Wells fargo forum 3-22-16 final

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 Corporation. 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 Wells Fargo Asset Managers, Brokers & Exchanges Forum Chicago, IL March 22, 2016

1

Steve Boyle Executive Vice President and CFO

This document contains forward-looking statements within the meaning of the federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws. In particular, any projections regarding 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 could cause actual results or performance to differ materially from those contained in the forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to: 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 business, 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 latest Quarterly Report on Form 10-Q filed thereafter. These forward-looking statements 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.

2

Safe Harbor

Our Mission

3

To Be The Better Investment Firm For Today’s Investor

Six Investment Themes for TD Ameritrade

4

Long-Term Themes Key Takeaways

1. Unique and differentiated business model Low financial risk – conservative balance

sheet and strong pre-tax margins Significant operating leverage

2. Market leadership in trading(1) Growth in mobile thinkorswim platform

3. Premier asset gatherer Secular trends strong Seven consecutive years of double-digit

growth

4. Unique relationship with TD(2) Economics of deposit banking without

capital requirements Significant free cash flow

5. Well-positioned for rising interest rates $110B in interest rate sensitive assets(3)

6. Good stewards of shareholder capital Primary uses of cash: investments in

business, dividends, share repurchases and acquisitions

(1) Source: Internally estimated daily average revenue client trades (DARTS) based on last twelve months publicly available reports for E*Trade Financial and Charles Schwab. (2) TD Ameritrade, Inc. and TD Bank, N.A. are affiliated through their parent companies. (3) Interest rate sensitive assets consist of spread-based assets and money market mutual funds. Balances as of Dec. 31, 2015.

Continue to build long-term earnings power and deploy/return capital to further enhance shareholder value

1. Unique and Differentiated Business Model

5

37%

34%

39% 41% 40%

$1.11 $1.06

$1.22

$1.42 $1.49 $1.45

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

$1.80

20%

30%

40%

50%

FY11 FY12 FY13 FY14 FY15 FY16

39-42%

$1.75

(1)

EPS Pre-Tax Margin Forecasted Pre-Tax Margin Range Outlook Range(1) Business model

combined with TD Bank(2) relationship drives: Low capital intensity High return on equity Strong cash and capital

generation Cash generation

approximates net income

Scalable business model 97+% of transactions are

online Lean/sourcing initiatives

Dec Q ‘15: EPS $0.39 Pre-Tax Margin 41%

(1) FY16 forecast per 10/27/15 outlook statement. (2) TD Ameritrade, Inc. and TD Bank, N.A. are affiliated through their parent companies.

Client Trades Per Day & Activity Rate(2)

399

360 374

427

462

32%

36%

39%

41% 43%

20%

25%

30%

35%

40%

45%

300

350

400

450

500


Avg. Client Trades Per Day (K)

2. Market Leadership in Trading(1)

6

% Derivatives(4) of Total Trades per Day

Outlook Range (K)(3)

490

Activity Rate(2)

7.2% 6.3% 6.3% 6.9% 6.6-7.2%(3) 7.1%

450

(1) Source: Internally estimated daily average revenue client trades (DARTS) based on last twelve months publicly available reports for E*Trade Financial and Charles Schwab (2) Funded account activity rate (AR%). Average client trades per day during the period divided by the average number of total funded accounts during the period. (3) FY16 forecast per 10/27/15 outlook statement. (4) Derivatives include options, futures and foreign exchange (Forex) trades per day. (5) FY16 DARTS and AR% year-to-date as of 12/31/15. (6) 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. (7) Average commissions and transaction fees per trade. (8) March QTD DARTS as of 2/29/16.

438/ 6.6%(5)

Dec Q ’15 Average client trades per day

of 438K; activity rate of 6.6% Derivatives – 44% of DARTS(6) Record mobile – 18% of

DARTS

Fiscal 2016 6.6-7.2% activity rate Commissions per trade(7) of

$11.75-$12.00(3) March QTD - DARTS 535K(8)

3. Premier Asset Gatherer

7

Net New Client Assets ($B)(1)

$41 $41

$50 $53

$63

$47

$0

$10

$20

$30

$40

$50

$60

$70

$80


$73

Growth Rate(3)

7-11%(2) 10% 10% 10% 11% 12% Growth Rate(3)

Outlook Range ($B)(2)

Dec Q ’15 $17.5B NNA, 10% growth rate Retail

• Continued strong momentum • Key sales drivers performing well

Institutional • Performed well achieving 2nd best

quarter ever • RIA conference

Fiscal 2016 Long-term goal remains 7-11%

growth

(1) Net new assets (NNA) consists 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) FY16 forecast per 10/27/15 outlook statement. (3) NNA growth rate is annualized net new assets as a % of client assets as of the beginning of the period. (4) NNA and NNA growth rate year-to-date as of 12/31/15.

