Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 20, 2020 | |
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, 2020 | |
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, $0.001 par value | |
Trading Symbol | APH | |
Security Exchange Name | NYSE | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 299,154,751 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 1,420.5 | $ 891.2 |
Short-term investments | 35.7 | 17.4 |
Total cash, cash equivalents and short-term investments | 1,456.2 | 908.6 |
Accounts receivable, less allowance for doubtful accounts of $48.0 and $33.6, respectively | 1,880.3 | 1,736.4 |
Inventories | 1,391 | 1,310.1 |
Prepaid expenses and other current assets | 309.5 | 256.1 |
Total current assets | 5,037 | 4,211.2 |
Property, plant and equipment, less accumulated depreciation of $1,668.0 and $1,487.2, respectively | 1,036.9 | 999 |
Goodwill | 4,955.5 | 4,867.1 |
Other intangible assets, net | 408.2 | 442 |
Other long-term assets | 316.3 | 296.2 |
Total assets | 11,753.9 | 10,815.5 |
Current Liabilities: | ||
Accounts payable | 1,075.9 | 866.8 |
Accrued salaries, wages and employee benefits | 189.1 | 171.8 |
Accrued income taxes | 117.4 | 127.9 |
Accrued dividends | 74.7 | 74.4 |
Other accrued expenses | 528.7 | 488.5 |
Current portion of long-term debt | 229.2 | 403.3 |
Total current liabilities | 2,215 | 2,132.7 |
Long-term debt, less current portion | 3,586 | 3,203.4 |
Accrued pension and postretirement benefit obligations | 189.4 | 198.8 |
Deferred income taxes | 253.5 | 260.4 |
Other long-term liabilities | 404.8 | 424 |
Equity: | ||
Common Stock | 0.3 | 0.3 |
Additional paid-in capital | 1,938.1 | 1,683.3 |
Retained earnings | 3,587.1 | 3,348.4 |
Treasury stock, at cost | (96.9) | (70.8) |
Accumulated other comprehensive loss | (388.4) | (430.9) |
Total shareholders' equity attributable to Amphenol Corporation | 5,040.2 | 4,530.3 |
Noncontrolling interests | 65 | 65.9 |
Total equity | 5,105.2 | 4,596.2 |
Total liabilities and equity | $ 11,753.9 | $ 10,815.5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets | ||
Allowance for doubtful accounts | $ 48 | $ 33.6 |
Accumulated depreciation | $ 1,668 | $ 1,487.2 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Consolidated Statements of Income | ||||
Net sales | $ 2,323.4 | $ 2,100.6 | $ 6,172.9 | $ 6,074.4 |
Cost of sales | 1,588.5 | 1,438.7 | 4,274.4 | 4,137.1 |
Gross profit | 734.9 | 661.9 | 1,898.5 | 1,937.3 |
Acquisition-related expenses | 0 | 0 | 0 | 25.4 |
Selling, general and administrative expenses | 259.1 | 248.3 | 748.4 | 722.5 |
Operating income | 475.8 | 413.6 | 1,150.1 | 1,189.4 |
Interest expense | (28) | (29.7) | (87.1) | (89.5) |
Loss on early extinguishment of debt | 0 | (14.3) | 0 | (14.3) |
Other income, net | 1 | 4.5 | 3.4 | 7.6 |
Income before income taxes | 448.8 | 374.1 | 1,066.4 | 1,093.2 |
Provision for income taxes | (99.3) | (91.8) | (213.3) | (250) |
Net income | 349.5 | 282.3 | 853.1 | 843.2 |
Less: Net income attributable to noncontrolling interests | (2.9) | (2) | (6.7) | (6.9) |
Net income attributable to Amphenol Corporation | $ 346.6 | $ 280.3 | $ 846.4 | $ 836.3 |
Net income per common share - Basic (in dollars per share) | $ 1.16 | $ 0.95 | $ 2.84 | $ 2.81 |
Weighted average common shares outstanding - Basic (in shares) | 298.8 | 296.6 | 297.6 | 297.6 |
Net income per common share - Diluted (in dollars per share) | $ 1.12 | $ 0.92 | $ 2.76 | $ 2.72 |
Weighted average common shares outstanding - Diluted (in shares) | 308.2 | 306.2 | 306.2 | 307.8 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Net income | $ 349.5 | $ 282.3 | $ 853.1 | $ 843.2 |
Total other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | 102.9 | (102.6) | 28.7 | (116.9) |
Unrealized gain (loss) on cash flow hedges | 0.4 | 0.1 | (0.2) | 0.1 |
Pension and postretirement benefit plan adjustment, net of tax of ($1.7) and ($5.0) for 2020, and ($1.2) and ($3.6) for 2019, respectively | 5.2 | 3.8 | 15.5 | 11.3 |
Total other comprehensive (loss) income, net of tax | 108.5 | (98.7) | 44 | (105.5) |
Total comprehensive income | 458 | 183.6 | 897.1 | 737.7 |
Less: Comprehensive income attributable to noncontrolling interests | (5.2) | (0.1) | (8.2) | (4.9) |
Comprehensive income attributable to Amphenol Corporation | $ 452.8 | $ 183.5 | $ 888.9 | $ 732.8 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Pension and postretirement benefit plan adjustment, tax | $ (1.7) | $ (1.2) | $ (5) | $ (3.6) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flow - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash from operating activities: | |||||
Net income | $ 349.5 | $ 282.3 | $ 853.1 | $ 843.2 | |
Adjustments to reconcile net income to cash provided by operating activities: | |||||
Depreciation and amortization | 218 | 235.4 | |||
Stock-based compensation expense | 51 | 46.4 | |||
Loss on early extinguishment of debt | 0 | 14.3 | 0 | 14.3 | |
Deferred income tax provision (benefit) | (5.8) | (37.5) | |||
Net change in components of working capital | 38.6 | (27.1) | |||
Net change in other long-term assets and liabilities | (3.9) | 3.5 | |||
Net cash provided by operating activities | 1,151 | 1,078.2 | |||
Cash from investing activities: | |||||
Capital expenditures | (204.8) | (223) | |||
Proceeds from disposals of property, plant and equipment | 10.8 | 7.1 | |||
Purchases of short-term investments | (89.3) | (48.5) | |||
Sales and maturities of short-term investments | 71.1 | 44.6 | |||
Acquisitions, net of cash acquired | (50.3) | (891.2) | $ (937.4) | ||
Net cash used in investing activities | (262.5) | (1,111) | |||
Cash from financing activities: | |||||
Proceeds from issuance of senior notes | 942.3 | 1,398.8 | |||
Repayments of senior notes and other long-term debt | (402.9) | (1,111.2) | |||
Borrowings under credit facilities | 1,567.4 | 0 | |||
Repayments under credit facilities | (1,568.1) | 0 | |||
(Repayments) borrowings under commercial paper programs, net | (385.9) | 137.2 | |||
Payment of costs related to debt financing | (8.7) | (14.9) | |||
Payment of premiums and fees related to early extinguishment of debt | 0 | (13.4) | |||
Payment of acquisition-related contingent consideration | (75) | 0 | |||
Payment of deferred purchase price related to an acquisition | (16.2) | 0 | |||
Proceeds from exercise of stock options | 256.6 | 146.3 | |||
Distributions to and purchases of noncontrolling interests | (11.5) | (25) | |||
Purchase of treasury stock | (459.2) | (558.7) | |||
Dividend payments | (74.6) | (68.3) | (223) | (205.5) | |
Net cash used in financing activities | (384.2) | (246.4) | |||
Effect of exchange rate changes on cash and cash equivalents | 25 | (30.8) | |||
Net change in cash and cash equivalents | 529.3 | (310) | |||
Cash and cash equivalents balance, beginning of period | 891.2 | 1,279.3 | 1,279.3 | ||
Cash and cash equivalents balance, end of period | $ 1,420.5 | $ 969.3 | 1,420.5 | 969.3 | $ 891.2 |
Cash paid for: | |||||
Interest | 74.5 | 81.8 | |||
Income taxes, net | $ 262.9 | $ 333.2 |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and December 31, 2019, the related condensed consolidated statements of income for the three and nine months ended September 30, 2020 and 2019, the related condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2020 and 2019, and the related condensed consolidated statements of cash flow for the nine months ended September 30, 2020 and 2019 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, the condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with accounting principles generally accepted in the United States of America. The results of operations for the three and nine months ended September 30, 2020 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, 2019 (the “2019 Annual Report”). Certain reclassifications of prior period amounts have been made to conform to the current period presentation, which had no impact on our condensed consolidated results of operations, financial position or cash flows. Such reclassifications included combining the “Net change in accrued pension and postretirement benefits” with the “Net change in other long-term assets and liabilities” line item, within “Net cash provided by operating activities” in the Condensed Consolidated Statements of Cash Flow. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
New Accounting Pronouncements | |
New Accounting Pronouncements | Note 2—New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which introduced an approach to estimate credit losses on certain types of financial instruments, including trade receivables, based on expected losses, and modified the impairment model for available-for-sale debt securities. ASU 2016-13, which is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, required companies to make a cumulative-effect adjustment to retained earnings as of January 1, 2020. The Company adopted ASU 2016-13 effective January 1, 2020, which resulted in the Company recording a cumulative adjustment that reduced beginning retained earnings by $3.8 , arising from the estimated credit losses associated with the Company’s accounts receivable balance as of the date of adoption. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial position and its consolidated financial statements. Prior periods presented herein remain in accordance with then effective accounting standards. 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 added, amended and removed certain disclosure requirements related to fair value measurements. Among other changes, this standard required 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 may 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 adopted ASU 2018-13 effective January 1, 2020, which did not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes for enacted changes in tax law, along with some codification improvements. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. Certain changes in the standard require retrospective or modified retrospective adoption, while other changes must be adopted prospectively. The Company has evaluated ASU 2019-12, which is not expected to have a material impact on our consolidated financial statements. The United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced in July 2017 its intent to phase out the use of LIBOR by the end of 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, identified the Secured Overnight Financing Rate (the “SOFR”) as its preferred benchmark alternative to U.S. dollar LIBOR. The SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transacti ons. Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financing Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued by reference rate reform, and addresses operational issues likely to arise in modifying contracts to replace discontinued reference rates with new rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. The Company is evaluating the potential impact of the replacement of LIBOR, which ultimately may or may not be the SOFR, from both a risk management and financial reporting perspective, as well as the guidance under ASU 2020-04. Our current portfolio of debt and financial instruments currently tied to LIBOR consists primarily of our Commercial Paper Programs and Revolving Credit Facility, both of which are discussed in more detail in Note 4 herein. We do not currently believe that this transition will have a material impact on our financial condition, results of operations or cash flows. In May 2020, the Securities and Exchange Commission (the “SEC”) issued a final rule regarding the financial statement requirements for acquisitions and dispositions of a business, which included, among other things, amending (i) certain criteria in the significance tests for acquired or to-be-acquired businesses, (ii) related pro forma financial information requirements, including its form and content, and (iii) related disclosure requirements, including the number of acquiree financial statement periods required to be presented in SEC filings. The final rule is effective for fiscal years beginning after December 31, 2020, with early application permitted. The Company has evaluated this SEC final rule, and its impact on any future SEC filings will be dependent on the size of future business combinations. In August 2020, the SEC issued a final rule that modernizes the disclosure requirements in Regulation S-K, Item 101 “Description of Business” Item 103 “Legal Proceedings” Item 105 “Risk Factors” . The intent of this final rule was to improve the readability of disclosures, reduce repetition, and eliminate immaterial information, thereby simplifying compliance for registrants and making disclosures more meaningful for investors. While most of the changes involved reducing or eliminating previously required disclosures, the final rule expanded the disclosure requirements related to human capital and more specifically, any human capital measures or objectives that management focuses on in managing the business. The final rule will be effective thirty days after its date of publication in the Federal Register. The Company has evaluated this SEC final rule, and we do not expect it will have a material impact on our SEC filings. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventories | |
Inventories | Note 3—Inventories Inventories consist of: September 30, December 31, 2020 2019 Raw materials and supplies $ 550.5 $ 509.6 Work in process 413.2 395.2 Finished goods 427.3 405.3 $ 1,391.0 $ 1,310.1 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt | |
Debt | Note 4—Debt The Company’s debt (net of any unamortized discount) consists of the following: September 30, 2020 December 31, 2019 Carrying Approximate Carrying Approximate Amount Fair Value Amount Fair Value Revolving Credit Facility $ — $ — $ — $ — U.S. Commercial Paper Program — — 160.0 160.0 Euro Commercial Paper Program — — 235.5 235.5 2.20% Senior Notes due April 2020 — — 400.0 400.0 3.125% Senior Notes due September 2021 227.7 233.0 227.6 231.0 4.00% Senior Notes due February 2022 294.9 305.8 294.8 304.0 3.20% Senior Notes due April 2024 349.8 377.6 349.8 363.7 2.050% Senior Notes due March 2025 399.4 419.6 — — 0.750% Euro Senior Notes due May 2026 583.6 593.9 — — 2.000% Euro Senior Notes due October 2028 583.6 649.9 558.2 622.8 4.350% Senior Notes due June 2029 499.6 605.2 499.6 562.9 2.800% Senior Notes due February 2030 899.4 984.3 899.3 897.3 Notes payable to foreign banks and other debt 5.9 5.9 5.5 5.5 Less unamortized deferred debt issuance costs (28.7) — (23.6) — Total debt 3,815.2 4,175.2 3,606.7 3,782.7 Less current portion 229.2 234.5 403.3 403.3 Total long-term debt $ 3,586.0 $ 3,940.7 $ 3,203.4 $ 3,379.4 Revolving Credit Facility On January 15, 2019, the Company amended its $2,000.0 unsecured credit facility with a $2,500.0 unsecured credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility, which matures January 2024, gives the Company the ability to borrow, in various currencies, at a spread over LIBOR. The Company may utilize the Revolving Credit Facility for general corporate purposes. At September 30, 2020 and December 31, 2019, there were outstanding borrowings under the Revolving Credit Facility. The carrying value of any borrowings under the 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 5). The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. Commercial Paper Programs The Company has a commercial paper program pursuant to which the Company issues short-term unsecured commercial paper notes (the “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. There were no USCP Notes outstanding as of September 30, 2020. 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. In addition, effective April 14, 2020, a subsidiary of the Company is able to issue ECP Notes through the Bank of England’s COVID Corporate Financing Facility (the “BOE Facility”). The BOE Facility will be available until March 22, 2021. As of September 30, 2020, there were 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 is The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Company’s Revolving Credit Facility are available to repay Commercial Paper, if necessary. Net proceeds of the issuances of Commercial Paper are expected to be used for general corporate purposes. Any outstanding 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 Revolving Credit Facility. The Commercial Paper is actively traded and is therefore classified as Level 1 in the fair value hierarchy (Note 5). The carrying value of Commercial Paper borrowings approximates their fair value. U.S. Senior Notes On February 20, 2020, the Company issued $400.0 principal amount of unsecured 2.050% Senior Notes due March 1, 2025 at 99.829% of face value (the “2025 Senior Notes”). The 2025 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2025 Senior Notes is payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2020. Prior to February 1, 2025, the Company may, at its option, redeem some or all of the 2025 Senior Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after February 1, 2025, the Company may, at its option, redeem some or all of the 2025 Senior Notes at any time by paying the redemption price equal to 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 on June 1 and December 1 of each year, commencing on June 1, 2019. Prior to March 1, 2029, the Company may, at its option, redeem some or all of the 2029 Senior Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after March 1, 2029, the Company may, at its option, redeem some or all of the 2029 Senior Notes at any time by paying the redemption price equal to Senior Notes due in January 2019. On September 4, 2019, the Company commenced tender offers (the “Tender Offers”) to purchase for cash any and all of the Company’s outstanding (i) $375.0 principal amount of 3.125% Senior Notes due September 2021 (the “2021 Senior Notes”) and (ii) $500.0 principal amount of 4.00 % Senior Notes due February 2022 (the “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 was 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, 2020, 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 on February 15 and August 15 of each year, commencing on February 15, 2020. Prior to November 15, 2029, the Company may, at its option, redeem some or all of the 2030 Senior Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after November 15, 2029, the Company may, at its option, redeem some or all of the 2030 Senior Notes at any time by paying the redemption price equal to 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 (the “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 the 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 redemption, 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 5). The Company’s 2021 Senior Notes are due in September 2021 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, 2020. The U.S. Senior Notes contain certain financial and non-financial covenants. At September 30, 2020, the Company was in compliance with the financial covenants under its U.S. Senior Notes. Euro Senior Notes On May 4, 2020, the Euro Issuer issued €500.0 (approximately $545.4 at date of issuance) principal amount of unsecured 0.750% Senior Notes due May 4, 2026 at 99.563% of face value (the “2026 Euro Notes” or the “0.750 % Euro Senior Notes”). The 2026 Euro Notes are unsecured and rank equally in right of payment with the Euro Issuer’s other unsecured senior indebtedness, and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on the 2026 Euro Notes is payable annually on May 4 of each year, commencing on May 4, 2021. Prior to February 4, 2026, the Company may, at its option, redeem some or all of the 2026 Euro Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to the date of redemption. If redeemed on or after February 4, 2026, the Company may, at its option, redeem some or all of the 2026 Euro Notes at any time by paying the redemption price equal to of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The fair value of the 2026 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 5). The Company used the net proceeds from the 2026 Euro Notes to repay amounts outstanding under its Revolving Credit Facility. 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 the “2.000% Euro Senior Notes”, collectively with the 2026 Euro Notes, the “Euro Notes”, and collectively with the U.S. Senior Notes and 2026 Euro 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 fully and unconditionally 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. Prior to July 8, 2028, the Company may, at its option, redeem some or all of the 2028 Euro Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to the date of redemption. If redeemed on or after July 8, 2028, the Company may, at its option, redeem some or all of the 2028 Euro Notes at any time by paying the redemption price equal to amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. 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 5). 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 Euro Notes contain certain financial and non-financial covenants. Other Line of Credit Facilities On March 20, 2020, the Company, through one of its wholly owned foreign subsidiaries, borrowed $100.0 (the maximum . This line of credit, which is guaranteed by the Company and carries an interest rate of LIBOR plus basis points, expires on December 19, 2020. Borrowings under this line of credit arrangement were used for general corporate purposes. The carrying value of this borrowing approximated its fair value due primarily to its market interest rates and was classified as Level 2 in the fair value hierarchy (Note 5). Prior to maturity, on May 5, 2020, the Company repaid, in full, the outstanding borrowing on this uncommitted line of credit, using cash and cash equivalents on hand. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 5—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 primarily debt instruments, pension plan assets, short-term investments, derivative instruments and contingent consideration payments. Each of these assets and liabilities is discussed below, with the exception of debt instruments and pension plan assets, which are covered in Note 4 and Note 10, respectively, herein, in addition to the notes to the consolidated financial statements within the Company’s most recent 2019 Annual Report. 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 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 acquisition of SSI in January 2019, described further in Note 11 herein) was valued using Level 3 unobservable inputs, such as probability weighted payout projections, within the fair value hierarchy. The calculation of the contingent consideration was finalized in the first quarter of 2020 based on actual financial data used for inputs, and the consideration was paid in June 2020. 