2. NOMURA INSTINET MARKETING AUGUST 2017 2
Safe Harbor
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, stock price or any projections or expectations regarding the
proposed business combination transaction between us and Scottrade
Financial Services, Inc., 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, 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 uncertainties and other risk factors described
in our latest Annual Report on Form 10-K, filed with the SEC on Nov. 18,
2016 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.
3. NOMURA INSTINET MARKETING AUGUST 2017 3
Use of Non-GAAP Financial Measures
The Company utilized the non-GAAP calculation of net income excluding amortization of intangible assets as an additional measure to aid in
understanding and analyzing the Company's financial results. Specifically, the Company believes that this non-GAAP measure provides useful
information by excluding an item that may not be indicative of the Company's core operating results and business outlook. The Company believes
that this non-GAAP measure will allow for a better evaluation of the operating performance of the business and facilitate a meaningful comparison
of the Company's results in the current period to those in prior periods and future periods. Reference to this non-GAAP measure should not be
considered as a substitute for results that are presented in a manner consistent with GAAP. This non-GAAP measure is provided to enhance
investors' overall understanding of the Company's financial performance.
*Certain totals may not foot due to rounding.
**Changes based on rounding numbers to the nearest $ millions.
***See Appendix for footnotes descriptions.
5. NOMURA INSTINET MARKETING AUGUST 2017 5
SENIOR MANAGEMENT
Tim Hockey – President and CEO
32+ years in retail banking and wealth management
Joined TD Ameritrade in January 2016 from TD Bank Group, where he
most recently served as Group Head, Canadian Banking and Wealth
management, and as President and CEO of TD Canada Trust
Tom Bradley
President, Retail Distribution
Nearly 30 years of experience in the
industry
Former President, TD Ameritrade
Institutional
Tom Nally
President,
TD Ameritrade Institutional
More than 20 years of experience
with Advisors
Currently responsible for TD
Ameritrade Institutional Sales
Karen Ganzlin
EVP, Chief Human Resources
Officer
Over 10 years with the firm
Former SVP of HR in wealth
management for TD Bank
Steve Boyle
EVP, Chief Financial Officer
Nearly 30 years in financial
services industry
Former CFO of TD Bank
Prashant Bhatia
Managing Director, Corp. Strategy
& Business Development
Over 20 years in financial
services industry
David Kimm
EVP, Chief Risk Officer
Nearly 30 years in financial
services – 15 of which included
risk management
Ellen Koplow
EVP, General Counsel & Corporate
Secretary
Over 15 years with the firm
Former managing principal at
Columbia, MD office of Miles &
Stockbridge, P.C.
Steve Quirk
EVP, Trader Group
30-year trading career beginning
with Chicago Board of Options
Exchange market maker
Vijay Sankaran
Chief Information Officer
Prior to joining the firm was IT
Chief of Technology at Ford Motor
Company
Denise Karkos
Chief Marketing Officer
7 years with the firm
4 years at TD Bank as the SVP
of market planning
6. NOMURA INSTINET MARKETING AUGUST 2017 6
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
PHASE ONE (Joe R.)
1975-2001
Pioneering an Industry
Sep ‘01:
Client Assets: $26B
Market Cap: $1B
PHASE TWO (Joe M.)
2001-2008
Consolidating an Industry
Sep ‘08:
Client Assets: $278B
Market Cap: $10B
PHASE THREE (Fred T.)
2009-2016
Premier Asset Gathering
Sep ‘16:
Client Assets: $774B
Market Cap: $19B
S&P Credit Rating: A
PHASE FOUR
(Tim H.)
2017->
The Way
Forward
Jun ‘17:
Client Assets:
$882B
Market Cap:
$23B
Client Assets
pro-forma with
Scottrade: >$1T
Total Client Assets $B
EVOLUTION OF TD AMERITRADE
Entering new phase in FY17 – headed to $1 Trillion in client assets
Sep ‘97 Jun ‘17
7. NOMURA INSTINET MARKETING AUGUST 2017 7
OUR STRATEGY
Deliver a Superior Client Experience
Scale Speed Simplicity Innovation
Core Objective
Execution Drivers
Strategic Goals
Lead in Trading Grow Client
Assets
Build out Advice
Solutions
8. NOMURA INSTINET MARKETING AUGUST 2017 8
KEY METRICS
Building Earnings Power
IDA(1) Balance ($B) and Rate Interest Rate Sensitive Assets ($B)(2)
Avg. Bal. Rate
$63 $73 $75 $80 $90 $91
$15
$17
$19
$22
$25 $26
$5
$5
$6
$6
$4 $4
$83
$96
$100
$108
$119 $120
$0
$20
$40
$60
$80
$100
$120
$140
Sep '12 Sep '13 Sep '14 Sep '15 Sep '16 Jun '17
(3)
Immediate
benefit with
Fed Funds
increases
Benefit over
time with
Yield Curve
due to
re-pricing of
laddered
investment
portfolio
Float
$29
IDA Interest Earning Assets Money Market Mutual Funds
Ending Balances
Fixed
$61
Float $5
Fixed
$58
Float
$16
Fixed
$57
Float
$18
Fixed
$57
Float
$21
Fixed
$59
CAGR: 9%
Fixed
$75
Float
$16$83.4 $87.1
$93.3
$95.1
$92.3
1.11%
1.03%
1.03%
1.13%
1.23%
1.00%
1.05%
1.10%
1.15%
1.20%
1.25%
$75
$80
$85
$90
$95
$100
Jun Q '16 Sep Q '16 Dec Q '16 Mar Q '17 Jun Q '17
10. NOMURA INSTINET MARKETING AUGUST 2017 10
OUR 2017 GOALS
Improve the client experience
Build out advice solutions
Grow client assets
Lead in trading
Increase speed to market
Simplify and automate
Deliver a superior associate experience
Win together with TD Bank
Better begins here.
