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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•	Earnings per share ("EPS") decreased 7% year-over-year to $0.52, up 13% sequentially.

◦	This includes a charge related to the March 2017 debt refinancing that reduced EPS by $0.14. Excluding this charge, EPS was $0.66, up 18% year-over-year.

◦	Net Income decreased 4% year-over-year to $48 million, up 15% sequentially. Excluding the debt refinancing charge, Net Income was $61 million, up 21% year-over-year.

•	Total Brokerage and Advisory Assets increased 11% year-over-year to $530 billion, up 4% sequentially.

•	Total Net New Assets were an inflow of $2.6 billion, translating to a 2% annualized growth rate.

◦	Net new advisory assets were an inflow of $6.0 billion, translating to an 11% annualized growth rate.

◦	Net new brokerage assets were an outflow of $3.4 billion, translating to a (5%) annualized rate.

◦	Advisor count decreased to 14,354, down 23 sequentially and up 261 year-over-year.

◦	Excluding anticipated departures announced in our Q4 2016 earnings call, total net new assets were an inflow of $6.5 billion, net new advisory assets were an inflow of $7.1 billion, net new brokerage assets were an outflow of $0.6 billion, and advisor count increased by 95.

•	Gross Profit** increased 6% year-over-year to $376 million, up 8% sequentially.

•	EBITDA** increased 11% year-over-year to $152 million, up 28% sequentially.

◦	EBITDA as a percentage of Gross Profit was 40.4%, up from 38.5% a year ago, and up from 34.4% sequentially.

◦	Core G&A** increased 1% year-over-year to $177 million, down 2% sequentially.

•	Completed a $2.2 billion leverage-neutral debt refinancing on March 10, 2017.

•	Restarted share repurchases, buying 567 thousand shares for $22 million at an average price of $39.68.

•	Maintained 2017 Core G&A** outlook range of $710 to $725 million.

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•	S&P 500 index ended the quarter at 2,363, up 6% sequentially. The S&P 500 index averaged 2,326 during the quarter, up 6% sequentially.

•	Federal Funds Daily Effective Rate (“FFER”) averaged 70 bps during the quarter, up 25 bps sequentially.

•	Production retention rate was 95.4%. Excluding anticipated departures announced on the Company’s Q4 2016 earnings call, production retention was 97.6%.

•	Gross profit increased 8% sequentially, primarily driven by increased cash sweep and transaction and fee revenue, and seasonally lower payout rate.

•	Core G&A expenses decreased 2% sequentially, primarily driven by lower seasonal expenses.

•	Promotional expenses increased 3% sequentially, primarily driven by higher conference-related expenses.

•	Results include $21 million in loss on extinguishment of debt related to the Company’s debt refinancing that closed on March 10, 2017.

•	The Company's tax rate was 36.0%, below its typical range. A new accounting standard for share-based compensation went into effect in Q1, and stock option exercises in the quarter decreased its effective tax rate.

•	Completed $2.2 billion leverage-neutral debt refinancing on March 10, 2017. Results included extended debt maturities, reduced interest rates, expanded capacity on the revolving credit facility, and the Company no longer has term loan B financial maintenance covenants.

•	Credit Agreement Net Leverage Ratio, which now only applies to the revolving credit facility, was 3.32x, down 0.11x from the prior quarter.

◦	After applying $300 million of cash available for corporate use to Credit Agreement Net Debt, this left an additional $251 million of cash, which if applied to the debt, would further reduce the Credit Agreement Net Leverage Ratio to 2.88x.

◦	The Company maintained its target range for its Credit Agreement Net Leverage Ratio at 3.25 to 3.5 times.

•	Returned capital to shareholders totaling $45 million or $0.49 per share.

◦	Repurchased 567 thousand shares for $22 million, at an average price of $39.68 per share.

◦	Dividends were $23 million, paid on March 24, 2017. For the second quarter, the Company’s Board of Directors has declared a 25 cent quarterly dividend to be paid on May 25, 2017 to shareholders of record as of May 15, 2017.

•	Capital expenditures were $31 million, primarily driven by technology investments.

•	Cash available for corporate use was $551 million as of quarter-end.

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(a)	The Revolving Credit Facility has a borrowing capacity of $500 million.

(b)	The LIBOR rate option is one-, two-, three- or six-month LIBOR rate and subject to an interest rate floor of 0 basis points.

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(1)	The information presented on pages 9-17 includes non-GAAP financial measures and operational and performance metrics. For more information on non-GAAP measures, please see the section titled “Non-GAAP Financial Measures” on page 3.

(2)	GDC, or gross dealer concessions, a financial measure, is equal to the sum of Commission and Advisory revenues.

(3)	Cash sweep revenues consist of fees from the Company’s cash sweep program, specifically a money market sweep vehicle involving money market fund providers and two insured bank deposit sweep vehicles (see FNs 14, 15, and 16). Cash sweep revenues are a component of asset-based revenues and are derived from the Company’s Unaudited Condensed Consolidated Statements of Income.