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, 2020 and December 31, 2019 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, 2020: Short-term investments $ 35.7 $ 35.7 $ — $ — Forward contracts (7.7) — (7.7) — Total $ 28.0 $ 35.7 $ (7.7) $ — December 31, 2019: Short-term investments $ 17.4 $ 17.4 $ — $ — Forward contracts (1.3) — (1.3) — Contingent consideration (75.0) — — (75.0) Total $ (58.9) $ 17.4 $ (1.3) $ (75.0) 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 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, 2020 and 2019 were not material. The fair values of the forward contracts are recorded within Prepaid expenses and other current assets, Other long-term assets, Other accrued expenses and Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets, depending on their value and remaining contractual period. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Income Taxes | Note 6—Income Taxes Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Provision for income taxes $ (99.3) $ (91.8) $ (213.3) $ (250.0) Effective tax rate 22.1 % 24.5 % 20.0 % 22.9 % For the three months ended September 30, 2020 and 2019, stock option exercise activity had the impact of lowering our Provision for income taxes by $10.7 and $1.6, respectively, and lowering our effective tax rate by 240 basis points and 40 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, 2020 and 2019, stock option exercise activity had the impact of lowering our Provision for income taxes by $28.1 and $21.3, respectively, and lowering our effective tax rate by 260 basis points and 190 basis points, respectively. For the nine months ended September 30, 2020, the effective tax rate also includes a discrete tax benefit related to the settlements of refund claims in certain non-U.S. jurisdictions and the resulting adjustments to deferred taxes, which had the impact of lowering our Provision for income taxes and effective tax rate by basis points, respectively. 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 the third annual installment of the Transition Tax, net of applicable tax credits and deductions, in the third quarter of 2020, 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, 2020 and December 31, 2019. 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 2016 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 . Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including the progress of tax audits and the closing of statutes of limitations. Based on information currently available, management anticipates that over the next twelve-month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of approximately $10.2 |
Shareholders' Equity and Noncon
Shareholders' Equity and Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2020 | |
Shareholders' Equity and Noncontrolling Interests | |
Shareholders' Equity and Noncontrolling Interests | Note 7—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, 2020 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, 2020 298.5 $ 0.3 (0.2) $ (21.0) $ 1,834.5 $ 3,419.4 $ (494.6) $ 61.7 $ 4,800.3 Net income 346.6 2.9 349.5 Other comprehensive income (loss) 106.2 2.3 108.5 Distributions to shareholders of noncontrolling interests (1.9) (1.9) Purchase of treasury stock (1.9) (201.9) (201.9) Retirement of treasury stock (0.9) — 0.9 91.6 (91.6) — Stock options exercised 1.7 — 0.3 34.4 84.6 (12.6) 106.4 Dividends declared ($0.25 per common share) (74.7) (74.7) Stock-based compensation expense 19.0 19.0 Balance as of September 30, 2020 299.3 $ 0.3 (0.9) $ (96.9) $ 1,938.1 $ 3,587.1 $ (388.4) $ 65.0 $ 5,105.2 A rollforward of consolidated changes in equity for the nine months ended September 30, 2020 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, 2019 298.7 $ 0.3 (0.8) $ (70.8) $ 1,683.3 $ 3,348.4 $ (430.9) $ 65.9 $ 4,596.2 Cumulative effect of adoption of credit loss standard (ASU 2016-13) (3.8) (3.8) Net income 846.4 6.7 853.1 Other comprehensive income (loss) 42.5 1.5 44.0 Acquisitions resulting in noncontrolling interest 0.3 0.3 Purchase of noncontrolling interest (2.1) (5.2) (7.3) Distributions to shareholders of noncontrolling interests (4.2) (4.2) Purchase of treasury stock (4.6) (459.2) (459.2) Retirement of treasury stock (3.6) — 3.6 348.9 (348.9) — Stock options exercised 4.2 — 0.9 84.2 205.9 (31.8) 258.3 Dividends declared ($0.75 per common share) (223.2) (223.2) Stock-based compensation expense 51.0 51.0 Balance as of September 30, 2020 299.3 $ 0.3 (0.9) $ (96.9) $ 1,938.1 $ 3,587.1 $ (388.4) $ 65.0 $ 5,105.2 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 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 months ended September 30, 2020, the Company repurchased , all under the 2018 Stock Repurchase Program. During the nine months ended September 30, 2020 and 2019, the Company repurchased 4.6 million and 6.1 million shares of its Common Stock for $459.2 and $558.7 , respectively, under the 2018 Stock Repurchase Program. Of the total repurchases during the first nine months of 2020, 1.0 million shares, or $110.3, have been retained in Treasury stock at time of repurchase; the remaining 3.6 million shares, or $348.9 , have been retired by the Company. Of the total repurchases during the first nine months of 2019, 1.0 million shares, or $87.6, were retained in Treasury stock at time of repurchase; the remaining 5.1 million shares, or $471.1 , were retired by the Company. From October 1, 2020 through October 20, 2020, the Company repurchased approximately 0.1 million additional shares of its Common Stock for $6.0, leaving $379.9 available to purchase under the 2018 Stock Repurchase Program. The price and timing of any future purchases under the 2018 Stock Repurchase Program will depend on a number of factors such as levels of cash generation from operations, the level of uncertainty relating to the COVID-19 pandemic, the volume of stock option exercises by employees, cash requirements for acquisitions, dividends, economic and market conditions and stock price. Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on shares of its Common Stock. The following table summarizes the dividends declared and paid for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Dividends declared $ 74.7 $ 74.0 $ 223.2 $ 210.8 Dividends paid (including those declared in the prior year) 74.6 68.3 223.0 205.5 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, and then on October 20, 2020, approved a further increase to its quarterly dividend rate to $0.29 per share effective with dividends declared in the fourth quarter of 2020. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 8—Stock-Based Compensation For the three months ended September 30, 2020 and 2019, the Company’s income before income taxes was reduced for stock-based compensation expense of $19.0 and $16.6 , respectively. In addition, for the three months ended September 30, 2020 and 2019, the Company recognized aggregate income tax benefits of $12.7 and $3.6 , respectively, in the provision for income taxes in the accompanying Condensed Consolidated Statements of Income associated with stock-based compensation. These aggregate income tax benefits during the three months ended September 30, 2020 and 2019 include excess tax benefits of $10.7 from option exercises. For the nine months ended September 30, 2020 and 2019, the Company’s income before income taxes was reduced for stock-based compensation expense of $51.0 and $46.4 , respectively. In addition, for the nine months ended September 30, 2020 and 2019, the Company recognized aggregate income tax benefits of $33.8 and $27.1 , respectively, in the provision for income taxes in the accompanying Condensed Consolidated Statements of Income associated with stock-based compensation. These aggregate income tax benefits during the nine months ended September 30, 2020 and 2019 include excess tax benefits of $28.1 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. At the time of its adoption, 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, 2020 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, 2020 35,675,206 $ 67.70 6.75 $ 1,445.9 Options granted — — Options exercised (715,546) 42.46 Options forfeited (90,070) 80.19 Options outstanding at March 31, 2020 34,869,590 68.19 6.56 356.0 Options granted 6,106,700 90.23 Options exercised (2,425,365) 50.57 Options forfeited (41,520) 80.75 Options outstanding at June 30, 2020 38,509,405 72.78 7.01 887.2 Options granted — — Options exercised (1,979,478) 53.74 Options forfeited (46,030) 84.10 Options outstanding at September 30, 2020 36,483,897 $ 73.80 6.88 $ 1,257.7 Vested and non-vested options expected to vest at September 30, 2020 34,068,401 $ 73.14 6.79 $ 1,196.7 Exercisable options at September 30, 2020 17,841,197 $ 62.37 5.43 $ 818.9 A summary of the status of the Company’s non-vested options as of September 30, 2020 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, 2020 19,016,830 $ 10.72 Options granted — — Options vested (67,920) 8.62 Options forfeited (90,070) 10.89 Non-vested options at March 31, 2020 18,858,840 10.73 Options granted 6,106,700 16.35 Options vested (6,149,060) 9.88 Options forfeited (41,520) 10.96 Non-vested options at June 30, 2020 18,774,960 12.83 Options granted — — Options vested (86,230) 9.04 Options forfeited (46,030) 12.27 Non-vested options at September 30, 2020 18,642,700 $ 12.85 During the three and nine months ended September 30, 2020 and 2019, the following activity occurred under the Company’s option plans: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Total intrinsic value of stock options exercised $ 107.6 $ 27.0 $ 277.9 $ 207.4 Total fair value of stock options vested 0.8 0.9 62.1 57.1 As of September 30, 2020, the total compensation cost related to non-vested options not yet recognized was approximately $194.3 with a weighted average expected amortization period of 3.59 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, 2020, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 81,671 . 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, 2020 was as follows: Weighted Average Remaining Restricted Fair Value at Amortization Shares Grant Date Term (in years) Restricted shares outstanding at January 1, 2020 12,516 $ 89.49 0.39 Restricted shares granted — — Restricted shares outstanding at March 31, 2020 12,516 89.49 0.13 Shares vested and issued (12,516) 89.49 Restricted shares granted 12,418 90.21 Restricted shares outstanding at June 30, 2020 12,418 90.21 0.88 Restricted shares granted 757 105.83 Restricted shares outstanding at September 30, 2020 13,175 $ 91.11 0.63 As of September 30, 2020, 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 0.63 years). |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share | |
Earnings Per Share | Note 9—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, 2020 and 2019 is as follows: Three Months Ended September 30, Nine Months Ended September 30, (dollars and shares in millions, except per share data) 2020 2019 2020 2019 Net income attributable to Amphenol Corporation shareholders $ 346.6 $ 280.3 $ 846.4 $ 836.3 Basic weighted average common shares outstanding 298.8 296.6 297.6 297.6 Effect of dilutive stock options 9.4 9.6 8.6 10.2 Diluted weighted average common shares outstanding 308.2 306.2 306.2 307.8 Earnings per share attributable to Amphenol Corporation shareholders: Basic $ 1.16 $ 0.95 $ 2.84 $ 2.81 Diluted $ 1.12 $ 0.92 $ 2.76 $ 2.72 Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 4.6 million and 12.2 million for the three months ended September 30, 2020 and 2019, respectively. Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 6.1 million and 8.6 million for the nine months ended September 30, 2020 and 2019, respectively. |
