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  • TD Ameritrade Holding Corporation (Nasdaq: AMTD). Brokerage services provided by TD

    Ameritrade, Inc., member FINRA/SIPC, and TD Ameritrade Clearing, Inc., member FINRA/SIPC,

    subsidiaries of TD Ameritrade Holding Corp. TD Ameritrade is a trademark jointly owned by TD

    Ameritrade IP Company, Inc. and The Toronto-Dominion Bank. 2016 TD Ameritrade IP Company,

    Inc. All rights reserved. Used with permission.

    TD Ameritrade to

    acquire Scottrade

    Combination enhances scale,

    accelerates growth

    1

    October 24, 2016

    Tim Hockey, President and CEO

    Steve Boyle, EVP and CFO

  • This document contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform

    Act of 1995, including statements giving expectations or predictions of future financial or business performance or conditions. We intend these forward-

    looking statements to be covered by the safe harbor provisions of the federal securities laws. Forward-looking statements are typically identified by

    words such as believe, expect, anticipate, intend, target, estimate, continue, positions, prospects or potential, by future conditional verbs

    such as will, would, should, could or may, or by variations of such words or by similar expressions.

    In particular, any projections or expectations regarding the proposed business combination transaction between TD Ameritrade Holding Corporation

    (TD Ameritrade) and Scottrade Financial Services, Inc. (Scottrade) described herein, our future revenues, expenses, earnings, capital expenditures,

    effective tax rates, client trading activity, accounts or stock price, as well as the assumptions on which such expectations are based, are forward-looking

    statements. These statements reflect only our current expectations and are not guarantees of future performance or results. These statements involve

    risks, uncertainties and assumptions that change over time and could cause actual results or performance to differ materially from those contained in

    the forward- looking statements and historical performance. In addition to the risks, uncertainties and assumptions previously disclosed in TD

    Ameritrades reports and documents filed with the Securities and Exchange Commission (SEC) and those identified elsewhere in this communication,

    these risks, uncertainties and assumptions include, but are not limited to: the ability to obtain regulatory approvals and meet other closing conditions to

    the proposed transaction, including the completion of the merger between Scottrade Bank and TD Bank, N.A., on the expected terms and schedule;

    delay in closing the transaction; difficulties and delays in integrating the TD Ameritrade and Scottrade businesses or fully realizing cost savings and

    other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and

    earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer

    disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; TD Ameritrades and Scottrades

    businesses experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with

    employees, customers, other business partners or governmental entities; the inability to realize synergies or to implement integration plans and other

    consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes,

    capital management activities, and other actions of regulatory bodies and legislative and regulatory actions and reforms, general economic and political

    conditions and other securities industry risks, fluctuations in interest rates, stock market fluctuations and changes in client trading activity, credit risk with

    clients and counterparties, increased competition, systems failures, delays and capacity constraints, network security risks, liquidity risks, new laws and

    regulations affecting our businesses, regulatory and legal matters and uncertainties and other risk factors described in our latest Annual Report on Form

    10-K, filed with the SEC on Nov. 20, 2015 and our subsequent Quarterly Reports on Form 10-Q filed thereafter and other reports and documents we file

    with the SEC. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect

    actual results.

    These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time and speak only as of the date

    on which the statements were made. We undertake no obligation to update or revise publicly any forward- looking statements, whether as a result of

    new information, future events or otherwise, except to the extent required by the federal securities laws.

    Forward-looking Statements Important Information

    2

  • TD Ameritrade & Scottrade

    Transaction Details

    3

  • Our Strategy

    4

    Deliver a Superior Client Experience

    Scale Speed Simplicity Innovation

    Lead in Trading Grow Client

    Assets

    Build out Advice

    Solutions

    Core Objective

    Execution Drivers

    Strategic Goals

  • Combination Extends Our Leadership Position in the Retail Brokerage Industry

    5

    Combined ~$950b(5) in client assets and ~600k DARTs (1)

    Leader in trading

    463k DARTs(1)

    Premier asset gatherer

    $774b in client assets(5)

