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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 2000
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ___________
Commission file number 1-10879
AMPHENOL CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 22-2785165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
358 Hall Avenue, Wallingford, Connecticut 06492
203-265-8900
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock, $.001 par value New York Stock Exchange, Inc.
(Title of each Class) (Name of each Exchange
on which Registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
The aggregate market value of Amphenol Corporation common stock, $.001 par
value, held by non-affiliates was approximately $737 million based on the
reported last sale price of such stock on the New York Stock Exchange on
February 28, 2001.
As of February 28, 2001 the total number of shares outstanding of registrant's
common stock was 41,686,887.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement which is expected to be
filed within 120 days following the end of the fiscal year covered by this
report, are incorporated by reference into Part III hereof.
1
INDEX Page
PART I 3
Item 1. Business 3
General 3
Business Segments 5
International Operations 7
Customers 7
Manufacturing 7
Research and Development 8
Trademarks and Patents 8
Competition 8
Backlog 8
Employees 9
Cautionary Statements for Purposes of Forward
Looking Information 10
Item 2. Properties 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security-Holders 13
Item 4.1 Executive Officers 13
PART II 14
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters 14
Item 6. Selected Financial Data 15
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk 18
Item 8. Financial Statements and Supplementary Data 20
Report of Management 20
Independent Auditors' Report 20
Consolidated Statement of Income 21
Consolidated Balance Sheet 22
Consolidated Statement of Changes in
Shareholders' Equity 23
Consolidated Statement of Cash Flow 24
Notes to Consolidated Financial Statements 25
Item 9. Changes in and Disagreements with Independent
Accountants on Accounting and Financial Disclosure 35
PART III 35
Item 10. Directors and Executive Officers of the Registrant 35
Item 11. Executive Compensation 35
Item 12. Security Ownership of Certain Beneficial Owners and
Management 35
Item 13. Certain Relationships and Related Transactions 35
PART IV 36
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 36
Signature of the Registrant 40
Signatures of the Directors 40
2
PART I
Item 1. Business
General
Amphenol Corporation ("Amphenol" or the "Company") is one of the world's
largest designers, manufacturers and marketers of electrical, electronic and
fiber optic connectors, interconnect systems and coaxial and flat-ribbon cable.
The primary end markets for the Company's products are:
o communication systems for the converging technologies of voice,
video and data communications;
o industrial factory automation equipment and automotive and mass
transportation applications; and
o commercial and military aerospace applications.
The Company focuses on optimizing its mix of higher margin, higher growth
application specific products in its product offerings and maintaining
continuing programs of productivity improvement. Primarily as a result of these
initiatives, the Company's operating profit margin increased from 16% in 1999 to
18% in 2000. For 2000, the Company reported net sales, operating profit and net
income of $1,360 million, $244 million and $108 million, respectively. The table
below summarizes information regarding the Company's primary markets and end
applications for the Company's products:
Commercial and
Communications Industrial Military Aerospace
--------------------------------- ------------------------- ------------------------------
Percentage
of Sales 65% 20% 15%
Primary Voice Factory automation Military and Commercial
End o wireless handsets and Instrumentation systems Aircraft
Applications personal communication Automobile safety systems o avionics
devices and other on board o engine controls
o base stations and other electronics o flight controls
wireless infrastructure Mass transportation o passenger related systems
Video Oil exploration Missile systems
o cable television networks Off-road construction Battlefield communications
and set top converters Satellite and Space Station
Data programs
o cable modems
o servers and storage systems
o computers, personal computers
and related peripherals
o data networking equipment
3
The Company designs and manufactures connectors and interconnect systems
which are used primarily to conduct electrical and optical signals for a wide
range of sophisticated electronic applications. The Company believes, based
primarily on published market research, that it is one of the largest connector
manufacturers in the world. The Company has developed a broad range of connector
and interconnect products to serve the rapidly growing and converging voice,
video and data communications markets. The Company is also one of the leaders in
developing interconnect products for factory automation, machine tools,
instrumentation systems, mass transportation applications and automotive
applications, including airbags, pretensioner seatbelts and other on board
electronics. In addition, the Company is the leading supplier of high
performance, military-specification, circular environmental connectors that
require superior performance and reliability under conditions of stress and in
hostile environments. These conditions are frequently encountered in commercial
and military aerospace applications and other demanding industrial applications
such as oil exploration, medical instrumentation and off-road construction.
The Company believes that the worldwide industry for interconnect products
and systems is highly fragmented with over 2,000 producers of connectors
worldwide, of which the 10 largest, including Amphenol, accounted for a combined
market share of approximately 45% in 2000. Industry analysts estimate that the
total sales for the industry were approximately $40 billion in 2000.
The Company's Times Fiber subsidiary is the world's second largest
producer of coaxial cable for the cable television market. The Company believes
that its Times Fiber unit is one of the lowest cost producers of coaxial cable
for the cable television market, and that it is one of the technological leaders
in increasing the bandwidth of coaxial cable products. For example, Times Fiber
was the first to standardize a coaxial cable with a 1 GHZ bandwidth, and all of
its coaxial cable presently has that bandwidth capability. The Company's coaxial
cable and connector products are used in cable television systems including full
service cable television/telecommunication systems being installed by cable
operators and telecommunication companies offering video, voice and data
services. The Company is also a major supplier of coaxial cable to the
developing international cable television markets.
The Company is a global manufacturer employing advanced manufacturing
processes. The Company manufactures and assembles its products at facilities in
North America, South America, Europe, Asia and Australia. The Company sells its
connector products through its own global sales force and independent
manufacturers' representatives to thousands of OEMs in approximately 60
countries throughout the world as well as through a global network of
electronics distributors. The Company sells its coaxial cable products primarily
to cable television operators and to telecommunication companies who have
entered the broadband communications market. For the year 2000, approximately
57% of the Company's net sales were in North America, 25% were in Europe and 18%
were in Asia and other countries.
The Company implements its product development strategy through product
design teams and collaboration arrangements with customers which result in the
Company obtaining approved vendor status for its customers' new products and
programs. The Company seeks to have its products become widely accepted within
the industry for similar applications and products manufactured by other
potential customers, which the Company believes will provide additional sources
of future revenue. By developing application specific products, the Company has
decreased its exposure to standard products which generally experience greater
pricing pressure. In addition to product design teams and customer collaboration
arrangements, the Company uses key account managers to manage customer
relationships on a global basis such that it can bring to bear its total
resources to meet the worldwide needs of its multinational customers. The
Company is also focused on making strategic acquisitions in certain markets to
further broaden and enhance its product offerings and expand its global
capabilities.
4
Business Segments
The following table sets forth the dollar amounts of the Company's net
trade sales for its business segments. For a discussion of factors affecting
changes in sales by business segment, see "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
2000 1999 1998
- --------------------------------------------------------------------------------
(dollars in thousands)
Net trade sales by business segment:
Interconnect products and
assemblies $1,009,162 $ 769,967 $ 718,109
Cable products 350,540 240,636 200,768
---------- ---------- ----------
$1,359,702 $1,010,603 $ 918,877
========== ========== ==========
Net trade sales by geographic area:
United States operations $ 690,743 $ 519,459 $ 499,891
International operations (1) 668,959 491,144 418,986
---------- ---------- ----------
$1,359,702 $1,010,603 $ 918,877
========== ========== ==========
(1) Includes international coaxial cable sales, which are primarily export
sales.
- ----------
Interconnect Products and Assemblies. The Company produces a broad range
of interconnect products and assemblies primarily for voice, video and data
communication systems, commercial and military aerospace systems, automotive and
mass transportation applications, and industrial and factory automation
equipment. Interconnect products include connectors, which when attached to an
electronic or fiber optic cable, a printed circuit board or other device,
facilitate electronic or fiber optic transmission. Interconnect assemblies
generally consist of a system of cable and connectors for linking electronic and
fiber optic equipment. The Company designs and produces a broad range of
connector and cable assembly products used in communication applications, such
as: cable assemblies used in base stations for wireless communication systems;
smart card acceptor devices used in mobile GSM telephones, cable modems and
other applications to facilitate reading data from smart cards; fiber optic
couplers and connectors used in fiber optic signal transmission; input/output
connectors and assemblies used for servers and data storage devices and linking
personal computers and peripheral equipment; and sculptured flexible circuits
used for integrating printed circuit boards in communication applications. The
Company also designs and produces a broad range of radio frequency connector
products used in telecommunications, computer and office equipment,
instrumentation equipment and local area networks. The Company's radio frequency
connectors are used in base stations, handheld sets and other components of
cellular and personal communications networks.
The Company believes that it is the largest supplier of high performance,
military-specification, circular environmental connectors. Such connectors
require superior performance and reliability under conditions of stress and in
hostile environments. High performance environmental connectors are generally
used to interconnect electronic and fiber optic systems in sophisticated
aerospace, military, commercial and industrial equipment. These applications
present demanding technological requirements in that the connectors can be
subject to rapid and severe temperature changes, vibration, humidity and nuclear
radiation. Frequent applications of these connectors include aircraft, guided
missiles, radar, military vehicles, equipment for spacecraft, energy, medical
instrumentation and geophysical applications and off-road construction
equipment. The Company also designs
5
and produces industrial interconnect products used in a variety of applications
such as factory automation equipment, mass transportation applications including
railroads and marine transportation; and automotive safety products including
interconnect devices and systems used in automotive airbags, pretensioner
seatbelts and anti-lock braking systems. The Company also designs and produces
highly-engineered cable assemblies. Such assemblies are specially designed by
the Company in conjunction with OEM customers for specific applications,
primarily for computer, wired and wireless communication systems and office
equipment applications. The cable assemblies utilize the Company's connector and
cable products as well as components purchased from others.
Cable Products. The Company designs, manufactures and markets coaxial
cable primarily for use in the cable television industry. The Company
manufactures two primary types of coaxial cable: semi-flexible, which has an
aluminum tubular shield, and flexible, which has one or more braided metallic
shields. Semi-flexible coaxial cable is used in the trunk and feeder
distribution portion of cable television systems, and flexible cable (also known
as drop cable) is used primarily for hookups from the feeder cable to the cable
television subscriber's residence. Flexible cable is also used in other
communication applications. The Company has also developed a broad line of radio
frequency connectors for coaxial cable and fiber optic interconnect components
for full service cable television/telecommunication networks.
The rapid development in fiber optic technologies, digital compression
(which allows several channels to be transmitted within the same bandwidth that
a single analog channel currently requires) and other communication
technologies, including the Company's development of higher capacity coaxial
cable, have resulted in technologies which enable cable television systems to
provide channel capacity in excess of 500 channels. Such expanded channel
capacity, along with other component additions, will permit cable operators to
offer full service networks with a variety of capabilities including near
video-on-demand, pay-per-view special events, home shopping networks,
interactive entertainment and education services, telephone services and
high-speed access to data resources such as the Internet. With respect to
expanded channel capacity systems, cable operators have generally adopted, and
the Company believes that for the foreseeable future will continue to adopt, a
cable system using both fiber optic cable and coaxial cable. Such systems
combine the advantages of fiber optic cable in transmitting clear signals over a
long distance without amplification, with the advantages of coaxial cable in
ease of installation, low cost and compatibility with the receiving components
of the customer's communication devices. The Company believes that while system
operators are likely to increase their use of fiber optic cable for the trunk
and feeder portions of the cable systems, there will be an ongoing need for high
capacity coaxial cable for the local distribution and street-to-the-home
portions of the cable system.
U.S. cable system designs are increasingly being employed in international
markets where cable television penetration is low. For example, it is estimated
that in 2000 only 31% of the television households in Europe subscribed to some
form of multichannel television service as compared to an estimated subscription
rate of 68% in the U.S. The estimated subscription rates in the Asian and Latin
American markets are even lower at approximately 29% and 16%, respectively. In
terms of television households, it is estimated that there are 256 million
television households in Europe, 470 million in Asia and 112 million in Latin
America. This compares to an estimated 101 million television households in the
U.S. In 2000, the Company had sales of coaxial cable in approximately 60
countries, and the Company believes the development of cable television systems
in international markets presents a significant opportunity to increase sales of
its coaxial cable products.
