LPL Financial Holdings Inc.
LPL Financial Holdings Inc. (Form: 8-K, Received: 02/11/2016 16:39:38)




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934


February 10, 2016
Date of report (date of earliest event reported)

LPL Financial Holdings Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-34963
20-3717839
(State or other jurisdictions of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Nos.)

75 State Street
Boston MA 02109
(Address of principal executive offices) (Zip Code)

(617) 423-3644
(Registrant's telephone number, including area code)

N/A
(Former Name or Former Address, if Changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 2.02
Results of Operations and Financial Condition.
On February 11, 2016 , LPL Financial Holdings Inc. ("LPLFH" and collectively with its subsidiaries, the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2015 . A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)    On February 10, 2016, Richard W. Boyce notified LPLFH that he intends to retire as a director of LPLFH and its subsidiary, LPL Holdings, Inc. Mr. Boyce’s retirement will be effective as of May 10, 2016. His decision to retire did not result from any disagreement with the Company.
Item 9.01

Financial Statements and Exhibits.
(d)

 
Exhibits
 
 
 
99.1

 
Press Release dated February 11, 2016 ("LPL Financial Announces Fourth Quarter and Full Year 2015 Results")





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LPL FINANCIAL HOLDINGS INC.
 
 
 
By:
/s/ Matthew J. Audette
 
Name: Matthew J. Audette
 
Title: Chief Financial Officer


Dated: February 11, 2016

    





 
 
 
 
Exhibit 99.1
Investor Relations - Chris Koegel, (617) 897-4574
 For Immediate Release
Media Relations - Brett Weinberg, (980) 321-1904
 
 
investor.lpl.com/contactus.cfm
LPL Financial Announces Fourth Quarter and Full Year 2015 Results
GAAP Results
Q4 2015 net income of $27 million, or $0.28 per share; FY 2015 net income of $169 million, or $1.74 per share
Q4 2015 pre-tax income of $45 million; FY 2015 pre-tax income of $283 million
Non-GAAP Results
Q4 2015 Adjusted Earnings of $36 million, or $0.37 per share; FY 2015 Adjusted Earnings of $215 million, or $2.22 per share; includes non-recurring cost of $0.04 per share
Q4 2015 Adjusted EBITDA of $100 million; FY 2015 Adjusted EBITDA of $489 million
Q4 2015 gross profit of $322 million; FY 2015 gross profit of $1,358 million
Key Metrics
End of period total brokerage and advisory assets of $476 billion
Q4 2015 net new advisory assets of $3.1 billion; FY 2015 net new advisory assets of $16.7 billion
End of period cash sweep balances of $29.0 billion
Capital Management
Q4 2015 share repurchases of $250 million for more than 5.6 million shares; FY 2015 share repurchases of $391 million for more than 8.9 million shares
Q1 2016 to date share repurchases of $25 million for more than 630 thousand shares
Q4 2015 dividends of $24 million; FY 2015 dividends of $96 million

SAN DIEGO - February 11, 2016 LPL Financial Holdings Inc. (NASDAQ: LPLA) (the "Company") today announced results for its fourth quarter ended December 31, 2015, reporting net income of $27 million, or $0.28 per share. This compares with $41 million, or $0.43 per share, in the prior quarter and $49 million, or $0.49 per share in the fourth quarter of 2014. Fourth quarter 2015 adjusted earnings totaled $36 million, or $0.37 per share. This compares to $53 million, or $0.55 per share, in the prior quarter and $66 million, or $0.66 per share, in the fourth quarter of 2014.
“The market environment was volatile and challenging in 2015, particularly for brokerage sales” said Mark Casady, chairman and CEO. “So we focused on bringing assets onto our platform and executing on our operational, efficiency, and capital plans.”
Casady continued, “As we move into 2016, market volatility has only increased, and we expect continued pressure on brokerage sales. That being said, we believe our scale and stability give us an advantage in markets like this. We remain focused on growth, delivering on our expense and capital plans, and managing the DOL rule transition.”
“The market environment was tough in the fourth quarter, but we made progress on expenses and capital,” said Matt Audette, chief financial officer. “We managed our expenses slightly lower than our outlook while executing several efficiency initiatives to position us for lower G&A growth in 2016.”
Audette continued, “We also completed our debt transaction and the first $250 million of our $500 million share repurchase plan in the fourth quarter. In the first quarter of 2016 to date, we have repurchased another $25 million of our shares. Given the volatile start to the year, we will be flexible and dynamic going forward in our expense and capital plans.”