    Growth in fee-based investment balances

    $170b in fee-based investment balances(7)

    Well positioned for rising interest rates

    $119b in interest rate sensitive assets(8)

    Good stewards of shareholder capital

    Target 60-80% net income return to shareholders(9)

    Unique relationship with TD Bank

    Capital light model

    Leading retail brokerage franchise

    One of the pioneers of investing services

    Award-winning client service

    Large client base of traders and investors

    2m+ clients with 3m+ funded accounts(2)

    Largest physical network among online brokers

    ~500 branches(5)

    Consistently delivering strong organic growth

    $170b in client assets(5)

    Strong trader franchise

    137k DARTs(1)

    Combination will enhance our scale, growth, cash flow and capital returns

  • Immediately enhances our scale and accelerates our growth

    Extends our leadership position in trading (~600k in pro forma DARTs(1))

    Significantly grows our client base by adding over 2m clients with 3m+ funded accounts(2)

    Expected to generate double digit accretion post-conversion

    12% to 15% accretive in years 2 and 3 (GAAP basis)(3)

    15% to 20% accretive in years 2 and 3 adjusted basis (excluding intangible amortization)(4)

    Expected to achieve double digit ROIC/IRR post-conversion

    Ability to monetize $36b(5) in incremental client cash balances

    Significantly expands our geographic footprint through an established branch network

    Enhances our asset gathering capabilities

    Enhances our presence in markets where Scottrade is strong

    Operating leverage in existing model will enable us to generate significant synergies

    Cost savings related to technology, operations/back office, and advertising

    Approximately $450m anticipated in annual cost saves; realized in full by Year 2(6)

    Potential for meaningful additional opportunity, primarily through growing share of wallet

    (e.g., mobile, derivatives, fixed income, and investment advice)

    $300m+ long-term opportunity

    Robust pro forma cash flow profile; enhanced by meaningful tax benefits

    Modest combined leverage at closing (at or below pre-acquisition levels after synergies)

    Track record of successful acquisitions

    History of integrating acquisitions, realizing synergies, and driving shareholder returns

    Compelling Combination of Leading Firms

    6

    Enhanced Scale

    Financially Attractive

    Expanded Footprint and

    Client Reach

    Significant Synergies

    Strong Cash Flow and

    Operating Leverage

    Proven Consolidator

  • 7

    Combination Benefits Both Scottrade and TD Ameritrade Clients

    Client Benefits Client Benefits

    A transaction which drives benefits for both client bases

    Comprehensive investor education tools

    Sophisticated trading platforms and advanced mobile trading technology

    Enhanced product capabilities (i.e., complex options, futures, foreign

    exchange, mutual funds/ ETFs, and portfolio margin)

    Access to more investment guidance and advice solutions (i.e., goal

    planning, robo advice, and Amerivest managed portfolios)

    Further strengthen client relationships via expanded branch footprint

    Enhanced offering resulting from award winning client-centric culture

    Leverage the benefit of enhanced scale to drive innovation

  • 8

    Step One: TD Bank, N.A. Acquires Scottrade Bank Step Two: TD Ameritrade Acquires SFSI(11)

    Transaction Structure TD Bank, N.A. acquires Scottrade Bank from Scottrade Financial Services, Inc.(SFSI), followed by

    TD Ameritrade acquiring SFSI

    TD Bank, N.A. TD Ameritrade

    Scottrade

    Brokerage

    Scottrade

    Bank

    Scottrade

    Brokerage

    Scottrade Financial

    Services, Inc.

    Scottrade

    Shareholders

    Scottrade Financial

    Services, Inc.

    Scottrade

    Shareholders

    Cash

    xxpayment(10)

    Acquisition of

    100% of

    Scottrade Bank

    Acquisition of 100%

    Scottrade Financial

    Services, Inc.

