Shareholders' Equity and Noncontrolling Interests

9 Months Ended

Sep. 30, 2021

Shareholders' Equity and Noncontrolling Interests

Shareholders' Equity and Noncontrolling Interests

Note 7—Shareholders’ Equity and Noncontrolling Interests

Net income from continuing operations attributable to noncontrolling interests is classified below net income from continuing operations. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company. In addition, the equity attributable to noncontrolling interests is presented as a separate caption within equity.

A rollforward of consolidated changes in equity for the three months ended September 30, 2021 is as follows:

	Amphenol Corporation Shareholders
											Accumulated
	Common Stock			Treasury Stock							Other
	Shares			Shares			Additional		Retained		Comprehensive		Noncontrolling		Total
	(in millions)	Amount		(in millions)	Amount		Paid-In Capital		Earnings		Loss		Interests		Equity
Balance as of June 30, 2021	599.3	$	0.6	(1.8)	$	(100.1)	$	2,198.9	$	3,916.4	$	(300.3)	$	62.8	$	5,778.3
Net income										426.5				2.9		429.4
Other comprehensive income (loss)												(35.2)		0.1		(35.1)
Distributions to shareholders of noncontrolling interests														(3.0)		(3.0)
Purchase of treasury stock				(2.3)		(170.9)										(170.9)
Retirement of treasury stock	(2.3)		—	2.3		170.9				(170.9)						—
Stock options exercised	2.2		—	0.2		10.8		69.4		(4.7)						75.5
Dividends declared ($0.145 per common share)										(86.7)						(86.7)
Stock-based compensation expense								21.2								21.2
Balance as of September 30, 2021	599.2	$	0.6	(1.6)	$	(89.3)	$	2,289.5	$	4,080.6	$	(335.5)	$	62.8	$	6,008.7

A rollforward of consolidated changes in equity for the nine months ended September 30, 2021 is as follows:

	Amphenol Corporation Shareholders
											Accumulated
	Common Stock			Treasury Stock							Other
	Shares			Shares			Additional		Retained		Comprehensive		Noncontrolling		Total
	(in millions)	Amount		(in millions)	Amount		Paid-In Capital		Earnings		Loss		Interests		Equity
Balance as of December 31, 2020	600.7	$	0.6	(2.0)	$	(111.1)	$	2,068.1	$	3,705.4	$	(278.1)	$	67.0	$	5,451.9
Net income										1,125.8				6.9		1,132.7
Other comprehensive income (loss)												(57.4)		0.9		(56.5)
Acquisitions resulting in noncontrolling interest														1.8		1.8
Purchase of noncontrolling interest								2.5						(7.3)		(4.8)
Distributions to shareholders of noncontrolling interests														(6.5)		(6.5)
Purchase of treasury stock				(7.2)		(491.0)										(491.0)
Retirement of treasury stock	(6.9)		—	6.9		471.2				(471.2)						—
Stock options exercised	5.4		—	0.7		41.6		158.7		(19.5)						180.8
Dividends declared ($0.435 per common share)										(259.9)						(259.9)
Stock-based compensation expense								60.2								60.2
Balance as of September 30, 2021	599.2	$	0.6	(1.6)	$	(89.3)	$	2,289.5	$	4,080.6	$	(335.5)	$	62.8	$	6,008.7

A rollforward of consolidated changes in equity for the three months ended September 30, 2020 is as follows:

	Amphenol Corporation Shareholders
											Accumulated
	Common Stock			Treasury Stock							Other
	Shares			Shares			Additional		Retained		Comprehensive		Noncontrolling		Total
	(in millions)	Amount		(in millions)	Amount		Paid-In Capital		Earnings		Loss		Interests		Equity
Balance as of June 30, 2020	597.1	$	0.6	(0.5)	$	(21.0)	$	1,834.2	$	3,419.4	$	(494.6)	$	61.7	$	4,800.3
Net income										346.6				2.9		349.5
Other comprehensive income (loss)												106.2		2.3		108.5
Distributions to shareholders of noncontrolling interests														(1.9)		(1.9)
Purchase of treasury stock				(3.7)		(201.9)										(201.9)
Retirement of treasury stock	(1.7)		—	1.7		91.6				(91.6)						—
Stock options exercised	3.3		—	0.7		34.4		84.6		(12.6)						106.4
Dividends declared ($0.125 per common share)										(74.7)						(74.7)
Stock-based compensation expense								19.0								19.0
Balance as of September 30, 2020	598.7	$	0.6	(1.8)	$	(96.9)	$	1,937.8	$	3,587.1	$	(388.4)	$	65.0	$	5,105.2