1



 
Q4 2015
 
Q3 2015
 
 Seq
Growth
 
Q4 2014
 
 YoY
Growth
 
Fiscal Year End 2015
 
Fiscal Year End 2014
 
 % Change
Financial Highlights (unaudited)
(dollars in thousands, except per share data)
GAAP Measures:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
$
26,812

 
$
41,052

 
(35
%)
 
$
48,545

 
(45
%)
 
$
168,784

 
$
178,043

 
(5
%)
Earnings Per Share — diluted
$
0.28

 
$
0.43

 
(35
%)
 
$
0.49

 
(43
%)
 
$
1.74

 
$
1.75

 
(1
%)
Non-GAAP Measures:
 
 
 
 
 
 
 
 


 
 
 
 
 
 
Gross Profit(1)
$
322,383

 
$
339,757

 
(5
%)
 
$
335,351

 
(4
%)
 
$
1,357,725

 
$
1,325,945

 
2
%
Adjusted Earnings
$
35,664

 
$
52,772

 
(32
%)
 
$
66,044

 
(46
%)
 
$
214,854

 
$
247,621

 
(13
%)
Adjusted Earnings Per Share
$
0.37

 
$
0.55

 
(33
%)
 
$
0.66

 
(44
%)
 
$
2.22

 
$
2.44

 
(9
%)
Adjusted EBITDA
$
100,269

 
$
118,353

 
(15
%)
 
$
137,953

 
(27
%)
 
$
489,116

 
$
516,507

 
(5
%)
____________________
A full reconciliation of GAAP measures to non-GAAP measures, along with an explanation of these metrics, follows later in this release.
 
Q4 2015
 
Q3 2015
 
 Seq
Growth
 
Q4 2014
 
 YoY
Growth
Business Highlights (unaudited)
 
 
 
 
 
 
 
 
 
Brokerage Assets (billions)(2)
$
288.4

 
$
282.1

 
2
%
 
$
299.3

 
(4
%)
Advisory Assets Under Custody (billions)(3)
187.2

 
179.7

 
4
%
 
175.8

 
6
%
Advisory and Brokerage Assets (billions)(2)
$
475.6

 
$
461.8

 
3
%
 
$
475.1

 
%
 
 
 
 
 
 
 
 
 
 
Net New Advisory Assets (billions)(4)
$
3.1

 
$
4.2

 
n/m

 
$
4.1

 
n/m

 
 
 
 
 
 
 
 
 
 
Insured Cash Account Balances (billions)(2)
$
20.9

 
$
19.5

 
7
%
 
$
18.6

 
12
%
Money Market Account Balances (billions)(2)
8.1

 
8.2

 
(1
%)
 
7.4

 
9
%
Total Cash Sweep Balances (billions)(2)
$
29.0

 
$
27.7

 
5
%
 
$
26.0

 
12
%
 
 
 
 
 
 
 
 
 
 
Insured Cash Account Fee - bps(5)
50

 
48

 
2
 bps
 
55

 
(5 bps)

Money Market Fee - bps(5)
13

 
9

 
4
 bps
 
7

 
6
 bps
Cash Sweep Fee - bps
39

 
37

 
2
 bps
 
41

 
(2 bps)

Fourth Quarter 2015 Financial and Business Highlights
Assets
Brokerage and advisory assets were $476 billion, up 3% sequentially.
Net new advisory assets were $3.1 billion, translating to a 7% annualized growth rate.
Advisors
Advisor count was 14,054, down 19 from the third quarter.
Advisor production retention finished the year above 96%.
Gross Profit
Commissions were $464 million, down 4% from the prior quarter. Sales commissions declined mostly due to an industry-wide slowdown in alternative investments, and trailing commissions were relatively flat.
Advisory fees were $324 million, down 5% from the prior quarter. Advisory fees are primarily billed on prior quarter balances, and third quarter asset levels declined sequentially along with the S&P 500 index.
Asset-based fees were $124 million, flat sequentially. Sponsor revenues declined 4% due to lower billable assets. Cash sweep revenue increased 13% from client cash sweep balance growth and the mid-December increase in the target range for the federal funds rate.
Transaction and fee revenues were $97 million, down 8% sequentially primarily due to the timing of conferences as well as slightly lower trading volumes.

