0 |
Summary of status of non-vested options and changes during the year | Weighted Average Fair Value at Options Grant Date Non-vested options at January 1, 2019 19,289,500 $ 9.73 Options granted 40,000 10.48 Options vested (61,900) 8.27 Options forfeited (40,440) 9.74 Non-vested options at March 31, 2019 19,227,160 9.74 Options granted 6,105,700 12.27 Options vested (6,061,740) 9.19 Options forfeited (55,020) 10.87 Non-vested options at June 30, 2019 19,216,100 10.71 Options granted 31,000 12.85 Options vested (100,420) 8.78 Options forfeited (70,910) 10.58 Non-vested options at September 30, 2019 19,075,770 $ 10.72 |
Summary of activity in the option plans | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Total intrinsic value of stock options exercised $ 27.0 $ 111.8 $ 207.4 $ 181.1 Total fair value of stock options vested 0.9 0.9 57.1 50.9 |
Schedule of restricted share activity | Weighted Average Remaining Restricted Fair Value at Amortization Shares Grant Date Term (in years) Restricted shares outstanding at January 1, 2019 14,873 $ 87.89 0.39 Restricted shares granted — — Restricted shares outstanding at March 31, 2019 14,873 87.89 0.14 Shares vested and issued (14,873) 87.89 Restricted shares granted 14,304 89.49 Restricted shares outstanding at June 30, 2019 14,304 89.49 0.89 Restricted shares granted — — Restricted shares outstanding at September 30, 2019 14,304 $ 89.49 0.64 |
Benefit Plans and Other Postr_2
Benefit Plans and Other Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Benefit Plans and Other Postretirement Benefits | |
Schedule of components of net pension expense | Pension Benefits Three Months Ended September 30: 2019 2018 Service cost $ 2.0 $ 1.8 Interest cost 5.4 4.9 Expected return on plan assets (9.2) (9.6) Amortization of prior service cost 0.4 0.6 Amortization of net actuarial losses 4.6 5.8 Net pension expense $ 3.2 $ 3.5 Nine Months Ended September 30: Service cost $ 5.5 $ 5.6 Interest cost 16.2 14.7 Expected return on plan assets (27.8) (28.9) Amortization of prior service cost 1.3 1.8 Amortization of net actuarial losses 13.9 17.5 Net pension expense $ 9.1 $ 10.7 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Other Intangible Assets | |
Schedule of changes in the carrying amount of goodwill by segment | Interconnect Cable Products and Products and Assemblies Solutions Total Goodwill at December 31, 2018 $ 3,956.7 $ 146.5 $ 4,103.2 Acquisition-related 703.5 10.6 714.1 Foreign currency translation (67.3) — (67.3) Goodwill at September 30, 2019 $ 4,592.9 $ 157.1 $ 4,750.0 |
Summary of the Company's intangible assets | September 30, 2019 December 31, 2018 Weighted Gross Net Gross Net Average Carrying Accumulated Carrying Carrying Accumulated Carrying Life (years) Amount Amortization Amount Amount Amortization Amount Customer relationships 9 $ 440.3 $ 260.6 $ 179.7 $ 399.2 $ 234.7 $ 164.5 Proprietary technology 11 155.9 70.6 85.3 107.5 60.5 47.0 Backlog and other 2 49.7 49.4 0.3 34.0 33.7 0.3 Total intangible assets (definite-lived) 9 645.9 380.6 265.3 540.7 328.9 211.8 Trade names (indefinite-lived) 186.1 186.1 186.1 186.1 $ 832.0 $ 380.6 $ 451.4 $ 726.8 $ 328.9 $ 397.9 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt | |
Schedule of debt | September 30, 2019 December 31, 2018 Carrying Approximate Carrying Approximate Amount Fair Value Amount Fair Value Revolving Credit Facility $ — $ — $ — $ — U.S. Commercial Paper Program 475.8 475.8 554.5 554.5 Euro Commercial Paper Program 277.9 277.9 68.8 68.8 2.55% Senior Notes due January 2019 — — 750.0 749.4 2.20% Senior Notes due April 2020 399.9 400.0 399.9 395.5 3.125% Senior Notes due September 2021 227.6 231.0 374.9 374.2 4.00% Senior Notes due February 2022 294.8 305.8 499.6 508.8 3.20% Senior Notes due April 2024 349.7 362.3 349.7 334.5 2.000% Euro Senior Notes due October 2028 542.5 611.3 570.5 572.8 4.350% Senior Notes due June 2029 499.6 554.1 — — 2.800% Senior Notes due February 2030 899.3 876.8 — — Notes payable to foreign banks and other debt 6.5 6.5 16.6 16.6 Less unamortized deferred debt issuance costs (24.5) — (13.8) — Total debt 3,949.1 4,101.5 3,570.7 3,575.1 Less current portion 403.7 403.8 764.3 763.7 Total long-term debt $ 3,545.4 $ 3,697.7 $ 2,806.4 $ 2,811.4 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes | |
Schedule of provision for income taxes and effective tax rate | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Provision for income taxes $ (91.8) $ (100.0) $ (250.0) $ (280.8) Effective tax rate 24.5 % 23.8 % 22.9 % 24.3 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Schedule reconciling undiscounted operating lease payments to operating lease liability | Operating Year Ending December 31, Leases 2019 (excluding the nine months ended September 30, 2019) $ 16.9 2020 52.5 2021 38.1 2022 26.0 2023 18.9 2024 14.2 Thereafter 37.9 Total future minimum lease payments $ 204.5 Less imputed interest (18.0) Total present value of future minimum lease payments $ 186.5 As of September 30, 2019 : Operating lease right-of-use assets (included in Intangibles, net and other long-term assets) $ 185.5 Other accrued expenses $ 53.6 Other long-term liabilities 132.9 Total operating lease liabilities $ 186.5 |
