TD AMERITRADE HOLDING CORP (Form: 10-Q, Received: 02/04/2016 16:09:24)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended December 31, 2015



¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from to

Commission file number: 1-35509

TD Ameritrade Holding Corporation

(Exact name of registrant as specified in its charter)



Delaware		82-0543156
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 South 108 th Avenue, Omaha, Nebraska, 68154

(Address of principal executive offices) (Zip Code)

(402) 331-7856

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of January 28, 2016 , there were 535,056,190 outstanding shares of the registrant’s common stock.

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TD AMERITRADE HOLDING CORPORATION

INDEX



		Page No.

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Review Report of Independent Registered Public Accounting Firm	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Income	5
	Condensed Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43

Item 4.	Controls and Procedures	44

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	46

Item 6.	Exhibits	46

	Signatures	48

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PART I – FINANCIAL INFORMATION

Item 1. – Financial Statements

REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

TD Ameritrade Holding Corporation

We have reviewed the condensed consolidated balance sheet of TD Ameritrade Holding Corporation and subsidiaries (the Company) as of December 31, 2015 , and the related condensed consolidated statements of income, comprehensive income and cash flows for the three-month periods ended December 31, 2015 and 2014 . These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of TD Ameritrade Holding Corporation and subsidiaries as of September 30, 2015 , and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for the year then ended (not presented herein) and we expressed an unqualified audit opinion on those consolidated financial statements in our report dated November 20, 2015. In our opinion, the accompanying condensed consolidated balance sheet of TD Ameritrade Holding Corporation and subsidiaries as of September 30, 2015 , is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ ERNST & YOUNG LLP

Chicago, Illinois

February 4, 2016

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TD AMERITRADE HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



	December 31, 2015			September 30, 2015
	(In millions)
ASSETS
Cash and cash equivalents	$	1,735		$	1,978
Short-term investments available-for-sale, at fair value	204			4
Cash and investments segregated and on deposit for regulatory purposes	6,040			6,305
Receivable from brokers, dealers and clearing organizations	1,022			862
Receivable from clients, net	12,409			12,770
Receivable from affiliates	127			93
Other receivables, net	143			144
Securities owned, at fair value	263			425
Property and equipment at cost, net	542			521
Goodwill	2,467			2,467
Acquired intangible assets, net	639			661
Other assets	175			145
Total assets	$	25,766		$	26,375
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to brokers, dealers and clearing organizations	$	2,049		$	2,707
Payable to clients	16,105			16,035
Accounts payable and other liabilities	549			637
Payable to affiliates	6			6
Long-term debt	1,783			1,800
Deferred income taxes	300			287
Total liabilities	20,792			21,472
Stockholders' equity:
Preferred stock, $0.01 par value; 100 million shares authorized, none issued	—			—
Common stock, $0.01 par value; one billion shares authorized; 631 million shares issued; 537 million shares outstanding	6			6
Additional paid-in capital	1,642			1,649
Retained earnings	5,159			5,038
Treasury stock, common, at cost: 94 million shares	(1,809		)	(1,765		)
Accumulated other comprehensive loss	(24		)	(25		)
Total stockholders' equity	4,974			4,903
Total liabilities and stockholders' equity	$	25,766		$	26,375

See notes to condensed consolidated financial statements.

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TD AMERITRADE HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	Three Months Ended December 31,
	2015		2014
	(In millions, except per share amounts)
Revenues:
Transaction-based revenues:
Commissions and transaction fees	$	328	$	359
Asset-based revenues:
Insured deposit account fees	227		207
Net interest revenue	154		161
Investment product fees	92		83
Total asset-based revenues	473		451
Other revenues	11		9
Net revenues	812		819
Operating expenses:
Employee compensation and benefits	201		199
Clearing and execution costs	30		35
Communications	32		31
Occupancy and equipment costs	43		41
Depreciation and amortization	22		23
Amortization of acquired intangible assets	22		23
Professional services	37		37
Advertising	62		64
Other	20		22
Total operating expenses	469		475
Operating income	343		344
Other expense:
Interest on borrowings	12		9
Other	—		1
Total other expense	12		10
Pre-tax income	331		334
Provision for income taxes	119		123
Net income	$	212	$	211
Earnings per share - basic	$	0.39	$	0.39
Earnings per share - diluted	$	0.39	$	0.39
Weighted average shares outstanding - basic	537		544
Weighted average shares outstanding - diluted	540		548
Dividends declared per share	$	0.17	$	0.15

See notes to condensed consolidated financial statements.

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TD AMERITRADE HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended December 31,
	2015		2014
	(In millions)
Net income	$	212	$	211
Other comprehensive income (loss), before tax:
Cash flow hedging instruments:
Net unrealized loss	—		(15		)
Reclassification adjustment for portion of realized loss amortized to net income	1		1
Total other comprehensive income (loss), before tax	1		(14		)
Income tax effect	—		5
Total other comprehensive income (loss), net of tax	1		(9		)
Comprehensive income	$	213	$	202

See notes to condensed consolidated financial statements.

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TD AMERITRADE HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Three Months Ended December 31,
	2015			2014
	(In millions)
Cash flows from operating activities:
Net income	$	212		$	211
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	22			23
Amortization of acquired intangible assets	22			23
Deferred income taxes	12			3
Stock-based compensation	9			9
Excess tax benefits on stock-based compensation	(15		)	(11		)
Other, net	2			(1		)
Changes in operating assets and liabilities:
Cash and investments segregated and on deposit for regulatory purposes	265			585
Receivable from brokers, dealers and clearing organizations	(160		)	(88		)
Receivable from clients, net	361			(7		)
Receivable from/payable to affiliates, net	(34		)	(18		)
Other receivables, net	1			17
Securities owned, at fair value	162			(109		)
Other assets	(46		)	42
Payable to brokers, dealers and clearing organizations	(658		)	(342		)
Payable to clients	70			364
Accounts payable and other liabilities	(74		)	(29		)
Net cash provided by operating activities	151			672
Cash flows from investing activities:
Purchase of property and equipment	(43		)	(21		)
Purchase of short-term investments	(201		)	—
Proceeds from sale of investments	—			1
Other	—			3
Net cash used in investing activities	(244		)	(17		)

(Continued on following page)

See notes to condensed consolidated financial statements.

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TD AMERITRADE HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)

(Unaudited)



	Three Months Ended December 31,
	2015			2014
	(In millions)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	$	—		$	500
Payment of debt issuance costs	—			(5		)
Principal payments on long-term debt	—			(500		)
Principal payments on notes payable	—			(37		)
Payment of cash dividends	(91		)	(82		)
Proceeds from exercise of stock options: Three months ended December 31, 2014 - 0.6 million shares	—			11
Purchase of treasury stock: Three months ended December 31, 2015 - 1.1 million shares; 2014 - 3.7 million shares	(38		)	(118		)
Purchase of treasury stock for income tax withholding on stock-based compensation: Three months ended December 31, 2015 - 0.7 million shares; 2014 - 0.5 million shares	(27		)	(18		)
Payment for future treasury stock purchases under accelerated stock repurchase agreement	(9		)	—
Excess tax benefits on stock-based compensation	15			11
Net cash used in financing activities	(150		)	(238		)
Net increase (decrease) in cash and cash equivalents	(243		)	417
Cash and cash equivalents at beginning of period	1,978			1,460
Cash and cash equivalents at end of period	$	1,735		$	1,877
Supplemental cash flow information:
Interest paid	$	20		$	8
Income taxes paid	$	138		$	132

See notes to condensed consolidated financial statements.

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TD AMERITRADE HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Month Periods Ended December 31, 2015 and 2014

(Unaudited)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements include the accounts of TD Ameritrade Holding Corporation (the "Parent") and its wholly-owned subsidiaries (collectively, the "Company"). Intercompany balances and transactions have been eliminated.

These financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in the opinion of management, reflect all adjustments, which are all of a normal recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles ("GAAP"). These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report filed on Form 10-K for the fiscal year ended September 30, 2015 .

2. CASH AND CASH EQUIVALENTS

The Company's cash and cash equivalents is summarized in the following table (dollars in millions):



	December 31, 2015		September 30, 2015
Corporate	$	801	$	1,069
Broker-dealer subsidiaries	739		721
Futures commission merchant subsidiary	79		72
Trust company subsidiary	76		77
Investment advisory subsidiaries	40		39
Total	$	1,735	$	1,978

Capital requirements may limit the amount of cash available for dividend from the broker-dealer, futures commission merchant ("FCM") and trust company subsidiaries to the parent company. Most of the trust company cash and cash equivalents arises from client transactions in the process of settlement, and therefore is generally not available for corporate purposes. Cash and cash equivalents of the investment advisory subsidiaries is generally not available for corporate purposes.

3 . CASH AND INVESTMENTS SEGREGATED AND ON DEPOSIT FOR REGULATORY PURPOSES

Cash and investments segregated and on deposit for regulatory purposes consists of the following (dollars in millions):



	December 31, 2015		September 30, 2015
U.S. government debt securities	$	3,878	$	3,706
Reverse repurchase agreements (collateralized by U.S. government debt securities)	1,489		1,586
Cash in demand deposit accounts	565		802
U.S. government debt securities on deposit with futures commission merchant	75		75
Cash on deposit with futures commission merchants	33		136
Total	$	6,040	$	6,305

4. INCOME TAXES

The Company's effective income tax rate for the three months ended December 31, 2015 was 36.0% , compared to 36.8% for the three months ended December 31, 2014 . The provision for income taxes for the three months ended December 31, 2015 was lower than normal primarily due to $7 million of net favorable resolutions of state income tax matters and $2 million of net favorable adjustments to uncertain tax positions and related deferred income tax assets. These items had a net favorable impact on the Company's earnings for the three months ended December 31, 2015 of approximately two cents per share. The provision for income taxes for the three months ended December 31, 2014 was lower than normal primarily due to $6 million of favorable resolutions of state income tax matters. This favorably impacted the Company's earnings for the three months ended December 31, 2014 by approximately one cent per share.

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5 . LONG-TERM DEBT

Long-term debt consists of the following (dollars in millions):



December 31, 2015	Face Value		Unamortized Discounts and Debt Issuance Costs			Fair Value Adjustment ⁽¹⁾		Net Carrying Value
Senior Notes:
5.600% Notes due 2019	$	500	$	(2	)	$	31	$	529
2.950% Notes due 2022	750		(7		)	—		743
3.625% Notes due 2025	500		(4		)	15		511
Total long-term debt	$	1,750	$	(13	)	$	46	$	1,783



September 30, 2015	Face Value		Unamortized Discounts and Debt Issuance Costs			Fair Value Adjustment ⁽¹⁾		Net Carrying Value
Senior Notes:
5.600% Notes due 2019	$	500	$	(2	)	$	40	$	538
2.950% Notes due 2022	750		(7		)	—		743
3.625% Notes due 2025	500		(4		)	23		519
Total long-term debt	$	1,750	$	(13	)	$	63	$	1,800


(1)	Fair value adjustments relate to changes in the fair value of the debt while in a fair value hedging relationship. See " Fair Value Hedging " below.

Fair Value Hedging – The Company is exposed to changes in the fair value of its fixed-rate Senior Notes resulting from interest rate fluctuations. To hedge a portion of this exposure, the Company has entered into fixed-for-variable interest rate swaps on the 2019 Notes and the 2025 Notes. Each fixed-for-variable interest rate swap has a notional amount of $500 million and a maturity date matching the maturity date of the respective Senior Notes.

The interest rate swaps effectively change the fixed-rate interest on the 2019 Notes and 2025 Notes to variable-rate interest. Under the terms of the interest rate swap agreements, the Company receives semi-annual fixed-rate interest payments based on the same rates applicable to the Senior Notes, and makes quarterly variable-rate interest payments based on three-month LIBOR plus (a) 2.3745% for the swap on the 2019 Notes and (b) 1.1022% for the swap on the 2025 Notes. As of December 31, 2015 , the weighted average effective interest rate on the aggregate principal balance of the 2019 Notes and 2025 Notes was 2.11% .

The interest rate swaps are accounted for as fair value hedges and qualify for the shortcut method of accounting. Changes in the payment of interest resulting from the interest rate swaps are recorded in interest on borrowings on the Condensed Consolidated Statements of Income. Changes in fair value of the interest rate swaps are completely offset by changes in fair value of the related notes, resulting in no effect on net income. The following table summarizes gains and losses resulting from changes in the fair value of interest rate swaps designated as fair value hedges and the hedged fixed-rate debt for the periods indicated (dollars in millions):



	Three Months Ended December 31,
	2015			2014
Gain (loss) on fair value of interest rate swaps	$	(17	)	$	11
Gain (loss) on fair value of hedged fixed-rate debt	17			(11		)
Net gain (loss) recorded in interest on borrowings	$	—		$	—

Cash Flow Hedging – On January 17, 2014 , the Company entered into forward-starting interest rate swap contracts with an aggregate notional amount of $500 million , to hedge against changes in the benchmark interest rate component of future interest payments resulting from the anticipated refinancing of its $500 million aggregate principal amount of unsecured 4.150% Senior Notes that matured on December 1, 2014 . The Company designated the contracts as a cash flow hedge of the future interest payments.

Under cash flow hedge accounting, until settlement the swap contracts are carried at fair value and, to the extent they are an effective hedge, any unrealized gains or losses are recorded in other comprehensive income (loss). Any ineffective portion of the

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unrealized gains or losses is immediately recorded into earnings. Upon settlement, any realized gain or loss that has been recorded in other comprehensive income (loss) is amortized into earnings over the term of the newly-issued fixed-rate debt.

On October 17, 2014, the Company sold $500 million of 2025 Notes and paid approximately $45 million to settle the forward-starting interest rate swap contracts. As of October 17, 2014, the Company recorded $0.5 million of pre-tax loss immediately into earnings to reflect ineffectiveness resulting from the issuance of the 2025 Notes slightly earlier than forecast. As of December 31, 2015 , the Company expects to amortize $4.4 million of pre-tax losses, that were reported in accumulated other comprehensive loss, into interest on borrowings on the Condensed Consolidated Statements of Income within the next 12 months .

The following table summarizes pre-tax losses resulting from changes in the fair value of the forward-starting interest rate swaps for the periods indicated (dollars in millions):



	Amount of Loss Recognized in Other Comprehensive Income (Loss) (Effective Portion)
	Three Months Ended December 31,
	2015		2014
Forward-starting interest rate swaps	$	—	$	(15	)

Balance Sheet Impact of Hedging Instruments — The following table summarizes the fair value of outstanding derivatives designated as hedging instruments on the Condensed Consolidated Balance Sheets (dollars in millions):



	Balance Sheet Location	December 31, 2015		September 30, 2015
Interest rate contracts:
Pay-variable interest rate swaps designated as fair value hedges	Other assets	$	46	$	63

The interest rate swaps are subject to counterparty credit risk. Credit risk is managed by limiting activity to approved counterparties that meet a minimum credit rating threshold, by entering into credit support agreements, or by utilizing approved central clearing counterparties registered with the Commodity Futures Trading Commission ("CFTC"). The interest rate swaps require daily collateral coverage, in the form of cash or U.S. Treasury securities, for the aggregate fair value of the interest rate swaps (including accrued interest). As of December 31, 2015 and September 30, 2015 , the pay-variable interest rate swap counterparties had pledged $47 million and $77 million of collateral, respectively, to the Company in the form of cash. A liability for collateral pledged to the Company in the form of cash is recorded in accounts payable and other liabilities on the Condensed Consolidated Balance Sheets.