Benefit Plans and Other Postret
Benefit Plans and Other Postretirement Benefits | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019: Pension Benefits Three Months Ended September 30: 2020 2019 Service cost $ 1.9 $ 2.0 Interest cost 4.2 5.4 Expected return on plan assets (9.3) (9.2) Amortization of prior service cost 0.5 0.4 Amortization of net actuarial losses 6.3 4.6 Net pension expense $ 3.6 $ 3.2 Nine Months Ended September 30: Service cost $ 5.6 $ 5.5 Interest cost 12.5 16.2 Expected return on plan assets (27.8) (27.8) Amortization of prior service cost 1.6 1.3 Amortization of net actuarial losses 18.8 13.9 Net pension expense $ 10.7 $ 9.1 There is no current requirement for cash contributions to any of the U.S. Plans, and the Company plans to evaluate annually, based on actuarial calculations and the investment performance of the Plans’ assets, the timing and amount of cash contributions in the future. The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. The Company matches employee contributions to the U.S. defined contribution plans up to a maximum of 6 % of eligible compensation. During the nine months ended September 30, 2020 and 2019, the Company provided matching contributions to the U.S. defined contribution plans of approximately |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Acquisitions | |
Acquisitions | Note 11—Acquisitions During the first nine months of 2020, the Company completed two acquisitions, which are included in the Interconnect Products and Assemblies segment, for approximately $50.3 , net of cash acquired. 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. Pro forma financial information related to these acquisitions has not been presented, since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. During 2019, the Company completed nine acquisitions for $937.4 , net of cash acquired. All but one of the acquisitions were included in the Interconnect Products and Assemblies segment. We have not yet completed the acquisition accounting for one of the acquisitions in 2019, and 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. Pro forma financial information related to these acquisitions has not been presented, since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. In January 2019, the Company acquired SSI Controls Technologies (“SSI”), the sensor manufacturing division of SSI Technologies, Inc., for approximately $400 , net of cash acquired, plus a performance-related contingent payment. The SSI acquisition was not material to the Company. The contingent consideration payment was 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 5). The calculation of the contingent consideration was finalized in the first quarter of 2020 as $75.0 , based on actual financial data used for inputs, and was paid in the second quarter of 2020. The contingent consideration was recorded in Other accrued expenses on the accompanying Condensed Consolidated Balance Sheets as of December 31, 2019. 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 the 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, 2020 | |
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, 2019 $ 4,710.0 $ 157.1 $ 4,867.1 Acquisition-related 49.2 0.5 49.7 Foreign currency translation 38.7 — 38.7 Goodwill at September 30, 2020 $ 4,797.9 $ 157.6 $ 4,955.5 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 reviews its reporting unit structure each year as part of the annual goodwill impairment assessment and continues to define its reporting units as the 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 the third quarter of 2020 when testing for goodwill impairment, the Company performed a quantitative goodwill impairment assessment for each reporting unit. As part of the quantitative assessment, the Company estimated the fair value of each of its reporting units using a market approach. The Company believes the market-based guideline public company method provides the best indicator of fair value, by utilizing market prices and other relevant metrics for comparable publicly-traded companies with similar operating and investment characteristics, as well as recent transactions of similar businesses within the industry. Significant estimates and assumptions were used in the Company’s goodwill impairment assessment, including both historical and projected revenue and profitability data, the determination and selection of appropriate publicly-traded market comparison companies, and the calculation of comparable earnings-based and other multiples derived from comparable publicly traded companies and from recent transactions within the indu goodwill impairment resulted from the assessment. The Company has Other than goodwill noted above, the Company’s intangible assets as of September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Weighted Gross Net Gross Net Average Carrying Accumulated Carrying Carrying Accumulated Carrying Life (years) Amount Amortization Amount Amount Amortization Amount Customer relationships 9 $ 452.0 $ 301.5 $ 150.5 $ 446.2 $ 272.2 $ 174.0 Proprietary technology 11 156.1 84.8 71.3 156.0 74.4 81.6 Backlog and other 2 49.7 49.4 0.3 49.7 49.4 0.3 Total intangible assets (definite-lived) 9 657.8 435.7 222.1 651.9 396.0 255.9 Trade names (indefinite-lived) 186.1 186.1 186.1 186.1 $ 843.9 $ 435.7 $ 408.2 $ 838.0 $ 396.0 $ 442.0 Amortization expense for the three months ended September 30, 2020 and 2019 was approximately $12.3 and $13.6 , respectively. Amortization expense for the nine months ended September 30, 2020 and 2019 was approximately $37.6 and $54.0 , respectively. Amortization expense during the nine months ended September 30, 2019 included $15.7 related to the amortization of acquired backlog, primarily related to the SSI acquisition. As of September 30, 2020, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2020 is approximately $12.0 and for each of the next five fiscal years is approximately $45.7 in 2021, $38.2 in 2022, $35.4 in 2023, $29.8 in 2024 and $20.5 in 2025. The Company reviews its identifiable intangible assets subject to amortization whenever events or changes in circumstances indicate the intangible assets’ carrying amount may not be recoverable, while any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment. In the third quarter of 2020, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on our 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 intangible asset impairment in 2020, 2019 or 2018 as a result of such reviews. |
Reportable Business Segments
Reportable Business Segments | 9 Months Ended |
Sep. 30, 2020 | |
Reportable Business Segments | |
Reportable Business Segments | Note 13—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 and do not include any aggregated operating segments. The Interconnect Products and Assemblies segment primarily designs, manufactures and markets a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a broad range of applications in a diverse set of end markets. The Cable Products and Solutions segment primarily designs, manufactures and markets cable, value-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 2019 Annual Report. The Company evaluates the performance of business units and allocates resources to them based 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, 2020 and 2019 are as follows: Interconnect Products Cable Products and Assemblies and Solutions Corporate / Other (1) Total Consolidated Three Months Ended September 30: 2020 2019 2020 2019 2020 2019 2020 2019 Net sales: External $ 2,221.9 $ 2,000.8 $ 101.5 $ 99.8 $ — $ — $ 2,323.4 $ 2,100.6 Intersegment 18.4 11.9 9.6 11.7 — — 28.0 23.6 Segment operating income 498.4 433.9 10.9 10.2 509.3 444.1 Nine Months Ended September 30: Net sales: External $ 5,899.4 $ 5,789.0 $ 273.5 $ 285.4 $ — $ — $ 6,172.9 $ 6,074.4 Intersegment 39.4 22.9 27.3 40.8 — — 66.7 63.7 Segment operating income 1,217.6 1,272.4 25.7 29.3 1,243.3 1,301.7 (1) Corporate / Other is not a reportable business segment; the reconciliation of segment operating income to consolidated results is included in the table below. A reconciliation of segment operating income to consolidated income before income taxes for the three and nine months ended September 30, 2020 and 2019 is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Segment operating income $ 509.3 $ 444.1 $ 1,243.3 $ 1,301.7 Stock-based compensation expense (19.0) (16.6) (51.0) (46.4) Acquisition-related expenses — — — (25.4) Other operating expenses (14.5) (13.9) (42.2) (40.5) Interest expense (28.0) (29.7) (87.1) (89.5) Loss on early extinguishment of debt — (14.3) — (14.3) Other income, net 1.0 4.5 3.4 7.6 Income before income taxes $ 448.8 $ 374.1 $ 1,066.4 $ 1,093.2 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition | |
Revenue Recognition | Note 14—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, 2020 and 2019, 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, 2020 and December 31, 2019. These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of September 30, 2020 and December 31, 2019. 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 fulfilled within one year . Since our performance obligations are part of contracts that generally have original durations of one year or less, we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of September 30, 2020. 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, 2020 and December 31, 2019, and related warranty expense for the three and nine months ended September 30, 2020 and 2019, 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, 2020 and 2019: Interconnect Products Cable Products Total Reportable and Assemblies and Solutions Business Segments Three Months Ended September 30: 2020 2019 2020 2019 2020 2019 Net sales by: Sales channel: End customers and contract manufacturers $ 1,872.9 $ 1,710.1 $ 85.8 $ 80.0 $ 1,958.7 $ 1,790.1 Distributors and resellers 349.0 290.7 15.7 19.8 364.7 310.5 $ 2,221.9 $ 2,000.8 $ 101.5 $ 99.8 $ 2,323.4 $ 2,100.6 Geography: United States $ 607.8 $ 613.6 $ 61.0 $ 54.3 $ 668.8 $ 667.9 China 719.0 593.2 1.8 1.3 720.8 594.5 Other foreign locations 895.1 794.0 38.7 44.2 933.8 838.2 $ 2,221.9 $ 2,000.8 $ 101.5 $ 99.8 $ 2,323.4 $ 2,100.6 Nine Months Ended September 30: Net sales by: Sales channel: End customers and contract manufacturers $ 4,935.6 $ 4,944.2 $ 228.7 $ 220.3 $ 5,164.3 $ 5,164.5 Distributors and resellers 963.8 844.8 44.8 65.1 1,008.6 909.9 $ 5,899.4 $ 5,789.0 $ 273.5 $ 285.4 $ 6,172.9 $ 6,074.4 Geography: United States $ 1,695.1 $ 1,736.3 $ 158.9 $ 143.3 $ 1,854.0 $ 1,879.6 China 1,778.6 1,656.1 4.3 4.1 1,782.9 1,660.2 Other foreign locations 2,425.7 2,396.6 110.3 138.0 2,536.0 2,534.6 $ 5,899.4 $ 5,789.0 $ 273.5 $ 285.4 $ 6,172.9 $ 6,074.4 Net sales by geographic area are based on the customer location to which the product is shipped. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 15—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 Company is currently 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. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventories | |
Schedule of Inventories | September 30, December 31, 2020 2019 Raw materials and supplies $ 550.5 $ 509.6 Work in process 413.2 395.2 Finished goods 427.3 405.3 $ 1,391.0 $ 1,310.1 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt | |
Schedule of debt | September 30, 2020 December 31, 2019 Carrying Approximate Carrying Approximate Amount Fair Value Amount Fair Value Revolving Credit Facility $ — $ — $ — $ — U.S. Commercial Paper Program — — 160.0 160.0 Euro Commercial Paper Program — — 235.5 235.5 2.20% Senior Notes due April 2020 — — 400.0 400.0 3.125% Senior Notes due September 2021 227.7 233.0 227.6 231.0 4.00% Senior Notes due February 2022 294.9 305.8 294.8 304.0 3.20% Senior Notes due April 2024 349.8 377.6 349.8 363.7 2.050% Senior Notes due March 2025 399.4 419.6 — — 0.750% Euro Senior Notes due May 2026 583.6 593.9 — — 2.000% Euro Senior Notes due October 2028 583.6 649.9 558.2 622.8 4.350% Senior Notes due June 2029 499.6 605.2 499.6 562.9 2.800% Senior Notes due February 2030 899.4 984.3 899.3 897.3 Notes payable to foreign banks and other debt 5.9 5.9 5.5 5.5 Less unamortized deferred debt issuance costs (28.7) — (23.6) — Total debt 3,815.2 4,175.2 3,606.7 3,782.7 Less current portion 229.2 234.5 403.3 403.3 Total long-term debt $ 3,586.0 $ 3,940.7 $ 3,203.4 $ 3,379.4 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020: Short-term investments $ 35.7 $ 35.7 $ — $ — Forward contracts (7.7) — (7.7) — Total $ 28.0 $ 35.7 $ (7.7) $ — December 31, 2019: Short-term investments $ 17.4 $ 17.4 $ — $ — Forward contracts (1.3) — (1.3) — Contingent consideration (75.0) — — (75.0) Total $ (58.9) $ 17.4 $ (1.3) $ (75.0) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Schedule of provision for income taxes and effective tax rate | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Provision for income taxes $ (99.3) $ (91.8) $ (213.3) $ (250.0) Effective tax rate 22.1 % 24.5 % 20.0 % 22.9 % |
Shareholders' Equity and Nonc_2
Shareholders' Equity and Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 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, 2020 298.5 $ 0.3 (0.2) $ (21.0) $ 1,834.5 $ 3,419.4 $ (494.6) $ 61.7 $ 4,800.3 Net income 346.6 2.9 349.5 Other comprehensive income (loss) 106.2 2.3 108.5 Distributions to shareholders of noncontrolling interests (1.9) (1.9) Purchase of treasury stock (1.9) (201.9) (201.9) Retirement of treasury stock (0.9) — 0.9 91.6 (91.6) — Stock options exercised 1.7 — 0.3 34.4 84.6 (12.6) 106.4 Dividends declared ($0.25 per common share) (74.7) (74.7) Stock-based compensation expense 19.0 19.0 Balance as of September 30, 2020 299.3 $ 0.3 (0.9) $ (96.9) $ 1,938.1 $ 3,587.1 $ (388.4) $ 65.0 $ 5,105.2 A rollforward of consolidated changes in equity for the nine months ended September 30, 2020 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, 2019 298.7 $ 0.3 (0.8) $ (70.8) $ 1,683.3 $ 3,348.4 $ (430.9) $ 65.9 $ 4,596.2 Cumulative effect of adoption of credit loss standard (ASU 2016-13) (3.8) (3.8) Net income 846.4 6.7 853.1 Other comprehensive income (loss) 42.5 1.5 44.0 Acquisitions resulting in noncontrolling interest 0.3 0.3 Purchase of noncontrolling interest (2.1) (5.2) (7.3) Distributions to shareholders of noncontrolling interests (4.2) (4.2) Purchase of treasury stock (4.6) (459.2) (459.2) Retirement of treasury stock (3.6) — 3.6 348.9 (348.9) — Stock options exercised 4.2 — 0.9 84.2 205.9 (31.8) 258.3 Dividends declared ($0.75 per common share) (223.2) (223.2) Stock-based compensation expense 51.0 51.0 Balance as of September 30, 2020 299.3 $ 0.3 (0.9) $ (96.9) $ 1,938.1 $ 3,587.1 $ (388.4) $ 65.0 $ 5,105.2 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 |
Schedules of dividends | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Dividends declared $ 74.7 $ 74.0 $ 223.2 $ 210.8 Dividends paid (including those declared in the prior year) 74.6 68.3 223.0 205.5 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 35,675,206 $ 67.70 6.75 $ 1,445.9 Options granted — — Options exercised (715,546) 42.46 Options forfeited (90,070) 80.19 Options outstanding at March 31, 2020 34,869,590 68.19 6.56 356.0 Options granted 6,106,700 90.23 Options exercised (2,425,365) 50.57 Options forfeited (41,520) 80.75 Options outstanding at June 30, 2020 38,509,405 72.78 7.01 887.2 Options granted — — Options exercised (1,979,478) 53.74 Options forfeited (46,030) 84.10 Options outstanding at September 30, 2020 36,483,897 $ 73.80 6.88 $ 1,257.7 Vested and non-vested options expected to vest at September 30, 2020 34,068,401 $ 73.14 6.79 $ 1,196.7 Exercisable options at September 30, 2020 17,841,197 $ 62.37 5.43 $ 818.9 |
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, 2020 19,016,830 $ 10.72 Options granted — — Options vested (67,920) 8.62 Options forfeited (90,070) 10.89 Non-vested options at March 31, 2020 18,858,840 10.73 Options granted 6,106,700 16.35 Options vested (6,149,060) 9.88 Options forfeited (41,520) 10.96 Non-vested options at June 30, 2020 18,774,960 12.83 Options granted — — Options vested (86,230) 9.04 Options forfeited (46,030) 12.27 Non-vested options at September 30, 2020 18,642,700 $ 12.85 |
Summary of activity in the option plans | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Total intrinsic value of stock options exercised $ 107.6 $ 27.0 $ 277.9 $ 207.4 Total fair value of stock options vested 0.8 0.9 62.1 57.1 |
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, 2020 12,516 $ 89.49 0.39 Restricted shares granted — — Restricted shares outstanding at March 31, 2020 12,516 89.49 0.13 Shares vested and issued (12,516) 89.49 Restricted shares granted 12,418 90.21 Restricted shares outstanding at June 30, 2020 12,418 90.21 0.88 Restricted shares granted 757 105.83 Restricted shares outstanding at September 30, 2020 13,175 $ 91.11 0.63 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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) 2020 2019 2020 2019 Net income attributable to Amphenol Corporation shareholders $ 346.6 $ 280.3 $ 846.4 $ 836.3 Basic weighted average common shares outstanding 298.8 296.6 297.6 297.6 Effect of dilutive stock options 9.4 9.6 8.6 10.2 Diluted weighted average common shares outstanding 308.2 306.2 306.2 307.8 Earnings per share attributable to Amphenol Corporation shareholders: Basic $ 1.16 $ 0.95 $ 2.84 $ 2.81 Diluted $ 1.12 $ 0.92 $ 2.76 $ 2.72 |
Benefit Plans and Other Postr_2
Benefit Plans and Other Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Benefit Plans and Other Postretirement Benefits | |
Schedule of components of net pension expense | Pension Benefits Three Months Ended September 30: 2020 2019 Service cost $ 1.9 $ 2.0 Interest cost 4.2 5.4 Expected return on plan assets (9.3) (9.2) Amortization of prior service cost 0.5 0.4 Amortization of net actuarial losses 6.3 4.6 Net pension expense $ 3.6 $ 3.2 Nine Months Ended September 30: Service cost $ 5.6 $ 5.5 Interest cost 12.5 16.2 Expected return on plan assets (27.8) (27.8) Amortization of prior service cost 1.6 1.3 Amortization of net actuarial losses 18.8 13.9 Net pension expense $ 10.7 $ 9.1 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 $ 4,710.0 $ 157.1 $ 4,867.1 Acquisition-related 49.2 0.5 49.7 Foreign currency translation 38.7 — 38.7 Goodwill at September 30, 2020 $ 4,797.9 $ 157.6 $ 4,955.5 |
Summary of the Company's amortizable intangible assets | Other than goodwill noted above, the Company’s intangible assets as of September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Weighted Gross Net Gross Net Average Carrying Accumulated Carrying Carrying Accumulated Carrying Life (years) Amount Amortization Amount Amount Amortization Amount Customer relationships 9 $ 452.0 $ 301.5 $ 150.5 $ 446.2 $ 272.2 $ 174.0 Proprietary technology 11 156.1 84.8 71.3 156.0 74.4 81.6 Backlog and other 2 49.7 49.4 0.3 49.7 49.4 0.3 Total intangible assets (definite-lived) 9 657.8 435.7 222.1 651.9 396.0 255.9 Trade names (indefinite-lived) 186.1 186.1 186.1 186.1 $ 843.9 $ 435.7 $ 408.2 $ 838.0 $ 396.0 $ 442.0 |
Summary of the Company's indefinite-lived intangible assets | Other than goodwill noted above, the Company’s intangible assets as of September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Weighted Gross Net Gross Net Average Carrying Accumulated Carrying Carrying Accumulated Carrying Life (years) Amount Amortization Amount Amount Amortization Amount Customer relationships 9 $ 452.0 $ 301.5 $ 150.5 $ 446.2 $ 272.2 $ 174.0 Proprietary technology 11 156.1 84.8 71.3 156.0 74.4 81.6 Backlog and other 2 49.7 49.4 0.3 49.7 49.4 0.3 Total intangible assets (definite-lived) 9 657.8 435.7 222.1 651.9 396.0 255.9 Trade names (indefinite-lived) 186.1 186.1 186.1 186.1 $ 843.9 $ 435.7 $ 408.2 $ 838.0 $ 396.0 $ 442.0 |
Reportable Business Segments (T
Reportable Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Reportable Business Segments | |
Schedule of segment reporting information by segment | Interconnect Products Cable Products and Assemblies and Solutions Corporate / Other (1) Total Consolidated Three Months Ended September 30: 2020 2019 2020 2019 2020 2019 2020 2019 Net sales: External $ 2,221.9 $ 2,000.8 $ 101.5 $ 99.8 $ — $ — $ 2,323.4 $ 2,100.6 Intersegment 18.4 11.9 9.6 11.7 — — 28.0 23.6 Segment operating income 498.4 433.9 10.9 10.2 509.3 444.1 Nine Months Ended September 30: Net sales: External $ 5,899.4 $ 5,789.0 $ 273.5 $ 285.4 $ — $ — $ 6,172.9 $ 6,074.4 Intersegment 39.4 22.9 27.3 40.8 — — 66.7 63.7 Segment operating income 1,217.6 1,272.4 25.7 29.3 1,243.3 1,301.7 |
Schedule of the reconciliation of segment operating income to consolidated income before income taxes | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Segment operating income $ 509.3 $ 444.1 $ 1,243.3 $ 1,301.7 Stock-based compensation expense (19.0) (16.6) (51.0) (46.4) Acquisition-related expenses — — — (25.4) Other operating expenses (14.5) (13.9) (42.2) (40.5) Interest expense (28.0) (29.7) (87.1) (89.5) Loss on early extinguishment of debt — (14.3) — (14.3) Other income, net 1.0 4.5 3.4 7.6 Income before income taxes $ 448.8 $ 374.1 $ 1,066.4 $ 1,093.2 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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: 2020 2019 2020 2019 2020 2019 Net sales by: Sales channel: End customers and contract manufacturers $ 1,872.9 $ 1,710.1 $ 85.8 $ 80.0 $ 1,958.7 $ 1,790.1 Distributors and resellers 349.0 290.7 15.7 19.8 364.7 310.5 $ 2,221.9 $ 2,000.8 $ 101.5 $ 99.8 $ 2,323.4 $ 2,100.6 Geography: United States $ 607.8 $ 613.6 $ 61.0 $ 54.3 $ 668.8 $ 667.9 China 719.0 593.2 1.8 1.3 720.8 594.5 Other foreign locations 895.1 794.0 38.7 44.2 933.8 838.2 $ 2,221.9 $ 2,000.8 $ 101.5 $ 99.8 $ 2,323.4 $ 2,100.6 Nine Months Ended September 30: Net sales by: Sales channel: End customers and contract manufacturers $ 4,935.6 $ 4,944.2 $ 228.7 $ 220.3 $ 5,164.3 $ 5,164.5 Distributors and resellers 963.8 844.8 44.8 65.1 1,008.6 909.9 $ 5,899.4 $ 5,789.0 $ 273.5 $ 285.4 $ 6,172.9 $ 6,074.4 Geography: United States $ 1,695.1 $ 1,736.3 $ 158.9 $ 143.3 $ 1,854.0 $ 1,879.6 China 1,778.6 1,656.1 4.3 4.1 1,782.9 1,660.2 Other foreign locations 2,425.7 2,396.6 110.3 138.0 2,536.0 2,534.6 $ 5,899.4 $ 5,789.0 $ 273.5 $ 285.4 $ 6,172.9 $ 6,074.4 |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements | ||||||
Total equity | $ 5,105.2 | $ 4,800.3 | $ 4,596.2 | $ 4,211.1 | $ 4,203.2 | $ 4,064.2 |
Accounting Standards Update 2016-13 [Member] | Cumulative Effect, Period of Adoption, Adjustment | ||||||
New Accounting Pronouncements | ||||||
