Chris Koegel - Senior Vice President-Investor Relations Mark Stephen Casady - Chairman & Chief Executive Officer Matthew J. Audette - Chief Financial Officer.

Steven J. Chubak - Nomura Securities International, Inc. Alex Kramm - UBS Securities LLC Kenneth B. Worthington - JPMorgan Securities LLC Chris C. Shutler - William Blair & Co. LLC Christopher M. Harris - Wells Fargo Securities LLC William Raymond Katz - Citigroup Global Markets, Inc. (Broker) Devin P.

Ryan - JMP Securities LLC Joel Jeffrey - Keefe, Bruyette & Woods, Inc. Conor Fitzgerald - Goldman Sachs & Co. Douglas C. Sipkin - Susquehanna Financial Group LLLP.

Good day, ladies and gentlemen, and welcome to the LPL Financial Holdings Fourth Quarter 2015 Earnings Conference Call. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Chris Koegel, Head of Investor Relations. Please go ahead, sir..

Thank you, Abigail. Good afternoon, and welcome to the LPL Financial fourth quarter 2015 earnings conference call. On the call today are Mark Casady, our Chairman and Chief Executive Officer; and Matt Audette, our Chief Financial Officer. Mark and Matt will offer introductory remarks, and then we will open the call for questions.

We ask that each analyst limit their questions to one question and one follow-up. Please note that we've posted a financial supplemental on the Events section of the Investor Relations page on lpl.com.

Before turning the call over to Mark, I'd like to note that comments made during this conference call may include certain forward-looking statements concerning such topics as our future revenue, expenses and other financial and operating results; improvements in our risk management and compliance capabilities; the regulatory environment and its expected impact on us; industry growth and trends; our business strategies and plans, as well as other opportunities we foresee.

Underpinning these forward-looking statements are certain risks and uncertainties.

We refer our listeners to the Safe Harbor disclosures contained in the earnings release and our latest SEC filings to appreciate those factors that may cause actual financial or operating results or the timing of matters to differ from those contemplated in such forward-looking statements.

In addition, comments during this call will include certain non-GAAP financial measures governed by SEC Regulation G. For a reconciliation of these measures, please refer to our earnings press release. With that, I'll turn the call over to Mark..

Thank you, Chris, and thank you, everyone, for joining our call. Today, I'd like to talk to you about our 2015 results and our plans for 2016. I'll then turn the call over to Matt to cover our fourth quarter results. The market environment was volatile and challenging in 2015, particularly in the fourth quarter.

For the year, we grew our advisory fees, trailing commissions and attachment revenues and lowered our share count. However, these results were more than offset by slower brokerage sales and our planned core G&A investments in legal and compliance. Adjusted earnings per share totaled $2.22 in 2015, a decrease of $0.22 from 2014.

And our GAAP earnings per share totaled $1.74, a decrease of 1% versus the prior year. The fourth quarter brought greater challenges. Brokerage sales were the slowest for the year and advisory fees were down due to the equity market decline at the end of the third quarter.

Alternative investments were a large factor, as commissions were down by about 75% from a year ago. At the same time, we managed our expenses below the low end of our outlook, as you would expect, in this environment. And we did so while incurring some charges for severance and real estate consolidation that will make us more efficient in 2016.

These non-recurring costs increased our core G&A and depreciation by $7 million and reduced our fourth quarter adjusted earnings per share by $0.04. Adjusted earnings per share totaled $0.37 in the fourth quarter, a decrease of $0.18 sequentially. Matt will cover the fourth quarter in greater depth.

Before I talk about our plans for 2016, let me talk more about 2015. Like many of our peers, we saw a drop in brokerage sales activity across products throughout the year as volatile markets led to uncertainty. We would expect to see cash from retail investors build up, and we did. We believe this lower level of brokerage sales is likely to continue.

But another more important trend continued in 2015, our transition to becoming a predominantly advisory business. Let me start by talking about what this transition means for our advisers. The past year has, of course, been tough. When we talk to most advisers, their businesses are strong in spite of the slowdown in brokerage commissions.

This is because they're following retail client preferences and gradually transitioning their businesses to advisory. By providing higher levels of service on advisory assets, our advisers are able to generate the same or better long-term income and are less dependent on brokerage commission.

And their advisory assets are already managed to a fiduciary standard, which should make the upcoming DOL rule transition smoother. Now let's talk about what this ongoing transition towards advisory means for LPL. Our advisory assets have doubled in the last five years and are now nearly 40% of our total assets.

This transition is very good for the long-term stability and profitability of our business, but also makes the DOL fiduciary rule transition easier for us. So while the slowdown in brokerage has been challenging, our transition to advisory continues to increase our long-term value.

Let me now turn to 2016, and begin by acknowledging how remarkable this year has been so far. At the beginning of January, the S&P was around 2,000 and many people were projecting two or more rate hikes this year. Just six weeks later, things have gotten a lot less clear and more challenging.

We now find the S&P bouncing around 1,840 and we really don't know whether we'll have more rate hikes in store for this year or not. Institutions and individuals are taking risk off, as you'd expect. In this environment, it is important for us to stay dynamic and flexible as we manage our business and support our advisors and their clients.

When we think about 2016, we know we have much to accomplish. We're squarely focused on growth, delivering on our expense and capital plans, and managing the transition for the upcoming Department of Labor's fiduciary rule. I want to discuss how we're positioning ourselves to accomplish these goals. Let's discuss growth first.