6 . CAPITAL REQUIREMENTS

The Company's broker-dealer subsidiaries are subject to the SEC Uniform Net Capital Rule (Rule 15c3-1 under the Securities Exchange Act of 1934, or the "Exchange Act"), administered by the SEC and the Financial Industry Regulatory Authority ("FINRA"), which requires the maintenance of minimum net capital, as defined. Net capital and the related net capital requirement may fluctuate on a daily basis. TD Ameritrade Clearing, Inc. ("TDAC"), the Company's clearing broker-dealer subsidiary, and TD Ameritrade, Inc., the Company's introducing broker-dealer subsidiary, compute net capital under the alternative method as permitted by Rule 15c3-1. TDAC is required to maintain minimum net capital of the greater of $1.5 million , which is based on the type of business conducted by the broker-dealer, or 2% of aggregate debit balances arising from client transactions. TD Ameritrade, Inc. is required to maintain minimum net capital of the greater of $250,000 or 2% of aggregate debit balances.

TD Ameritrade Futures & Forex LLC ("TDAFF"), the Company's FCM subsidiary registered with the CFTC, is subject to CFTC Regulation 1.17 under the Commodity Exchange Act, administered by the CFTC and the National Futures Association ("NFA"), which requires the maintenance of minimum net capital of the greatest of (a) $1.0 million or (b) its futures risk-based capital requirement, equal to 8% of the total risk margin requirement for all futures positions carried by the FCM in client and nonclient accounts.

Under the alternative method, a broker-dealer may not repay any subordinated borrowings, pay cash dividends or make any unsecured advances or loans to its parent company or employees if such payment would result in a net capital amount of (a) less than 5% of aggregate debit balances or (b) less than 120% of its minimum dollar requirement. An FCM, such as TDAFF, that is not registered as a securities broker-dealer must provide notice to the CFTC if its net capital amounts to less than (a) 110% of its risk-based capital requirement under CFTC Regulation 1.17 or (b) less than 150% of its minimum dollar requirement. These broker-dealer and FCM net capital thresholds, which are specified in Exchange Act Rule 17a-11 and CFTC Regulation 1.12, are typically referred to as "early warning" net capital thresholds.

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Net capital and net capital requirements for the Company's broker-dealer and FCM subsidiaries are summarized in the following tables (dollars in millions):



TD Ameritrade Clearing, Inc.
Date	Net Capital		Required Net Capital (2% of Aggregate Debit Balances)		Net Capital in Excess of Required Net Capital		Net Capital in Excess of Early Warning Threshold (5% of Aggregate Debit Balances)		Ratio of Net Capital to Aggregate Debit Balances
December 31, 2015	$	1,628	$	290	$	1,338	$	904	11.24	%
September 30, 2015	$	1,581	$	310	$	1,271	$	807	10.22	%



TD Ameritrade, Inc.
Date	Net Capital		Net Capital in Excess of the $250,000 Minimum Dollar Requirement		Net Capital in Excess of Early Warning Threshold (120% of Required Net Capital)
December 31, 2015	$	217	$	217	$	217
September 30, 2015	$	228	$	228	$	227



TD Ameritrade Futures & Forex LLC
Date	Net Capital		Required Net Capital (8% of Total Risk Margin)		Net Capital in Excess of Required Net Capital		Net Capital in Excess of Early Warning Threshold (110% of Required Net Capital)
December 31, 2015	$	97	$	11	$	86	$	85
September 30, 2015	$	90	$	12	$	78	$	78

The Company's non-depository trust company subsidiary, TD Ameritrade Trust Company ("TDATC"), is subject to capital requirements established by the State of Maine, which require TDATC to maintain minimum Tier 1 capital, as defined. TDATC's Tier 1 capital was $34 million and $32 million as of December 31, 2015 and September 30, 2015 , respectively, which exceeded the required Tier 1 capital by $18 million and $17 million , respectively.

7 . COMMITMENTS AND CONTINGENCIES

Legal and Regulatory Matters

Order Routing Matters – Five putative class action complaints have been filed regarding TD Ameritrade's routing of client orders. The cases are pending in the U.S. District Court for the District of Nebraska: Jay Zola et al. v. TD Ameritrade, Inc., et al. ; Tyler Verdieck v. TD Ameritrade, Inc. ; Bruce Lerner v. TD Ameritrade, Inc. ; Michael Sarbacker v. TD Ameritrade Holding Corporation, et al.; Gerald Klein v. TD Ameritrade Holding Corporation, et al. The complaints in Zola, Klein and Sarbacker allege that the defendants failed to provide clients with "best execution" and routed orders to the market venue that paid the most for its order flow. The complaints in Verdieck and Lerner allege that the defendant routed its clients' non-marketable limit orders to the venue paying the highest rates of maker rebates, and that clients did not receive best execution on these kinds of orders. The complaints variously include claims of breach of contract, breach of fiduciary duty, breach of the duty of best execution, fraud, negligent misrepresentation, violation s of Section 10(b) and 20 of the Exchange Act and SEC Rule 10b-5, violation of Nebraska's Consumer Protection Act, violation of Nebraska's Uniform Deceptive Trade Practices Act, aiding and abetting, unjust enrichment and declaratory judgment. The complaints seek various kinds of relief including damages, restitution, disgorgement, injunctive relief, equitable relief and other relief. The Company intends to vigorously defend against these lawsuits. The Company moved to dismiss each of the five putative class action complaints. The Magistrate Judge subsequently entered Findings and Recommendations with respect to each of the five actions, recommending that the District Judge dismiss each of the five lawsuits. The Plaintiffs have objected to the Magistrate Judge's Findings and Recommendations. The Company is unable to predict the outcome or the timing of the ultimate resolution of these lawsuits, or the potential losses, if any, that may result.

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Certain regulatory authorities are conducting examinations and investigations regarding the routing of client orders. TD Ameritrade, Inc. and TDAC have received requests for documents and information from the regulatory authorities. TD Ameritrade, Inc. and TDAC are cooperating with the requests.

Reserve Yield Plus Fund Litigation – During September 2008, The Reserve, an independent mutual fund company, announced that the net asset value of the Reserve Yield Plus Fund declined below $1.00 per share. The Yield Plus Fund was not a money market mutual fund, but its stated objective was to maintain a net asset value of $1.00 per share. TD Ameritrade, Inc.'s clients continue to hold shares in the Yield Plus Fund (now known as "Yield Plus Fund – In Liquidation"), which is being liquidated.

In November 2008, a purported class action lawsuit was filed with respect to the Yield Plus Fund. The lawsuit is captioned Ross v. Reserve Management Company, Inc. et al. and is pending in the U.S. District Court for the Southern District of New York. The Ross lawsuit is on behalf of persons who purchased shares of Reserve Yield Plus Fund. On November 20, 2009, the plaintiffs filed a first amended complaint naming as defendants the fund's advisor, certain of its affiliates and the Company and certain of its directors, officers and shareholders as alleged control persons. The complaint alleges claims of violations of the federal securities laws and other claims based on allegations that false and misleading statements and omissions were made in the Reserve Yield Plus Fund prospectuses and in other statements regarding the fund. On March 19, 2015, the plaintiffs entered into an agreement with Reserve Management Company, Inc. and related defendants to settle the claims against them, subject to court approval. On March 26, 2015, the Company and the plaintiffs reached an agreement in principle to resolve the claims against the Company and its directors, officers and shareholders named as defendants, subject to definitive written terms that required court approval. Under the agreement, the Company agreed to make a cash contribution of $3.75 million toward a class settlement fund. On November 23, 2015, the court entered an order preliminarily approving the settlement and notices to class members, as well as setting a final approval hearing date of March 4, 2016. The Company paid its $3.75 million contribution to the class settlement fund on December 4, 2015. Notices to class members were mailed by the claims administrator on December 8, 2015.

Other Legal and Regulatory Matters – The Company is subject to a number of other lawsuits, arbitrations, claims and other legal proceedings in connection with its business. Some of these legal actions include claims for substantial or unspecified compensatory and/or punitive damages. In addition, in the normal course of business, the Company discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiry. These matters could result in censures, fines, penalties or other sanctions. Accounting Standards Codification ("ASC") 450, Loss Contingencies, governs the recognition and disclosure of loss contingencies, including potential losses from legal and regulatory matters. ASC 450 categorizes loss contingencies using three terms based on the likelihood of occurrence of events that result in a loss: "probable" means that "the future event or events are likely to occur;" "remote" means that "the chance of the future event or events occurring is slight;" and "reasonably possible" means that "the chance of the future event or events occurring is more than remote but less than likely." Under ASC 450, the Company accrues for losses that are considered both probable and reasonably estimable. The Company may incur losses in addition to the amounts accrued where the losses are greater than estimated by management, or for matters for which an unfavorable outcome is considered reasonably possible, but not probable.

The Company estimates that the aggregate range of reasonably possible losses in excess of amounts accrued is from $0 to $50 million as of December 31, 2015 . This estimated aggregate range of reasonably possible losses is based upon currently available information for those legal and regulatory matters in which the Company is involved, taking into account the Company’s best estimate of reasonably possible losses for those matters as to which an estimate can be made. For certain matters, the Company does not believe an estimate can currently be made, as some matters are in preliminary stages and some matters have no specific amounts claimed. The Company’s estimate involves significant judgment, given the varying stages of the proceedings and the inherent uncertainty of predicting outcomes. The estimated range will change from time to time as the underlying matters, stages of proceedings and available information change. Actual losses may vary significantly from the current estimated range.

The Company believes, based on its current knowledge and after consultation with counsel, that the ultimate disposition of these legal and regulatory matters, individually or in the aggregate, is not likely to have a material adverse effect on the financial condition or cash flows of the Company. However, in light of the uncertainties involved in such matters, the Company is unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential losses, fines, penalties or equitable relief, if any, that may result, and it is possible that the ultimate resolution of one or more of these matters may be material to the Company's results of operations for a particular reporting period.

Income Taxes

The Company's federal and state income tax returns are subject to examination by taxing authorities. Because the application of tax laws and regulations to many types of transactions is subject to varying interpretations, amounts reported in the condensed consolidated financial statements could be significantly changed at a later date upon final determinations by taxing authorities. The Toronto-Dominion Bank ("TD") has agreed to indemnify the Company for tax obligations, if any, pertaining to activities of TD Waterhouse Group, Inc. ("TD Waterhouse") prior to the Company's acquisition of TD Waterhouse in January 2006.

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General Contingencies

In the ordinary course of business, there are various contingencies that are not reflected in the condensed consolidated financial statements. These include the Company's broker-dealer and FCM subsidiaries' client activities involving the execution, settlement and financing of various client securities, options, futures and foreign exchange transactions. These activities may expose the Company to credit risk in the event the clients are unable to fulfill their contractual obligations.

The Company extends margin credit and leverage to its clients. In margin transactions, the Company extends credit to the client, subject to various regulatory and internal margin requirements, collateralized by cash and securities in the client's account. In connection with these activities, the Company also executes and clears client transactions involving the sale of securities not yet purchased ("short sales"). Such margin-related transactions may expose the Company to credit risk in the event a client's assets are not sufficient to fully cover losses that the client may incur. Leverage involves securing a large potential future obligation with a lesser amount of collateral. The risks associated with margin credit and leverage increase during periods of rapid market movements, or in cases where leverage or collateral is concentrated and market movements occur. In the event the client fails to satisfy its obligations, the Company has the authority to liquidate certain positions in the client's account at prevailing market prices in order to fulfill the client's obligations. However, during periods of rapid market movements, clients who utilize margin credit or leverage and who have collateralized their obligations with securities may find that the securities have a rapidly depreciating value and may not be sufficient to cover their obligations in the event of liquidation. The Company seeks to mitigate the risks associated with its client margin and leverage activities by requiring clients to maintain margin collateral in compliance with various regulatory and internal guidelines. The Company monitors required margin levels throughout each trading day and, pursuant to such guidelines, requires clients to deposit additional collateral, or to reduce positions, when necessary.

The Company contracts with unaffiliated FCM and broker-dealer entities to clear and execute futures and foreign exchange transactions for its clients. This can result in concentrations of credit risk with one or more of these counterparties. This risk is partially mitigated by the counterparties' obligation to comply with rules and regulations governing FCMs and broker-dealers in the United States. These rules generally require maintenance of net capital and segregation of client funds and securities from holdings of the clearing FCMs and broker-dealers. In addition, the Company manages this risk by requiring credit approvals for counterparties and by utilizing account funding and sweep arrangement agreements that generally specify that all client cash in excess of futures funding requirements be transferred back to the clients' securities brokerage account at the Company on a daily basis.

The Company loans securities temporarily to other broker-dealers in connection with its broker-dealer business. The Company receives cash as collateral for the securities loaned. Increases in securities prices may cause the market value of the securities loaned to exceed the amount of cash received as collateral. In the event the counterparty to these transactions does not return the loaned securities, the Company may be exposed to the risk of acquiring the securities at prevailing market prices in order to satisfy its client obligations. The Company mitigates this risk by requiring credit approvals for counterparties, by monitoring the market value of securities loaned on a daily basis and requiring additional cash as collateral when necessary, and by participating in a risk-sharing program offered through the Options Clearing Corporation ("OCC").

The Company borrows securities temporarily from other broker-dealers in connection with its broker-dealer business. The Company deposits cash as collateral for the securities borrowed. Decreases in securities prices may cause the market value of the securities borrowed to fall below the amount of cash deposited as collateral. In the event the counterparty to these transactions does not return the cash deposited, the Company may be exposed to the risk of selling the securities at prevailing market prices. The Company mitigates this risk by requiring credit approvals for counterparties, by monitoring the collateral values on a daily basis and requiring collateral to be returned by the counterparties when necessary, and by participating in a risk-sharing program offered through the OCC.

The Company transacts in reverse repurchase agreements (securities purchased under agreements to resell) in connection with its broker-dealer business. The Company's policy is to take possession or control of securities with a market value in excess of the principal amount loaned, plus accrued interest, in order to collateralize resale agreements. The Company monitors the market value of the underlying securities that collateralize the related receivable on resale agreements on a daily basis and may require additional collateral when deemed appropriate.