Total equity | (3.8) | |||||
Retained Earnings | ||||||
New Accounting Pronouncements | ||||||
Total equity | $ 3,587.1 | $ 3,419.4 | 3,348.4 | $ 3,158.7 | $ 3,104.6 | $ 3,028.7 |
Retained Earnings | Accounting Standards Update 2016-13 [Member] | Cumulative Effect, Period of Adoption, Adjustment | ||||||
New Accounting Pronouncements | ||||||
Total equity | $ (3.8) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventories | ||
Raw materials and supplies | $ 550.5 | $ 509.6 |
Work in process | 413.2 | 395.2 |
Finished goods | 427.3 | 405.3 |
Inventories | $ 1,391 | $ 1,310.1 |
Debt, Schedule of Debt (Details
Debt, Schedule of Debt (Details) € in Millions, $ in Millions | Sep. 30, 2020USD ($) | Sep. 30, 2020EUR (€) | Apr. 01, 2020 | Feb. 20, 2020 | Dec. 31, 2019USD ($) | Sep. 10, 2019 | Jan. 31, 2019 | Jan. 09, 2019 |
Debt | ||||||||
Less deferred debt issuance costs | $ (28.7) | $ (23.6) | ||||||
Less deferred debt issuance costs, fair value | ||||||||
Total debt | 3,815.2 | 3,606.7 | ||||||
Less current portion | 229.2 | 403.3 | ||||||
Total long-term debt | 3,586 | 3,203.4 | ||||||
Total debt, Approximate Fair Value | 4,175.2 | 3,782.7 | ||||||
Less current portion, Fair Value | 234.5 | 403.3 | ||||||
Long-term debt, Approximate Fair Value | 3,940.7 | 3,379.4 | ||||||
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 | 0 | 160 | ||||||
Total debt, Approximate Fair Value | 0 | 160 | ||||||
Euro Commercial Paper Program | ||||||||
Debt | ||||||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | 0 | € 0 | 235.5 | |||||
Total debt, Approximate Fair Value | $ 0 | $ 235.5 | ||||||
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 | $ 294.9 | $ 294.8 | ||||||
Total debt, Approximate Fair Value | $ 305.8 | $ 304 | ||||||
2.55% Senior Notes due January 2019 | ||||||||
Debt | ||||||||
Stated interest rate (as a percent) | 2.55% | |||||||
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 | $ 227.7 | $ 227.6 | ||||||
Total debt, Approximate Fair Value | 233 | $ 231 | ||||||
2.20% Senior Notes due April 2020 | ||||||||
Debt | ||||||||
Stated interest rate (as a percent) | 2.20% | 2.20% | ||||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | 0 | $ 400 | ||||||
Total debt, Approximate Fair Value | $ 0 | $ 400 | ||||||
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 | $ 349.8 | $ 349.8 | ||||||
Total debt, Approximate Fair Value | $ 377.6 | 363.7 | ||||||
2.05% Senior Notes due March 2025 | ||||||||
Debt | ||||||||
Stated interest rate (as a percent) | 2.05% | 2.05% | 2.05% | |||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 399.4 | 0 | ||||||
Total debt, Approximate Fair Value | $ 419.6 | 0 | ||||||
0.750% Euro Senior Notes due May 2026 | ||||||||
Debt | ||||||||
Stated interest rate (as a percent) | 0.75% | 0.75% | ||||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 583.6 | 0 | ||||||
Total debt, Approximate Fair Value | $ 593.9 | $ 0 | ||||||
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 | $ 583.6 | $ 558.2 | ||||||
Total debt, Approximate Fair Value | $ 649.9 | $ 622.8 | ||||||
4.350% Senior Notes due June 2029 | ||||||||
Debt | ||||||||
Stated interest rate (as a percent) | 4.35% | 4.35% | 4.35% | 4.35% | ||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 499.6 | $ 499.6 | ||||||
Total debt, Approximate Fair Value | $ 605.2 | $ 562.9 | ||||||
2.800% Senior Notes due February 2030 | ||||||||
Debt | ||||||||
Stated interest rate (as a percent) | 2.80% | 2.80% | 2.80% | 2.80% | ||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | $ 899.4 | $ 899.3 | ||||||
Total debt, Approximate Fair Value | 984.3 | 897.3 | ||||||
Notes payable to foreign banks and other debt | ||||||||
Debt | ||||||||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | 5.9 | 5.5 | ||||||
Total debt, Approximate Fair Value | $ 5.9 | $ 5.5 |
Debt, Revolving Credit Facility
Debt, Revolving Credit Facility (Details) - USD ($) $ in Millions | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jan. 15, 2019 | Jan. 14, 2019 | |
Debt | |||||
Borrowings under credit facilities | $ 1,567.4 | $ 0 | |||
Repayments under credit facilities | 1,568.1 | $ 0 | |||
The "Revolving Credit Facility" | |||||
Debt | |||||
Maximum borrowing capacity | $ 2,500 | $ 2,000 | |||
Borrowings under the Revolving Credit Facility | $ 0 | $ 0 | |||
Debt instrument, covenant compliance | At September 30, 2020, the Company was in compliance with the financial covenants under the Revolving Credit Facility |
Debt, Commercial Paper (Details
Debt, Commercial Paper (Details) € in Millions, $ in Millions | 9 Months Ended | ||
Sep. 30, 2020USD ($)item | Sep. 30, 2020EUR (€)item | Dec. 31, 2019USD ($) | |
Commercial Paper Programs | |||
Debt | |||
Maximum borrowing capacity | $ 2,500 | ||
U.S. Commercial Paper Program | |||
Debt | |||
Debt carrying amount, net of unamortized discount before deferred debt issuance costs | 0 | $ 160 | |
Maximum borrowing capacity | $ 2,500 | ||
U.S. Commercial Paper Program | Maximum | |||
Debt | |||
Maturity term | 397 days | ||
Euro Commercial Paper Program | |||
Debt | |||
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 | $ 0 | € 0 | $ 235.5 |
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 ($) | Apr. 01, 2020 | Feb. 20, 2020 | Sep. 11, 2019 | Sep. 10, 2019 | Jan. 09, 2019 | Jan. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 04, 2019 |
Debt | ||||||||||||
Repayments of long-term debt | $ 402,900,000 | $ 1,111,200,000 | ||||||||||
Premiums paid on early extinguishment of debt | 0 | 13,400,000 | ||||||||||
Gain (loss) on extinguishment of debt | $ 0 | $ (14,300,000) | $ 0 | (14,300,000) | ||||||||
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) | ||||||||||
U.S. Senior Notes | ||||||||||||
Debt | ||||||||||||
Redemption price as a percentage of principal amount | 100.00% | |||||||||||
Debt instrument, covenant compliance | At September 30, 2020, the Company was in compliance with the financial covenants under its U.S. Senior Notes. | |||||||||||
2.20% Senior Notes due April 2020 | ||||||||||||
Debt | ||||||||||||
Stated interest rate (as a percent) | 2.20% | 2.20% | ||||||||||
Repayments of long-term debt | $ 400,000,000 | |||||||||||
2.55% Senior Notes due January 2019 | ||||||||||||
Debt | ||||||||||||
Stated interest rate (as a percent) | 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% | 4.35% | 4.35% | 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% | 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 | ||||||||||||
Total consideration for debt tender offers | $ 368,800,000 | |||||||||||
Premiums paid on early extinguishment of debt | 13,400,000 | |||||||||||
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% | |||||||||||
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% | |||||||||||
Senior Note principal redeemed | $ 205,000,000 | |||||||||||
3.20% Senior Notes due April 2024 | ||||||||||||
Debt | ||||||||||||
Stated interest rate (as a percent) | 3.20% | 3.20% | 3.20% | |||||||||
2.05% Senior Notes due March 2025 | ||||||||||||
Debt | ||||||||||||
Redemption price as a percentage of principal amount | 100.00% | |||||||||||
Debt instrument, principal amount | $ 400,000,000 | |||||||||||
Stated interest rate (as a percent) | 2.05% | 2.05% | 2.05% | |||||||||
Debt instrument, face amount, net of discount (as a percent) | 99.829% | |||||||||||
Debt maturity date | Mar. 1, 2025 |
Debt, Euro Senior Notes (Detail
Debt, Euro Senior Notes (Details) € in Millions, $ in Millions | May 04, 2020USD ($) | Oct. 08, 2018USD ($) | Sep. 30, 2020 | May 04, 2020EUR (€) | Oct. 08, 2018EUR (€) |
Euro Notes [Member] | |||||
Debt | |||||
Debt instrument, covenant compliance | At September 30, 2020, the Company was in compliance with the financial covenants under its Euro Notes. | ||||
0.750% Euro Senior Notes Due May 2026 [Member] | |||||
Debt | |||||
Debt instrument, principal amount | $ 545.4 | € 500 | |||
Stated interest rate (as a percent) | 0.75% | 0.75% | |||
Debt maturity date | May 4, 2026 | ||||
Debt instrument, face amount, net of discount (as a percent) | 99.563% | 99.563% | |||
Redemption price as a percentage of principal amount | 100.00% | ||||
2.000% Euro Senior Notes due October 2028 [Member] | |||||
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% |
Debt, Other Line of Credit Faci
Debt, Other Line of Credit Facilities (Details) - Uncommitted Line of Credit $ in Millions | Mar. 20, 2020USD ($)item |
Debt | |
Maximum borrowing capacity | $ 100 |
Borrowings under the uncommitted line of credit | $ 100 |
Number of wholly owned subsidiaries who borrowed on line of credit | item | 1 |
Interest rate | 1.92% |
London Interbank Offered Rate (LIBOR) | |
Debt | |
Basis spread on variable rate | 0.80% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Fair value of assets and liabilities measured on recurring basis | |||
Contingent consideration | $ (75) | ||
Recurring basis | |||
Fair value of assets and liabilities measured on recurring basis | |||
Short-term investments | $ 35.7 | $ 17.4 | |
Forward contracts | (7.7) | (1.3) | |
Contingent consideration | (75) | ||
Total liability | (58.9) | ||
Total asset | 28 | ||
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair value of assets and liabilities measured on recurring basis | |||
Short-term investments | 35.7 | 17.4 | |
Forward contracts | 0 | 0 | |
Contingent consideration | 0 | ||
Total asset | 35.7 | 17.4 | |
Recurring basis | Significant Observable Inputs (Level 2) | |||
Fair value of assets and liabilities measured on recurring basis | |||
Short-term investments | 0 | 0 | |
Forward contracts | (7.7) | (1.3) | |
Contingent consideration | 0 | ||
Total liability | (7.7) | (1.3) | |
Recurring basis | Significant Unobservable Inputs (Level 3) | |||
Fair value of assets and liabilities measured on recurring basis | |||
Short-term investments | 0 | 0 | |
Forward contracts | 0 | 0 | |
Contingent consideration | (75) | ||
Total liability | $ (75) | ||
Total asset | $ 0 |
Income Taxes, Provision and Eff
Income Taxes, Provision and Effective tax rate (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Taxes | ||||
Provision for income taxes | $ (99.3) | $ (91.8) | $ (213.3) | $ (250) |
Effective tax rate (as a percent) | 22.10% | 24.50% | 20.00% | 22.90% |
Discrete income tax benefit, tax on foreign income | $ 19.9 | |||
Discrete income tax benefit, impact on effective tax rate (in basis points) | (1.90%) | |||
Excess tax benefit from option exercises | $ 10.7 | $ 1.6 | $ 28.1 | $ 21.3 |
Excess tax benefit, impact on effective tax rate (in basis points) | (2.40%) | (0.40%) | (2.60%) | (1.90%) |
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, 2020 | Sep. 30, 2019 | Dec. 31, 2017 | |
Income Taxes | |||
U.S. statutory federal tax rate (as a percent) | 21.00% | 21.00% | 35.00% |
Income Taxes, Unrecognized tax
Income Taxes, Unrecognized tax benefits (Details) $ in Millions | Sep. 30, 2020USD ($) |
Income Taxes | |
Unrecognized tax benefits, anticipated adjustment for changing facts and circumstances, over the next twelve month period | $ 10.2 |
Amount for unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate | $ 157.8 |
Shareholders' Equity and Nonc_3
Shareholders' Equity and Noncontrolling Interests (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Oct. 20, 2020 | Jul. 23, 2019 | Jul. 22, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Increase (Decrease) In Shareholders' Equity | |||||||
Balance at beginning of period | $ 4,203.2 | $ 4,800.3 | $ 4,203.2 | $ 4,596.2 | $ 4,064.2 | ||