    Including cash from

    bank sale

    $3.0b in cash(12)

    $1.0b in equityXX

  • Strategic Rationale TD Ameritrade will acquire Scottrade Financial Services, Inc. for $4b(12)

    $2.7b(12) net price after accounting for TD Bank's ~$1.3b(10) acquisition of Scottrade Bank

    Financial Rationale

    In combination with the cash proceeds from the sale of Scottrade Bank, Scottrade

    shareholders will receive $3.0b(12) of cash and $1.0b of TD Ameritrade equity

    $2.7b(12) net price being funded with $1.3b of cash and $1.4b of TD Ameritrade equity

    $1.3b cash sourced from TD Ameritrade cash ($900m) and new debt offering ($400m)

    $1.4b equity issued: Scottrade shareholders ($1.0b) and TD Bank ($400m)(13)

    Compelling Value Creation Rodger Riney to join the TD Ameritrade board at closing

    Significant Synergies Approximately 565m basic shares outstanding at close

    Public Float ~42% / TD Bank ~41% / Ricketts ~11% / Scottrade Shareholders ~4.9%

    Strong Cash Flow and

    Operating Leverage

    Expected to close during FY17(15)

    Anticipate clearing conversion to TD Ameritrade systems in FY18

    Proven Industry

    Consolidator and Innovator

    Regulatory approvals: FINRA, HSR, and customary closing conditions

    TD Bank regulatory approvals from OCC and OSFI

    9

    Transaction Summary

    Structure

    Financing

    Board of Directors

    Pro-Forma Ownership(14)

    Timing

    Regulatory Approvals(28)

  • 10

    Transaction Summary: Purchase Price

    $4.0b Gross Purchase Price(12)

    $1.4b Equity(13) $1.3b Cash

    $900m of cash from TD Ameritrade

    $400m new debt offering

    ~28m shares to Scottrade shareholders

    ~11m shares to TD Bank; cash

    proceeds used for consideration to

    Scottrade shareholders

    Paying $4b in cash and equity

    $2.7b TD Ameritrade's

    Net Purchase Price(12)

    (Less)

    Equals

    ~$1.3b Scottrade Bank

    Sale Proceeds(10)

    Funded With

    Note: Retirement of ~$385m Scottrade debt will be

    primarily funded with cash acquired from Scottrade

    (ex. Bank cash) and cash from TD Ameritrade

  • Strategic Rationale $4b (or $2.7b net of proceeds from bank sale)(12)

    Net purchase multiple: 3.8x revenue(16)

    Net purchase multiple: 3.0x revenue includes net present value of tax benefit(17)

    -7% to -12% dilutive in year 1 (excluding restructuring charges)

    12% to 15% accretive in years 2 and 3 (GAAP basis)(3)

    15% to 20% accretive in years 2 and 3 adjusted basis (excluding intangible amortization)(4)

    Financial Rationale $713m in revenue (pro forma Scottrade revenue FY16)

    Includes $154m in pro forma IDA(18) revenue (~$28b in cash generating 55 bps blended yield)(19)

    Compelling Value Creation

    Total addressable cost base of ~$750m (FY16)(6)

    Expect ~$450m in total expense synergies (~60% of addressable costs)(6) ~$100m synergies pre-conversion

    ~$350m additional run-rate synergies post-conversion

    Significant Synergies Expect $60m to $70m of incremental client amortization expense (GAAP basis)(20)

    Primarily driven by client intangible

    Strong Cash Flow and

    Operating Leverage Estimate 338(h)(10) tax benefit of ~$50m per year for 15 years

    Estimated net present value of the 338(h)(10) election is $545m

    ~$550m in restructuring related charges

    Primary drivers are severance, vendor termination fees, transaction fees, debt retirement

    $50m to $100m additional opportunity in years 2 and 3 ($300m+ longer term)(22)

    Grow share of wallet by offering expanded products/platforms to Scottrade clients

    11

    Financial Summary

    Purchase Price

    Accretion/Dilution

    Revenue

    Expense Synergies

    Amortization Expense

    Tax Benefit(21)

    Restructuring Charges

    Additional Opportunity

  • 12

    Client Assets(5)

    Funded Accounts(2)

    DARTs(1)

