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Market Information
−Removed: Our common stock is traded on the Nasdaq Global Select Market under the symbol “LPLA.” The closing sale price as of December 31, 2021 was $160.09 per share.
+Added: Our common stock is traded on the Nasdaq Global Select Market under the symbol “LPLA.” The closing sale price as of February 15, 2023 was $247.91 per share.
As of that date, there were 938 common stockholders of record based on information provided by our transfer agent.
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The following graph compares the cumulative total stockholder return (rounded to the nearest whole dollar) of the Company’s common stock, the Standard & Poor’s 500 Financial Sector Index and the Dow Jones U.S.
−Removed: Financial Services Index for the last five years.
+Added: Financial Services Index for the five-year period ended December 31, 2022.
The graph assumes a $100 investment at the closing price on December 31, 2017 and reinvestment of the dividends on the respective dividend payment dates without commissions.
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Dividend Policy
−Removed: The payment, amount and timing of any future dividends will be subject to the discretion of our board of directors and will depend on a number of factors, including future earnings and cash flows, capital requirements, alternative uses of capital, general business conditions, our future prospects, contractual restrictions and covenants and other factors that our board of directors may deem relevant.
+Added: The payment, amount and timing of any future dividends will be subject to the discretion of our Board and will depend on a number of factors, including future earnings and cash flows, capital requirements, alternative uses of capital, general business conditions, our future prospects, contractual restrictions and covenants and other factors that our Board may deem relevant.
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 “ Item 7.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Debt and Related Covenants.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Debt and
+Added: Table of Content s
+Added: 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.
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Equity compensation plans approved by security holders 673,764 $ 53.45 13,781,800
−Removed: Total 1,204,420 $ 45.65 14,787,930
Purchases of Equity Securities by the Issuer
The table below sets forth information regarding share repurchases, reported on a trade date basis, during the three months ended December 31, 2022:
−Removed: Period Total Number of Shares Purchased Weighted-Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs
+Added: Period Total number of shares purchased Weighted-average price paid per share Total number of shares purchased as part of publicly announced program
Approximate dollar value of shares that may yet be purchased under the program (millions) (1)
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Total 636,326 636,326
−Removed: (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.
+Added: (1) On September 21, 2022, the Board authorized a $2.1 billion increase to the amount available for repurchases of the Company’s issued and outstanding common shares, with $2.0 billion available for repurchases beginning in 2023.
See Note 15 - Stockholders’ Equity , within the notes to the consolidated financial statements for additional information.
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loss on extinguishment of debt;
+Added: promotional (ongoing);
acquisition costs;
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Corporate Cash:
−Removed: The sum of cash and equivalents from the following:
−Removed: (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.
+Added: A component of cash and equivalents that includes the sum of cash and equivalents from the following:
+Added: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company’s Credit Agreement (as defined below), which include LPL Financial LLC and The Private Trust Company, N.A., in excess of the capital requirements of the Company’s Credit Agreement (as defined below), which, in the case of LPL Financial LLC, is net capital in excess of 10% of its aggregate debits, or five times the net capital required in accordance with the Uniform Net Capital Rule (as defined below), and (3) cash and equivalents held at non-regulated subsidiaries.
+Added: Table of Content s
Credit Agreement:
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Credit Agreement EBITDA:
−Removed: 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.
+Added: A non-GAAP financial measure defined in the Credit Agreement as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, 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:
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The United States Department of Labor.
−Removed: 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.
−Removed: 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.
+Added: The Employee Retirement Income Security Act of 1974.
The Financial Industry Regulatory Authority.
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Gross profit:
−Removed: Non-GAAP financial measure defined as total revenue less advisory and commission expense and brokerage, clearing and exchange fees.
−Removed: Refers to the indentures governing the Company’s senior unsecured notes.
+Added: Non-GAAP financial measure defined as total revenue less advisory and commission expense and brokerage, clearing and exchange expense.
+Added: 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.
−Removed: The National Securities Clearing Corporation.
The National Futures Association.
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Securities and Exchange Commission.
−Removed: The Securities Investor Protection Corporation.
Self-regulatory organization.
Uniform Net Capital Rule:
−Removed: 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.
+Added: 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.
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.