The Company is also a leading producer of flat-ribbon cable, a cable made
of wires assembled side by side such that the finished cable is flat.
Flat-ribbon cable is used to connect internal components in systems with space
and component configuration limitations. The product is used in computer and
office equipment components as well as in a variety of telecommunications
applications.
6
International Operations
The Company believes that its global presence is an important competitive
advantage as it allows the Company to provide quality products on a timely and
worldwide basis to its multinational customers. Approximately 49% of the
Company's sales for the year ended December 31, 2000 were outside the United
States. Approximately 50% of such international sales were in Europe. The
Company has manufacturing and assembly facilities in the United Kingdom,
Germany, France, Sweden, the Czech Republic, Estonia and sales offices in most
European markets. The Company's European operations generally have strong
positions in their respective local markets. The balance of the Company's
international activities are located in Asia, Canada, Brazil and Australia.
Asian operations include manufacturing facilities in Japan, Taiwan, People's
Republic of China, Korea and India. The Company's international manufacturing
and assembly facilities generally serve the respective local markets, and local
operations coordinate product design and manufacturing responsibility with the
Company's other operations around the world. In addition, the Company has low
cost manufacturing and assembly sources in Mexico, the People's Republic of
China, the Czech Republic and Estonia to serve regional and world markets.
Customers
The Company's products are used in a wide variety of applications by
numerous customers, the largest of which accounted for approximately 6% of net
sales for the year ended December 31, 2000. The Company sells its products to
over 10,000 customer locations worldwide. The Company's products are sold both
directly to OEMs, cable system operators, telecommunication companies and
through distributors. There has been a trend on the part of OEM customers to
consolidate their lists of qualified suppliers to companies that have a global
presence, can meet quality and delivery standards, have a broad product
portfolio and design capability, and have competitive prices. The Company has
focused its global resources to position itself to compete effectively in this
environment. The Company has concentrated its efforts on service and
productivity improvements including advanced computer aided design and
manufacturing systems, statistical process controls and just-in-time inventory
programs to increase product quality and shorten product delivery schedules. The
Company's strategy is to provide a broad selection of products in the areas in
which it competes. The Company has achieved a preferred supplier designation
from many of its OEM customers.
The Company's sales to distributors represented approximately 23% of the
Company's 2000 sales. The Company's recognized brand names including "Amphenol,"
"Times Fiber," "Tuchel," "Socapex," "Sine," "Spectra-Strip," "Pyle-National,"
"Matrix," "Kai Jack" and others together with the Company's strong connector
design-in position (products that are specified in the plans and qualified by
the OEM), enhance its ability to reach the secondary market through its network
of distributors. The Company believes that its distributor network represents a
competitive advantage.
Manufacturing
The Company employs advanced manufacturing processes including molding,
stamping, plating, turning, extruding, die casting and assembly operations as
well as proprietary process technology for flat-ribbon and coaxial cable
production. The Company's manufacturing facilities are generally vertically
integrated operations from the initial design stage through final design and
manufacturing. Outsourcing of certain fabrication processes is used when
cost-effective. Substantially all of the Company's manufacturing facilities are
certified to the ISO9000 series of quality standards.
The Company employs a global manufacturing strategy to lower its
production costs and to improve service to customers. The Company sources its
products on a worldwide basis with manufacturing and assembly operations in
North and South America, Europe, Asia and Australia. To better serve high volume
OEM
7
customers, the Company has established just-in-time facilities near major
customers.
The Company's policy is to maintain strong cost controls in its
manufacturing and assembly operations. The Company has undertaken programs to
rationalize its production facilities, reduce expenses and maximize the return
on capital expenditures. The programs to improve productivity are ongoing.
The Company purchases a wide variety of raw materials for the manufacture
of its products, including precious metals such as gold and silver used in
plating; aluminum, brass, steel and copper used for cable, contacts and
connector shells; and plastic materials used for cable and connector bodies and
inserts. Such raw materials are generally available throughout the world and are
purchased locally from a variety of suppliers. The Company is not dependent upon
any one source for raw materials, or if one source is used the Company attempts
to protect itself through long-term supply agreements.
Research and Development
The Company's research, development and engineering expenditures for the
creation and application of new and improved products and processes were $23.5
million, $18.5 million and $17.7 million for 2000, 1999 and 1998, respectively.
The Company's research and development activities focus on selected product
areas and are performed by individual operating divisions. Generally, the
operating divisions work closely with OEM customers to develop highly-engineered
products that meet customer needs. The Company continues to focus its research
and development efforts primarily on those product areas that it believes have
the potential for broad market applications and significant sales within a
one-to-three year period.
Trademarks and Patents
The Company owns a number of active patents worldwide. While the Company
considers its patents to be valuable assets, the Company does not believe that
its competitive position is dependent on patent protection or that its
operations are dependent on any individual patent. The Company regards its
trademarks "Amphenol," "Times Fiber," "Tuchel," "Socapex," "Sine,"
"Spectra-Strip," "Pyle-National," "Matrix," "Kai Jack" and others to be of value
in its businesses. The Company has exclusive rights in all its major markets to
use these registered trademarks.
Competition
The Company encounters competition in substantially all areas of its
business. The Company competes primarily on the basis of engineering, product
quality, price, customer service and delivery time. Competitors include large,
diversified companies, some of which have substantially greater assets and
financial resources than the Company, as well as medium to small companies. In
the area of coaxial cable for cable television, the Company believes that it and
CommScope are the primary world providers of such cable; however, CommScope is
larger than the Company in this market. In addition, the Company faces
competition from other companies that have concentrated their efforts in one or
more areas of the coaxial cable market.
Backlog
The Company estimates that its backlog of unfilled orders was $365.0
million and $235.3 million at December 31, 2000 and December 31, 1999,
respectively. Orders typically fluctuate from quarter to quarter based on
customer demands and general business conditions. Unfilled orders may be
cancelled prior to shipment of goods; however, such cancellations historically
have not been significant. It is expected that all or a substantial portion of
the backlog will be filled within the next 12 months. Significant elements of
the Company's business,
8
such as sales to the cable television industry, distributors, the computer
industry, and other commercial customers, generally have short lead times.
Therefore, backlog may not be indicative of future demand.
Employees
As of December 31, 2000, the Company had approximately 11,600 full-time
employees worldwide. Of these employees, approximately 8,900 were hourly
employees and the remainder were salaried. The Company had a one week strike in
October 1995 at its Sidney, New York facility relating to the renewal of the
labor contract at that facility with the International Association of Machinists
and Aerospace Workers. The Company has not had any other work stoppages in the
past ten years. In 1997, the United States Steelworkers International Union,
AFL-CIO established a union, affecting approximately 500 employees, at the
Company's plant in Chatham, Virginia, the Company's primary plant for the
production of coaxial cable. The Company believes that it has a good
relationship with its unionized and non-unionized employees.
9
Cautionary Statements for Purposes of Forward Looking Information
Statements made by the Company in written or oral form to various persons,
including statements made in filings with the SEC, that are not strictly
historical facts are "forward looking" statements. Such statements should be
considered as subject to uncertainties that exist in the Company's operations
and business environment. The following includes some, but not all, of the
factors or uncertainties that could cause the Company to fail to conform with
expectations and predictions:
- - A global economic slowdown in any one, or all, of the Company's market
segments.
- - The effects of extreme changes in monetary and fiscal policies in the U.S.
and abroad including extreme currency fluctuations and unforeseen
inflationary pressures.
- - Severe and unforeseen price pressure on the Company's products or
significant cost increases that cannot be recovered through price
increases or productivity improvements.
- - Increased difficulties in obtaining a consistent supply of basic materials
like steel, aluminum, copper, gold or plastic resins at stable pricing
levels.
- - Unpredictable difficulties or delays in the development of new product
programs.
- - Significant changes in interest rates or in the availability of financing
for the Company or certain of its customers.
- - Rapid escalation of the cost of regulatory compliance and litigation.
- - Unexpected government policies and regulations affecting the Company or
its significant customers.
- - Unforeseen intergovernmental conflicts or actions, including but not
limited to armed conflict and trade wars.
- - Difficulties and unanticipated expense of assimilating newly-acquired
businesses.
- - Any difficulties in obtaining or retaining the management and other human
resource competencies that the Company needs to achieve its business
objectives.
- - The risks associated with any technological shifts away from the Company's
technologies and core competencies. For example, a technological shift
away from the use of coaxial cable in cable television/telecommunication
systems could have a substantial impact on the Company's coaxial cable
business.
- - Unforeseen interruptions to the Company's business with its largest
customers, distributors and suppliers resulting from, but not limited to,
strikes, financial instabilities, computer malfunctions or inventory
excesses.
10
Item 2. Properties
The Company's fixed assets include certain plants and warehouses and a
substantial quantity of machinery and equipment, most of which is general
purpose machinery and equipment using tools and fixtures and in many instances
having automatic control features and special adaptations. The Company's plants,
warehouses, machinery and equipment are in good operating condition, are well
maintained, and substantially all of its facilities are in regular use. The
Company considers the present level of fixed assets along with planned capital
expenditures as suitable and adequate for operations in the current business
environment. At December 31, 2000, the Company operated a total of 64 plants and
warehouses of which (a) the locations in the U.S. had approximately 1.8 million
square feet, of which .8 million square feet were leased; and (b) the locations
outside the U.S. had approximately 1.7 million square feet, of which 1.0 million
square feet were leased.
The Company believes that its facilities are suitable and adequate for the
business conducted therein and are being appropriately utilized for their
intended purposes. Utilization of the facilities varies based on demand for the
products. The Company continuously reviews its anticipated requirements for
facilities and, based on that review, may from time to time acquire or lease
additional facilities and/or dispose of existing facilities.
Item 3. Legal Proceedings
The Company and its subsidiaries have been named as defendants in several
legal actions in which various amounts are claimed arising from normal business
activities. Although the amount of any ultimate liability with respect to such
matters cannot be precisely determined, in the opinion of management, such
matters are not expected to have a material effect on the Company's financial
condition or results of operations.
Certain operations of the Company are subject to federal, state and local
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 all applicable environmental laws and regulations and that the
costs of continuing compliance will not have a material effect on the Company's
financial condition or results of operations.
Subsequent to the acquisition of Amphenol from Allied Signal Corporation
("Allied", subsequently merged with Honeywell International Inc.) in 1987,
Amphenol and Allied have been named jointly and severally liable as potentially
responsible parties in relation to several environmental cleanup sites. Amphenol
and Allied have jointly consented to perform certain investigations and remedial
and monitoring activities at two sites and they have been jointly ordered to
perform work at another site. The responsibility for costs incurred relating to
these sites is apportioned between Amphenol and Allied based on an agreement
entered into in connection with the acquisition. For sites covered by this
agreement, to the extent that conditions or circumstances occurred or existed at
the time of or prior to the acquisition, Allied is currently obligated to pay
80% of the costs up to $30 million and 100% of the costs in excess of $30
million. At December 31, 2000, approximately $21.5 million of total costs have
been incurred applicable to this agreement. Allied representatives are presently
working closely with the Company in addressing the most significant potential
environmental liabilities including the Sidney Center landfill and the
Richardson Hill landfill projects, as described below.