    Revenue / Trade(24)

    Client Cash(5)

    Margin Balances(5)

    Derivatives(25)

    7.0m 3.1m

    $774b $170b

    463k 137k

    $11.76 $10.10

    44% 11%

    $113.3b $35.7b

    $11.8b $2.5b

    Branches(5) ~100 ~500

    10.1m

    $944b

    600k

    $11.38

    36%

    $149.0b

    $14.3b

    ~450

    Enhancing Our Scale and Accelerating Our Growth

    Meaningful lift across key operating metrics will drive scale, efficiencies and growth(23)

    +

  • 13

    Combination Will Significantly Grow Branch Presence

    Anticipate that our physical footprint will expand to ~450 branches; accelerates

    TD Ameritrades asset gathering strategy

    Combined Footprint

    Scottrade

    TD Ameritrade

  • 14

    Track Record of Successful Acquisitions

    $26 $34 $55 $69

    $83

    $262 $303

    $278 $302

    $355 $379

    $472

    $556

    $653 $667 $774

    0

    100

    200

    300

    400

    500

    600

    700

    800

    900

    1,000

    $0

    $100

    $200

    $300

    $400

    $500

    $600

    $700

    $800

    $900

    $1,000

    2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

    DA

    RT

    s (0

    00

    )(2

    7)

    Cli

    en

    t A

    sse

    ts (

    $b

    )(26)

    $944

    DARTs

    600k

    Proven experience acquiring and integrating to create client and shareholder value

    Successful Acquisition Track Record

    http://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwj6vsfv09rPAhXENSYKHXwXCt4QjRwIBw&url=http://www.finscreener.com/brokers.php&bvm=bv.135475266,d.cWw&psig=AFQjCNFJuXYjdNIL3KQcNbHpNO5mRer4mw&ust=1476546861302042http://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwjvjdOC09rPAhVHJiYKHZfzAhAQjRwIBw&url=http://www.amtd.com/inside-td-ameritrade/our-history/default.aspx&bvm=bv.135475266,d.cWw&psig=AFQjCNH8CrqBLWMeWsImViI8J-K7t_gR-w&ust=1476546634726098http://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwjDlJCy1drPAhUEwiYKHb5WAdYQjRwIBw&url=http://itworks.agency/our-work/&bvm=bv.135475266,d.cWw&psig=AFQjCNEs8Y0muvgLkjGWVuuUUBUr4bSfuQ&ust=1476547271208759

  • 1. Financially-attractive with compelling shareholder benefits, including double-

    digit EPS accretion post-conversion.

    2. Provides clients with a broader, more robust offering, including more education,

    more advanced tools, more products and more long-term investing solutions.

    3. Accelerates our growth, adding significant scale to our retail business, extending

    our leadership in trading, and more than quadrupling the size of our branch

    network.

    15

    Summary

    Opportunistic acquisition extends TD Ameritrades leadership position

    10 Million Client Accounts ~$1 Trillion in Assets ~600K Trades Per Day

    3.

  • Q4 FY 2016

    Financial Results Summary

    16

  • September Quarter 2016 Summary of Notable Items in the Quarter

    17

    Notable operating expense items of approximately $46M, impacting earnings

    per share by $0.05 unfavorably

    Terminated various projects and contracts

    Better positioned to implement strategic plans

    Notable tax items of approximately $17M, impacting earnings per share by

    $0.03 favorably

    Incentives on software development

    Impacts go-forward tax rate assumptions

  • Balance growth is key

    $59

    $68 $73 $76

    $84 1.37%

    1.17% 1.11%

    1.09% 1.09%

    0.95%

    0.80%

    1.00%

    1.20%

    1.40%

    $40

    $50

    $60

    $70

    $80

    $90

    FY12 FY13 FY14 FY15 FY16 FY17

    IDA(12) Net Revenue

    18

    Outlook Range ($M)(6) IDA Net Revenue ($M)

    Outlook Range ($B) Avg. IDA Balance ($B)