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The Company has accepted collateral in connection with client margin loans and securities borrowed. Under applicable agreements, the Company is generally permitted to repledge securities held as collateral and use them to enter into securities lending arrangements. The following table summarizes the fair values of client margin securities and stock borrowings that were available to the Company to utilize as collateral on various borrowings or for other purposes, and the amount of that collateral loaned or repledged by the Company (dollars in billions):



	December 31, 2015		September 30, 2015
Client margin securities	$	17.2	$	17.7
Stock borrowings	0.6		0.7
Total collateral available	$	17.8	$	18.4

Collateral loaned	$	2.0	$	2.7
Collateral repledged	2.7		3.8
Total collateral loaned or repledged	$	4.7	$	6.5

The Company is subject to cash deposit and collateral requirements with clearinghouses based on its clients' trading activity. The following table summarizes cash deposited with and securities pledged to clearinghouses by the Company (dollars in millions):



Assets	Balance Sheet Classification	December 31, 2015		September 30, 2015
Cash	Receivable from brokers, dealers and clearing organizations	$	376	$	190
U.S. government debt securities	Securities owned, at fair value	175		350
Total		$	551	$	540

Guarantees

The Company is a member of and provides guarantees to securities clearinghouses and exchanges in connection with client trading activities. Under related agreements, the Company is generally required to guarantee the performance of other members. Under these agreements, if a member becomes unable to satisfy its obligations to the clearinghouse, other members would be required to meet shortfalls. The Company's liability under these arrangements is not quantifiable and could exceed the cash and securities it has posted to the clearinghouse as collateral. However, the potential for the Company to be required to make payments under these agreements is considered remote. Accordingly, no contingent liability is carried on the Condensed Consolidated Balance Sheets for these guarantees.

The Company clears its clients' futures transactions on an omnibus account basis through unaffiliated clearing firms. The Company also contracts with an external provider to facilitate foreign exchange trading for its clients. The Company has agreed to indemnify these unaffiliated clearing firms and the external provider for any loss that they may incur for the client transactions introduced to them by the Company.

See " Insured Deposit Account Agreement " in Note 13 for a description of a guarantee included in that agreement.

8. FAIR VALUE DISCLOSURES

Fair Value Measurement — Definition and Hierarchy

ASC 820-10, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.

ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:


•	Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. This category includes active exchange-traded funds, money market mutual funds, mutual funds and equity securities.

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•

Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Such inputs include quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active and inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. This category includes most debt securities and other interest-sensitive financial instruments.


•	Level 3 — Unobservable inputs for the asset or liability, where there is little, if any, observable market activity or data for the asset or liability.

The following tables present the Company's fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and September 30, 2015 (dollars in millions):



	As of December 31, 2015
	Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents:
Money market mutual funds	$	1,306	$	—	$	—	$	1,306
U.S. government debt securities	—		202		—		202
Subtotal - Cash equivalents	1,306		202		—		1,508
Short-term investments available-for-sale:
U.S. government debt securities	—		204		—		204
Investments segregated for regulatory purposes:
U.S. government debt securities	—		3,953		—		3,953
Securities owned:
Money market and other mutual funds	—		—		2		2
U.S. government debt securities	—		241		—		241
Equity securities	17		—		—		17
Other	—		3		—		3
Subtotal - Securities owned	17		244		2		263
Other assets:
Pay-variable interest rate swaps ⁽¹⁾	—		46		—		46
Auction rate securities	—		—		1		1
Subtotal - Other assets	—		46		1		47
Total assets at fair value	$	1,323	$	4,649	$	3	$	5,975
Liabilities:
Accounts payable and other liabilities:
Securities sold, not yet purchased:
Equity securities	$	59	$	—	$	—	$	59


(1)	See " Fair Value Hedging " in Note 5 for details.

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	As of September 30, 2015
	Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents:
Money market mutual funds	$	1,888	$	—	$	—	$	1,888
Short-term investments available-for-sale:
U.S. government debt securities	—		4		—		4
Investments segregated for regulatory purposes:
U.S. government debt securities	—		3,781		—		3,781
Securities owned:
Money market and other mutual funds	—		—		2		2
U.S. government debt securities	—		415		—		415
Other	3		5		—		8
Subtotal - Securities owned	3		420		2		425
Other assets:
Pay-variable interest rate swaps ⁽¹⁾	—		63		—		63
Auction rate securities	—		—		1		1
Subtotal - Other assets	—		63		1		64
Total assets at fair value	$	1,891	$	4,268	$	3	$	6,162
Liabilities:
Accounts payable and other liabilities:
Securities sold, not yet purchased:
Equity securities	$	23	$	—	$	—	$	23


(1)	See " Fair Value Hedging " in Note 5 for details.

There were no transfers between any levels of the fair value hierarchy during the periods covered by this report.

Valuation Techniques

In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies to the Company's Level 1 assets and liabilities. If quoted prices in active markets for identical assets and liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. This pricing methodology applies to the Company's Level 2 assets and liabilities.

Level 2 Measurements:

Debt Securities – Fair values for debt securities are based on prices obtained from an independent pricing vendor. The primary inputs to the valuation include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads. The Company validates the vendor pricing by periodically comparing it to pricing from another independent pricing service. The Company has not adjusted prices obtained from the independent pricing vendor for any periods presented in the condensed consolidated financial statements because no significant pricing differences have been observed.

Interest Rate Swaps – These derivatives are valued by the Company using a valuation model provided by a third party service that incorporates interest rate yield curves, which are observable for substantially the full term of the contract. The valuation model is widely accepted in the financial services industry and does not involve significant judgment because most of the inputs are observable in the marketplace. Credit risk is not an input to the valuation because in each case the Company or counterparty has possession of collateral, in the form of cash or U.S. Treasury securities, in amounts equal to or exceeding the fair value of the

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interest rate swaps. The Company validates the third party service valuations by comparing them to valuation models provided by the swap counterparties.

Level 3 Measurements:

The Company has no material assets or liabilities classified as Level 3 of the fair value hierarchy.

Fair Value of Financial Instruments Not Recorded at Fair Value

Cash and cash equivalents, receivable from/payable to brokers, dealers and clearing organizations, receivable from/payable to clients, receivable from/payable to affiliates, other receivables and accounts payable and other liabilities are short-term in nature and accordingly are carried at amounts that approximate fair value. Cash and cash equivalents include cash and highly-liquid investments with an original maturity of three months or less (categorized as Level 1 of the fair value hierarchy). Receivable from/payable to brokers, dealers and clearing organizations, receivable from/payable to clients, receivable from/payable to affiliates, other receivables and accounts payable and other liabilities are recorded at or near their respective transaction prices and historically have been settled or converted to cash at approximately that value (categorized as Level 2 of the fair value hierarchy).

Cash and investments segregated and on deposit for regulatory purposes includes reverse repurchase agreements (securities purchased under agreements to resell). Reverse repurchase agreements are treated as collateralized financing transactions and are carried at amounts at which the securities will subsequently be resold, plus accrued interest. The Company's reverse repurchase agreements generally have a maturity of seven days and are collateralized by U.S. Treasury securities in amounts exceeding the carrying value of the resale agreements. Accordingly, the carrying value of reverse repurchase agreements approximates fair value (categorized as Level 2 of the fair value hierarchy). In addition, this category includes cash held in demand deposit accounts and on deposit with futures commission merchants, for which the carrying values approximate the fair value (categorized as Level 1 of the fair value hierarchy). See Note 3 for a summary of cash and investments segregated and on deposit for regulatory purposes.

Long-term debt – As of December 31, 2015 , the Company's Senior Notes had an aggregate estimated fair value, based on quoted market prices (categorized as Level 1 of the fair value hierarchy), of approximately $1.813 billion , compared to the aggregate carrying value of the Senior Notes on the Condensed Consolidated Balance Sheet of $1.783 billion . As of September 30, 2015 , the Company's Senior Notes had an aggregate estimated fair value, based on quoted market prices, of approximately $1.833 billion , compared to the aggregate carrying value of the Senior Notes on the Condensed Consolidated Balance Sheet of $1.800 billion .

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9. OFFSETTING ASSETS AND LIABILITIES

Substantially all of the Company's reverse repurchase agreements, securities borrowing and securities lending activity and derivative financial instruments are transacted under master agreements that may allow for net settlement in the ordinary course of business, as well as offsetting of all contracts with a given counterparty in the event of default by one of the parties. However, for financial statement purposes, the Company does not net balances related to these financial instruments.

The following tables present information about the potential effect of rights of setoff associated with the Company's recognized assets and liabilities as of December 31, 2015 and September 30, 2015 (dollars in millions):



	December 31, 2015
							Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
	Gross Amounts of Recognized Assets and Liabilities		Gross Amounts Offset in the Condensed Consolidated Balance Sheet		Net Amounts Presented in the Condensed Consolidated Balance Sheet		Financial Instruments ⁽⁴⁾			Collateral Received or Pledged (Including Cash) ⁽⁵⁾			Net Amount ⁽⁶⁾
Assets:
Investments segregated for regulatory purposes:
Reverse repurchase agreements	$	1,489	$	—	$	1,489	$	—		$	(1,489	)	$	—
Receivable from brokers, dealers and clearing organizations:
Deposits paid for securities borrowed ⁽¹⁾	629		—		629		(76		)	(533		)	20
Other assets:
Pay-variable interest rate swaps	46		—		46		—			(46		)	—
Total	$	2,164	$	—	$	2,164	$	(76	)	$	(2,068	)	$	20
Liabilities:
Payable to brokers, dealers and clearing organizations:
Deposits received for securities loaned ⁽²⁾⁽³⁾	$	2,007	$	—	$	2,007	$	(76	)	$	(1,685	)	$	246



	September 30, 2015
							Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
	Gross Amounts of Recognized Assets and Liabilities		Gross Amounts Offset in the Condensed Consolidated Balance Sheet		Net Amounts Presented in the Condensed Consolidated Balance Sheet		Financial Instruments ⁽⁴⁾			Collateral Received or Pledged (Including Cash) ⁽⁵⁾			Net Amount ⁽⁶⁾
Assets:
Investments segregated for regulatory purposes:
Reverse repurchase agreements	$	1,586	$	—	$	1,586	$	—		$	(1,586	)	$	—
Receivable from brokers, dealers and clearing organizations:
Deposits paid for securities borrowed ⁽¹⁾	664		—		664		(70		)	(585		)	9
Other assets:
Pay-variable interest rate swaps	63		—		63		—			(63		)	—
Total	$	2,313	$	—	$	2,313	$	(70	)	$	(2,234	)	$	9
Liabilities:
Payable to brokers, dealers and clearing organizations:
Deposits received for securities loaned ⁽²⁾⁽³⁾	$	2,653	$	—	$	2,653	$	(70	)	$	(2,364	)	$	219

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(1)

Included in the gross amounts of deposits paid for securities borrowed is $385 million and $332 million as of December 31, 2015 and September 30, 2015 , respectively, transacted through a risk-sharing program with the OCC, which guarantees the return of cash to the Company. See "General Contingencies" in Note 7 for a discussion of the potential risks associated with securities borrowing transactions and how the Company mitigates those risks.

(2)

Included in the gross amounts of deposits received for securities loaned is $707 million and $1,164 million as of December 31, 2015 and September 30, 2015 , respectively, transacted through a risk-sharing program with the OCC, which guarantees the return of securities to the Company. See "General Contingencies" in Note 7 for a discussion of the potential risks associated with securities lending transactions and how the Company mitigates those risks.


(3)	Substantially all of the Company's securities lending transactions have a continuous contractual term and, upon notice by either party, may be terminated within three business days. The following table summarizes the Company's gross liability for securities lending transactions by the class of securities loaned (dollars in millions):



	December 31, 2015		September 30, 2015
Deposits received for securities loaned:
Equity securities	$	1,824	$	2,413
Exchange-traded funds	97		150
Closed-end funds	53		41
Other	33		49
Total	$	2,007	$	2,653


(4)	Amounts represent recognized assets and liabilities that are subject to enforceable master agreements with rights of setoff.

(5)

Represents the fair value of collateral the Company had received or pledged under enforceable master agreements, limited for table presentation purposes to the net amount of the recognized assets due from or liabilities due to each counterparty. At December 31, 2015 and September 30, 2015 , the Company had received total collateral with a fair value of $2,173 million and $2,350 million , respectively, and pledged total collateral with a fair value of $1,759 million and $2,437 million , respectively.


(6)	Represents the amount for which, in the case of net recognized assets, the Company had not received collateral, and in the case of net recognized liabilities, the Company had not pledged collateral.

10. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the net change in fair value recorded in other comprehensive income (loss) before and after income tax for the periods indicated (dollars in millions):



	Three Months Ended December 31,
	2015						2014
	Before Tax		Tax Effect		Net of Tax		Before Tax			Tax Effect		Net of Tax
Cash flow hedging instruments:
Net unrealized loss	$	—	$	—	$	—	$	(15	)	$	5	$	(10	)
Reclassification adjustment for portion of realized loss amortized to net income ⁽¹⁾	1		—		1		1			—		1
Other comprehensive income (loss)	$	1	$	—	$	1	$	(14	)	$	5	$	(9	)


(1)	The before tax reclassification amounts and the related tax effects are included in interest on borrowings and provision for income taxes, respectively, on the Condensed Consolidated Statements of Income.

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The following table presents after-tax changes in accumulated other comprehensive loss for the periods indicated (dollars in millions):



	Three Months Ended December 31,
	2015			2014
Cash flow hedging instruments:
Beginning balance	$	(25	)	$	(18	)
Other comprehensive loss before reclassification	—			(10		)
Amount reclassified from accumulated other comprehensive loss	1			1
Current period change	1			(9		)
Ending balance	$	(24	)	$	(27	)

11. EARNINGS PER SHARE

The difference between the numerator and denominator used in the computation of basic and diluted earnings per share consists of common stock equivalent shares related to stock-based compensation for all periods presented. There were no material antidilutive awards for the three months ended December 31, 2015 and 2014 .

12. ACCELERATED STOCK REPURCHASE

On December 1, 2015 , the Company entered into an accelerated stock repurchase ("ASR") agreement with an investment bank counterparty. The Company paid $45 million to the counterparty and received an initial delivery of approximately 1.0 million shares of its common stock, representing 80% of the potential shares to be repurchased based on the closing stock price of $36.92 on December 1, 2015 . Settlement of the transaction was to occur after the end of an averaging period, which would end no later than March 1, 2016 and was subject to early termination by the counterparty. The averaging period began on December 2, 2015 and ended on January 12, 2016 , at the election of the counterparty. The total number of shares the Company purchased from the counterparty was based on the average of the daily volume-weighted average share prices of the Company's common stock during the averaging period, less a pre-determined discount. The Company ultimately repurchased a total of approximately 1.3 million shares under the ASR agreement at a net weighted average price of $33.98 per share. The Company treated the ASR as a forward contract indexed to its own common stock. The forward contract met all of the applicable criteria for equity classification, including the Company's right to settle in shares. The initial 1.0 million shares received from the counterparty during the first quarter of fiscal 2016 were reflected as treasury stock as of the date the shares were delivered, which resulted in a reduction of the outstanding shares used to calculate the weighted average common shares outstanding for both basic and diluted earnings per share.

13 . RELATED PARTY TRANSACTIONS

Transactions with TD and Affiliates

As a result of the Company's acquisition of TD Waterhouse during fiscal 2006, TD became an affiliate of the Company. TD owned approximately 42% of the Company's common stock as of December 31, 2015 . Pursuant to the stockholders agreement between TD and the Company, TD has the right to designate five of twelve members of the Company's board of directors. The Company transacts business and has extensive relationships with TD and certain of its affiliates. Transactions with TD and its affiliates are discussed and summarized below.