2



Expenses
Core G&A expenses were $179 million, up $8 million sequentially. $4 million of this increase was due to non-recurring costs, which were mostly severance. The remaining increase was primarily due to annual disclosures and investments in service and technology offset by lower performance-based compensation. For 2015, core G&A expenses were $695 million, below LPL’s expected range of $697 to $703 million.
Promotional expenses were $35 million, down $7 million sequentially. Conference expenses declined $13 million sequentially while increased transition assistance and year-end marketing expenses added $6 million.
Regulatory-related charges, which include the cost of restitution and remediation of previously settled regulatory matters, were $8 million, flat sequentially. For 2015, regulatory related expenses totaled $34 million, down $2 million from 2014.
Depreciation and amortization of intangibles was $32 million, up $5 million sequentially mostly due to non-recurring real estate consolidation.
Interest expense was $18 million, up $5 million sequentially following LPL’s November debt transaction.
Adjusted Earnings
Adjusted Earnings were $36 million, or $0.37 per share. These results included $0.04 per share of non-recurring costs totaling $7 million of pre-tax expense.
The non-recurring costs included $4 million of non-recurring core G&A that was primarily related to severance for role eliminations, and $3 million of non-recurring depreciation for real estate consolidation.
Historically, these non-recurring costs would have been adjusted out of Adjusted Earnings.
Capital Management
Completed a $700 million debt transaction on November 20, 2015 and used $150 million to fully pay off the Company's revolving credit facility. At the end of the fourth quarter, net debt as defined in the Company's credit agreement was $1.9 billion (6) , resulting in a leverage ratio of 3.8 times. This compares to a covenant maximum leverage ratio of 5 times.
Generated EBITDA as defined in the credit agreement of $111 million in the fourth quarter and $509 million over the trailing twelve months.
Completed a $250 million accelerated share repurchase plan on December 15, 2015 - purchasing more than 5.6 million shares at an average price of $44.46.
In the first quarter 2016 to date, the Company purchased more than 630,000 additional shares for $25 million with an average price of $39.41.
Paid a dividend of $24 million on November 24, 2015.
Capital expenditures were $21 million, up $1 million sequentially. The majority of capital expenditures were for technology and for the construction of the Company's new campus in Fort Mill, South Carolina.
Conference Call and Additional Information
The Company will hold a conference call to discuss its results at 5:00 p.m. EDT on Thursday, February 11, 2016 . The conference call can be accessed by dialing either 877-677-9122 (domestic) or 708-290-1401 (international) and entering passcode 9969864 . For additional information, please visit the Company's website to access the Q 4 2015 Financial Supplement.
The conference call will also be webcast simultaneously on the Investor Relations section of the Company's website (www.lpl.com), where a replay of the call will also be available following the live webcast. A telephonic replay will be available shortly after the call and can be accessed by dialing 855-859-2056 (domestic) or 404-537-3406 (international) and entering passcode 9969864 . The telephonic replay will be available until 11:59 p.m. EST on February 18, 2016.

