Sandler o'neill conference_-_6-6-131

TD Ameritrade Holding Corporation (NYSE: AMTD). Brokerage services provided by TD Ameritrade, Inc., member FINRA/SIPC/NFA, 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. © 2013 TD Ameritrade IP Company, Inc. All rights reserved. Used with permission.

SAFE HARBOR

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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, as amended, on Form 10-K/A, filed with the SEC on Feb. 4, 2013, 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.

OUR MISSION

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To Be The Better Investment Firm For Today’s Investor

SIX INVESTMENT THEMES FOR TD AMERITRADE

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CONTINUE TO BUILD LONG-TERM EARNINGS POWER AND DEPLOY/RETURN CAPITAL TO FURTHER ENHANCE SHAREHOLDER VALUE

Long-Term Themes Key Takeaways

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

sheet and strong operating margins • Significant operating leverage

2. Market leadership in trading • #1 in market share(1) • thinkorswim

3. Premier asset gatherer • Secular trends strong • Four consecutive years of double-digit growth

4. Unique relationship with TD • Revised IDA(2) agreement creates asset

liability management (ALM) flexibility • Significant free cash flow

5. Well-positioned for rising interest rates • $88B in interest rate sensitive assets(3)

6. Good stewards of shareholder capital • Primary uses of cash: dividends, acquisitions,

debt payments and investments in the business

(1) Source: Internally estimated daily average revenue client trades (DARTS) based on last twelve months publicly available report s for E*Trade Financial and Charles Schwab. (2) 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. (3) Interest rate sensitive assets consist of spread-based assets and money market mutual funds. Balances as of Mar. 31, 2013.

1. UNIQUE AND DIFFERENTIATED BUSINESS MODEL

46%

38% 38% 35% 42

28 26 21

0

10

20

30

40

50

60

0%

10%

20%

30%

40%

50%

60%

FY09 FY10 FY11 FY12 FY13

5

• Business model combined with TD Bank(4) relationship drives:

– Low capital intensity – High return on equity – Strong cash and capital

generation • Cash generation

approximates net income

– Industry-leading operating margin(5)

• Mar ’13 YTD – Operating margin:

36% – ROCA: 19bps

– Expense discipline

Return on Avg. Client Assets (bps)(1)

Operating Margin

36-38%

18-21

Forecasted Operating Margin Range

(1) Return on average client assets (ROCA) = annualized pre-tax income divided by average client assets. (2) FY13 forecast per 10/29/12 outlook statement. (3) Earnings per diluted share (EPS). (4) TD Ameritrade, Inc. and TD Bank, N.A. are affiliated through their parent companies. (5) Source: based on last 12 months publicly available reports for E*Trade Financial and Charles Schwab.

(2)

EPS(3) $1.10 $1.00 $1.00-$1.20 $1.06 $1.11

Forecasted Range

2. MARKET LEADERSHIP IN TRADING(1)

372 372 399

360

200

250

300

350

400

450


6

• Challenging economic/market environment

– Low volatility and exchange volumes

• Growth Strategies – Tiered platform strategy – Product proliferation: Derivatives(6) ~38%

of Mar Q ’13 trades per day – Record Mobile over 8% of Mar Q ’13

trades per day

• Industry Recognition – “Best options and mobile trading

platform” by Investor’s Business Daily(7)

– #1 broker for 2nd straight year by Stockbrokers.com(8)

Average Client Trades Per Day (K)

355-410

Forecasted Range (K)

Activity Rate(2)

7.3%(5) 6.9% 7.2% 6.3% 6.0-7.0%

(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) FY13 DARTS and AR% year-to-date as of Mar 31, 2013. (4) FY13 forecast per 10/29/12 outlook statement. (5) Pro-forma combined with thinkorswim funded activity rate (trades per day): FY09 – 8.1% (419K); Derivatives (trades per day): FY09 – 20%. (6) Derivatives include options, futures, and foreign exchange (Forex) trades per day. (7) Source: Investor’s Business Daily survey released Jan. 25, 2013. (8) Source: Stockbrokers.com, Feb. 19,2013.

