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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The Board of Directors declared a one-time special cash dividend of $2.00 per share, paid on May 25, 2012 to all common stockholders of record as of the close of business on May 15, 2012. In addition, the Board of Directors has declared an initial quarterly cash dividend of $0.12 per share on the Company's outstanding common stock to be paid on August 30, 2012 to all stockholders of record on August 15, 2012. The declarations of future quarterly dividends, as well as the timing of record and payment dates, remain subject to approval by the Board of Directors.

•

During the second quarter of 2012, the Company repurchased 0.6 million shares of its common stock for a total of $18.4 million, or an average price of $33.17 per share. As of June 30, 2012, the Company had used approximately 93% of the $70.0 million authorized under its existing repurchase program. On May 25, 2012, the Board of Directors approved an additional share repurchase program in which the Company may purchase up to $75.0 million of its outstanding common stock.

•	Net revenue for the second quarter of 2012 increased 1.5% to $907.8 million from $894.0 million in the second quarter of 2011. Key components of this change include:

◦	Commission revenue decreased 2.7% for the second quarter of 2012 compared to the prior year period, as commissions per advisor declined 6.2%, offset by growth in advisor headcount.

◦	Advisory revenue increased 1.5% for the second quarter of 2012 compared to the prior year period, primarily reflecting growth in net advisory assets over the last four quarters, as well as market appreciation, partially offset by a decrease in advisory revenues as a percent of advisory assets.

◦	Recurring revenue, a statistical measure reflecting a level of stability in our performance, represented 65.3% of net revenue for the quarter, compared to 62.4% for the prior year period.

•	Total advisory and brokerage assets ended at $353.0 billion as of June 30, 2012, up 3.6% compared to $340.8 billion as of June 30, 2011. Key drivers of this trend include:

◦	Advisory assets in the Company's fee-based platforms were $111.4 billion at June 30, 2012, up 7.9% from $103.2 billion at June 30, 2011.

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◦	Net new advisory assets, which exclude market movement, were $2.8 billion for the three months ended June 30, 2012. On an annualized basis, this represents 10.0% growth.

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Revenues generated from the Company's cash sweep programs increased 14.4% to $34.1 million compared to $29.8 million in the prior year period. The assets in the Company's cash sweep programs averaged $22.6 billion for the second quarter of 2012 and $19.5 billion in the year-ago quarter. Revenues benefited from increased cash sweep balances and an increase in the effective federal funds rate, which averaged 0.15% for the second quarter of 2012 compared to 0.09% for the same period in the prior year. These benefits were partially offset by new assets earning a lower weighted average fee than the existing base, and the impact of a contract renegotiation in the second quarter as previously communicated.

•	The Company added 671 net new advisors during the twelve months ending June 30, 2012, excluding the attrition of 146 advisors from the UVEST conversion. During the second quarter of 2012, 223 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 52.6% to $29.9 billion as of June 30, 2012 encompassing 166 RIA firms, compared to $19.6 billion and 128 RIA firms as of June 30, 2011.

•	In the second quarter, LPL Financial received broad industry recognition for its advisors, technology and services.

◦	LPL Financial was named the nation's largest independent broker-dealer based on total revenues for the seventeenth consecutive year by Financial Planning magazine.

◦	LPL Financial received the Digital Marketer of the Year Award for 2012 in recognition of outstanding marketing support delivered to financial advisors based on four criteria: marketing leadership, technology innovation, setting success measurement and return on investment metrics, and organizational dynamics that facilitate a culture of collaboration.

◦	Bank Investment Consultant magazine named nine LPL Financial program managers in their 2012 Top Program Managers list of the twenty most productive bank and credit union-based advisors.

◦	LPL Financial's Advisory and Brokerage Consulting team has been named the Field Sales Team of the Year by the Money Management Institute, in recognition of their support to financial advisors in providing their clients with the diverse platforms, strategies and advice to meet their financial goals.

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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.

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(d)

Represents organizational restructuring charges and conversion and other related costs incurred resulting from the 2011 consolidation of UVEST Financial Services Group, Inc. (“UVEST”) and the 2009 consolidation of Associated Securities Corp., Inc., Mutual Service Corporation and Waterstone Financial Group, Inc. (together, the “Affiliated Entities”). As of June 30, 2012, approximately 78% and 97%, respectively, of costs related to these two initiatives have been recognized. The remaining costs largely consist of transition payments to be 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 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 2012, and the closing of a secondary offering in the second quarter of 2011.

(g)	Represents certain excise and other taxes.

(h)	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 and six months ended June 30, 2012 and 2011, 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. Share-based compensation for vesting of incentive stock options was $1.6 million and $1.5 million, respectively, for the three months ending June 30, 2012 and 2011. For the six month periods ending June 30, 2012 and 2011, share-based compensation for vesting of incentive stock options was $3.2 million and $2.8 million, respectively.

(j)	Represents the after-tax expense of acquisition and related costs in which the Company receives a tax deduction, and the full expense impact of transaction costs for which the Company does not receive a tax deduction. Non-deductible transaction costs were $1.2 million for the three and six months ended June 30, 2012.

(k)	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:

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(l)	Included within the weighted average share count for the three and six months ended June 30, 2012, is approximately 850,000 shares resulting from the distribution pursuant to the 2008 Nonqualified Deferred Compensation Plan that were not included in the weighted average share count for the three and six months ended June 30, 2011.

(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 June 30, 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 the Company, 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.

(5)	Represents net new advisory assets that are custodied in our fee-based advisory platforms during the six month ended June 30, 2012 and 2011. Net new advisory assets for the three months ended June 30, 2012 and 2011 were $2.8 billion and $3.1 billion, respectively.

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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 calculated as commission and advisory fees divided by commission and advisory revenues.

(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):

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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 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 June 30, 2012, approximately 78% 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 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 2012, and the closing of a secondary offering in the second quarter of 2011.

(g)	Represents certain 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, $1.6 million, $1.5 million, $1.5 million and $1.5 million for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

(j)	Represents the after-tax expense of acquisition and related costs in which the Company receives a tax deduction, and the full expense impact of transaction costs for which the Company does not receive a tax deduction. Non-deductible transaction costs were $1.2 million for the three months ended June 30, 2012.

(k)	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:

(l)	The weighted average share count for the first and second quarters of 2012 includes approximately 850,000 shares resulting from the distribution pursuant to the 2008 Nonqualified Deferred Compensation Plan that were not previously included in the quarterly weighted average share count.