(4)	Other asset-based revenues consist of revenues from the Company’s sponsorship programs with financial product manufacturers and omnibus processing and networking services, but not including fees from cash sweep programs. Other asset-based revenues are a component of asset-based revenues and are derived from the Company’s Unaudited Condensed Consolidated Statements of Income.

(5)	Other revenues consists of interest income as well as other revenues, as presented on the Company’s Unaudited Condensed Consolidated Statements of Income.

(6)	Gross Profit is a non-GAAP measure. Please see a description of Gross Profit under “Non-GAAP Financial Measures” on page 3 of this release for additional information.

(8)	Regulatory charges consist of items that the Company’s management relates to the resolution of regulatory issues (including remediation, restitution, and fines).

(9)	Promotional expenses include costs related to hosting of advisor conferences, business development costs related to recruiting, such as transition assistance, and amortization related to forgivable loans issued to advisors.

(10)	Employee share-based compensation expense 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.

(11)	Brokerage Assets is a component of Total Brokerage and Advisory Assets (see FN 13) and consists of assets serviced by advisors licensed with the Company’s broker-dealer subsidiary LPL Financial LLC (“LPL Financial”) 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.

(12)	Advisory Assets is a component of Total Brokerage and Advisory Assets (see FN 13) and consists of advisory assets under management on LPL Financial’s corporate advisory platform (see FN 24) and Hybrid RIA assets in advisory accounts custodied at LPL Financial (see FN 25).

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(13)	End of period Total Brokerage and Advisory 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, Deposit Cash Account and Money Market Account Balances are also included in Total Brokerage and Advisory Assets.

(14)	Insured Cash Account Balances represents advisors’ clients’ account balances in one of LPL Financial’s two insured bank deposit sweep vehicles at the end of the reporting period. These accounts are available to individuals, trusts (where beneficiaries are natural persons), and sole proprietorships, and these assets are included in Total Brokerage and Advisory Assets (see FN 13).

(15)	Deposit Cash Account Balances represents advisors’ clients’ account balances in one of LPL Financial’s two insured bank deposit sweep vehicles at the end of the reporting period. These accounts are available only to advisory individual retirement accounts (IRAs), and these assets are included in Total Brokerage and Advisory Assets (see FN 13)

(16)	Money Market Account Cash Balances represents advisors’ clients’ account balances in money market fund providers at the end of the reporting period. These assets are included in Total Brokerage and Advisory Assets (see FN 13).

(17)	Represents the sum of Insured Cash Account Balances, Deposit Cash Account Balances, and Money Market Account Cash Balances, which together comprise end of period assets in the Company’s cash sweep program. These assets are included in Total Brokerage and Advisory Assets (see FN 13).

(18)	Net New Advisory Assets consists of total client deposits into advisory accounts less total client withdrawals from advisory accounts. We consider conversions from and to brokerage accounts as deposits and withdrawals respectively.

(19)	Net New Brokerage Assets consists of total client deposits into brokerage accounts less total client withdrawals from brokerage accounts. We consider conversions from and to advisory accounts as deposits and withdrawals respectively.

(20)	Total Net New Assets is equal to the sum of Net New Advisory Assets and Net New Brokerage Assets.

(21)	Net Brokerage to Advisory Conversions consists of existing custodied assets that converted from brokerage to advisory, less existing custodied assets that converted from advisory to brokerage. Conversions to/from brokerage and advisory are undertaken when appropriate for investors.

(22)	Advisory NNA Annualized Growth is calculated as the Net New Advisory Assets as of the end of a period divided by Advisory Assets as of the end of the immediately preceding period and multiplying by four.

(23)	Total NNA Annualized Growth is calculated as the Total Net New Assets as of an end of the period divided by Total Brokerage and Advisory Assets as of the end of the immediately preceding period and multiplying by four.

(24)

Total Corporate Assets represents the sum of total brokerage assets serviced by advisors who are licensed with LPL Financial but not associated with Hybrid RIAs (see FN 25); and total advisory assets managed on LPL Financial's corporate advisory platform by advisors who are registered investment advisory representatives of LPL Financial. Total Corporate Assets are custodied, networked, and non-networked with the Company, and reflect market movement in addition to new assets, inclusive of new business development and net of attrition.

(25)

The Company serves independent RIAs that conduct their advisory business through separate entities (“Hybrid RIAs”) operating pursuant to the Investment Advisers Act of 1940 or through their respective states' investment advisory licensing rules, rather than through LPL Financial. Advisors associated with Hybrid RIAs pay fees to access LPL Financial’s Hybrid RIA platform for an integrated offering of technology, clearing, compliance, and custody services to Hybrid RIAs. Most financial advisors associated with Hybrid RIAs carry their brokerage license with LPL Financial, although some financial advisors associated with Hybrid RIAs do not carry a brokerage license through LPL Financial. Total Hybrid Platform Assets consist of assets managed or serviced by advisors associated with a Hybrid RIA firm that are custodied, networked, and non-networked with LPL Financial, and reflect market movement in addition to new assets, inclusive of new business development and net of attrition. This measure does not include assets managed by Hybrid RIAs that are custodied with a third-party custodian.