Additional supplemental Data related to operating leases | The following summarizes additional supplemental data related to our operating leases: Operating Nine Months Ended September 30, 2019 : Leases Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 66.7 Right-of-use assets obtained in exchange for lease liabilities $ 67.7 As of September 30, 2019 : Weighted Average Remaining Lease Term 5 years Weighted Average Discount Rate 3.3 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Fair values of financial and non-financial assets and liabilities | Fair Value Measurements Quoted Prices in Significant Significant Active Markets Observable Unobservable for Identical Inputs Inputs Total Assets (Level 1) (Level 2) (Level 3) September 30, 2019: Short-term investments $ 17.4 $ 17.4 $ — $ — Forward contracts (2.7) — (2.7) — Contingent consideration (75.0) — — (75.0) Total $ (60.3) $ 17.4 $ (2.7) $ (75.0) December 31, 2018: Short-term investments $ 12.4 $ 12.4 $ — $ — Forward contracts 2.4 — 2.4 — Total $ 14.8 $ 12.4 $ 2.4 $ — |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements | |||
Operating lease right-of-use assets (included in Intangibles, net and other long-term assets) | $ 185.5 | ||
Lease liabilities | 186.5 | ||
Retained earnings | $ 3,158.7 | $ 3,028.7 | |
Lease, practical expedient | true | ||
Impact of ASU 2016-02 | |||
New Accounting Pronouncements | |||
Operating lease right-of-use assets (included in Intangibles, net and other long-term assets) | $ 180 | ||
Lease liabilities | 180 | ||
Retained earnings | $ 0 |
Revenue Recognition (Details)
Revenue Recognition (Details) - item | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue recognition | ||||
Remaining performance obligation, expected timing for substantial portion of performance obligations | 3 months | |||
Practical expedient, performance obligation | true | |||
Minimum | ||||
Revenue recognition | ||||
Number of reporting periods that may be extended across for multiple delivery dates | 1 | |||
Maximum | ||||
Revenue recognition | ||||
Percentage of net sales recognized over time | 5.00% | 5.00% | 5.00% | 5.00% |
Remaining performance obligation, expected timing for nearly all performance obligations | 1 year |
Revenue Recognition, Disaggrega
Revenue Recognition, Disaggregation of Net Sales (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue recognition | ||||
Net sales | $ 2,100.6 | $ 2,129 | $ 6,074.4 | $ 5,977.3 |
United States | ||||
Revenue recognition | ||||
Net sales | 667.9 | 572 | 1,879.6 | 1,675.3 |
China | ||||
Revenue recognition | ||||
Net sales | 594.5 | 698.3 | 1,660.2 | 1,763.3 |
Other foreign locations | ||||
Revenue recognition | ||||
Net sales | 838.2 | 858.7 | 2,534.6 | 2,538.7 |
End customers and contract manufacturers | ||||
Revenue recognition | ||||
Net sales | 1,790.1 | 1,814.9 | 5,164.5 | 5,071.7 |
Distributors and resellers | ||||
Revenue recognition | ||||
Net sales | 310.5 | 314.1 | 909.9 | 905.6 |
Interconnect Products and Assemblies | ||||
Revenue recognition | ||||
Net sales | 2,000.8 | 2,019.3 | 5,789 | 5,659.5 |
Interconnect Products and Assemblies | United States | ||||
Revenue recognition | ||||
Net sales | 613.6 | 517.9 | 1,736.3 | 1,519.5 |
Interconnect Products and Assemblies | China | ||||
Revenue recognition | ||||
Net sales | 593.2 | 696.9 | 1,656.1 | 1,760 |
Interconnect Products and Assemblies | Other foreign locations | ||||
Revenue recognition | ||||
Net sales | 794 | 804.5 | 2,396.6 | 2,380 |
Interconnect Products and Assemblies | End customers and contract manufacturers | ||||
Revenue recognition | ||||
Net sales | 1,710.1 | 1,725.9 | 4,944.2 | 4,828.9 |
Interconnect Products and Assemblies | Distributors and resellers | ||||
Revenue recognition | ||||
Net sales | 290.7 | 293.4 | 844.8 | 830.6 |
Cable Products and Solutions | ||||
Revenue recognition | ||||
Net sales | 99.8 | 109.7 | 285.4 | 317.8 |
Cable Products and Solutions | United States | ||||
Revenue recognition | ||||
Net sales | 54.3 | 54.1 | 143.3 | 155.8 |
Cable Products and Solutions | China | ||||
Revenue recognition | ||||
Net sales | 1.3 | 1.4 | 4.1 | 3.3 |
Cable Products and Solutions | Other foreign locations | ||||
Revenue recognition | ||||
Net sales | 44.2 | 54.2 | 138 | 158.7 |
Cable Products and Solutions | End customers and contract manufacturers | ||||
Revenue recognition | ||||
Net sales | 80 | 89 | 220.3 | 242.8 |
Cable Products and Solutions | Distributors and resellers | ||||
Revenue recognition | ||||
Net sales | $ 19.8 | $ 20.7 | $ 65.1 | $ 75 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Inventories | ||
Raw materials and supplies | $ 508.6 | $ 463.6 |
Work in process | 388.7 | 371.1 |
Finished goods | 376.2 | 399.1 |
Inventories | $ 1,273.5 | $ 1,233.8 |
Reportable Business Segments, S
Reportable Business Segments, Segment Results (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | |
Segment reporting information | ||||
Number of reportable business segments | segment | 2 | |||
Net sales | $ 2,100.6 | $ 2,129 | $ 6,074.4 | $ 5,977.3 |
Operating income | 413.6 | 444.2 | 1,189.4 | 1,229.3 |
Interconnect Products and Assemblies | ||||
Segment reporting information | ||||
Net sales | 2,000.8 | 2,019.3 | 5,789 | 5,659.5 |
Cable Products and Solutions | ||||
Segment reporting information | ||||
Net sales | 99.8 | 109.7 | 285.4 | 317.8 |
Operating Segment | ||||
Segment reporting information | ||||
Net sales | 2,100.6 | 2,129 | 6,074.4 | 5,977.3 |
Operating income | 444.1 | 472.5 | 1,301.7 | 1,309.3 |
Operating Segment | Interconnect Products and Assemblies | ||||
Segment reporting information | ||||
Net sales | 2,000.8 | 2,019.3 | 5,789 | 5,659.5 |
Operating income | 433.9 | 458.1 | 1,272.4 | 1,268.9 |
Operating Segment | Cable Products and Solutions | ||||
Segment reporting information | ||||
Net sales | 99.8 | 109.7 | 285.4 | 317.8 |
Operating income | 10.2 | 14.4 | 29.3 | 40.4 |
Inter-Segment | ||||
Segment reporting information | ||||
Net sales | 23.6 | 11.9 | 63.7 | 34.7 |
