LPL Financial Holdings Inc. (Nasdaq: LPLA) (the “Company”) today announced results for its second quarter ended June 30, 2024, reporting net income of $244 million, or $3.23 per share. This compares with $286 million, or $3.65 per share, in the second quarter of 2023 and $289 million, or $3.83 per share, in the prior quarter.

"Over the past quarter, we remained focused on our mission of taking care of our advisors, so they can take care of their clients," said Dan Arnold, President and CEO. "This focus led to another quarter of solid business and financial results, reinforcing our momentum and the building appeal of our model. As we look ahead, we remain committed to delivering an industry-leading value proposition to advisors, as we strive to become the leader across the advisor-mediated marketplace."

"We delivered another quarter of solid results," said Matt Audette, CFO and Head of Business Operations. "We recorded strong organic growth across our affiliation models, closed the acquisition of Crown Capital, continued to build momentum in our Liquidity & Succession solution, and are preparing to onboard the wealth management businesses of Prudential Financial and Wintrust Financial. As we look ahead, our business momentum and financial strength position us well to continue creating long-term shareholder value."

Dividend Declaration

The Company's Board of Directors declared a $0.30 per share dividend to be paid on August 23, 2024 to all stockholders of record as of August 9, 2024.

Conference Call and Additional Information

The Company will hold a conference call to discuss its results at 5:00 p.m. ET on Thursday, July 25, 2024. The conference call will be available for replay at investor.lpl.com/events.

Contacts

Investor Relationsinvestor.relations@lplfinancial.com

Media Relationsmedia.relations@lplfinancial.com

About LPL Financial

LPL Financial Holdings Inc. (Nasdaq: LPLA) was founded on the principle that the firm should work for advisors and institutions, and not the other way around. Today, LPL is a leader in the markets we serve(5), serving more than 23,000 financial advisors, including advisors at approximately 1,000 institutions and at approximately 580 registered investment advisor ("RIA") firms nationwide. We are steadfast in our commitment to the advisor-mediated model and the belief that Americans deserve access to personalized guidance from a financial professional. At LPL, independence means that advisors and institution leaders have the freedom they deserve to choose the business model, services, and technology resources that allow them to run a thriving business. They have the flexibility to do business their way. And they have the freedom to manage their client relationships, because they know their clients best. Simply put, we take care of our advisors and institutions, so they can take care of their clients.

Securities and Advisory services offered through LPL Financial LLC ("LPL Financial"), a registered investment advisor. Member FINRA/SIPC. LPL Financial and its affiliated companies provide financial services only from the United States.

Throughout this communication, the terms "financial advisors" and "advisors" are used to refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial.

We routinely disclose information that may be important to shareholders in the "Investor Relations" or "Press Releases" section of our website.

Forward-Looking Statements

This press release contains statements regarding:

  • the amount and timing of the onboarding of acquired, recruited or transitioned brokerage and advisory assets, including Atria, Prudential Financial, Inc. ("Prudential") and Wintrust Financial Corporation ("Wintrust");
  • the amount and timing of offboarding of client assets associated with the planned separation of misaligned large OSJs;
  • the Company's future financial and operating results, growth, plans, priorities and business strategies, including forecasts and statements related to the Company's core G&A expenses and client cash programs; and
  • future capabilities, future advisor service experience, future investments and capital deployment, including share repurchase activity and dividends, if any, and long-term shareholder value.

These and any other statements that are not related to present facts or current conditions, or that are not purely historical, constitute forward-looking statements. They reflect the Company's expectations and objectives as of July 25, 2024 and are not guarantees that expectations or objectives expressed or implied will be achieved. The achievement of such expectations and objectives involves risks and uncertainties that may cause actual results, levels of activity or the timing of events to differ materially from those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include:

  • the failure to satisfy the closing conditions applicable to the Company's strategic relationship agreements with Prudential and Wintrust, or the Company's purchase agreement with Atria, including regulatory approvals;
  • difficulties and delays in onboarding the assets of acquired, recruited or transitioned advisors, including the receipt and timing of regulatory approvals that may be required;
  • disruptions in the businesses of the Company that could make it more difficult to maintain relationships with advisors and their clients;
  • the choice by clients of acquired or recruited advisors not to open brokerage and/or advisory accounts at the Company;
  • the negotiation of definitive terms of separation with misaligned large OSJs;
  • changes in general economic and financial market conditions, including retail investor sentiment;
  • changes in interest rates and fees payable by banks participating in the Company's client cash programs, including the Company's success in negotiating agreements with current or additional counterparties;
  • the Company's strategy and success in managing client cash program fees;
  • fluctuations in the levels of advisory and brokerage assets, including net new assets, and the related impact on revenue;
  • effects of competition in the financial services industry and the success of the Company in attracting and retaining financial advisors and institutions, and their ability to market financial products and services effectively;
  • whether the retail investors served by newly-recruited advisors choose to move their respective assets to new accounts at the Company;
  • changes in the growth and profitability of the Company's fee-based offerings;
  • the effect of current, pending and future legislation, regulation and regulatory actions, including disciplinary actions imposed by federal and state regulators and self-regulatory organizations;
  • the cost of settling and remediating issues related to regulatory matters or legal proceedings, including actual costs of reimbursing customers for losses in excess of our reserves;
  • the SEC's approval of the settlement agreement in connection with the settlement of the industry-wide civil investigation into compliance with records preservation requirements for business-related electronic communications stored on personal devices applicable to broker-dealer firms and investment advisors;
  • changes made to the Company’s services and pricing, including in response to competitive developments and current, pending and future legislation, regulation and regulatory actions, and the effect that such changes may have on the Company’s gross profit streams and costs;
  • execution of the Company's capital management plans, including its compliance with the terms of the Company's amended and restated credit agreement, the committed revolving credit facility and LPL Financial's committed revolving credit facility, and the indentures governing the Company's senior unsecured notes;
  • strategic acquisitions and investments, including pursuant to the Company’s Liquidity & Succession solution, and the effect that such acquisitions and investments may have on the Company’s capital management plans and liquidity;
  • the price, availability and trading volumes of shares of the Company's common stock, which will affect the timing and size of future share repurchases by the Company, if any;
  • the execution of the Company's plans and its success in realizing the synergies, expense savings, service improvements or efficiencies expected to result from its investments, initiatives and acquisitions, expense plans and technology initiatives;
  • whether advisors affiliated with Atria, Prudential, and Wintrust will transition registration to the Company and whether assets reported as serviced by such financial advisors will translate into assets of the Company;
  • the performance of third-party service providers to which business processes have been transitioned;
  • the Company's ability to control operating risks, information technology systems risks, cybersecurity risks and sourcing risks; and
  • the other factors set forth in the Company's most recent Annual Report on Form 10-K, as may be amended or updated in the Company's Quarterly Reports on Form 10-Q or other filings with the Securities and Exchange Commission. 

Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this earnings release, and you should not rely on statements contained herein as representing the Company's view as of any date subsequent to the date of this press release.

LPL Financial Holdings Inc.Condensed Consolidated Statements of Income(In thousands, except per share data)(Unaudited)

  Three Months Ended   Three Months Ended  
  June 30, March 31,   June 30,  
  2024 2024 Change 2023 Change
REVENUE          
Advisory $ 1,288,163 $ 1,199,811 7 % $ 1,014,565 27 %
Commission:          
Sales-based   423,070   385,235 10 %   298,961 42 %
Trailing   363,976   361,211 1 %   323,925 12 %
  Total commission   787,046   746,446 5 %   622,886 26 %
Asset-based:          
Client cash   341,475   352,382 (3 %)   378,415 (10 %)
Other asset-based   259,533   248,339 5 %   211,300 23 %
  Total asset-based   601,008   600,721 %   589,715 2 %
Service and fee   135,000   132,172 2 %   123,122 10 %
Transaction   58,935   57,258 3 %   46,936 26 %
Interest income, net   47,478   43,525 9 %   37,972 25 %
Other   14,139   52,660 (73 %)   33,608 (58 %)
  Total revenue   2,931,769   2,832,593 4 %   2,468,804 19 %
EXPENSE          
Advisory and commission   1,819,027   1,733,487 5 %   1,448,763 26 %
Compensation and benefits   274,000   274,369 %   231,680 18 %
Promotional   136,125   126,619 8 %   102,565 33 %
Depreciation and amortization   70,999   67,158 6 %   58,377 22 %
Occupancy and equipment   69,529   66,264 5 %   65,005 7 %
Interest expense on borrowings   64,341   60,082 7 %   44,842 43 %
Brokerage, clearing and exchange   32,984   30,532 8 %   29,148 13 %
Amortization of other intangibles   30,607   29,552 4 %   26,741 14 %
Professional services   22,100   13,279 66 %   18,092 22 %
Communications and data processing   19,406   19,744 (2 %)   20,594 (6 %)
Other   62,580   37,315 68 %   34,178 83 %
  Total expense   2,601,698   2,458,401 6 %   2,079,985 25 %
INCOME BEFORE PROVISION FOR INCOME TAXES   330,071   374,192 (12 %)   388,819 (15 %)
PROVISION FOR INCOME TAXES   86,271   85,428 1 %   103,299 (16 %)
NET INCOME $ 243,800 $ 288,764 (16 %) $ 285,520 (15 %)
EARNINGS PER SHARE          
Earnings per share, basic $ 3.26 $ 3.87 (16 %) $ 3.70 (12 %)
Earnings per share, diluted $ 3.23 $ 3.83 (16 %) $ 3.65 (12 %)
Weighted-average shares outstanding, basic   74,725   74,562 %   77,234 (3 %)
Weighted-average shares outstanding, diluted   75,548   75,463 %   78,194 (3 %)
                     

LPL Financial Holdings Inc.Condensed Consolidated Statements of Income(In thousands, except per share data)(Unaudited)

  Six Months Ended  
  June 30,  
  2024 2023 Change
REVENUE      
Advisory $ 2,487,974 $ 1,968,622 26 %
Commission:      
Sales-based   808,305   585,033 38 %
Trailing   725,187   641,578 13 %
  Total commission   1,533,492   1,226,611 25 %
Asset-based:      
Client cash   693,857   796,690 (13 %)
Other asset-based   507,872   414,773 22 %
  Total asset-based   1,201,729   1,211,463 (1 %)
Service and fee   267,172   242,109 10 %
Transaction   116,193   95,871 21 %
Interest income, net   91,003   75,330 21 %
Other   66,799   66,630 %
  Total revenue   5,764,362   4,886,636 18 %
EXPENSE      
Advisory and commission   3,552,514   2,819,397 26 %
Compensation and benefits   548,369   465,213 18 %
Promotional   262,744   200,788 31 %
Depreciation and amortization   138,157   114,431 21 %
Occupancy and equipment   135,793   125,178 8 %
Interest expense on borrowings   124,423   84,026 48 %
Brokerage, clearing and exchange   63,516   55,274 15 %
Amortization of other intangibles   60,159   50,833 18 %
Communications and data processing   39,150   38,269 2 %
Professional services   35,379   32,312 9 %
Other   99,895   67,599 48 %
  Total expense   5,060,099   4,053,320 25 %
INCOME BEFORE PROVISION FOR INCOME TAXES   704,263   833,316 (15 %)
PROVISION FOR INCOME TAXES   171,699   208,912 (18 %)
NET INCOME $ 532,564 $ 624,404 (15 %)
EARNINGS PER SHARE      
Earnings per share, basic $ 7.13 $ 8.01 (11 %)
Earnings per share, diluted $ 7.05 $ 7.90 (11 %)
Weighted-average shares outstanding, basic   74,644   77,988 (4 %)
Weighted-average shares outstanding, diluted   75,529   79,083 (4 %)
             

LPL Financial Holdings Inc.Condensed Consolidated Statements of Financial Condition(In thousands, except share data)(Unaudited)

