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 were $394.0 billion as of March 31, 2013, up 11.3% compared to $354.1 billion as of March 31, 2012. Key drivers of this trend include:

◦	Advisory assets in the Company's fee-based platforms were $130.2 billion at March 31, 2013, up 17.5% from $110.8 billion at March 31, 2012.

◦	Net new advisory assets, which exclude market movement, were $3.0 billion for the first quarter of March 31, 2013. Growth in net new advisory assets was primarily driven by strong advisor productivity and the growth in Independent RIA assets.

•	Accelerated Rate of Revenue Growth. Net revenue for the first quarter of 2013 increased 8.1% to $974.8 million from $901.8 million in the prior year.

◦	Commission revenue increased 4.7% for the first quarter of 2013 compared to the prior year period reflecting the improvement in advisor productivity and strong market performance.

◦	Advisory revenue increased 12.1% for the first quarter of 2013 compared to the prior year period, driven by strong net new advisory asset flows and overall improving market levels.

◦	Recurring revenue, a statistical measure reflecting the level of stability in the Company's performance, represented 65.4% of net revenue for the first quarter of 2013.

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Decline in Cash Sweep Revenue. Revenue generated from the Company's cash sweep programs decreased 8.4% to $31.5 million in the first quarter of 2013 compared to $34.4 million in the prior year period even as average cash balances grew from $21.5 billion to $23.1 billion. An increase in the effective federal funds rate, which averaged 0.14% in the first quarter of 2013 compared to 0.10% in the prior year period, was offset by fee compression as a result of ICA contract repricing and a decline in money market fund fees.

•	Remaining on Track with our Service Value Commitment. The Company expects to recognize total costs of approximately $65 million through 2014 related to this program. 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.

◦	The Company incurred $5 million of expense in the first quarter of 2013 primarily for services provided by outside consultants. In the near-term, the Company anticipates incurring $6 million to $8 million in expense in the second quarter of 2013, and remains on track to incur approximately $40 million for the entire year.

•	Continued Share Repurchase Activity. The Company spent $4.9 million in the first quarter to buy back 0.2 million shares, at a weighted average price per share of $31.69, which reduced its weighted average share count for calculating diluted earnings per share to 107.3 million shares for the first quarter of 2013.

•	Approved Quarterly Dividend. The Company's Board of Directors declared a cash dividend of $0.135 per share of the Company's common stock, to be paid on May 20, 2013 to all shareholders of record on May 6, 2013. The declarations of future quarterly dividends, as well as the timing of record and payment dates, remain subject to approval by the Board.

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•	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 72.3% to $46.7 billion as of March 31, 2013, encompassing 199 RIA firms, compared to $27.1 billion and 152 RIA firms as of March 31, 2012.

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Expanding Retirement Capabilities. The Company launched Worksite Financial Solutions, a platform that will enable retirement plan sponsors and advisors to better address the needs of plan participants throughout their financial lives, from the date of hire to separation and beyond. In addition, LPL Financial introduced the Retirement Partners Group, an exclusive network of highly experienced advisors who focus primarily on advising retirement plans for small to large companies. These advisors have demonstrated significant achievement within the retirement plan arena, and we will provide them and their clients with resources and strategies for the increasingly complex field of retirement plans.

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Enhancing Consulting Services for Bank and Credit Union Advisors. LPL Financial forged a strategic partnership with EPIC Platforms, Inc., which provides consulting services and turnkey solutions to design, build and support licensed branch employee ("LBE") programs, to create one of the bank and credit union industry's most comprehensive LBE support programs. This enhanced LBE support program is targeted at helping increase productivity, household penetration and wallet share among investment programs of financial institutions supported by LPL Financial's Institution Services business.

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LPL Financial Receives Advisory Solutions Marketing Program of the Year Award. The Money Management Institute ("MMI"), a leading national organization for the advisory solutions industry, awarded LPL Financial the Advisory Solutions Marketing Program of the Year Award, in recognition of the company's Advisor University program. For the past several years, this program has been the premier platform through which to deliver fee-based Advisory platform marketing and promotional messages in an interactive and engaging way.

•	Industry Recognition of our Advisors. Recently, several leading financial publications have honored advisors affiliated with LPL Financial for their outstanding performance and service.

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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.

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

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(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 and share-based compensation expense is 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 months ended March 31, 2013, approximately $1.0 million was recognized in earnings due to a net decrease in the estimated fair value of contingent consideration.

(d)

Represents organizational restructuring charges, conversion and other related costs incurred resulting from the expansion of the Service Value Commitment, 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 March 31, 2013, we have recognized approximately 8% of costs related to the expansion of the Service Value Commitment, which is expected to be completed in 2015. As of March 31, 2013, approximately 90% and 99% of costs related to the 2011 consolidation of UVEST and the 2009 consolidation of the Affiliated Entities, respectively, have been recognized. The remaining costs from the 2011 consolidation of UVEST and the 2009 consolidation of the Affiliated Entities 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 in March 2012, resulting from the early extinguishment and repayment of amounts outstanding under the prior senior secured credit facilities, including the write-off of $16.5 million of unamortized debt issuance costs that had 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 current senior secured credit facilities.

(f)	Generally, represents certain excise and other taxes. Results for the three months ended March 31, 2013 include $2.7 million of severance and termination benefits related to a change in management structure that have been excluded from the presentation of Adjusted EBITDA.

(g)	Generally, EBITDA Adjustments and amortization of purchased intangible assets have been tax effected using a federal rate of 35% and the applicable effective state rate, which was 3.30%, net of the federal tax benefit, for the three months ended March 31, 2013 and 2012, except as noted in Notes (h) and (i) in this table.

(h)

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, shares awarded to employees under the ESPP for which we receive a tax deduction 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 expense for vesting of incentive stock options was $1.2 million and $1.6 million for the three months ended March 31, 2013 and 2012, respectively.

(i)	Represents the after-tax expense of acquisition and related costs for which the Company receives a tax deduction. In addition, the results for the three months ended March 31, 2013 reflect a $3.8 million reduction of expense related to the estimated fair value of contingent consideration for the stock acquisition of Concord Capital Partners, Inc., which is not deductible for tax purposes.

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(j)	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:

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