What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-02-22 compared with 2021-02-23 · 58 added, 6 removed, 26 unchanged (71% of the section changed)

12 unchanged sentences

Our Credit Agreement and the Indentures governing the Notes contain restrictions on our activities, including paying dividends on our capital stock.

For an explanation of these restrictions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Debt and Related Covenants”.

For an explanation of these restrictions, see “ Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Debt and Related Covenants.

” In addition, FINRA regulations restrict dividends in excess of 10% of a member firm’s excess net capital without FINRA’s prior approval, potentially impeding our ability to receive dividends from LPL Financial.

9 unchanged sentences

Equity compensation plans approved by security holders 1,204,420 $ 45.65 14,787,930

2,000,383 $ 45.57 3,531,003

Equity compensation plans not approved by security holders

Total 1,204,420 $ 45.65 14,787,930

Purchases of Equity Securities by the Issuer

The Company suspended share repurchases in early 2020 in light of the business and financial uncertainties created by the COVID-19 pandemic.

As of December 31, 2020, the Company had $349.8 million remaining under the existing share repurchase program.

Selected Financial Data

The table below sets forth information regarding share repurchases, reported on a trade date basis, during the three months ended December 31, 2021:

Period Total Number of Shares Purchased Weighted-Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs

Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (millions) (1)

October 1, 2021 through October 31, 2021 — $ — — $ 309.8

November 1, 2021 through November 30, 2021 239,641 $ 166.12 239,641 $ 270.0

December 1, 2021 through December 31, 2021 63,330 $ 161.02 63,330 $ 259.8

Total 302,971 302,971

(1) On November 13, 2018, the Board of Directors authorized an increase to the Company’s existing share repurchase program to authorize the repurchase of up to $1.0 billion of its issued and outstanding common shares.

See Note 15 - Stockholders’ Equity , within the notes to the consolidated financial statements for additional information.

The repurchases may be executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including transactions with affiliates, with the timing of purchases and the amount of shares purchased generally determined at the discretion of the Company within the constraints of the Credit Agreement, the Indentures, applicable laws and consideration of the Company’s general liquidity needs.

GLOSSARY OF TERMS

Adjusted Net Income:

A non-GAAP financial measure defined as net income plus the after-tax impact of amortization of other intangibles and acquisition costs.

One basis point equals 1/100th of 1%.

The Commodity Futures Trading Commission.

A non-GAAP financial measure defined as total expense excluding the following expenses:

advisory and commission;

depreciation and amortization;

interest expense on borrowings;

brokerage, clearing and exchange;

amortization of other intangibles;

loss on extinguishment of debt;

acquisition costs;

employee share-based compensation;

and regulatory charges.

Corporate Cash:

The sum of cash and equivalents from the following:

(1) cash held at the Parent (as defined herein), (2) excess cash at LPL Financial per the Credit Agreement, which is the net capital held at LPL Financial in excess of 10% of its aggregate debits, or five times the net capital required in accordance with Exchange Act Rule 15c3-1, and (3) other available cash, which includes cash and equivalents held at The Private Trust Company, N.A., in excess of Credit Agreement capital requirements, and cash and equivalents held at non-regulated subsidiaries.

Credit Agreement:

The Company’s amended and restated credit agreement.

Credit Agreement EBITDA:

The equivalent of “Consolidated EBITDA,” as defined in the Credit Agreement, which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense, tax expense, depreciation and amortization, and is further adjusted to exclude certain non-cash charges and other adjustments (including unusual or non-recurring charges) and gains, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions.

Dodd-Frank Act:

The Dodd-Frank Wall Street Reform and Consumer Protection Act.

The United States Department of Labor.

The Depository Trust Company.

A non-GAAP financial measure defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles.

The Employee Retirement Income Security Act of 1974.

EPS Prior to Amortization of Intangible Assets and Acquisition Costs:

A non-GAAP financial measure defined as Adjusted Net Income divided by the weighted average number of diluted shares outstanding for the applicable period.

The Financial Industry Regulatory Authority.

Accounting principles generally accepted in the United States of America.

Gross Profit:

Non-GAAP financial measure defined as total revenue less advisory and commission expense and brokerage, clearing and exchange fees.

Refers to the indentures governing the Company’s senior unsecured notes.

Leverage Ratio:

A financial metric from our Credit Agreement that is calculated by dividing Credit Agreement net debt, which equals consolidated total debt less Corporate Cash, by Credit Agreement EBITDA.

The National Securities Clearing Corporation.

The National Futures Association.

The Office of the Comptroller of the Currency.

Registered investment advisor.

Securities and Exchange Commission.

The Securities Investor Protection Corporation.

Self-regulatory organization.

Uniform Net Capital Rule:

Refers to Rule 15c3-1 under the Securities Exchange Act of 1934, which specifies minimum capital requirements that are intended to ensure the general financial soundness and liquidity of broker-dealers at all times.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity