td ameritrade annual shareholders meeting · standing committees - 2009 2 1. audit 2. hr and...

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ANNUALSHAREHOLDERSMEETING

TD AMERITRADE, Inc., member FINRA/SIPC, is a subsidiary of TD AMERITRADE Holding Corporation. TD AMERITRADE is a trademark jointly owned by TD AMERITRADE IP Company, Inc. and The Toronto-Dominion Bank. © 2010 TD AMERITRADE IP Company, Inc. All rights reserved. Used with permission.

TD AMERITRADE

February 25, 2010

2STANDING COMMITTEES - 2009

1. Audit

2. HR and Compensation

3. Corporate Governance

4. Outside Independent Directors

5. Non-TD Directors

3AUDIT COMMITTEE

• Purpose:

– Oversee the Company’s internal accounting and operational

controls

– Review Company financial statements and audit findings

– Selects the Company’s independent public accounting firm

• Members:

– Cohen (Chair), Tessler, Prezzano

4HR AND COMPENSATION COMMITTEE

• Purpose - review and approve:

– Broad compensation philosophy and policy

– Succession planning

– Management development

• Members:

– Clark (Chair), Cook, Mitchell

5CORPORATE GOVERNANCE COMMITTEE

• Purpose:

– Ensure that the Company has and follows the appropriate

governance standards

• Members:

– Tessler (Chair), Clark, Cohen, Cook, Joe Ricketts

6OUTSIDE INDEPENDENT DIRECTORS

• Purpose – assist the board in fulfilling oversight responsibilities by:

– Identifying individuals to serve on the board

– Review and approve any transactions involving major

shareholders, directors other related parties

• Members:

– Cook (Chair), Mitchell, Tessler

7NON-TD DIRECTORS

• Purpose:

– Make determinations related to any acquisition by the

Company of a competing business held by TD

• Members:

– Cook, Mitchell, Joe Ricketts, Pete Ricketts, Tessler,

Tomczyk, Moglia

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ANNUALSHAREHOLDERSMEETING

TD AMERITRADE

February 25, 2010

9

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, benefits of the thinkorswim acquisition,

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 general economic

and political conditions, interest rates, market fluctuations and changes in client trading activity,

increased competition, systems failures and capacity constraints, ability to service debt obligations,

ability to realize the expected benefits from the thinkorswim acquisition, 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. 13, 2009, 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.

SAFE HARBOR

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ANNUALSHAREHOLDERSMEETING

TD AMERITRADE, Inc., member FINRA/SIPC, is a subsidiary of TD AMERITRADE Holding Corporation. TD AMERITRADE is a trademark jointly owned by TD AMERITRADE IP Company, Inc. and The Toronto-Dominion Bank. © 2010 TD AMERITRADE IP Company, Inc. All rights reserved. Used with permission.

TD AMERITRADE

February 25, 2010

11OUR VISION

To be the better investment firm

for today’s investor.

12STRATEGIC OBJECTIVES

RETAIL INVESTOR

FOCUS

GATHER ASSETS TRADING

GOAL

Become a premier asset gatherer Maintain and extend leadership position

APPROACH

Organic Acquisition

13BUSINESS MODEL

1. Trading

2. Investing

3. Advice

CLIENT NEEDSCLIENT-CENTRIC MULTI-CHANNEL

DELIVERYBROAD PRODUCT RANGE

OPEN ARCHITECTURE

Web

Phone

Education

Branch

RIAs

• Tools andInformation

• Seminars and Coaching

• PlanningServices

• PackagedProducts

• CashManagement

KEY TO DRIVING ORGANIC GROWTH

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• Conservative Balance Sheet

– TD Bank relationship

– No U.S. real estate credit risk

• Strong Cash Position

• Prudent Financial Leverage

• Investment-Grade Credit Rating

MANAGING THROUGH THE CRISISSTRONG FINANCIAL POSITION

POSITIONED TO TAKE ADVANTAGE OF OPPORTUNITIES

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• Reduce Nonclient-Facing Expenses

• Increase Marketing Investments

• thinkorswim Acquisition

• Share Buyback

• Cash Management Strategy

• Refinance Debt

MANAGING THROUGH THE CRISISTAKING ADVANTAGE OF DISLOCATION

WELL POSITIONED FOR THE OTHER SIDE OF THE CYCLE

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• #1 in Market Share(1)