In this context, we had modest asset and advisor count growth in 2015. Stock markets certainly didn't help our asset levels, though we continue to have strong net new advisory asset flows of nearly $17 billion or an annualized rate of growth of 10%.

As for our advisor count, not all advisors generate the same level of production, and the average new advisor joining in 2015 had meaningfully more historic production than advisors who joined in prior years. We did experience elevated departures of low-producing advisors in 2015, but we continue to have production retention above 96%.

In 2016, we're investing for growth in many areas that will improve advisors' experience and productivity, with a focus on service and technology. These include client works, relationship management, robo advice, and the list goes on. We are focused on executing these initiatives well to enable our growth.

Of course, we're excited by the long-term potential of our cash sweep revenue. One of the great things about it is that it provides nice diversification for many other market-sensitive gross profit streams.

With some investors on the sidelines given the market uncertainty, our cash sweep balances and revenues have grown; and in December, the Fed raised rates for the first time in nearly a decade.

Our gross profit benefits nicely from rising rates – and Matt will discuss it in more detail – but certainly having $30 billion in client cash sweep balances is a valuable asset. Turning to our expense plans, we're well-positioned for lower expense growth in 2016 than last year.

Last quarter, we announced efficiency plans with a focus on this year's core G&A being $715 million to $730 million or up 2% to 4% from our estimated 2015 spend at the time. That outlook included executing on some cost savings initiatives in Q4, and we completed those actions. We remain on track for our core G&A outlook.

As for the rest of our G&A, we continue to expect our regulatory related charges will be meaningfully lower in 2016 than last year, as we've lowered our risk profile. And if we are successful on our growth plans, our promotional costs this year will be above our 2015 levels.

These costs are dependent on how successful we are in recruiting, which is hard to predict, but we anticipate growth supported by increasing promotional costs. As for our capital plan, we completed our debt transaction in November; and since then, we repurchased $250 million of our shares in December and an additional $25 million in January.

These repurchases make up $275 million of our $500 million share repurchase program and have reduced our share count by more than 6% since our last call. And as you know, the Department of Labor deliver their rule to the Office and Management and Budget for review.

We're preparing for the work ahead and we're waiting to see and understand the final rule. Brokerage retirement accounts make up about 30% of our assets; and we continue to believe that the final rule will make brokerage retirement more challenging and costly.

We think those with scale and a wide range of solutions to help advisors and retail clients make the transition will have an advantage, and we have both of those things. We also believe the final rule could present opportunity as the more challenging environment can give industry leaders like us more chances to play offense.

And as a last topic, I want to discuss bottom line accountability. Over the past five years as a public company we've reported adjusted results. We did so to demonstrate the strong cash flow that our business is capable of generating.

However, we've come to realize that this approach has led to questions from the investment community about our earnings quality. Now is a good time for us to help clear up those questions. First, we did not adjust out the $7 million of non-recurring G&A and depreciation in the fourth quarter, which we would have done historically.

Second, starting in the first quarter of 2016, we'll report bottom line GAAP results and stop reporting adjusted results. We hope the investment community views this as one of many important steps we're taking towards transparency and clarity. I want to close by announcing that Dick Boyce will be retiring from the board in May.

I'm grateful to Dick for his over six years of service, which span the end of his tenure at TPG Capital and beyond, and I wish him well in his future endeavors. I'll now turn the call over to Matt..

growing the business, improving technology and service and preparing for the DOL rule, all while staying disciplined and flexible on expenses and capital. While our industry might be in rough waters right now, we feel confident this course will drive value over the long-term. With that, operator, please open the call for questions..

Thank you. Our first question comes from the line of Steven Chubak with Nomura. Your line is open..

Hi, good evening..

Good evening..

So first I had a question about the prospects, Mark, as you were speaking to about potential advisory conversion, which is something that's been ongoing for at least the last couple of years. You had spoken to it last quarter.

In the event that the DOL proposal is more challenging or I guess, using your words, unworkable, is that still an viable option under the amended credit agreement given that the debt covenant as written would presumably make that increasingly challenging as you would drive a rebasing in the adjusted EBITDA? I just wanted to make sure that that's still a viable option, that's still on the table, even in the context of the debt covenant as written..

It's absolutely a viable option. I don't see that it has any impact to what the debt covenants are. We have plenty of room and plenty of wiggle room, if you will, in the covenants.

You'll recall that we added extra leverage covenants, not necessarily anticipating this much of a drop in the world, but anticipating that there are always rough waters ahead. So it has nothing to do with that at all.

It's all about what the end investor needs to have to be able to be successful in their retirement goals for those types of assets and what the practical way of dealing with those needs are. And it's also just the process itself.

It would obviously be a significant conversion of assets and accounts in a relatively short time, given that we're hearing that the implementation period will probably be about eight months or so once the information's released.

We are planning basically for multiple scenarios here and working through our systems and service and operational activities, if you will, anticipating again a pretty wide range of outcomes once we see the regulations come out from the DOL..

Thanks. And just one more follow-up from me, just digging into the commission breakdown. It was nice to see actually the surprising resiliency in variable annuity commissions.

Just given what we're seeing in the 10-year, what's your outlook for that at least in 1Q and what trends are you seeing thus far? And if you can give us an update on what your expectations are given some of the rhetoric that's come out of D.C. that's highlighting hurdles to that product, that would be much appreciated..