Inter-Segment | Interconnect Products and Assemblies | ||||
Segment reporting information | ||||
Net sales | 11.9 | 3.8 | 22.9 | 9.6 |
Inter-Segment | Cable Products and Solutions | ||||
Segment reporting information | ||||
Net sales | $ 11.7 | $ 8.1 | $ 40.8 | $ 25.1 |
Reportable Business Segments, R
Reportable Business Segments, Reconciliation of Segment Operating Income to Consolidated Income Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information | ||||
Operating income | $ 413.6 | $ 444.2 | $ 1,189.4 | $ 1,229.3 |
Interest expense | (29.7) | (24.8) | (89.5) | (75.3) |
Loss on early extinguishment of debt | (14.3) | 0 | (14.3) | 0 |
Other income, net | 4.5 | 0.2 | 7.6 | 2.5 |
Stock-based compensation expense | (16.6) | (14.4) | (46.4) | (40.4) |
Acquisition-related expenses | 0 | 0 | (25.4) | 0 |
Other operating expenses | (13.9) | (13.9) | (40.5) | (39.6) |
Income before income taxes | 374.1 | 419.6 | 1,093.2 | 1,156.5 |
Operating Segment | ||||
Segment Reporting Information | ||||
Operating income | $ 444.1 | $ 472.5 | $ 1,301.7 | $ 1,309.3 |
Shareholders' Equity and Nonc_3
Shareholders' Equity and Noncontrolling Interests (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jul. 23, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 01, 2018 |
Increase (Decrease) In Shareholders' Equity | ||||||
Balance at beginning of period | $ 4,203.2 | $ 3,812.6 | $ 4,064.2 | $ 4,043.4 | ||
Net income | 282.3 | 319.6 | 843.2 | 875.7 | ||
Other comprehensive income (loss) | (98.7) | (50.3) | (105.5) | (139) | ||
Acquisition resulting in noncontrolling interest | 1.2 | 11.2 | 0.3 | |||
Purchase of noncontrolling interest | (7.7) | (21.4) | (7.7) | |||
Distributions to shareholders of noncontrolling interests | (0.4) | (3) | (3.6) | (10.2) | ||
Purchase of treasury stock | (150) | (34.8) | (558.7) | (680.2) | ||
Retirement of treasury stock | 0 | 0 | 0 | 0 | ||
Stock options exercised | 30.9 | 71.8 | 146.1 | 123 | ||
Dividends declared | (74) | (69.3) | (210.8) | (195.6) | ||
Stock-based compensation expense | 16.6 | 14.4 | 46.4 | 40.4 | ||
Balance at end of period | $ 4,211.1 | $ 4,053.3 | $ 4,211.1 | $ 4,053.3 | ||
Dividends [Abstract] | ||||||
Dividends declared per share (in dollars per share) | $ 0.25 | $ 0.25 | $ 0.23 | $ 0.71 | $ 0.65 | |
Common Stock | ||||||
Increase (Decrease) In Shareholders' Equity | ||||||
Balance (in shares) | 298.4 | 299.7 | 299.2 | 305.7 | ||
Balance at beginning of period | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | ||
Retirement of treasury stock | $ 0 | $ 0 | $ 0 | $ 0 | ||
Number of treasury shares retired | 1.7 | 0.4 | 5.1 | 7.7 | ||
Stock options exercised | $ 0 | $ 0 | $ 0 | $ 0 | ||
Stock options exercised (in shares) | 0.5 | 2 | 3.1 | 3.3 | ||
Balance (in shares) | 297.2 | 301.3 | 297.2 | 301.3 | ||
Balance at end of period | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | ||
Additional Paid-In Capital | ||||||
Increase (Decrease) In Shareholders' Equity | ||||||
Balance at beginning of period | 1,541.8 | 1,326.2 | 1,433.2 | 1,249 | ||
Purchase of noncontrolling interest | (2.3) | (17.5) | (2.3) | |||
Stock options exercised | 27.2 | 71.8 | 123.5 | 123 | ||
Stock-based compensation expense | 16.6 | 14.4 | 46.4 | 40.4 | ||
Balance at end of period | 1,585.6 | 1,410.1 | 1,585.6 | 1,410.1 | ||
Retained Earnings | ||||||
Increase (Decrease) In Shareholders' Equity | ||||||
Balance at beginning of period | 3,104.6 | 2,723.3 | 3,028.7 | 2,941.5 | ||
Net income | 280.3 | 316.6 | 836.3 | 866.9 | ||
Retirement of treasury stock | (150) | (34.8) | (471.1) | (680.2) | ||
Stock options exercised | (2.2) | (24.4) | ||||
Dividends declared | (74) | (69.3) | (210.8) | (195.6) | ||
Balance at end of period | 3,158.7 | 2,935.8 | 3,158.7 | 2,935.8 | ||
Accumulated Other Comprehensive Loss | ||||||
Increase (Decrease) In Shareholders' Equity | ||||||
Balance at beginning of period | (396.9) | (288.7) | (390.2) | (201) | ||
Other comprehensive income (loss) | (96.8) | (48.6) | (103.5) | (136.3) | ||
Balance at end of period | (493.7) | (337.3) | (493.7) | (337.3) | ||
Treasury Stock | ||||||
Increase (Decrease) In Shareholders' Equity | ||||||
Balance at beginning of period | $ (101.5) | $ 0 | $ (55) | $ 0 | ||
Balance (in shares) | (1.2) | 0 | (0.7) | 0 | ||
Purchase of treasury stock | $ (150) | $ (34.8) | $ (558.7) | $ (680.2) | ||
Purchase of treasury stock (in shares) | (1.7) | (0.4) | (6.1) | (7.7) | ||
Retirement of treasury stock | $ 150 | $ 34.8 | $ 471.1 | $ 680.2 | ||
Number of treasury shares retired | 1.7 | 0.4 | 5.1 | 7.7 | ||
Stock options exercised | $ 5.9 | $ 47 | ||||
Stock options exercised (in shares) | 0.1 | 0.6 | ||||
Balance at end of period | $ (95.6) | $ 0 | $ (95.6) | $ 0 | ||
Balance (in shares) | (1.1) | 0 | (1.1) | 0 | ||
Noncontrolling Interests | ||||||
Increase (Decrease) In Shareholders' Equity | ||||||
Balance at beginning of period | $ 54.9 | $ 51.5 | $ 47.2 | $ 53.6 | ||
Net income | 2 | 3 | 6.9 | 8.8 | ||
Other comprehensive income (loss) | (1.9) | (1.7) | (2) | (2.7) | ||
Acquisition resulting in noncontrolling interest | 1.2 | 11.2 | 0.3 | |||
Purchase of noncontrolling interest | (5.4) | (3.9) | (5.4) | |||
Distributions to shareholders of noncontrolling interests | (0.4) | (3) | (3.6) | (10.2) | ||
Balance at end of period | $ 55.8 | $ 44.4 | $ 55.8 | $ 44.4 | ||
Impact of ASU 2014-09 | ||||||
Increase (Decrease) In Shareholders' Equity | ||||||
Cumulative effect of adoption of revenue recognition standard | $ 3.2 | |||||
Impact of ASU 2014-09 | Retained Earnings | ||||||
Increase (Decrease) In Shareholders' Equity | ||||||