Insured Deposit Account Agreement

The Company is party to an insured deposit account ("IDA") agreement with TD Bank USA, N.A. ("TD Bank USA"), TD Bank, N.A. and TD. Under the IDA agreement, TD Bank USA and TD Bank, N.A. (together, the "TD Depository Institutions") make available to clients of the Company FDIC-insured money market deposit accounts as either designated sweep vehicles or as non-sweep deposit accounts. The Company provides marketing, recordkeeping and support services for the TD Depository Institutions with respect to the money market deposit accounts. In exchange for providing these services, the TD Depository Institutions pay the Company an aggregate marketing fee based on the weighted average yield earned on the client IDA assets, less the actual interest paid to clients, a servicing fee to the TD Depository Institutions and the cost of FDIC insurance premiums.

The current IDA agreement became effective as of January 1, 2013 and has an initial term expiring July 1, 2018 . It is automatically renewable for successive five -year terms, provided that it may be terminated by either the Company or the TD Depository Institutions by providing written notice of non-renewal at least two years prior to the initial expiration date or the expiration date of any subsequent renewal period.

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The fee earned on the IDA agreement is calculated based on two primary components: (a) the yield on fixed-rate "notional" investments, based on prevailing fixed rates for identical balances and maturities in the interest rate swap market (generally LIBOR-based) at the time such investments were added to the IDA portfolio (including any adjustments required to adjust the variable rate leg of such swaps to a one -month reset frequency and the overall swap payment frequency to monthly) and (b) the yield on floating-rate investments. As of December 31, 2015 , the IDA portfolio was comprised of approximately 75% fixed-rate notional investments and 25% floating-rate investments.

The IDA agreement provides that the Company may designate amounts and maturity dates for the fixed-rate notional investments in the IDA portfolio, subject to certain limitations. For example, if the Company designates that $100 million of deposits be invested in 5 -year fixed-rate investments, and on the day such investment is confirmed by the TD Depository Institutions the prevailing fixed yield for the applicable 5 -year U.S. dollar LIBOR-based swaps is 1.45% , then the Company will earn a gross fixed yield of 1.45% on that portion of the portfolio (before any deductions for interest paid to clients, the servicing fee to the TD Depository Institutions and the cost of FDIC insurance premiums). In the event that (1) the federal funds effective rate is established at 0.75% or greater and (2) the rate on 5 -year U.S. dollar interest rate swaps is equal to or greater than 1.50% for 20 consecutive business days, then the rate earned by the Company on new fixed-rate notional investments will be reduced by 20% of the excess of the 5 -year U.S. dollar swap rate over 1.50% , up to a maximum of 0.10% .

The yield on floating-rate investments is calculated daily based on the greater of the following rates published by the Federal Reserve: (1) the interest rate paid by Federal Reserve Banks on balances held in excess of required reserve balances and contractual clearing balances under Regulation D and (2) the daily effective federal funds rate.

The interest rates paid to clients are set by the TD Depository Institutions and are not linked to any index. The servicing fee to the TD Depository Institutions under the IDA agreement is equal to 25 basis points on the aggregate average daily balance in the IDA accounts, subject to adjustment as it relates to deposits of less than or equal to $20 billion kept in floating-rate investments or in fixed-rate notional investments with a maturity of up to 24 months ("short-term fixed-rate investments"). For such floating-rate and short-term fixed-rate investments, the servicing fee is equal to the difference of the interest rate earned on the investments less the FDIC premiums paid (in basis points), divided by two. The servicing fee has a floor of 3 basis points (subject to adjustment from time to time to reflect material changes to the TD Depository Institutions' leverage costs) and a maximum of 25 basis points.

In the event the marketing fee computation results in a negative amount, the Company must pay the TD Depository Institutions the negative amount. This effectively results in the Company guaranteeing the TD Depository Institutions revenue equal to the servicing fee on the IDA agreement, plus the reimbursement of FDIC insurance premiums. The marketing fee computation under the IDA agreement is affected by many variables, including the type, duration, principal balance and yield of the fixed-rate and floating-rate investments, the prevailing interest rate environment, the amount of client deposits and the yield paid on client deposits. Because a negative marketing fee computation would arise only if there were extraordinary movements in many of these variables, the maximum potential amount of future payments the Company could be required to make under this arrangement cannot be reasonably estimated. Management believes the potential for the marketing fee calculation to result in a negative amount is remote. Accordingly, no contingent liability is carried on the Condensed Consolidated Balance Sheets for the IDA agreement.

In addition, the Company has various other services agreements and transactions with TD and its affiliates. The following tables summarize revenues and expenses resulting from transactions with TD and its affiliates for the periods indicated (dollars in millions):



		Revenues from TD and Affiliates
	Statement of Income Classification	Three months ended December 31,
Description	Statement of Income Classification	2015		2014
Insured Deposit Account Agreement	Insured deposit account fees	$	227	$	207
Referral and Strategic Alliance Agreement	Various	3		3
Other	Various	2		2
Total revenues		$	232	$	212



		Expenses to TD and Affiliates
	Statement of Income Classification	Three months ended December 31,
Description	Statement of Income Classification	2015		2014
Canadian Call Center Services Agreement	Professional services	$	4	$	4
Other	Various	1		—
Total expenses		$	5	$	4

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The following table summarizes the classification and amount of receivables from and payables to TD and its affiliates on the Condensed Consolidated Balance Sheets resulting from related party transactions (dollars in millions):



	December 31, 2015		September 30, 2015
Assets:
Receivable from affiliates	$	127	$	93

Liabilities:
Payable to brokers, dealers and clearing organizations	$	82	$	70
Payable to affiliates	6		6

Payables to brokers, dealers and clearing organizations primarily relate to securities lending activity and are settled in accordance with customary contractual terms. Receivables from and payables to TD affiliates resulting from client cash sweep activity are generally settled in cash the next business day. Other receivables from and payables to affiliates of TD are generally settled in cash on a monthly basis.

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14. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The 2019 Senior Notes are jointly and severally and fully and unconditionally guaranteed by TD Ameritrade Online Holdings Corp. ("TDAOH"), a wholly-owned subsidiary of the Company. Presented below is condensed consolidating financial information for the Company, its guarantor subsidiary and its non-guarantor subsidiaries for the periods indicated. Because all other comprehensive income (loss) activity occurred on the parent company for all periods presented, condensed consolidating statements of comprehensive income are not presented.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31 , 2015

(Unaudited)



	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Total
	(In millions)
ASSETS
Cash and cash equivalents	$	689	$	2	$	1,044	$	—		$	1,735
Short-term investments available-for-sale	200		3		1		—			204
Cash and investments segregated and on deposit for regulatory purposes	—		—		6,040		—			6,040
Receivable from brokers, dealers and clearing organizations	—		—		1,022		—			1,022
Receivable from clients, net	—		—		12,409		—			12,409
Investments in subsidiaries	5,804		5,689		—		(11,493		)	—
Receivable from affiliates	37		1		130		(41		)	127
Goodwill	—		—		2,467		—			2,467
Acquired intangible assets, net	—		146		493		—			639
Other, net	130		16		1,045		(68		)	1,123
Total assets	$	6,860	$	5,857	$	24,651	$	(11,602	)	$	25,766
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to brokers, dealers and clearing organizations	$	—	$	—	$	2,049	$	—		$	2,049
Payable to clients	—		—		16,105		—			16,105
Accounts payable and other liabilities	98		—		467		(16		)	549
Payable to affiliates	5		—		42		(41		)	6
Long-term debt	1,783		—		—		—			1,783
Deferred income taxes	—		53		299		(52		)	300
Total liabilities	1,886		53		18,962		(109		)	20,792
Stockholders' equity	4,974		5,804		5,689		(11,493		)	4,974
Total liabilities and stockholders' equity	$	6,860	$	5,857	$	24,651	$	(11,602	)	$	25,766

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CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2015

(Unaudited)



	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Total
	(In millions)
ASSETS
Cash and cash equivalents	$	920	$	2	$	1,056	$	—		$	1,978
Short-term investments available-for-sale	—		3		1		—			4
Cash and investments segregated and on deposit for regulatory purposes	—		—		6,305		—			6,305
Receivable from brokers, dealers and clearing organizations	—		—		862		—			862
Receivable from clients, net	—		—		12,770		—			12,770
Investments in subsidiaries	5,762		5,648		—		(11,410		)	—
Receivable from affiliates	6		1		92		(6		)	93
Goodwill	—		—		2,467		—			2,467
Acquired intangible assets, net	—		146		515		—			661
Other, net	145		15		1,137		(62		)	1,235
Total assets	$	6,833	$	5,815	$	25,205	$	(11,478	)	$	26,375
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to brokers, dealers and clearing organizations	$	—	$	—	$	2,707	$	—		$	2,707
Payable to clients	—		—		16,035		—			16,035
Accounts payable and other liabilities	130		—		523		(16		)	637
Payable to affiliates	—		—		12		(6		)	6
Long-term debt	1,800		—		—		—			1,800
Deferred income taxes	—		53		280		(46		)	287
Total liabilities	1,930		53		19,557		(68		)	21,472
Stockholders' equity	4,903		5,762		5,648		(11,410		)	4,903
Total liabilities and stockholders' equity	$	6,833	$	5,815	$	25,205	$	(11,478	)	$	26,375

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CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED DECEMBER 31 , 2015

(Unaudited)



	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Total
	(In millions)
Net revenues	$	4		$	—	$	813	$	(5	)	$	812
Operating expenses	4			—		470		(5		)	469
Operating income	—			—		343		—			343
Other expense	12			—		—		—			12
Income (loss) before income taxes and equity in income of subsidiaries	(12		)	—		343		—			331
Provision for (benefit from) income taxes	(7		)	—		126		—			119
Income (loss) before equity in income of subsidiaries	(5		)	—		217		—			212
Equity in income of subsidiaries	217			217		—		(434		)	—
Net income	$	212		$	217	$	217	$	(434	)	$	212

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED DECEMBER 31 , 2014

(Unaudited)



	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Total
	(In millions)
Net revenues	$	5		$	—	$	819	$	(5	)	$	819
Operating expenses	4			—		476		(5		)	475
Operating income	1			—		343		—			344
Other expense	10			—		—		—			10
Income (loss) before income taxes and equity in income of subsidiaries	(9		)	—		343		—			334
Provision for (benefit from) income taxes	(5		)	—		128		—			123
Income (loss) before equity in income of subsidiaries	(4		)	—		215		—			211
Equity in income of subsidiaries	215			215		—		(430		)	—
Net income	$	211		$	215	$	215	$	(430	)	$	211

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED DECEMBER 31 , 2015

(Unaudited)



	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Total
	(In millions)
Net cash provided by (used in) operating activities	$	(55	)	$	—	$	206		$	151
Cash flows from investing activities:
Purchase of property and equipment	—			—		(43		)	(43		)
Purchase of short-term investments	(201		)	—		—			(201		)
Net cash used in investing activities	(201		)	—		(43		)	(244		)
Cash flows from financing activities:
Payment of cash dividends	(91		)	—		—			(91		)
Purchase of treasury stock	(38		)	—		—			(38		)
Purchase of treasury stock for income tax withholding on stock-based compensation	(27		)	—		—			(27		)
Other, net	6			—		—			6
Net cash used in financing activities	(150		)	—		—			(150		)
Intercompany investing and financing activities, net	175			—		(175		)	—
Net decrease in cash and cash equivalents	(231		)	—		(12		)	(243		)
Cash and cash equivalents at beginning of period	920			2		1,056			1,978
Cash and cash equivalents at end of period	$	689		$	2	$	1,044		$	1,735

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED DECEMBER 31 , 2014

(Unaudited)



	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Total
	(In millions)
Net cash provided by (used in) operating activities	$	(7	)	$	1		$	678		$	672
Cash flows from investing activities:
Purchase of property and equipment	—			—			(21		)	(21		)
Proceeds from sale of investments	1			—			—			1
Other	—			—			3			3
Net cash provided by (used in) investing activities	1			—			(18		)	(17		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	500			—			—			500
Payment of debt issuance costs	(5		)	—			—			(5		)
Principal payments on long-term debt	(500		)	—			—			(500		)
Principal payments on notes payable	(37		)	—			—			(37		)
Payment of cash dividends	(82		)	—			—			(82		)
Purchase of treasury stock	(118		)	—			—			(118		)
Purchase of treasury stock for income tax withholding on stock-based compensation	(18		)	—			—			(18		)
Other	22			—			—			22
Net cash used in financing activities	(238		)	—			—			(238		)
Intercompany investing and financing activities, net	300			(1		)	(299		)	—
Net increase in cash and cash equivalents	56			—			361			417
Cash and cash equivalents at beginning of period	117			2			1,341			1,460
Cash and cash equivalents at end of period	$	173		$	2		$	1,702		$	1,877

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Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the Selected Financial Data and the Consolidated Financial Statements and Notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended September 30, 2015 , and the Condensed Consolidated Financial Statements and Notes thereto contained in this quarterly report on Form 10-Q.

This discussion contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words "may," "could," "would," "should," "believe," "expect," "anticipate," "plan," "estimate," "target," "project," "intend" and similar words or expressions. In particular, forward-looking statements contained in this discussion include our expectations regarding: the effect of client trading activity on our results of operations; the effect of changes in interest rates on our net interest spread; the effect of the federal funds rate increase on our asset-based revenues and pre-tax income; our effective income tax rate; our capital and liquidity needs and our plans to finance such needs; and our clearinghouse deposit requirements.

The Company's actual results could differ materially from those anticipated in such forward-looking statements. Important factors that may cause such differences 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 risk; new laws and regulations affecting our business; regulatory and legal matters and uncertainties and the other risks and uncertainties set forth under Item 1A. – Risk Factors of the Company's annual report on Form 10-K for the fiscal year ended September 30, 2015 and in Item 1A of Part II of this quarterly report on Form 10-Q. The forward-looking statements contained in this report speak only as of the date on which the statements were made. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

The preparation of our financial statements requires us to make judgments and estimates that may have a significant impact upon our financial results. Note 1 of our Notes to Consolidated Financial Statements for the fiscal year ended September 30, 2015 , contains a summary of our significant accounting policies, many of which require the use of estimates and assumptions. We believe that the following areas are particularly subject to management's judgments and estimates and could materially affect our results of operations and financial position: valuation of goodwill and acquired intangible assets; estimates of effective income tax rates, uncertain tax positions, deferred income taxes and related valuation allowances; accruals for contingent liabilities; and valuation of guarantees. These areas are discussed in further detail under the heading "Critical Accounting Policies and Estimates" in Item 7 of our annual report on Form 10-K for the fiscal year ended September 30, 2015 .

Unless otherwise indicated, the terms "we," "us," "our" or "Company," or "TD Ameritrade" in this report refer to TD Ameritrade Holding Corporation and its wholly-owned subsidiaries. The term "GAAP" refers to U.S. generally accepted accounting principles.