Yeah. So just a reminder, the Department of Labor allows for variable annuities under their new proposed rule-making. It's an allowed product. There are some changes in the way that its exemption is run, without too geeky on you here, that relate to using the best interest contract as a way of making sure the consumer understands the expenses involved.

So we see it as a very workable and viable product. We know consumers will want it, because they're trying to create their own pension plan. And we know that they want it, because they're also trying to get exposure to equities, but also protect themselves from the down side; a lesson the last six weeks makes particularly clear.

And they're trying to create some guaranteed income streams. So I think there's really two sources of change that could come.

One is that the best interest contract isn't workable and, therefore, we switch over to advisory as a primary way of solving for retirement assets; and variable annuities are a commissionable brokerage product, and therefore for a retirement account you'd want to use a non-commissionable VA.

We actually were an innovator many years ago – several years ago of creating VAs without commissions in our advisory platform. We raised several hundred million dollars' worth of assets that way. And so we would basically dust off those capabilities and get them going again if that's the outcome. So one's just structural related to that.

And the other one, of course, is, as you say, with the 10-year so low what will the insurance companies do from here.

I think part of the rhetoric that we certainly hear is insurance companies are evaluating what they can or can't do and continue to issue variable annuity capabilities; and certainly the market has recognized that based on stock performance. So we'll just have to see, and see what they continue to offer to consumers.

There's other product lines that are available. There's equity index annuities and there's also more media annuities and fixed annuities that work quite well for certain features that are there. They basically don't offer as much of a hedge as VAs do.

So there's other places we see advisors using products that aren't straight VAs that solve some of the same problems consumers have that they're trying to work towards.

So I certainly think we're seeing the impact of advisors changing to advisory, and so that's why you're seeing brokerage sales down across the board, whether it's mutual funds, VAs or alternatives. And so that condition will still hold true.

But I do think that there's a way of imagining how the market continues to satisfy what consumers need in terms of their long-term retirement needs..

Thanks, Mark. I'll hop back in the queue..

Sure. Thank you..

Thank you. Our next question comes from the line of Alex Kramm with UBS. Your line is open..

Hey. Good morning..

Hey, Alex..

And actually, good night. See, I'm confused by the change..

You have to catch up to us here, Alex..

Yeah. That's all good. Anyways, just following up on the whole transition to advisory, which you're – obviously ongoing process, but obviously you're recognizing that that could accelerate with the DOL.

I think this has been asked before, but how do attachment revenues compare under advisory versus brokerage? I mean I assume brokerage products, you get a lot of fees from mutual funds and you made some comments around those attachment revenues being down a little bit.

If people go to advisory and they use more ETFs and like other like wrap products and things like that, how do the attachment revenues, the transaction fees and the asset-based fees change potentially for you?.

Yeah. And actually let me simplify – I think it's the best way to look at it. Effectively, the same capabilities that we provide doing transfer agency work, supply and reporting, all those things that are the mechanics of providing distribution stay the same whether the asset is in a brokerage account or whether it's in an advisory account.

And that's by far the majority of the revenues that we receive in this category. You can't have sponsorship in advisory assets, so we don't have that today. And you do have effectively sponsorship that's within marketing charges that are within the brokerage world.

So it already exists and is the fact that you have that difference in the way revenues are created on the attachment side.

Remember, though, that in addition to those attachment revenues we receive an account charge, as you say, transaction fees and the like; and those fees are basically higher than the advisory account when you think about it as an ongoing collection of revenues.

So we've often said that a dollar of client assets in an advisory account is more valuable than a dollar of assets in a brokerage account, and that's why we like the movement to advisory over the long-term. So that dynamic remains even though that march to advisory may be faster. And then the final question you asked is really around essentially ETFs.

ETFs really do only show up in advisory in volume; they don't exist in the brokerage world, per se. And we've had a clip over the last several years of about 2% of assets moving to ETFs over time; and that's a clip that's quite manageable.

Even if it were to double, that's a quite manageable clip, because ETFs are a security, they're not a fund, so they don't pay a transfer agency type fee. But we do get transaction revenues from them; and of course we still get the account revenues that we talked about before.

And then, finally, if you look at it in terms of kind of what works for consumers, we've created centrally managed platforms that, ours is particularly called Model Wealth portfolios. They've been very popular. We repriced them a bit last year, effective January of this year.

And what those do is allowed advisory to outsource the investment management an oversight of trading of an account. So it's very cost-effective for them. It also allows them to choose from a wide variety of asset allocators, from LPL, to BlackRock to others. And so it's a good selection of capabilities for them.

And in that product line, that's where the majority of our ETF assets go because we have an all-ETF solution there. And the account fee basically pays for the transaction fees and essentially pays for the transfer agency work as well.

So we have good ways of dealing with, no doubt, the march towards ETFs and lower cost products that deal with some of the structural differences and the way they pay..

All right. That's very helpful. And then I guess just a small one from me for Matt. I think you gave some color here just now on the cash sweep and what you're seeing so far this year.

I think you said low-50 basis points on the ICA, so maybe can you be a little bit more specific there? I don't know, is that 52 basis points I guess? And then what you're seeing right now? And then you said in the second half it's coming down a bit.

So can you just be a little bit more specific to what level, as some of those arrangements move, roll-off you think you'll be in this kind of rate environment? And then, sorry, I missed the number on your money market funds fees. I think you said where those are running so far this quarter as well. So that'd be helpful again. Thanks..

