filings.toolsItem 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
9K characters. Original on sec.gov · Markdown
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our common stock, par value $1.00 per share, is listed and traded on the NYSE, under the ticker symbol “LHX.” According to the records of our transfer agent, as of August 16, 2019, there were approximately 11,647 holders of record of our common stock.
Dividends
We paid cash dividends on our common stock of $.685 per share each quarterly period of fiscal 2019 and $.57 per share each quarterly period of fiscal 2018. On June 29, 2019, our Board of Directors increased the quarterly cash dividend rate on our common stock from $.685 per share to $.75 per share, for an annualized cash dividend rate of $3.00 per share, which was our eighteenth consecutive annual increase in our quarterly cash dividend rate. The new dividend rate of $.75 per share will be effective for dividends declared during the Fiscal Transition Period. We expect to assess our future dividend rate during the first quarter of calendar year 2020. Our annualized cash dividend rate in fiscal 2019, 2018 and 2017 was $2.74 per share, $2.28 per share and $2.12 per share, respectively. There can be no assurances that our annualized cash dividend rate will continue to increase. Quarterly cash dividends are typically paid in March, June, September and December. We currently expect that cash dividends will continue to be paid in the near future, but we can give no assurances concerning payment of future dividends. The declaration of dividends and the amount thereof will depend on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors may deem relevant.
L3Harris Stock Performance Graph
The following performance graph and table do not constitute soliciting material and the performance graph and table should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate the performance graph and table by reference therein.
The performance graph and table below compare the 5-year cumulative total shareholder return of our common stock (the common stock of Harris Corporation prior to the L3Harris Merger) with the comparable 5-year cumulative total returns of the Standard & Poor’s 500 Composite Stock Index (“S&P 500”) and the Standard & Poor’s 500 Aerospace & Defense Index (“S&P 500 Aerospace & Defense”). The figures in the performance graph and table below assume an initial investment of $100 at the close of business on June 27, 2014 in Harris common stock, the S&P 500 and the S&P 500 Aerospace & Defense and the reinvestment of all dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
L3HARRIS (PRIOR TO L3HARRIS MERGER), S&P 500 AND S&P 500 AEROSPACE & DEFENSE
| L3HARRIS FISCAL YEAR END | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||
| L3Harris (Prior to L3Harris Merger) | $ | 100 | $ | 105 | $ | 114 | $ | 154 | $ | 208 | $ | 276 | ||||||
| S&P 500 | $ | 100 | $ | 108 | $ | 112 | $ | 132 | $ | 151 | $ | 167 | ||||||
| S&P 500 Aerospace & Defense | $ | 100 | $ | 108 | $ | 122 | $ | 157 | $ | 196 | $ | 217 |
Sales of Unregistered Securities
During fiscal 2019, we did not issue or sell any unregistered securities.
Issuer Purchases of Equity Securities
During fiscal 2019, we repurchased 1,219,750 shares of our common stock under our current repurchase program for $200 million at an average share price of $163.97, excluding commissions of $.02 per share. During fiscal 2018, we repurchased 1,959,435 shares of our common stock under our repurchase program for $272 million at an average share price of $138.87, excluding commissions of $.02 per share. The level of our repurchases depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors may deem relevant. The timing, volume and nature of repurchases are subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time. Shares repurchased by us are cancelled and retired. The following table sets forth information with respect to repurchases by us of our common stock during the fiscal quarter ended June 28, 2019:
| Period* | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs**(1)** | Maximum approximate dollar value of shares that may yet be purchased under the plans or programs**(1)** | |||||||||
| Month No. 1 | |||||||||||||
| (March 30, 2019-April 26, 2019) | |||||||||||||
| Repurchase program(1) | — | — | — | $501,279,637 | |||||||||
| Employee transactions(2) | 717 | $ | 164.76 | — | — | ||||||||
| Month No. 2 | |||||||||||||
| (April 27, 2019-May 24, 2019) | |||||||||||||
| Repurchase program(1) | — | $ | — | — | $501,279,637 | ||||||||
| Employee transactions(2) | 5,629 | $ | 180.78 | — | — | ||||||||
| Month No. 3 | |||||||||||||
| (May 25, 2019-June 28, 2019) | |||||||||||||
| Repurchase program(1) | — | $ | — | — | $501,279,637 | ||||||||
| Employee transactions(2) | 1,409 | $ | 190.84 | — | — | ||||||||
| Total | 7,755 | — | $501,279,637 |
- Periods represent our fiscal months.
| (1) | On February 2, 2017, we announced that on January 26, 2017, our Board of Directors approved a share repurchase program (our “2017 Repurchase Program”) authorizing us to repurchase up to $1 billion in shares of our common stock through open-market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. As of June 28, 2019, $501,279,637 (as reflected in the table above) was the approximate dollar amount of our common stock that could still be purchased under the 2017 Repurchase Program. As discussed in more detail in Note 26: Subsequent Events in the Notes, on July 1, 2019, we announced that our Board of Directors approved a new $4 billion share repurchase authorization (our “2019 Repurchase Program”) that replaced our 2017 Repurchase Program as well as the prior share repurchase program of L3. Although the 2019 Repurchase Program does not have a stated expiration date, we announced that we currently expect to repurchase up to $2.5 billion in shares in the next twelve months, but we can give no assurances regarding the level and timing of shares repurchases. |
| (2) | Represents a combination of (a) shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of performance units, restricted units or restricted shares that vested during the quarter and (b) performance units, restricted units or restricted shares returned to us upon retirement or employment termination of employees. Our equity incentive plans provide that the value of shares delivered to us to pay the exercise price of options or to cover tax withholding obligations shall be the closing price of our common stock on the date the relevant transaction occurs. |
The information required by this Item with respect to securities authorized for issuance under our equity compensation plans is included in “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Report. See Note 15: Stock Options and Other Share-Based Compensation in the Notes for a general description of our share-based incentive plans.
Previous: Item 4. MINE SAFETY DISCLOSURES. · Next: Item 6. SELECTED FINANCIAL DATA.