GLOSSARY OF TERMS

In discussing and analyzing our business, we utilize several metrics and other terms that are defined in the following Glossary of Terms. Italics indicate other defined terms that appear elsewhere in the Glossary. The term "GAAP" refers to U.S. generally accepted accounting principles.

Activity rate — funded accounts — Average client trades per day during the period divided by the average number of funded accounts during the period.

Asset-based revenues — Revenues consisting of (1) insured deposit account fees, (2) net interest revenue and (3) investment product fees . The primary factors driving our asset-based revenues are average balances and average rates. Average balances consist primarily of average client insured deposit account balances, average client margin balances , average segregated cash balances, average client credit balances , average fee-based investment balances and average securities borrowing and securities lending balances. Average rates consist of the average interest rates and fees earned and paid on such balances.

Average client trades per funded account (annualized) — Total trades divided by the average number of funded accounts during the period, annualized based on the number of trading days in the fiscal year.

Average client trades per day — Total trades divided by the number of trading days in the period. This metric is also known as daily average revenue trades ( " DARTs " ).

Average commissions and transaction fees per trade — Total commissions and transaction fee revenues as reported on the Company's Consolidated Statements of Income divided by total trades for the period. Commissions and transaction fee revenues primarily consist of trading commissions, order routing revenue and markups on riskless principal transactions in fixed-income securities.

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Basis point — When referring to interest rates, one basis point represents one one-hundredth of one percent.

Beneficiary accounts — Brokerage accounts managed by a custodian, guardian, conservator or trustee on behalf of one or more beneficiaries. Examples include accounts maintained under the Uniform Gift to Minors Act (UGMA) or Uniform Transfer to Minors Act (UTMA), guardianship, conservatorship and trust arrangements and pension or profit plan for small business accounts.

Brokerage accounts — Accounts maintained by the Company on behalf of clients for securities brokerage activities. The primary types of brokerage accounts are cash accounts, margin accounts, IRA accounts and beneficiary accounts. Futures accounts are sub-accounts associated with a brokerage account for clients who wish to trade futures and/or options on futures.

Cash accounts — Brokerage accounts that do not have margin account approval.

Client assets — The total value of cash and securities in brokerage accounts.

Client cash and money market assets — The sum of all client cash balances, including client credit balances and client cash balances swept into insured deposit accounts or money market mutual funds.

Client credit balances — Client cash held in brokerage accounts, excluding balances generated by client short sales on which no interest is paid. Interest paid on client credit balances is a reduction of net interest revenue. Client credit balances are included in "payable to clients" on our Consolidated Balance Sheets.

Client margin balances — The total amount of cash loaned to clients in margin accounts. Such loans are secured by client assets. Interest earned on client margin balances is a component of net interest revenue. Client margin balances are included in "receivable from clients, net" on our Consolidated Balance Sheets.

Consolidated duration — The weighted average remaining years until maturity of our spread-based assets . For purposes of this calculation, floating rate balances are treated as having a one-month duration. Consolidated duration is used in analyzing our aggregate interest rate sensitivity.

Daily average revenue trades ( " DARTs " ) — Total trades divided by the number of trading days in the period. This metric is also known as average client trades per day.

EBITDA — EBITDA (earnings before interest, taxes, depreciation and amortization) is a non-GAAP financial measure. We consider EBITDA to be 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 holding company's 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.

EPS excluding amortization of intangible assets — Earnings per share ("EPS") excluding amortization of intangible assets is a non-GAAP financial measure. We define EPS excluding amortization of intangible assets as earnings (loss) per share, adjusted to remove the after-tax effect of amortization of acquired intangible assets. We consider EPS excluding amortization of intangible assets an important measure of our financial performance. Amortization of acquired intangible assets is excluded because we believe it is not indicative of underlying business performance. EPS excluding amortization of intangible assets should be considered in addition to, rather than as a substitute for, GAAP earnings per share.

EPS from ongoing operations — EPS from ongoing operations is a non-GAAP financial measure. We define EPS from ongoing operations as earnings (loss) per share, adjusted to remove any significant unusual gains or charges. We consider EPS from ongoing operations an important measure of the financial performance of our ongoing business. Unusual gains and charges are excluded because we believe they are not likely to be indicative of the ongoing operations of our business. EPS from ongoing operations should be considered in addition to, rather than as a substitute for, GAAP earnings per share.

Fee-based investment balances — 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. Fee revenues earned on these balances are included in investment product fees on our Consolidated Statements of Income.

Funded accounts — All open client accounts with a total liquidation value greater than zero.

Futures accounts — Sub-accounts maintained by the Company on behalf of clients for trading in futures and/or options on futures. Each futures account must be associated with a brokerage account . Futures accounts are not counted separately for purposes of the Company's client account metrics.

Insured deposit account — The Company is party to an Insured Deposit Account ("IDA") agreement with TD Bank USA, N.A. ("TD Bank USA"), TD Bank, N.A. and The Toronto-Dominion Bank ("TD"). Under the IDA agreement, TD Bank USA and TD Bank, N.A. (together, the "TD Depository Institutions") make available to clients of the Company FDIC-insured money market deposit accounts as either designated sweep vehicles or as non-sweep deposit accounts. The Company provides marketing,

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recordkeeping and support services for the TD Depository Institutions with respect to the money market deposit accounts. In exchange for providing these services, the TD Depository Institutions pay the Company an aggregate marketing fee based on the weighted average yield earned on the client IDA assets, less the actual interest paid to clients, a servicing fee to the TD Depository Institutions and the cost of FDIC insurance premiums.

Interest-earning assets — Consist of client margin balances, segregated cash , deposits paid on securities borrowing and other cash and interest-earning investment balances.

Interest rate-sensitive assets — Consist of spread-based assets and client cash invested in money market mutual funds.

Investment product fees — Revenues earned on fee-based investment balances . Investment product fees include fees earned on money market mutual funds, other mutual funds and through Company programs such as AdvisorDirect ® and Amerivest ® .

IRA accounts (Individual Retirement Arrangements) — A personal trust account for the exclusive benefit of a U.S. individual (or his or her beneficiaries) that provides tax advantages in accumulating funds to save for retirement or other qualified purposes. These accounts are subject to numerous restrictions on additions to and withdrawals from the account, as well as prohibitions against certain investments or transactions conducted within the account. The Company offers traditional, Roth, Savings Incentive Match Plan for Employees (SIMPLE) and Simplified Employee Pension (SEP) IRA accounts.

Liquid assets available for corporate investing and financing activities — Liquid assets available for corporate investing and financing activities is a non-GAAP financial measure. We consider liquid assets available for corporate investing and financing activities to be an important measure of our liquidity. We define liquid assets available for corporate investing and financing activities as the sum of (a) corporate cash and cash equivalents and short-term investments, excluding an amount that is being maintained to provide liquidity for operational contingencies, including lending to our broker-dealer and futures commission merchant ("FCM") subsidiaries under intercompany credit agreements and (b) regulatory net capital of (i) our clearing broker-dealer subsidiary in excess of 10% of aggregate debit items and (ii) our introducing broker-dealer subsidiaries in excess of a minimum operational target established by management ($50 million in the case of our primary introducing broker-dealer, TD Ameritrade, Inc.). We include the excess capital of our broker-dealer subsidiaries in the calculation of liquid assets available for corporate investing and financing activities, rather than simply including broker-dealer cash and cash equivalents, because capital requirements may limit the amount of cash available for dividend from the broker-dealer subsidiaries to the parent company. Excess capital, as defined under clause (b) above, is generally available for dividend from the broker-dealer subsidiaries to the parent company. Liquid assets available for corporate investing and financing activities is based on more conservative measures of broker-dealer net capital than regulatory requirements because we generally manage to higher levels of net capital at the broker-dealer subsidiaries than the regulatory thresholds require. Liquid assets available for corporate investing and financing activities should be considered as a supplemental measure of liquidity, rather than as a substitute for cash and cash equivalents.

Liquidation value — The net value of a client's account holdings as of the close of a regular trading session. Liquidation value includes client cash and the value of long security positions, less margin balances and the cost to buy back short security positions. It also includes the value of open futures, foreign exchange and options positions.

Margin accounts — Brokerage accounts in which clients may borrow from the Company to buy securities or for any other purpose, subject to regulatory and Company-imposed limitations.

Market fee-based investment balances — Client assets invested in mutual funds (except money market funds) and Company programs such as AdvisorDirect ® and Amerivest, ® on which we earn fee revenues that are largely based on a percentage of the market value of the investment. Market fee-based investment balances are a component of fee-based investment balances . Fee revenues earned on these balances are included in investment product fees on our Consolidated Statements of Income.

Net income excluding amortization of intangible assets — Net income excluding amortization of intangible assets is a non-GAAP financial measure. We define net income excluding amortization of intangible assets as net income (loss), 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 we believe it is not 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 interest margin ( " NIM " ) — A measure of the net yield on our average spread-based assets . Net interest margin is calculated for a given period by dividing the annualized sum of insured deposit account fees and net interest revenue by average spread-based assets .

Net interest revenue — Net interest revenue is interest revenues less brokerage interest expense. Interest revenues are generated by charges to clients on margin balances maintained in margin accounts, the investment of cash from operations and segregated cash and interest earned on securities borrowing/securities lending . Brokerage interest expense consists of amounts paid or payable to clients based on credit balances maintained in brokerage accounts and interest incurred on securities borrowing/securities lending . Brokerage interest expense does not include interest on Company non-brokerage borrowings.

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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.

Net new asset growth rate (annualized) — Annualized net new assets as a percentage of client assets as of the beginning of the period.

Operating expenses excluding advertising — Operating expenses excluding advertising is a non-GAAP financial measure. Operating expenses excluding advertising consists of total operating expenses, adjusted to remove advertising expense. We consider operating expenses excluding advertising an important measure of the financial performance of our ongoing business. Advertising spending is excluded because it is largely at the discretion of the Company, can vary significantly from period to period based on market conditions and generally relates to the acquisition of future revenues through new accounts rather than current revenues from existing accounts. Operating expenses excluding advertising should be considered in addition to, rather than as a substitute for, total operating expenses.

Order routing revenue — Revenues generated from revenue-sharing arrangements with market destinations (also referred to as "payment for order flow"). Order routing revenue is a component of transaction-based revenues.

Securities borrowing — We borrow securities temporarily from other broker-dealers in connection with our broker-dealer business. We deposit cash as collateral for the securities borrowed, and generally earn interest revenue on the cash deposited with the counterparty. We also incur interest expense for borrowing certain securities.

Securities lending — We loan securities temporarily to other broker-dealers in connection with our broker-dealer business. We receive cash as collateral for the securities loaned, and generally incur interest expense on the cash deposited with us. We also earn revenue for lending certain securities.

Segregated cash — Client cash and investments segregated in compliance with Rule 15c3-3 of the Securities Exchange Act of 1934 (the Customer Protection Rule) and other regulations. Interest earned on segregated cash is a component of net interest revenue.

Spread-based assets — Client and brokerage-related asset balances, consisting of insured deposit account balances and interest-earning assets . Spread-based assets is used in the calculation of our net interest margin and our consolidated duration .

Total trades — Revenue-generating client securities trades, which are executed by the Company's broker-dealer and FCM subsidiaries. Total trades are a significant source of the Company's revenues. Such trades include, but are not limited to, trades in equities, options, futures, foreign exchange, mutual funds and debt instruments. Trades generate revenue from commissions, markups on riskless principal transactions in fixed income securities, transaction fees and/or order routing revenue .

Trading days — Days in which the U.S. equity markets are open for a full trading session. Reduced exchange trading sessions are treated as half trading days.

Transaction-based revenues — Revenues generated from client trade execution, consisting primarily of commissions, markups on riskless principal transactions in fixed income securities, transaction clearing fees and order routing revenue .

RESULTS OF OPERATIONS

Conditions in the U.S. equity markets significantly impact the volume of our clients' trading activity. There is a direct correlation between the volume of our clients' trading activity and our results of operations. We cannot predict future trading volumes in the U.S. equity markets. If client trading activity increases, we expect that it would have a positive impact on our results of operations. If client trading activity declines, we expect that it would have a negative impact on our results of operations.

Changes in average balances, especially client insured deposit account, margin, credit and mutual fund balances, may significantly impact our results of operations. Changes in interest rates also significantly impact our results of operations. We seek to mitigate interest rate risk by aligning the average duration of our interest-earning assets with that of our interest-bearing liabilities. We cannot predict the direction of interest rates or the levels of client balances. If interest rates rise, we generally expect to earn a larger net interest spread. Conversely, a falling interest rate environment generally would result in our earning a smaller net interest spread.

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Financial Performance Metrics

Pre-tax income, net income, earnings per share and EBITDA are key metrics we use in evaluating our financial performance. EBITDA is a non-GAAP financial measure.

We consider EBITDA to be 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 holding company's 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.

The following table sets forth EBITDA in dollars and as a percentage of net revenues for the periods indicated, and provides reconciliations to net income, which is the most directly comparable GAAP measure (dollars in millions):



	Three months ended December 31,
	2015					2014
	$			% of Net Revenues		$			% of Net Revenues
EBITDA	$	387		47.7	%	$	389		47.5	%
Less:
Depreciation and amortization	(22		)	(2.7	)%	(23		)	(2.8	)%
Amortization of acquired intangible assets	(22		)	(2.7	)%	(23		)	(2.8	)%
Interest on borrowings	(12		)	(1.5	)%	(9		)	(1.1	)%
Provision for income taxes	(119		)	(14.7	)%	(123		)	(15.0	)%
Net income	$	212		26.1	%	$	211		25.8	%

Our EBITDA was relatively unchanged for the first quarter of fiscal 2016 compared to the first quarter of fiscal 2015 , as a slight decrease in net revenues was mostly offset by a slight decrease in operating expenses excluding depreciation and amortization during the first quarter of fiscal 2016 . Detailed analysis of net revenues and operating expenses is presented later in this discussion.

Operating Metrics

Our largest sources of revenues are asset-based revenues and transaction-based revenues. For the first quarter of fiscal 2016 , asset-based revenues and transaction-based revenues accounted for 58% and 40% of our net revenues, respectively. Asset-based revenues consist of (1) insured deposit account fees, (2) net interest revenue and (3) investment product fees. The primary factors driving our asset-based revenues are average balances and average rates. Average balances consist primarily of average client insured deposit account balances, average client margin balances, average segregated cash balances, average client credit balances, average fee-based investment balances and average securities borrowing and lending balances. Average rates consist of the average interest rates and fees earned and paid on such balances. The primary factors driving our transaction-based revenues are total client trades and average commissions and transaction fees per trade. We also consider client account and client asset metrics, although we believe they are generally of less significance to our results of operations for any particular period than our metrics for asset-based and transaction-based revenues.