Yeah. So 20 basis points on the money market fees. On sweep, so they're just above 50 basis points. They're slightly above 50 basis points is all the precision I have for you there. But to clarify, that's the run rate post the anchor bank rundown, if you will. So that rundown's going to happen over the first half of the year.

So everything else being equal, we'll be biased to be above that low-50 basis points for the first half of the year, and the low-50 basis points is just the run rate once that's done. So hopefully that gives you a little bit perspective on that rate..

Okay.

And then there's nothing thereafter as we get to 2017, or are we basically completely done just with that issues, the run-offs?.

Yeah. I mean, it's a large portfolio with a lot of different banks. By far, that is the biggest and really the only material one worth noting..

All right. Thank you..

Sure..

Thank you. Our next question comes from the line of Ken Worthington with JPMorgan. Your line is open..

Hi. Good morning or good afternoon..

We've really thrown all of you today by doing the call in the afternoon, haven't we? Ken, you're breaking up, I'm afraid.

Ken, are you there?.

Our next question comes from the line of Chris Shutler with William Blair. Your line is open..

Hey, guys. Good afternoon..

Hey, Chris..

As you transition more to advisory kind of keeping on that theme, where do you think, Mark, looking out a few years, three years to five years, what percentage of your total assets do you think could be advisory? And how do you guard against the issue of reverse churning, which has been brought up by regulators?.

Well, that is like a 30,000-foot question followed by a one-foot question. But the one foot first. So reverse churning, just for those who aren't in the know, means that you don't trade the account enough.

And that is a concern of us as the organization that oversees the activities of advisors, is it s a concern for investors where their money may not be managed to the level they need it to be and particularly in volatile markets.

And we have a process for reviewing every advisory account here and making sure that we can see if it's on the corporate RIA, LPL's RIA that we can see the activity that's going on.

If we're a custodian for the RIA, then they have their own compliance process that looks for reverse churning and they own the liability that comes from the lack of adherence to the rules of the SEC. So not particularly worried about it. In my experience, it's a relatively limited problem because most of the time you have volatility in markets.

Maybe we have more than we all would like right now, and we certainly are coming off a period of very low volatility. So that isn't a concern. And if we see it, we can deal with it quite readily.

It's also one of the reasons why advisors who are long-term hold advisors might be well served to use the central platforms because those platforms review accounts every quarter basically and will rebalance based on market movements, particularly a movement like you're seeing happen now. So I think we have plenty of tools to make that work.

And then if you look at the march towards advisory, I don't know that I can predict if we're going to can go from 40% to 60% or 40% to 50%. That's not possible, at least for me. There's no doubt that we are on a march towards being predominantly advisory in assets.

We're already predominantly advisory in gross margin and we're already predominantly advisory in sales. I believe the number's around 65% of product sales in 2015 were advisory related. Gross margin would have been about 55%, if I remember right, or just over 50% directionally.

And therefore, what you have is we're already moving that way through the way assets are growing today. We just have a large embedded base of brokerage assets given our historic leadership in the independent broker dealer space.

So I won't predict where we're going to get, but clearly we'll be higher over time given the sales numbers of today and given that march towards advisory..

Okay. Thanks. And then on a totally different topic, Mark, you mentioned the robo offering I think earlier. I think, correct me if I'm wrong, you believe that small accounts are going to be disadvantaged by the DOL rule.

So I guess first, is this going to be a buy or build for LPL? And how do you see that eventual offering being rolled out to the advisors? Is it your goal that when the DOL rule is actually live that you'll be live with a robo? Thanks..

Yeah, I don't think they need to be concurrent with the live rule. The rule is likely to come out here in April. So that's pretty quickly and we'll have at least eight months to adhere to it. And so we certainly plan to have our robo advisor as a solution, but remember it's not the only solution.

We already have the Model Wealth portfolios that can take accounts I believe down to $15,000 and we have optimum market portfolios which I believe go down to $10,000 and we'll probably lower minimums in those programs to accommodate smaller accounts.

In any case, even if the rule has a workable best interest contract, we would likely lower the minimums there. And then robo advice is really about client self-service and being able to also deal with small accounts. But I don't know that it would have balance requirements that are less than what we're talking about in the other programs.

So it's really meant for opening up a new market, which is allow advisors to work with the children of their current clients or to allow advisors who are in the millennial generation. There's one just up the road from San Diego in LA, for example.

It does a great job of having millennial advisors who serve millennial clients and they want to have that technology as part of their offering. So it's a little different mark than DOL, but completely agree it would be one of several solutions that we plan on having on offer as the DOL rule becomes clearer..

All right. Thank you..

I'm sorry. You asked one other question, which is are we going to build it or buy it, we're actually renting it. We haven't announced who the rental partner is, but just so we're clear..

Got it. Thanks..

Thank you. Our next question comes from the line of Chris Harris with Wells Fargo. Your line is open..

Thank you. Hey, guys..

Hey, Chris..

First question relates to the balance sheet. If we run rate your current EBITDA, based on my calculations, you guys are at 4.3 times leverage now, already over your target. So from there it seems like it would only take another 15% or so decline in EBITDA and then you're up against the 5 times leverage limit in your covenants.

So wanted to get your thoughts about at what point might you actually need to start paying debt down with excess cash flow as opposed to thinking about buybacks?.

