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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•	Rising Advisory and Brokerage Assets. Total advisory and brokerage assets ended at $373.3 billion as of December 31, 2012, up 13.0% compared to $330.3 billion as of December 31, 2011. Key drivers of this trend include:

•	Advisory assets in the Company's fee-based platforms were $122.1 billion at December 31, 2012, up 20.2% from $101.6 billion at December 31, 2011.

•	Net new advisory assets, which exclude market movement, were $2.7 billion for the three months ended December 31, 2012. For the year, net new advisory assets were $10.9 billion, representing 8.9% annual growth. Growth in advisory assets was driven by strong new business development and a mix shift toward more advisory business.

•	Expanding our Service Value Commitment. The Company expects to recognize total costs of approximately $70 million to $75 million through 2014 related to this initiative. These costs will cover primarily labor repositioning, outsourcing and technology investments. By 2015, the Company expects annual pre-tax run-rate savings of approximately $30 million to $35 million.

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The Company incurred $11 million of these costs in the second half of 2012. The Company anticipates recognizing $6 million to $8 million in costs in the first quarter of 2013, and approximately $39 million to $42 million for the entire year. In addition, for full year 2013 the Company expects to recognize $2 million to $3 million in savings in addition to the $3.5 million previously announced. For 2014, the Company expects to incur $21 million to $23 million in costs and to generate $22 million to $26 million in savings.

•	Modest Revenue Growth. Net revenue for the fourth quarter of 2012 increased 13.9% to $944.2 million from $828.7 million in the prior year. Net revenue for the year increased 5.2% to $3.7 billion from $3.5 billion in 2011. Key drivers of this growth include:

◦	Commission revenue increased 15.6% for the fourth quarter of 2012 compared to the prior year period reflecting the addition of new advisors, increasing trail revenue, and improving commissions per advisor. For 2012, commission revenue increased 3.8% compared to the prior year.

◦	Advisory revenue increased 9.9% for the fourth quarter of 2012 compared to the prior year period, driven by strong net new advisory asset flows and overall improving market levels. For the year, advisory revenue increased 3.4% compared to the prior year.

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◦	Recurring revenue, a statistical measure reflecting a level of stability in the Company's performance, represented 66.1% of net revenue for the fourth quarter of 2012 and 65.4% for the year.

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Growing Cash Sweep Balances. Revenue generated from the Company's cash sweep programs increased 4.8% to $35.2 million in the fourth quarter of 2012 compared to $33.6 million in the prior year period as average cash balances grew from $22.4 billion to $23.2 billion. An increase in the effective federal funds rate, which averaged 0.16% in the fourth quarter of 2012 compared to 0.07% in the prior year period, was offset by fee compression in the program. For 2012, revenue generated from the Company's cash sweep program increased 9.0% to $138.1 million compared to $126.7 million in the prior year. The assets in the Company's cash sweep programs averaged $22.3 billion for 2012 and $20.9 billion in the prior year.

•	Accelerated Share Repurchases. The Company spent $88.7 million in the fourth quarter to buy back 3.2 million shares, at a weighted average price per share of $27.71, which reduced its weighted average share count for calculating diluted earnings per share to 108.6 million shares for the fourth quarter of 2012.

•	Announcing 12.5% Increase to Quarterly Dividend.  The Company's board of directors has declared a cash dividend of $0.135 per share of the Company's common stock, payable on March 4, 2013 to all shareholders of record on February 18, 2013.  The declarations of future quarterly dividends, as well as the timing of record and payment dates, remain subject to approval by the Board.

•	Industry Leading Net New Advisor Growth. The Company added 182 net new advisors during the fourth quarter of 2012, resulting in 505 net new advisors joining LPL Financial in 2012.

•	High Growth in RIA Platform Assets. Assets under custody on the LPL Financial Independent RIA platform, which provides integrated RIA firm advisory fee- and commission-based capabilities for independent advisors, grew 80.2% to $40.9 billion as of December 31, 2012, encompassing 191 RIA firms, compared to $22.7 billion and 146 RIA firms as of December 31, 2011.

