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))

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•	As part of our ongoing capital management focus to prioritize sustainable growth and to seek to optimize shareholder value, the Company successfully completed a refinancing of its existing senior secured credit facilities, extending the maturity of the debt and lowering interest expense by approximately $10.0 million annually, based on current interest rates.

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The Board of Directors declared a one-time special cash dividend of $2.00 per share, payable on May 25, 2012 to all common stockholders of record as of the close of business on May 15, 2012. In addition, the Company plans to pay regular quarterly dividends, initially up to $0.12 ($0.48 annually), beginning in the second half of 2012. The declaration and amount of any regular cash dividends will remain subject in each instance to approval by the Board of Directors.

•	Net revenue for the first quarter of 2012 increased 3.2% to $901.8 million from $873.9 million in the first quarter of 2011. Key drivers of this growth include:

◦	Commission revenue increased 2.6% for the first quarter of 2012 compared to the prior year period. Approximately 35% of the increase is from increased sales activity, with the remainder due to market movement.

◦	Advisory revenue increased 2.8% for the first quarter of 2012 compared to the prior year period, primarily reflecting growth in advisory assets over the last four quarters, as well as market appreciation.

◦	Recurring revenue, a statistical measure reflecting a level of stability in our performance, represented 63.0% of net revenue for the quarter.

•	Total advisory and brokerage assets ended at $354.1 billion as of March 31, 2012, up 7.3% compared to $330.1 billion as of March 31, 2011. Key drivers of this trend include:

◦	Advisory assets in the Company's fee-based platforms were $110.8 billion at March 31, 2012, up 11.1% from $99.7 billion at March 31, 2011.

◦	Net new advisory assets, which exclude market movement, were $2.5 billion for the three months ended March 31, 2012, primarily as a result of strong new business development and mix shift toward more advisory business. On an annualized basis, this represents 9.0% growth.

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Revenues generated from the Company's cash sweep programs increased 8.5% to $34.4 million compared to $31.7 million in the prior year period. The assets in the Company's cash sweep programs averaged $21.5 billion for the first quarter of 2012 and $18.9 billion in the year-ago quarter. These revenues were impacted by a decrease in the effective federal funds rate, which averaged 0.10% for the first quarter of 2012 compared to 0.15% for the same period in the prior year. The decrease in the effective federal funds rate was offset by an increase in the insured cash account balances.

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In March, the Company hosted one of its annual conferences for top-producing advisors, attracting 181 attendees, including 17 financial institution program managers, who collectively represent $525.0 million, or 19%, of 2011 production. This conference provides leading advisors with a dynamic educational setting to discuss strategies to drive additional growth and manage the increasing complexity of their practices, through participation in sessions covering LPL Financial's unique offerings and significant technology enhancements.

•	The Company added 554 net new advisors during the twelve months ending March 31, 2012, excluding the attrition of 146 advisors from the UVEST conversion. During the first quarter of 2012, 115 net new advisors joined LPL Financial as the Company continues to build relationships with advisors from all channels across the financial services industry.

•	Assets under custody in the LPL Financial RIA platform, which provides integrated fee- and commission-based capabilities for independent advisors, grew 74.8% to $27.1 billion as of March 31, 2012 encompassing 152 RIA firms, compared to $15.5 billion and 115 RIA firms as of March 31, 2011.

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18 of the Company's advisors were recognized in a ranking of the "Top 50 Independent Broker/Dealer Women Advisors in 2011" by Registered Rep, a leading publication for the financial advisor industry. According to Registered Rep, the full list ranked female, independent broker/dealer-affiliated advisors by assets under management as of November 1, 2011 (updated in February 2012), and included only those advisors for whom a majority of assets correspond to retail clients.

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As LPL Financial continues to grow and diversify, the Company seeks to develop and expand its resources and talent pool. In February, the Company named Joan Khoury managing director and chief marketing officer and appointed Mimi Bock as executive vice president of Independent Advisor Services. Ms. Khoury is responsible for driving the Company's overall marketing strategy, as well as executing programs that will promote advisors' growth and innovation and broaden the strategic reach of LPL Financial. Ms. Bock is responsible for overseeing the growth and satisfaction of over 4,000 LPL Financial independent advisor branch offices, as well as for leading the firm's Business Consulting, Relationship Management, and Education & Consulting teams for Independent Advisor Services. Both roles will be instrumental in promoting LPL Financial's distinctive value proposition to advisors to build and strengthen their client relationships and grow their businesses.

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LPL Financial announced the additions of Plan Health Check and Fee Comparison & Analysis Evaluation tools to augment the LPL Financial Retirement Partners tool suite for advisors. The tool suite offers a comprehensive collection of retirement plan tools designed to help advisors grow and maintain their book of business in an automated and scalable fashion. In addition, LPL Financial launched its first stage of the IRA rollover program, which facilitates the automated rollover from a defined contribution plan to a retail IRA account managed by an LPL Financial advisor. This program enhances the continuity and quality of independent advice investors can receive in the market place and provides LPL Financial advisors another tool to grow their businesses.

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(1)	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:

•	Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share do not reflect all cash expenditures, future requirements for capital expenditures, or contractual commitments;

•	Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share do not reflect changes in, or cash requirements for, working capital needs; and

•	Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt.

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(a)	Represents amortization of intangible assets and software as a result of the Company's purchase accounting adjustments from its 2005 merger transaction, as well as various acquisitions.

