UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 18, 2013
AMPHENOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
1-10879 |
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22-2785165 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
358 Hall Avenue, Wallingford, Connecticut |
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06492 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (203) 265-8900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On July 18, 2013, Amphenol Corporation issued a press release setting forth the Companys 2013 second quarter earnings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Statements in this Form 8-K which are other than historical facts are intended to be forward-looking statements within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws. While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated. Please refer to Part I, Item 1A of the Companys Form 10-K for the year ended December 31, 2012, for some factors that could cause the actual results to differ from estimates. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated July 18, 2013
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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AMPHENOL CORPORATION | |
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| ||
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By: |
/s/ Diana G. Reardon | |
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Diana G. Reardon | |
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Executive Vice President | |
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and Chief Financial Officer | |
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Date: July 18, 2013 |
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EXHIBIT 99.1
Amphenol |
News Release |
World Headquarters
358 Hall Avenue
P. O. Box 5030
Wallingford, CT 06492-7530
Telephone (203) 265-8900
FOR IMMEDIATE RELEASE | |
| |
|
For Further Information: |
|
Diana G. Reardon |
|
Executive Vice President and |
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Chief Financial Officer |
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203-265-8630 |
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www.amphenol.com |
SECOND QUARTER 2013 RESULTS
AND INCREASE IN DIVIDEND
REPORTED BY AMPHENOL CORPORATION
Wallingford, Connecticut. July 18, 2013. Amphenol Corporation (NYSE-APH) reported today second quarter 2013 diluted earnings per share of $.95 compared to $.86 per share for the comparable 2012 period. Sales for the second quarter 2013 were $1.136 billion compared to $1.061 billion for the 2012 period. Currency translation had the effect of increasing sales by approximately $2.1 million in the second quarter 2013 compared to the 2012 period.
For the six months ended June 30, 2013 diluted earnings per share was $1.89 on an as reported basis and $1.82 excluding a one-time tax benefit compared to $1.63 for the comparable 2012 period. The 2013 period includes an income tax benefit of $11 million, or $.07 per share, resulting from the delay, by the U. S. government, in the reinstatement of certain federal income tax provisions for the year 2012 relating primarily to research and development credits and certain U.S. taxes on foreign income. Such tax provisions were reinstated on January 2, 2013 with retroactive effect to 2012. Under U.S. GAAP, the related benefit to the Company of $11 million, or $.07 per share, relating to the 2012 tax year was recorded as a one-time benefit in the first quarter of 2013 at the date of reinstatement. Sales for the six months ended June 30, 2013 were $2.216 billion compared to $2.043 billion for the 2012 period. Currency translation had no significant effect on sales for the six month 2013 period compared to the 2012 period.
In addition, the Companys Board of Directors has approved an increase in the quarterly dividend from $.105 per share to $.20 per share to be paid on or about October 2, 2013 to holders of record of the Companys Class A Common stock as of September 11, 2013.
Amphenol President and Chief Executive Officer, R. Adam Norwitt, stated We are pleased to report strong second quarter sales up 7% over the comparable 2012 quarter and 5% sequentially. The sales growth over last year was driven by increases in nearly all of our served markets led by the commercial aerospace, automotive, mobile networks and broadband markets with contributions from both organic growth and our acquisition program. Sequentially, we grew in the information technology and data communications, mobile networks, broadband, industrial and automotive markets, but experienced modest sequential declines in the mobile device and defense markets. Our strong growth is further confirmation of the significant benefits of the Companys technology leadership and diversification. We are encouraged to have achieved orders of $1.177 billion in the second quarter, representing a book-to-bill of 1.04 to 1. In addition, it is extremely rewarding that the Companys unique entrepreneurial culture continues to drive an unwavering focus on profitability, resulting in an operating margin improvement of 30 basis points over the prior year quarter to 19.7%, driving strong 10% EPS growth and record EPS of $.95 in the quarter. These results are a direct result of our management teams ability to react quickly in a dynamic environment, especially given the continuing high levels of uncertainty in most of the worlds economies. I am very proud of our organization as we continue to execute well.
Our ongoing strategy of market and geographic diversification combined with our strong commitment to developing enabling technologies for our customers in all markets, both through organic product development and through our acquisition program, continues to expand the Companys growth opportunities. Consistent with that strategy, at the end of the second quarter, the Company completed the acquisition of DC Electronics, a U.S. manufacturer of value-add interconnect products for a broad range of harsh environment industrial applications with annual sales of approximately $40 million. This acquisition expands the Companys presence in a very important and growing technology area. In addition to our successful acquisition program, the Company continues to deploy its financial strength in a variety of ways to increase shareholder value including, in this quarter, the purchase of 1.2 million shares of the Companys stock pursuant to our stock repurchase plan and an increase in the quarterly dividend from $.105 per share to $.20 per share.