• Increased Client Engagement

– Educational programs

– Risk management tools

– Options(4)

– Quality execution

• Strong Funded Account Growth

• Strong Activity Rates

• thinkorswim Acquisition

MAINTAINING, ENHANCING LEADERSHIP

253

301

372

FY07 FY08 FY09

5.7%*

23%

Pro Forma(3) 6.0% 7.2% 8.1%

Trades Per Day & Activity Rate*

TD AMERITRADE TPD (K)(2)

RECORD GROWTH — TRADES

19%

6.3%* 7.3%*

(1) Source: Based on last twelve months publicly available reports for E*Trade Financial, optionsXpress and Charles Schwab.(2) Effective in Oct 2007, Average Trades Per Day have been adjusted to exclude nonrevenue-generating mutual fund trades.(3) Pro forma combined with thinkorswim funded activity rate.(4) Options involve risks and are not suitable for all investors.

* Funded account activity rate. Average client trades per day during the period divided by the average number of total funded accounts, during the period.

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ON PAR WITH PREMIER ASSET GATHERERS

• Significant Improvement in Client Service

• Sales and Service Culture

• Client-Centric Business Model

• “Share of Wallet” Strategies

• Investments in Marketing

RECORD GROWTH — ASSETS GATHERED

(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.

* NNA as a % of client assets as of the beginning of the period.

$26.6$22.8

$12.4

FY07 FY08 FY09

5%* 8%* 10%*

S&P 500 31%

AMTD 115%

NNA ($B)(1)

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18FINANCIAL RESULTSFISCAL 2009

EPS(1) $1.10

Net Revenues $2.4B 46% Asset-Based

Pre-Tax Income $1.1B 44% of Net Revenues

EBITDA (2) $1.2B 51% of Net Revenues

Return on Equity 21%

Financial Metrics

(1) Earnings per diluted share.(2) See attached reconciliation of financial measures.

TOTAL SHAREHOLDER RETURN – 18%

19SHAREHOLDER RETURN (1)

AMTD Peer Group S&P 500

(1) Graph compares the cumulative total return, through the end of the Company’s most recent fiscal year, from a $100 investment on September 30, 2008, in the Company’s common stock, a broad-based stock index and the stocks composing an industry peer group (ETFC and SCHW) .

25

50

75

100

125

150

9/08 12/08 2/09 3/09 4/09 8/0910/08 11/08 1/09 5/09 6/09 7/09 9/09

+18%

-7%

-26%

202010 BUSINESS CLIMATE

• Near-Zero Interest Rates

• Economic/Market Environment

• Competitive Environment

• Regulatory Reform

212010 STRATEGIC OBJECTIVES

• Maintain and Grow Leadership Position in Trades Per Day

• Continue to Drive Asset Gathering Strategy

• Deliver on thinkorswim Integration

• Leverage Investor Education

• Continue Enhancing Technology Capabilities

• Further Leverage Partnership with TD Bank

22KEY TAKEAWAYS

• Business Model Working – Record Organic Growth

• Financially Strong and Stable

• Positioned for Rising Rate Environment

• Poised to Take Advantage of Opportunities

WELL POSITIONED TO DELIVER LONG-TERM SHAREHOLDER VALUE

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QUESTIONSAND ANSWERSTD AMERITRADE ANNUAL SHAREHOLDERS MEETING

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RECONCILIATIONOF FINANCIAL MEASURESTD AMERITRADE ANNUAL SHAREHOLDERS MEETING

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$ % of Rev.

EBITDA 1,219,236$ 50.6%Less:

Depreciation and amortization (45,891) (1.9%)Amortization of acquired intangible assets (73,870) (3.1%)Interest on borrowings (40,070) (1.7%)Provision for income taxes (415,700) (17.3%)

Net income 643,705$ 26.7%

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

(1) 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.

EBITDA (1)

TD AMERITRADE HOLDING CORPORATIONRECONCILIATION OF FINANCIAL MEASURES

In thousands, except percentages(Unaudited)

Sept. 30, 2009Fiscal Year Ended