3



LPL Financial Holdings Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

 
Three Months Ended December 31,
 
 
 
Years Ended December 31,
 
 
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
Revenues
 
 
 
 
 
 
 
 
 
 
 
Commission
$
463,486

 
$
528,355

 
(12
)%
 
$
1,976,845

 
$
2,118,494

 
(7
)%
Advisory
324,241

 
339,943

 
(5
)%
 
1,352,454

 
1,337,959

 
1
 %
Asset-based
124,062

 
122,101

 
2
 %
 
493,687

 
476,595

 
4
 %
Transaction and fee
96,849

 
93,537

 
4
 %
 
401,948

 
369,821

 
9
 %
Other
11,708

 
20,332

 
(42
)%
 
50,120

 
70,793

 
(29
)%
Net revenues
1,020,346

 
1,104,268

 
(8
)%
 
4,275,054

 
4,373,662

 
(2
)%
Expenses
 
 
 
 
 
 
 
 
 
 
 
Production
697,963

 
768,917

 
(9
)%
 
2,917,329

 
3,047,717

 
(4
)%
Compensation and benefits
104,938

 
104,370

 
1
 %
 
440,049

 
421,829

 
4
 %
General and administrative
121,339

 
99,209

 
22
 %
 
452,396

 
422,441

 
7
 %
Depreciation and amortization(7)
22,526

 
16,405

 
37
 %
 
73,383

 
57,977

 
27
 %
Amortization of intangibles(7)
9,532

 
9,822

 
(3
)%
 
38,239

 
38,868

 
(2
)%
Restructuring charges
480

 
8,179

 
(94
)%
 
11,967

 
34,652

 
(65
)%
Total operating expenses
956,778

 
1,006,902

 
(5
)%
 
3,933,363

 
4,023,484

 
(2
)%
Non-operating interest expense
18,465

 
12,887

 
43
 %
 
59,136

 
51,538

 
15
 %
Loss on extinguishment of debt

 
3,943

 
n/m

 

 
3,943

 
n/m

Total expenses
975,243

 
1,023,732

 
(5
)%
 
3,992,499

 
4,078,965

 
(2
)%
Income before provision for income taxes
45,103

 
80,536

 
(44
)%
 
282,555

 
294,697

 
(4
)%
Provision for income taxes
18,291

 
31,991

 
(43
)%
 
113,771

 
116,654

 
(2
)%
Net income
$
26,812

 
$
48,545

 
(45
)%
 
$
168,784

 
$
178,043

 
(5
)%
Earnings per share
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.29

 
$
0.50

 
(42
)%
 
$
1.77

 
$
1.78

 
(1
)%
Diluted
$
0.28

 
$
0.49

 
(43
)%
 
$
1.74

 
$
1.75

 
(1
)%
Weighted-average shares
outstanding — basic
93,878

 
97,853

 
(4
)%
 
95,273

 
99,847

 
(5
)%
Weighted-average shares
outstanding — diluted
95,340

 
99,469

 
(4
)%
 
96,786

 
101,651

 
(5
)%



4



LPL Financial Holdings Inc.
Consolidated Statements of Operations Trend
(In thousands, except per share data)
(Unaudited)

 
Quarterly Results
 
Q4 2015
 
Q3 2015
 
Q2 2015
REVENUES
 
 
 
 
 
Commission
$
463,486

 
$
480,271

 
$
509,689

Advisory
324,241

 
341,217

 
344,884

Asset-based
124,062

 
123,921

 
125,072

Transaction and fee
96,849

 
105,593

 
97,811

Other
11,708

 
3,743

 
13,205

Net revenues
1,020,346

 
1,054,745

 
1,090,661

EXPENSES
 
 
 
 
 
Production
697,963

 
714,988

 
750,390

Compensation and benefits
104,938

 
110,494

 
112,337

General and administrative
121,339

 
117,246

 
99,457

Depreciation and amortization(7)
22,526

 
17,232

 
17,196

Amortization of intangibles(7)
9,532

 
9,534

 
9,536

Restructuring charges
480

 
3,071

 
4,492

Total operating expenses
956,778

 
972,565

 
993,408

Non-operating interest expense
18,465

 
13,493

 
13,163

Total expenses
975,243

 
986,058

 
1,006,571

INCOME BEFORE PROVISION FOR INCOME TAXES
45,103

 
68,687

 
84,090

PROVISION FOR INCOME TAXES
18,291

 
27,635

 
33,848

NET INCOME
$
26,812

 
$
41,052

 
$
50,242

EARNINGS PER SHARE
 
 
 
 
 
