8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 24, 2016

TD Ameritrade Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-35509	82-0543156
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
200 South 108th Avenue Omaha, Nebraska		68154
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (402) 331-7856

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

On October 24, 2016, TD Ameritrade Holding Corporation, a Delaware corporation (the “Company”) and Scottrade Financial Services, Inc., a Delaware corporation (“Scottrade”), issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”) by and amoug the Company, Scottrade, Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012, as the sole stockholder of Scottrade, and Alto Acquisition Corp., a wholly owned subsidiary of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The Company also intends to provide supplemental information regarding the proposed transaction in connection with a presentation to investors. A copy of the investor presentation is attached hereto as Exhibit 99.2 and incorporated by reference herein.

The information provided pursuant to this Item 7.01 is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission (the “SEC”) or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent set forth by specific reference in any such filing.

Safe Harbor – Forward Looking Statements

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 the Company and 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 the Company’s reports and documents filed with the 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, National Association, on the expected terms and schedule; delay in closing the transaction; difficulties and delays in integrating the Company 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; the Company’s and Scottrade’s 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 November 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.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release, dated October 24, 2016.
99.2	Investor Presentation, dated October 24, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TD AMERITRADE HOLDING CORPORATION
Date: October 24, 2016	By:	/s/ Ellen L.S. Koplow
	Name:	Ellen L.S. Koplow
	Title:	Executive Vice President, General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated October 24, 2016.
99.2	Investor Presentation, dated October 24, 2016.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

TD Ameritrade to Acquire Scottrade

Transaction adds scale and solidifies TD Ameritrade’s leadership position

12-15% EPS accretion expected in Years 2 and 3 (GAAP basis),³ 15-20% on an adjusted basis⁴

Enables delivery of broader trading and investing experience to 3.1 million client accounts

Significantly expands service and distribution footprint, further accelerating asset gathering capabilities

Scottrade Founder and CEO Rodger Riney to receive seat on TD Ameritrade Board of Directors

Conference Call with management today at 8:30 a.m. EDT

OMAHA, Neb., October 24, 2016 – TD Ameritrade Holding Corporation (Nasdaq: AMTD) and Scottrade Financial Services, Inc. today announced that they have entered into a definitive agreement for TD Ameritrade to acquire Scottrade in a cash and stock transaction valued at $4 billion.¹

The transaction combines two highly complementary organizations with long histories of helping millions of people invest in their financial futures. For TD Ameritrade, the transaction adds significant scale to its retail business, extends its leadership in trading, and more than quadruples the size of its branch network.

The company expects to realize approximately $450 million in combined annual expense synergies, and more than $300 million in additional longer-term opportunities. The first 25 percent of the expense synergies are expected to be realized in Year 1 post-close and the remainder realized in Year 2. Furthermore, the transaction is expected to generate double-digit EPS accretion post-conversion.

Terms of the Deal

The transaction, which has been approved by the boards of directors of TD Ameritrade, TD Bank Group (TD) and Scottrade, will take place in two, concurrent steps. First, TD will purchase Scottrade Bank from Scottrade Financial Services, Inc. for $1.3 billion in cash consideration.² Under the terms of the proposed acquisition, Scottrade Bank will merge with and into TD Bank, N.A., an indirect wholly-owned subsidiary of The Toronto-Dominion Bank. Additionally, TD will purchase $400 million in new common equity (11 million shares) from TD Ameritrade in connection with the proposed transaction, pursuant to its preemptive rights.

Then, immediately following that acquisition, TD Ameritrade will acquire Scottrade Financial Services, Inc., for $4 billion, or $2.7 billion net of the proceeds from the sale of Scottrade Bank.

The $2.7 billion will be comprised of: ³

• $1.0 billion in new common equity (28 million shares) issued to Scottrade shareholders; and

• $1.7 billion in cash, which includes TD Ameritrade cash ($900 million), a new debt offering ($400 million), and the proceeds from the sale of 11 million shares to TD ($400 million).

Additionally, following the transaction’s close, Scottrade Founder and CEO Rodger Riney will be appointed to the TD Ameritrade Board of Directors.

Following this transaction, the company expects to maintain strong free cash flow.

Operational Highlights

For the 12 months ended Sept. 30, 2016, TD Ameritrade and Scottrade, on a pro-forma combined basis, had:

• 600,000 average client trades per day

• $944 billion in total client assets

• 10 million funded client accounts

• $14 billion in margin balances

• $149 billion in cash balances

Impact on Growth Strategy

Scottrade has built a strong reputation for outstanding client service. This year clients ranked the brokerage “Highest in Investor Satisfaction with Self-Directed Services” in the J.D. Power 2016 U.S. Self-Directed Investor Satisfaction Study^SM.⁵ With a network of nearly 500 branches employing more than 1,000 investment consultants, the transaction will significantly expand TD Ameritrade’s distribution channels and further accelerate its asset gathering capabilities.