Yeah. Chris, so this is Matt. I'll take that one. And I think there's a few things to keep in mind. First, I'm sure you're looking at it, but keep in mind that from a covenant standpoint, it's the credit-defined EBITDA, right. So that's a metric that we negotiated.

It's got a little bit of more flexibility than the management defined adjusted EBITDA that we've had. So if you look at the quarter and it's just north of $110 million or $111 million for that metric. Second, I think you know them well because you just stated them, but we did negotiate covenant capacity in the new debt.

And the other thing that I would keep in mind is it's a trailing four quarter test, right. So when we entered into the deal we were at 3.7 times. We ended this quarter at 3.8 times. So it's not something that happens overnight.

With respect to the quarter, right, so just annualizing the quarter the way you did, I would keep some seasonality items in mind and maybe just starting on the gross profit side, right. So from a payout standpoint, I'm sure you know this well, but the bonus production payout is billed throughout the year, right.

So Q4, just by the nature of the payout, is the highest quarter of the year, right. So annualizing that is going to have a disproportionate impact. And then all the things that are highlighted on the expense side that has some seasonality, core G&A with some year-end disclosure. It's our typical year-end service ramp up.

On the promotional side, the year-end marketing push and then on the regulatory side, where we expect to decline from here. So there's just a lot of things that I think I would caution in annualizing Q4. But then to your point, just sticking to the environment, right.

There's no doubt, as I said a little bit earlier, the commissions and advisory fees are going to be pressured in this environment. But at the same time, there's some natural offsets, right. Transactions would typically be higher. Our cash sweeps would tend to be higher, right. They grew in the fourth quarter.

You'll see next week when we release January metrics, where January came out, there's definitely some natural offsets there. Putting all that together, right, the environment's not lost on us. Our covenants and our debt are not lost on us.

We need to be dynamic and flexible, making sure we're balancing, focusing investments for growth, but also being efficient and smarter here. So hopefully that gives you a bunch of color and context on how we're thinking about that..

It does, yeah. Thank you for that. The follow-up I had really had to do with the buyback. And I know you guys tend to have a pretty good line of sight in your business, and so I would imagine that you guys had some idea that the fourth quarter was going to be pretty challenging.

So I'm not sure why then you'd buy so much stock ahead of that trend, as opposed to waiting until after the fact and then you'd have all kinds of dry powder.

So maybe you can help us understand the timing associated with the buyback and maybe what happened during the quarter that perhaps was a surprise?.

Well, I think the surprise is the market downturn, right. No one predicted the Spanish Inquisition. As you look at it, you have six weeks of relentless market drop, including today; and that is the issue. So I think as you look at it, what we saw was an opportunity to get the first wave of buyback done at pace.

And we have always been an aggressive buyer of our shares. And so this is no different in terms of our behavior. And certainly, we had insight into the quarter and knew we'd have challenges, but didn't feel we'd be that far off from the rest of the market. And I think the rest of the market's reporting shows that we're not that far off.

And so on a relative basis, the price is going to be somewhere around a number not too different than we used and therefore makes sense to do it sooner rather than later in terms of reducing share count; and it was no more complex than that..

Okay. Thank you..

Thank you. Our next question comes from the line of Bill Katz of Citigroup. Your line is open..

Okay. Thanks very much. Appreciate you taking the questions. I guess, good evening..

Sure..

I think I'm following along. So could you talk a little bit about how much flexibility you have with the core G&A? From what I've heard so far there's a lot of pressure on the top line against investment spend.

So I'm just trying to understand how much of offset there might be for margin pressure if this environment does not improve?.

Yeah. We have plenty of room for adjusting expenses. And we've had a history as an organization of adjusting expenses where needed. Unfortunately, we all get to remember 2008 and 2009 in moments like this when we had a significant reduction in our run rate of cost back then.

Without going into the details, it was a significant change in our run rate cost. If we obviously view the market's going to continue this way, we'll have to do something somewhat similar.

We do believe that it's important for us to stay focused on particularly our technology projects and the work we're doing to continue to attract and retain advisors. And we need to understand, as anybody does, kind of what this market's going to hand us in terms of both market performance and activity.

We have plenty of leverage to pull what I would describe as low, medium and high. And we have no problem pulling on those levers when we need to..

Okay. Second question is just as you think about your mix shift, you know the ongoing migration toward advisory.

If we deposit an environment of flat interest rates for the next couple of years as the forward curves are increasingly suggesting, how does the profitability play out if you in fact do migrate more to advisory? And then the second correlation to that is what comments do you have as that business migrates at your – what your capture rate would be? So in other words, would there be some leakage in your assets as a result of that migration?.

Yeah. Great question. So I think as you look at the dynamic of that business and the assets influx, you'd expect that if it's a greater push towards advisory, let's say particularly predicated on the Department of Labor, that we're going to see that particularly harming our independent broker-dealer competitors.

And we would then see assets in motion both from advisors moving to places that are really under severe pressure into places like LPL, who is a market leader. And you would expect to see consumers making decisions about what they want. And we have a very wide variety of ways we can solve their problems.

We talked about a few of them like Optimal Market portfolios, Model Wealth portfolios, robo advice, our SAM programs where its rep is the portfolio manager on the advisory side. So we certainly would have some leakage. We always have leakage out of any program from existing advisors. That's 96% retention, rather 100%.

