Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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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, 2022, 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 (the “Board”) approved a two-for-one split of the Company’s Common Stock. The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on February 16, 2021. The additional shares were distributed on March 4, 2021, and the Company’s Common Stock began trading on a split-adjusted basis on March 5, 2021. As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date. All current and prior year data impacted by the stock split and presented throughout this Annual Report, including number of shares and per share information, earnings per share, and dividends per share amounts, among others, have been retroactively adjusted to reflect the effect of the stock split. Refer to Note 1 of the Notes to Consolidated Financial Statements for further information related to the stock split.
In May 2021, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock. Refer to Note 7 of the Notes to Consolidated Financial Statements for further details related to the increase in the number of shares authorized for issuance as a result of this amendment.
Stock Performance Graph
The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2021 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 our Common Stock and each index on December 31, 2016, 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, the Company pays a quarterly dividend on shares of its Common Stock.
The following table sets forth the dividends declared per common share for each quarter of 2021 and 2020:
| | | | | | | |
|---|---|---|---|---|---|---|
| | 2021 | 2020 | ||||
| First Quarter | | $ | 0.145 | | $ | 0.125 |
| Second Quarter | | 0.145 | | 0.125 | ||
| Third Quarter | | 0.145 | | 0.125 | ||
| Fourth Quarter | | 0.20 | | 0.145 | ||
| Total | | $ | 0.635 | | $ | 0.52 |
Dividends declared and paid for the years ended December 31, 2021 and 2020 (in millions) were as follows:
| | | | | | | | | ||
|---|---|---|---|---|---|---|---|---|---|
| | | | | 2021 | | 2020 | |||
| Dividends declared | | $ | 379.7 | | $ | 310.0 | |||
| Dividends paid (including those declared in the prior year) | | 346.7 | | 297.6 |
The Company’s Revolving Credit Facility contains restrictions that may limit the Company’s ability to pay dividends, and any future indebtedness that the Company may incur could also limit its ability to pay dividends.
Repurchase of Equity Securities
In April 2018, the Board authorized a stock repurchase program under which the Company could purchase up to $2.0 billion of its Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the year ended December 31, 2021, the Company repurchased 3.1 million shares of its Common Stock for $203.8 million under the 2018 Stock Repurchase Program. As a result of these purchases, the Company completed all purchases authorized under the 2018 Stock Repurchase Program and, therefore, the 2018 Stock Repurchase Program has terminated. Of the total repurchases made in 2021 under the 2018 Stock Repurchase Program, 0.3 million shares, or $19.8 million, were retained in Treasury stock at the time of repurchase; the remaining 2.8 million shares, or $184.0 million, were retired by the Company.
On April 27, 2021, the Board authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Exchange Act. During the year ended December 31, 2021, the Company repurchased 6.2 million shares of its Common Stock for $457.9 million under the 2021 Stock Repurchase Program. Of the total repurchases made in 2021 under the 2021 Stock Repurchase Program, 0.4 million shares, or $33.0 million, have been retained in Treasury stock at the time of repurchase; the remaining 5.8 million shares, or $424.9 million, have been or will be retired by the Company. From January 1, 2022 through January 31, 2022, the Company repurchased 0.6 million additional shares of its Common Stock for $50.0 million under the 2021 Stock Repurchase Program, and, as of February 1, 2022, has remaining authorization to purchase up to $1,492.1 million of its Common Stock under the 2021 Stock Repurchase Program. The price and timing of any future purchases under the 2021 Stock Repurchase Program will depend on a number of factors such as levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Company’s Common Stock.
The Company’s stock repurchases during the three months and year ended December 31, 2021 were as follows:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions, except price per share) | | | | | | | Total Number of Shares | | Maximum Dollar Value | | |
| | | Total Number | | Average | | Purchased as Part of | | of Shares that May Yet be | | ||
| | | of Shares | | Price Paid | | Publicly Announced | | Purchased Under the | | ||
| Period | | Purchased | per Share | Plans or Programs | Plans or Programs | | |||||
| First Quarter - 2021 | | 2,372,455 | | $ | 64.40 | | 2,372,455 | | $ | 51.0 | |
| Second Quarter - 2021 | | 2,484,028 | | | 67.35 | | 2,484,028 | | | 1,883.7 | |
| Third Quarter - 2021 | | 2,332,855 | | | 73.26 | | 2,332,855 | | | 1,712.8 | |
| | | | | | | | | | | | |
| Fourth Quarter - 2021: | | | | | | | | | | | |
| October 1 to October 31, 2021 | 635,662 | | 76.21 | 635,662 | | 1,664.3 | | ||||
| November 1 to November 30, 2021 | 761,624 | | 81.74 | 761,624 | | 1,602.1 | | ||||
| December 1 to December 31, 2021 | 718,869 | | 83.40 | 718,869 | $ | 1,542.1 | | ||||
| | | 2,116,155 | | | 80.64 | | 2,116,155 | | | | |
| | | | | | | | | | | | |
| Total - 2021 | 9,305,493 | | $ | 71.10 | 9,305,493 | | | |
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