Net income | 349.5 | 282.3 | 853.1 | 843.2 | |||
Other comprehensive income (loss) | 108.5 | (98.7) | 44 | (105.5) | |||
Acquisitions resulting in noncontrolling interest | 1.2 | 0.3 | 11.2 | ||||
Purchase of noncontrolling interest | (7.3) | (21.4) | |||||
Distributions to shareholders of noncontrolling interests | (1.9) | (0.4) | (4.2) | (3.6) | |||
Purchase of treasury stock | (201.9) | (150) | (459.2) | (558.7) | |||
Retirement of treasury stock | 0 | 0 | 0 | 0 | |||
Stock options exercised | 106.4 | 30.9 | 258.3 | 146.1 | |||
Dividends declared | (74.7) | (74) | (223.2) | (210.8) | |||
Stock-based compensation expense | 19 | 16.6 | 51 | 46.4 | |||
Balance at end of period | $ 5,105.2 | $ 4,211.1 | $ 5,105.2 | $ 4,211.1 | |||
Dividends [Abstract] | |||||||
Dividends declared per share (in dollars per share) | $ 0.25 | $ 0.23 | $ 0.25 | $ 0.25 | $ 0.75 | $ 0.71 | |
Common Stock | |||||||
Increase (Decrease) In Shareholders' Equity | |||||||
Balance (in shares) | 298.4 | 298.5 | 298.4 | 298.7 | 299.2 | ||
Balance at beginning of period | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | ||
Retirement of treasury stock | $ 0 | $ 0 | $ 0 | $ 0 | |||
Number of treasury shares retired | 0.9 | 1.7 | 3.6 | 5.1 | |||
Stock options exercised | $ 0 | $ 0 | $ 0 | $ 0 | |||
Stock options exercised (in shares) | 1.7 | 0.5 | 4.2 | 3.1 | |||
Balance (in shares) | 299.3 | 297.2 | 299.3 | 297.2 | |||
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 | 1,834.5 | 1,541.8 | 1,683.3 | 1,433.2 | ||
Purchase of noncontrolling interest | (2.1) | (17.5) | |||||
Stock options exercised | 84.6 | 27.2 | 205.9 | 123.5 | |||
Stock-based compensation expense | 19 | 16.6 | 51 | 46.4 | |||
Balance at end of period | 1,938.1 | 1,585.6 | 1,938.1 | 1,585.6 | |||
Retained Earnings | |||||||
Increase (Decrease) In Shareholders' Equity | |||||||
Balance at beginning of period | 3,104.6 | 3,419.4 | 3,104.6 | 3,348.4 | 3,028.7 | ||
Net income | 346.6 | 280.3 | 846.4 | 836.3 | |||
Retirement of treasury stock | (91.6) | (150) | (348.9) | (471.1) | |||
Stock options exercised | (12.6) | (2.2) | (31.8) | (24.4) | |||
Dividends declared | (74.7) | (74) | (223.2) | (210.8) | |||
Balance at end of period | 3,587.1 | 3,158.7 | 3,587.1 | 3,158.7 | |||
Accumulated Other Comprehensive Loss | |||||||
Increase (Decrease) In Shareholders' Equity | |||||||
Balance at beginning of period | (396.9) | (494.6) | (396.9) | (430.9) | (390.2) | ||
Other comprehensive income (loss) | 106.2 | (96.8) | 42.5 | (103.5) | |||
Balance at end of period | (388.4) | (493.7) | (388.4) | (493.7) | |||
Treasury Stock | |||||||
Increase (Decrease) In Shareholders' Equity | |||||||
Balance at beginning of period | $ (101.5) | $ (21) | $ (101.5) | $ (70.8) | $ (55) | ||
Balance (in shares) | (1.2) | (0.2) | (1.2) | (0.8) | (0.7) | ||
Purchase of treasury stock | $ (201.9) | $ (150) | $ (459.2) | $ (558.7) | |||
Purchase of treasury stock (in shares) | (1.9) | (1.7) | (4.6) | (6.1) | |||
Retirement of treasury stock | $ 91.6 | $ 150 | $ 348.9 | $ 471.1 | |||
Number of treasury shares retired | 0.9 | 1.7 | 3.6 | 5.1 | |||
Stock options exercised | $ 34.4 | $ 5.9 | $ 84.2 | $ 47 | |||
Stock options exercised (in shares) | 0.3 | 0.1 | 0.9 | 0.6 | |||
Balance at end of period | $ (96.9) | $ (95.6) | $ (96.9) | $ (95.6) | |||
Balance (in shares) | (0.9) | (1.1) | (0.9) | (1.1) | |||
Noncontrolling Interests | |||||||
Increase (Decrease) In Shareholders' Equity | |||||||
Balance at beginning of period | $ 54.9 | $ 61.7 | $ 54.9 | $ 65.9 | $ 47.2 | ||
Net income | 2.9 | 2 | 6.7 | 6.9 | |||
Other comprehensive income (loss) | 2.3 | (1.9) | 1.5 | (2) | |||
Acquisitions resulting in noncontrolling interest | 1.2 | 0.3 | 11.2 | ||||
Purchase of noncontrolling interest | (5.2) | (3.9) | |||||
Distributions to shareholders of noncontrolling interests | (1.9) | (0.4) | (4.2) | (3.6) | |||
Balance at end of period | $ 65 | $ 55.8 | 65 | $ 55.8 | |||
Subsequent Event | |||||||
Dividends [Abstract] | |||||||
Dividends declared per share (in dollars per share) | $ 0.29 | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 [Member] | |||||||
Increase (Decrease) In Shareholders' Equity | |||||||
Balance at beginning of period | (3.8) | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 [Member] | Retained Earnings | |||||||
Increase (Decrease) In Shareholders' Equity | |||||||
Balance at beginning of period | $ (3.8) |
Shareholders' Equity and Nonc_4
Shareholders' Equity and Noncontrolling Interests, Stock Repurchase (Details) - USD ($) shares in Millions, $ in Millions | Apr. 24, 2018 | Oct. 20, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Shareholders' Equity | ||||||
Treasury stock retired (in dollars) | $ 0 | $ 0 | $ 0 | $ 0 | ||
Payments for shares repurchased (in dollars) | $ 201.9 | $ 150 | $ 459.2 | $ 558.7 | ||
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 | 1.9 | 1.7 | 4.6 | 6.1 | ||
Payments for shares repurchased (in dollars) | $ 201.9 | $ 150 | $ 459.2 | $ 558.7 | ||
Number of treasury shares retired | 3.6 | 5.1 | ||||
Treasury stock retired (in dollars) | $ 348.9 | $ 471.1 | ||||
Number of shares repurchased and retained in treasury | 1 | 1 | ||||
Payments for shares repurchased (in dollars) | $ 110.3 | $ 87.6 | ||||
Subsequent Event | 2018 Stock Repurchase Program | ||||||
Shareholders' Equity | ||||||
Number of shares repurchased and retained in treasury | 0.1 | |||||
Payments for shares repurchased (in dollars) | $ 6 | |||||
Value of shares remaining that may be repurchased under the stock repurchase program (in dollars) | $ 379.9 |
Shareholders' Equity and Nonc_5
Shareholders' Equity and Noncontrolling Interests, Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 20, 2020 | Jul. 23, 2019 | Jul. 22, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Dividends declared per share (in dollars per share) | $ 0.25 | $ 0.23 | $ 0.25 | $ 0.25 | $ 0.75 | $ 0.71 | |
Dividends declared | $ 74.7 | $ 74 | $ 223.2 | $ 210.8 | |||
Dividends paid (including those declared in the prior year) | $ 74.6 | $ 68.3 | $ 223 | $ 205.5 | |||
Subsequent Event | |||||||
Dividends declared per share (in dollars per share) | $ 0.29 |
Stock-Based Compensation, Stock
Stock-Based Compensation, Stock-based Comp Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-Based Compensation | ||||
Expense incurred for stock-based compensation plans | $ 19 | $ 16.6 | $ 51 | $ 46.4 |
Recognized tax benefit related to stock-based compensation | 12.7 | 3.6 | 33.8 | 27.1 |
Excess tax benefit from option exercises | $ 10.7 | $ 1.6 | $ 28.1 | $ 21.3 |
Stock-Based Compensation, Sto_2
Stock-Based Compensation, Stock Options (Details) | 9 Months Ended |
Sep. 30, 2020shares | |
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 | 5,022,770 |
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, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Stock option activity | |||||
Options outstanding at the beginning of the period (in shares) | 38,509,405 | 34,869,590 | 35,675,206 | 35,675,206 | |
Non-vested options, options granted (in shares) | 0 | 6,106,700 | 0 | ||
Options exercised (in shares) | (1,979,478) | (2,425,365) | (715,546) | ||
Options forfeited (in shares) | (46,030) | (41,520) | (90,070) | ||
Options outstanding at the end of the period (in shares) | 36,483,897 | 38,509,405 | 34,869,590 | 36,483,897 | 35,675,206 |
Vested and non-vested options expected to vest at the end of the period (in shares) | 34,068,401 | 34,068,401 | |||
Exercisable at the end of the period (in shares) | 17,841,197 | 17,841,197 | |||
Weighted Average Exercise Price | |||||
Weighted average exercise price, options outstanding at the beginning of the period (in dollars per share) | $ 72.78 | $ 68.19 | $ 67.70 | $ 67.70 | |
Weighted average exercise price, options granted (in dollars per share) | 0 | 90.23 | 0 | ||
Weighted average exercise price, options exercised (in dollars per share) | 53.74 | 50.57 | 42.46 | ||
Weighted average exercise price, options forfeited (in dollars per share) | 84.10 | 80.75 | 80.19 | ||
Weighted average exercise price, options outstanding at the end of the period (in dollars per share) | 73.80 | $ 72.78 | $ 68.19 | 73.80 | $ 67.70 |
Weighted average exercise price, vested and non-vested options expected to vest (in dollars per share) | 73.14 | 73.14 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 62.37 | $ 62.37 | |||
Weighted Average Remaining Contractual Term | |||||
Weighted average remaining contractual term of options outstanding | 6 years 10 months 17 days | 7 years 3 days | 6 years 6 months 21 days | 6 years 9 months | |
Weighted average remaining contractual term of options vested options and non-vested expected to vest | 6 years 9 months 14 days | ||||
Weighted average remaining contractual term of options exercisable | 5 years 5 months 4 days | ||||
Aggregate Intrinsic Value | |||||
Aggregate intrinsic value of options outstanding | $ 1,257.7 | $ 887.2 | $ 356 | $ 1,257.7 | $ 1,445.9 |
Aggregate intrinsic value of options, vested and non-vested options expected to vest | 1,196.7 | 1,196.7 | |||
Aggregate intrinsic value of options exercisable | $ 818.9 | $ 818.9 |
Stock-Based Compensation, Non-V
Stock-Based Compensation, Non-Vested Stock Option Activity (Details) - Stock Options - $ / shares | 3 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Status of the Company's non-vested options and changes during the year | |||
Non-vested options at the beginning of the period (in shares) | 18,774,960 | 18,858,840 | 19,016,830 |
Non-vested options, options granted (in shares) | 0 | 6,106,700 | 0 |
Non-vested options, options vested (in shares) | (86,230) | (6,149,060) | (67,920) |
Non-vested options, options forfeited (in shares) | (46,030) | (41,520) | (90,070) |
Non-vested options at the end of the period (in shares) | 18,642,700 | 18,774,960 | 18,858,840 |
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) | $ 12.83 | $ 10.73 | $ 10.72 |
Weighted average fair value at grant date, options granted (in dollars per share) | 0 | 16.35 | 0 |
Weighted average fair value at grant date, options vested (in dollars per share) | 9.04 | 9.88 | 8.62 |
Weighted average fair value at grant date, options forfeited (in dollars per share) | 12.27 | 10.96 | 10.89 |
Weighted average fair value at the grant date, options outstanding at the end of the period (in dollars per share) | $ 12.85 | $ 12.83 | $ 10.73 |
Stock-Based Compensation, Optio
Stock-Based Compensation, Option Plans (Details) - Stock Options - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-Based Compensation | ||||
Total intrinsic value of stock options exercised (in dollars) | $ 107.6 | $ 27 | $ 277.9 | $ 207.4 |
Total fair value of stock options vested (in dollars) | 0.8 | $ 0.9 | 62.1 | $ 57.1 |
Total compensation cost related to non-vested options not yet recognized (in dollars) | $ 194.3 | $ 194.3 | ||
Weighted average expected amortization period | 3 years 7 months 2 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, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | |||||
Shares available for the granting of additional stock options | 81,671 | 81,671 | |||
Restricted share activity | |||||
Restricted shares outstanding at the beginning of the period (in shares) | 12,418 | 12,516 | 12,516 | 12,516 | |
Shares vested and issued (in shares) | (12,516) | ||||
Restricted shares granted (in shares) | 757 | 12,418 | 0 | ||