Basic
$
0.29

 
$
0.43

 
$
0.52

Diluted
$
0.28

 
$
0.43

 
$
0.52

Weighted-average shares outstanding — basic
93,878

 
94,972

 
95,724

Weighted-average shares outstanding — diluted
95,340

 
96,472

 
97,239




5



LPL Financial Holdings Inc.
Consolidated Statements of Financial Condition
(In thousands, except per share data)
(Unaudited)
 
 
December 31,
 
September 30,
 
 
2015
 
2015
ASSETS
Cash and cash equivalents
 
$
724,529

 
$
410,036

Cash and securities segregated under federal and other regulations
 
671,339

 
470,721

Restricted cash
 
27,839

 
22,462

Receivables from:
 
 
 
 
Clients, net of allowance of $1,464 at December 31, 2015 and $1,337 at September 30, 2015
 
339,089

 
344,351

Product sponsors, broker-dealers, and clearing organizations
 
161,224

 
154,306

Advisor loans, net allowance of $697 at December 31, 2015 and September 30, 2015(8)
 
148,978

 
144,489

Others, net of allowance of $9,856 at December 31, 2015 and $11,340 at September 30, 2015(8)
 
180,161

 
178,749

Securities owned:
 
 
 
 
Trading — at fair value
 
11,995

 
16,611

Held-to-maturity
 
9,847

 
10,847

Securities borrowed
 
6,001

 
6,488

Income taxes receivable
 

 
17,370

Fixed assets, net of accumulated depreciation and amortization of $328,880 at December 31, 2015 and $320,897 at September 30, 2015
 
275,419

 
256,998

Goodwill
 
1,365,838

 
1,365,838

Intangible assets, net of accumulated amortization of $342,740 at December 31, 2015 and $333,207 at September 30, 2015
 
392,031

 
401,563

Other assets
 
203,473

 
167,487

Total assets
 
$
4,517,763

 
$
3,968,316

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Drafts payable
 
$
189,083

 
$
144,307

Payables to clients
 
747,421

 
558,540

Payables to broker-dealers and clearing organizations
 
48,032

 
43,531

Accrued commission and advisory expenses payable
 
129,512

 
132,682

Accounts payable and accrued liabilities
 
332,492

 
308,884

Income taxes payable
 
8,680

 

Unearned revenue
 
65,480

 
71,847

Securities sold, but not yet purchased — at fair value
 
268

 
226

Senior secured credit facilities, net of unamortized debt issuance cost of $30,095 at December 31, 2015 and $11,042 at September 30, 2015(9)
 
2,184,942

 
1,655,087

Leasehold financing obligation
 
59,940

 
43,182

Deferred income taxes, net
 
36,303

 
64,633

Total liabilities
 
3,802,153

 
3,022,919

Commitments and contingencies
 
 
 
 
STOCKHOLDERS’ EQUITY:
 
 
 
 
Common stock, $.001 par value; 600,000,000 shares authorized; 119,572,352 shares and 119,238,650 shares issued at December 31, 2015 and September 30, 2015, respectively
 
119

 
119

Additional paid-in capital
 
1,418,298

 
1,401,441

Treasury stock, at cost — 30,048,027 shares and 24,435,356 shares at December 31, 2015 and September 30, 2015, respectively
 
(1,172,490
)
 
(922,817
)
Accumulated other comprehensive income
 
553

 
595

Retained earnings
 
469,130

 
466,059

Total stockholders’ equity
 
715,610

 
945,397

Total liabilities and stockholders’ equity
 
$
4,517,763

 
$
3,968,316



6



The Company reports Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share to present information about its earnings that eliminates the effects of items that it does not consider indicative of its core operating performance. Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the Company's results as reported under GAAP. Some of these limitations are:
a.
Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share do not reflect all cash expenditures, or contractual commitments; and do not reflect changes in, or cash requirements for, working capital needs; and
b.
Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt.
The reconciliation from net income to Adjusted EBITDA, a non-GAAP measure, for the periods presented is as follows (in thousands):
 