Cumulative effect of adoption of revenue recognition standard | $ 3.2 |
Shareholders' Equity and Nonc_4
Shareholders' Equity and Noncontrolling Interests, Stock Repurchase (Details) - USD ($) $ in Millions | Apr. 24, 2018 | Jan. 24, 2017 | Oct. 22, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 |
Shareholders' Equity | ||||||||||
Treasury stock retired (in dollars) | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Payments for shares repurchased and retained in treasury stock (in dollars) | $ 150 | $ 34.8 | $ 558.7 | $ 680.2 | ||||||
2018 Stock Repurchase Program and 2017 Stock Repurchase Program | ||||||||||
Shareholders' Equity | ||||||||||
Number of shares repurchased and retired | 7,700,000 | |||||||||
Payments for shares repurchased and retired (in dollars) | $ 680.2 | |||||||||
2018 Stock Repurchase Program | ||||||||||
Shareholders' Equity | ||||||||||
Value of shares authorized to be repurchased (in dollars) | $ 2,000 | |||||||||
Repurchase of stock program, period | 3 years | |||||||||
Number of shares repurchased | 1,700,000 | 6,100,000 | ||||||||
Payments for shares repurchased (in dollars) | $ 150 | $ 558.7 | ||||||||
Number of treasury shares retired | 5,100,000 | |||||||||
Treasury stock retired (in dollars) | $ 471.1 | |||||||||
Number of shares repurchased and retained in treasury stock | 1,000,000 | |||||||||
Payments for shares repurchased and retained in treasury stock (in dollars) | $ 87.6 | |||||||||
Number of shares repurchased and retired | 3,500,000 | |||||||||
Payments for shares repurchased and retired (in dollars) | $ 298.2 | |||||||||
2017 Stock Repurchase Program | ||||||||||
Shareholders' Equity | ||||||||||
Value of shares authorized to be repurchased (in dollars) | $ 1,000 | |||||||||
Repurchase of stock program, period | 2 years | |||||||||
Number of shares repurchased and retired | 4,200,000 | 12,600,000 | ||||||||
Payments for shares repurchased and retired (in dollars) | $ 382 | $ 1,000 | ||||||||
Subsequent Event | 2018 Stock Repurchase Program | ||||||||||
Shareholders' Equity | ||||||||||
Number of shares repurchased and retired | 0 | |||||||||
Value of shares remaining that may be repurchased under the stock repurchase program (in dollars) | $ 888.1 |
Shareholders' Equity and Nonc_5
Shareholders' Equity and Noncontrolling Interests, Dividends (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Shareholders' Equity and Noncontrolling Interests | ||||
Dividends declared | $ 74 | $ 69.3 | $ 210.8 | $ 195.6 |
Dividends paid (including those declared in the prior year) | $ 68.3 | $ 69 | $ 205.5 | $ 184.4 |
Earnings Per Share, Reconciliat
Earnings Per Share, Reconciliation (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share | ||||
Net income attributable to Amphenol Corporation shareholders | $ 280.3 | $ 316.6 | $ 836.3 | $ 866.9 |
Basic weighted average common shares outstanding (in shares) | 296.6 | 300.5 | 297.6 | 301.7 |
Effect of dilutive stock options (in shares) | 9.6 | 11.9 | 10.2 | 11.9 |
Diluted weighted average common shares outstanding (in shares) | 306.2 | 312.4 | 307.8 | 313.6 |
Earnings per share attributable to Amphenol Corporation shareholders: | ||||
Basic (in dollars per share) | $ 0.95 | $ 1.05 | $ 2.81 | $ 2.87 |
Diluted (in dollars per share) | $ 0.92 | $ 1.01 | $ 2.72 | $ 2.76 |
Anti-dilutive common shares | ||||
Anti-dilutive stock options, excluded from the computations of earning per share (in shares) | 12.2 | 6.1 | 8.6 | 2.5 |
Stock-Based Compensation, Stock
Stock-Based Compensation, Stock-based Comp Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock-Based Compensation | ||||
Expense incurred for stock-based compensation plans | $ 16.6 | $ 14.4 | $ 46.4 | $ 40.4 |
Recognized tax benefit related to stock-based compensation | 3.6 | 8.9 | 27.1 | 19.7 |
Excess tax benefit from option exercises | $ 1.6 | $ 7 | $ 21.3 | $ 14.1 |
Stock-Based Compensation, Sto_2
Stock-Based Compensation, Stock Options (Details) | 9 Months Ended |
Sep. 30, 2019shares | |
2009 Employee Option Plan | |
Stock-Based Compensation | |
Number of additional stock options that will be granted (in shares) | 0 |
Options ratable vesting period | 5 years |
Options exercisable period | 10 years |
2017 Employee Option Plan | |
Stock-Based Compensation | |
Common Stock reserved for issuance | 30,000,000 |
Shares available for the granting of additional stock options | 10,943,910 |
Options ratable vesting period | 5 years |
Options exercisable period | 10 years |
2004 Directors Option Plan | |
Stock-Based Compensation | |
Options exercisable period | 10 years |
Stock-Based Compensation, Sto_3
Stock-Based Compensation, Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Stock option activity | |||||
Options outstanding at the beginning of the period (in shares) | 38,515,562 | 34,281,107 | 35,550,668 | 35,550,668 | |
Options granted (in shares) | 31,000 | 6,105,700 | 40,000 | ||
Options exercised (in shares) | (589,497) | (1,816,225) | (1,269,121) | ||
Options forfeited (in shares) | (70,910) | (55,020) | (40,440) | ||
Options outstanding at the end of the period (in shares) | 37,886,155 | 38,515,562 | 34,281,107 | 37,886,155 | 35,550,668 |
Vested and non-vested options expected to vest at the end of the period (in shares) | 35,657,175 | 35,657,175 | |||
Exercisable at the end of the period (in shares) | 18,810,385 | 18,810,385 | |||
Weighted Average Exercise Price | |||||
Weighted average exercise price, options outstanding at the beginning of the period (in dollars per share) | $ 66.22 | $ 60.60 | $ 59.77 | $ 59.77 | |