$17.5/ 10%(4)

Investment Product Fees(1)

8

Outlook Range ($M)(2) Investment Product Fees ($M)

$166

$196

$250

$309

$334

$100

$150

$200

$250

$300

$350

$400


CAGR: 19%

Avg. Bal. ($B) $78 $86 $113 $137 $156 $160-$170(2)

$400

$365

Dec Q ’15 Average balances up 5% year

over year Record revenue, up 11% year

over year, represents 11% of net revenues

Amerivest® and AdvisorDirect® average balances both up ~11% year over year in a flat market

Fiscal 2016 Continued growth of guidance

products

(1) Market fee-based plus money market mutual fund revenue. (2) FY16 forecast per 10/27/15 outlook statement. (3) Investment Product Fees year-to-date as of 12/31/15.

$92(3)

4. Unique Relationship with TD(1)

9


TD Owns ~ 42%(2) of TD Ameritrade(2)

Stockholders’ agreement amended and extended to 2021

Insured deposit account (IDA)(3) agreement Revised agreement effective January 1, 2013 – July 1, 2018

Money market mutual funds provided by TD Asset Management

Cross-selling to TD Bank customers

Access to U.S. markets for TD Waterhouse Canada/UK clients

(1) TD Ameritrade, Inc. and TD Bank, N.A. are affiliated through their parent companies. (2) TD Ameritrade Holding Corporation as of Dec. 31, 2015. (3) 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.

$76 $75 $76 $80 $83

$19 $20 $21 $22 $22 $6 $6 $6

$6 $6

$0

$20

$40

$60

$80

$100

$120

Dec '14 Mar '15 Jun '15 Sep '15 Dec '15

Money Market Mutual Funds

Interest Earning Assets

IDA

5. Well-Positioned for Rising Interest Rates

10

Ending Balances ($B)

Immediate benefit with Fed Funds increases

Benefit over time with Yield Curve due to re-pricing of laddered investment portfolio

Float $21B

$102 $108

$101 $110

(1) 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.

(2) Ending balances as of Dec. 31, 2015 consisted of $12.3B in client margin balances, $6.0B in segregated cash, and $3.5B in other balances. (3) 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 investments in the business and client sharing assumptions with greater sharing/investing anticipated after the first +50bps of increases. Over 90% of the benefit in year one is attributable to short-term rates.

*Certain totals may not foot due to rounding. *Changes based on rounding numbers to the nearest $ millions.

Balance of $110B, up 9% year over year Ending client cash as % of

client assets 15.1% Overall consolidated

duration of 2.2 years

Sensitivity model - estimated annual impact to EPS on +100bps: Yr. 1 =+$0.32-$0.48(3)

Yr. 2 =+$0.39-$0.55(3)

Yr. 3 =+$0.47-$0.63(3)

Fed rate hike adds $0.06-$0.09 EPS to FY16

(1)

Fixed$62B

$101

(2)

6. Good Stewards of Shareholder Capital

11

Strong Cash Generation and Strong Financial Position

(3)

$0.6 $0.7

$0.8

$0.9

$0.2

$0.3

$0.5

$0.7 $0.7

$0.1

$0.0

$0.2

$0.4

$0.6

$0.8

$1.0

FY12 FY13 FY14 FY15 FY16 YTD

Net Income excl. Amort. of Intangibles ($B)

Returned/Deployed ($B)

51% 79% 64% 87%

(2)

(1) See attached reconciliation of non-GAAP financial measures. (2) 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. (3) FY16 forecast per 10/27/15 outlook statement.

S&P “A”, Moody’s “A3” Fiscal 2015

Paid $0.60 per share in cash dividends ($326M)

Repurchased 10.9M shares ($364M)

Fiscal 2016 Targeting 60-80%(3) of net income

excluding amortization of intangible assets

• Recurring dividend ~ 40% • Share repurchases ~20-40%

Increasing quarterly cash dividend by 13% to $0.17/share

57%

(1)

Dec Q ’15 Business Update

12


Continued focus on organic growth Asset gathering Trading Investment product fees

Fed rate hike

Investing in the business Technology Guidance offerings

Return of capital Paid $0.17/share in cash dividends ($91M) Repurchased 1M shares ($38M)

Six Investment Themes for TD Ameritrade

13


1. Unique and differentiated business model

2. Market leadership in trading(1)

3. Premier asset gatherer

4. Unique relationship with TD(2)

5. Well-positioned for rising interest rates

6. Good stewards of shareholder capital

(1) Source: Internally estimated daily average revenue client trades (DARTS) based on last twelve months publicly available reports for E*Trade Financial and Charles Schwab. (2) TD Ameritrade, Inc. and TD Bank, N.A. are affiliated through their parent companies.


