Note 5—Equity

Stock-Based Compensation:

Stock Options

In 2009, the Company adopted the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and its Subsidiaries (the “2009 Employee Option Plan”). The Company also continues to maintain the 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2000 Employee Option Plan”). No additional stock options can be granted under the 2000 Employee Option Plan. The 2009 Employee Option Plan authorizes the granting of additional stock options by a committee of the Company’s Board of Directors and was amended in May 2014 to increase the number of shares of common stock reserved for issuance from 32,000,000 shares to 58,000,000 shares. As of December 31, 2014, there were 24,978,580 shares of common stock available for the granting of additional stock options under the 2009 Employee Option Plan. Options granted under the 2000 Employee Option Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years and are generally exercisable over a period of ten years from the date of grant.

In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “2004 Directors Option Plan”). The 2004 Directors Option Plan is administered by the Company’s Board of Directors. As of December 31, 2014, there were 140,000 shares of common stock available for the granting of additional stock options under the 2004 Directors Option Plan, although no additional stock options are expected to be granted under this plan. Options granted under the 2004 Directors Option Plan generally vest ratably over a period of three years and are generally exercisable over a period of ten years from the date of grant.

Stock option activity for 2012, 2013 and 2014 was as follows:

					Weighted
					Average	Aggregate
			Weighted		Remaining	Intrinsic
			Average		Contractual	Value
	Options		Exercise Price		Term (in years)	(in millions)
Options outstanding at January 1, 2012	28,033,800		$	19.00	6.89
Options granted	5,980,000		26.66
Options exercised	(6,505,922	)	14.66
Options forfeited	(614,440	)	21.42
Options outstanding at December 31, 2012	26,893,438		21.70		7.08
Options granted	5,576,000		39.00
Options exercised	(5,272,426	)	18.23
Options forfeited	(352,560	)	26.83
Options outstanding at December 31, 2013	26,844,452		25.90		7.08
Options granted	6,220,000		47.70
Options exercised	(4,790,252	)	20.27
Options forfeited	(486,280	)	34.55
Options outstanding at December 31, 2014	27,787,920		31.60		7.09	$	617.2
Vested and non-vested expected to vest at December 31, 2014	25,296,609		31.23		7.01	$	571.3
Exercisable at December 31, 2014	11,347,360		$	23.16	5.51	$	347.8

A summary of the status of the Company’s non-vested options as of December 31, 2014 and changes during the year then ended is as follows:

	Options		Weighted Average Fair Value at Grant Date

Non-vested options at January 1, 2014	16,033,842		$	7.39
Options granted	6,220,000		8.64
Options vested	(5,327,002	)	6.99
Options forfeited	(486,280	)	7.81
Non-vested options at December 31, 2014	16,440,560		$	7.98

The weighted-average fair value at the grant date of options granted during 2013 and 2012 was $8.71 and $6.48, respectively.

During the years ended December 31, 2014, 2013 and 2012, the following activity occurred under the Company’s option plans:

	2014		2013		2012
Total intrinsic value of stock options exercised	$	136.8	$	105.8	$	95.9
Total fair value of stock options vested	37.2		33.9		31.0

On December 31, 2014, the total compensation cost related to non-vested options not yet recognized was approximately $95.6, with a weighted average expected amortization period of 3.40 years.

The grant-date fair value of each option grant under the 2000 Employee Option Plan, the 2009 Employee Option Plan and the 2004 Directors Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each restricted share grant is determined based on the closing share price of the Company’s stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the stock of the Company and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical post-vesting termination experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate.

Restricted Stock

In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan is administered by the Company’s Board of Directors. As of December 31, 2014, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 171,922. Restricted shares granted under the 2012 Directors Restricted Stock Plan generally vest on the first anniversary of the grant date. Grants under the 2012 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s common stock without payment.

Restricted stock activity for 2012, 2013 and 2014 was as follows:

					Weighted
					Average
			Fair Value		Remaining
	Restricted		at Grant		Amortization
	Shares		Date		Term (in years)
Restricted shares outstanding at January 1, 2012	—		$	—
Restricted shares granted	32,858		26.63
Restricted shares outstanding at December 31, 2012	32,858		26.63		0.39
Restricted shares granted	26,880		38.76
Shares vested and issued	(32,858	)	26.63
Restricted shares outstanding at December 31, 2013	26,880		38.76		0.39
Restricted shares granted	18,340		47.72
Shares vested and issued	(26,880	)	38.76
Restricted shares outstanding at December 31, 2014	18,340		47.72		0.39

As of December 31, 2014, the total compensation cost related to non-vested restricted stock not yet recognized was approximately $0.3.