Client Trades Per Day & Activity Rate(2)

(4)

356/ 6.1%(3)

http://www.amtd.com/newsroom/releasedetail.cfm?ReleaseID=736853

http://www.amtd.com/newsroom/releasedetail.cfm?ReleaseID=741361

3. PREMIER ASSET GATHERER

$27

$34 $41 $41

$0

$10

$20

$30

$40

$50

$60


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• Industry leading asset gatherer(5)

– Four consecutive years of double-digit growth

• Sales and service culture • Strong momentum in both retail and

institutional • Strong retail contributions from cross-

selling and TD Bank(6) initiative • Strong contributions from both existing

RIAs and new breakaway brokers • Industry recognition

– “Best brokerage firm for your IRA”(7)

– “Best for novices” and “best for long-term investing” (8) by Barron’s

Net New Client Assets ($B)(1)

$33-52

Forecasted Range ($B)

(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) NNA growth rate is annualized net new assets as a % of client assets as of the beginning of the period. (3) NNA and NNA growth rate year-to-date as of Mar. 31, 2013. (4) FY13 forecast per 10/29/12 outlook statement. (5) Source: Annual NNA growth rate as a % of client assets as of the beginning of the period based on last twelve months of publicly available reports for E*Trade Financial and

Charles Schwab. (6) TD Ameritrade, Inc. and TD Bank, N.A. are affiliated through their parent companies. (7) Source: Kiplinger’s Personal Finance in the publication’s December 2012 issue. (8) Source: TD Ameritrade was evaluated against 23 others in the 2013 Barron’s Online-Broker review, Mar. 9, 2013, and was named “Best for Novices” and “Best for Long-Term

Investing”. Barron’s is a trademark of Dow Jones & Co., L.P. All rights reserved.

Annualized Growth(2)

10% 11% 12% 11% 7-11%

(4)

$28.5/12%(3)

http://online.barrons.com/article/SB50001424052748704836204578349290221878444.html?mod=BOL_hpp_highlight_bottom

MARKET FEE-BASED(1) REVENUE

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Market Fee-Based Revenue ($M)(1)

• Fiscal 2012 – Strong growth trends – Increased distribution capacity – Principal products:

• Amerivest • AdvisorDirect • Mutual Funds

• Fiscal 2013 Outlook – Target revenue growth: 15-25%

growth annually – Enhanced product set, sales

process and training – Amerivest/AdvisorDirect products

now aligned with target markets

GROW THIRD REVENUE STREAM

(1) Investment product fee revenue less money market mutual fund revenue. (2) Market fee-based revenue year-to-date as of Mar. 31, 2013. (3) FY13 forecast per 10/29/12 outlook statement.

$76

$119

$158

$193

$50

$75

$100

$125

$150

$175

$200

$225

$250

$275


$250

(3)

Forecasted Range ($M)

$220 CAGR: 36%

$116(2)

• Key relationships – Insured deposit account (IDA)(2) agreement – 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

• Revised IDA agreement – Effective January 1, 2013 – July 1, 2018 – Downside protection to AMTD in current rate environment – Increasing fee to TD on new extensions in higher rate environment – Impact to strategy in current rate environment

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4. UNIQUE RELATIONSHIP WITH TD TD OWNS ~ 42% of TD AMERITRADE(1)

(1) As of May 14, 2013. (2) 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.

$41 $48 $58

$67

$13 $14

$17 $16

$9 $9

$5 $5

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

Mar '10 Mar '11 Mar '12 Mar '13

Money Market Mutual Funds

Interest Earning Assets

IDA

5. WELL-POSITIONED FOR RISING INTEREST RATES

10

$71

$80 $88

$63

Ending Balances ($B)

(1) Immediate benefit with Fed Funds increases, but capped

Immediate benefit with Fed Funds increases

Immediate benefit with additional benefit over time with re-pricing of laddered investment portfolio

(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) Interest rate sensitive assets consist of spread-based assets and money market mutual funds. Ending balances as of Mar. 31, 2013. (3) Ending balances as of Mar. 31, 2013 consisted of $8.7B in client margin balances, $4.2B in segregated cash, and $2.8B in other balances. (4) Earnings per diluted share (EPS). 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. (5) 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. * Certain totals may not foot due to rounding.

• Interest rate sensitive assets(2) of $88B, up 10% year over year

– IDA(1) balances up 16% year-over-year

– Ending client cash as % of client assets at 16.2%

• Sensitivity – estimated annual impact to EPS(4) on +100bps:

– Yr. 1=+$0.32(5) – Yr. 2=+$0.43(5)

– Yr. 3=+$0.54(5)

(3)

6. GOOD STEWARDS OF SHAREHOLDER CAPITAL

$0.6 $0.6 $0.6

$0.3

$0.4 $0.5

$0.3

$0.5

$0.0

$0.2

$0.4

$0.6

$0.8

$1.0

FY10 FY11 FY12 FY13 YTD

Net Income ($B) Returned/Deployed ($B)

73% 81%

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STRONG CASH GENERATION AND STRONG FINANCIAL POSITION

(1) Cash used for M&A, debt repayments, share repurchases, and dividends divided by net income. Excludes shares repurchased for payroll taxes on equity award distributions.