  June 30, 2024 March 31, 2024 December 31, 2023
ASSETS
Cash and equivalents $ 1,318,894   $ 1,102,270   $ 465,671  
Cash and equivalents segregated under federal or other regulations   1,530,150     1,610,996     2,007,312  
Restricted cash   109,618     114,006     108,180  
Receivables from clients, net   563,923     591,503     588,585  
Receivables from brokers, dealers and clearing organizations   74,432     103,236     50,069  
Advisor loans, net   1,757,727     1,573,774     1,479,690  
Other receivables, net   763,632     863,119     743,317  
Investment securities ($73,463, $43,428 and $76,088 at fair value at June 30, 2024, March 31, 2024 and December 31, 2023, respectively)   89,853     57,451     91,311  
Property and equipment, net   1,066,395     987,308     933,091  
Goodwill   1,860,062     1,840,972     1,856,648  
Other intangibles, net   783,031     690,767     671,585  
Other assets   1,586,010     1,482,137     1,390,021  
Total assets $ 11,503,727   $ 11,017,539   $ 10,385,480  
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:      
Client payables $ 1,963,988   $ 2,486,605   $ 2,266,176  
Payables to brokers, dealers and clearing organizations   212,394     190,419     163,337  
Accrued advisory and commission expenses payable   240,370     232,084     216,541  
Corporate debt and other borrowings, net   4,442,840     3,853,794     3,734,111  
Accounts payable and accrued liabilities   461,277     369,244     485,963  
Other liabilities   1,667,511     1,615,512     1,440,373  
Total liabilities   8,988,380     8,747,658     8,306,501  
STOCKHOLDERS’ EQUITY:      
Common stock, $0.001 par value; 600,000,000 shares authorized; 130,746,590, 130,704,541 shares and 130,233,328 shares issued at June 30, 2024, March 31, 2024 and December 31, 2023, respectively   131     131     130  
Additional paid-in capital   2,038,216     2,016,666     1,987,684  
Treasury stock, at cost — 55,985,188, 55,998,999 shares and 55,576,970 shares at June 30, 2024, March 31, 2024 and December 31, 2023, respectively   (4,101,955 )   (4,101,055 )   (3,993,949 )
Retained earnings   4,578,955     4,354,139     4,085,114  
Total stockholders’ equity   2,515,347     2,269,881     2,078,979  
Total liabilities and stockholders’ equity $ 11,503,727   $ 11,017,539   $ 10,385,480  
                   

LPL Financial Holdings Inc.Management's Statements of Operations(In thousands, except per share data)(Unaudited)

Certain information in this release is presented as reviewed by the Company’s management and includes information derived from the Company’s unaudited condensed consolidated statements of income, non-GAAP financial measures and operational and performance metrics. For information on non-GAAP financial measures, please see the section titled "Non-GAAP Financial Measures" in this release.

  Quarterly Results
  Q2 2024 Q1 2024 Change Q2 2023 Change
Gross Profit(6)          
Advisory $ 1,288,163   $ 1,199,811   7 % $ 1,014,565   27 %
Trailing commissions   363,976     361,211   1 %   323,925   12 %
Sales-based commissions   423,070     385,235   10 %   298,961   42 %
Advisory fees and commissions   2,075,209     1,946,257   7 %   1,637,451   27 %
Production-based payout(7)   (1,812,050 )   (1,686,332 ) 7 %   (1,419,659 ) 28 %
Advisory fees and commissions, net of payout   263,159     259,925   1 %   217,792   21 %
Client cash(8)   361,316     373,408   (3 %)   396,238   (9 %)
Other asset-based(9)   259,533     248,339   5 %   211,300   23 %
Service and fee   135,000     132,172   2 %   123,122   10 %
Transaction   58,935     57,258   3 %   46,936   26 %
Interest income, net(10)   27,618     22,482   23 %   20,136   37 %
Other revenue(11)   6,621     3,382   96 %   3,431   93 %
Total net advisory fees and commissions and attachment revenue   1,112,182     1,096,966   1 %   1,018,955   9 %
Brokerage, clearing and exchange expense   (32,984 )   (30,532 ) 8 %   (29,148 ) 13 %
Gross Profit(6)   1,079,198     1,066,434   1 %   989,807   9 %
           
G&A Expense          
Core G&A(12)   370,912     363,513   2 %   337,025   10 %
Regulatory charges   7,594     7,469   2 %   6,600   15 %
Promotional (ongoing)(13)(14)   147,830     132,311   12 %   106,535   39 %
Acquisition costs(14)   36,876     9,524   n/m   4,091   n/m
Employee share-based compensation   19,968     22,633   (12 %)   16,777   19 %
Total G&A   583,180     535,450   9 %   471,028   24 %
EBITDA(15)   496,018     530,984   (7 %)   518,779   (4 %)
Depreciation and amortization   70,999     67,158   6 %   58,377   22 %
Amortization of other intangibles   30,607     29,552   4 %   26,741   14 %
Interest expense on borrowings   64,341     60,082   7 %   44,842   43 %
INCOME BEFORE PROVISION FOR INCOME TAXES   330,071     374,192   (12 %)   388,819   (15 %)
PROVISION FOR INCOME TAXES   86,271     85,428   1 %   103,299   (16 %)
NET INCOME $ 243,800   $ 288,764   (16 %) $ 285,520   (15 %)
Earnings per share, diluted $ 3.23   $ 3.83   (16 %) $ 3.65   (12 %)
Weighted-average shares outstanding, diluted   75,548     75,463   %   78,194   (3 %)
Adjusted EBITDA(15) $ 532,894   $ 540,508   (1 %) $ 522,870   2 %
Adjusted EPS(16) $ 3.88   $ 4.21   (8 %) $ 3.94   (2 %)
                           

LPL Financial Holdings Inc.Operating Metrics(Dollars in billions, except where noted)(Unaudited)

  Q2 2024 Q1 2024 Change Q2 2023 Change
Market Drivers          
S&P 500 Index (end of period)   5,460     5,254   4 %   4,450   23 %
Russell 2000 Index (end of period)   2,048     2,125   (4 %)   1,889   8 %
Fed Funds daily effective rate (average bps)   533     533   —bps   499   34bps
           
Advisory and Brokerage Assets(17)          
Advisory assets $ 829.1   $ 793.0   5 % $ 661.6   25 %
Brokerage assets   668.7     647.9   3 %   578.6   16 %
Total Advisory and Brokerage Assets $ 1,497.8   $ 1,440.9   4 % $ 1,240.2   21 %
Advisory as a % of Total Advisory and Brokerage Assets   55.4 %   55.0 % 40bps   53.3 % 210bps
           