Weighted average exercise price, options granted (in dollars per share) | 96.82 | 89.55 | 78.12 | ||
Weighted average exercise price, options exercised (in dollars per share) | 50.17 | 38.18 | 37.30 | ||
Weighted average exercise price, options forfeited (in dollars per share) | 77.80 | 78.67 | 75.17 | ||
Weighted average exercise price, options outstanding at the end of the period (in dollars per share) | 66.47 | $ 66.22 | $ 60.60 | 66.47 | $ 59.77 |
Weighted average exercise price, vested and non-vested options expected to vest (in dollars per share) | 65.79 | 65.79 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 53.76 | $ 53.76 | |||
Weighted Average Remaining Contractual Term | |||||
Weighted average remaining contractual term of options outstanding | 6 years 10 months 9 days | 7 years 29 days | 6 years 8 months 1 day | 6 years 9 months 21 days | |
Weighted average remaining contractual term of options vested options and non-vested expected to vest | 6 years 9 months 10 days | ||||
Weighted average remaining contractual term of options exercisable | 5 years 5 months 4 days | ||||
Aggregate Intrinsic Value | |||||
Aggregate intrinsic value of options outstanding | $ 1,137.6 | $ 1,144.7 | $ 1,160 | $ 1,137.6 | $ 798.6 |
Aggregate intrinsic value of options, vested and non-vested options expected to vest | 1,095.1 | 1,095.1 | |||
Aggregate intrinsic value of options exercisable | $ 804 | $ 804 |
Stock-Based Compensation, Non-V
Stock-Based Compensation, Non-Vested Stock Option Activity (Details) - Stock Options - $ / shares | 3 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Status of the Company's non-vested options and changes during the year | |||
Non-vested options at the beginning of the period (in shares) | 19,216,100 | 19,227,160 | 19,289,500 |
Options granted (in shares) | 31,000 | 6,105,700 | 40,000 |
Non-vested options, options vested (in shares) | (100,420) | (6,061,740) | (61,900) |
Non-vested options, options forfeited (in shares) | (70,910) | (55,020) | (40,440) |
Non-vested options at the end of the period (in shares) | 19,075,770 | 19,216,100 | 19,227,160 |
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) | $ 10.71 | $ 9.74 | $ 9.73 |
Weighted average fair value at grant date, options granted (in dollars per share) | 12.85 | 12.27 | 10.48 |
Weighted average fair value at grant date, options vested (in dollars per share) | 8.78 | 9.19 | 8.27 |
Weighted average fair value at grant date, options forfeited (in dollars per share) | 10.58 | 10.87 | 9.74 |
Weighted average fair value at the grant date, options outstanding at the end of the period (in dollars per share) | $ 10.72 | $ 10.71 | $ 9.74 |
Stock-Based Compensation, Optio
Stock-Based Compensation, Option Plans (Details) - Stock Options - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock-Based Compensation | ||||
Total intrinsic value of stock options exercised (in dollars) | $ 27 | $ 111.8 | $ 207.4 | $ 181.1 |
Total fair value of stock options vested (in dollars) | 0.9 | $ 0.9 | 57.1 | $ 50.9 |
Total compensation cost related to non-vested options not yet recognized (in dollars) | $ 167 | $ 167 | ||
Weighted average expected amortization period | 3 years 6 months 14 days |
Stock-Based Compensation, Restr
Stock-Based Compensation, Restricted Shares (Details) - Restricted Shares - 2012 Directors Restricted Stock Plan - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Stock-Based Compensation | |||||
Shares available for the granting of additional stock options | 94,846 | 94,846 | |||
Restricted share activity | |||||
Restricted shares outstanding at the beginning of the period (in shares) | 14,304 | 14,873 | 14,873 | 14,873 | |
Shares vested and issued (in shares) | (14,873) | ||||
Restricted shares granted (in shares) | 0 | 14,304 | 0 | ||
Restricted shares outstanding at the end of the period (in shares) | 14,304 | 14,304 | 14,873 | 14,304 | 14,873 |
Fair Value at Grant Date | |||||
Fair value at the grant date, restricted shares outstanding at the beginning of the period (in dollars per share) | $ 89.49 | $ 87.89 | $ 87.89 | $ 87.89 | |
Fair value of restricted shares vested and issued (in dollars per share) | 87.89 | ||||
Fair value of restricted shares granted (in dollars per share) | 0 | 89.49 | 0 | ||
Fair value at the grant date, restricted shares outstanding at the end of the period (in dollars per share) | $ 89.49 | $ 89.49 | $ 87.89 | $ 89.49 | $ 87.89 |
Weighted Average Remaining Amortization Term (in years) | 7 months 20 days | 10 months 20 days | 1 month 20 days | 4 months 20 days | |
Total compensation cost related to non-vested restricted shares not yet recognized (in dollars) | $ 0.8 | $ 0.8 | |||
Weighted average expected amortization period | 7 months 20 days |
Benefit Plans and Other Postr_3
Benefit Plans and Other Postretirement Benefits, Defined benefit plans (Details) - Pension Benefits - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Components of net pension expense: | |||||
Service cost | $ 2,000,000 | $ 1,800,000 | $ 5,500,000 | $ 5,600,000 | |
Interest cost | 5,400,000 | 4,900,000 | 16,200,000 | 14,700,000 | |
Expected return on plan assets | (9,200,000) | (9,600,000) | (27,800,000) | (28,900,000) | |
Amortization of prior service cost | 400,000 | 600,000 | 1,300,000 | 1,800,000 | |
Amortization of net actuarial losses | 4,600,000 | 5,800,000 | 13,900,000 | 17,500,000 | |
Net pension expense | 3,200,000 | $ 3,500,000 | 9,100,000 | $ 10,700,000 | |
United States | |||||
Defined Benefit Plan Disclosure | |||||
Estimated future employer contribution in fiscal year | $ 0 | $ 0 | |||
Employer contributions | $ 81,000,000 |
Benefit Plans and Other Postr_4