Three Months Ended December 31,
 
Years Ended December 31,
 
2015
 
2014
 
2015
 
2014
 
(unaudited)
Net income
$
26,812

 
$
48,545

 
$
168,784

 
$
178,043

Non-operating interest expense
18,465

 
12,887

 
59,136

 
51,538

Provision for income taxes
18,291

 
31,991

 
113,771

 
116,654

Amortization of intangible assets
9,532

 
9,822

 
38,239

 
38,868

Depreciation and amortization of fixed assets
22,526

 
16,405

 
73,383

 
57,977

EBITDA
95,626

 
119,650

 
453,313

 
443,080

EBITDA Adjustments:
 
 
 
 
 
 
 
Employee share-based compensation expense(a)
4,083

 
5,159

 
23,296

 
21,246

Acquisition and integration related expenses(b)
(8
)
 
650

 
50

 
1,414

Restructuring and conversion costs(c)
489

 
8,177

 
11,976

 
34,783

Debt amendment and extinguishment costs(d)

 
4,361

 

 
4,361

Other(e)
79

 
(44
)
 
481

 
11,623

Total EBITDA Adjustments
4,643

 
18,303

 
35,803

 
73,427

Adjusted EBITDA
$
100,269

 
$
137,953

 
$
489,116

 
$
516,507



Continued on following page





















7



The reconciliation from net income to Adjusted Earnings, a non-GAAP measure, for the periods presented is as follows (in thousands, except per share data):
 
Three Months Ended December 31,
 
Years Ended December 31,
 
2015
 
2014
 
2015
 
2014
 
(unaudited)
Net income
$
26,812

 
$
48,545

 
$
168,784

 
$
178,043

After-Tax:
 
 
 
 
 
 
 
EBITDA Adjustments(f)
 
 
 
 
 
 
 
Employee share-based compensation expense(g)
2,656

 
3,397

 
14,912

 
14,175

Acquisition and integration related expenses
(5
)
 
399

 
31

 
366

Restructuring and conversion costs
300

 
5,021

 
7,353

 
21,357

Debt amendment and extinguishment costs

 
2,678

 

 
2,678

Other
48

 
(27
)
 
295

 
7,137

Total EBITDA Adjustments
2,999

 
11,468

 
22,591

 
45,713

Amortization of intangible assets(f)
5,853

 
6,031

 
23,479

 
23,865

Adjusted Earnings
$
35,664

 
$
66,044

 
$
214,854

 
$
247,621

Adjusted Earnings per share(h)
$
0.37

 
$
0.66

 
$
2.22

 
$
2.44

Weighted-average shares outstanding — diluted
95,340

 
99,469

 
96,786

 
101,651

___________________________
(a)
Represents share-based compensation for equity awards granted to employees, officers, and directors. Such awards are measured based on the grant-date fair value and recognized over the requisite service period of the individual awards, which generally equals the vesting period.
(b)
Represents acquisition and integration costs resulting from various acquisitions, including changes in the estimated fair value of future payments, or contingent consideration that may be required to be made to former shareholders of certain acquired entities.
(c)
Represents organizational restructuring charges, conversion, and other related costs primarily resulting from the expansion of the Company's Service Value Commitment initiative. Results for the three and twelve months ended December 31, 2015 also include charges related to the restructuring of the business of the Company's subsidiary, Fortigent Holdings Company, Inc.
(d)
Represents expenses incurred resulting from the early extinguishment and repayment of amounts outstanding on our prior senior secured credit facilities, including the accelerated recognition of unamortized debt issuance costs that had no future economic benefit, as well as various other charges incurred in connection with the repayment under prior senior secured credit facilities and the establishment of new or amended senior secured credit facilities.
(e)
Results for the three and twelve months ended December 31, 2014 include approximately $0.4 million and $9.6 million , respectively, in parallel rent, property tax, common area maintenance expenses, and fixed asset disposals incurred in connection with the Company's relocation to its San Diego office building.
(f)
Generally, EBITDA Adjustments and amortization of intangible assets have been tax effected using a federal rate of 35.0% and the applicable effective state rate, which was 3.6%, net of the federal tax benefit, for the periods ended December 31, 2015 and 2014 , except as discussed in footnotes (g) and (h) below.
(g)
Includes the impact of incentive stock options granted to employees that qualify for preferential tax treatment and conversely for which the Company does not receive a tax deduction.