A rollforward of consolidated changes in equity for the nine months ended September 30, 2020 is as follows:

	Amphenol Corporation Shareholders
											Accumulated
	Common Stock			Treasury Stock							Other
	Shares			Shares			Additional		Retained		Comprehensive		Noncontrolling		Total
	(in millions)	Amount		(in millions)	Amount		Paid-In Capital		Earnings		Loss		Interests		Equity
Balance as of December 31, 2019	597.4	$	0.6	(1.6)	$	(70.8)	$	1,683.0	$	3,348.4	$	(430.9)	$	65.9	$	4,596.2
Cumulative effect of adoption of credit loss standard (ASU 2016-13)										(3.8)						(3.8)
Net income										846.4				6.7		853.1
Other comprehensive income (loss)												42.5		1.5		44.0
Acquisitions resulting in noncontrolling interest														0.3		0.3
Purchase of noncontrolling interest								(2.1)						(5.2)		(7.3)
Distributions to shareholders of noncontrolling interests														(4.2)		(4.2)
Purchase of treasury stock				(9.1)		(459.2)										(459.2)
Retirement of treasury stock	(7.1)		—	7.1		348.9				(348.9)						—
Stock options exercised	8.4		—	1.8		84.2		205.9		(31.8)						258.3
Dividends declared ($0.375 per common share)										(223.2)						(223.2)
Stock-based compensation expense								51.0								51.0
Balance as of September 30, 2020	598.7	$	0.6	(1.8)	$	(96.9)	$	1,937.8	$	3,587.1	$	(388.4)	$	65.0	$	5,105.2

Authorized Shares for Issuance

On May 19, 2021, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation, which increased the total number of shares of Class A Common Stock, $0.001 par value (“Common Stock”) that the Company is authorized to issue to 2,000,000,000 shares, an increase of 1,000,000,000 shares from the amount previously authorized. The amendment was filed and became effective on May 21, 2021.

Stock Repurchase Programs

On April 24, 2018, the Company’s Board of Directors authorized a stock repurchase program under which the Company could purchase up to $2,000.0 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 (the “Exchange Act”). During the first nine months of 2021, the Company repurchased 3.1 million shares of its Common Stock for $203.8 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 during the first nine months of 2021, 0.3 million shares, or $19.8, were retained in Treasury stock at the time of repurchase; the remaining 2.8 million shares, or $184.0, were retired by the Company. During the three and nine months ended September 30, 2020, the Company repurchased 3.7 million and 9.1 million shares of its Common Stock for $201.9 and $459.2, respectively, under the 2018 Stock Repurchase Program. Of the total repurchases made during the first nine months of 2020, 2.0 million shares, or $110.3, were retained in Treasury stock at the time of repurchase; the remaining 7.1 million shares, or $348.9, were retired by the Company.

On April 27, 2021, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may purchase up to $2,000.0 of the Company’s 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 three and nine months ended September 30, 2021, the Company repurchased 2.3 million and 4.1 million shares of its Common Stock for $170.9 and $287.2, respectively, under the 2021 Stock Repurchase Program. All of the shares repurchased under the 2021 Stock Repurchase Program during the nine months ended September 30, 2021 have been or will be retired by the Company. From October 1, 2021 to October 26, 2021, the Company repurchased 0.6 million additional shares of its Common Stock for $46.1 under the 2021 Stock Repurchase Program, and has remaining authorization to purchase up to $1,666.6 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 option exercises by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Company’s Common Stock.

Dividends

Contingent upon declaration by the Company’s Board of Directors, the Company pays a quarterly dividend on shares of its Common Stock. The following table summarizes the dividends declared and paid for the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Dividends declared	$	86.7	$	74.7	$	259.9	$	223.2
Dividends paid (including those declared in the prior year)		86.6		74.6		260.0		223.0

On October 20, 2020, the Company’s Board of Directors approved an increase to its quarterly dividend rate from $0.125 per share to $0.145 per share effective with dividends declared in the fourth quarter of 2020, and then on October 26, 2021, approved a further increase to its quarterly dividend rate from $0.145 per share to $0.20 per share effective with dividends declared in the fourth quarter of 2021, contingent upon declaration by the Company’s Board of Directors.