filings.toolsItem 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
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HCP.”
At January 31, 2019, we had 8,945 stockholders of record, and there were 184,033 beneficial holders of our common stock.
Dividends (Distributions)
It has been our policy to declare quarterly dividends to common stockholders so as to comply with applicable provisions of the Code governing REITs. All distributions are made at the discretion of our Board of Directors in accordance with Maryland law. Distributions with respect to our common stock can be characterized for federal income tax purposes as ordinary dividends, capital gains, nondividend distributions or a combination thereof. The following table shows the characterization of our annual common stock distributions per share:
| Year Ended December 31, | ||||||||||||
| 2018 | 2017 | 2016 | ||||||||||
| Ordinary dividends(1) | $ | 0.9578 | $ | 1.4800 | $ | 1.5561 | ||||||
| Capital gains | 0.5222 | — | — | |||||||||
| Nondividend distributions | — | — | 6.7089 | |||||||||
| $ | 1.4800 | $ | 1.4800 | $ | 8.2650 | (2) |
| (1) | The 2018 amount includes $0.0164 of qualified dividend income for purposes of Code Section 1(h)(11), and $0.9414 of qualified business income for purposes of Code Section 199A. |
| (2) | Consists of $2.095 per common share of quarterly cash dividends and $6.17 per common share of stock dividends related to the spin-off (the “Spin-Off”) of Quality Care Properties, Inc. (“QCP”) (discussed below). |
HCP common stockholders on October 24, 2016, the record date for the Spin-Off (the “Record Date”), received upon the Spin-Off on October 31, 2016 one share of QCP common stock for every five shares of HCP common stock they held as of the Record Date (the “Distributed Shares”) and cash in lieu of fractional shares of QCP. For U.S. federal income tax purposes, HCP reported the fair market value of the QCP common stock distributed per each share of HCP common stock outstanding on the Record Date was $6.17, or $30.85 for each share of QCP common stock. Accordingly, every HCP common stockholder who received a Distributed Share has a tax cost basis of $30.85 per Distributed Share.
On January 31, 2019, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.37 per share. The common stock dividend will be paid on February 28, 2019 to stockholders of record as of the close of business on February 19, 2019.
Issuer Purchases of Equity Securities
The table below sets forth the information with respect to purchases of our common stock made by or on our behalf during the quarter ended December 31, 2018.
| Period Covered | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs | |||||||||
| October 1-31, 2018 | 448 | $ | 27.35 | — | — | ||||||||
| November 1-30, 2018 | — | — | — | — | |||||||||
| December 1-31, 2018 | 2,798 | 27.88 | — | — | |||||||||
| Total | 3,246 | $ | 27.81 | — | — |
| (1) | Represents restricted shares withheld under our equity incentive plans to offset tax withholding obligations that occur upon vesting of restricted shares. The value of the shares withheld is based on the closing price of our common stock on the last trading day prior to the date the relevant transaction occurred. |
Performance Graph
The graph and table below compare the cumulative total return of HCP, the S&P 500 Index and the Equity REIT Index of NAREIT, from January 1, 2014 to December 31, 2018. Total cumulative return is based on a $100 investment in HCP common stock and in each of the indices at the close of trading on December 31, 2013 and assumes quarterly reinvestment of dividends before consideration of income taxes. Stockholder returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG S&P 500, EQUITY REITS AND HCP, INC.
RATE OF RETURN TREND COMPARISON
JANUARY 1, 2014–DECEMBER 31, 2018
(JANUARY 1, 2014 = $100)
Performance Graph Total Stockholder Return
| December 31, | |||||||||||||||||||
| 2014 | 2015 | 2016 | 2017 | 2018 | |||||||||||||||
| FTSE NAREIT Equity REIT Index | $ | 128.03 | $ | 131.65 | $ | 143.32 | $ | 155.75 | $ | 149.42 | |||||||||
| S&P 500 | 113.68 | 115.24 | 129.02 | 157.17 | 150.27 | ||||||||||||||
| HCP, Inc. | 127.80 | 117.53 | 106.52 | 98.26 | 111.71 |
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