TD Ameritrade Wells Fargo Asset Managers, Brokers & Exchanges Forum Chicago, IL March 22, 2016

14

Steve Boyle Executive Vice President and CFO

Fiscal 2016 Outlook Range(1)

Financial Macro Assumptions Key Metrics

High

$1.75 EPS 10% Market Growth NNA(2) $73B / 11%(3)

42% Pre-Tax Margin

Increasing Fed Funds, Increasing Yield Curve

Activity Rate(4) of 7.2% / TPD 490K

Operating expense growth of 6% NIM(5) 1.61% / IDA(6) 1.20%

Low

$1.45 EPS 0% Market Growth NNA $47B / 7%

39% Pre-Tax Margin

No change in Fed Funds, declining Yield Curve

Activity Rate of 6.6% / TPD 450K

Operating expense growth of 2%

NIM 1.53% / IDA 1.15%

(1) FY16 forecast per 10/27/15 outlook statement. (2) NNA (net new assets) consists 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.

(3) NNA growth rate is annual net new assets as a % of client assets as of the beginning of the period. (4) Funded account activity rate. Average client trades per day during the period divided by the average number of total funded accounts during the period. (5) NIM (net interest margin) is a measure of the net yield on our average spread-based assets. (6) 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.

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Sensitivity

3K average client trades per day = $0.01

0.04% funded activity rate(1) = $0.01

$3.8B fee-based assets(2) = $0.01

$0.6B spread-based assets(3) = $0.01

+25bps interest rate move = +$0.08-$0.12(4)

(1) Funded account activity rate. Average client trades per day during the period divided by the average number of funded accounts during the period. (2) 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. (3) 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. (4) Impact on spread-based and money market mutual fund revenues in the first twelve months following an interest rate increase. Assumes fed funds increase results in a parallel shift

to the LIBOR/SWAP yield curve. Sensitivity relates to first 100bps increase and is the average impact of each +25bps interest rate move . Range impacted by components of interest rate sensitive balances, investments in the business and client sharing assumptions - more sharing/investing anticipated after the first +50bps of increases. Over 90% of the benefit in year one is attributable to short-term rates.

Estimated annual impact to EPS

16

334

378

399

382

414

492

401 403

457

477

434

479

438

5.8%

6.5%

6.7%

6.4%

6.9%

8.1%

6.5%

6.4%

7.2% 7.4%

6.7%

7.3%

6.6%

300

325

350

375

400

425

450

475

500

5.5%

6.0%

6.5%

7.0%

7.5%

8.0%

8.5%

Dec Q'12

Mar Q'13

Jun Q'13

Sep Q'13

Dec Q'13

Mar Q'14

Jun Q'14

Sep Q'14

Dec Q'14

Mar Q'15

Jun Q'15

Sep Q'15

Dec Q'15

Activity Rate(1)

(1) Funded account activity rate (AR%). Average client trades per day during the period divided by the average number of total funded accounts during the period. (2) FY16 forecast per 10/27/15 outlook statement.

Thirteen quarter average 6.8%

Activity Rate

13 Qtr. Avg. Activity Rate

6.8%

FY16 Outlook Range(2):

Activity Rate: 6.6%-7.2% Avg. Trades Per Day (K): 450-490

Avg. Trades Per Day (K)

17

Cash as % of Client Assets Range 13-18% Based on Current Mix

Avg. Client Cash ($B) Avg. Client Cash as % of Client Assets

18

$63.7 $66.2

$68.2 $72.5

$74.9 $75.8 $75.0 $76.8 $80.9

$83.6 $85.8

$90.2 $91.6 $91.8 $91.7 $93.7 $95.7 $95.1 $95.1 $99.3

$102.6

17.2%

16.5% 16.3%

18.1% 18.8%

17.6% 16.9% 16.8% 17.1%

16.7% 16.4% 16.7% 15.9%

15.2% 14.5% 14.3% 14.4%

13.9% 13.5%

14.9% 14.8%

10%

15%

20%

25%

$35

$40

$45

$50

$55

$60

$65

$70

$75

$80

$85

$90

$95

$100

$105

Dec Q'10

Mar Q'11

Jun Q'11

Sep Q'11

Dec Q'11

Mar Q'12

Jun Q'12

Sep Q'12

Dec Q'12

Mar Q'13

Jun Q'13

Sep Q'13

Dec Q'13

Mar Q'14

Jun Q'14

Sep Q'14

Dec Q'14

Mar Q'15

Jun Q'15

Sep Q'15

Dec Q'15

(1) 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.