Assets by Platform          
Corporate advisory assets(18) $ 567.8   $ 537.6   6 % $ 442.1   28 %
Independent RIA advisory assets(18)   261.3     255.4   2 %   219.5   19 %
Brokerage assets   668.7     647.9   3 %   578.6   16 %
Total Advisory and Brokerage Assets $ 1,497.8   $ 1,440.9   4 % $ 1,240.2   21 %
           
Centrally Managed Assets          
Centrally managed assets(19) $ 126.9   $ 121.7   4 % $ 99.8   27 %
Centrally Managed as a % of Total Advisory Assets   15.3 %   15.3 % —bps   15.1 % 20bps
                       

LPL Financial Holdings Inc.Operating Metrics(Dollars in billions, except where noted)(Unaudited)

  Q2 2024 Q1 2024 Change Q2 2023 Change
Net New Assets (NNA)(20)          
Net new advisory assets $ 26.8   $ 16.2   n/m $ 18.1   n/m
Net new brokerage assets   7.2     0.5   n/m   3.6   n/m
Total Net New Assets $ 34.0   $ 16.7   n/m $ 21.7   n/m
           
Organic Net New Assets          
Organic net new advisory assets $ 26.6   $ 16.2   n/m $ 18.1   n/m
Organic net new brokerage assets   2.5     0.5   n/m   3.6   n/m
Total Organic Net New Assets $ 29.0   $ 16.7   n/m $ 21.7   n/m
           
Net brokerage to advisory conversions(21) $ 3.7   $ 3.6   n/m $ 2.2   n/m
Organic advisory NNA annualized growth(22)   13.4 %   8.8 % n/m   11.7 % n/m
Total organic NNA annualized growth(22)   8.1 %   4.9 % n/m   7.4 % n/m
           
Net New Advisory Assets(20)          
Corporate RIA net new advisory assets $ 23.4   $ 13.9   n/m $ 11.8   n/m
Independent RIA net new advisory assets   3.4     2.3   n/m   6.4   n/m
Total Net New Advisory Assets $ 26.8   $ 16.2   n/m $ 18.1   n/m
Centrally managed net new advisory assets(20) $ 4.4   $ 3.6   n/m $ 2.0   n/m
           
Net buy (sell) activity(23) $ 39.3   $ 37.8   n/m $ 32.3   n/m
                       

Note: Totals may not foot due to rounding.

LPL Financial Holdings Inc.Client Cash Data(Dollars in thousands, except where noted)(Unaudited)

  Q2 2024 Q1 2024 Change Q2 2023 Change
Client Cash Balances (in billions)(24)          
Insured cash account sweep $ 31.0   $ 32.6   (5 %) $ 36.0   (14 %)
Deposit cash account sweep   9.2     9.2   %   9.5   (3 %)
Total Bank Sweep   40.2     41.8   (4 %)   45.5   (12 %)
Money market sweep   2.3     2.4   (4 %)   2.3   %
Total Client Cash Sweep Held by Third Parties   42.5     44.2   (4 %)   47.9   (11 %)
Client cash account (CCA)(25)   1.5     2.1   (29 %)   1.7   (12 %)
Total Client Cash Balances $ 44.0   $ 46.3   (5 %) $ 49.6   (11 %)
Client Cash Balances as a % of Total Assets   2.9 %   3.2 % (30bps)   4.0 % (110bps)
                       

Note: Totals may not foot due to rounding.

  Three Months Ended
  June 30, 2024 March 31, 2024 June 30, 2023
Interest-Earnings Assets Average Balance (in billions) Revenue Net Yield (bps)(26) Average Balance (in billions) Revenue Net Yield (bps)(26) Average Balance (in billions) Revenue Net Yield (bps)(26)
Insured cash account sweep $ 31.7 $ 250,804 318 $ 33.2 $ 266,792 323 $ 36.9 $ 296,994 322
Deposit cash account sweep   9.0   89,070 399   8.9   83,978 378   9.6   79,612 333
Total Bank Sweep   40.7   339,874 336   42.1   350,770 335   46.5   376,606 325
Money market sweep   2.3   1,601 28   2.3   1,612 28   2.5   1,809 30
Total Client Cash Held By Third Parties   43.0   341,475 320   44.4   352,382 319   49.0   378,415 310
Client cash account (CCA)(25)   1.7   19,841 472   1.8   21,026 467   1.6   17,823 441
Total Client Cash   44.7   361,316 326   46.2   373,408 325   50.6   396,238 314
Margin receivables   0.5   10,521 889   0.5   10,249 890   0.5   10,133 865
Other interest revenue   1.3   17,097 545   0.9   12,233 535   0.8   10,003 490
Total Client Cash and Interest Income, Net $ 46.5 $ 388,934 337 $ 47.6 $ 395,890 334 $ 51.9 $ 416,374 322
                               

Note: Totals may not foot due to rounding.

LPL Financial Holdings Inc.Monthly Metrics(Dollars in billions, except where noted)(Unaudited)

  June 2024 May 2024 Change April 2024 March 2024
Advisory and Brokerage Assets(17)          
Advisory assets $ 829.1 $ 809.4 2 % $ 775.5   $ 793.0
Brokerage assets   668.7   655.0 2 %   637.5     647.9
Total Advisory and Brokerage Assets $ 1,497.8 $ 1,464.4 2 % $ 1,413.0   $ 1,440.9
           
Net New Assets (NNA)(20)          
Net new advisory assets $ 9.2 $ 9.9 n/m $ 7.6   $ 7.5
Net new brokerage assets   1.6   1.3 n/m   4.3     0.4
Total Net New Assets $ 10.8 $ 11.2 n/m $ 12.0   $ 7.9
Net brokerage to advisory conversions(21) $ 1.2 $ 1.2 n/m $ 1.2   $ 1.3
           
Organic Net New Assets (NNA)          
Net new advisory assets $ 9.2 $ 9.9 n/m $ 7.4   $ 7.5
Net new brokerage assets   1.6   1.3 n/m   (0.4 )   0.4
Total Organic Net New Assets $ 10.8 $ 11.2 n/m $ 7.0   $ 7.9
           