Owners and occupiers of sites containing hazardous substances, as well as
generators of hazardous substances, are subject to broad liability under various
federal and state environmental laws and regulations, including expenditures for
cleanup costs and damages arising out of past disposal activities. Such
liability in many cases may be imposed regardless of fault or the legality of
the original disposal activity. The Company is currently
11
monitoring activities at its manufacturing site in Sidney, New York. Currently,
the Company is also voluntarily performing monitoring, investigation, design and
cleanup activities at two local, public off-site disposal sites previously
utilized by the Sidney facility and others. The Company is also performing
proposed remedial design activities and is currently negotiating with respect to
a third site. The Company and Allied have entered into an administrative consent
order with the United States Environmental Protection Agency (the "EPA") and are
presently determining necessary and appropriate remedial measures for one such
site (the "Richardson Hill" landfill) used by Amphenol and other companies,
which has been designated a "Superfund" site on the National Priorities List
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980. With respect to the second site, (the "Route 8" landfill), used
exclusively by Amphenol, the Company initiated a remediation program pursuant to
a Consent Order with the New York Department of Environmental Protection and is
continuing to monitor the results of those remediation efforts. In December
1995, the Company and Allied received a letter from the EPA demanding that the
Company and Allied accept responsibility for the investigation and cleanup of
the Sidney Center landfill, another Superfund Site. The Sidney Center landfill
was a municipal landfill site utilized by the Company's Sidney facility and
other local towns and businesses. The Company has acknowledged that it sent
general plant refuse but no hazardous waste to the Sidney Center landfill site.
In 1996, the Company and Allied received a unilateral order from the EPA
directing the Company and Allied to perform certain investigation, design and
cleanup activities at the Sidney Center landfill site. The Company and Allied
responded to the unilateral order by agreeing to undertake certain remedial
design activities. In 1997, the EPA filed a lawsuit against the Company and
Allied seeking to recover $2.7 million for past costs expended by the EPA in
connection with activities at the Sidney Center landfill site and seeking to
affix liability upon the Company and Allied for all additional costs to be
incurred in connection with all further investigations, design and cleanup
activities at the site. The Company joined four local municipalities as
co-defendants in the lawsuit. The EPA and the four municipalities entered into a
proposed settlement agreement which the Company and Allied have successfully
contested as being unfair and inequitable. A similar settlement proposal was not
offered to the Company and Allied. The Company and Allied intend to continue to
vigorously defend the lawsuit although remedial design work for the Sidney
Center landfill site has continued pursuant to the 1996 unilateral order. The
Company is also engaged in remediating or monitoring environmental conditions at
several of its other manufacturing facilities and has been named as a
potentially responsible party for cleanup costs at several other off-site
disposal sites. During 2000, the Company incurred costs of approximately $1.5
million, net of indemnification payments received from Allied, in connection
with investigating, remediating and monitoring environmental conditions at all
of these facilities and sites. Amphenol expects such expenditures, net of
expected indemnification payments from Allied, to be less than $1.0 million in
2001.
Since 1987, the Company has not been identified nor has it been named as a
potentially responsible party with respect to any other significant on-site or
off-site hazardous waste matters. In addition, the Company believes that all of
its manufacturing activities and disposal practices since 1987 have been in
material compliance with all applicable environmental laws and regulations.
Nonetheless, it is possible that the Company will be named as a potentially
responsible party in the future with respect to additional Superfund or other
sites. Although the Company is unable to predict with any reasonable certainty
the extent of its ultimate liability with respect to any pending or future
environmental matters, the Company believes, based upon all information
currently known by management about the Company's manufacturing activities,
disposal practices and estimates of liability with respect to all known
environmental matters, that any such liability will not be material to its
financial condition or results of operations.
12
Item 4. Submission of Matters to a Vote of Security-Holders
The Annual Meeting of Stockholders was held on May 24, 2000. The following
matters were submitted to and approved by the stockholders: (i) the election of
three directors, Andrew Clarkson, Henry Kravis and Marc Lipschultz, each for a
three year term expiring in the year 2003; (ii) ratification of Deloitte &
Touche LLP as independent accountants of the Company and (iii) an amendment to
the Company's Amended and Restated Certificate of Incorporation to increase the
number of shares of Class A Common Stock which the Company has authority to
issue by 60,000,000 from 40,000,000 to 100,000,000.
Item 4.1 Executive Officers
The following table sets forth the name, age and position with the Company
of each person who was an executive officer of Amphenol as of December 31, 2000.
Officers are elected to serve at the discretion of the Board of Directors in
accordance with the By-Laws of the Company. The By-Laws of the Company provide
that the Board of Directors shall elect the officers of the Company at its first
meeting held after the Annual Meeting of Stockholders of the Company. All
officers of the Company are elected to hold office until their successors are
chosen and qualified, or until their earlier resignation or removal.
Name Age Position
---- --- --------
Martin H. Loeffler 56 Chairman of the Board,
Chief Executive Officer and President
Edward G. Jepsen 57 Executive Vice President
and Chief Financial Officer
Timothy F. Cohane 48 Senior Vice President
Edward C. Wetmore 44 Secretary and General Counsel
Diana G. Reardon 41 Controller and Treasurer
Martin H. Loeffler has been a Director of Amphenol since December 1987 and
Chairman of the Board since May 1997. He has been Chief Executive Officer since
May 1996 and President since July 1987.
Edward G. Jepsen has been Executive Vice President and Chief Financial
Officer of Amphenol since May 1989 and Senior Vice President and Director of
Finance since November 1988.
Timothy F. Cohane has been Senior Vice President of Amphenol since
December 1994 and a Vice President since 1991.
Edward C. Wetmore has been Secretary and General Counsel of Amphenol since
1987.
Diana G. Reardon has been Treasurer of Amphenol since March 1992 and
Controller since July 1994 and Assistant Controller since June 1988.
13
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
The Company effected the initial public offering of its Class A Common
Stock in November 1991. The Company's common stock has been listed on the New
York Stock Exchange since that time under the symbol "APH." The following table
sets forth on a per share basis the high and low prices for the common stock for
both 2000 and 1999 as reported on the New York Stock Exchange.
2000 1999
------------- -------------
High Low High Low
----- ----- ----- -----
First Quarter 52.13 30.31 19.25 14.72
Second Quarter 66.50 43.19 20.19 17.25
Third Quarter 70.38 48.38 28.31 19.66
Fourth Quarter 68.25 32.00 35.75 22.88
As of February 28, 2001 there were 99 holders of record of the Company's
common stock. A significant number of outstanding shares of common stock are
registered in the name of only one holder, which is a nominee of The Depository
Trust Company, a securities depository for banks and brokerage firms. The
Company believes that there are a significant number of beneficial owners of its
common stock.
Since its initial public offering in 1991, the Company has not paid any
cash dividends on its common stock and it does not have any present intention to
commence payment of any cash dividends. The Company intends to retain earnings
to provide funds for the operation and expansion of the Company's business and
to repay outstanding indebtedness.
Currently the Company is restricted from declaring and paying any cash
dividends on, or repurchasing the Company's common stock under certain covenants
contained in the Company's debt agreements.
Partnerships affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR")
owned 50.1% of the Company's Class A Common Stock as of December 31, 2000.
14
Item 6. Selected Financial Data
(dollars in thousands, except per share data)
Year Ended December 31,
- --------------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
- --------------------------------------------------------------------------------------------------------------
Operations
Net sales $ 1,359,702 $ 1,010,603 $ 918,877 $ 884,348 $ 776,221
Income before
extraordinary item 107,904 44,295 36,510 51,264 67,578
Extraordinary loss (8,674) (24,547)
Net income 107,904 35,621 36,510 26,717 67,578
Net income per common share-Diluted:
Income before extraordinary item 2.52 1.21 1.02 .92 .72
Extraordinary loss (.24) (.44)
Net income 2.52 .97 1.02 .48 .72
Financial Position
Working capital $ 170,131 $ 189,252 $ 163,508 $ 137,526 $ 136,864
Total assets 1,004,322 836,376 807,401 737,154 710,662
Current portion of long-term debt 28,130 16,829 1,655 212 7,759
Long-term debt 700,216 745,658 952,469 937,277 219,484
Shareholders' equity (deficit) 29,234 (81,166) (292,257) (343,125) 360,548
Weighted average shares
outstanding - diluted 42,878,922 36,664,016 35,884,794 56,005,954 93,441,800
15
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion and analysis of the results of operations for the
three fiscal years ended December 31, 2000 has been derived from and should be
read in conjunction with the consolidated financial statements contained herein.
Results of Operations
The following table sets forth the components of net income before
extraordinary item as a percentage of net sales for the periods indicated.
Year Ended December 31,
- ----------------------------------------------------------------------------------
2000 1999 1998
- ----------------------------------------------------------------------------------
Net sales 100.0% 100.0% 100.0%
Cost of sales, excluding depreciation and amortization 65.2 65.7 65.5
Depreciation and amortization expense 3.1 4.0 3.8
Selling, general and administrative expense 13.7 14.4 14.4
----- ----- -----
Operating income 18.0 15.9 16.3
Interest expense (4.6) (7.9) (8.8)
Other expenses, net (.7) (.5) (.5)
----- ----- -----
Income before income taxes and extraordinary item 12.7 7.5 7.0
Provision for income taxes (4.8) (3.1) (3.0)
----- ----- -----
Net income before extraordinary item 7.9% 4.4% 4.0%
===== ===== =====
- ----------------------------------------------------------------------------------
2000 Compared to 1999
Net sales were $1,359.7 million for the year ended December 31, 2000
compared to $1,010.6 million for 1999. Sales of interconnect products and
assemblies increased 31% compared to 1999 ($1,009.2 million in 2000 versus
$770.0 million in 1999). Such increase is primarily attributable to increased
sales of products and interconnect systems for internet equipment and upgrades,
wireless network infrastructures and mobile handsets. In addition, sales of
interconnect products for industrial and aerospace applications experienced
growth in 2000. Sales of cable products increased 46% compared to 1999 ($350.5
million in 2000 versus $240.6 million in 1999). Sales of coaxial cable for cable
television increased as cable operators continued to upgrade and expand their
systems to offer enhanced services.
Geographically, sales in the U.S. in 2000 increased approximately 33%
compared to 1999 ($690.7 million in 2000 versus $519.5 million in 1999);
international sales for 2000, including export sales, increased approximately
36% in U.S. dollars ($669.0 million in 2000 versus $491.1 million in 1999) and
increased approximately 44% in local currency compared to 1999. The
comparatively strong U.S. dollar in 2000 had the currency effect of decreasing
net sales by approximately $36.1 million when compared to foreign currency
translation rates in 1999.
The gross profit margin as a percentage of net sales (including
depreciation in cost of sales) increased approximately 1% for 2000 compared to
1999. The increase in gross profit margin is primarily attributable to changes
in product mix and the absorption of fixed costs over higher sales volume.
Selling, general and administrative expenses as a percentage of sales
remained relatively constant at approximately 14% in 2000 compared to 1999.
Interest expense was $61.7 million for 2000 compared to $79.3 million for
1999. The decrease is primarily attributable to lower average debt levels.
Other expenses, net for 2000 was $9.5 million. See Note 8 to the Company's
Consolidated Financial Statements for details of the components of other
expenses, net.
The provision for income taxes for 2000 was at an effective rate of 38%
compared to an effective rate of 42% in 1999. The decrease is generally
attributable to non-deductible expenses (goodwill amortization) being a lower
percentage of pretax income.
1999 Compared to 1998
Net sales were $1,010.6 million for the year ended December 31, 1999
compared to $918.9 million for 1998. Sales of interconnect products and
assemblies increased 7% compared to 1998 ($770.0 million in 1999 versus $718.1
million in 1998). Such increase is primarily attributable to increased sales of
products and interconnect systems for wireless, telecom and datacom
communications applications reflecting the continuing build and enhancements to
wireless communication infrastructure and
16
mobile communication devices as well as increasing Internet communication
applications. The increase was partially offset by a decline in sales of
interconnect products for aerospace applications reflecting lower builds of
commercial aircraft, customer inventory reduction programs and lower activity
for the international Space Station program. Sales of cable products increased
20% compared to 1998 ($240.6 million in 1999 versus $200.8 million in 1998).
Sales of coaxial cable for cable television increased as cable operators
continued to upgrade and expand their systems to offer enhanced services and
international markets for cable television strengthened, especially in the
economic recovering Asian markets.
Geographically, sales in the U.S. in 1999 increased approximately 4%
compared to 1998 ($519.5 million in 1999 versus $499.9 million in 1998);
international sales for 1999, including export sales, increased approximately
17% in U.S. dollars ($491.1 million in 1999 versus $419.0 million in 1998) and
increased approximately 19% in local currency compared to 1998. The
comparatively strong U.S. dollar in 1999 had the currency effect of decreasing
net sales by approximately $7.1 million when compared to foreign currency
translation rates in 1998.
The gross profit margin as a percentage of net sales (including
depreciation in cost of sales) remained relatively constant at approximately 32%
in 1999 compared to 1998.
Selling, general and administrative expenses as a percentage of sales
remained relatively constant at approximately 14% in 1999 compared to 1998.
Interest expense was $79.3 million for 1999 compared to $81.2 million for
1998. The decrease is primarily attributable to lower interest rates on the
Company's term loan facility.
Other expenses, net for 1999 was $5.3 million. See Note 8 to the Company's
Consolidated Financial Statements for details of the components of other
expenses, net.
The provision for income taxes for 1999 was at an effective rate of 42%
compared to an effective rate of 43% in 1998. The decrease is generally
attributable to non-deductible expenses (goodwill amortization) being a lower
percentage of pretax income.
Liquidity and Capital Resources
Cash provided by operating activities totaled $154.2 million, $64.1
million, and $53.2 million for 2000, 1999 and 1998, respectively. The increase
in cash from operating activities in 2000 compared to 1999 is primarily
attributable to an increase in net income adjusted for depreciation and
amortization charges. In 1999, the increase in cash from operating activities is
primarily attributable to an increase in net income adjusted for depreciation
and amortization charges and offset in part by a net increase in non-cash
components of working capital.
Cash from operating activities was used for capital expenditures ($53.1
million, $23.5 million and $26.3 million in 2000, 1999 and 1998, respectively),
and acquisitions ($67.7 million, $12.3 million, and $32.7 million in 2000, 1999
and 1998, respectively).
The Company has a bank loan agreement (Bank Agreement) which includes a
Term Loan, encompassing a Tranche A and B, and a $150 million revolving credit
facility. At December 31, 2000 the Tranche A had a balance of $272.7 million and
matures over the period 2001 to 2004, and the Tranche B had a balance of $284.5
million and matures over the period 2005 and 2006. At December 31, 2000 there
were $557.2 million of borrowings outstanding under the term loan facility. The
revolving credit facility expires in 2004; and availability under the facility
at December 31, 2000 was $143.9 million, after reduction of $6.1 million for
outstanding letters of credit. The Bank Agreement is secured by a first priority
pledge of 100% of the capital stock of the Company's direct domestic
subsidiaries and 65% of the capital stock of direct material foreign
subsidiaries, as defined in the Bank Agreement. The Bank Agreement also requires
that the Company satisfy certain financial covenants including interest coverage
and leverage ratio tests, and includes limitations with respect to, among other
things, indebtedness and restricted payments, including dividends on the
Company's common stock.
The Company has entered into interest rate swap agreements that
effectively fixed the Company's interest cost on $450 million of borrowings
under the Bank Agreement.
The Company's EBITDA, as defined in the Bank Agreement was $293.7 million
and $205.6 million for 2000 and 1999, respectively. EBITDA is not a defined term
under Generally Accepted Accounting Principles (GAAP) and is not an alternative
to operating income or cash flow from operations as determined under GAAP. The
Company believes that EBITDA provides additional information for determining its
ability to meet future debt service requirements; however, EBITDA does not
reflect cash available to fund cash requirements.
The Company's primary ongoing cash requirements will be for debt service,
capital expenditures and product development activities. The Company's debt
service requirements consist primarily of principal and interest on bank
borrowings and interest on its 9 7/8% Senior Subordinated Notes due
2007("Notes").
In June 2000, a subsidiary of the Company sold an additional $25 million
undivided interest in a designated pool of qualified accounts receivable
bringing total value sold to $85 million. The proceeds from the sale were used
to repay indebtedness under the Company's Bank Agreement.
In December 1999, the Company sold 2.75 million shares of common stock in
a public offering resulting in net proceeds of $181.8 million. $105.5 million of
such proceeds was used to redeem $96 million principal amount of Notes at a
price of 109.875% and the
17
balance of the proceeds was used to pay down term debt under the Bank Agreement.
The redemption of Notes resulted in an extraordinary loss for the early
extinguishment of debt (consisting of a prepayment premium and the write off of
related deferred debt issuance costs) of $13.6 million less tax benefits of $4.9
million.
The Company has not paid, and does not have any present intention to
commence payment of, cash dividends on its common stock. The Company expects
that ongoing requirements for debt service, capital expenditures and product
development activities will be funded by internally generated cash flow and
availability under the Company's revolving credit facility. The Company expects
that capital expenditures in 2001 will be approximately $60 million. The
Company's required debt amortization in 2001 is $28 million; the Company's
required cash interest payments for 2001, at current interest rates, are
estimated at approximately $50 million. The Company may also use cash to fund
part or all of the cost of future acquisitions.
Environmental Matters
Subsequent to the acquisition of Amphenol Corporation in 1987, Amphenol
and Allied Signal Corporation ("Allied," subsequently merged with Honeywell
International Inc.) have been named jointly and severally liable as potentially
responsible parties in relation to several environmental cleanup sites. Amphenol
and Allied have jointly consented to perform certain investigations and remedial
and monitoring activities at two sites and have been jointly ordered to perform
work at another site. The responsibility for costs incurred relating to these
sites is apportioned between Amphenol and Allied based on an agreement entered
into in connection with the acquisition. For sites covered by this agreement, to
the extent that conditions or circumstances occurred or existed at the time of
or prior to the acquisition, Allied is currently obligated to pay 80% of the
costs up to $30 million and 100% of the costs in excess of $30 million. At
December 31, 2000, approximately $21.5 million of the total costs have been
incurred applicable to this agreement. Management does not believe that the
costs associated with resolution of these or any other environmental matters
will have a material adverse effect on the Company's financial condition or
results of operations.
Inflation and Costs
The cost of the Company's products is influenced by the cost of a wide
variety of raw materials, including precious metals such as gold and silver used
in plating; aluminum, copper, brass and steel used for contacts, shells and
cable; and plastic materials used in molding connector bodies, inserts and
cable. In general, increases in the cost of raw materials, labor and services
have been offset by price increases, productivity improvements and cost saving
programs.
Risk Management
The Company has to a significant degree mitigated its exposure to currency
risk in its business operations by manufacturing and procuring its products in
the same country or region in which the products are sold so that costs reflect
local economic conditions. In other cases involving U.S. export sales, raw
materials are a significant component of product costs for the majority of such
sales and raw material costs are generally dollar based on a worldwide scale,
such as basic metals and petroleum derived materials.
Recent Accounting Change
In June 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (FAS 133), "Accounting for Derivative
Instruments and Hedging Activities." This statement requires that an entity
recognize all derivatives as either assets or liabilities in the Statement of
Financial Position and measure those instruments at fair value. The accounting
for changes in the fair value of a derivative (that is, gains and losses)
depends on the intended use of the derivative and its resulting designation. The
Company will adopt FAS 133, as amended by FAS 138, beginning January 1, 2001.
Adoption of this new standard will result in a cumulative after tax gain of $.3
million in accumulated other comprehensive income.
Euro Currency Conversion
On January 1, 1999, certain member countries of the European Union
established fixed conversion rates between their existing currencies and the
European Union's common currency (the "euro"). The transition period for the
introduction of the euro began on January 1, 1999. Beginning January 1, 2002,
the participating countries will issue new euro-denominated bills and coins for
use in cash transactions. No later than July 1, 2002, the participating
countries will withdraw all bills and coins denominated in the legacy
currencies, so that the legacy currencies will no longer be legal tender for any
transactions, making the conversion to the euro complete.
The Company is addressing the issues involved with the introduction of the
euro. Based on progress to date, the Company believes that the use of the euro
will not have a significant impact on the manner in which it conducts its
business. Accordingly, conversion to the euro is not expected to have a material
effect on the Company's consolidated financial position, consolidated results of
operations, or liquidity.
Item 7A.
Quantitative and Qualitative
Disclosures About Market Risk
The Company, in the normal course of doing business, is exposed to the
risks associated with foreign currency exchange rates and changes in interest
rates.
18
Foreign Currency Exchange Rate Risk
The Company conducts business in several major international currencies
through its worldwide operations, and as a result is subject to foreign exchange
exposures due to changes in exchange rates of the various currencies. Changes in
exchange rates can positively or negatively effect the Company's sales, gross
margins and retained earnings. The Company attempts to minimize currency
exposure risk by producing its products in the same country or region in which
the products are sold and thereby generating revenues and incurring expenses in
the same currency and by managing its working capital; although there can be no
assurance that this approach will be successful, especially in the event of a
significant and sudden decline in the value of any of the international
currencies of the Company's worldwide operations. The Company does not engage in
purchasing forward exchange contracts for speculative purposes.
Interest Rate Risk
The Company is subject to market risk from exposure to changes in interest
rates based on its financing activities. The Company utilizes interest rate swap
agreements to manage and mitigate its exposure to changes in interest rates. At
December 31, 2000, the Company had interest rate protection in the form of such
swaps that effectively fixed the Company's LIBOR interest rate on $450 million
of floating rate bank debt at 5.76%. At December 31, 2000, the three month LIBOR
rate was 6.4%. These swap agreements expire in 2002. A 10% change in the LIBOR
interest rate at December 31, 2000 would have the effect of increasing or
decreasing interest expense by approximately $.7 million. The Company does not
expect changes in interest rates to have a material effect on income or cash
flows in 2001, although there can be no assurances that interest rates will not
significantly change.
19
Item 8. Financial Statements and Supplementary Data
Report of Management
Management is responsible for the integrity and objectivity of the
financial statements and other information appearing in this annual report on
Form 10-K. The financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America and
include amounts based on management's best estimates and judgments. The Company
maintains a system of internal accounting controls and procedures intended to
provide reasonable assurance that assets are safeguarded and transactions are
properly recorded and accounted for in accordance with management's
authorization.
Deloitte & Touche LLP has been engaged to audit the financial statements
in accordance with auditing standards generally accepted in the United States of
America. They obtain an understanding of the Company's accounting policies and
controls, and conduct such tests and related procedures as they consider
necessary to arrive at their opinion. The Board of Directors has appointed an
Audit Committee composed of outside directors. The Audit Committee meets
periodically with representatives of management and Deloitte & Touche LLP to
discuss and review their activities with respect to internal accounting controls
and financial reporting and auditing.
Independent Auditors' Report
To the Board of Directors and
Shareholders of Amphenol Corporation
We have audited the accompanying consolidated balance sheets of Amphenol
Corporation and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, changes in shareholders' equity (deficit),
and cash flows for each of the three years in the period ended December 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Amphenol Corporation and
subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States of America.