But as you look at it, that leakage would be more than overwhelmed from other assets coming in through those other sources. So I don't particularly see that as a worry in and of itself. I think you'll always have the body of work that it takes to get advisors and investors to understand their choices, make those choices and then execute on them.

And so I think you always have some execution risk. We're definitely talking about a sizeable movement if it's motivated by the Department of Labor in particular. If it's not that, it's just the normal process we've seen today, then no worries at all on really any of those fronts..

And just one last one, I appreciate you taking all my questions this evening..

Of course, Bill..

When we look at your net new advisors down for the second quarter in a row, a number of your peers are just talking about very strong pipelines and very good asset growth, et cetera.

Can you sort of keys out from that number how much of this might be ongoing attrition from some of your lower cost producers versus maybe what might be going on at the macro level that could be stalling some of your growth in that line, if you will? Thank you..

Yeah, absolutely.

So it's really continuing in fourth quarter what we saw in the third quarter which is producers who have very low production levels, zero to $10,000 to $20,000 worth of production that are going out; and we basically have the new classes come in at much higher asset levels or production levels than, say, the previous year as we mentioned in our script; and that changeover is what's happening.

And so the head count has always been an easy proxy over the years just to say, hey, use head count times an average production number and that will get you assets.

That formula doesn't work at this size, because you're getting a flushing out of the lower end producers; and you're bringing in the higher producer and you can't see that in the head count.

Where you have to feel comfortable that that number is correct is you look at the advisory asset flows, you look at the overall asset levels and you sort of take-out market and you can see there's asset growth there, which should be predicated on advisors adding assets who are already with us and obviously advisors who are joining us.

And then I think you can see there's a number of industry consultants and others who report on movement of assets; and of course there's press releases. We don't do them for every single one, but many in the industry do a lot of them that show movement of teams into LPL and the like.

So we feel like we're in very good shape vis-à-vis our competitors and very good shape in terms of movement of assets. And I would say that as we look forward, similar to our competitors, we do see a pipeline that's building nicely. I do think we have to be concerned about this market movement.

Typically, when you get this kind of extreme, advisors slow down the movement process just because they are busy helping clients feel okay about these markets. But with that said, just in terms of pipeline build, we see a good pipeline build probably better than we had in a couple years and which is obviously good for shadowing some movement..

All right. Thanks very much..

Sure..

Thank you. Our next question comes from the line of Devin Ryan with JMP Securities. Your line is open..

Hey, thanks. Good afternoon. Just a couple of follow-ups for me. The first, clearly, a number of fee structures across the RIA custodian space, and I know that you guys aren't necessarily trying to be the low-cost provider there given all the services you provide.

But just with some firms seeming to give more away for free today, how are you guys thinking about pricing; meaning, do you think about changing pricing or maybe even reducing pricing to accelerate asset gathering to the RIA channel maybe in the context of some movement around the DOL rule implementation, for example?.

Yeah. I do think that – so there's really two types of pricing with an advisory that are important to distinguish. You talked about essentially RIA custody pricing, and we feel like that pricing is pretty much at stasis when we look at the custodian competitors. That's come down over the years, as you say.

But generally speaking, it seems to have found its point of distinction between the major custodians; and we feel like we're quite competitive there.

As you say, we have additional services and features, and so for a little bit higher price premium as at RIA, you can use LPL to outsource a fair amount of the work that you have and use our middle office technologies at lower cost than you would having to do that on your own. So that's the value proposition.

It's clearly working, because two-thirds of last year's class was in the hybrid RIA market.

Where we do see an area that we can continue to build is in the central platforms like Model Wealth portfolios and in the corporate RIA, where basically if you look at that prices that we changed a few things last year really in anticipation of the DOL rule, removing the $40 per year IRA fee, for example, in Model Wealth portfolios.

And we would continue to look at making price changes in those two areas, which are different than custody of RIA assets where we feel prices are good. And we'd obviously look for things to help offset those kind of changes. But it has been our tradition to do that for exactly the reasoning you stated.

It just doesn't take much to overwhelm any price cut in volume.

And because the world is heading to advisory, and the more we can do to make practice as efficient by letting advisory to outsource to the central platforms or outsource to the corporate RIA, where they don't have the legal liability and we can oversee their activities, the better everyone will be in that equation..

Got it; very helpful color. Thank you.

And just a quick housekeeping one on the covenant calculations, the net debt portion of the leverage ratio calculation, is there any limitation on the cash balance that could be netted against the debt?.

Yeah, Devin. It's $300 million. So we've got cash available for corporate use of $500 million. So $300 million of that is netted against the covenant calculation..

Got it. Thanks very much..

Thank you..

Thank you. Our next question comes from the line of Joel Jeffrey with KBW. Your line is open..

Joel, are you there?.

If your phone's muted, please unmute..

Sorry, are you there guys?.

Now we can..

Sorry about that. I had a quick question on your advisory revenues. I know in your brokerage business you get 12b-1 fees in the trailer line.

Do you generate those out of the advisory accounts as well?.

Yes, we do. And basically this is where it gets a little complex. You have to take again that same breakdown of where do assets sit. So you assets that sit where we're the REA custodian, and there are 12b-1 fees that can be paid there. All the custodians including LPL receive those. That's part of the offset of the costs.

Those are all disclosed and understood at the retail level, and obviously by the RIA. So that is an area that that happens, but for a different reason that it happens within the brokerage world. And then you have within the corporate RIA, you have qualified and non-qualified accounts.