Client Cash Balances(24)          
Insured cash account sweep $ 31.0 $ 31.8 (3 %) $ 32.5   $ 32.6
Deposit cash account sweep   9.2   9.0 2 %   9.1     9.2
Total Bank Sweep   40.2   40.8 (1 %)   41.6     41.8
Money market sweep   2.3   2.3 %   2.3     2.4
Total Client Cash Sweep Held by Third Parties   42.5   43.1 (1 %)   43.8     44.2
Client cash account (CCA)(25)   1.5   1.3 15 %   1.9     2.1
Total Client Cash Balances $ 44.0 $ 44.5 (1 %) $ 45.7   $ 46.3
           
Net buy (sell) activity(23) $ 12.1 $ 15.0 n/m $ 12.3   $ 12.9
           
Market Drivers          
S&P 500 Index (end of period)   5,460   5,278 3 %   5,036     5,254
Russell 2000 Index (end of period)   2,048   2,070 (1 %)   1,974     2,125
Fed Funds effective rate (average bps)   533   533 —bps   533     533
                     

Note: Totals may not foot due to rounding.

LPL Financial Holdings Inc.Financial Measures(Dollars in thousands, except where noted)(Unaudited)

  Q2 2024 Q1 2024 Change Q2 2023 Change
Commission Revenue by Product          
Annuities $ 469,100   $ 436,473   7 % $ 358,845   31 %
Mutual funds   187,432     186,540   %   165,194   13 %
Fixed income   53,192     48,641   9 %   36,183   47 %
Equities   34,434     35,451   (3 %)   27,474   25 %
Other   42,888     39,341   9 %   35,190   22 %
Total commission revenue $ 787,046   $ 746,446   5 % $ 622,886   26 %
           
Commission Revenue by Sales-based and Trailing      
Sales-based commissions          
Annuities $ 260,188   $ 229,077   14 % $ 172,540   51 %
Mutual funds   42,981     43,496   (1 %)   36,431   18 %
Fixed income   53,192     48,641   9 %   36,183   47 %
Equities   34,434     35,451   (3 %)   27,474   25 %
Other   32,275     28,570   13 %   26,333   23 %
Total sales-based commissions $ 423,070   $ 385,235   10 % $ 298,961   42 %
Trailing commissions          
Annuities $ 208,912   $ 207,396   1 % $ 186,305   12 %
Mutual funds   144,451     143,044   1 %   128,763   12 %
Other   10,613     10,771   (1 %)   8,857   20 %
Total trailing commissions $ 363,976   $ 361,211   1 % $ 323,925   12 %
Total commission revenue $ 787,046   $ 746,446   5 % $ 622,886   26 %
           
Payout Rate(7)   87.32 %   86.64 % 68bps   86.70 % 62bps
                       

LPL Financial Holdings Inc.Capital Management Measures(Dollars in thousands, except where noted)(Unaudited)

  Q2 2024 Q1 2024 Q4 2023
Cash and equivalents $ 1,318,894   $ 1,102,270   $ 465,671  
Cash at regulated subsidiaries   (828,145 )   (1,038,241 )   (410,313 )
Excess cash at regulated subsidiaries per the Credit Agreement   193,342     247,033     128,327  
Corporate Cash(3) $ 684,091   $ 311,062   $ 183,685  
       
Corporate Cash(3)      
Cash at the Parent $ 450,505   $ 30,781   $ 26,587  
Excess cash at regulated subsidiaries per the Credit Agreement   193,342     247,033     128,327  
Cash at non-regulated subsidiaries   40,244     33,248     28,771  
Corporate Cash $ 684,091   $ 311,062   $ 183,685  
       
Leverage Ratio      
Total debt $ 4,471,850   $ 3,875,525   $ 3,757,200  
Total corporate cash   684,091     311,062     183,685  
Credit Agreement Net Debt $ 3,787,759   $ 3,564,463   $ 3,573,515  
Credit Agreement EBITDA (trailing twelve months)(27) $ 2,260,165   $ 2,160,464   $ 2,194,807  
Leverage Ratio 1.68x 1.65x 1.63x
       
  June 30, 2024  
Total Debt Balance Current Applicable Margin Interest Rate Maturity
Revolving Credit Facility(a) $ ABR+37.5 bps / SOFR+147.5 bps 8.875 % 5/20/2029
Broker-Dealer Revolving Credit Facility   SOFR+135 bps 6.680 % 5/19/2025
Senior Secured Term Loan B   1,021,850 SOFR+185 bps(b) 7.179 % 11/12/2026
Senior Unsecured Notes   500,000 5.700% Fixed 5.700 % 5/20/2027
Senior Unsecured Notes   400,000 4.625% Fixed 4.625 % 11/15/2027
Senior Unsecured Notes   750,000 6.750% Fixed 6.750 % 11/17/2028
Senior Unsecured Notes   900,000 4.000% Fixed 4.000 % 3/15/2029
Senior Unsecured Notes   400,000 4.375% Fixed 4.375 % 5/15/2031
Senior Unsecured Notes   500,000 6.000% Fixed 6.000 % 5/20/2034
Total / Weighted Average $ 4,471,850   5.691 %  
             

(a) Secured borrowing capacity of $2.25 billion at LPL Holdings, Inc. (the "Parent").(b) The SOFR rate option is a one-month SOFR rate and subject to an interest rate floor of 0 bps.