(2) Source: Bloomberg quarterly average. *Certain totals may not foot due to rounding.

IDA(1) Net Revenue Trend

19

$64.2 $67.1

$68.6

$72.0 $72.7 $73.0 $72.4 $73.6 $75.0 $74.9 $74.8

$78.2 $80.3 $205 $200 $199 $201

$208 $202 $202

$208 $207 $205 $209 $218

$227

$25

$50

$75

$100

$125

$150

$175

$200

$225

$250

$35

$40

$45

$50

$55

$60

$65

$70

$75

$80

$85

Dec Q '12 Mar Q '13 Jun Q '13 Sep Q '13 Dec Q '13 Mar Q '14 Jun Q '14 Sep Q '14 Dec Q '14 Mar Q '15 Jun Q '15 Sep Q '15 Dec Q '15

Avg. IDA Balances ($B) IDA Revenue ($M)

Net Yield 1.11% 1.08% 1.09% 1.10% 1.09%

5YR Swap Rates(2) 1.82% 1.74% 1.61% 1.66% 1.65%

Avg. Fed Funds(2) 0.09% 0.10% 0.11% 0.13% 0.14%

1.10%

1.56% 0.16%

1.25%

0.81% 0.16%

1.19%

0.96% 0.15%

1.15%

1.08% 0.12%

Total Revenue FY13 : $804 -3% YoY Growth

1.09%

1.67% 0.09%

1.12%

1.54% 0.09%

1.10%

1.69% 0.07%

1.10%

1.74% 0.09%

Total Revenue FY14 : $820 2% YoY Growth

Total Revenue FY15: $839 2% YoY Growth

Total Revenue FY16 YTD: 10% YoY Growth

0.90 0.81

0.90 0.75

1.18

0.97 1.06

1.15 1.24

1.77

1.53

1.79

1.39

1.73

1.43 1.50

1.58 1.65

2.04

1.79

2.15

1.70

1.95

1.67 1.73 1.80 1.86

0.06 0.06 0.08 0.07

0.34 0.39 0.47 0.53

0.62

0.00

0.50

1.00

1.50

2.00

2.50

3.00

Dec Q '14 Mar Q '15 Jun Q '15 Sep Q '15 Dec Q '15 Mar Q '16 Jun Q '16 Sep Q '16 Dec Q '16

2 YR 5 YR 7 YR Fed Funds

Libor/Swap Yield Curve Nine quarter trend

(1) Assumes January 15, 2016 Forward curve. (2) Source: Bloomberg daily (end of period). (3) Source: Board of Governors of the Federal Reserve website Daily Fed Funds Effective Rate (end of period).

(3) (2) (2)

Ending Spreads Dec Q ’15 Sep Q ‘15 Dec Q ‘14

2 YR vs. 5 YR 0.55 0.64 0.87

2 YR vs. 7 YR 0.77 0.95 1.14

20

(2)

Forecast per 1/15 Forwards(1)

Reconciliation of Non-GAAP Financial Measure

21

22

Quarter Ended

Dec. 31, 2015 2015 2014 2013 2012

Net income, as reported 212$ 813$ 787$ 675$ 586$ Adjustments:

Amortization of acquired intangible assets 22 90 90 91 92 Income tax effect of above adjustment (8) (35) (35) (35) (35)

Net income excluding amortization of intangible assets 226$ 868$ 842$ 731$ 643$

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

(1)

TD AMERITRADE HOLDING CORPORATIONRECONCILIATION OF NON-GAAP FINANCIAL MEASURE

Dollars in millions(Unaudited)

Net income excluding amortization of intangible assets is a non-GAAP financial measure as defined by SEC Regulation G. We define net income excludingamortization of intangible assets as net income adjusted to remove the after-tax effect of amortization of acquired intangible assets. We consider net income excludingamortization of intangible assets an important measure of our financial performance. Amortization of acquired intangible assets is excluded because management doesnot believe it is indicative of underlying business performance. Net income excluding amortization of intangible assets should be considered in addition to, rather than asa substitute for, GAAP net income.

Fiscal Year Ended

Net Income Excluding Amortization of Intangible Assets (1)


TD Ameritrade

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Wells fargo forum 3-22-16 final

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