•	New Capabilities. In November, the Company introduced the eSignature solution to its platform to streamline document processing and enhance end-client experience. This new technology tool is expected to dramatically increase efficiency, reduce paperwork and improve both the client and advisor experience when signing and submitting LPL Financial forms.

•	Industry Recognition. In the fourth quarter, Bank Investment Consultant Magazine, a leading financial services industry magazine, named 17 LPL Financial advisors on its list of Top 50 Bank Advisors of 2012; four additional advisors have also been recognized with honorable mention. LPL Financial and one other firm had the highest representation.

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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.

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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 equity awards granted to employees, officers, and directors. Such awards are measured based on the grant-date fair value with share-based compensation expense recognized over the requisite service period of the individual grants, which generally equals the vesting period.

(c)

Represents acquisition and integration costs resulting from various acquisitions, including changes in the estimated fair value of future payments, or contingent consideration, required to be made to former shareholders of certain acquired entities. During the three and twelve months ended December 31, 2012, approximately $1.5 million and $11.4 million, respectively, was recognized as a charge against earnings due to a net increase in the estimated fair value of contingent consideration.

(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 December 31, 2012, approximately 89% and 98%, respectively, of costs related to these two initiatives had been recognized. The remaining costs largely consist of the amortization of transition payments that have been made in connection with these two conversions for the retention of advisors and financial institutions that are expected to be recognized into earnings by December 2014.

(e)

Represents expenses incurred for the year ended December 31, 2012, resulting from the early extinguishment and repayment of amounts under the prior senior secured credit facilities, 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 establishment of the new senior secured credit facilities.

(f)

Represents equity issuance and offering costs incurred in the twelve months ended December 31, 2012 and 2011, 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. In addition, results for the year ended December 31, 2012 include a $3.9 million charge relating to the late deposit of withholding taxes related to the exercise of certain non-qualified stock options in connection with the Company's 2010 initial public offering.

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(g)

Results for the three and twelve months ended December 31, 2012, include $4.7 million and $7.0 million, respectively, for consulting services and technology development aimed at enhancing the Company's performance in support of its advisors while creating operating efficiencies. During the fourth quarter of 2012, the Company recorded an asset impairment charge of $4.0 million for certain fixed assets related to internally developed software that were determined to have no estimated fair value. Remaining costs relate to 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 twelve months ended December 31, 2012 and 2011, net of the federal tax benefit.

(i)

Represents the after-tax expense of non-qualified stock options for which the Company receives a tax deduction upon exercise, restricted stock awards for which the Company receives a tax deduction upon vesting, and the full expense impact of incentive stock options granted to employees that have vested and qualify for preferential tax treatment and conversely, for which the Company does not receive a tax deduction. Share-based compensation for vesting of incentive stock options was $1.3 million and $1.5 million, respectively, for the three months ended December 31, 2012 and 2011. For the year ended December 31, 2012 and 2011, share-based compensation for vesting of incentive stock options was $6.1 million and $5.8 million, respectively.

(j)

Represents the after-tax expense of acquisition and related costs for which the Company receives a tax deduction. The year ended December 31, 2012 included a $5.7 million reduction of expense relating to the fair value of contingent consideration for the stock acquisition of Concord Wealth Management ("Concord"), that is not deductible for tax purposes and that the Company does not consider to be indicative of its core performance.

(k)

Represents the after-tax expense of equity issuance and offering costs related to the closing of a secondary offering that occurred in the second quarter of 2012, and the closing of a secondary offering that occurred in the second quarter of 2011. Results for the year ended December 31, 2012 include the full expense impact of a $3.9 million charge relating to the late deposit of withholding taxes related to the exercise of certain non-qualified stock options in connection with the Company's 2010 initial public offering, which is not deductible for tax purposes.

(l)	Represents the expected tax benefit available to the Company from the accumulated net operating losses of Concord that arose prior to its acquisition by the Company; such benefits were recorded in the third quarter of 2012.

(m)	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:

(n)	Included within the weighted average share count for the three and twelve months ended December 31, 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 twelve months ended December 31, 2011.

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