/s/ Deloitte & Touche LLP
Hartford, Connecticut
January 16, 2001
20
Consolidated Statement of Income
(dollars in thousands, except per share data)
Year Ended December 31,
- --------------------------------------------------------------------------------------------------------
2000 1999 1998
- --------------------------------------------------------------------------------------------------------
Net sales $1,359,702 $1,010,603 $918,877
Costs and expenses:
Cost of sales, excluding depreciation and amortization 886,385 663,978 601,930
Depreciation and amortization expense 29,448 27,673 23,553
Selling, general and administrative expense 186,052 145,852 131,966
Amortization of goodwill 13,394 12,371 11,701
------------ ------------ ------------
Operating income 244,423 160,729 149,727
Interest expense (61,710) (79,297) (81,199)
Other expenses, net (9,495) (5,262) (4,545)
------------ ------------ ------------
Income before income taxes and extraordinary item 173,218 76,170 63,983
Provision for income taxes (65,314) (31,875) (27,473)
------------ ------------ ------------
Income before extraordinary item 107,904 44,295 36,510
Extraordinary item:
Loss on early extinguishment of debt, net of taxes (8,674)
------------ ------------ ------------
Net income $ 107,904 $ 35,621 $ 36,510
============ ============ ============
Net income per common share - Basic:
Income before extraordinary item $2.59 $1.23 $1.03
Extraordinary loss (.24)
------------ ------------ ------------
Net income $2.59 $.99 $1.03
============ ============ ============
Average common shares outstanding 41,584,069 36,059,556 35,326,424
Net income per common share - Diluted:
Income before extraordinary item $2.52 $1.21 $1.02
Extraordinary loss (.24)
------------ ------------ ------------
Net income $2.52 $.97 $1.02
============ ============ ============
Average common shares outstanding 42,878,922 36,664,016 35,884,794
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
21
Consolidated Balance Sheet
(dollars in thousands, except per share data)
December 31,
- ------------------------------------------------------------------------------------------
2000 1999
- ------------------------------------------------------------------------------------------
Assets
Current Assets:
Cash and short-term cash investments $ 24,585 $ 12,898
Accounts receivable, less allowance for
doubtful accounts of $3,044 and $2,232 170,222 111,711
Inventories:
Raw materials and supplies 37,191 28,022
Work in process 118,961 115,231
Finished goods 41,474 46,180
----------- -----------
197,626 189,433
Prepaid expenses and other assets 20,237 21,137
----------- -----------
Total current assets 412,670 335,179
----------- -----------
Land and depreciable assets:
Land 11,053 10,582
Buildings 79,601 69,493
Machinery and equipment 299,330 246,798
----------- -----------
389,984 326,873
Less accumulated depreciation (228,999) (206,923)
----------- -----------
160,985 119,950
Deferred debt issuance costs 8,030 10,267
Excess of cost over fair value of net assets acquired - net 411,182 360,999
Other assets 11,455 9,981
----------- -----------
$ 1,004,322 $ 836,376
=========== ===========
Liabilities & Shareholders' Equity
Current Liabilities:
Accounts payable $ 122,010 $ 71,495
Accrued interest 10,731 9,779
Accrued salaries, wages and employee benefits 32,585 14,604
Other accrued expenses 49,083 33,220
Current portion of long-term debt 28,130 16,829
----------- -----------
Total current liabilities 242,539 145,927
----------- -----------
Long-term debt 700,216 745,658
Deferred taxes and other liabilities 32,333 25,957
Commitments and contingent liabilities (Notes 2, 6 and 9)
Shareholders' Equity (Deficit):
Class A Common Stock, $.001 par value; 100,000,000
shares authorized; 41,686,887 and 41,232,440 shares
outstanding at December 31, 2000 and 1999, respectively 42 41
Additional paid-in deficit (305,464) (318,661)
Accumulated earnings 358,386 250,482
Accumulated other comprehensive loss (23,730) (13,028)
----------- -----------
Total shareholders' equity (deficit) 29,234 (81,166)
----------- -----------
$ 1,004,322 $ 836,376
=========== ===========
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
22
Consolidated Statement of Changes in Shareholders' Equity
(dollars in thousands, except per share data)
Additional Accumulated Total
Paid-In Other Shareholders'
Common Capital Comprehensive Accumulated Comprehensive Equity
Stock (Deficit) Income Earnings Loss (Deficit)
- -------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1997 $35 $(511,599) $178,351 $ (9,912) $(343,125)
Comprehensive income:
Net income [$ 36,510] 36,510 36,510
---------
Other comprehensive income,
net of tax:
Translation adjustments 2,704 2,704 2,704
---------
Comprehensive income [$ 39,214]
=========
Stock subscription proceeds 25 25
Deferred compensation 180 180
641,618 shares issued in connection
with acquisition 1 11,448 11,449
--- --------- -------- -------- ---------
Balance December 31, 1998 36 (499,946) 214,861 (7,208) (292,257)
Comprehensive income:
Net income [$ 35,621] 35,621 35,621
---------
Other comprehensive loss,
net of tax:
Translation adjustments (5,820) (5,820) (5,820)
---------
Comprehensive income [$ 29,801]
=========
Deferred compensation 180 180
Sale of 5,500,000 shares of
common stock 5 181,105 181,110
--- --------- -------- -------- ---------
Balance December 31, 1999 41 (318,661) 250,482 (13,028) (81,166)
Comprehensive income:
Net income [$ 107,904] 107,904 107,904
---------
Other comprehensive loss,
net of tax:
Translation adjustments (10,702) (10,702) (10,702)
---------
Comprehensive income [$ 97,202]
=========
Stock options exercised, including
tax benefit 2,501 2,501
Deferred compensation 180 180
279,414 shares issued in connection
with acquisitions 1 10,516 10,517
--- --------- -------- -------- ---------
Balance December 31, 2000 $42 $(305,464) $358,386 $(23,730) $ 29,234
=== ========= ======== ======== =========
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
23
Consolidated Statement of Cash Flow
(dollars in thousands, except per share data)
Year Ended December 31,
- ------------------------------------------------------------------------------------------------------
2000 1999 1998
- ------------------------------------------------------------------------------------------------------
Net income $ 107,904 $ 35,621 $ 36,510
Adjustments for cash from operations:
Depreciation and amortization 42,842 40,044 35,254
Amortization of deferred debt issuance costs 2,237 2,733 2,749
Net extraordinary loss on early extinguishment of debt 8,674
Net change in:
Accounts receivable (70,879) (27,793) (2,926)
Inventory (4,402) (9,795) (9,229)
Prepaid expenses and other assets 1,213 (2,856) (1,788)
Accounts payable 41,440 2,646 (257)
Accrued liabilities 26,257 12,792 (4,251)
Accrued interest 1,332 (2,262) (142)
Accrued pension and post employment benefits 2,052 1,113 (1,102)
Deferred taxes and other liabilities 6,886 2,887 57
Other (2,729) 291 (1,647)
--------- --------- --------
Cash flow provided by operations 154,153 64,095 53,228
--------- --------- --------
Cash flow from investing activities:
Additions to property, plant and equipment (53,105) (23,464) (26,340)
Investments in acquisitions (67,716) (12,274) (32,663)
--------- --------- --------
Cash flow used by investing activities (120,821) (35,738) (59,003)
--------- --------- --------
Cash flow from financing activities:
Net change in borrowings under revolving credit facilities (6,308) (14,328) 9,157
Decrease in borrowings under Bank Agreement (42,252) (80,500) (5,000)
Repurchase of Senior Subordinated Notes (105,480)
Net change in receivables sold 25,000
Proceeds from exercise of stock options 1,915
Sale of common stock 181,754
--------- --------- --------
Cash flow provided by (used by) financing activities (21,645) (18,554) 4,157
--------- --------- --------
Net change in cash and short-term cash investments 11,687 9,803 (1,618)
Cash and short-term cash investments balance, beginning of period 12,898 3,095 4,713
--------- --------- --------
Cash and short-term cash investments balance, end of period $ 24,585 $ 12,898 $ 3,095
========= ========= ========
Cash paid during the year for:
Interest $ 58,521 $ 78,091 $ 78,634
Income taxes paid, net of refunds 54,429 20,285 26,024
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
24
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 1 - Summary of Significant Accounting Policies
Operations
Amphenol Corporation ("Amphenol" or the "Company") is in two business
segments which consist of manufacturing and selling interconnect products and
assemblies, and manufacturing and selling cable products.
Use of Estimates
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All intercompany transactions have been eliminated in
consolidation.
Cash and Short-Term Cash Investments
Cash and short-term cash investments consist of cash and liquid
investments with an original maturity of less than three months. The carrying
amount approximates fair value of those instruments.
Inventories
Inventories are stated at the lower of standard cost, which approximates
average cost, or market. The principal components of cost included in
inventories are materials, direct labor and manufacturing overhead.
Depreciable Assets
Property, plant and equipment are carried at cost. Depreciation and
amortization of property, plant and equipment are provided on a straight-line
basis over the respective asset lives determined on a composite basis by asset
group or on a specific item basis using the estimated useful lives of such
assets which range from 3 to 12 years for machinery and equipment and 20 to 40
years for buildings. It is the Company's policy to periodically review fixed
asset lives.
Deferred Debt Issuance Costs
Deferred debt issuance costs are being amortized on the interest method
over the term of the related debt and such amortization is included in interest
expense.
Excess of Cost Over Fair Value of Net Assets Acquired
The excess of cost over the fair value of net assets acquired (goodwill)
is being amortized on the straight-line basis over a period of 40 years.
Accumulated amortization was $134,439 and $121,045 at December 31, 2000 and
1999, respectively. Management continually reassesses the appropriateness of
both the carrying value and remaining life of goodwill. Such reassessments are
based on forecasting cash flows, on an undiscounted basis, and other factors. In
the event an impairment is indicated, the amount of the impairment would be
based on estimated discounted cash flows.
Revenue Recognition
Sales and related cost of sales are recognized upon shipment of products.
Retirement Pension Plans
Costs for retirement pension plans include current service costs and
amortization of prior service costs over periods of up to thirty years. It is
the Company's policy to fund current pension costs taking into consideration
minimum funding requirements and maximum tax deductible limitations. The expense
of retiree medical benefit programs is recognized during the employees' service
with the Company as well as amortization of a transition obligation recognized
on adoption of the accounting principle.
25
Income Taxes
Deferred income taxes are provided for revenue and expenses which are
recognized in different periods for income tax and financial statement purposes.
Deferred income taxes are not provided on undistributed earnings of foreign
affiliated companies which are considered to be permanently invested.
Research and Development
Research, development and engineering expenditures for the creation and
application of new and improved products and processes were $23,505, $18,467 and
$17,669, for the years 2000, 1999 and 1998, respectively.
Environmental Obligations
The Company recognizes the potential cost for environmental remediation
activities when assessments are made, remedial efforts are probable and related
amounts can be reasonably estimated; potential insurance reimbursements are not
recorded. The Company regularly assesses its environmental liabilities through
reviews of contractual commitments, site assessments, feasibility studies and
formal remedial design and action plans.
Net Income per Common Share
Basic income per common share is based on the net income for the period
divided by the weighted average common shares outstanding. Diluted income per
common share assumes the exercise of outstanding, dilutive stock options using
the treasury stock method. In April 2000, the Company effected a two-for-one
split of its common stock; all share and per-share amounts in the financial
statements have been restated to reflect the split.
Derivative Financial Instruments
Derivative financial instruments, which are periodically used by the
Company in the management of its interest rate and foreign currency exposures,
are accounted for on an accrual basis. Income and expense are recorded in the
same category as that arising from the related asset or liability. For example,
amounts to be paid or received under interest rate swap agreements are
recognized as interest income or expense in the periods in which they accrue.
In June 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (FAS 133), "Accounting for Derivative
Instruments and Hedging Activities." The statement requires that an entity
recognize all derivatives as either assets or liabilities in the Consolidated
Balance Sheet and measure those instruments at fair value. The accounting for
changes in the fair value of a derivative (that is, gains and losses) depends on
the intended use of the derivative and its resulting designation. The Company
will adopt FAS 133, as amended by FAS 138, beginning January 1, 2001. Adoption
of this new accounting standard will result in a cumulative after-tax gain of
$291 in accumulated other comprehensive income.