LPL Financial Holdings Inc.Key Business and Financial Metrics(Dollars in thousands, except where noted)(Unaudited)

  Q2 2024 Q1 2024 Change Q2 2023 Change
Advisors          
Advisors   23,462     22,884   3 %   21,942   7 %
Net new advisors   578     224   158 %   421   37 %
Annualized advisory fees and commissions per advisor(28) $ 358   $ 342   5 % $ 301   19 %
Average total assets per advisor ($ in millions)(29) $ 63.8   $ 63.0   1 % $ 56.5   13 %
Transition assistance loan amortization ($ in millions)(30) $ 61.9   $ 58.3   6 % $ 50.5   23 %
Total client accounts (in millions)   8.6     8.4   2 %   8.1   6 %
           
Employees   7,451     7,413   1 %   6,827   9 %
           
Services Group          
Services Group subscriptions(31)          
Professional Services   1,892     1,824   4 %   1,791   6 %
Business Optimizers   3,606     3,487   3 %   3,118   16 %
Planning and Advice   665     624   7 %   329   102 %
Total Services Group subscriptions   6,163     5,935   4 %   5,238   18 %
Services Group advisor count   4,169     4,035   3 %   3,506   19 %
           
AUM retention rate (quarterly annualized)(32)   98.4 %   97.4 % 100bps   98.8 % (40bps)
           
Capital Management          
Capital expenditures ($ in millions)(33) $ 128.9   $ 121.0   7 % $ 101.1   27 %
Acquisitions, net ($ in millions)(34) $ 115.1   $ 10.2   n/m $ 49.0   135 %
           
Share repurchases ($ in millions) $   $ 70.0   (100 %) $ 350.0   (100 %)
Dividends ($ in millions)   22.4     22.4   %   23.1   (3 %)
Total Capital Returned ($ in millions) $ 22.4   $ 92.4   (76 %) $ 373.1   (94 %)
                           

Non-GAAP Financial Measures

Management believes that presenting certain non-GAAP financial measures by excluding or including certain items can be helpful to investors and analysts who may wish to use this information to analyze the Company’s current performance, prospects and valuation. Management uses this non-GAAP information internally to evaluate operating performance and in formulating the budget for future periods. Management believes that the non-GAAP financial measures and metrics discussed below are appropriate for evaluating the performance of the Company.

Adjusted EPS and Adjusted net income

Adjusted EPS is defined as adjusted net income, a non-GAAP measure defined as net income plus the after-tax impact of amortization of other intangibles and acquisition costs, divided by the weighted average number of diluted shares outstanding for the applicable period. The Company presents adjusted net income and adjusted EPS because management believes that these metrics can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items and acquisition costs that management does not believe impact the Company’s ongoing operations. Adjusted net income and adjusted EPS are not measures of the Company's financial performance under GAAP and should not be considered as alternatives to net income, earnings per diluted share or any other performance measure derived in accordance with GAAP. For a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS, please see the endnote disclosures in this release.

Gross profit

Gross profit is calculated as total revenue less advisory and commission expense; brokerage, clearing and exchange expense; and market fluctuations on employee deferred compensation. All other expense categories, including depreciation and amortization of property and equipment and amortization of other intangibles, are considered general and administrative in nature. Because the Company’s gross profit amounts do not include any depreciation and amortization expense, the Company considers gross profit to be a non-GAAP financial measure that may not be comparable to similar measures used by others in its industry. Management believes that gross profit can provide investors with useful insight into the Company’s core operating performance before indirect costs that are general and administrative in nature. For a calculation of gross profit, please see the endnote disclosures in this release.

Core G&A

Core G&A consists of total expense less the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; brokerage, clearing and exchange; amortization of other intangibles; market fluctuations on employee deferred compensation; promotional (ongoing); employee share-based compensation; regulatory charges; and acquisition costs. Management presents core G&A because it believes core G&A reflects the corporate expense categories over which management can generally exercise a measure of control, compared with expense items over which management either cannot exercise control, such as advisory and commission, or which management views as promotional expense necessary to support advisor growth and retention, including conferences and transition assistance. Core G&A is not a measure of the Company’s total expense as calculated in accordance with GAAP. For a reconciliation of the Company's total expense to core G&A, please see the endnote disclosures in this release. The Company does not provide an outlook for its total expense because it contains expense components, such as advisory and commission, that are market-driven and over which the Company cannot exercise control. Accordingly, a reconciliation of the Company’s outlook for total expense to an outlook for core G&A cannot be made available without unreasonable effort.

EBITDA and Adjusted EBITDA

EBITDA is defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization and amortization of other intangibles. Adjusted EBITDA is defined as EBITDA, a non-GAAP measure, plus acquisition costs. The Company presents EBITDA and adjusted EBITDA because management believes that they can be useful financial metrics in understanding the Company’s earnings from operations. EBITDA and adjusted EBITDA are not measures of the Company's financial performance under GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to EBITDA and adjusted EBITDA, please see the endnote disclosures in this release.

Credit Agreement EBITDA

Credit Agreement EBITDA is defined in, and calculated by management in accordance with, the Company's amended and restated credit agreement (“Credit Agreement”) as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. The Company presents Credit Agreement EBITDA because management believes that it can be a useful financial metric in understanding the Company’s debt capacity and covenant compliance under its Credit Agreement. Credit Agreement EBITDA is not a measure of the Company's financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to Credit Agreement EBITDA, please see the endnote disclosures in this release.

Endnote Disclosures

(1) Represents the estimated total advisory and brokerage assets expected to transition to the Company's primary broker-dealer subsidiary, LPL Financial, in connection with advisors who transferred their licenses to LPL Financial during the period. The estimate is based on prior business reported by the advisors, which has not been independently and fully verified by LPL Financial. The actual transition of assets to LPL Financial generally occurs over several quarters and the actual amount transitioned may vary from the estimate.

(2) The terms “Financial Advisors” and “Advisors” refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial, an SEC-registered broker-dealer and investment advisor.

(3) Corporate cash, a component of cash and equivalents, is the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company's Credit Agreement, which include LPL Financial and The Private Trust Company, N.A., in excess of the capital requirements of the Company's Credit Agreement (which, in the case of LPL Financial is net capital in excess of 10% of its aggregate debits, or five times the net capital required in accordance with Exchange Act Rule 15c3-1) and (3) cash and equivalents held at non-regulated subsidiaries.

(4) Compliance with the Leverage Ratio is only required under the Company's revolving credit facility.

(5) The Company was named Top RIA custodian (Cerulli Associates, 2023 U.S. RIA Marketplace Report); No. 1 Independent Broker-Dealer in the U.S. (based on total revenues, Financial Planning magazine 1996-2022); and, among third-party providers of brokerage services to banks and credit unions, No. 1 in AUM Growth from Financial Institutions; No. 1 in Market Share of AUM from Financial Institutions; No. 1 in Market Share of Revenue from Financial Institutions; No. 1 on Financial Institution Market Share; No. 1 on Share of Advisors (2021-2022 Kehrer Bielan Research and Consulting Annual TPM Report). Fortune 500 as of June 2021.