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Asset-Based Revenue Metrics

We calculate the return on our insured deposit account balances and our interest-earning assets using a measure we refer to as net interest margin. Net interest margin is calculated for a given period by dividing the annualized sum of insured deposit account fees and net interest revenue by average spread-based assets. Spread-based assets consist of client and brokerage-related asset balances, including insured deposit account balances, client margin balances, segregated cash, deposits paid on securities borrowing and other cash and interest-earning investment balances. The following table sets forth net interest margin and average spread-based assets (dollars in millions):



	Three months ended December 31,						Increase/ (Decrease)
	2015			2014			Increase/ (Decrease)
Average insured deposit account balances	$	80,345		$	74,966		$	5,379
Average interest-earning assets	22,187			19,491			2,696
Average spread-based balances	$	102,532		$	94,457		$	8,075

Insured deposit account fee revenue	$	227		$	207		$	20
Net interest revenue	154			161			(7		)
Spread-based revenue	$	381		$	368		$	13

Avg. annualized yield—insured deposit account fees	1.10		%	1.08		%	0.02		%
Avg. annualized yield—interest-earning assets	2.71		%	3.23		%	(0.52		)%
Net interest margin (NIM)	1.45		%	1.53		%	(0.08		)%

The following tables set forth key metrics that we use in analyzing net interest revenue, which is a component of net interest margin (dollars in millions):



	Interest Revenue (Expense)				Increase/ (Decrease)
	Three months ended December 31,
	2015		2014
Segregated cash	$	1	$	2	$	(1	)
Client margin balances	111		108		3
Securities lending/borrowing, net	41		51		(10		)
Other cash and interest-earning investments	1		—		1
Client credit balances	—		—		—
Net interest revenue	$	154	$	161	$	(7	)



	Average Balance				% Change
	Three months ended December 31,
	2015		2014
Segregated cash	$	6,171	$	5,277	17	%
Client margin balances	12,262		11,458		7	%
Securities borrowing	784		913		(14	)%
Other cash and interest-earning investments	2,970		1,843		61	%
Interest-earning assets	$	22,187	$	19,491	14	%

Client credit balances	$	14,043	$	12,244	15	%
Securities lending	2,373		2,253		5	%
Interest-bearing liabilities	$	16,416	$	14,497	13	%

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	Avg. Annualized Yield (Cost)				Net Yield Increase/ (Decrease)
	Three months ended December 31,
	2015		2014
Segregated cash	0.09	%	0.13	%	(0.04	)%
Client margin balances	3.54	%	3.69	%	(0.15	)%
Other cash and interest-earning investments	0.05	%	0.05	%	0.00	%
Client credit balances	(0.01	)%	(0.01	)%	0.00	%
Net interest revenue	2.71	%	3.23	%	(0.52	)%

The following tables set forth key metrics that we use in analyzing investment product fee revenues (dollars in millions):



	Fee Revenue				Increase/ (Decrease)
	Three months ended December 31,
	2015		2014
Money market mutual fund	$	1	$	—	$	1
Market fee-based investment balances	91		83		8
Total investment product fees	$	92	$	83	$	9



	Average Balance				% Change
	Three months ended December 31,
	2015		2014
Money market mutual fund	$	5,753	$	5,585	3	%
Market fee-based investment balances	152,882		145,139		5	%
Total fee-based investment balances	$	158,635	$	150,724	5	%



	Average Annualized Yield				Increase/ (Decrease)
	Three months ended December 31,
	2015		2014
Money market mutual fund	0.06	%	0.00	%	0.06	%
Market fee-based investment balances	0.23	%	0.22	%	0.01	%
Total investment product fees	0.23	%	0.22	%	0.01	%

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Transaction-Based Revenue Metrics

The following table sets forth several key metrics regarding client trading activity, which we utilize in measuring and evaluating performance and the results of our operations:



	Three months ended December 31,						% Change
	2015			2014			% Change
Total trades (in millions)	27.60			28.81			(4	)%
Average client trades per day	438,108			457,243			(4	)%
Average client trades per funded account (annualized)	16.6			18.1			(8	)%
Activity rate—funded accounts	6.6		%	7.2		%	(8	)%
Trading days	63.0			63.0			0	%
Average commissions and transaction fees per trade	$	11.90		$	12.45		(4	)%
Order routing revenue (in millions)	$	70		$	77		(9	)%
Average order routing revenue per trade ⁽¹⁾	$	2.54		$	2.69		(6	)%


(1)	Average order routing revenue per trade is included in average commissions and transaction fees per trade.

Client Account and Client Asset Metrics

The following table sets forth certain metrics regarding client accounts and client assets, which we use to analyze growth and trends in our client base:



	Three months ended December 31,						% Change
	2015			2014			% Change
Funded accounts (beginning of period)	6,621,000			6,301,000			5	%
Funded accounts (end of period)	6,686,000			6,371,000			5	%
Percentage change during period	1		%	1		%

Client assets (beginning of period, in billions)	$	667.4		$	653.1		2	%
Client assets (end of period, in billions)	$	695.3		$	672.4		3	%
Percentage change during period	4		%	3		%

Net new assets (in billions)	$	17.5		$	18.8		(7	)%
Net new assets annualized growth rate	10		%	11		%

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Condensed Consolidated Statements of Income Data

The following table summarizes certain data from our Condensed Consolidated Statements of Income for analysis purposes (dollars in millions):



	Three months ended December 31,						% Change
	2015			2014			% Change
Revenues:
Transaction-based revenues:
Commissions and transaction fees	$	328		$	359		(9	)%
Asset-based revenues:
Insured deposit account fees	227			207			10	%
Net interest revenue	154			161			(4	)%
Investment product fees	92			83			11	%
Total asset-based revenues	473			451			5	%
Other revenues	11			9			22	%
Net revenues	812			819			(1	)%
Operating expenses:
Employee compensation and benefits	201			199			1	%
Clearing and execution costs	30			35			(14	)%
Communications	32			31			3	%
Occupancy and equipment costs	43			41			5	%
Depreciation and amortization	22			23			(4	)%
Amortization of acquired intangible assets	22			23			(4	)%
Professional services	37			37			0	%
Advertising	62			64			(3	)%
Other	20			22			(9	)%
Total operating expenses	469			475			(1	)%
Operating income	343			344			0	%
Other expense:
Interest on borrowings	12			9			33	%
Other	—			1			(100	)%
Total other expense	12			10			20	%
Pre-tax income	331			334			(1	)%
Provision for income taxes	119			123			(3	)%
Net income	$	212		$	211		0	%
Other information:
Effective income tax rate	36.0		%	36.8		%
Average debt outstanding	$	1,748		$	1,416		23	%
Effective interest rate incurred on borrowings	2.85		%	2.57		%

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Three-Month Periods Ended December 31, 2015 and 2014

Net Revenues

Commissions and transaction fees decreased 9% to $328 million , primarily due to decreased client trading activity and lower average commissions and transaction fees per trade. Average client trades per day decreased 4% to 438,108 for the first quarter of fiscal 2016 compared to 457,243 for the first quarter of the prior year. Average client trades per funded account (annualized) were 16.6 for the first quarter of fiscal 2016 compared to 18.1 for the first quarter of the prior year. Average commissions and transaction fees per trade decreased to $11.90 for the first quarter of fiscal 2016 from $12.45 for the first quarter of the prior year, primarily due to lower average contracts per trade on option and future trades, a 6% decrease in average order routing revenue per trade and a higher percentage of reduced commission trades, including negotiated rates for our active trader clients.

Asset-based revenues, which consists of insured deposit account fees, net interest revenue and investment product fees, increased 5% to $ 473 million for the first quarter of fiscal 2016 , primarily due to a 9% increase in average spread-based assets and a 5% increase in average market fee-based investment balances, partially offset by decreased net interest revenue from our securities borrowing/lending program. Our net interest margin was 1.45% for the first quarter of fiscal 2016 , compared to 1.53% for the first quarter of the prior year, primarily due to decreased net interest revenue from our securities borrowing/lending program and lower average yields earned on client margin balances, partially offset by an increase of 2 basis points in the average yield earned on IDA balances. On December 16, 2015, the Federal Open Market Committee increased the target range for the federal funds rate by 0.25% to between 0.25% and 0.50%. We expect the slightly higher federal funds rate to increase our asset-based revenues by $50 million to $80 million for the remainder of fiscal 2016. However, our asset-based revenues are also affected by the overall level of interest rates, including medium- to longer-term interest rates, in addition to short-term interest rates such as the federal funds rate. The following paragraphs provide further analysis of the components of asset-based revenues.

Insured deposit account fees increased 10% to $ 227 million , primarily due to a 7% increase in average client IDA balances and an increase of 2 basis points in the average yield earned on the IDA assets. The increased IDA balances are mostly due to our success in attracting net new client assets. For more information about the IDA agreement, please see Note 13 – RELATED PARTY TRANSACTIONS under Item 1, Financial Statements – Notes to Condensed Consolidated Financial Statements.

Net interest revenue decreased 4% to $ 154 million , primarily due to a $10 million decrease in net interest revenue from our securities borrowing/lending program and a decrease of 15 basis points in the average yield earned on client margin balances, partially offset by a 7% increase in average client margin balances. Most of the growth in average client margin balances has come from clients with larger margin balances and lower negotiated interest rates.

Investment product fees increased 11% to $ 92 million , primarily due to a 5% increase in average market fee-based investment balances and an increase of 1 basis point in the average yield earned on those balances.

Operating Expenses

Total operating expenses decreased slightly during the first quarter of fiscal 2016 compared to the first quarter of fiscal 2015. Detailed analysis of certain individual components of operating expenses is provided below.

Clearing and execution costs decreased 14% to $30 million, primarily due to a $5 million benefit from a retroactive fee decrease by the Options Clearing Corporation during the first quarter of fiscal 2016 .

Occupancy and equipment costs increased 5% to $43 million, primarily due to increased software maintenance expense.

Advertising expense decreased 3% to $ 62 million . We generally adjust our level of advertising spending in relation to stock market activity and other market conditions in an effort to maximize the number of new accounts while minimizing the advertising cost per new account. We find trading volumes in the stock market to be an effective indicator of self-directed investor engagement. When self-directed investors are actively engaged in the stock market, we tend to experience more success with our advertising, resulting in a lower cost per new account. We also find that self-directed investors tend to demonstrate more interest in financial products and services during certain times of the year, such as in the months immediately preceding the annual April tax filing deadline, and less interest during certain other times, such as the summer months. In addition, in periods when advertising market demand is weak, we may adjust our spending to take advantage of attractive advertising rates.

Other operating expenses decreased 9% to $ 20 million , primarily due to decreased bad debt, travel and regulatory expenses. These decreases were partially offset by the impact of a $3 million recovery of money market funds from the final distribution of The Reserve Primary Fund during the first quarter of the prior year.

Other Expense and Income Taxes

Interest on borrowings increased 33% to $ 12 million , primarily due to a 23% increase in average debt outstanding and an increase of 28 basis points in the average effective interest rate incurred on our debt. The increase in average debt outstanding was primarily

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due to our issuance, on March 4, 2015, of $750 million of 2.950% Senior Notes due April 1, 2022 for general corporate purposes, including liquidity for operational contingencies.

Our effective income tax rate was 36.0% for the first quarter of fiscal 2016 , compared to 36.8% for the first quarter of the prior year. The effective income tax rate for the first quarter of 2016 was lower than normal primarily due to $7 million of net favorable resolutions of state income tax matters and $2 million of net favorable adjustments to uncertain tax positions and related deferred income tax assets. These items had a net favorable impact on our earnings for the first quarter of fiscal 2016 of approximately two cents per share. The effective income tax rate for the first quarter of the prior year was lower than normal primarily due to $6 million of favorable resolutions of state income tax matters. This favorably impacted our earnings for the first quarter of the prior year by approximately one cent per share. We expect our effective income tax rate to range from 38% to 39% for the remainder of fiscal 2016 , excluding the effect of any adjustments related to remeasurement or resolution of uncertain tax positions. However, we expect to experience some volatility in our quarterly and annual effective income tax rate because current accounting rules for uncertain tax positions require that any change in measurement of a tax position taken in a prior tax year be recognized as a discrete event in the period in which the change occurs.

LIQUIDITY AND CAPITAL RESOURCES

As a holding company, TD Ameritrade Holding Corporation conducts substantially all of its business through its operating subsidiaries, principally its broker-dealer and futures commission merchant ("FCM") subsidiaries.

We have historically financed our liquidity and capital needs primarily through the use of funds generated from subsidiary operations and from borrowings under our credit agreements. We have also issued common stock and long-term debt to finance mergers and acquisitions and for other corporate purposes. Our liquidity needs during the first quarter of fiscal 2016 were financed primarily from our subsidiaries' earnings and cash on hand. We plan to finance our capital and liquidity needs during the remainder of fiscal 2016 primarily from our subsidiaries' earnings, cash on hand and borrowings. During fiscal 2016, we plan to return approximately 60% to 80% of our net income excluding amortization of intangible assets to our stockholders through a combination of cash dividends and our stock repurchase programs. We returned $129 million, or approximately 57% of net income excluding amortization of intangible assets, to our stockholders during the first quarter of fiscal 2016 through cash dividends and our stock repurchase programs. For more information about our dividends and stock repurchases, see "Cash Dividends" and "Stock Repurchase Programs" later in this section.

On March 4, 2015, we sold, through a public offering, $750 million aggregate principal amount of unsecured 2.950% Senior Notes due April 1, 2022. We issued the 2.950% Senior Notes for general corporate purposes, including liquidity for operational contingencies. Liquidity for operational contingencies could be used, for example, to fund our deposit requirements with clearinghouses. These requirements, which are based on our clients' trading activity, have been increasing and we expect them to continue to increase. Under periods of systemic market stress, clearing fund deposit requirements could increase substantially. In addition, we expect that proposed changes by the Options Clearing Corporation ("OCC") to the allocation methodology for its clearing fund will result in additional increases in our clearinghouse deposit requirements.

Dividends from our subsidiaries are an important source of liquidity for the parent company. Some of our subsidiaries are subject to requirements of the Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority ("FINRA"), the Commodity Futures Trading Commission ("CFTC"), the National Futures Association ("NFA") and other regulators relating to liquidity, capital standards and the use of client funds and securities, which may limit funds available for the payment of dividends to the parent company.

Broker-dealer and Futures Commission Merchant Subsidiaries

Our broker-dealer and FCM subsidiaries are subject to regulatory requirements that are intended to ensure their liquidity and general financial soundness. Under the SEC's Uniform Net Capital Rule (Rule 15c3-1 under the Securities Exchange Act of 1934, or the "Exchange Act"), our broker-dealer subsidiaries are required to maintain, at all times, at least the minimum level of net capital required under Rule 15c3-1. For our clearing broker-dealer subsidiary, this minimum net capital level is determined by a calculation described in Rule 15c3-1 that is primarily based on the broker-dealer's "aggregate debits," which primarily are a function of client margin balances at the clearing broker-dealer. Since our aggregate debits may fluctuate significantly, our minimum net capital requirements may also fluctuate significantly from period to period. The parent company may make cash capital contributions to our broker-dealer and FCM subsidiaries, if necessary, to meet minimum net capital requirements.

