11 unchanged sentences
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.
−Removed: Our Credit Agreement and the Indentures governing the Notes contain restrictions on our activities, including paying dividends on our capital stock.
+Added: Our Credit Agreement contains 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
−Removed: Table of Content s
−Removed: Related Covenants.
+Added: 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.
19 unchanged sentences
See Note 15 - Stockholders’ Equity , within the notes to the consolidated financial statements for additional information.
−Removed: 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.
+Added: 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, applicable laws and consideration of the Company’s general liquidity needs.
GLOSSARY OF TERMS
+Added: Adjusted EPS:
+Added: A non-GAAP financial measure defined as Adjusted Net Income divided by the weighted average number of diluted shares outstanding for the applicable period.
Adjusted Net Income:
−Removed: A non-GAAP financial measure defined as net income plus the after-tax impact of amortization of other intangibles and acquisition costs.
+Added: A non-GAAP financial measure defined as net income plus the after-tax impact of amortization of other intangibles, acquisition costs and a regulatory charge related to an investigation of the Company’s compliance with records preservation requirements for business-related electronic communications stored on personal devices or messaging platforms that have not been approved by the Company.
One basis point equals 1/100th of 1%.
6 unchanged sentences
amortization of other intangibles;
−Removed: loss on extinguishment of debt;
+Added: market fluctuations on employee deferred compensation;
promotional (ongoing);
−Removed: acquisition costs;
employee share-based compensation;
−Removed: and regulatory charges.
+Added: regulatory charges;
+Added: and acquisition costs.
Corporate Cash:
A component of cash and equivalents that includes the sum of cash and equivalents from the following:
−Removed: (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.
−Removed: Table of Content s
+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, which include LPL Financial LLC and The Private Trust Company, N.A., in excess of the capital requirements of the Company’s Credit Agreement, 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, and (3) cash and equivalents held at non-regulated subsidiaries.
Credit Agreement:
1 unchanged sentence
Credit Agreement EBITDA:
−Removed: 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.
+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, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions.
Dodd-Frank Act:
2 unchanged sentences
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: EPS prior to amortization of intangible assets and acquisition costs:
−Removed: 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 Employee Retirement Income Security Act of 1974.
2 unchanged sentences
Gross profit:
−Removed: Non-GAAP financial measure defined as total revenue less advisory and commission expense and brokerage, clearing and exchange expense.
+Added: A non-GAAP financial measure defined as total revenue less advisory and commission expense;
+Added: brokerage, clearing and exchange expense;
+Added: and market fluctuations on employee deferred compensation.
The indentures governing the Company’s senior unsecured notes.
7 unchanged sentences
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.
+Added: Refers to Rule 15c3-1 under the Exchange Act, 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.