Furthermore, with more than 3 million client accounts and $170 billion in assets under management, Scottrade represents a unique opportunity to acquire scale and an audience of retail investors that will benefit from TD Ameritrade’s broader service offering, which includes:

• Deeper investor education solutions

• Sophisticated trading platforms and advanced mobile trading technology

• Access to more diverse products, like complex options, futures and foreign exchange

• Access to more investment guidance and advice solutions, like goal planning services, “robo” advice, and the company’s Amerivest managed portfolios.

“For more than 40 years, TD Ameritrade has been committed to breaking down the barriers that stand between American investors and Wall Street. That means delivering an investing experience grounded in technology and innovation that educates and enables investors with all levels of ability and wealth to work toward their financial goals,” said Tim Hockey, TD Ameritrade president and chief executive officer. “We’ve found in Scottrade a partner with an equally-strong passion and a proven track record for delivering exceptional client experiences. This combination will allow us to leverage our strengths and increase our scale, further accelerate our asset gathering capabilities and introduce our award-winning line-up of trading tools, products and education services to millions of new investors.”

“Since founding Scottrade in 1980, our mission has been to lower the cost of investing and trading while treating clients fairly and honestly. Over the last 36 years, thanks to the tireless efforts of our talented

associates, we have expanded our services and evolved the business while maintaining our commitment to helping people overcome barriers to financial success,” said Rodger Riney, Scottrade founder and chief executive officer. “We are confident we have found a great partner in TD Ameritrade, who shares our client-first focus. Joining forces will enable us to offer clients an expanded array of trading tools, enhanced education resources and advanced option capabilities with broader geographic reach. Together, we will be well-positioned to compete in today’s rapidly evolving financial services industry.”

The transaction is subject to regulatory approval and customary closing conditions. The parties expect it to close by Sept. 30, 2017, with an anticipated clearing conversion to TD Ameritrade systems in 2018.

Barclays Capital Inc. is serving as financial advisor to TD Ameritrade, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to TD Ameritrade. Goldman, Sachs & Co. is serving as financial advisor to Scottrade, and Sullivan & Cromwell is serving as legal advisor to Scottrade.

Conference Call and Webcast

TD Ameritrade will host a conference call and webcast for shareholders, analysts and media this morning, Oct. 24, 2016, at 8:30 a.m. EDT/7:30 a.m. CDT to discuss this announcement. The call will feature comments from Mr. Hockey, as well as Steve Boyle, the company’s executive vice president and chief financial officer.

Change to Quarterly Earnings Disclosure

In light of this announcement, the company has decided to expedite the release of its financial results for its fourth fiscal quarter and the full 2016 fiscal year. Earnings results will be issued via press release at approximately 6:30 a.m. EDT/5:30 a.m. CDT today, Oct. 24, 2016. Both Mr. Hockey and Mr. Boyle will address these results as part of today’s presentation.

As is the company’s custom, this morning’s presentation will be posted to the “Presentations & Events” page of www.amtd.com ahead of the conference call.

The company asks that interested parties visit or subscribe to newsfeeds at www.amtd.com for the most up-to-date corporate financial information, presentation announcements, transcripts and archives. The company also communicates this information via Twitter, @TDAmeritradePR. Web site links, corporate titles and telephone numbers provided in this release may change in the future.

Conference Call Details:

• Participants may listen to the conference call by dialing 877-648-7976.

• A replay of the phone call will be available by dialing 855-859-2056 and entering the Conference ID 69450485 beginning at 12:00 p.m. EDT (11:00 a.m. CDT) on Oct. 24, 2016. The replay will be available until 11:59 p.m. EDT (10:59 p.m. CDT) on Oct. 31, 2016.

• A transcript of the call will be available on the Company’s corporate web site, www.amtd.com, via the “Investor Relations” page or the “Presentations & Events” page beginning Tuesday, Oct. 25, 2016.

Webcast Details:

• The Company will webcast the conference call through www.amtd.com, via the “Presentations & Events” page of the web site.

• The webcast will open to attendees 15 minutes before the conference call begins, or at approximately 8:15 a.m. EDT (7:15 a.m. CDT).

• An archived version of the webcast will be available online beginning at approximately 12:00 p.m. EDT (11:00 a.m. CDT) on Oct. 24, 2016.

More information about this transaction is available at http://www.amtd.com/scottrade.

Source: TD Ameritrade Holding Corporation

About TD Ameritrade Holding Corporation

Millions of investors and independent registered investment advisors (RIAs) have turned to TD Ameritrade’s (Nasdaq: AMTD) technology, people and education to help make investing and trading easier to understand and do. Online or over the phone. In a branch or with an independent RIA. First-timer or sophisticated trader. Our clients want to take control, and we help them decide how - bringing Wall Street to Main Street for more than 40 years. An official sponsor of the 2016 U.S. Olympic Team and an official sponsor of the National Football League, TD Ameritrade has time and again been recognized as a leader in investment services. Please visit TD Ameritrade’s newsroom or www.amtd.com for more information, or read our stories at http://freshaccounts.amtd.com.

Brokerage services provided by TD Ameritrade, Inc., member FINRA (www.FINRA.org)/SIPC (www.SIPC.org).