    Net Yield Outlook Range

    $870

    $828 $804 $820

    $839

    $926

    $500

    $600

    $700

    $800

    $900

    $1,000

    FY12 FY13 FY14 FY15 FY16 FY17

    $955

    $90

    $94

    Fiscal 2016

    Record average balances

    Stable net yields

    Record client net buying

    activity

    8 bps decline from Jun Q to

    Sep Q including 4 bps due

    to higher balances and 3

    bps due to increased FDIC

    insurance

    Fiscal 2017

    Balance growth expected to

    compress yields

    1.00%

  • Fiscal 2017 Outlook Range(6)

    Financial Macro Assumptions Key Metrics

    High

    $1.80 EPS 10% Market Growth NNA(1) $85B / 11%(2)

    42% Pre-Tax

    Margin

    Increasing Fed Funds

    Increasing Yield Curve TPD 505K

    Operating expense growth

    of 3% NIM(16) 1.38% / IDA(12) 1.00%

    Low

    $1.50 EPS 0% Market Growth NNA $55B / 7%

    38% Pre-Tax

    Margin

    No change in Fed Funds,

    flattening Yield Curve TPD 475K

    Operating expense growth

    of (1%)

    NIM 1.27% / IDA 0.95%

    19

  • Conclusion

    20

    Plans for fiscal 2017 scale and speed are key

    Execution: focused on increased nimbleness, agility and throughput

    Investments: technology, sales people

    Priority: organic growth in trades, client assets

    Key initiative: building out solutions for investment guidance/advice

    Key opportunity: DOL Fiduciary Rule implications for the industry

    FY17 outlook range(6) of $1.50-$1.80

    Closing out a good fiscal year, core strategy does not change

  • Q&A

    21

  • 22

    1. Total revenue-generating client trades divided by the number of trading days in the period as of FY16 (October 2015 to September 2016)

    2. Funded accounts as of September 30, 2016

    3. Accretion/(dilution) includes moving Scottrade sweep deposits into the IDA, client attrition, expense synergies, additional opportunities, incremental client intangible amortization expense,

    and incremental corporate debt expense

    4. Accretion/(dilution) on an adjusted basis excludes current deal client intangible amortization expense

    5. Data as of September 30, 2016

    6. $450m in annual cost saves is based on addressable operating expense base of $750m (excluding depreciation & amortization and corporate debt interest expense) for 12 month period

    ending September 30, 2016

    7. Market fee-based investment balances plus money market mutual funds as of September 30, 2016

    8. Interest rate sensitive assets consist of spread-based assets and money market mutual funds as of September 30, 2016

    9. FY16 target of 60-80%, actual return was 80%

    10. Purchase price for Scottrade Bank is based on Scottrade Bank tangible book value at closing; Scottrade Bank tangible book value was ~$1.3b as of September 30, 2016

    11. Excludes debt retirement and transaction fees and expenses

    12. Purchase price for Scottrade Financial Services, Inc. is subject to closing adjustments

    13. Equity issuance is calculated based on closing share price of $36.12 as of October 7, 2016

    14. Pro forma ownership breakdown assumes current ownership plus new shares issued under the Scottrade transaction

    15. Subject to regulatory approvals and satisfaction of other closing conditions

    16. Net purchase multiple is calculated based on $2.7b net purchase price over pro forma Scottrade revenue for FY16

    17. Net purchase multiple is calculated based on $2.2b net purchase price (includes net present value of 338(h)(10) tax benefit of $545m) over pro forma Scottrade revenue for FY16

    18. Client cash is held in FDIC-insured deposit accounts (IDA)

    19. $28b excludes $5b in deposits at the broker/dealer

    20. Incremental client intangible amortization expense is an estimate and subject to final assessment

    21. Tax benefit is on a cash basis (non-GAAP); net present value of 338(h)(10) is estimated based on final purchase price and the projected book value at close

    22. ~$50m and ~$100m in additional opportunity are assumptions for year 1 and year 2 after clearing conversion

    23. May be some overlap due to common clients

    24. Revenue per trade includes commissions and order routing revenue

    25. % of derivatives trades (options, futures, and foreign exchange) over total revenue trades