Stock Repurchase Program:

In January 2013, the Board of Directors authorized a stock repurchase program under which the Company could repurchase up to 20 million shares of its common stock during the two year period ending January 31, 2015 (the “2013 Stock Repurchase Program”). During the year ended December 31, 2014, the Company repurchased 11,428,610 shares of its common stock for $539.4. These treasury shares have been retired by the Company and common stock and retained earnings were reduced accordingly. At December 31, 2014, the Company had repurchased all shares authorized under the 2013 Stock Repurchase Program.

In January 2015, the Board of Directors authorized a stock repurchase program under which the Company may repurchase up to 10 million shares of common stock during the two year period ending January 20, 2017 (the “2015 Stock Repurchase Program”). The price and timing of any such purchases under the 2015 Stock Repurchase Program will depend on factors such as levels of cash generation from operations, the volume of stock option exercises by employees, cash requirements for acquisitions, economic and market conditions and stock price.

Dividends:

Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on its common stock. In July 2013, the Board of Directors approved an increase in the quarterly dividend rate from $0.0525 to $0.10 per share effective with the third quarter 2013 dividend and in July 2014 and approved a further increase in the quarterly dividend rate from $0.10 to $0.125 per share effective with the third quarter 2014 dividend. Total dividends declared during 2014, 2013 and 2012 were $140.6, $96.8 and $67.7, respectively. Total dividends paid in 2014, 2013 and 2012 were $101.9, $96.8 and $70.1, respectively, including those declared in the prior year and paid in the current year.

Accumulated Other Comprehensive Income (Loss):

Balances of related after-tax components comprising Accumulated other comprehensive income (loss) included in equity at December 31, 2014, 2013 and 2012 are as follows:

	Foreign Currency Translation Adjustment			Revaluation of Derivatives			Defined Benefit Plan Liability Adjustment			Accumulated Other Comprehensive Income (Loss)

Balance at January 1, 2012	$	31.4		$	(0.3	)	$	(151.2	)	$	(120.1	)
Translation adjustments	25.9			—			—			25.9
Revaluation of derivatives, net of tax of $0	—			0.5			—			0.5
Defined benefit plan liability adjustment, net of tax of $14.6	—			—			(38.1		)	(38.1		)
Amounts reclassified from Accumulated Other Comprehensive Income (Loss), net tax of ($5.7)	—			—			14.8			14.8
Balance at December 31, 2012	57.3			0.2			(174.5		)	(117.0		)
Translation adjustments	14.9			—			—			14.9
Amounts reclassified from Accumulated Other Comprehensive Income (Loss)	(5.2		)	—			—			(5.2		)
Revaluation of derivatives, net of tax of $0.1	—			(0.3		)	—			(0.3		)
Defined benefit plan liability adjustment, net of tax of ($20.6)	—			—			35.9			35.9
Amounts reclassified from Accumulated Other Comprehensive Income (Loss), net tax of ($9.6)	—			—			16.7			16.7
Balance at December 31, 2013	67.0			(0.1		)	(121.9		)	(55.0		)
Translation adjustments	(80.4		)	—			—			(80.4		)
Revaluation of derivatives, net of tax of $0.2	—			(1.2		)	—			(1.2		)
Defined benefit plan liability adjustment, net of tax of $39.9	—			—			(82.0		)	(82.0		)
Amounts reclassified from Accumulated Other Comprehensive Income (Loss), net tax of ($6.2)	—			—			12.8			12.8
Balance at December 31, 2014	$	(13.4	)	$	(1.3	)	$	(191.1	)	$	(205.8	)

The amounts reclassified from Accumulated other comprehensive income (loss) for defined benefit plan liabilities, are included within Cost of sales and Selling, general and administrative expense and for revaluation of derivatives, are included in Selling, general and administrative expense within the Company’s Consolidated Statements of Income. The amounts reclassified from Accumulated other comprehensive income (loss) for foreign currency translation in 2013 are included in Cost of sales within the Company’s Consolidated Statements of Income. The amounts reclassified from Accumulated other comprehensive income (loss) to Selling, general and administrative expense related to the revaluation of derivatives in the accompanying Consolidated Statements of Income during the years ended December 31, 2014, 2013 and 2012 were not material.