SecProbe.io

December 7, 2012

Via E -mail
Dan H. Arnold
Chief Financial Officer
LPL Financial Holdings Inc.
75 State Street
Boston, MA 02109

Re: LPL Financial Holdings Inc.
 Form 10 -K for the Fiscal Year Ended December 31 , 2011
 Filed February 27 , 2012
 Form 10 -Q for the Quarterly Period Ended September 30, 2012
Filed October 31, 2012
File No. 001-34963

Dear Mr. Arnold :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.   We have reviewed your
filing s and have the following comments.  In some of our comments, we may ask you to provide
us with information so we may better understand your  disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts a nd circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Manageme nt’s Discussion and Analysis, page 33

Results of Operations, page 45

Commissions, page 46

1. We understand certain recurring commission revenues include fees generated based on
the current market value of investment holdings  in trail -eligible assets, s imilar to your
advisory fees which are generated based on your a dvisory assets under management .  In
an effort to provide greater transparency and more meaningful information to an investor,

Dan H. Arnold
LPL Financial Holdings Inc.
December 7, 2012
Page 2

 please provide in your future filings a table that summarizes the activity within your
investment holdings  in trail -eligible assets for the periods presented, similar to the
rollforward of advisory assets under management at the top of page 47.

Notes to Con solidated Financial Statements , page F -8

Note 2 – Summary of Significant Accounting Policies, page F -9

Revenue Recognition Policies, page F -9

2. We note your disclosure that commissions include mutual fund and variable annuity
trails, which are recognized as earned.  Please tell us, and revise your future filings to
explain your definition of “as earned .”  In this regard, your disclosure should clearly
differentiate between mutual funds with front -end commissions and those with no front -
end commissions or s ales fees.  Further, expand your disclosure to specifically identify
what your “trailing revenues” represent.  In your response, provide us with the literature
that you rely upon for your accounting treatment  (i.e., mutual fund commissions with and
without  front -end fees, as well as trailing revenues) , and address whether you believe you
are within the scope of ASC 946 -605-25-8 that states certain distributors of mutual funds
should recognize fees when received .

3. We note your revenue recognition policies re lated to commission and advisory fees;
however, it is unclear how you have considered gross versus net revenue reporting (ASC
605-45).  Please revise your disclosure in future filings to specify the revenue
arrangements that you analyze under ASC 605 -45 fo r gross versus net revenue reporting,
and identify which arrangements you  report on a net basis and a gross basis.  In your
disclosure regarding your gross versus net analysis, specifically address how you
consider commissions revenue for which a substantial portion is ultimately paid to the
advisors, and advisory fees for whic h a substantial portion is paid to the related advisor.
Additionally, provide us with a more detailed analysis of how you considered each of the
factors included in ASC 605 -45-45-3 through 45 -18.  Your response should address how
the following criteria im pact your revenue reporting analysis:

 Whether you or another party are the primary obligor in your commission and
advisory revenue arrangements; and
 Whether your commissions and fees are fixed in percentage terms.

Form 10 -Q for the Quarterly Period Ende d September 30, 2012

Notes to Condensed Consolidated Financial Statements, page 7

Note 5 - Fair Value Measurements, page 11

Dan H. Arnold
LPL Financial Holdings Inc.
December 7, 2012
Page 3

 4. We note that your contingent consideration related to NPR, Concord, and Veritat are
level 3 recurring fair value measurements.  Please revise your disclosure in future filings
to include quantitative information about the significant unobservable inputs related to
this contingent consideration, and disclose a narrative description of the sensitivity of the
measurement to changes in  unobservable inputs, including interrelationships between the
inputs.  Refer to ASC 820 -10-50-2(bbb) and ASC 820 -10-50-2(g).

Management’s Discussion and Analysis , page 27

Critical Accounting Policies and Estimates, page 55

5. We note your disclosure that  there were no material changes in those policies you
consider to be significant, except for changes made in your revenue recognition and
share -based compensation policies.  Please tell us, and revise your future filings to
disclose, the specific changes t hat were made within the respective policies , the reporting
period in which the changes were made , and quantify the impact within your financial
statements as a result of such changes.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s includ e the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comment s as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Staci Shannon at (202) 551-3374 or me at (202) 551 -3872  with any
questions.

Sincerely,

 /s/ Hugh West

Hugh West
Accounting Branch Chief