Benefit Plans and Other Postretirement Benefits, Defined contribution plans (Details) - United States - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure | |||
Contributions to U.S. defined contribution plans by the Company, maximum percentage of eligible compensation | 6.00% | 5.00% | |
Matching contributions to U.S. defined contribution plans by the Company | $ 9.8 | $ 6.2 |
Acquisitions (Details)
Acquisitions (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)item | Sep. 30, 2018USD ($) | |
Acquisitions | |||||
Number of acquisitions | item | 8 | ||||
Acquisition-related expenses | $ 0 | $ 0 | $ 25,400,000 | $ 0 | |
Acquisition-related expenses, net of tax | 21,000,000 | ||||
Purchase price, net of cash acquired | 891,200,000 | $ 158,900,000 | |||
SSI Controls Technologies | |||||
Acquisitions | |||||
Aggregate purchase price, net of cash acquired (subject to post-closing adjustments) | $ 397,000,000 | ||||
Backlog | |||||
Acquisitions | |||||
Amortization of acquired backlog | 15,700,000 | ||||
Backlog | SSI Controls Technologies | |||||
Acquisitions | |||||
Amortization of acquired backlog | $ 12,500,000 | ||||
Cable Products and Solutions | |||||
Acquisitions | |||||
Number of acquisitions | 1 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill. | |
Goodwill, Beginning Balance | $ 4,103.2 |
Acquisition-related | 714.1 |
Foreign currency translation | (67.3) |
Goodwill, Ending Balance | 4,750 |
Interconnect Products and Assemblies | |
Goodwill. | |
Goodwill, Beginning Balance | 3,956.7 |
Acquisition-related | 703.5 |
Foreign currency translation | (67.3) |
Goodwill, Ending Balance | 4,592.9 |
Cable Products and Solutions | |
Goodwill. | |
Goodwill, Beginning Balance | 146.5 |
Acquisition-related | 10.6 |
Foreign currency translation | 0 |
Goodwill, Ending Balance | $ 157.1 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Goodwill impairment results (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Goodwill and Other Intangible Assets | |||
Goodwill impairment | $ | $ 0 | $ 0 | $ 0 |
Number of reportable segments | segment | 2 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Intangible Assets | ||
Weighted average useful lives of acquired amortizable intangible assets | 9 years | |
Gross Carrying Amount (definite-lived) | $ 645.9 | $ 540.7 |
Accumulated Amortization | 380.6 | 328.9 |
Net Carrying Amount, (definite-lived) | 265.3 | 211.8 |
Indefinite-lived trade name intangible asset | 186.1 | 186.1 |
Intangible assets, gross (excluding goodwill) | 832 | 726.8 |
Net Carrying Amount, intangible assets | $ 451.4 | 397.9 |
Customer relationships | ||
Intangible Assets | ||
Weighted average useful lives of acquired amortizable intangible assets | 9 years | |
Gross Carrying Amount (definite-lived) | $ 440.3 | 399.2 |
Accumulated Amortization | 260.6 | 234.7 |
Net Carrying Amount, (definite-lived) | $ 179.7 | 164.5 |
Proprietary technology | ||
Intangible Assets | ||
Weighted average useful lives of acquired amortizable intangible assets | 11 years | |
Gross Carrying Amount (definite-lived) | $ 155.9 | 107.5 |
Accumulated Amortization | 70.6 | 60.5 |
Net Carrying Amount, (definite-lived) | $ 85.3 | 47 |
Backlog and other | ||
Intangible Assets | ||
Weighted average useful lives of acquired amortizable intangible assets | 2 years | |
Gross Carrying Amount (definite-lived) | $ 49.7 | 34 |
Accumulated Amortization | 49.4 | 33.7 |
Net Carrying Amount, (definite-lived) | $ 0.3 | $ 0.3 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Intangible assets | ||||
Amortization expense | $ 13.6 | $ 11.6 | $ 54 | $ 35.4 |
Amortization expense estimated for each of the next five fiscal years | ||||
Remainder of 2019 | 13.1 | 13.1 | ||
2020 | 48.4 | 48.4 | ||
2021 | 43.8 | 43.8 | ||
2022 | 36.6 | 36.6 | ||
2023 | 33.9 | 33.9 | ||
2024 | $ 28.8 | 28.8 | ||
Backlog | ||||
Intangible assets | ||||
Amortization of acquired backlog | 15.7 | |||
SSI Controls Technologies | Backlog | ||||
Intangible assets | ||||
Amortization of acquired backlog | $ 12.5 |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets, Intangible asset impairment results (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Other Intangible Assets | |||
Intangible asset impairment | $ 0 | $ 0 | $ 0 |
Debt, Schedule of Debt (Details
Debt, Schedule of Debt (Details) € in Millions, $ in Millions | Sep. 30, 2019USD ($) | Sep. 30, 2019EUR (€) | Sep. 10, 2019 | Jan. 31, 2019 | Dec. 31, 2018USD ($) |
Debt | |||||
Less deferred debt issuance costs | $ (24.5) | $ (13.8) | |||
Less deferred debt issuance costs, fair value | 0 | 0 | |||
Total debt | 3,949.1 | 3,570.7 | |||
Less current portion | 403.7 | 764.3 | |||
Total long-term debt | 3,545.4 | 2,806.4 | |||
Total debt, Approximate Fair Value | 4,101.5 | 3,575.1 | |||
Less current portion, Fair Value | 403.8 | 763.7 | |||
Long-term debt, Approximate Fair Value | 3,697.7 | 2,811.4 | |||
The "Revolving Credit Facility" | Revolving Credit Facility | |||||
Debt | |||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | 0 | 0 | |||
Total debt, Approximate Fair Value | 0 | 0 | |||
U.S. Commercial Paper Program | |||||
Debt | |||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | 475.8 | 554.5 | |||
Total debt, Approximate Fair Value | 475.8 | 554.5 | |||
Euro Commercial Paper Program | |||||
Debt | |||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | 277.9 | € 255 | 68.8 | ||
Total debt, Approximate Fair Value | $ 277.9 | $ 68.8 | |||
4.00% Senior Notes due February 2022 | |||||
Debt | |||||
Stated interest rate (as a percent) | 4.00% | 4.00% | 4.00% | ||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 294.8 | $ 499.6 | |||