And qualified accounts are, of course, taxable – or excuse me, tax free accounts. And in those cases we rebate the 12b-1 fees to investors, excuse me, to offset things like their $40 fee per year for their trusteeship of their IRA or whatever else it might be.

And the taxable accounts, the 12b-1 fee is received again fully disclosed to the investor, fully disclosed obviously through the advisors through the corporate RIA and again a practice in which that change has been made.

That explain that breakdown?.

It does.

Can you give us a sense for the magnitude of the fees you generate off of this?.

I don't have the number in front of me in terms of the total of 12b-1, but if you go to – I think probably where you're trying to head to is a little bit related to the Waddell & Reed announcement that occurred last week or the week before, where they are limiting 12b-1 fees.

And you have to be careful because we're talking oranges and they're talking apples. They have their own fees of the 12b-1 nature, and their own funds sold through their own employees through an advisory account. That is not our dynamic. We only do outside funds. We don't have any of our own products.

And these are not our employees, they are advisors who own their own practices or are part of the financial institution. And so what they're actually focused on, as I understand it, are the 12b-1 payments that they make through their fund complex to their employees and advisory accounts.

The equivalent in our world would be de minimis in terms of – it would have to be the taxable accounts in the corporate RIA would be the equivalent, and that 12b-1 line is de minimis. Most of those are iShares today, that's why. They are using an A share with a load waive. We're using iShares for the most part in that world..

Great. That's helpful.

And then as you think about rate sensitivity going forward, appreciate the comments you gave on the first quarter, but have you guys thought about a scenario in which the rates go negative?.

Well, you have to think through I think every possibility. Having lived through a world where we went long on rates at the end of 2008, and that's just coming off now here in 2016, we do try to think through any possibility.

Generally where rates go negative aren't so much in the Fed funds rate, but they are in the way that essentially T-bills and the like pay out, which is a little different scenario.

So that would affect a treasury-only money market fund, for example, that would go negative or it would affect an investor who buys a T-bill, which would have a negative rate on it. And so, there's systems issues that relate to that.

And we have a fine partner in our money fund world, JPMorgan, who we've worked with over the years to talk about different scenarios where fund rates may go negative.

So that really is fairly isolated to that world and it's really just a matter of having to do some relatively straightforward systems changes to be able to report out what would be a negative rate on a fund. More than likely it would show up in the short T-bill market and in the way that the assets are accrued there..

Just so in terms of what you're getting on the ICA account, that wouldn't necessarily be impacted by that.

Is that what you're saying?.

Well, I'm not an expert on what the Fed policy is by any stretch of the imagination, although I certainly am a fan of their current policy. And I don't believe from everything that I've read that what they're talking about is going negative on rates. That would be a long change from where they are today or where they've been over the last 10 years.

What I believe this discussion is is more of rate payment for essentially safekeeping of assets that a consumer wants from a governmental asset, whether that's in Germany or Japan. That's the scenario as I understand it is there..

Thanks for taking my questions..

Sure..

Thank you. Our next question comes from the line of Conor Fitzgerald with Goldman Sachs. Your line is open..

Good evening..

Hi, Conor..

So most of my questions have been answered, but just a couple of follow ups.

One just technical, if Fed funds effective goes negative, you aren't bound by zero in your ICA calculations, correct?.

I don't believe we'd be. Our contracts with the banks are basically a number, Fed fund plus a number, if you will. So if the Fed fund number goes from 38 or whatever it is to negative 5, it would be still plus a number that's there. So that's the way it's calculated, if that's helpful..

Yeah. That is helpful. Thanks. And your covenant goes to 4.75 as of Jan 1, 2017.

Is that correct?.

Yeah. So we've got 5 times for basically a year. So 2016, then down to 4.75. That's correct..

Okay. And I'm just trying to I guess understand your thought process on pursuing the buyback, just given kind of some of the risks that you all talked about on rates and what's happened in markets versus preserving cash. Just trying to get a better sense I guess of how you're viewing the risk/reward for buying shares here.

Obviously the stock's lower than it was, but just trying to better understand that risk/reward in your eyes..

Right.

Going forward from here?.

Yeah, exactly..

Yeah. Well, hopefully that came across loud and clear in the prepared remarks, right. A lot has changed. And we are going to be very slow, deliberate and think through what the best way to deploy the capital is and similar thought process on the expense side.

We've got to have the right balance of deploying capital in an effective way for our shareholders, but at the same time recognizing the environment we're in. So there's a lot of balance that needs to happen there and a lot of recognition that things are changing really fast. Six weeks ago this was a totally different world.

So I think that all these things we need to keep in mind..

Okay. And then just on the 12b-1 piece, a follow-up. I understand there's higher costs related to retirement accounts, but I'm trying to better understand why you have a different pricing structure between retirement versus non-retirement accounts..

It's all in the regulation that governs each type of account. And the other structural change difference is when you're a custodian versus being the RIA. So our world is a little bit more complex than most because we're both a broker-dealer, or a broker-dealer, a corporate RIA and we are RIA custodian.

And so you have of course sets of rules from different regulators that govern each account type. And some regulators will have a ban on certain types of payments; others will have a disclosure rule for it and the like..

That's helpful. Thanks..

So, just to be clear as day for everybody, there's no difference in what we're doing than anybody else is doing in the industry.