(b)	Represents share-based compensation for stock options awarded to employees and non-executive directors based on the grant date fair value under the Black-Scholes valuation model.

(c)	Represents acquisition and integration costs resulting from certain of the Company's acquisitions.

(d)	Represents organizational restructuring charges and conversion and other related costs incurred resulting

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(e)

Represents expenses incurred in March 2012 resulting from the early extinguishment and repayment of the Company's senior secured credit facilities under its Third Amended and Restated Credit Agreement, including the write-off of $16.5 million of unamortized debt issuance costs that have no future economic benefit, as well as various other charges incurred in connection with the repayment of the prior senior secured credit facilities and the development of the new senior secured credit facilities.

(f)	Represents excise and other taxes.

(g)	EBITDA Adjustments and amortization of purchased intangible assets and software have been tax effected using a federal rate of 35% and the applicable effective state rate, which was 3.30% for the three months ended March 31, 2012 and 2011, net of the federal tax benefit.

(h)

Represents the after-tax expense of non-qualified stock options in which the Company receives a tax deduction upon exercise, and the full expense impact of incentive stock options granted to employees that have vested and qualify for preferential tax treatment and conversely, the Company does not receive a tax deduction. Share-based compensation for vesting of incentive stock options was $1.6 million and $1.4 million, respectively, for the three months ending March 31, 2012 and 2011.

(i)	Represents Adjusted Earnings, a non-GAAP measure, divided by weighted average number of shares outstanding on a fully diluted basis. Set forth is a reconciliation of earnings per share on a fully diluted basis as calculated in accordance with GAAP to Adjusted Earnings per share, a non-GAAP measure:

(2)	Advisors are defined as those independent financial advisors and financial advisors at financial institutions who are licensed to do business with the Company's broker-dealer subsidiaries. The number of advisors at March 31, 2012 reflects attrition of 146 advisors related to the integration of the UVEST platform.

(3)	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.  Such totals do not include the market value of client assets held in retirement plans administered by us and trust assets supported by Concord Wealth Management.

(4)	Advisory assets under management, insured cash account balances and money market account balances are components of advisory and brokerage assets.

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(5)	Represents net new advisory assets that are custodied in our fee-based advisory platforms during the three month periods then ended.

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(1)	Production expense is comprised of commission and advisory fees and brokerage, clearing and exchange fees. Production payout, a statistical measure, excludes brokerage, clearing and exchange fees and is

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(2)	Represents borrowings on the Company's senior secured credit facilities, revolving line of credit and bank loans payable.

(3)	Represents net new advisory assets that are custodied in our fee-based advisory platforms during the three month periods then ended.

(4)	Represents insured cash and money market account balances as of each reporting period.

(5)	The reconciliation from net income to non-GAAP measures Adjusted EBITDA and Adjusted Earnings for the periods presented is as follows (in thousands, except per share data):

(a)	Represents amortization of intangible assets and software as a result of the Company's purchase accounting

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(b)	Represents employee share-based compensation for stock options awarded to employees and non-executive directors based on the grant date fair value under the Black-Scholes valuation model.

(c)

Represents acquisition and integration costs resulting from certain of the Company's acquisitions. As previously disclosed, the Company has been involved in a legal dispute with a third-party indemnitor under a purchase and sale agreement with respect to the indemnitor's refusal to make indemnity payments that the Company believed were required under the purchase and sale agreement. The Company settled this legal dispute in the fourth quarter of 2011. Accordingly, the Company received a $10.5 million cash settlement, $9.8 million of which has been excluded from the presentation of Adjusted EBITDA, a non-GAAP measure.

(d)

Represents organizational restructuring charges and conversion and other related costs incurred resulting from the 2011 consolidation of UVEST and the 2009 consolidation of the Affiliated Entities. As of March 31, 2012, approximately 72% and 97%, respectively, of costs related to these two initiatives have been recognized.  The remaining costs largely consist of transition payments made in connection with these two conversions for the retention of advisors and institutions, and conversion and transfer costs that are expected to be recognized into earnings by December 2014.

(e)

Represents expenses incurred in March 2012 resulting from the early extinguishment and repayment of the Company's senior secured credit facilities under its Third Amended and Restated Credit Agreement, including the write-off of $16.5 million of unamortized debt issuance costs that have no future economic benefit, as well as various other charges incurred in connection with the repayment of the prior senior secured credit facilities and the development of the new senior secured credit facilities.

(f)	Represents equity issuance and offering costs related to the closing of a secondary offering in the second quarter of 2011.

(g)	Represents excise and other taxes.

(h)	EBITDA Adjustments and amortization of purchased intangible assets, a component of depreciation and amortization, have been tax effected using a federal rate of 35% and the applicable effective state rate, which was 3.30% for the periods presented, net of the federal tax benefit.

(i)

Represents the after-tax expense of non-qualified stock options in which the Company receives a tax deduction upon exercise, and the full expense impact of incentive stock options granted to employees that have vested and qualify for preferential tax treatment and conversely, the Company does not receive a tax deduction. Employee share-based compensation for vesting of incentive stock options was $1.6 million, $1.5 million, $1.5 million, $1.5 million and $1.4 million for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively.

(j)	Set forth is a reconciliation of earnings per share on a fully diluted basis as calculated in accordance with GAAP to Adjusted Earnings per share, a non-GAAP measure: