Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Company effected the initial public offering of its Class A Common Stock (“Common Stock”) in November 1991. The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol “APH”. As of January 31, 2021, there were 32 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.
Stock Split
On January 27, 2021, the Company announced that its Board of Directors approved a two-for-one split of the Company’s common stock. The stock split will be effected in the form of a stock dividend paid to shareholders of record as of the close of business on February 16, 2021. The Company expects the additional shares will be distributed on March 4, 2021. Refer to Note 8 of the Notes to Consolidated Financial Statements for the pro forma effect of this stock split as if it had been effective for all years presented.
Stock Performance Graph
The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2020 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index. This graph assumes that $100 was invested in the Common Stock of Amphenol and each index on December 31, 2015, reflects reinvested dividends and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance.
Dividends
Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on shares of its Common Stock.
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The following table sets forth the dividends declared per common share for each quarter of 2020 and 2019:
2020
2019
First Quarter
$
0.25
$
0.23
Second Quarter
0.25
0.23
Third Quarter
0.25
0.25
Fourth Quarter
0.29
0.25
Total
$
1.04
$
0.96
Dividends declared and paid for the years ended December 31, 2020 and 2019 (in millions) were as follows:
2020
2019
Dividends declared
$
310.0
$
285.3
Dividends paid (including those declared in the prior year)
297.6
279.5
The Company’s Revolving Credit Facility contains financial covenants and restrictions, some of which may limit the Company’s ability to pay dividends, and any future indebtedness that the Company may incur could limit its ability to pay dividends.
Equity Compensation Plan Information
The following table summarizes the Company’s equity compensation plan information as of December 31, 2020:
Equity Compensation Plan Information
Number of securities to
Weighted average
Number of
be issued upon exercise
exercise price of
securities
of outstanding options,
outstanding options,
remaining available
Plan category
warrants and rights
warrants and rights
for future issuance
Equity compensation plans approved by security holders
34,005,999
$
75.17
17,863,121
Equity compensation plans not approved by security holders
—
—
—
Total
34,005,999
$
75.17
17,863,121
Repurchase of Equity Securities
In April 2018, the Company’s Board of Directors authorized a stock repurchase program under which the Company may purchase up to $2.0 billion of the Company’s Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended. During the year ended December 31, 2020, the Company repurchased 6.0 million shares of its Common Stock for $641.3 million under the 2018 Stock Repurchase Program. Of the total repurchases in 2020, 1.4 million shares, or $153.9 million, have been retained in Treasury stock at time of repurchase; the remaining 4.6 million shares, or $487.4 million, have been retired by the Company. From January 1, 2021 through January 31, 2021, the Company repurchased $4.0 million of its Common Stock, and has remaining authorization to purchase up to $199.8 million of its Common Stock under the 2018 Stock Repurchase Program . The price and timing of any future purchases under the 2018 Stock Repurchase Program will depend on a number of factors such as levels of cash generation from operations, the level of uncertainty relating to the COVID-19 pandemic, the volume of stock option exercises by employees, cash requirements for acquisitions, dividends, economic and market conditions and stock price.
The table below reflects the Company’s stock repurchases for the year ended December 31, 2020:
Total Number of
Maximum Dollar
(dollars in millions, except price per share)
Shares Purchased as
Value of Shares
Total Number
Average
Part of Publicly
that May Yet be
of Shares
Price Paid
Announced Plans or
Purchased Under the
Period
Purchased
per Share
Programs
Plans or Programs
First Quarter - 2020
2,692,461
$
95.54
2,692,461
$
587.9
Second Quarter - 2020
—
—
—
587.9
Third Quarter - 2020
1,869,448
108.01
1,869,448
385.9
Fourth Quarter - 2020:
October 1 to October 31, 2020
193,338
113.77
193,338
363.9
November 1 to November 30, 2020
778,155
123.31
778,155
268.0
December 1 to December 31, 2020
486,227
132.07
486,227
203.8
1,457,720
124.97
1,457,720
203.8
Total - 2020
6,019,629
$
106.54
6,019,629
$
203.8
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Item 6. Selected Financial Data
The following table presents selected consolidated financial data that is derived from the Company’s audited Consolidated Financial Statements and that should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Consolidated Financial Statements and accompanying notes included herein. The Company’s acquisitions during the five-year period below may affect the comparability of results. Our consolidated financial information may not be indicative of our future performance.