11. NOMURA INSTINET MARKETING AUGUST 2017 11
IMPROVE THE CLIENT EXPERIENCE
#1 in 3 major categories
In Barron's 2017 Online Broker Review, we were recognized
as #1 for Long-Term Investing, Usability, and Novices. And
we ranked among the best for Trading Experience &
Technology, Portfolio Analysis & Reporting, Option Traders,
Mobile, and Investor Education.
Win on client experience
“Anytime I have ever had to call, ALWAYS the
person on the other end has been knowledgeable
and courteous. Excellent website. Feel comfortable
having my money at TD Ameritrade. Feel it is a solid
company and platform appeals to any type of
investor.” Retail Client - July 2017
“We greatly appreciate our service team,
and recognize that we are given excellent
service. It is wonderful to have a
custodian who is on your side and tries to
do whatever is necessary to help us,
which in turn helps the end-client.”
Advisor – July 2017
Named one of Fortune Magazine’s 2016
Most Admired Companies - February 2017
StockBrokers.com 2017 Online
Broker Review
• Ranked #1 Overall
• Recognized as #1 (Best in
Class) for Customer Service
• #1 for Trader Community
• Ranked #1 (Best in Class) for
Trading Platforms and Tools
Best Trust Platform - 2016
• TD Ameritrade’s Institutional Advisors
Private Wealth Trust Platform wins Wealth
Management Industry Award
Insider’s Forum Technology Survey –2017
• TD Ameritrade’s Institutional iRebal ranks
highest in T3 / Insider’s Technology
Survey for advisor satisfaction
12. NOMURA INSTINET MARKETING AUGUST 2017 12
$196
$250
$309
$334
$374
$405
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
FY12 FY13 FY14 FY15 FY16 FY17
Avg. Bal. ($B) $86 $113 $137 $156 $161 $178-$186(5)
BUILD OUT ADVICE SOLUTIONS
$430
Outlook Range ($M)(5)Investment Product Fees ($M)
$308(4)
Jun Q ’17 update
Revenue up 17% year over year, up 9%
sequentially, on higher balances
Advised average balances
(Essential+Selective+AdvisorDirect) up 17%
year over year
Essential portfolios approaching $0.8B
Fiscal 2017
YTD average balances $180B(4)
Continued growth of guidance products
Introduction of Essential Portfolios
− Industry Award for #1 Goal Tracker and ranked 3rd
overall in Stockholders.com first annual Robo-Advisor
Review (February 2017)
Continued strong growth
CAGR: 18%
13. NOMURA INSTINET MARKETING AUGUST 2017 13
Client Assets ($B)
$41
$50
$53 $63
$60
$60
$472
$556
$653 $667
$774
$882
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
FY12 FY13 FY14 FY15 FY16 FY17 YTD
11% 10% 10% 10% 9%
NNA
Growth
Rate
GROW CLIENT ASSETS
Jun Q ‘17 Update
Jun Q ’17 $22.0B NNA(6); 10% growth rate(7)
~20%/80% Retail/Institutional split
Retail
− Inflows and engagement levels remain strong
− Record net advocate scores
Institutional
− Jun fiscal YTD ‘17 exceeds full year record
− Sales pipeline remains strong
Fiscal 2017
Jun fiscal YTD strong year over year
− NNA $60.2B, up 33%
− Ending funded accounts(8) up 6%
Targeting $55B-$85B NNA; 7%-11% growth rate(5)
Evolution of LTI continuum
Record quarter – on pace for record year
Net New Client Assets ($B)
CAGR: 13%
10%
(4)
14. NOMURA INSTINET MARKETING AUGUST 2017 14
LEAD IN TRADING
Investors remain engaged
Jun Q ’17 Update
DARTS(9) up 10% year over year, down 1%
sequentially
Broad-based investor engagement
Derivatives(10) at 42% of DARTS – options
DARTS up 11% year over year
Mobile adoption continues:
− Record DARTS 115K
− Record 23% of DARTS
Fiscal 2017
Post-election re-engagement
360
374
427
462 463
505
36%
39%
41%
43%
44%
20%
25%
30%
35%
40%
45%
325
375
425
475
525
FY12 FY13 FY14 FY15 FY16 FY17 YTD(4)
Avg. Client Trades per Day (K)
% Derivatives of Total Trades per Day
CAGR: 6%
15. NOMURA INSTINET MARKETING AUGUST 2017 15
TECH FORWARD
Initiatives update – Jun Q ‘17
Technology – Agile nears 50% of targeted areas,
accelerating change
Retail
Updated option chains and trade tickets in mobile app
Better deposits and transfers experience
Launched personalized performance videos
DOL support – fee comparison tool
Institutional
Ongoing VEO One enhancements
New account wizard
IVR for advisor end clients
8th annual Tech Summit
16. NOMURA INSTINET MARKETING AUGUST 2017 16
ENGAGED ASSOCIATES ENHANCE CLIENT EXPERIENCE/GROWTH
AWARDED FEBRUARY 2017
17. NOMURA INSTINET MARKETING AUGUST 2017 17
WIN TOGETHER WITH TD BANK
TD Owns ~ 42%(11) of TD Ameritrade
Stockholders’ agreement amended and extended to 2021
Insured deposit account(1) agreement
Next 5-year term commences July 2018