Each of our broker-dealer subsidiaries may not repay any subordinated borrowings, pay cash dividends or make any unsecured advances or loans to its parent company or employees if such payment would result in a net capital amount of (a) less than 5% of aggregate debit balances or (b) less than 120% of its minimum dollar requirement. TD Ameritrade Futures & Forex LLC ("TDAFF"), our FCM subsidiary that is not registered as a securities broker-dealer, must provide notice to the CFTC if its net capital amounts to less than (a) 110% of its risk-based capital requirement under CFTC Regulation 1.17 or (b) less than 150% of

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its minimum dollar requirement. These broker-dealer and FCM net capital thresholds, which are specified in Rule 17a-11 under the Exchange Act and CFTC Regulation 1.12, are typically referred to as "early warning" net capital thresholds.

As of December 31, 2015 , our broker-dealer and FCM subsidiaries had net capital as follows (dollars in millions):



	Net Capital		Early Warning Threshold		Net Capital in Excess of Early Warning Threshold
TD Ameritrade Clearing, Inc.	$	1,628	$	724	$	904
TD Ameritrade, Inc.	$	217	$	0.3	$	217
TD Ameritrade Futures & Forex LLC	$	97	$	12	$	85

Our clearing broker-dealer subsidiary, TD Ameritrade Clearing, Inc. ("TDAC"), engages in activities such as settling client securities transactions with clearinghouses, extending credit to clients through margin lending, securities lending and borrowing transactions and processing client cash sweep transactions to and from insured deposit accounts and money market mutual funds. These types of broker-dealer activities require active daily liquidity management.

Most of TDAC's assets are readily convertible to cash, consisting primarily of cash and investments segregated for the exclusive benefit of clients, receivables from clients and receivables from brokers, dealers and clearing organizations. Cash and investments segregated for the exclusive benefit of clients may be held in cash, reverse repurchase agreements (collateralized by U.S. Treasury securities), U.S. Treasury securities and other qualified securities. Receivables from clients consist of margin loans, which are demand loan obligations secured by readily marketable securities. Receivables from brokers, dealers and clearing organizations primarily arise from current open transactions, which usually settle or can be settled within a few business days.

TDAC is subject to cash deposit and collateral requirements with clearinghouses such as the Depository Trust & Clearing Corporation ("DTCC") and the OCC, which may fluctuate significantly from time to time based on the nature and size of our clients' trading activity. TDAC had $551 million and $541 million of cash and investments deposited with clearing organizations for the clearing of client equity and option trades as of December 31, 2015 and September 30, 2015 , respectively. The largest amount of TDAC cash and investments ever deposited with clearing organizations was approximately $714 million , which occurred in October 2015.

TDAC's liquidity needs relating to client trading and margin borrowing are met primarily through cash balances in client brokerage accounts, which were $15.9 billion and $15.7 billion as of December 31, 2015 and September 30, 2015 , respectively. Cash balances in client brokerage accounts not used for client trading and margin borrowing activity are not generally available for other liquidity purposes and must be segregated for the exclusive benefit of clients under Rule 15c3-3 of the Exchange Act. TDAC had $5.9 billion and $6.0 billion of cash and investments segregated in special reserve bank accounts for the exclusive benefit of clients under Rule 15c3-3 as of December 31, 2015 and September 30, 2015 , respectively.

For general liquidity needs, TDAC also maintains a senior unsecured revolving credit facility in an aggregate principal amount of $300 million. This facility is described under Loan Facilities – TD Ameritrade Clearing, Inc. Credit Agreement later in this section. There were no borrowings outstanding on this facility as of December 31, 2015 and September 30, 2015 .

In addition, we have established intercompany credit agreements under which the broker-dealer and FCM subsidiaries may borrow from the parent company. The intercompany credit agreement with TDAC provides for a committed revolving loan facility of $700 million and an uncommitted revolving loan facility of $300 million. The intercompany credit agreements are described under Loan Facilities – Intercompany Credit Agreements later in this section. There were no borrowings outstanding under any of the intercompany credit agreements as of December 31, 2015 and September 30, 2015 .

Liquid Assets Available for Corporate Investing and Financing Activities

We consider "liquid assets available for corporate investing and financing activities" to be an important measure of our liquidity. Liquid assets available for corporate investing and financing activities is considered a non-GAAP financial measure. We include the excess capital of our broker-dealer subsidiaries in the calculation of liquid assets available for corporate investing and financing activities, rather than simply including broker-dealer cash and cash equivalents, because capital requirements may limit the amount of cash available for dividend from the broker-dealer subsidiaries to the parent company. Excess capital, as defined below, is generally available for dividend from the broker-dealer subsidiaries to the parent company. Liquid assets available for corporate investing and financing activities should be considered as a supplemental measure of liquidity, rather than as a substitute for cash and cash equivalents.

We define liquid assets available for corporate investing and financing activities as the sum of (a) corporate cash and cash equivalents and short-term investments, excluding an amount that is being maintained to provide liquidity for operational contingencies, including lending to our broker-dealer and FCM subsidiaries under intercompany credit agreements and (b) regulatory net capital

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of (i) our clearing broker-dealer subsidiary in excess of 10% of aggregate debit items and (ii) our introducing broker-dealer subsidiaries in excess of a minimum operational target established by management ($50 million in the case of our primary introducing broker-dealer, TD Ameritrade, Inc.). Liquid assets available for corporate investing and financing activities is based on more conservative measures of broker-dealer net capital than regulatory requirements because we generally manage to higher levels of net capital at the broker-dealer subsidiaries than the regulatory thresholds require.

The following table sets forth a reconciliation of cash and cash equivalents, which is the most directly comparable GAAP measure, to liquid assets available for corporate investing and financing activities (dollars in millions):



	Dec. 31,			Sept. 30,
	2015			2015			Change
Cash and cash equivalents	$	1,735		$	1,978		$	(243	)
Less: Non-corporate cash and cash equivalents	(934		)	(909		)	(25		)
Corporate cash and cash equivalents	801			1,069			(268		)
Corporate short-term investments	201			—			201
Less: Corporate liquidity maintained for operational contingencies	(764		)	(750		)	(14		)
Excess corporate cash and cash equivalents and short-term investments	238			319			(81		)
Excess broker-dealer regulatory net capital	346			211			135
Liquid assets available for corporate investing and financing activities	$	584		$	530		$	54

The changes in liquid assets available for corporate investing and financing activities are summarized as follows (dollars in millions):



Liquid assets available for corporate investing and financing activities as of September 30, 2015	$	530

Plus: EBITDA ⁽¹⁾	387
Reduction of net capital requirements due to decrease in aggregate debits	99

Less: Income taxes paid	(138		)
Payment of cash dividends	(91		)
Purchase of property and equipment	(43		)
Purchase of treasury stock	(38		)
Purchase of treasury stock for income tax withholding on stock-based compensation	(27		)
Interest paid	(20		)
Payment for future treasury stock purchases under accelerated stock repurchase agreement	(9		)
Change in net capital related to daily futures client cash sweep	(2		)
Other changes in working capital and regulatory net capital	(64		)
Liquid assets available for corporate investing and financing activities as of December 31, 2015	$	584


(1)	See "Financial Performance Metrics" earlier in this section for a description of EBITDA.

Loan Facilities

The following is a summary of our long-term debt and credit facilities.

Senior Notes – Our unsecured, fixed-rate Senior Notes were each sold through a public offering and pay interest semi-annually in arrears. Key information about the Senior Notes outstanding is summarized in the following table (dollars in millions):



Description	Date Issued	Maturity Date	Aggregate Principal	Interest Rate
2019 Notes	November 25, 2009	December 1, 2019	$500	5.600%
2022 Notes	March 4, 2015	April 1, 2022	$750	2.950%
2025 Notes	October 17, 2014	April 1, 2025	$500	3.625%

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Fair Value Hedging – We are exposed to changes in the fair value of our fixed-rate Senior Notes resulting from interest rate fluctuations. To hedge a portion of this exposure, we entered into fixed-for-variable interest rate swaps on the 2019 Notes and the 2025 Notes. Each fixed-for-variable interest rate swap has a notional amount of $500 million and a maturity date matching the maturity date of the respective Senior Notes.

The interest rate swaps effectively change the fixed-rate interest on the 2019 Notes and 2025 Notes to variable-rate interest. Under the terms of the interest rate swap agreements, we receive semi-annual fixed-rate interest payments based on the same rates applicable to the Senior Notes, and make quarterly variable-rate interest payments based on three-month LIBOR plus (a) 2.3745% for the swap on the 2019 Notes and (b) 1.1022% for the swap on the 2025 Notes. As of December 31, 2015, the weighted average effective interest rate on the aggregate principal balance of the 2019 Notes and 2025 Notes was 2.11%.

TD Ameritrade Holding Corporation Credit Agreement – TD Ameritrade Holding Corporation (the "Parent") has access to a senior unsecured revolving credit facility in the aggregate principal amount of $300 million (the "Parent Revolving Facility"). The maturity date of the Parent Revolving Facility is June 11, 2019. There were no borrowings outstanding under the Parent Revolving Facility as of December 31, 2015.

TD Ameritrade Clearing, Inc. Credit Agreement – TDAC has access to a senior unsecured revolving credit facility in the aggregate principal amount of $300 million (the "TDAC Revolving Facility"). The maturity date of the TDAC Revolving Facility is June 11, 2019. There were no borrowings outstanding under the TDAC Revolving Facility as of December 31, 2015.

Intercompany Credit Agreements – The Parent entered into credit agreements with each of its primary broker-dealer and FCM subsidiaries, under which the Parent may make loans under committed and uncommitted lines of credit as summarized in the table below (dollars in millions):



Borrower Subsidiary	Committed Facility	Uncommitted Facility ⁽¹⁾	Termination Date
TD Ameritrade Clearing, Inc.	$700	$300	March 1, 2022
TD Ameritrade, Inc.	$50	$300	March 1, 2022
TD Ameritrade Futures & Forex LLC	$13.5	N/A	March 29, 2020


(1)	The Parent is permitted, but under no obligation, to make loans under uncommitted facilities.

There were no borrowings outstanding under any of the intercompany credit agreements as of December 31, 2015.

Stock Repurchase Programs

On October 20, 2011, our board of directors authorized the repurchase of up to 30 million shares of our common stock. During the first quarter of fiscal 2016 , we repurchased approximately 1.1 million shares under the authorization at a weighted average purchase price of $36.30 per share. From the inception of this stock repurchase authorization through December 31, 2015 , we have repurchased approximately 23.1 million shares at a weighted average purchase price of $29.44 per share. As of December 31, 2015 , we had approximately 6.9 million shares remaining on the October 20, 2011 stock repurchase authorization.

On November 20, 2015, our board of directors authorized the repurchase of up to an additional 30 million shares of our common stock. We have not made any repurchases under the November 20, 2015 stock repurchase authorization.

Cash Dividends

We declared a $0.17 per share quarterly cash dividend on our common stock during each of the first and second quarters of fiscal 2016 . On November 24, 2015, we paid $91 million to fund the first quarter dividend and we expect to pay approximately $91 million on February 17, 2016 to fund the second quarter dividend.

OFF-BALANCE SHEET ARRANGEMENTS

We enter into guarantees and other off-balance sheet arrangements in the ordinary course of business, primarily to meet the needs of our clients and manage our asset-based revenues. For information on these arrangements, see the following sections under Item 1, Financial Statements – Notes to Condensed Consolidated Financial Statements: " General Contingencies " and " Guarantees " under Note 7 – COMMITMENTS AND CONTINGENCIES and " Insured Deposit Account Agreement " under Note 13 – RELATED PARTY TRANSACTIONS . The IDA agreement accounts for a significant percentage of our net revenues ( 28% of our net revenues for the three months ended December 31, 2015 ) and enables our clients to invest in an FDIC-insured deposit product without the need for the Company to establish the significant levels of capital that would be required to maintain our own bank charter.

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WEBSITE AND SOCIAL MEDIA DISCLOSURE

From time to time, the Company may use its website and/or Twitter as distribution channels of material information. Financial and other important information regarding the Company is routinely accessible through and posted on the Company's website at www.amtd.com and its Twitter account @TDAmeritradePR. We ask that interested parties visit or subscribe to newsfeeds at www.amtd.com/newsroom to automatically receive email alerts and other information, including the most up-to-date corporate financial information, presentation announcements, transcripts and archives. The website to access the Company's Twitter account is https://twitter.com/TDAmeritrade . Website links provided in this report, although correct when published, may change in the future. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after we electronically file such material with or furnish it to the SEC.

Item 3. – Quantitative and Qualitative Disclosures About Market Risk

Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest rates and market prices. We have established policies, procedures and internal processes governing our management of market risks in the normal course of our business operations.

Market-related Credit Risk

Two primary sources of credit risk inherent in our business are (1) client credit risk related to margin lending and leverage and (2) counterparty credit risk related to securities lending and borrowing. We manage risk on client margin lending and leverage by requiring clients to maintain margin collateral in compliance with regulatory and internal guidelines. The risks associated with margin lending and leverage increase during periods of rapid market movements, or in cases where leverage or collateral is concentrated and market movements occur. We monitor required margin levels daily and, pursuant to such guidelines, require our clients to deposit additional collateral, or to reduce positions, when necessary. We continuously monitor client accounts to detect excessive concentration, large orders or positions, patterns of day trading and other activities that indicate increased risk to us. We manage risks associated with our securities lending and borrowing activities by requiring credit approvals for counterparties, by monitoring the market value of securities loaned and collateral values for securities borrowed on a daily basis and requiring additional cash as collateral for securities loaned or return of collateral for securities borrowed when necessary, and by participating in a risk-sharing program offered through the Options Clearing Corporation.

We are party to interest rate swaps related to our long-term debt, which are subject to counterparty credit risk. Credit risk on derivative financial instruments is managed by limiting activity to approved counterparties that meet a minimum credit rating threshold and by entering into credit support agreements, or by utilizing approved central clearing counterparties registered with the Commodity Futures Trading Commission. Our interest rate swaps require daily collateral coverage, in the form of cash or U.S. Treasury securities, for the aggregate fair value of the interest rate swaps.

Interest Rate Risk

As a fundamental part of our brokerage business, we invest in interest-earning assets and are obligated on interest-bearing liabilities. In addition, we earn fees on our insured deposit account ("IDA") arrangement with TD Bank USA, N.A. and TD Bank, N.A. and on money market mutual funds, which are subject to interest rate risk. Changes in interest rates could affect the interest earned on assets differently than interest paid on liabilities. A rising interest rate environment generally results in our earning a larger net interest spread. Conversely, a falling interest rate environment generally results in our earning a smaller net interest spread.

Our most prevalent form of interest rate risk is referred to as "gap" risk. This risk occurs when the interest rates we earn on our assets change at a different frequency or amount than the interest rates we pay on our liabilities. For example, in the current low interest rate environment, sharp increases in short-term interest rates could result in net interest spread compression if the yields paid on interest-bearing client balances were to increase faster than our earnings on interest-earning assets. We seek to mitigate interest rate risk by aligning the average duration of our interest-earning assets with that of our interest-bearing liabilities. We currently seek to maintain a consolidated duration of interest-sensitive assets, including IDA assets, within a range of 1.75 to 2.75 years. As of December 31, 2015 , our consolidated duration was 2.2 years. We have an Asset/Liability Committee as the governance body with the responsibility of managing interest rate risk, including gap risk.