(dollars and shares
in millions, except per share data)
2020
2019
2018
2017
2016
Operations
Net sales
$
8,598.9
$
8,225.4
$
8,202.0
$
7,011.3
$
6,286.4
Net income attributable to Amphenol Corporation
1,203.4
(1)
1,155.0
(2)
1,205.0
(3)
650.5
(4)
822.9
(5)
Net income per common share—Diluted
3.91
(1)
3.75
(2)
3.85
(3)
2.06
(4)
2.61
(5)
Financial Condition
Cash, cash equivalents and short-term investments
$
1,738.1
$
908.6
$
1,291.7
$
1,753.7
$
1,173.2
Working capital
3,186.5
2,078.5
2,120.3
3,076.6
1,956.0
Total assets
12,327.3
10,815.5
10,044.9
10,003.9
8,498.7
Long-term debt, including current portion
3,866.5
3,606.7
3,570.7
3,542.6
3,010.7
Shareholders’ equity attributable to Amphenol Corporation
5,384.9
4,530.3
4,017.0
3,989.8
3,674.9
Weighted average shares outstanding—Diluted
307.5
307.9
312.6
316.5
315.2
Cash dividends declared per share
$
1.04
$
0.96
$
0.88
$
0.70
$
0.58
(1) Includes (a) excess tax benefits related to stock-based compensation of $42.8 resulting from stock option exercises and (b) a discrete tax benefit of $19.9 related to the settlements of refund claims in certain non-U.S. jurisdictions and the resulting adjustments to deferred taxes, partially offset by (c) acquisition-related expenses of $11.5 ($10.7 after-tax) primarily comprised of external transaction costs related to acquisitions that were announced or closed. These items had the aggregate effect of increasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $52.0 and $0.17 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, both non-GAAP financial measures defined in Part II, Item 7 herein, were $1,151.4 and $3.74 per share, respectively, for the year ended December 31, 2020.
(2) Includes (a) excess tax benefits related to stock-based compensation of $38.1 resulting from stock option exercises, partially offset by (b) acquisition-related expenses of $25.4 ($21.0 after-tax) comprised of the amortization related to the value associated with acquired backlog from two acquisitions, along with external transaction costs and (c) refinancing-related costs of $14.3 ($12.5 after-tax) associated with the early extinguishment of debt. These items had the aggregate effect of increasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $4.6 and $0.01 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, both non-GAAP financial measures defined in Part II, Item 7 herein, were $1,150.4 and $3.74 per share, respectively, for the year ended December 31, 2019.
(3) Includes (a) an income tax benefit of $14.5 recorded in 2018 related to the completion of the accounting associated with the provisional income tax charge recorded in 2017 related to the enactment of the Tax Cuts and Jobs Act and (b) excess tax benefits related to stock-based compensation of $19.8 resulting from stock option exercises, partially offset by (c) acquisition-related expenses of $8.5 ($7.2 after-tax) primarily relating to external transaction costs. These items had the aggregate effect of increasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $27.1 and $0.08 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $1,177.9 and $3.77 per share, respectively, for the year ended December 31, 2018.
(4) Includes (a) an income tax charge of $398.5 related to the enactment of the Tax Cuts and Jobs Act, which represented our estimate of taxes arising from the implementation of a modified territorial tax regime and the deemed and intended repatriation of prior unremitted earnings of foreign subsidiaries, partially offset by the tax benefit associated with the remeasurement of the Company’s U.S. net deferred tax liabilities due to the U.S. federal corporate tax rate reduction and (b) acquisition-related expenses of $4.0 ($3.7 after-tax) primarily relating to external transaction costs associated with 2017 acquisitions, partially offset by (c) excess tax benefits related to stock-based compensation of $66.6 resulting from stock option exercises. These items had the aggregate effect of decreasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $335.6 and $1.06 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $986.1 and $3.12 per share, respectively, for the year ended December 31, 2017.
(5) Includes acquisition-related expenses of $36.6 ($33.1 after-tax) primarily relating to the FCI Asia Pte. Ltd. (“FCI”) and other 2016 acquisitions, including external transaction costs, amortization related to the value associated with acquired backlog and restructuring charges. These items had the aggregate effect of decreasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $33.1 and $0.11 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $856.0 and $2.72 per share, respectively, for the year ended December 31, 2016.
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