Note 2 - Long-Term Debt
Long-term debt consists of the following:
December 31,
- --------------------------------------------------------------------------------------------------
Interest Rate at
December 31, 2000 Maturity 2000 1999
- --------------------------------------------------------------------------------------------------
Bank Agreement:
Term Loan 7.09% 2001-2006 $557,248 $599,500
Revolving Credit Facility 7.15% 2004 -- 7,100
Senior Subordinated Notes 9.875% 2007 144,000 144,000
Notes payable to foreign banks and other debt 1.0%-15.0% 2001-2004 27,098 11,887
-------- --------
728,346 762,487
Less current portion 28,130 16,829
-------- --------
Total long-term debt $700,216 $745,658
======== ========
The Company has a bank loan agreement (Bank Agreement) which includes a
Term Loan, encompassing a Tranche A and B, and a $150,000 revolving credit
facility. At December 31, 2000 the Tranche A had a balance of $272,748 and
matures over the period 2001 to 2004, and the Tranche B had a balance of
$284,500 and matures over the period 2005 and 2006. The revolving credit
facility expires in 2004; and availability under the facility at December 31,
2000 was $143,890, after reduction
26
of $6,110 for outstanding letters of credit.
At December 31, 2000, interest under the Bank Agreement generally accrues
at .75% to 1.50% over LIBOR. The Company also pays certain annual agency and
commitment fees. At December 31, 2000, the Company had interest rate protection
in the form of swap agreements that effectively fixed the Company's LIBOR
interest rate on $450,000 of floating rate bank debt at 5.76%. These agreements
expire in 2002. While it is not the Company's intention to terminate the
interest rate swap agreements, the fair values were estimated by obtaining
quotes from brokers which represented the amounts that the Company would receive
or pay if the agreements were terminated. These fair values indicated that
termination of the agreements at December 31, 2000 and 1999 would have resulted
in pretax gains of $448 and $3,543, respectively. Due to the volatility of
interest rates, these estimated results may or may not be realized.
The Bank Agreement is secured by a first priority pledge of 100% of the
capital stock of the Company's direct domestic subsidiaries and 65% of the
capital stock of direct material foreign subsidiaries, as defined in the Bank
Agreement. The Bank Agreement also requires that the Company satisfy certain
financial covenants including interest coverage and leverage ratio tests, and
includes limitations with respect to, among other things, (i) incurring debt,
(ii) creating or incurring liens, (iii) making other investments, (iv) acquiring
or disposing of assets, (v) capital expenditures, and (vi) restricted payments,
including dividends on the Company's common stock.
The 9 7/8% Senior Subordinated Notes due 2007 are general unsecured
obligations of the Company. The Notes are subject to redemption at the option of
the Company, in whole or in part, beginning in 2002 at 104.938% and declining to
100% by 2005. In December 1999, the Company funded the redemption of $96,000
principal amount of Notes at a price of 109.875% plus accrued interest. Such
funding was from a portion of the proceeds received on issuance of 5.5 million
shares of common stock. The redemption resulted in an extraordinary loss for the
early extinguishment of debt (consisting of a prepayment premium and the write
off of related deferred debt issuance costs) of $13,553, less tax benefits of
$4,879.
The fair value of the Company's long-term debt is estimated based on the
quoted market prices for the same or similar issues or on the current rates
offered to the Company for debt of the same remaining maturities. At December
31, 2000 and 1999, based on market quotes for the same or similar securities it
is estimated that the Company's 9 7/8% Subordinated Debentures were trading at a
premium of approximately 2% over book value. The book value of the Company's
other long-term debt approximates fair value.
The maturity of the Company's long-term debt over each of the next five
years ending December 31, is as follows: 2001 - $28,130; 2002 - $62,571; 2003 -
$82,795; 2004 - $107,460; and 2005 - $98,582.
Note 3 - Income Taxes
The components of income before income taxes and extraordinary item and
the provision for income taxes are as follows:
Year Ended December 31,
- --------------------------------------------------------------------------------
2000 1999 1998
- --------------------------------------------------------------------------------
Income before taxes and extraordinary item:
United States $ 79,024 $ 18,508 $ 18,725
Foreign 94,194 57,662 45,258
--------- -------- --------
$ 173,218 $ 76,170 $ 63,983
========= ======== ========
Current provision:
United States $ 45,799 $ 13,671 $ 10,002
Foreign 25,125 18,353 17,651
--------- -------- --------
70,924 32,024 27,653
========= ======== ========
Deferred provision (benefit):
United States $ (4,095) $ (260) $ 745
Foreign (1,515) 111 (925)
--------- -------- --------
(5,610) (149) (180)
--------- -------- --------
Total provision for income taxes $ 65,314 $ 31,875 $ 27,473
========= ======== ========
- --------------------------------------------------------------------------------
27
At December 31, 2000, the Company had $11,370 of foreign tax loss
carryforwards, of which $1,691 expire at various dates through 2003 and the
balance can be carried forward indefinitely. A valuation allowance of $559 and
$3,723 at December 31, 2000 and 1999, respectively, has been recorded which
relates primarily to foreign net operating loss carryforwards. The net change in
the valuation allowance for deferred tax assets was a reduction of $3,164 and
$2,196 in 2000 and 1999, respectively. In both 2000 and 1999 the net change in
the valuation allowance was related to the utilization of foreign net operating
loss carryforwards. Accrued income tax liabilities of $6,260 and $1,572 at
December 31, 2000 and 1999, respectively, are included in other accrued expenses
in the Consolidated Balance Sheet.
Differences between the U.S. statutory federal tax rate and the Company's
effective income tax rate are analyzed below:
Year Ended December 31,
- --------------------------------------------------------------------------------
2000 1999 1998
- --------------------------------------------------------------------------------
U.S. statutory federal tax rate 35.0% 35.0% 35.0%
State and local taxes 1.6 1.7 2.1
Non-deductible purchase accounting differences 2.7 5.7 6.4
Foreign tax expense in excess of U.S. statutory rate .9 2.1 2.8
Valuation allowance utilized (1.8) (2.9) (.9)
Other (.7) .3 (2.5)
---- ---- ----
Effective tax rate 37.7% 41.9% 42.9%
==== ==== ====
The Company's deferred tax assets and liabilities, excluding a valuation
allowance, were comprised of the following:
December 31,
-----------------
2000 1999
------- -------
Deferred tax assets:
Accrued liabilities and reserves $ 6,619 $ 765
Inventory reserves 7,722 4,001
Operating loss carryforwards 3,325 4,882
Tax credit carryforwards 612
Employee benefits 2,059 2,152
------- -------
$19,725 $12,412
======= =======
Deferred tax liabilities:
Depreciation $ 5,768 $ 6,290
Prepaid pension costs 8,202 7,128
------- -------
$13,970 $13,418
======= =======
United States income taxes have not been provided on undistributed
earnings of international subsidiaries. The Company's intention is to reinvest
these earnings permanently or to repatriate the earnings when it is tax
effective to do so. Accordingly, the Company believes that any United States tax
on repatriated earnings would be substantially offset by U.S. foreign tax
credits. The Company is subject to periodic audits of its various tax returns by
government agencies; management does not believe that amounts, if any, which may
be required to be paid by reason of such audits will have a material effect on
the Company's financial position or results of operations.
Note 4 - Shareholders' Equity (Deficit)
In May 1997, the Company adopted the 1997 Option Plan, and in May 2000,
adopted the 2000 Option Plan ("Plans"). The Plans authorize the granting of
stock options by a committee of the Board of Directors. At December 31, 2000,
the maximum number of shares of common stock available for the granting of stock
options under the Plans was 1,351,592. Options granted under the Plans vest
ratably over a period of five years and are exercisable over a period of ten
years from the date of grant. In addition, shares issued in conjunction with the
exercise of stock options are generally subject to Management Stockholder
Agreements which, among other things, places restrictions on the sale or
transfer of such shares.
Stock option activity for 1998, 1999, and 2000 was as follows:
28
- --------------------------------------------------------------------------------
Options Average Price
- --------------------------------------------------------------------------------
Options outstanding at December 31, 1997 2,356,852 $13.06
Options granted 480,920 25.43
Options cancelled (296,900) 25.68
----------
Options outstanding at December 31, 1998 2,540,872 13.92
Options granted 482,800 19.24
Options cancelled (106,612) 14.99
----------
Options outstanding at December 31, 1999 2,917,060 14.77
Options granted 1,129,500 49.40
Options exercised (192,986) 13.94
Options cancelled (98,152) 23.51
----------
Options outstanding at December 31, 2000 3,755,422 $25.00
==========
- --------------------------------------------------------------------------------
The following table summarizes information about stock options outstanding
at December 31, 2000:
Options Outstanding Options Exercisable
-------------------------------------- ---------------------
Average Remaining Average
Exercise Price Shares Price Term Shares Price
- -------------- ------ ----- ---- ------ -----
$13.00 2,014,213 $13.00 6.38 1,171,240 $13.00
15.00-20.00 511,559 18.53 8.17 108,231 18.15
25.00-30.00 123,400 28.90 7.39 47,360 28.95
31.00-35.00 15,000 33.13 9.11
45.00-50.00 1,082,750 49.56 9.43
55.00-60.00 8,500 56.75 9.76
The Company applies APB Opinion 25, "Accounting for Stock Issued to Employees,"
and related interpretations in accounting for stock options. Accordingly, no
compensation cost has been recognized for the Plans. Had compensation cost for
stock options been determined based on the fair value of the option at date of
grant consistent with the requirements of SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's income before extraordinary item and
net income and earnings per share would have been reduced to the pro forma
amounts indicated below:
2000 1999 1998
-------- ------- -------
Income before
extraordinary item As reported $107,904 $44,295 $36,510
Pro forma 101,898 42,261 34,075
Income per share
before extraordinary item - Basic As reported $2.59 $1.23 $1.03
Pro forma 2.45 1.17 .96
Income per share
before extraordinary item - Diluted As reported $2.52 $1.21 $1.02
Pro forma 2.38 1.15 .95
Net income As reported $107,904 $35,621 $36,510
Pro forma 101,898 33,587 34,075
Net income per share - Basic As reported $2.59 $.99 $1.03
Pro forma 2.45 .93 .96
Net income per share - Diluted As reported $2.52 $.97 $1.02
Pro forma 2.38 .92 .95
29
The fair value of each stock option has been estimated at the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions:
2000 1999 1998
------- ------- -------
Risk free interest rate 5.1% 5.6% 5.1%
Expected life 4 years 4 years 4 years
Expected volatility 67.0% 40.0% 30.0%
Expected dividend yield 0.0% 0.0% 0.0%
The weighted-average fair values of options granted during 2000, 1999 and
1998 were $27.04, $7.51 and $8.35, respectively.
At December 31, 2000, KKR and its affiliates owned 50.1% of the Company's
outstanding common stock.
Note 5 - Benefit Plans and Other Postretirement Benefits
The Company and its domestic subsidiaries have a defined benefit plan
covering substantially all U.S. employees. Plan benefits are generally based on
years of service and compensation. The plan is noncontributory, except for
certain salaried employees. Certain foreign subsidiaries have defined benefit
plans covering their employees. Certain U.S. employees not covered by the
defined benefit plan are covered by defined contribution plans. The following is
a summary of the Company's defined benefit plans funded status as of the most
recent actuarial valuations (December 31, 2000 and 1999).