Continued on following page


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(h)
Represents Adjusted Earnings, a non-GAAP measure, divided by weighted-average number of shares outstanding on a fully diluted basis. Set forth below is a reconciliation of earnings per share on a fully diluted basis, as calculated in accordance with GAAP, to Adjusted Earnings per share:
 
Three Months Ended December 31,
 
Years Ended December 31,
 
2015
 
2014
 
2015
 
2014
 
(unaudited)
Earnings per share — diluted
$
0.28

 
$
0.49

 
$
1.74

 
$
1.75

After-Tax:
 
 
 
 
 
 
 
EBITDA Adjustments per share
0.03

 
0.11

 
0.24

 
0.45

Amortization of intangible assets per share
0.06

 
0.06

 
0.24

 
0.24

Adjusted Earnings per share
$
0.37

 
$
0.66

 
$
2.22

 
$
2.44

End Note Disclosures
(1)
Because the Company’s gross profit amounts do not include any depreciation and amortization expense, the Company considers its gross profit amounts to be non-GAAP measures that may not be comparable to those of others in its industry.
(2)
End of period advisory and brokerage assets are comprised of assets that are custodied, networked, and non-networked, and reflect market movement in addition to new assets, inclusive of new business development and net of attrition. End of period insured cash account and money market account balances are also included in advisory and brokerage assets.
(3)
Advisory assets under custody is a component of advisory and brokerage assets and consists of advisory assets under management, as well as assets of independent advisors that are custodied by LPL Financial.
(4)
Reflects net new advisory assets consisting of funds from new accounts and additional funds deposited into advisory accounts that are custodied in the Company's fee-based advisory platforms and exclude market impact.
(5)
Reflects insured cash account and money market fees quarterly average.
(6)
The Company's credit agreement limits the total amount of cash available for corporate use that can be used in the net debt calculation to $300 million. The Company had $512 million of cash available for corporate use at the end of the fourth quarter of 2015.
(7)
For the three and twelve months ended December 31, 2015, the Company reclassified amortization of intangibles costs out of Depreciation and Amortization costs. Prior period amounts in the table have also been reclassified to conform to the current period presentation.
(8)
As of September 30, 2015 receivables from advisor loans have been reclassified out of Receivables from Other Receivables in the consolidated statements of financial condition.
(9)
The Company early adopted Accounting Standards Update ("ASU") 2015-03, Interest—Imputation of Interest, which simplifies the presentation of debt issuance costs on the balance sheet by presenting debt issuance costs as a direct deduction from the carrying amount of the related debt liability. The debt issuance costs as of September 30, 2015 in the table have been reclassified to be a direct deduction to our senior secured credit facility.
Non-GAAP Financial Measures
Adjusted Earnings represent net income before: (a) employee share-based compensation expense, (b) acquisition and integration related expenses, (c) restructuring and conversion costs, (d) amortization of intangible assets resulting from various acquisitions, and (e) other. Reconciling items are tax effected using the income tax rates in effect for the applicable period, adjusted for any potentially non-deductible amounts. Adjusted Earnings per share represents Adjusted Earnings divided by weighted average outstanding shares on a fully diluted basis. The Company prepared Adjusted Earnings and Adjusted Earnings per share to eliminate the effects of items that it does not consider indicative of its core operating performance. The Company believes this measure provides investors with greater transparency by helping illustrate the underlying financial and business trends relating to results of operations and financial condition and comparability between current and prior periods. Adjusted Earnings and Adjusted Earnings per share are not measures of the Company's financial performance under GAAP and should not be considered as an alternative to net income or earnings per share or any other performance measure derived