Total debt, Approximate Fair Value | $ 305.8 | $ 508.8 | |||
2.55% Senior Notes due January 2019 | |||||
Debt | |||||
Stated interest rate (as a percent) | 2.55% | 2.55% | 2.55% | 2.55% | |
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 0 | $ 750 | |||
Total debt, Approximate Fair Value | $ 0 | $ 749.4 | |||
3.125% Senior Notes due September 2021 | |||||
Debt | |||||
Stated interest rate (as a percent) | 3.125% | 3.125% | 3.125% | ||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 227.6 | $ 374.9 | |||
Total debt, Approximate Fair Value | $ 231 | $ 374.2 | |||
2.20% Senior Notes due April 2020 | |||||
Debt | |||||
Stated interest rate (as a percent) | 2.20% | 2.20% | 2.20% | ||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 399.9 | $ 399.9 | |||
Total debt, Approximate Fair Value | $ 400 | $ 395.5 | |||
3.20% Senior Notes due April 2024 | |||||
Debt | |||||
Stated interest rate (as a percent) | 3.20% | 3.20% | 3.20% | ||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 349.7 | $ 349.7 | |||
Total debt, Approximate Fair Value | $ 362.3 | $ 334.5 | |||
2.000% Euro Senior Notes due October 2028 | |||||
Debt | |||||
Stated interest rate (as a percent) | 2.00% | 2.00% | 2.00% | ||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 542.5 | $ 570.5 | |||
Total debt, Approximate Fair Value | $ 611.3 | 572.8 | |||
4.350% Senior Notes due June 2029 | |||||
Debt | |||||
Stated interest rate (as a percent) | 4.35% | 4.35% | |||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 499.6 | 0 | |||
Total debt, Approximate Fair Value | $ 554.1 | 0 | |||
2.800% Senior Notes due February 2030 | |||||
Debt | |||||
Stated interest rate (as a percent) | 2.80% | 2.80% | 2.80% | ||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 899.3 | 0 | |||
Total debt, Approximate Fair Value | 876.8 | 0 | |||
Notes payable to foreign banks and other debt | |||||
Debt | |||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | 6.5 | 16.6 | |||
Total debt, Approximate Fair Value | $ 6.5 | $ 16.6 |
Debt, Revolving Credit Facility
Debt, Revolving Credit Facility (Details) - The "Revolving Credit Facility" - USD ($) $ in Millions | Jan. 15, 2019 | Sep. 30, 2019 | Jan. 14, 2019 | Dec. 31, 2018 |
Debt | ||||
Maximum borrowing capacity | $ 2,500 | $ 2,000 | ||
Borrowings under the Revolving Credit Facility | $ 0 | $ 0 | ||
Increase in aggregate commitments | $ 500 |
Debt, Commercial Paper (Details
Debt, Commercial Paper (Details) € in Millions, $ in Millions | 9 Months Ended | |||
Sep. 30, 2019USD ($)item | Sep. 30, 2019EUR (€)item | Jan. 15, 2019USD ($) | Dec. 31, 2018USD ($) | |
Commercial Paper Programs | ||||
Debt | ||||
Maximum borrowing capacity | $ 2,500 | |||
U.S. Commercial Paper Program | ||||
Debt | ||||
Average interest rate (as a percent) | 2.29% | 2.29% | ||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 475.8 | $ 554.5 | ||
Maximum borrowing capacity | $ 2,500 | |||
U.S. Commercial Paper Program | Maximum | ||||
Debt | ||||
Maturity term | 397 days | |||
Euro Commercial Paper Program | ||||
Debt | ||||
Average interest rate (as a percent) | (0.12%) | (0.12%) | ||
Number of wholly-owned subsidiaries that entered into a euro-commercial paper program | item | 1 | 1 | ||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 277.9 | € 255 | $ 68.8 | |
Maximum borrowing capacity | $ 2,000 | |||
Euro Commercial Paper Program | Maximum | ||||
Debt | ||||
Maturity term | 183 days |
Debt, U.S. Senior Notes (Detail
Debt, U.S. Senior Notes (Details) - USD ($) | Sep. 11, 2019 | Sep. 10, 2019 | Jan. 09, 2019 | Jan. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Debt | |||||||||
Repayments of long-term debt | $ 1,111,200,000 | $ 8,700,000 | |||||||
Premiums paid on early extinguishment of debt | 13,400,000 | 0 | |||||||
Gain (loss) on extinguishment of debt | $ (14,300,000) | $ 0 | (14,300,000) | $ 0 | |||||
Gain (loss) on extinguishment of debt, after tax | $ (12,500,000) | $ (12,500,000) | |||||||
Gain (loss) on extinguishment of debt, per diluted share | $ (0.04) | $ (0.04) | |||||||
Tender Offers [Member] | |||||||||
Debt | |||||||||
Total consideration for debt tender offers | $ 368,800,000 | ||||||||
Premiums paid on early extinguishment of debt | 13,400,000 | ||||||||
U.S. Senior Notes | |||||||||
Debt | |||||||||
Redemption price as a percentage of principal amount | 100.00% | ||||||||
2.20% Senior Notes due April 2020 | |||||||||
Debt | |||||||||
Stated interest rate (as a percent) | 2.20% | 2.20% | 2.20% | ||||||
2.55% Senior Notes due January 2019 | |||||||||
Debt | |||||||||
Stated interest rate (as a percent) | 2.55% | 2.55% | 2.55% | 2.55% | |||||
Repayments of long-term debt | $ 750,000,000 | ||||||||
4.350% Senior Notes due June 2029 | |||||||||
Debt | |||||||||
Redemption price as a percentage of principal amount | 100.00% | ||||||||
Debt instrument, principal amount | $ 500,000,000 | ||||||||
Stated interest rate (as a percent) | 4.35% | ||||||||
Debt instrument, face amount, net of discount (as a percent) | 99.904% | ||||||||
Debt maturity date | Jun. 1, 2029 | ||||||||
2.800% Senior Notes due February 2030 | |||||||||
Debt | |||||||||
Redemption price as a percentage of principal amount | 100.00% | ||||||||
Debt instrument, principal amount | $ 900,000,000 | ||||||||
Stated interest rate (as a percent) | 2.80% | 2.80% | 2.80% | ||||||
Debt instrument, face amount, net of discount (as a percent) | 99.92% | ||||||||
Debt maturity date | Feb. 15, 2030 | ||||||||
3.125% Senior Notes Due September 2021 and 4.00% Senior Notes due February 2022 [Member] | Tender Offers [Member] | |||||||||