Restricted shares outstanding at the end of the period (in shares) | 13,175 | 12,418 | 12,516 | 13,175 | 12,516 |
Fair Value at Grant Date | |||||
Fair value at the grant date, restricted shares outstanding at the beginning of the period (in dollars per share) | $ 90.21 | $ 89.49 | $ 89.49 | $ 89.49 | |
Fair value of restricted shares vested and issued (in dollars per share) | 89.49 | ||||
Fair value of restricted shares granted (in dollars per share) | 105.83 | 90.21 | 0 | ||
Fair value at the grant date, restricted shares outstanding at the end of the period (in dollars per share) | $ 91.11 | $ 90.21 | $ 89.49 | $ 91.11 | $ 89.49 |
Weighted Average Remaining Amortization Term (in years) | 7 months 17 days | 10 months 17 days | 1 month 17 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 17 days |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share | ||||
Net income attributable to Amphenol Corporation shareholders | $ 346.6 | $ 280.3 | $ 846.4 | $ 836.3 |
Basic weighted average common shares outstanding (in shares) | 298.8 | 296.6 | 297.6 | 297.6 |
Effect of dilutive stock options (in shares) | 9.4 | 9.6 | 8.6 | 10.2 |
Diluted weighted average common shares outstanding (in shares) | 308.2 | 306.2 | 306.2 | 307.8 |
Earnings per share attributable to Amphenol Corporation shareholders: | ||||
Basic (in dollars per share) | $ 1.16 | $ 0.95 | $ 2.84 | $ 2.81 |
Diluted (in dollars per share) | $ 1.12 | $ 0.92 | $ 2.76 | $ 2.72 |
Anti-dilutive common shares | ||||
Anti-dilutive stock options, excluded from the computations of earnings per share (in shares) | 4.6 | 12.2 | 6.1 | 8.6 |
Benefit Plans and Other Postr_3
Benefit Plans and Other Postretirement Benefits, Net pension expense (Details) - Pension Benefits - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Components of net pension expense: | ||||
Service cost | $ 1,900,000 | $ 2,000,000 | $ 5,600,000 | $ 5,500,000 |
Interest cost | 4,200,000 | 5,400,000 | 12,500,000 | 16,200,000 |
Expected return on plan assets | (9,300,000) | (9,200,000) | (27,800,000) | (27,800,000) |
Amortization of prior service cost | 500,000 | 400,000 | 1,600,000 | 1,300,000 |
Amortization of net actuarial losses | 6,300,000 | 4,600,000 | 18,800,000 | 13,900,000 |
Net pension expense | 3,600,000 | $ 3,200,000 | 10,700,000 | $ 9,100,000 |
United States | ||||
Defined Benefit Plan Disclosure | ||||
Estimated future employer contribution in fiscal year | $ 0 | $ 0 |
Benefit Plans and Other Postr_4
Benefit Plans and Other Postretirement Benefits, Defined contribution plans (Details) - United States - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Defined Contribution Plan Disclosure | ||
Contributions to U.S. defined contribution plans by the Company, maximum percentage of eligible compensation | 6.00% | |
Matching contributions to U.S. defined contribution plans by the Company | $ 10 | $ 9.8 |
Acquisitions (Details)
Acquisitions (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2019USD ($) | Sep. 30, 2020USD ($)contract | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)contract | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)contract | Mar. 31, 2020USD ($) | |
Acquisitions | |||||||
Number of acquisitions | contract | 9 | ||||||
Number of 2019 acquisitions whose acquisition accounting has not yet been completed | contract | 1 | 1 | |||||
Acquisition-related expenses | $ 0 | $ 0 | $ 0 | $ 25.4 | |||
Acquisition-related expenses, net of tax | 21 | ||||||
Purchase price, net of cash acquired | 50.3 | 891.2 | $ 937.4 | ||||
Contingent consideration | $ 75 | ||||||
Amortization expense | $ 12.3 | $ 13.6 | $ 37.6 | 54 | |||
SSI Controls Technologies | |||||||
Acquisitions | |||||||
Purchase price, net of cash acquired | $ 400 | ||||||
Backlog | |||||||
Acquisitions | |||||||
Amortization of acquired backlog | 15.7 | ||||||
Backlog | SSI Controls Technologies | |||||||
Acquisitions | |||||||
Amortization of acquired backlog | $ 12.5 | ||||||
Interconnect Products and Assemblies | |||||||
Acquisitions | |||||||
Number of acquisitions | contract | 2 | 8 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill. | |
Goodwill, Beginning Balance | $ 4,867.1 |
Acquisition-related | 49.7 |
Foreign currency translation | 38.7 |
Goodwill, Ending Balance | 4,955.5 |
Interconnect Products and Assemblies | |
Goodwill. | |
Goodwill, Beginning Balance | 4,710 |
Acquisition-related | 49.2 |
Foreign currency translation | 38.7 |
Goodwill, Ending Balance | 4,797.9 |
Cable Products and Solutions | |
Goodwill. | |
Goodwill, Beginning Balance | 157.1 |
Acquisition-related | 0.5 |
Foreign currency translation | 0 |
Goodwill, Ending Balance | $ 157.6 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Goodwill Impairment Results (Details) $ in Millions | Jul. 01, 2020USD ($) | Sep. 30, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Goodwill and Other Intangible Assets | ||||
Goodwill impairment | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Number of reporting units | segment | 2 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Intangible Assets | ||
Weighted average useful lives of acquired amortizable intangible assets | 9 years | |
Gross Carrying Amount (definite-lived) | $ 657.8 | $ 651.9 |
Accumulated Amortization | 435.7 | 396 |
Net Carrying Amount, (definite-lived) | 222.1 | 255.9 |
Indefinite-lived trade name intangible asset | 186.1 | 186.1 |
Intangible assets, gross (excluding goodwill) | 843.9 | 838 |
Net Carrying Amount, intangible assets | $ 408.2 | 442 |
Customer relationships | ||
Intangible Assets | ||
Weighted average useful lives of acquired amortizable intangible assets | 9 years | |
Gross Carrying Amount (definite-lived) | $ 452 | 446.2 |
Accumulated Amortization | 301.5 | 272.2 |
Net Carrying Amount, (definite-lived) | $ 150.5 | 174 |
Proprietary technology | ||
Intangible Assets | ||
Weighted average useful lives of acquired amortizable intangible assets | 11 years | |
Gross Carrying Amount (definite-lived) | $ 156.1 | 156 |
Accumulated Amortization | 84.8 | 74.4 |
Net Carrying Amount, (definite-lived) | $ 71.3 | 81.6 |
Backlog and other | ||
Intangible Assets | ||
Weighted average useful lives of acquired amortizable intangible assets | 2 years | |
Gross Carrying Amount (definite-lived) | $ 49.7 | 49.7 |
Accumulated Amortization | 49.4 | 49.4 |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Intangible assets | ||||
Amortization expense | $ 12.3 | $ 13.6 | $ 37.6 | $ 54 |
Amortization expense estimated for each of the next five fiscal years | ||||
Remainder of 2020 | 12 | 12 | ||
2021 | 45.7 | 45.7 | ||
2022 | 38.2 | 38.2 | ||
2023 | 35.4 | 35.4 | ||
2024 | 29.8 | 29.8 | ||
2025 | $ 20.5 | $ 20.5 | ||
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Other Intangible Assets | |||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Reportable Business Segments, S
Reportable Business Segments, Segment Results (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | |
Segment reporting information | ||||
Number of reportable business segments | segment | 2 | |||
Net sales | $ 2,323.4 | $ 2,100.6 | $ 6,172.9 | $ 6,074.4 |
Operating income | 475.8 | 413.6 | 1,150.1 | 1,189.4 |
Interconnect Products and Assemblies | ||||
Segment reporting information | ||||
Net sales | 2,221.9 | 2,000.8 | 5,899.4 | 5,789 |
Cable Products and Solutions | ||||
Segment reporting information | ||||
Net sales | 101.5 | 99.8 | 273.5 | 285.4 |
Operating Segment | ||||
Segment reporting information | ||||
Net sales | 2,323.4 | 2,100.6 | 6,172.9 | 6,074.4 |
Operating income | 509.3 | 444.1 | 1,243.3 | 1,301.7 |
Operating Segment | Interconnect Products and Assemblies | ||||
Segment reporting information | ||||
Net sales | 2,221.9 | 2,000.8 | 5,899.4 | 5,789 |
Operating income | 498.4 | 433.9 | 1,217.6 | 1,272.4 |
Operating Segment | Cable Products and Solutions | ||||
Segment reporting information | ||||
Net sales | 101.5 | 99.8 | 273.5 | 285.4 |
Operating income | 10.9 | 10.2 | 25.7 | 29.3 |
Operating Segment | Corporate and Other | ||||
Segment reporting information | ||||
Net sales | 0 | 0 | 0 | 0 |
Inter-Segment | ||||
Segment reporting information | ||||
Net sales | 28 | 23.6 | 66.7 | 63.7 |
Inter-Segment | Interconnect Products and Assemblies | ||||
Segment reporting information | ||||
Net sales | 18.4 | 11.9 | 39.4 | 22.9 |
Inter-Segment | Cable Products and Solutions | ||||
Segment reporting information | ||||
Net sales | 9.6 | 11.7 | 27.3 | 40.8 |
Inter-Segment | Corporate and Other | ||||
Segment reporting information | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information | ||||
Operating income | $ 475.8 | $ 413.6 | $ 1,150.1 | $ 1,189.4 |
Stock-based compensation expense | (19) | (16.6) | (51) | (46.4) |
Acquisition-related expenses | 0 | 0 | 0 | (25.4) |
Other operating expenses | (14.5) | (13.9) | (42.2) | (40.5) |
Interest expense | (28) | (29.7) | (87.1) | (89.5) |
Loss on early extinguishment of debt | 0 | (14.3) | 0 | (14.3) |
Other income, net | 1 | 4.5 | 3.4 | 7.6 |
Income before income taxes | 448.8 | 374.1 | 1,066.4 | 1,093.2 |
Operating Segment | ||||
Segment Reporting Information | ||||
Operating income | $ 509.3 | $ 444.1 | $ 1,243.3 | $ 1,301.7 |
Revenue Recognition (Details)
Revenue Recognition (Details) - item | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue recognition | ||||
Net sales | $ 2,323.4 | $ 2,100.6 | $ 6,172.9 | $ 6,074.4 |
United States | ||||
Revenue recognition | ||||
Net sales | 668.8 | 667.9 | 1,854 | 1,879.6 |
China | ||||
Revenue recognition | ||||
Net sales | 720.8 | 594.5 | 1,782.9 | 1,660.2 |
Other foreign locations | ||||
Revenue recognition | ||||
Net sales | 933.8 | 838.2 | 2,536 | 2,534.6 |
End customers and contract manufacturers | ||||
Revenue recognition | ||||
Net sales | 1,958.7 | 1,790.1 | 5,164.3 | 5,164.5 |
Distributors and resellers | ||||
Revenue recognition | ||||
Net sales | 364.7 | 310.5 | 1,008.6 | 909.9 |
Interconnect Products and Assemblies | ||||
Revenue recognition | ||||
Net sales | 2,221.9 | 2,000.8 | 5,899.4 | 5,789 |
Interconnect Products and Assemblies | United States | ||||
Revenue recognition | ||||
Net sales | 607.8 | 613.6 | 1,695.1 | 1,736.3 |
Interconnect Products and Assemblies | China | ||||
Revenue recognition | ||||
Net sales | 719 | 593.2 | 1,778.6 | 1,656.1 |
Interconnect Products and Assemblies | Other foreign locations | ||||
Revenue recognition | ||||
Net sales | 895.1 | 794 | 2,425.7 | 2,396.6 |
Interconnect Products and Assemblies | End customers and contract manufacturers | ||||
Revenue recognition | ||||
Net sales | 1,872.9 | 1,710.1 | 4,935.6 | 4,944.2 |
Interconnect Products and Assemblies | Distributors and resellers | ||||
Revenue recognition | ||||
Net sales | 349 | 290.7 | 963.8 | 844.8 |
Cable Products and Solutions | ||||
Revenue recognition | ||||
Net sales | 101.5 | 99.8 | 273.5 | 285.4 |
Cable Products and Solutions | United States | ||||
Revenue recognition | ||||
Net sales | 61 | 54.3 | 158.9 | 143.3 |
Cable Products and Solutions | China | ||||
Revenue recognition | ||||
Net sales | 1.8 | 1.3 | 4.3 | 4.1 |
Cable Products and Solutions | Other foreign locations | ||||
Revenue recognition | ||||
Net sales | 38.7 | 44.2 | 110.3 | 138 |
Cable Products and Solutions | End customers and contract manufacturers | ||||
Revenue recognition | ||||
Net sales | 85.8 | 80 | 228.7 | 220.3 |
Cable Products and Solutions | Distributors and resellers | ||||
Revenue recognition | ||||
Net sales | $ 15.7 | $ 19.8 | $ 44.8 | $ 65.1 |