December 31, 2000 December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------
Accumulated Assets Accumulated Assets
Benefits Exceed Benefits Exceed
Exceed Accumulated Exceed Accumulated
Assets Benefits Assets Benefits
- ------------------------------------------------------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $ 25,347 $ 187,585 $ 25,302 $ 193,634
Service cost 834 3,952 881 4,385
Interest cost 1,609 13,345 1,429 12,913
Plan participants' contributions 197 296
Actuarial (gain) loss 266 1,139 827 (8,410)
Foreign exchange (1,504) (2,125) (3,551) (159)
Benefits paid (939) (14,628) (914) (13,701)
-------- --------- -------- ---------
Benefit obligation at end of year 25,613 189,465 23,974 188,958
-------- --------- -------- ---------
Change in plan assets:
Fair value of plan assets at beginning of year 1,326 237,221 222,219
Actual return on plan assets 44 (1,747) 29,849
Employer contribution 104 92
Plan participants' contributions 197 296
Foreign exchange (47) (2,854) (208)
Benefits paid (47) (14,628) (13,701)
-------- --------- -------- ---------
Fair value of plan assets at end of year 1,380 218,189 -- 238,547
-------- --------- -------- ---------
Funded status (24,233) 28,724 (23,974) 49,589
Unrecognized net actuarial (gain) loss 2,300 (5,585) 3,419 (29,592)
Unrecognized prior service cost 663 7,702 8,983
Unrecognized transition obligation net 82 (1,817) 124 (2,276)
-------- --------- -------- ---------
(Accrued) prepaid benefit cost $(21,188) $ 29,024 $(20,431) $ 26,704
======== ========= ======== =========
30
Year Ended December 31,
- --------------------------------------------------------------------------------
2000 1999 1998
-------- -------- --------
Components of net pension cost:
Service cost $ 4,786 $ 5,266 $ 4,465
Interest cost 14,954 14,342 14,142
Expected return on plan assets (21,167) (19,110) (18,038)
Net amortization of actuarial losses 1,101 1,376 983
-------- -------- --------
Net pension cost (income) $ (326) $ 1,874 $ 1,552
======== ======== ========
- --------------------------------------------------------------------------------
The weighted-average discount rate and rate of increase in future
compensation levels used in determining actuarial present value of the projected
benefit obligation was 7.5% (7.5% in 1999 and 7.0% in 1998) and 3.5% (3.5% in
1999 and 3.0% in 1998), respectively. The expected long-term rate of return on
assets was 10.5%. Plan assets consist primarily of U.S. equity and debt
securities. The Company has also adopted an unfunded Supplemental Employee
Retirement Plan ("SERP") which provides for the payment of the portion of annual
pension which cannot be paid from the retirement plan as a result of regulatory
limitations on average compensation for purposes of the benefit computation. The
largest non-U.S. pension plan, in accordance with local custom, is unfunded and
had an accumulated benefit obligation of approximately $19,253 and $19,277 at
December 31, 2000 and 1999, respectively. Such obligation is included in the
Consolidated Balance Sheet and the tables above.
The Company maintains self insurance programs for that portion of its
health care and workers compensation costs not covered by insurance. The Company
also provides certain health care and life insurance benefits to certain
eligible retirees through postretirement benefit programs. The Company's share
of the cost of such plans for most participants is fixed, and any increase in
the cost of such plans will be the responsibility of the retirees. The Company
funds the benefit costs for such plans on a pay-as-you-go basis. Since the
Company's obligation for postretirement medical plans is fixed and since the
accumulated postretirement benefit obligation ("APBO") and the net
postretirement benefit expense are not material in relation to the Company's
financial condition or results of operations, management believes any change in
medical costs from that estimated will not have a significant impact on the
Company. The discount rate used in determining the APBO at December 31, 2000 and
1999 was 7.5%.
Summary information on the Company's postretirement medical plans as of
December 31, 2000 and 1999 is as follows:
December 31,
--------------------
2000 1999
-------- --------
Change in benefit obligation:
Benefit obligation at beginning of year $ 12,480 $ 12,665
Service cost 61 68
Interest cost 819 901
Paid benefits and expenses (2,332) (2,093)
Actuarial (gain) loss (193) 939
-------- --------
Benefit obligation at end of year $ 10,835 $ 12,480
======== ========
Funded status $(10,835) $(12,480)
Unrecognized net actuarial loss 7,973 8,897
Unrecognized transition obligation 745 807
-------- --------
Accrued benefit cost $ (2,117) $ (2,776)
======== ========
31
Year ended December 31,
------------------------
2000 1999 1998
------ ------ ------
Components of net postretirement benefit cost:
Service cost $ 61 $ 68 $ 72
Interest cost 819 901 935
Amortization of transition obligation 62 62 62
Net amortization of actuarial losses 731 1,107 961
------ ------ ------
Net postretirement benefit cost $1,673 $2,138 $2,030
====== ====== ======
Note 6 - Leases
At December 31, 2000, the Company was committed under operating leases
which expire at various dates through 2008. Total rent expense under operating
leases for the years 2000, 1999, and 1998 was $17,429, $15,895 and $13,927
respectively.
Minimum lease payments under non-cancelable operating leases are as
follows:
2001 $13,597
2002 10,587
2003 8,532
2004 4,409
2005 3,285
Beyond 2005 3,713
-------
Total minimum obligation $44,123
=======
Note 7 - Reportable Business Segments and International Operations
The Company has two reportable business segments: interconnect products
and assemblies and cable products. The interconnect products and assemblies
segment produces connectors and connector assemblies primarily for the
communications, aerospace, industrial and automotive markets. The cable products
segment produces coaxial and flat ribbon cable and related products primarily
for communication markets, including cable television. The accounting policies
of the segments are the same as those for the Company as a whole and are
described in Note 1 herein. The Company evaluates the performance of business
units on, among other things, profit or loss from operations before interest
expense, goodwill and other intangible amortization expense, headquarters'
expense allocations, income taxes and nonrecurring gains and losses. The
Company's reportable segments are an aggregation of business units that have
similar production processes and products.
Interconnect products Cable
and assemblies products Total
-------------------------------- ------------------------------ ----------------------------------
2000 1999 1998 2000 1999 1998 2000 1999 1998
---------- -------- -------- -------- -------- -------- ---------- ---------- --------
Net Sales
- external $1,009,162 $769,967 $718,109 $350,540 $240,636 $200,768 $1,359,702 $1,010,603 $918,877
- intersegment 71 569 358 16,385 9,417 7,189 16,456 9,986 7,547
Depreciation and
amortization 24,773 21,953 18,235 3,706 3,446 3,039 28,479 25,399 21,274
Segment operating
income 194,688 135,721 135,739 75,943 47,585 31,880 270,631 183,306 167,619
Segment assets 435,279 347,844 311,892 73,081 53,554 55,119 508,360 401,398 367,011
Additions to property,
plant and equipment 38,109 21,321 22,483 14,771 2,032 3,834 52,880 23,353 26,317
32
Reconciliation of segment operating income to consolidated income before taxes
and extraordinary item:
2000 1999 1998
--------- --------- ---------
Segment operating income $ 270,631 $ 183,306 $ 167,619
Amortization of goodwill (13,394) (12,371) (11,701)
Interest expense (61,710) (79,297) (81,199)
Headquarters' expense and other net expenses (22,309) (15,468) (10,736)
--------- --------- ---------
Consolidated income before taxes
and extraordinary item $ 173,218 $ 76,170 $ 63,983
========= ========= =========
Reconciliation of segment assets to consolidated total assets:
2000 1999 1998
---------- -------- --------
Segment assets $ 508,360 $401,398 $367,011
Goodwill 411,182 360,999 360,265
Other unallocated assets 84,780 73,979 80,125
---------- -------- --------
Consolidated total assets $1,004,322 $836,376 $807,401
========== ======== ========
Geographic information:
Land and
Net Sales depreciable assets
---------------------------------- ------------------------------
2000 1999 1998 2000 1999 1998
---------- ---------- -------- -------- -------- --------
United States $ 690,743 $ 519,459 $499,891 $ 77,245 $ 65,536 $ 70,072
International 668,959 491,144 418,986 83,740 54,414 56,707
---------- ---------- -------- -------- -------- --------
Total $1,359,702 $1,010,603 $918,877 $160,985 $119,950 $126,779
========== ========== ======== ======== ======== ========
Revenues by geographic area are based on origin of shipment except that
international sales include international coaxial cable sales, which are
primarily export sales.
Note 8 - Other Expenses, net
Other income (expense) is comprised as follows:
Year Ended December 31,
- -------------------------------------------------------------------------------
2000 1999 1998
------- ------- -------
Foreign currency transaction gains $ 3,298 $ 499 $ 1,445
Program fees on sale of accounts receivable (5,527) (3,851) (4,121)
Minority interests (5,415) (2,220) (849)
Agency and commitment fees (670) (701) (705)
Other (1,181) 1,011 (315)
------- ------- -------
$(9,495) $(5,262) $(4,545)
======= ======= =======
Note 9 - Commitments and Contingencies
In the course of pursuing its normal business activities, the Company is
involved in various legal proceedings and claims. Management does not expect
that amounts, if any, which may be required to be paid by reason of such
proceedings or claims will have a material effect on the Company's financial
position or results of operations.
Subsequent to the acquisition of Amphenol from Allied Signal Corporation
("Allied", subsequently merged with Honeywell International Inc.) in 1987,
Amphenol and Allied have been named jointly and severally liable as potentially
responsible parties in relation to several environmental cleanup sites. Amphenol
and Allied have jointly consented to perform certain investigations and remedial
and monitoring activities at two sites and they have been jointly ordered to
perform work at another site. The responsibility for costs incurred relating to
these sites is apportioned between Amphenol and Allied based on an agreement
entered into in connection with the acquisition. For sites covered by this
agreement, to the extent that conditions or circumstances occurred or existed at
the time of or prior to the acquisition, Allied is currently obligated to pay
80% of the costs up to $30,000 and 100% of the costs in excess of $30,000. At
December 31, 2000, approximately $21,500 of total costs have been incurred
applicable to this agreement. Management does not believe that the costs
associated with resolution of these or any other environmental matters will have
a material adverse effect on the Company's financial condition or results of
operations.
33
A subsidiary of the Company has an agreement with a financial institution
whereby the subsidiary can sell an undivided interest of up to $85,000 in a
designated pool of qualified accounts receivable. The agreement expires in May
2004 with respect to $60,000 of accounts receivable and expires in June 2001
with respect to an additional $25,000 of accounts receivable. Under the terms of
the agreement, new receivables are added to the pool as collections reduce
previously sold accounts receivable. The aggregate value of receivables
transferred to the pool for the year 2000, 1999 and 1998 were $833,653,
$646,675, and $631,780, respectively. At December 31, 2000, and 1999,
respectively, $43,124 and $24,301 of accounts receivable were transferred to the
subsidiary, but not purchased by the financial institution and are therefore
included in the accounts receivable balance in the accompanying Consolidated
Balance Sheet. Due to the short-term nature of the accounts receivable, the fair
value approximates the carrying value. The Company services, administers and
collects the receivables on behalf of the purchaser. Program fees payable to the
purchaser under this agreement are equivalent to rates afforded high quality
commercial paper issuers plus certain administrative expenses and are included
in other expenses, net, in the accompanying Consolidated Statement of Income.
The agreement contains certain covenants and provides for various events of
termination. In certain circumstances the Company is contingently liable for the
collection of the receivables sold; management believes that its allowance for
doubtful accounts is adequate to absorb the expense of any such liability. At
December 31, 2000 and 1999, approximately $85,000 and $60,000, respectively in
receivables were sold under the agreement and are therefore not reflected in the
accounts receivable balance in the accompanying Consolidated Balance Sheet.