(2) FY13 YTD as of Mar. 31, 2013.

(1)

157%

• S&P upgraded to “A” in

March 2012 • Moody’s upgraded to “A3” in

May 2013 • Fiscal 2013

– Repaid $250M tranche of debt in December

– Increased dividend by 50% to $0.09/quarter

– $0.50 special dividend in December ($273M); funded with revolving credit line

• Repaid $110M of revolving credit line in March Quarter

56%

(2)

FISCAL 2013 FOCUS

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• Challenging global environment • Maintain our momentum in trading and asset gathering • Grow “third revenue stream”, market fee-based revenue(1)

• Remain disciplined on expenses • Return of capital strategy • Fiscal 2013 EPS(2) Outlook Range: $1.00-$1.20(3)


(1) Investment product fee revenue less money market mutual fund revenue. (2) Earnings per diluted share (EPS). (3) FY13 forecast per 10/29/12 outlook statement.

CREATING LONG-TERM SHAREHOLDER VALUE

1. Unique and differentiated business model 2. Market leadership in trading 3. Premier asset gatherer 4. Unique relationship with TD 5. Well-positioned for rising interest rates 6. Good stewards of shareholder capital

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FISCAL 2013 OUTLOOK RANGE(1)

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Financial Macro Assumptions Key Metrics

High

$1.20 EPS(2) 10% Market Growth NNA(4) $52B / 11%(5)

38% Operating Margin

Activity Rate(3) of 7.0% TPD 410K

No change in Fed Funds Increasing Yield Curve

NIM(6) 1.50% / IDA(7) 1.17%

Low

$1.00 EPS 0% Market Growth NNA $33B / 7%

36% Operating Margin

Activity Rate of 6.0% TPD 355K

No change in Fed Funds or Yield Curve

NIM 1.40% / IDA 1.07%

(1) See outlook statement published 10/29/2012. (2) Earnings per diluted share (EPS). (3) Funded account activity rate. Average client trades per day during the period divided by the average number of total funded accounts during the period. (4) 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.

(5) NNA growth rate is annual net new assets as a % of client assets as of the beginning of the period. (6) NIM (net interest margin) is a measure of the net yield on our average spread-based assets. (7) 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.

SENSITIVITY

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• 3K average client trades per day = $0.01

• 0.05% funded activity rate(2) = $0.01

• $4.1B fee-based assets(3) = $0.01

• $0.6B spread-based assets(4) = $0.01

• 23K new accounts = $0.01

• +25bps fed move = +$0.08(5)

(1) Earnings per diluted share (EPS). (2) Funded account activity rate. Average client trades per day during the period divided by the average number of funded accounts during the period. (3) 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. (4) 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. (5) 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.

ESTIMATED ANNUAL IMPACT TO EPS(1)

379

413

318

372

439

370

416

367

388

355

328 334

378

7.1%

7.6%

5.8%

6.8%

8.0%

6.6%

7.4%

6.5%

6.8%

6.2%

5.7% 5.8%

6.5%

275

300

325

350

375

400

425

450

5.0%

6.0%

7.0%

8.0%

9.0%

MarQ'10

JunQ'10

SepQ'10

DecQ'10

MarQ'11

JunQ'11

SepQ'11

DecQ'11

MarQ'12

JunQ'12

SepQ'12

DecQ'12

MarQ'13

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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) Per outlook statement published 10/29/12.

THIRTEEN QUARTER AVERAGE 6.7%

Activity Rate(1)

13 QTR Avg. Activity Rate(1)

6.7%

FY13 Outlook Range(2):

Activity Rate(1): 6%-7% Avg. Trades Per Day: 355-410

Avg. Trades Per Day (K)