There is still a great deal of market uncertainty in the global economy and, in particular, increasing levels of volatility in the mobile device market. Accordingly, and assuming current currency exchange rates, we expect third quarter 2013 revenues in the range of $1.120 billion to $1.145 billion and diluted EPS in the range of $.95 to $.98. For the year 2013, we now expect to achieve revenues and diluted EPS in the range of $4.490 billion to $4.540 billion and $3.73 to $3.79 (excluding one-time items), respectively, an increase of 5% to 6% over 2012 revenues and 7% to 9% over 2012 diluted EPS (excluding one-time items). This compares to prior full year 2013 guidance for revenues and diluted EPS in the range of $4.580 billion to $4.655 billion and $3.76 to $3.85 (excluding one-time items), respectively. Despite the many uncertainties in the global economy, we believe we can perform well in the dynamic electronics marketplace due to our leading technology, increasing positions with our customers in diverse markets, worldwide presence, lean cost structure, and agile, experienced and entrepreneurial management team.
The electronics revolution continues to accelerate, with new applications and higher performance requirements driving increased demand for our leading interconnect technologies in all of our end markets. This creates a significant, long-term growth opportunity for Amphenol. Importantly, our ongoing actions to enhance our competitive advantages and build sustained financial strength have created a solid base for future performance. I am confident in the ability of our outstanding management team to dynamically adjust to the constantly changing market environment, to continue to generate strong profitability and to further capitalize on the many opportunities to expand our market position.
The Company will host a conference call to discuss its second quarter results at 1:00 PM (EST) July 18, 2013. The toll free dial-in number to participate in this call is 888-395-9624; International dial-in number is 517-623-4547; Passcode: REARDON. There will be a replay available until 11:59 P.M. (EST) on Sunday, August 18, 2013. The replay numbers are toll free 800-814-6746; International toll number is 203-369-3827; Passcode: 71813.
A live broadcast as well as a replay will also be available on the Internet at http://www.amphenol.com/investors/webcasts.php.
Amphenol Corporation is one of the worlds largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems, antennas and coaxial and high-speed specialty cable. Amphenol designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa and sells its products through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified presence as a leader in high growth areas of the interconnect market including: Automotive, Broadband Communications, Commercial Aerospace, Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks.
Statements in this press release which are other than historical facts are intended to be forward-looking statements within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws. While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated. Please refer to Part I, Item 1A of the Companys Form 10-K for the year ended December 31, 2012, for some factors that could cause the actual results to differ from estimates. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands, except per share data)
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Three Months Ended |
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Six Months Ended |
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2013 |
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2012 |
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2013 |
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2012 |
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Net sales |
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$ |
1,136,067 |
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$ |
1,061,107 |
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$ |
2,215,872 |
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$ |
2,042,711 |
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Cost of sales |
|
776,279 |
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726,946 |
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1,518,192 |
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1,399,279 |
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Gross profit |
|
359,788 |
|
334,161 |
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697,680 |
|
643,432 |
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Selling, general and administrative expense |
|
135,775 |
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127,985 |
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266,710 |
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251,977 |
| ||||
Operating income |
|
224,013 |
|
206,176 |
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430,970 |
|
391,455 |
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|
|
|
|
|
|
|
|
|
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Interest expense |
|
(15,621 |
) |
(15,099 |
) |
(31,078 |
) |
(28,848 |
) | ||||
Other income, net |
|
3,033 |
|
2,634 |
|
5,818 |
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4,821 |
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Income before income taxes |
|
211,425 |
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193,711 |
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405,710 |
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367,428 |
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Provision for income taxes |
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(56,557 |
) |
(51,818 |
) |
(97,229 |
) |
(98,287 |
) | ||||
Net income |
|
154,868 |
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141,893 |
|
308,481 |
|
269,141 |
| ||||
Less: Net income attributable to noncontrolling interests |
|
(880 |
) |
(951 |
) |
(1,486 |
) |
(1,636 |
) | ||||
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Net income attributable to Amphenol Corporation |
|
$ |
153,988 |
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$ |
140,942 |
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$ |
306,995 |
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$ |
267,505 |
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Net income per common share-Basic |
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$ |
0.96 |
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$ |
0.87 |
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$ |
1.92 |
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$ |
1.65 |
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Weighted average common shares outstanding-Basic |
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159,705,021 |
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161,511,550 |
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159,721,503 |
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162,186,707 |
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Net income per common share-Diluted (1) |
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$ |
0.95 |
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$ |
0.86 |
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$ |
1.89 |
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$ |
1.63 |
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|
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|
|
|
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|
| ||||
Weighted average common shares outstanding-Diluted |
|
162,935,428 |
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163,871,565 |
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162,824,829 |
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164,613,352 |
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|
|
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|
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Dividends declared per common share |
|
$ |
0.105 |
|
$ |
0.105 |
|
$ |
0.210 |
|
$ |
0.210 |
|
Note 1: Earnings per share in the six months ended June 30, 2013 included an income tax benefit of $11.3 million, or $.07 per share, resulting from the delay, by the U. S. government, in the reinstatement of certain federal income tax provisions for the year 2012 relating primarily to research and development credits and certain U.S. taxes on foreign income. Such tax provisions were reinstated on January 2, 2013 with retroactive effect to 2012. Under U.S. GAAP, the related benefit to the Company of $11.3 million, or $.07 per share, relating to the 2012 tax year was recorded as a one-time benefit in the first quarter of 2013 at the date of reinstatement. Excluding these effects, diluted earnings per share was $1.82 for the six months ended June 30, 2013.