Note 10 - Selected Quarterly Financial Data (Unaudited)
Three Months Ended
- ------------------------------------------------------------------------------------------------------------
March 31 June 30 September 30 December 31
- ------------------------------------------------------------------------------------------------------------
2000
Net sales $300,049 $335,510 $354,694 $369,449
Gross profit, including depreciation 96,034 108,745 116,158 123,430
Net income 20,264 26,210 28,834 32,596
Net income per share - Basic .49 .63 .69 .78
Net income per share - Diluted .48 .61 .67 .76
Stock price - High 52.13 66.50 70.38 68.25
- Low 30.31 43.19 48.38 32.00
1999
Net sales $237,164 $247,438 $256,857 $269,144
Gross profit, including depreciation 73,323 78,509 81,804 86,448
Income before extraordinary items 8,239 10,463 11,586 14,007
Income per share before extraordinary item - Basic .23 .29 .32 .38
Income per share before extraordinary item - Diluted .23 .29 .32 .37
Net income 8,239 10,463 11,586 5,333
Net income per share - Basic .23 .29 .32 .14
Net income per share - Diluted .23 .29 .32 .14
Stock price - High 19.25 20.19 28.31 35.75
- Low 14.72 17.25 19.66 22.88
1998
Net sales $228,541 $227,942 $229,018 $233,376
Gross profit, including depreciation 74,397 74,621 72,813 72,892
Net income 9,673 10,355 8,212 8,270
Net income per share - Basic .28 .30 .23 .23
Net income per share - Diluted .27 .29 .23 .23
Stock price - High 32.00 30.81 22.06 17.53
- Low 26.63 19.50 14.91 13.75
34
Item 9. Changes in and Disagreements with Independent Accountants on Accounting
and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Pursuant to Instruction G(3) to Form 10-K, the information required by
Item 10 with respect to the Directors of the Registrant is incorporated by
reference from the Company's definitive proxy statement which is expected to be
filed pursuant to Regulation 14A within 120 days following the end of the fiscal
year covered by this report.
The information required by Item 10 with respect to the Executive Officers
of the Registrant has been included in Part I of this Form 10-K in reliance on
Instruction G(3) of Form 10-K and Instruction 3 to Item 401(b) of Regulation
S-K.
Item 11. Executive Compensation
Pursuant to Instruction G(3) to Form 10-K, the information required in
Item 11 is incorporated by reference from the Company's definitive proxy
statement which is expected to be filed pursuant to Regulation 14A within 120
days following the end of the fiscal year covered by this report.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Pursuant to Instruction G(3) to Form 10-K, the information required in
Item 12 is incorporated by reference from the Company's definitive proxy
statement which is expected to be filed pursuant to Regulation 14A within 120
days following the end of the fiscal year covered by this report.
Item 13. Certain Relationships and Related Transactions
Pursuant to Instruction G(3) to Form 10-K, the information required in
Item 13 is incorporated by reference from the Company's definitive proxy
statement which is expected to be filed pursuant to Regulation 14A within 120
days following the end of the fiscal year covered by this report.
35
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Consolidated Financial Statements Page
Report of Management 20
Independent Auditors' Report 20
Consolidated Statement of Income -
Years Ended December 31, 2000, December 31, 1999 and December 31, 1998 21
Consolidated Balance Sheet -
December 31, 2000 and December 31, 1999 22
Consolidated Statement of Changes in Shareholders' Equity - Years Ended
December 31, 2000, December 31, 1999 and December 31, 1998 23
Consolidated Statement of Cash Flow -
Years Ended December 31, 2000, December 31, 1999 and December 31, 1998 24
Notes to Consolidated Financial Statements 25
(a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2000
All financial statement schedules are omitted because they are not applicable or
required, or because the required information is included in the consolidated
financial statements or notes thereto.
36
(a) Listing of Exhibits
2.1 Agreement and Plan of Merger dated as of January 23, 1997 between NXS
Acquisition Corp. and Amphenol Corporation (incorporated by reference to
Current Report on Form 8-K dated January 23, 1997).*
2.2 Amendment, dated as of April 9, 1997, to the Agreement and Plan of Merger
between NXS Acquisition Corp. and Amphenol Corporation, dated as of
January 23, 1997 (incorporated by reference to the Registration Statement
on Form S-4 (registration No. 333-25195) filed on April 15, 1997).*
3.1 Certificate of Merger, dated May 19, 1997 (including Restated Certificate
of Incorporation of Amphenol Corporation) (filed as Exhibit 3.1 to the
June 30, 1997 10-Q).*
3.2 By-Laws of the Company as of May 19, 1997 - NXS Acquisition Corp. By-Laws
(filed as Exhibit 3.2 to the June 30, 1997 10-Q).*
3.3 Amended and Restated Certificate of Incorporation, dated April 24, 2000
(filed as Exhibit 3.1 to the April 28, 2000 Form 8-K).*
4.1 Indenture between Amphenol Corporation and IBJ Schroeder Bank and Trust
Company, as Trustee, dated as of May 15, 1997, relating to Senior
Subordinated Notes due 2007 (filed as Exhibit 4.1 to the June 30, 1997
10-Q).*
10.1 Amended and Restated Receivables Purchase Agreement dated as of May 19,
1997 among Amphenol Funding Corp., the Company, Pooled Accounts Receivable
Capital Corporation and Nesbitt Burns Securities, Inc., as Agent (filed as
Exhibit 10.1 to the June 30, 1997 10-Q).*
10.2 Amended and Restated Purchase and Sale Agreement dated as of May 19, 1997
among the Originators named therein, Amphenol Funding Corp. and the
Company (filed as Exhibit 10.2 to the June 30, 1997 10-Q).*
10.3 Credit Agreement dated as of May 19, 1997 among the Company, Amphenol
Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the
Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent,
the Bank of New York, as Documentation Agent and Bankers Trust Company, as
Administrative Agent and Collateral Agent (filed as Exhibit 10.3 to the
June 30, 1997 10-Q).*
10.4 1998 Amphenol Incentive Plan (filed as Exhibit 10.5 to the December 31,
1997 10-K).*
10.5 1999 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31,
1998 10-K).*
10.6 2000 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31,
1999 10-K).*
10.7 Pension Plan for Employees of Amphenol Corporation as amended and restated
effective December 31, 1997 (filed as Exhibit 10.7 to the December 31,
1998 10-K).*
- ----------
* Incorporated herein by reference as stated.
37
10.8 First Amendment to the Pension Plan for Employees of Amphenol Corporation
dated October 1, 1998 (filed as Exhibit 10.8 to the December 31, 1998
10-K).*
10.9 Second amendment to the Pension Plan for Employees of Amphenol Corporation
dated February 4, 1999 (filed as Exhibit 10.9 to the December 31, 1998
10-K).*
10.10 Amphenol Corporation Supplemental Employee Retirement Plan formally
adopted effective January 25, 1996 (filed as Exhibit 10.18 to the 1996
10-K).*
10.11 LPL Technologies Inc. and Affiliated Companies Employee Savings/401 (k)
Plan, dated and adopted January 23, 1990 (filed as Exhibit 10.19 to the
1991 Registration Statement).*
10.12 Management Agreement between the Company and Dr. Martin H. Loeffler, dated
July 28, 1987 (filed as Exhibit 10.7 to the 1987 Registration Statement).*
10.13 Amphenol Corporation Directors' Deferred Compensation Plan (filed as
Exhibit 10.11 to the December 31, 1997 10-K).*
10.14 Agreement and Plan of Merger among Amphenol Acquisition Corporation,
Allied Corporation and the Company, dated April 1, 1987, and the Amendment
thereto dated as of May 15, 1987 (filed as Exhibit 2 to the 1987
Registration Statement).*
10.15 Settlement Agreement among Allied Signal Inc., the Company and LPL
Investment Group, Inc. dated November 28, 1988 (filed as Exhibit 10.20 to
the 1991 Registration Statement).*
10.16 Registration Rights Agreement dated as of May 19, 1997, among NXS
Acquisition Corp., KKR 1996 Fund L.P., NXS Associates L.P., KKR Partners
II, L.P. and NXS I, L.L.C. (filed as Exhibit 99.5 to Schedule 13D,
Amendment No. 1, relating to the beneficial ownership of shares of the
Company's Common Stock by NXS I, L.L.C., KKR 1996 Fund, L.P., KKR
Associates (1996) L.P., KKR 1996 GP LLC, KKR Partners II, L.P., KKR
Associates L.P., NXS Associates L.P., KKR Associates (NXS) L.P., and
KKR-NXS L.L.C. dated May 27, 1997).*
10.17 Management Stockholders' Agreement entered into as of May 19, 1997 between
the Company and Martin H. Loeffler (filed as Exhibit 10.13 to the June 30,
1997 10-Q).*
10.18 Management Stockholders' Agreement entered into as of May 19, 1997 between
the Company and Edward G. Jepsen (filed as Exhibit 10.14 to the June 30,
1997 10-Q).*
10.19 Management Stockholders' Agreement entered into as of May 19, 1997 between
the Company and Timothy F. Cohane (filed as Exhibit 10.15 to the June 30,
1997 10-Q).*
10.20 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as
Exhibit 10.16 to the June 30, 1997 10-Q).*
10.21 Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries
(filed as Exhibit 10.19 to the June 30, 1998 10-Q).*
- ----------
* Incorporated herein by reference as stated.
38
10.22 Non-Qualified Stock Option Agreement between the Company and Martin H.
Loeffler dated as of May 19, 1997 (filed as Exhibit 10.17 to the June 30,
1997 10-Q).*
10.23 Non-Qualified Stock Option Agreement between the Company and Edward G.
Jepsen dated as of May 19,1997 (filed as Exhibit 10.18 to the June 30,
1997 10-Q).*
10.24 Non-Qualified Stock Option Agreement between the Company and Timothy F.
Cohane dated as of May 19, 1997 (filed as Exhibit 10.19 to the June 30,
1997 10-Q).*
10.25 First Amendment to Amended and Restated Receivables Purchase Agreement
dated as of September 26,1997 (filed as Exhibit 10.20 to the September 30,
1997 10-Q).*
10.26 Canadian Purchase and Sale Agreement dated as of September 26, 1997 among
Amphenol Canada Corp., Amphenol Funding Corp. and Amphenol Corporation,
individually and as the initial servicer (filed as Exhibit 10.21 to the
September 30,1997 10-Q).*
10.27 Second Amendment to Amended and Restated Receivables Purchase Agreement
dated as of June 30, 2000 (filed as Exhibit 10.27 to the June 30, 2000
10-Q).*
10.28 Amended and Restated Credit Agreement dated as of October 3, 1997 among
the Company, Amphenol Holding UK, Limited, Amphenol Commercial and
Industrial UK, Limited, the Lenders listed therein, The Chase Manhattan
Bank, as Syndication Agent, the Bank of New York, as Documentation Agent
and Bankers Trust Company, as Administrative Agent and Collateral Agent
(filed as Exhibit 10.22 to the September 30, 1997 10-Q).*
10.29 First Amendment dated as of May 1, 1998 to the Amended and Restated Credit
Agreement dated as of October 3, 1997 among the Company, Amphenol Holding
UK, Limited, Amphenol Commercial and Industrial UK, Limited, the Lenders
listed therein, The Chase Manhattan Bank, as Syndication Agent, the Bank
of New York, as Documentation Agent and Bankers Trust Company, as
Administrative Agent and Collateral Agent (filed as Exhibit 10.25 to the
March 31, 1998 10-Q).*
11 Statement regarding computation of per share earnings.
12 Statement regarding computation of ratio of earnings to fixed charges.
21 Subsidiaries of the Company.
23 Consent of Deloitte & Touche LLP.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
- ----------
* Incorporated herein by reference as stated.
39
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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 in the Town of
Wallingford, State of Connecticut on the 30th day of March 2001.
AMPHENOL CORPORATION
/s/ Martin H. Loeffler
-------------------------------
Martin H. Loeffler
Chairman, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and as of the date indicated below.
Signature Title Date
- --------- ----- ----
/s/ Martin H. Loeffler Chairman, Chief Executive March 30, 2001
Martin H. Loeffler Officer and President
(Principal Executive
Officer)
/s/ Edward G. Jepsen Chief Financial Officer March 30, 2001
Edward G. Jepsen (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Andrew M. Clarkson Director March 30, 2001
/s/ G. Robert Durham Director March 30, 2001
/s/ Henry R. Kravis Director March 30, 2001
/s/ Andrew E. Lietz Director March 30, 2001
/s/ Marc S. Lipschultz Director March 30, 2001
/s/ Michael W. Michelson Director March 30, 2001
/s/ Scott Nuttall Director March 30, 2001
/s/ George R. Roberts Director March 30, 2001
40