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Item 5. Market for Registrant’s Common Equity

2021-02-18 compared with 2020-02-27 · 20 added, 79 removed, 15 unchanged (87% of the section changed)

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed for trading on the NYSE under the symbol "JLL." As of February 13, 2020, there were 500 shareholders of record of our common stock and more than 74,000 additional street name holders whose shares were held of record by banks, brokers and other financial institutions.

On December 13, 2019, we paid a semi-annual dividend of $0.43 per share of our common stock to holders of record at the close of business on November 15, 2019.

We also paid a cash dividend of $0.43 per share of its common stock on June 14, 2019, to holders of record at the close of business on May 17, 2019.

Dividend-equivalents in the same amounts were also paid simultaneously on eligible outstanding but unvested restricted stock units.

We paid our first cash dividend in October 14, 2005, and have paid semi-annual dividends each year since 2006.

There can be no assurance future dividends will be declared since the actual declaration of future dividends and the establishment of record and payment dates remains subject to final determination by our Board of Directors.

Our common stock is listed for trading on the NYSE under the symbol "JLL." As of February 3, 2021, there were approximately 500 shareholders of record of our common stock and more than 65,000 additional street name holders whose shares were held of record by banks, brokers and other financial institutions.

Share Repurchases

We have made no share repurchases under our share repurchase program in 2019 or 2018 .

On October 31, 2019, our Board of Directors approved a new share repurchase program (the "Program") authorizing the repurchase of up to $200.0 million of our common stock in the open market and privately negotiated transactions.

During the year ended December 31, 2020 we repurchased nearly 897,000 shares for $100.0 million.

As of December 31, 2020, $100.0 million remained authorized for repurchases under the Program.

There were no shares repurchased in 2019.

In February 2021, our Board of Directors authorized $500.0 million for share repurchases, an addition to the $100.0 million remaining from the 2019 approval, noted above.

The following table provides information about our purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the quarter ended December 31, 2020:

Period Total number of shares purchased Weighted average price paid per share Total number of shares purchased as part of publicly announced plan Approximate dollar value of shares that may yet be purchased under the plan (in millions)

October 1, 2020 - October 31, 2020 383,556 $ 109.64 383,556 $ 108.0

November 1, 2020 - November 30, 2020 67,497 $ 117.52 67,497 $ 100.0

December 1, 2020 - December 31, 2020 — $ — — $ 100.0

Total 451,053 451,053

We did not declare or pay any dividends in 2020.

Any future decision to declare and pay dividends remains subject to the discretion of our Board of Directors.

Transfer Agent

8 unchanged sentences

(CBRE), a global commercial real estate services company publicly traded in the U.S., 2) Cushman & Wakefield plc (CWK), a global commercial real estate services company publicly traded in the U.S., 3) Colliers International Group Inc.

(CIGI), a global commercial real estate services company, traded in the U.S., and 4) Savills Plc.

(SVS.L), a real estate services company traded on the London Stock Exchange.

(CIGI), a global commercial real estate services company, traded in the U.S., and 4) Savills plc (SVS.L), a real estate services company traded on the London Stock Exchange.

With the exception of Cushman & Wakefield, the following graph assumes the value of the investment in JLL's common stock, the S&P 500 Index, and the peer group (including reinvestment of dividends) was $100 on December 31, 2015.

For Cushman & Wakefield, the $100 is assumed to be invested on August 2, 2018, the date of their initial public offering.

2015 2016 2017 2018 2019 2020

JLL $ 100 $ 64 $ 94 $ 81 $ 111 $ 95

S&P 500 100 110 131 123 158 184

Peer Group 100 89 126 110 166 166

SELECTED FINANCIAL DATA (UNAUDITED)

The following table sets forth our summary historical consolidated financial data.

The information should be read in conjunction with Item 8.

Financial Statements and Supplemental Data and Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations .

Year Ended December 31,

($ in millions, except share and per share data)

Statements of Operations Data:

Operating income

Interest expense, net of interest income

Equity earnings

Income before provision for income taxes and noncontrolling interest

Provision for income taxes

Net income attributable to noncontrolling interest

Net income attributable to the Company

Dividends on unvested common stock, net of tax

Net income attributable to common shareholders

Basic earnings per common share before dividends on unvested common stock

Dividends on unvested common stock, net of tax

Basic earnings per common share

Basic weighted average shares outstanding (in 000's)

Diluted earnings per common share dividends on unvested common stock

Dividends on unvested common stock, net of tax

Diluted earnings per common share

Diluted weighted average shares outstanding (in 000's)

Cash dividends declared per common share

As of and for the Year Ended December 31,

($ in millions, except ratios and Assets under management)

Cash flows provided by (used in):

Operating activities

Investing activities

Financing activities

Assets under management (in billions) (3)

Total square feet under management

Balance Sheet Data:

Cash and cash equivalents

Total debt (4)

Deferred business acquisition obligations (5)

Total liabilities

Total Company shareholders' equity

(1) Effective January 1, 2018 revenue has been accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers.

While revenue in 2017 and 2016 has been re-stated in accordance with the new accounting guidance to align with re-stated periods on our Consolidated Statements of Comprehensive income, re-statement of 2015 was not required.

(2) We define EBITDA attributable to common shareholders ("EBITDA") as Net income attributable to common shareholders before (i) Interest expense, net of interest income, (ii) Provision for income taxes, and (iii) Depreciation and amortization.

Although EBITDA is a non-GAAP financial measure, it is used extensively by management in normal business operations to develop budgets and forecasts as well as measure and reward performance against those budgets and forecasts, exclusive of the impact from capital expenditures, reflected through depreciation expense, along with other components of our capital structure.

EBITDA is believed to be useful to investors and other external stakeholders as a supplemental measure of performance and is used in the calculation of certain covenants related to our revolving credit facility.

However, this measure should not be considered an alternative to net income determined in accordance with U.S.

generally accepted accounting principles ("U.S.

Any measure that eliminates components of a company's capital and investment structure as well as costs associated with operations has limitations as a performance measure.

In light of these limitations, management also considers results determined in accordance with U.S.

GAAP and does not solely rely on EBITDA.

Because EBITDA is not calculated under U.S.

GAAP, it may not be comparable to similarly titled measures used by other companies.

Below is a reconciliation of our Net income attributable to common shareholders to EBITDA as presented in Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Year Ended December 31,

($ in millions)

Net income attributable to common shareholders

Interest expense, net of interest income

Provision for income taxes

Depreciation and amortization

Below is a reconciliation of our net cash provided by operating activities, the most comparable cash flow measure on the statements of cash flows, to EBITDA.

Year Ended December 31,

($ in millions)

Net cash provided by operating activities

Interest expense, net of interest income

Provision for income taxes

Change in working capital and non-cash expenses

(3) Assets under management represent the aggregate fair value or cost basis (where an appraisal is not available) of assets managed by LaSalle and is reported on a one quarter lag.

(4) Total debt includes long-term borrowings under the Facility and Long-term senior notes (net of debt issuance costs) and Short-term borrowings, primarily local overdraft facilities.

(5) Deferred business acquisition obligations include both the short-term and long-term obligations to sellers of business for acquisitions closed as of December 31, 2019 , with the only condition on these payments being the passage of time.

We include these obligations as debt in the calculation of our leverage ratio under the Facility.

Not applicable.

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What changed 10-K

Item 5. Market for Registrant’s Common Equity