    26. Client assets represent ending assets in reported period

    27. Total revenue-generating client trades divided by the number of trading days in the entire fiscal year

    28. Additional regulatory approvals may be required (e.g., Federal Reserve)

    Appendix: Scottrade Footnotes

  • Appendix: Earnings Footnotes

    23

    1. Net new assets (NNA) consist of total client asset inflows, less total client asset outflows, excluding activity from business combinations. Client asset inflows

    include interest and dividend payments and exclude changes in client assets due to market fluctuations. Net new assets are measured based on the market

    value of the assets as of the date of the inflows and outflows.

    2. NNA growth rate is annualized net new assets as a % of client assets as of the beginning of the period.

    3. Market fee-based investment balances plus money market mutual funds. Ending balances as of Sep. 30, 2016.

    4. Interest rate sensitive assets consist of spread-based assets and money market mutual funds. Ending balances as of Sep. 30, 2016.

    5. See attached reconciliation of non-GAAP financial measures.

    6. FY17 forecast per 10/24/16 outlook statement.

    7. Derivatives include options, futures and foreign exchange (Forex) trades per day.

    8. Total revenue-generating client trades divided by the number of trading days in the period. This metric is also known as average client trades per day.

    9. Average commissions and transaction fees per trade.

    10. Market fee-based plus money market mutual fund revenue.

    11. Return on average stockholders equity (annualized).

    12. Client cash is held in FDIC-insured deposit accounts (IDA) at TD Bank, N.A. and TD Bank USA, N.A. TD Ameritrade, TD Bank, N.A., and TD Bank USA, N.A.

    are affiliated through The Toronto-Dominion Bank.

    13. Ending balances as of Sep. 30, 2016 consisted of $11.8B in client margin balances, $8.7B in segregated cash, and $4.1B in other balances.

    14. Impact on spread-based and money market mutual fund revenues in the next twelve months following an interest rate increase. Assumes fed funds increase

    results in a parallel shift to the LIBOR/SWAP yield curve. Range impacted by client sharing assumptions. Over 90% of the benefit in year one is attributable to

    short-term rates. EPS range corresponds to $65-$80M of revenue. Model updated as of 10/19/16.

  • Appendix: Earnings Footnotes

    24

    15. Cash used for share repurchases and dividends divided by net income excluding amortization of intangible assets. Excludes shares repurchased for payroll

    taxes on equity award distributions.

    16. NIM (net interest margin) is a measure of the net yield on our average spread-based assets.

    17. Client assets invested in money market mutual funds, other mutual funds and Company programs such as AdvisorDirect and Amerivest, on which we earn fee

    revenues.

    18. Client and brokerage-related asset balances, including client margin balances, segregated cash, insured deposit account balances, deposits paid on securities

    borrowing and other cash and interest-earning investment balances

    19. Source: Bloomberg end of period rates.

  • Reconciliation of

    Non-GAAP Financial

    Measures

    25

  • 26

    2016 2015 2016 2015 2014 2013 2012

    Net income 185$ 216$ 842$ 813$ 787$ 675$ 586$

    Adjustments:

    Amortization of acquired intangible assets 20 23 86 90 90 91 92

    Income tax effect of above adjustment (8) (9) (33) (35) (35) (35) (35)

    Net income excluding amortization of intangible assets 197$ 230$ 895$ 868$ 842$ 731$ 643$

    Diluted earnings per share 0.35$ 0.40$ 1.58$ 1.49$ 1.42$ 1.22$ 1.06$

    Adjustments on a per share basis:

    Amortization of acquired intangible assets 0.04 0.04 0.16 0.16 0.16 0.16 0.17

    Income tax effect of above adjustment (0.02) (0.02) (0.06) (0.06) (0.06) (0.06) (0.07)

    EPS excluding amortization of intangible assets 0.37$ 0.42$ 1.68$ 1.59$ 1.52$ 1.32$ 1.16$

    $ % of Net Rev. $ % of Net Rev. $ % of Net Rev. $ % of Net Rev.