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(Unaudited)
|
|
June 30, |
|
December 31, |
| ||
Assets |
|
|
|
|
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Current Assets: |
|
|
|
|
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Cash and cash equivalents |
|
$ |
723,659 |
|
$ |
690,850 |
|
Short-term investments |
|
418,893 |
|
251,653 |
| ||
Total cash, cash equivalents and short-term investments |
|
1,142,552 |
|
942,503 |
| ||
Accounts receivable, less allowance for doubtful accounts of $11,004 and $10,372, respectively |
|
905,823 |
|
910,711 |
| ||
Inventories |
|
703,489 |
|
733,718 |
| ||
Other current assets |
|
122,606 |
|
119,983 |
| ||
|
|
|
|
|
| ||
Total current assets |
|
2,874,470 |
|
2,706,915 |
| ||
|
|
|
|
|
| ||
Land and depreciable assets, less accumulated depreciation of $756,788 and $715,895, respectively |
|
424,844 |
|
417,436 |
| ||
Goodwill |
|
1,952,251 |
|
1,932,740 |
| ||
Other long-term assets |
|
152,736 |
|
158,372 |
| ||
|
|
|
|
|
| ||
|
|
$ |
5,404,301 |
|
$ |
5,215,463 |
|
|
|
|
|
|
| ||
Liabilities & Equity |
|
|
|
|
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Current Liabilities: |
|
|
|
|
| ||
Accounts payable |
|
$ |
447,159 |
|
$ |
496,525 |
|
Accrued salaries, wages and employee benefits |
|
84,591 |
|
89,142 |
| ||
Accrued income taxes |
|
81,946 |
|
94,341 |
| ||
Other accrued expenses |
|
118,264 |
|
108,213 |
| ||
Short-term debt |
|
83,599 |
|
100,293 |
| ||
|
|
|
|
|
| ||
Total current liabilities |
|
815,559 |
|
888,514 |
| ||
|
|
|
|
|
| ||
Long-term debt |
|
1,698,951 |
|
1,606,204 |
| ||
Accrued pension and post-employment benefit obligations |
|
250,373 |
|
244,571 |
| ||
Other long-term liabilities |
|
42,158 |
|
33,992 |
| ||
Equity: |
|
|
|
|
| ||
Common stock |
|
160 |
|
160 |
| ||
Additional paid-in capital |
|
434,236 |
|
336,683 |
| ||
Accumulated earnings |
|
2,302,541 |
|
2,210,120 |
| ||
Accumulated other comprehensive loss |
|
(151,798 |
) |
(117,004 |
) | ||
|
|
|
|
|
| ||
Total shareholders equity attributable to Amphenol Corporation |
|
2,585,139 |
|
2,429,959 |
| ||
|
|
|
|
|
| ||
Noncontrolling interests |
|
12,121 |
|
12,223 |
| ||
Total equity |
|
2,597,260 |
|
2,442,182 |
| ||
|
|
|
|
|
| ||
|
|
$ |
5,404,301 |
|
$ |
5,215,463 |
|
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(dollars in thousands)
(Unaudited)
|
|
Six Months Ended |
| ||||
|
|
2013 |
|
2012 |
| ||
Cash flow from operating activities: |
|
|
|
|
| ||
Net income |
|
$ |
308,481 |
|
$ |
269,141 |
|
Adjustments for cash from operating activities: |
|
|
|
|
| ||
Depreciation and amortization |
|
66,762 |
|
58,591 |
| ||
Stock-based compensation expense |
|
17,175 |
|
15,101 |
| ||
Excess tax benefits from stock-based compensation payment arrangements |
|
(16,023 |
) |
(9,677 |
) | ||
Net change in components of working capital |
|
(26,727 |
) |
(40,573 |
) | ||
Net change in other long-term assets and liabilities |
|
11,138 |
|
(978 |
) | ||
|
|
|
|
|
| ||
Cash flow provided by operating activities |
|
360,806 |
|
291,605 |
| ||
|
|
|
|
|
| ||
Cash flow from investing activities: |
|
|
|
|