$48.6 $49.4 $50.5 $51.7 $52.0

$53.5 $56.4 $57.6 $58.8 $60.2 $61.3

$63.7 $66.2 $68.2

$72.5 $74.9 $75.8 $75.0 $76.8

$80.9 $83.6

16.1% 15.6%

16.9%

21.1%

23.3%

21.5%

19.8%

18.8% 18.1% 17.9% 18.2%

17.2% 16.5% 16.3%

18.1% 18.8%

17.6% 16.9% 16.8% 17.1%

16.7%

10%

15%

20%

25%

$30

$35

$40

$45

$50

$55

$60

$65

$70

$75

$80

$85

$90

$95

$100

MarQ'08

JunQ'08

SepQ'08

DecQ'08

MarQ'09

JunQ'09

SepQ'09

DecQ'09

MarQ'10

JunQ'10

SepQ'10

DecQ'10

MarQ'11

JunQ'11

SepQ'11

DecQ'11

MarQ'12

JunQ'12

SepQ'12

DecQ'12

MarQ'13

CASH AS % OF CLIENT ASSETS

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CONSISTENTLY 15-20%

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

Relatively high %’s due to depressed market post-crash Fall 2008

$32.6

$39.3 $41.8 $43.1

$44.7 $46.8

$48.6

$54.0

$58.8 $58.4 $59.0 $61.4

$64.2 $67.1 $155

$170 $180 $177 $179

$188 $197 $200 $205 $209 $206 $207 $205

$200

$25

$50

$75

$100

$125

$150

$175

$200

$225

$25

$30

$35

$40

$45

$50

$55

$60

$65

$70

$75

$80

DecQ '09 MarQ '10 JunQ '10 SepQ '10 DecQ '10 MarQ '11 JunQ '11 SepQ '11 DecQ '11 MarQ '12 JunQ '12 SepQ '12 DecQ '12 MarQ '13

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

IDA(1) NET REVENUE TREND GROWTH OFFSETTING RATE COMPRESSION

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Net Yield


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

1.87% 1.73% 1.70% 1.61% 1.56% 1.60% 1.60% 1.45% 1.37% 1.42%

5YR Swap Rates(2) 2.65% 2.70% 2.49% 1.76% 1.74% 2.32% 2.07% 1.44% 1.32% 1.17%

($B) ($M) Total Revenue FY10: $682 Total Revenue FY11: $763 12% YoY Growth

Total Revenue FY12 : $828 9% YoY Growth

Avg. Fed Funds(2) 0.12% 0.14% 0.19% 0.19% 0.19% 0.16% 0.09% 0.08% 0.07% 0.11%

1.38%

1.08% 0.16%

1.32%

0.86% 0.15%

1.25%

0.83% 0.16%

(1) (1)

1.19%

0.96% 0.15%

Total Revenue YTD FY13 : $405 -2% YoY Growth

REVISED IDA(1) AGREEMENT

• Better alignment with Dodd-Frank/Basel III • Downside protection to AMTD in current rate environment

– TD servicing fee on floating rate balances is reduced when fed funds less FDIC fees are below 50bps

• At current rates, fee will be 7.5bps vs. current 25bps • Increasing fee to TD on new extensions in higher rate

environment – Begins when fed funds @ 75bps and 5-year Swaps (LIBOR-based)

@ 150bps – Not expected until early 2016 based on economists’ current

projections(2)

– Up to an additional 10bps over time • Enhances AMTD’s ability to manage NIM(3) in a rising rate

environment

20


(2) Source: Global Insight January 3, 2013. (3) NIM (net interest margin) is a measure of the net yield on our average spread-based assets.

EFFECTIVE JANUARY 1, 2013 – JULY 1, 2018


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(2) Higher of the effective fed funds rate or the rate the Fed pays on excess reserves.

FLOATING RATE BALANCES

*Fee capped at 25bps when earn rate less FDIC fee at 50bps

Servicing fee: (Earn rate(2) – FDIC fee)/2

• Downside protection to AMTD in current rate environment – Minimum fee of 3bps; Maximum fee of 25bps; At current rates, fee will

be 7.5bps – Servicing fee variable with fed funds rate – ~$30M incremental revenue annually in current rate environment

Illustrative Example 1 Example 2 Example 3 Example 4

Earn rate - FDIC fee 0.06% 0.15% 0.50% 0.65%

TD Servicing fee 0.03% 0.075% 0.25% 0.25%

*


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(2) Source: Global Insight January 3, 2013.

NEW EXTENSIONS ONLY

• Increasing fee to TD on new extensions in higher rate environment – Based on current economists’ forecast(2), increasing fee phase-in not

expected until early 2016 – Implementation period will be over several years

• Fee increase applies ONLY to new extensions • Fee variable with 5-year Swaps (LIBOR-based) between 150-200bps • Additional 10bps not reached until 5-year Swaps at 200bps

Illustrative Example 1 Example 2 Example 3 Example 4

5-yr Swap rate 1.50% 1.75% 2.00% 2.50%

Minimum 1.50% 1.50% 1.50% 1.50%

Excess > 150bps 0.00% 0.25% 0.50% 1.00%

20% phase-in 20% 20% 20% n/a

Additional fee 0.00% 0.05% 0.10% 0.10%

Sandler o'neill conference_-_6-6-131

Economy & Finance

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