    Net income 185$ 22.3% 216$ 26.0% 842$ 25.3% 813$ 25.0%

    Add:

    Depreciation and amortization 24 2.9% 22 2.6% 92 2.8% 91 2.8%

    Amortization of acquired intangible assets 20 2.4% 23 2.8% 86 2.6% 90 2.8%

    Interest on borrowings 13 1.6% 13 1.6% 53 1.6% 43 1.3%

    Provision for income taxes 85 10.3% 131 15.8% 423 12.7% 475 14.6%

    EBITDA 327$ 39.4% 405$ 48.7% 1,496$ 45.0% 1,512$ 46.6%

    2016 2015 2016 2015

    Total operating expenses 546$ 471$ 2,009$ 1,922$

    Less: Advertising (59) (49) (260) (248)

    Operating expenses excluding advertising 487$ 422$ 1,749$ 1,674$

    September 30,

    Operating Expenses Excluding Advertising (3)

    20152015

    EBITDA (2)

    Quarter Ended

    September 30,

    Fiscal Year Ended

    2016 2016

    TD AMERITRADE HOLDING CORPORATION

    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

    Dollars in millions, except per share amounts

    (Unaudited)

    Net Income Excluding Amortization of Intangible Assets (1)

    Quarter Ended

    September 30,

    September 30, September 30,

    September 30,

    Quarter Ended Fiscal Year Ended

    Fiscal Year Ended

    EPS Excluding Amortization of Intangible Assets (1)

    Note: The term "GAAP" in the following explanations refers to generally accepted accounting principles in the United States.

    (1)

    (2)

    (3)

    Net income and earnings per share (EPS) excluding amortization of intangible assets are non-GAAP financial measures as defined by SEC Regulation G. We define net income excluding amortization of intangible assets as net income adjusted to remove

    the after-tax effect of amortization of acquired intangible assets. We consider net income and EPS excluding amortization of intangible assets important measures of our financial performance. Amortization of acquired intangible assets is excluded

    because management does not believe it is indicative of underlying business performance. Net income and EPS excluding amortization of intangible assets should be considered in addition to, rather than as a substitute for, GAAP net income and EPS.

    EBITDA (earnings before interest, taxes, depreciation and amortization) is considered a non-GAAP financial measure as defined by SEC Regulation G. We consider EBITDA an important measure of our financial performance and of our ability to

    generate cash flows to service debt, fund capital expenditures and fund other corporate investing and financing activities. EBITDA is used as the denominator in the consolidated leverage ratio calculation for covenant purposes under our senior revolving

    credit facility. EBITDA eliminates the non-cash effect of tangible asset depreciation and amortization and intangible asset amortization. EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash

    flows from operating activities.

    Operating expenses excluding advertising is considered a non-GAAP financial measure as defined by SEC Regulation G. Operating expenses excluding advertising consists of total operating expenses, adjusted to remove advertising expense. We

    consider operating expenses excluding advertising an important measure of the financial performance of our ongoing business. Advertising spending is excluded because it is largely at the discretion of the Company, varies significantly from period to

    period based on market conditions and generally relates to the acquisition of future revenues through new accounts rather than current revenues from existing accounts. Operating expenses excluding advertising should be considered in addition to, rather

    than as a substitute for, total operating expenses.

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TD Ameritrade Holding Corporation (Nasdaq: AMTD). Brokerage services provided by TD Ameritrade, Inc., member FINRA/SIPC, and TD Ameritrade Clearing, Inc., member FINRA/SIPC, subsidiaries of TD Ameritrade Holding Corp. TD Ameritrade is a trademark jointly owned by TD Ameritrade IP Company, Inc. and The Toronto-Dominion Bank. © 2016 TD Ameritrade IP Company, Inc. All rights reserved. Used with permission. TD Ameritrade to acquire Scottrade Combination enhances scale, accelerates growth 1 October 24, 2016 Tim Hockey, President and CEO Steve Boyle, EVP and CFO
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