| ||
Additions to property, plant and equipment |
|
(66,037 |
) |
(63,422 |
) | ||
Proceeds from disposals of fixed assets |
|
1,412 |
|
2,304 |
| ||
Purchases of short-term investments |
|
(408,845 |
) |
(142,330 |
) | ||
Sales and maturities of short-term investments |
|
241,605 |
|
141,728 |
| ||
Acquisitions, net of cash acquired |
|
(44,036 |
) |
(82,349 |
) | ||
|
|
|
|
|
| ||
Cash flow used in investing activities |
|
(275,901 |
) |
(144,069 |
) | ||
|
|
|
|
|
| ||
Cash flow from financing activities: |
|
|
|
|
| ||
Issuance of senior notes |
|
|
|
498,730 |
| ||
Borrowings under credit facilities |
|
302,583 |
|
436,036 |
| ||
Repayments under credit facilities |
|
(225,842 |
) |
(767,900 |
) | ||
Payments of fees and expenses related to debt financing |
|
|
|
(4,318 |
) | ||
Proceeds from exercise of stock options |
|
64,204 |
|
35,708 |
| ||
Excess tax benefits from stock-based compensation payment arrangements |
|
16,023 |
|
9,677 |
| ||
Payments to shareholders of non-controlling interests |
|
(1,736 |
) |
(1,650 |
) | ||
Purchase and retirement of treasury stock |
|
(181,108 |
) |
(201,020 |
) | ||
Dividend payments |
|
(16,756 |
) |
(19,500 |
) | ||
|
|
|
|
|
| ||
Cash flow used in financing activities |
|
(42,632 |
) |
(14,237 |
) | ||
|
|
|
|
|
| ||
Effect of exchange rate changes on cash and cash equivalents |
|
(9,464 |
) |
(2,371 |
) | ||
|
|
|
|
|
| ||
Net change in cash and cash equivalents |
|
32,809 |
|
130,928 |
| ||
Cash and cash equivalents balance, beginning of period |
|
690,850 |
|
515,086 |
| ||
|
|
|
|
|
| ||
Cash and cash equivalents balance, end of period |
|
$ |
723,659 |
|
$ |
646,014 |
|
AMPHENOL CORPORATION
SEGMENT INFORMATION
(dollars in thousands)
(Unaudited)
|
|
Three months ended |
|
Six Months Ended |
| ||||||||
|
|
June 30, |
|
June 30, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Trade Sales: |
|
|
|
|
|
|
|
|
| ||||
Interconnect Products |
|
$ |
1,045,751 |
|
$ |
985,490 |
|
$ |
2,041,677 |
|
$ |
1,893,525 |
|
Cable Products |
|
90,316 |
|
75,617 |
|
174,195 |
|
149,186 |
| ||||
Consolidated |
|
$ |
1,136,067 |
|
$ |
1,061,107 |
|
$ |
2,215,872 |
|
$ |
2,042,711 |
|
|
|
|
|
|
|
|
|
|
| ||||
Operating income: |
|
|
|
|
|
|
|
|
| ||||
Interconnect Products |
|
$ |
230,082 |
|
$ |
212,586 |
|
$ |
443,383 |
|
$ |
403,445 |
|
Cable Products |
|
12,443 |
|
10,458 |
|
24,043 |
|
21,134 |
| ||||
Stock-based compensation expense |
|
(8,890 |
) |
(7,610 |
) |
(17,171 |
) |
(15,101 |
) | ||||
Other operating expenses |
|
(9,622 |
) |
(9,258 |
) |
(19,285 |
) |
(18,023 |
) | ||||
Operating income |
|
$ |
224,013 |
|
$ |
206,176 |
|
$ |
430,970 |
|
$ |
391,455 |
|
|
|
|
|
|
|
|
|
|
| ||||
ROS%: |
|
|
|
|
|
|
|
|
| ||||
Interconnect Products |
|
22.0 |
% |
21.6 |
% |
21.7 |
% |
21.3 |
% | ||||
Cable Products |
|
13.8 |
% |
13.8 |
% |
13.8 |
% |
14.2 |
% | ||||
Stock-based compensation expense |
|
-0.8 |
% |
-0.7 |
% |
-0.8 |
% |
-0.7 |
% | ||||
Other operating expenses |
|
-0.8 |
% |
-0.9 |
% |
-0.9 |
% |
-0.9 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Consolidated |
|
19.7 |
% |
19.4 |
% |
19.4 |
% |
19.2 |
% |