(6) Gross profit is a non-GAAP financial measure. Please see a description of gross profit under the "Non-GAAP Financial Measures" section of this release for additional information. Below is a calculation of gross profit for the periods presented (in thousands):

  Q2 2024 Q1 2024 Q2 2023
Total revenue $ 2,931,769 $ 2,832,593 $ 2,468,804
Advisory and commission expense   1,819,027   1,733,487   1,448,763
Brokerage, clearing and exchange expense   32,984   30,532   29,148
Employee deferred compensation   560   2,140   1,086
Gross profit $ 1,079,198 $ 1,066,434 $ 989,807

(7) Production-based payout is a financial measure calculated as advisory and commission expense plus (less) advisor deferred compensation. The payout rate is calculated by dividing the production-based payout by total advisory and commission revenue. Below is a reconciliation of the Company’s advisory and commission expense to the production-based payout and a calculation of the payout rate for the periods presented (in thousands, except payout rate):

  Q2 2024 Q1 2024 Q2 2023
Advisory and commission expense $ 1,819,027   $ 1,733,487   $ 1,448,763  
(Less) Plus: Advisor deferred compensation   (6,977 )   (47,155 )   (29,104 )
Production-based payout $ 1,812,050   $ 1,686,332   $ 1,419,659  
       
Advisory and commission revenue $ 2,075,209   $ 1,946,257   $ 1,637,451  
       
Payout rate   87.32 %   86.64 %   86.70 %

(8) Below is a reconciliation of client cash revenue per Management's Statements of Operations to client cash revenue, a component of asset-based revenue, on the Company's condensed consolidated statements of income for the periods presented (in thousands):

       
  Q2 2024 Q1 2024 Q2 2023
Client cash on Management's Statement of Operations $ 361,316   $ 373,408   $ 396,238  
Interest income on CCA balances segregated under federal or other regulations(10)   (19,841 )   (21,026 )   (17,823 )
Client cash on Condensed Consolidated Statements of Income $ 341,475   $ 352,382   $ 378,415  

(9) Consists of revenue from the Company's sponsorship programs with financial product manufacturers, omnibus processing and networking services but does not include fees from client cash programs.

(10) During the first quarter of 2024, the Company disaggregated the activity previously reported in the interest income and other, net line item into its interest income, net and other revenue components. Prior period amounts have been reclassified to conform to the current presentation. Below is a reconciliation of interest income, net per Management's Statements of Operations to interest income, net on the Company's condensed consolidated statements of income for the periods presented (in thousands):      

  Q2 2024 Q1 2024 Q2 2023
Interest income, net on Management's Statement of Operations $ 27,618 $ 22,482 $ 20,136
Interest income on CCA balances segregated under federal or other regulations(8)   19,841   21,026   17,823
Interest income on deferred compensation   19   17   13
Interest income, net on Condensed Consolidated Statements of Income $ 47,478 $ 43,525 $ 37,972

(11) During the first quarter of 2024, the Company disaggregated the activity previously reported in the interest income and other, net line item into its interest income, net and other revenue components. Prior period amounts have been reclassified to conform to the current presentation. Below is a reconciliation of other revenue per Management's Statements of Operations to other revenue on the Company's condensed consolidated statements of income for the periods presented (in thousands):      

  Q2 2024 Q1 2024 Q2 2023
Other revenue on Management's Statement of Operations $ 6,621   $ 3,382   $ 3,431  
Interest income on deferred compensation   (19 )   (17 )   (13 )
Deferred compensation   7,537     49,295     30,190  
Other revenue on Condensed Consolidated Statements of Income $ 14,139   $ 52,660   $ 33,608  

(12) Core G&A is a non-GAAP financial measure. Please see a description of core G&A under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of the Company's total expense to core G&A for the periods presented (in thousands):

  Q2 2024 Q1 2024 Q2 2023
Core G&A Reconciliation      
Total expense $ 2,601,698   $ 2,458,401   $ 2,079,985  
Advisory and commission   (1,819,027 )   (1,733,487 )   (1,448,763 )
Depreciation and amortization   (70,999 )   (67,158 )   (58,377 )
Interest expense on borrowings   (64,341 )   (60,082 )   (44,842 )
Brokerage, clearing and exchange   (32,984 )   (30,532 )   (29,148 )
Amortization of other intangibles   (30,607 )   (29,552 )   (26,741 )
Employee deferred compensation   (560 )   (2,140 )   (1,086 )
Total G&A   583,180     535,450     471,028  
Promotional (ongoing)(13)(14)   (147,830 )   (132,311 )   (106,535 )
Acquisition costs(14)   (36,876 )   (9,524 )   (4,091 )
Employee share-based compensation   (19,968 )   (22,633 )   (16,777 )
Regulatory charges   (7,594 )   (7,469 )   (6,600 )
Core G&A $ 370,912   $ 363,513   $ 337,025  

(13) Promotional (ongoing) includes $12.2 million, $8.0 million and $4.2 million for the three months ended June 30, 2024, March 31, 2024 and June 30, 2023, respectively, of support costs related to full-time employees that are classified within Compensation and benefits expense in the condensed consolidated statements of income and excludes costs that have been incurred as part of acquisitions that have been classified within acquisition costs for the same periods.

(14) Acquisition costs include the costs to setup, onboard and integrate acquired entities and other costs that were incurred as a result of the acquisitions. The below table summarizes the primary components of acquisition costs for the periods presented (in thousands):

  Q2 2024 Q1 2024 Q2 2023
Acquisition costs      
Fair value mark on contingent consideration(35) $ 24,624 $ $
Compensation and benefits   6,827   3,850   1,020
Professional services   3,567   3,246   2,575
Promotional(13)   539   2,268   260
Other   1,319   160   236
Acquisition costs $ 36,876 $ 9,524 $ 4,091

(15) EBITDA and adjusted EBITDA are non-GAAP financial measures. Please see a description of EBITDA and adjusted EBITDA under the "Non-GAAP Financial Measures" section of this release for additional information. Below is a reconciliation of net income to EBITDA and adjusted EBITDA for the periods presented (in thousands):