And so again, what I would read in particular, which again I believe is the source of some of these questions, really is quite a unique circumstance for them as a company and for the way they structure their programs, at least as I understand it. Obviously I don't speak for them.

But their circumstance is completely different than ours, and we look more like the custodians and more like other corporate RIAs, and would be right in step with what they're doing..

Thank you. Our next question comes from the line of Ken Worthington with JPMorgan. Your line is open..

Can you hear me this time?.

Yeah. There you go. You must be on a land line. Thank you..

Yeah. So sorry to beat the dead horse here. I wanted to actually hopefully close the 12b-1 fee debate.

What portion of your 12b-1 fees are charged and trailer fees are charged in advisory accounts? How much are in brokerage accounts with retirement assets and how much are in brokerage accounts of non-retirement assets? How does trailer fees split out between those three buckets?.

So I definitely don't have that in front of me, Ken, and happy to make sure that we look through it. I mean essentially you have 12b-1 fees that are received in brokerage in which there's no question about being able to receive those.

And just to be clear as day, some people make the distinction between retirement and non-retirement in brokerage because of the pending DOL rule. But if you look at their rule, they allow 12b-1 fees to be paid on those retail retirement accounts in brokerage. So there's no question that that remains in place. The SEC has approved 12b-1 fees.

The SEC continues to allow 12b-1 fee payments to be made. So they are approving the product in essence, right, with has those fees. They oversee the taxable accounts through FINRA, and then basically the tax-free accounts are overseen by FINRA and soon the Department of Labor.

And in the Department of Labor rules, they allow 12b-1 fees as the SEC and FINRA do today. So don't see any changes coming there. And I would describe that the majority, vast majority of what we're seeing in 12b-1 fees are there. But I look to Chris or Matt to correct me if I'm wrong..

Yeah. Just to add on to tie everything you said together. The vast majority of the 12b-1 fees are on the brokerage platform. And the corporate advisory platforms we were talking about earlier, which I think was the core of the question, are de minimis. So it's the vast majority's on the brokerage side..

Okay.

And on the trailers that go to the advisory side, what portion do you keep versus what is paid to the broker versus what is rebated back to the customer account? Does LPL keep any of them or does it all kind of go somewhere else?.

Very little is kept by LPL. And basically it, because in the retirement accounts in advisory in the corporate RIA, those fees are rebated in essence, or not in essence, they're rebated to the consumer through their account.

And then within the taxable accounts with an advisory, where it's the corporate RIA, those 12b-1s for the most part have gone away over the years as iShares have been introduced. So Mutual Fund Company A, that's not a good example. Mutual Fund company SAM basically creates an A, B and C share. Over the years, the B share went away.

Over the years, the A share became load waived; meaning that you didn't pay the upfront fee, but you still had a 25 basis point 12b-1 fee on it. And that payment continue to be made as it went into the advisory programs. Smith Fund Family then created something called an iShare, mainly for the retirement account business for 401(k) plans and the like.

And those iShares worked really well in an advisory account. What's happened is as those iShares get introduced, we basically introduced them into the advisory platform as a way to lower the cost for consumers across the board that are there. So that happens regularly that mutual fund companies make those changes.

It changed an awful lot over the last decade. So to my mind most of them have iShares at this point. And we follow the fashion of letting them go to a lower cost level in an advisory because we want to make sure we're providing good value to consumers. So there still are some A shares load waive that are in the system that pay a 12b-1 fee.

It's de minimis. And either the fund company will introduce an iShare and it will be eliminated or how that works. So as you look at it, it's just not a big impact. So again you can't compare the Waddell & Reed situation at all with what it is that you're doing within these programs.

We would look much more like the Raymond James, the Ameriprises of the world in terms of how these programs work; Schwab for that matter..

Great. Thank you very much..

Sure..

Thank you. Our next question comes from the line of Douglas Sipkin with Susquehanna. Your line is open..

Yeah. Thank you. Good afternoon. I apologize. I know you guys have hit on this, but I missed it, but I think it's important.

Can you review some of the pricing dynamics in the money market and the insured cash account fees? Can I get the guidance around where the money market fee is going and then the guidance around where the insured cash account fee is going? It sounded like it was going to be stable or even trending up despite the fact that you have that repricing.

So I guess what happened there? And why sort of has that repricing maybe shifted out to the second half for the year? Have you like renegotiated with that large customer? Thanks..

Yeah. Sure. So the money market is pretty simple. It's the run rate of 20 basis points with the said increase. On the ICA side, there's a few things going on. I think the first and foremost is of the recent Fed move. We kept 100% of that increase. So just assuming there's a midpoint of the 25 to 50 range that would flow through.

On the anchor bank step-down, that is largely offsets that and our prior estimate line was that would happen all in January 1. As we've gotten to the point of actually winding that down, our estimate now is that will wind down over the first half of the year.

So the slightly above 50 basis points, those are estimate of the run rate once that wind down happens; meaning that will likely be above that slightly above 50 basis points in the first half of the year..

All right.

So for the first half for the year you're above 50 basis points; for the second half of the year you're at around 50 basis points?.

Right, assuming no change..

Assuming the Fed, yeah, assuming the Fed fund stays the same. Okay, great. Great. Okay. Appreciate that. Thanks. That's all I got. Thanks so much..

All right. Thank you..

Thank you. That does conclude our Q&A session for today. Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program. You may all disconnect. Everyone, have a great day..