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(26)

Total Brokerage and Advisory Retirement Assets are a component of Total Brokerage and Advisory Assets (see FN 13), and consist of retirement plan assets held in advisory and brokerage accounts that are custodied, networked, and non-networked at LPL Financial, and reflect market movement in addition to new assets, inclusive of new business development and net of attrition. This measure does not include additional retirement plan assets serviced by advisors through either LPL Financial or Hybrid RIAs for which we receive no reporting feed. Including those plans for which we receive no reporting feed, we estimate the total assets in retirement plans supported to be approximately $135 billion.

(27)	With respect to the applicable cash sweep vehicle (Insured Cash Account, Deposit Cash Account and/or Money Market Account), reflects the average fee yield over the period, as calculated by dividing total fee revenue received from such vehicle by the average end of day balance level during the quarter in such vehicle.

(28)	The Company's base payout rate is calculated as commission and advisory expenses, divided by GDC (see FN 2).

(29)	Non-GDC Sensitive Payout, a statistical or operating measure, includes share-based compensation expense from equity awards granted to advisors and financial institutions (see FN 31) and mark-to-market gains or losses on amounts designated by advisors as deferred.

(30)	Credit Agreement EBITDA is a non-GAAP measure. Please see a description of Credit Agreement EBITDA under “Non-GAAP Financial Measures” on page 4 of this release for additional information.

(31)	Advisor share-based compensation expense represents share-based compensation for the stock options and warrants awarded to advisors and financial institutions based on the fair value of the awards at each reporting period.

(32)	Other represents items that are adjustable in accordance with the Credit Agreement to calculate Credit Agreement EBITDA, including employee severance costs, employee signing costs, employee retention or completion bonuses, and other non-recurring costs.

(33)	Consists of cash unrestricted by the Credit Agreement and other regulations available for operating, investing, and financing uses.

(34)	Parent refers to LPL Holdings, Inc., a direct subsidiary of the Company, which is the Borrower under the Credit Agreement.

(35)	Under the Credit Agreement, management calculates Credit Agreement EBITDA for a four-quarter period at the end of each fiscal quarter, and in so doing may make further adjustments to prior quarters.

(36)	Credit Agreement Net Leverage Ratio is calculated in accordance with the Credit Agreement, which includes a maximum of $300 million of cash available for corporate use.

(37)	Custom Clearing Service Subscribers are financial advisors who are affiliated and licensed with insurance companies that receive customized clearing services, advisory platforms, and technology solutions from the Company.

(38)	A simple average advisor count is used to calculate "per advisor" metrics by taking the average advisor count from the current period and sequential period. The calculation uses the average advisor count at the beginning and the end of period, and excludes Custom Clearing Service Subscribers (see FN 37).

(39)	Based on end of period Total Brokerage and Advisory Assets (see FN 13) divided by end of period Advisor count.

(40)

Transition assistance consists of payments to newly recruited advisors and financial institutions to assist in the transition process. Smaller advisor practices receive payments that are charged to earnings in the current period, whereas larger advisor practices and financial institutions typically receive transition assistance in the form of forgivable loans or recoverable advances that are generally amortized into earnings over a period of three to five years. Transition assistance loan amortization represents the amortizable amount of forgivable loans or recoverable advances that are charged to earnings in the period presented.

(41)	Based on annualized advisory revenues divided by corporate advisory assets at the prior quarter's end (corporate advisory assets is defined as total Advisory Assets (see FN 12) less Hybrid Platform Advisory Assets (see FN 25)).

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(42)

Represents annualized operating expenses for the period, excluding production-related expense, divided by Total Brokerage and Advisory Assets (see FN 13) for the period. Production-related expense includes commissions and advisory expense and brokerage, clearing and exchange expense.  For purposes of this metric, operating expenses includes include Core G&A (see FN 7), Regulatory (see FN 8), Promotional (see FN 9), Employee Share Based Compensation (see FN 10), Depreciation & Amortization, and Amortization of Intangible Assets.

(43)	Reflects retention of commission and advisory revenues, calculated by deducting the prior year production of the annualized year-to-date attrition rate, over the prior year total production.

(44)

Recurring Revenue Rate refers to the percentage of total net revenue that was recurring revenue for the quarter. The Company tracks recurring revenue, a characterization of net revenue and a statistical measure, which management defines to include revenues from asset-based fees, advisory fees, trailing commissions, cash sweep programs, and certain other fees that are based upon accounts and advisors. Because certain recurring revenues are associated with asset balances, they will fluctuate depending on the market values and current interest rates. Accordingly, recurring revenue can be negatively impacted by adverse external market conditions. However, management believes that recurring revenue is meaningful despite these fluctuations because it is not dependent upon transaction volumes or other activity-based revenues, which are more difficult to predict, particularly in declining or volatile markets.

(45)	Capital Allocation per Share equals the amount of capital allocated for share repurchases and cash dividends divided by the diluted weighted-average shares outstanding.