Debt | |||||||||
Accrued interest | $ 3,100,000 | ||||||||
3.125% Senior Notes due September 2021 | |||||||||
Debt | |||||||||
Stated interest rate (as a percent) | 3.125% | 3.125% | 3.125% | ||||||
3.125% Senior Notes due September 2021 | Tender Offers [Member] | |||||||||
Debt | |||||||||
Redemption price as a percentage of principal amount | 101.90% | ||||||||
Debt instrument, principal amount | $ 375,000,000 | ||||||||
Stated interest rate (as a percent) | 3.125% | 3.125% | |||||||
Senior Note principal redeemed | $ 147,300,000 | ||||||||
4.00% Senior Notes due February 2022 | |||||||||
Debt | |||||||||
Stated interest rate (as a percent) | 4.00% | 4.00% | 4.00% | ||||||
4.00% Senior Notes due February 2022 | Tender Offers [Member] | |||||||||
Debt | |||||||||
Redemption price as a percentage of principal amount | 104.50% | ||||||||
Debt instrument, principal amount | $ 500,000,000 | ||||||||
Stated interest rate (as a percent) | 4.00% | 4.00% | |||||||
Senior Note principal redeemed | $ 205,000,000 |
Debt, Euro Senior Notes (Detail
Debt, Euro Senior Notes (Details) - 2.000% Euro Senior Notes due October 2028 € in Millions, $ in Millions | Oct. 08, 2018USD ($) | Sep. 30, 2019 | Oct. 08, 2018EUR (€) |
Debt | |||
Debt instrument, principal amount | $ 574.6 | € 500 | |
Stated interest rate (as a percent) | 2.00% | 2.00% | |
Debt maturity date | Oct. 8, 2028 | ||
Debt instrument, face amount, net of discount (as a percent) | 99.498% | 99.498% | |
Redemption price as a percentage of principal amount | 100.00% |
Income Taxes, Provision and Eff
Income Taxes, Provision and Effective tax rate (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Taxes | ||||
Provision for income taxes | $ (91.8) | $ (100) | $ (250) | $ (280.8) |
Effective tax rate (as a percent) | 24.50% | 23.80% | 22.90% | 24.30% |
Excess tax benefit from option exercises | $ 1.6 | $ 7 | $ 21.3 | $ 14.1 |
Excess tax benefit, impact on effective tax rate (in basis points) | (0.40%) | (1.70%) | (1.90%) | (1.20%) |
Tender Offers [Member] | ||||
Income Taxes | ||||
Early extinguishment of debt, impact on effective tax rate (in basis points) | 0.40% | 0.10% |
Income Taxes, 2017 Tax Cuts and
Income Taxes, 2017 Tax Cuts and Jobs Act (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2017 | |
Income Taxes | ||
U.S. statutory federal tax rate (as a percent) | 21.00% | 35.00% |
Income Taxes, Unrecognized tax
Income Taxes, Unrecognized tax benefits (Details) $ in Millions | Sep. 30, 2019USD ($) |
Income Taxes | |
Unrecognized tax benefits, anticipated adjustment for changing facts and circumstances, over the next twelve month period | $ 41.7 |
Liability for unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate | $ 141.2 |
Leases, Operating lease cost an
Leases, Operating lease cost and lease terms (Narrative) (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Operating lease cost | $ 24 | $ 72.4 |
Minimum | ||
Lease, renewal term | 1 year | 1 year |
Maximum | ||
Lease, renewal term | 6 years | 6 years |
Real Estate Leases [Member] | Minimum | ||
Lease term | 2 years | 2 years |
Real Estate Leases [Member] | Maximum | ||
Lease term | 12 years | 12 years |
Leases, Operating lease maturit
Leases, Operating lease maturity table and account balances (Details) $ in Millions | Sep. 30, 2019USD ($) |
Leases | |
2019 (excluding the nine months ended September 30, 2019) | $ 16.9 |
2020 | 52.5 |
2021 | 38.1 |
2022 | 26 |
2023 | 18.9 |
2024 | 14.2 |
Thereafter | 37.9 |
Total future minimum lease payments | 204.5 |
Less imputed interest | (18) |
Total operating lease liabilities | 186.5 |
Other accrued expenses | 53.6 |
Other long-term liabilities | 132.9 |
Operating lease right-of-use assets (included in Intangibles, net and other long-term assets) | $ 185.5 |
Leases, Other supplemental data
Leases, Other supplemental data related to operating leases (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Leases | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 66.7 |
Right-of-use assets obtained in exchange for lease liabilities | $ 67.7 |
Weighted Average Remaining Lease Term | 5 years |
Weighted Average Discount Rate | 3.30% |
Leases, Minimum lease payments
Leases, Minimum lease payments under non-cancelable operating leases as of prior year end (Details) $ in Millions | Dec. 31, 2018USD ($) |
Minimum lease payments under non-cancelable operating leases | |
2019 | $ 70.5 |
2020 | 39 |
2021 | 25.9 |
2022 | 16.5 |
2023 | 11.9 |
Beyond 2023 | 33.5 |
Total minimum obligation | $ 197.3 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring basis - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Fair value of assets and liabilities measured on recurring basis | ||
Short-term investments | $ 17.4 | $ 12.4 |
Forward contracts | 2.4 | |
Forward contracts | (2.7) | |
Contingent consideration | (75) | |
Total | (60.3) | 14.8 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Short-term investments | 17.4 | 12.4 |
Forward contracts | 0 | |
Forward contracts | 0 | |
Contingent consideration | 0 | |
Total | 17.4 | 12.4 |
Significant Observable Inputs (Level 2) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Short-term investments | 0 | 0 |
Forward contracts | 2.4 | |
Forward contracts | (2.7) | |
Contingent consideration | 0 | |
Total | (2.7) | 2.4 |
Significant Unobservable Inputs (Level 3) | ||
Fair value of assets and liabilities measured on recurring basis | ||
Short-term investments | 0 | 0 |
Forward contracts | 0 | |
Forward contracts | 0 | |
Contingent consideration | (75) | |
Total | $ (75) | $ 0 |