About Scottrade Financial Services, Inc.

Scottrade Financial Services, Inc. is a privately-held financial services firm with four key lines of business: Scottrade, Inc., a leading brokerage company; Scottrade^® Advisor Services, a division of Scottrade, Inc., which serves registered investment advisors; Scottrade Bank, a provider of online retail banking products and services, commercial lending and commercial equipment financing; and Scottrade Investment Management, providing investment guidance services. Scottrade, Inc. works with more than three million retail clients to provide the trading services and investment solutions they need to overcome barriers to financial success. Scottrade pairs its large nationwide branch network with advanced online products and services to help clients gain insight into the market and react quickly to trading opportunities. Scottrade Financial Services, Inc. is based in St. Louis, Mo. For more information, visit about.scottrade.com or www.scottrade.com. Brokerage services provided by Scottrade, Inc., member FINRA (www.FINRA.org)/SIPC (www.SIPC.org).

Forward-looking Statements

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 Ameritrade’s 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 Ameritrade’s and Scottrade’s 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.

(1) Purchase price for Scottrade Financial Services, Inc. is subject to closing adjustments.

(2) Purchase price for Scottrade Bank is based on Scottrade Bank tangible book value adjusted at closing; Scottrade Bank tangible book value was $1.3 billion as of 9/30/16.

(3) Equity issuance is calculated based on closing share price of $36.12 as of 10/7/16. The issuance to TD Bank Group is made pursuant to its contractual rights under the company’s stockholder agreement.

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

(5) Scottrade received the highest numerical score in the J.D. Power 2016 Self-Directed Investor Satisfaction Study, based on 4,242 responses measuring 13 firms and the experiences and perceptions of investors who use self-directed investment firms, surveyed in January 2016. Your experiences may vary. Visit jdpower.com.

###

For Media:	For AMTD Stockholders:
Kim Hillyer	Jeff Goeser
TD Ameritrade	TD Ameritrade
Director, Communications & Public Affairs	Director, Investor Relations & Finance
402-574-6523	402-597-8464
kim.hillyer@tdameritrade.com	jeffrey.goeser@tdameritrade.com
@TDAmeritradePR

Shea Leordeanu

Scottrade

Vice President, Public Relations

314.965.1555 x3909

sleordeanu@scottrade.com

EX-99.2

TD Ameritrade to

acquire Scottrade

Combination enhances scale,

accelerates growth

1

October 24, 2016

Tim Hockey, President and CEO

Steve Boyle, EVP and CFO

Exhibit 99.2

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.

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

Ameritrade’s 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 Ameritrade’s and Scottrade’s

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

3

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

Combination Extends Our Leadership Position in the Retail Brokerage Industry

•

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

4

Enhanced Scale

Financially Attractive

Expanded Footprint and

Client Reach

Significant Synergies

Strong Cash Flow and

Operating Leverage

Proven Consolidator

5

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

6

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

Cash  

xxpayment

(10)

Acquisition of

100% of

Scottrade Bank

$3.0b in cash

(12)

$1.0b in equityXX

TD Bank, N.A.

Scottrade

Shareholders

Scottrade Financial

Services, Inc.

Scottrade

Brokerage

Scottrade

Bank

TD Ameritrade

Scottrade

Shareholders

Scottrade Financial

Services, Inc.

Scottrade

Brokerage

Acquisition of 100%

Scottrade Financial

Services, Inc.

Including cash from

bank sale

•

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

•

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)

•

Rodger Riney to join the TD Ameritrade board at closing

•

Approximately 565m basic

shares outstanding at close

•

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

•

Expected

to

close

during

FY17

(15)

•

Anticipate

clearing conversion to TD Ameritrade systems in FY18

•

Regulatory

approvals: FINRA,

HSR,

and

customary

closing

conditions

•

TD

Bank regulatory approvals from OCC and OSFI

7

Transaction Summary

Structure

Financing

Board of Directors

Pro-Forma Ownership

(14)

Timing

Regulatory Approvals

(28)

8

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

•

$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)

•

$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)

•

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

•

Expect

$60m

to

$70m

of

incremental

client

amortization

expense

(GAAP

basis)

(20)

•

Primarily

driven by client intangible

•

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

9

Financial Summary

Purchase Price

Accretion/Dilution

Revenue

Expense Synergies

Amortization Expense

Tax

Benefit

(21)

Restructuring Charges

Additional Opportunity

10

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)

11

Combination Will Significantly Grow Branch Presence

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

TD Ameritrade’s asset gathering strategy

Combined Footprint

Scottrade

TD Ameritrade

12

Track Record of Successful Acquisitions

$944

DARTs

600k

Proven experience acquiring and integrating to create client and shareholder value

Successful Acquisition Track Record

$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

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.

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.

13

Summary

Opportunistic acquisition extends TD Ameritrade’s leadership position

10 Million Client Accounts 

~$1 Trillion in Assets 

~600K Trades Per Day

3.

Appendix

14

15

Footnotes

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)

16