  Q2 2024 Q1 2024 Q2 2023
EBITDA and adjusted EBITDA Reconciliation      
Net income $ 243,800 $ 288,764 $ 285,520
Interest expense on borrowings   64,341   60,082   44,842
Provision for income taxes   86,271   85,428   103,299
Depreciation and amortization   70,999   67,158   58,377
Amortization of other intangibles   30,607   29,552   26,741
EBITDA $ 496,018 $ 530,984 $ 518,779
Acquisition costs(14)   36,876   9,524   4,091
Adjusted EBITDA $ 532,894 $ 540,508 $ 522,870

(16) Adjusted net income and adjusted EPS are non-GAAP financial measures. Please see a description of adjusted net income and adjusted EPS under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS for the periods presented (in thousands, except per share data):

  Q2 2024 Q1 2024 Q2 2023
  Amount Per Share Amount Per Share Amount Per Share
Net income / earnings per diluted share $ 243,800   $ 3.23   $ 288,764   $ 3.83   $ 285,520   $ 3.65  
Amortization of other intangibles   30,607     0.41     29,552     0.39     26,741     0.34  
Acquisition costs(14)   36,876     0.49     9,524     0.13     4,091     0.05  
Tax benefit   (17,816 )   (0.24 )   (10,340 )   (0.14 )   (8,081 )   (0.10 )
Adjusted net income / adjusted EPS $ 293,467   $ 3.88   $ 317,500   $ 4.21   $ 308,271   $ 3.94  
Diluted share count   75,548       75,463       78,194    
Note: Totals may not foot due to rounding.            
             

(17) Consists of total advisory and brokerage assets under custody at the Company's primary broker-dealer subsidiary, LPL Financial.

(18) Assets on the Company's corporate advisory platform are serviced by investment advisor representatives of LPL Financial. Assets on the Company's independent RIA advisory platform are serviced by investment advisor representatives of separate registered investment advisor firms rather than representatives of LPL Financial.

(19) Consists of advisory assets in LPL Financial’s Model Wealth Portfolios, Optimum Market Portfolios, Personal Wealth Portfolios and Guided Wealth Portfolios platforms.

(20) Consists of total client deposits into advisory or brokerage accounts less total client withdrawals from advisory or brokerage accounts, plus dividends, plus interest, minus advisory fees. The Company considers conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.

(21) Consists of existing custodied assets that converted from brokerage to advisory, less existing custodied assets that converted from advisory to brokerage.

(22) Calculated as annualized current period organic net new assets divided by preceding period assets in their respective categories of advisory assets or total advisory and brokerage assets.

(23) Represents the amount of securities purchased less the amount of securities sold in client accounts custodied with LPL Financial.

(24) Client cash balances include CCA and exclude purchased money market funds. CCA balances include cash that clients have deposited with LPL Financial that is included in Client payables in the condensed consolidated balance sheets. The following table presents purchased money market funds for the periods presented (in billions):

  Q2 2024 Q1 2024 Q2 2023
Purchased money market funds $ 35.7 $ 32.6 $ 20.0

(25) During the first quarter of 2024, the Company updated its definition of client cash account balances to exclude other client payables. Prior period disclosures have been updated to reflect this change as applicable.

(26) Calculated by dividing revenue for the period by the average balance during the period.

(27) EBITDA and Credit Agreement EBITDA are non-GAAP financial measures. Please see a description of EBITDA and Credit Agreement EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Under the Credit Agreement, management calculates Credit Agreement EBITDA for a trailing twelve month period at the end of each fiscal quarter and in doing so may make further adjustments to prior quarters. Below are reconciliations of trailing twelve month net income to trailing twelve month EBITDA and Credit Agreement EBITDA for the periods presented (in thousands):         

  Q2 2024 Q1 2024 Q4 2023
EBITDA and Credit Agreement EBITDA Reconciliations      
Net income $ 974,410 $ 1,016,130 $ 1,066,250
Interest expense on borrowings   227,201   207,702   186,804
Provision for income taxes   341,312   358,340   378,525
Depreciation and amortization   270,720   258,098   246,994
Amortization of other intangibles   116,537   112,671   107,211
EBITDA $ 1,930,180 $ 1,952,941 $ 1,985,784
Credit Agreement Adjustments:      
Acquisition costs and other(14)(36) $ 224,687 $ 117,246 $ 110,170
Employee share-based compensation   73,884   70,693   66,024
M&A accretion(37)   28,843   17,024   30,268
Advisor share-based compensation   2,571   2,560   2,561
Credit Agreement EBITDA $ 2,260,165 $ 2,160,464 $ 2,194,807

(28) Calculated based on the average advisor count from the current period and prior periods.

(29) Calculated based on the end of period total advisory and brokerage assets divided by end of period advisor count.

(30) Represents amortization expense on forgivable loans for transition assistance to advisors and institutions.

(31) Refers to active subscriptions related to professional services offerings (CFO Solutions, Marketing Solutions, Admin Solutions, Advisor Institute, Bookkeeping, Partial Book Sales and CFO Essentials) and business optimizer offerings (M&A Solutions, Digital Office, Resilience Plans and Assurance Plans), as well as planning and advice services (Paraplanning, Tax Planning, and High Net Worth Services) for which subscriptions are the number of advisors using the service.

(32) Reflects retention of total advisory and brokerage assets, calculated by deducting quarterly annualized attrition from total advisory and brokerage assets, divided by the prior quarter total advisory and brokerage assets.

(33) Capital expenditures represent cash payments for property and equipment during the period.

(34) Acquisitions, net represent cash paid for acquisitions, net of cash acquired during the period.

(35) Represents a fair value adjustment to our contingent consideration liabilities that is reflected in other expense in the condensed consolidated statements of income.

(36) Acquisition costs and other primarily include acquisition costs, costs incurred related to the integration of the strategic relationship with Prudential, and a $40.0 million regulatory charge recognized during the three months ended September 30, 2023 to reflect the amount of a penalty proposed by the SEC as part of its civil investigation of the Company's compliance with records preservation requirements for business-related electronic communications stored on personal devices that have not been approved by the Company.

(37) M&A accretion is an adjustment to reflect the annualized expected run rate EBITDA of an acquisition as permitted by the Credit Agreement for up to eight fiscal quarters following the close of the transaction.

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