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in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of profitability or liquidity.
Adjusted EBITDA is defined as EBITDA (net income plus interest expense, income tax expense, depreciation and amortization), further adjusted to exclude certain non-cash charges and other adjustments set forth in the table above. The Company presents Adjusted EBITDA because the Company considers it a useful financial metric in assessing the Company's operating performance from period to period by excluding certain items that the Company believes are not representative of its core business, such as certain material non-cash items and other adjustments that are outside the control of management. Adjusted EBITDA is not a measure of the Company's financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of profitability or liquidity. In addition, Adjusted EBITDA can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate, and capital investments.
Gross Profit is calculated as net revenues less production expenses. Production expenses consist of the following expense categories from the Company’s consolidated statements of income: (i) commission and advisory and (ii) brokerage, clearing, and exchange. All other expense categories, including depreciation and amortization, are considered general and administrative in nature. Because the Company’s gross profit amounts do not include any depreciation and amortization expense, the Company considers its gross profit amounts to be non-GAAP measures that may not be comparable to those of others in its industry.
Forward-Looking Statements
Statements in this press release regarding the Company's future financial and operating results, growth, business strategies and plans, including statements relating to the Company’s execution of its expense and capital plans, future expense growth and management of the Department of Labor rule transition, as well as any other statements that are not related to present facts or current conditions or that are not purely historical, constitute forward-looking statements. These forward-looking statements are based on the Company's historical performance and its plans, estimates, and expectations as of February 11, 2016 . The words “anticipates,” “believes,” “expects,” “may,” “plans,” “predicts,” “will,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees that the future results, plans, intentions or expectations expressed or implied by the Company will be achieved. Matters subject to forward-looking statements involve known and unknown risks and uncertainties, including economic, legislative, regulatory, competitive, and other factors, which may cause actual financial or operating results, levels of activity, or the timing of events, to be materially different than those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include: changes in general economic and financial market conditions, including retail investor sentiment; fluctuations in the value of advisory and brokerage assets; fluctuations in levels of net new advisory assets and the related impact on fee revenue; effects of competition in the financial services industry; changes in the number of the Company's financial advisors and institutions, and their ability to market effectively financial products and services; changes in interest rates and fees payable by banks participating in the Company's cash sweep program, including the Company's success in negotiating agreements with current or additional counterparties; changes in the growth and profitability of the Company's fee-based business; the effect of current, pending and future legislation, regulation and regulatory actions, including the fiduciary rule proposed by the U.S. Department of Labor and disciplinary actions imposed by federal and state securities regulators or self-regulatory organizations; the costs of settling and remediating issues related to pending or future regulatory matters; execution of the Company's capital management plans; the price and availability of shares and trading volumes of the Company's common stock, which will determine the timing and size of future share repurchases; execution of the Company's expense management plans and its success in realizing the savings and service improvements expected to result from its initiatives and programs, particularly its technological initiatives; the Company's success in negotiating and developing commercial arrangements with third-party service providers; the performance of third-party service providers on which the Company relies; the Company's ability to control operating risks, information technology systems risks, and sourcing risks; the Company’s ability to recruit new advisors and attract new business to its platform; and the other factors set forth in Part I, “Item 1A. Risk Factors” in the Company's 2014 Annual Report on Form 10-K and any subsequent SEC filings. Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this earnings release, even if its estimates change, and you should not rely on those statements as representing the Company's views as of any date subsequent to the date of this press release.

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About LPL Financial
LPL Financial, a wholly owned subsidiary of LPL Financial Holdings Inc. (NASDAQ:LPLA), is a leader in the retail financial advice market and currently serves $476 billion in advisory and brokerage assets. LPL is one of the fastest growing RIA custodians and is the nation's largest independent broker-dealer (based on total revenues, Financial Planning magazine June 1996-2015). The Company provides proprietary technology, comprehensive clearing and compliance services, practice management programs and training, and independent research to more than 14,000 independent financial advisors and over 700 banks and credit unions, enabling them to help their clients turn life's aspirations into financial realities. Advisors associated with LPL also service an estimated 40,000 retirement plans with an estimated $118 billion in retirement plan assets, as of December 31, 2015. LPL also supports more than 4,000 financial advisors licensed and affiliated with insurance companies with customized clearing, advisory platforms, and technology solutions. LPL Financial and its affiliates have more than 3,400 employees with primary offices in Boston, Charlotte, and San Diego. For more information, please visit www.lpl.com .
Securities and Advisory Services offered through LPL Financial. A Registered Investment Advisor, Member FINRA/SIPC.

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