Money market mutual funds provided by TD Asset Management
Enhancing relationships with TD Bank customers
Access to U.S. markets for TD Waterhouse Canada
19. NOMURA INSTINET MARKETING AUGUST 2017 19
• Immediately enhances our scale and accelerates our growth
• Extends our leadership position in trading (~600K in pro forma DARTs(9))
• Significantly grows our client base by adding over 2M clients with 3M+ funded accounts(8,12)
• Expected to generate double digit accretion post-conversion
• Expected to achieve double digit ROIC/IRR post-conversion
• Ability to monetize $36B+(12) 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(13)
• Potential for meaningful additional opportunity, primarily through growing share of wallet (e.g., mobile, derivatives(10),
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
Enhanced Scale
Financially Attractive
Expanded Footprint and
Client Reach
Significant Synergies
Strong Cash Flow and
Operating Leverage
Proven Consolidator
32. NOMURA INSTINET MARKETING AUGUST 2017 32
APPENDIX…FOOTNOTES
1. Client cash is held in FDIC-insured deposit accounts 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. Interest rate sensitive assets consist of spread-based assets
and money market mutual funds. Ending balances as of Jun.
30, 2017.
3. Ending balances as of Jun. 30, 2017 consisted of $13.3B in
client margin balances, $7.3B in segregated cash, and $5.3B
in other balances.
4. Year-to-date as of June 30, 2017.
5. FY17 forecast per 10/24/16 outlook statement.
6. 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.
7. NNA growth rate is annualized net new assets as a % of client
assets as of the beginning of the period.
8. Funded accounts is all open client accounts with a total liquidation
value greater than zero.
9. Total revenue trades divided by the number of trading days in the
period. This metric is also known as average client trades per day.
10. Derivatives include options, futures and foreign exchange trades.
11. As of June 30, 2017.
12. As of September 30, 2016.
13. $450M in annual cost saves is based on addressable operating
expense base of $750M (excluding depreciation & amortization and
corporate debt interest expense) for 12 month period ending
September 30, 2016.
14. Revenue per trade includes commissions and order routing revenue
15. May be some overlap due to common clients.
16. Market fee-based investment balances plus money market mutual
funds. Ending balances as of June 30, 2017.
33. NOMURA INSTINET MARKETING AUGUST 2017 33
APPENDIX…FOOTNOTES
17. NIM (net interest margin) is a measure of the net yield on our
average spread-based assets.
18. Market fee-based investment balances plus money market mutual
funds.
19. Client and brokerage-related asset balances, including client
margin balances, segregated cash, insured deposit account
balances, deposits paid on securities borrowing and other cash and
interest-earning investment balances.
20. Impact on spread-based and money market mutual fund revenues
and interest on debt in the next twelve months following an interest
rate increase. Assumes fed funds increase results in a parallel shift
to the LIBOR/SWAP yield curve. Sensitivity is valid for next +25bps
of moves. Model updated as of June 30, 2017.
21. Cash used for share repurchases and dividends divided by net
income excluding amortization of intangibles.
22. See attached reconciliation of non-GAAP financial measures.
23. Cash used for share repurchases and dividends. Excludes shares
repurchased for payroll taxes on equity award distributions.
24. Source: Bloomberg end of period rates.
35. NOMURA INSTINET MARKETING AUGUST 2017 35
Nine Months
Ended
Jun. 30, 2017 2016 2015 2014 2013 2012
Net income - GAAP 661$ 842$ 813$ 787$ 675$ 586$
Adjustments:
Amortization of acquired intangible assets 57 86 90 90 91 92
Income tax effect of above adjustment (21) (33) (35) (35) (35) (35)
Net income excluding amortization of intangible assets - non-GAAP 697$ 895$ 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 CORPORATION
RECONCILIATION 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 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 excluding amortization of intangible assets an important measure
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
excluding amortization of intangible assets should be considered in addition to, rather than as a substitute for, GAAP net income.
Net Income Excluding Amortization of Intangible Assets (1)
September 30,
Fiscal Year Ended