We use net interest simulation modeling techniques to evaluate the effect that changes in interest rates might have on pre-tax income. Our model includes all interest-sensitive assets and liabilities of the Company and interest-sensitive assets and liabilities associated with the IDA arrangement. The simulations involve assumptions that are inherently uncertain and, as a result, cannot precisely predict the impact that changes in interest rates will have on pre-tax income. Actual results may differ from simulated results due to differences in timing and frequency of rate changes, changes in market conditions and changes in management strategy that lead to changes in the mix of interest-sensitive assets and liabilities.

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On December 16, 2015, the Federal Open Market Committee increased the target range for the federal funds rate by 0.25% to between 0.25% and 0.50%. We expect the slightly higher federal funds rate to increase our pre-tax income by $50 million to $80 million for the remainder of fiscal 2016. However, our asset-based revenues and pre-tax income are also affected by the overall level of interest rates, including medium- to longer-term interest rates, in addition to short-term interest rates such as the federal funds rate.

In addition to the analysis above related to the actual increase in the federal funds rate, we have performed simulations of hypothetical increases and decreases in interest rates. The simulations assume that the asset and liability structure of our Condensed Consolidated Balance Sheet and the IDA arrangement would not be changed as a result of a simulated change in interest rates. The results of the simulations based on our financial position as of December 31, 2015 indicate that a gradual 1% (100 basis points) increase in interest rates over a 12-month period would result in a range of approximately $117 million to $217 million higher pre-tax income, depending largely on the extent and timing of possible increases in payment rates on client cash balances and interest rates charged on client margin balances. The high end of the range assumes no increases in payment rates on client cash balances and full increases to interest rates charged on client margin balances. A gradual 1% (100 basis points) decrease in interest rates over a 12-month period would result in approximately $47 million lower pre-tax income. The results of the simulations reflect the fact that short-term interest rates remain at historically low levels, including the federal funds target rate as discussed above.

Other Market Risks

Substantially all of our revenues and financial instruments are denominated in U.S. dollars. We generally do not enter into derivative transactions, except for hedging purposes.

Item 4. – Controls and Procedures

Disclosure Controls and Procedures

Management, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the Company's disclosure controls and procedures as of December 31, 2015 . Management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of December 31, 2015 .

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1. – Legal Proceedings

For information regarding legal proceedings, see Note 7 – COMMITMENTS AND CONTINGENCIES – " Legal and Regulatory Matters " under Item 1, Financial Statements – Notes to Condensed Consolidated Financial Statements.

Item 1A. – Risk Factors

In addition to the other information set forth in this report, you should carefully consider the following and the factors discussed under Item 1A— "Risk Factors" in our annual report on Form 10-K for the year ended September 30, 2015 , which could materially affect our business, financial condition or future results of operations. The risks described in this Form 10-Q and in our Form 10‑K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

On December 4, 2013, we entered into amendment no. 5 to the stockholders agreement among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank ("TD") and certain members of the Ricketts family and related parties. Among other provisions, amendment no. 5 provided that effective January 24, 2016, the Ricketts parties ceased to be subject to or have rights under the stockholders agreement. The risk factors presented below have been updated to reflect the termination of the Stockholders Agreement with respect to the Ricketts parties pursuant to amendment no. 5 and should be considered in addition to the other risk factors disclosed in our Form 10-K for the fiscal year ended September 30, 2015. There have been no other material changes from the risk factors disclosed in the Company's Form 10-K for the fiscal year ended September 30, 2015.

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Risk Factors Relating to Owning Our Stock

The market price of our common stock has experienced, and may continue to experience, substantial volatility.

Our common stock, and the U.S. securities markets in general, can experience significant price fluctuations. The market prices of securities of financial services companies, in particular, have been especially volatile. The price of our common stock could decrease substantially. Among the factors that may affect our stock price are the following:


•	speculation in the investment community or the press about, or actual changes in, our competitive position, organizational structure, executive team, operations, financial condition, financial reporting and results, effectiveness of cost reduction initiatives, or strategic transactions;


•	the announcement of new products, services, acquisitions, or dispositions by us or our competitors;


•	sales of a substantial number of shares of our common stock by TD and J. Joe Ricketts, our founder, certain members of his family and trusts held for their benefit, who have registration rights covering approximately 223 million shares and 60 million shares, respectively, of our common stock; and


•	increases or decreases in revenue or earnings, changes in earnings estimates by the investment community, changes in the interest rate environment or in market expectations regarding the interest rate environment and variations between estimated financial results and actual financial results.

Changes in the stock market generally or as it concerns our industry, as well as geopolitical, economic, and business factors unrelated to us, may also affect our stock price.

Because the market price of our common stock can fluctuate significantly, we could become the object of securities class action litigation, which could result in substantial costs and a diversion of management's attention and resources and could have a material adverse effect on our business and the price of our common stock.

TD exercises significant influence over TD Ameritrade.

As of December 31, 2015, TD owned approximately 42% of our outstanding common stock. As a result, TD will generally have the ability to significantly influence the outcome of any matter submitted to a vote of our stockholders and therefore through its significant share ownership in TD Ameritrade, TD may have the power, subject to applicable law, to significantly influence actions that might be favorable to TD, but not necessarily favorable to our other stockholders.

The stockholders agreement provides that TD may designate five of the twelve members of our board of directors, subject to adjustment based on TD's ownership positions in TD Ameritrade. As of December 31, 2015, based on its ownership positions, TD has the right to designate five members of our board of directors. Accordingly, TD is able to significantly influence the outcome of all matters that come before our board.

TD is permitted under the stockholders agreement to exercise voting rights on up to 45% of our outstanding shares of common stock until termination of the stockholders agreement (which will occur no later than January 24, 2021). If our stock repurchases cause TD's ownership percentage to exceed 45%, TD is required to use reasonable efforts to sell or dispose of such excess stock, subject to TD's commercial judgment as to the optimal timing, amount and method of sales with a view to maximizing proceeds from such sales. TD has no absolute obligation to reduce its ownership percentage to 45% by the termination of the stockholders agreement. However, prior to and following the termination of the stockholders agreement, TD is required to vote any such excess stock on any matter in the same proportions as all the outstanding shares of stock held by holders other than TD and its affiliates are voted. In no event may TD Ameritrade repurchase shares of its common stock that would result in TD's ownership percentage exceeding 47%. There is no restriction on the number of shares TD may own following the termination of the stockholders agreement.

The ownership position and governance rights of TD could also discourage a third party from proposing a change of control or other strategic transaction concerning TD Ameritrade. As a result, our common stock could trade at prices that do not reflect a "takeover premium" to the same extent as do the stocks of similarly situated companies that do not have a stockholder with an ownership interest as large as TD's ownership interest.

The terms of the stockholders agreement, our charter documents and Delaware law could inhibit a takeover that stockholders may consider favorable.

Provisions in the stockholders agreement between TD and the Company, our certificate of incorporation and bylaws and Delaware law will make it difficult for any party to acquire control of us in a transaction not approved by the requisite number of directors. These provisions include:


•	the presence of a classified board of directors;


•	the ability of the board of directors to issue and determine the terms of preferred stock;

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•	advance notice requirements for inclusion of stockholder proposals at stockholder meetings; and


•	the anti-takeover provisions of Delaware law.

These provisions could delay or prevent a change of control or change in management that might provide stockholders with a premium to the market price of their common stock.

Item 2. – Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities



ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares that May Yet Be Purchased Under the Program
October 1, 2015 – October 31, 2015	18,160	$	31.87	—	7,940,282
November 1, 2015 – November 30, 2015	563,282	$	36.89	—	37,940,282
December 1, 2015 – December 31, 2015	1,194,596	$	36.06	1,052,287	36,887,995
Total – Three months ended December 31, 2015	1,776,038	$	36.28	1,052,287	36,887,995

On October 20, 2011, our board of directors authorized the repurchase of up to 30 million shares of our common stock. We disclosed this authorization on November 18, 2011 in our annual report on Form 10-K. On November 20, 2015, our board of directors authorized the repurchase of up to an additional 30 million shares of our common stock. We disclosed this authorization on November 20, 2015 in our annual report on Form 10-K. These programs were the only stock repurchase programs in effect and no programs expired during the first quarter of fiscal 2016 .

During the quarter ended December 31, 2015 , 723,751 shares were repurchased from employees for income tax withholding in connection with distributions of stock-based compensation.

Item 6. – Exhibits



3.1		Amended and Restated Certificate of Incorporation of TD Ameritrade Holding Corporation, dated January 24, 2006 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed on January 27, 2006)

3.2		Amended and Restated By-Laws of TD Ameritrade Holding Corporation, effective February 12, 2014 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed on February 19, 2014)

4.1		Form of Certificate for Common Stock (incorporated by reference to Exhibit 4.1 of the Company's Form 8-A filed on September 5, 2002)

4.2		First Supplemental Indenture, dated November 25, 2009, among TD Ameritrade Holding Corporation, TD Ameritrade Online Holdings Corp., as guarantor, and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed on November 25, 2009)

4.3		Form of 5.600% Senior Note due 2019 (included in Exhibit 4.2)

4.4		Indenture, dated October 22, 2014, between TD Ameritrade Holding Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed on October 23, 2014)

4.5		Form of 3.625% Senior Note due 2025 (included in Exhibit 4.4)

4.6		Supplemental Indenture, dated October 22, 2014, between TD Ameritrade Holding Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed on October 23, 2014)

4.7		Second Supplemental Indenture, dated March 9, 2015, between TD Ameritrade Holding Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company's Form 8-K filed on March 9, 2015)

4.8		Form of 2.950% Senior Note due 2022 (included in Exhibit 4.7)

10.1		Employment Agreement, effective as of January 2, 2016, between Tim Hockey and TD Ameritrade Holding Corporation

10.2		Restricted Stock Unit Agreement, dated January 21, 2016, between Tim Hockey and TD Ameritrade Holding Corporation

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10.3		Non-Qualified Stock Option Agreement, dated January 21, 2016, between Tim Hockey and TD Ameritrade Holding Corporation

10.4		Restricted Stock Unit Agreement, dated November 25, 2015, between J. Thomas Bradley, Jr. and TD Ameritrade Holding Corporation

15.1		Awareness Letter of Independent Registered Public Accounting Firm

31.1		Certification of Fredric J. Tomczyk, Principal Executive Officer, as required pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

31.2		Certification of Stephen J. Boyle, Principal Financial Officer, as required pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

32.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation

101.LAB		XBRL Taxonomy Extension Label

101.PRE		XBRL Taxonomy Extension Presentation

101.DEF		XBRL Taxonomy Extension Definition

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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.

Dated: February 4, 2016



	TD Ameritrade Holding Corporation
	(Registrant)

	By:		/s/ FREDRIC J. TOMCZYK
			Fredric J. Tomczyk
			Chief Executive Officer
			(Principal Executive Officer)

	By:		/s/ STEPHEN J. BOYLE
			Stephen J. Boyle
			Executive Vice President, Chief Financial Officer
			(Principal Financial and Accounting Officer)

Exhibit 10.1

Executive Employment Agreement

This employment agreement (“Agreement”) is entered into as of November 9, 2015 by and between Tim Hockey (“Executive”) and TD Ameritrade Holding Corporation (“AMTD” or “Company”).

Position: President, effective January 2, 2016 reporting to the Chief Executive Officer. (The sub-Committee of the Board will continue to oversee the transition towards CEO appointment.) Effective October 1, 2016, also will become Chief Executive Officer. At such time, Executive shall render such business and professional services in the performance of his duties, consistent with Executive's position as CEO, as will reasonably be assigned to him by the Board of Directors of the Company.


2.	Board of Directors: Executive will serve on the Board as of January 2, 2016, subject to TD Bank executing a waiver.

Obligations: During the employment term, Executive will devote Executive’s full business efforts and time to AMTD and will use good faith efforts to discharge Executive’s obligations under this Agreement to the best of Executive’s ability and in accordance with each of AMTD’s corporate guidance and ethics guidelines, conflict of interests policies and code of conduct. For the duration of his employment, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the applicable committee of the Board or the CEO (which approval will not be unreasonably withheld); provided, however, that Executive may, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization, provided such services do not interfere with Executive’s obligations to Company.

Term of Agreement: This Agreement will have an initial term of five years commencing on January 2, 2016. Thereafter, the Agreement automatically will renew for additional terms of one year each, unless AMTD or Executive gives written notice at least six months in advance of the scheduled expiration. Executive’s continued role as the Company’s CEO during the employment term or renewal thereof is subject to the Board reappointing Executive as CEO on an annual basis by the approval of at least two-thirds of the directors then serving on the Board in accordance with the Amended and Restated By-laws of the Company.


5.	Term of Employment: Employment will be at-will. Therefore, Executive or AMTD may terminate Executive’s employment at any time, with or without notice or cause. However, severance may be payable, depending on the circumstances of the termination, as described below.


6.	Total Rewards (all amounts are in US dollars unless otherwise noted):



Annual Target Total Compensation:	$6,000,000 • Base Salary: $750,000 • MIP Cash Incentive: $1,575,000 (pro-rated for the nine (9)-month period commencing January 2, 2016 to September 30 2016) ⁽⁵⁾ • MIP Equity Incentive: $3,675,000 (not subject to proration for FY 2016) ⁽⁶⁾
Buyout and Outstanding Holding Summary:	One-Time Buyout Award: $8,200,000 • $5,100,000 RSUs (with 5 year cliff vesting) and $3,100,000 Stock Options (with 4 year pro-rata vesting) to be granted January 2016 to account for unvested Performance Shares and unvested Stock Options

	Unvested Performance Shares ^(1,2)	CAD $6,705,000 ($5,120,000)	- Forfeited and included in one-time RSU award - Includes PY2015 target PSUs
	Unvested Stock Options ^(2,3)	CAD $3,995,000 ($3,050,000)	- Forfeited and included in one-time RSU award - Includes PY2015 target PSUs
	Vested Stock Options ⁽³⁾	CAD $6,089,000	- Must be exercised within 30 days of separation from TD Bank per grant agreement
	Deferred Share Units ⁽⁴⁾	CAD $2,866,000	- Must redeem outstanding units by end of December 31, 2017
	Vested Share Units ⁽⁴⁾	CAD $5,086,000	- Must redeem outstanding units by end of December 31, 2017
	1) Unvested performance shares assume a performance factor of 100% and a TD Bank share price of CAD $53.50 2) Fx Rate: CAD $1.00 = USD $0.7634 3) Stock options shown using in-the-money valuation and a TD Bank share price of CAD $53.50 4) Assumes a TD Bank separation date of January 1, 2016 5) TDBG pays 2/12 of FY 2016 cash incentive for the months of November and December; AMTD pays 9/12 – January 1, 2016 through September 30, 2016. 6) AMTD pays full portion of FY2016 equity incentive. Award occurs in November 2016.
Relocation / Immigration Services:	• Relocation services from Toronto to New York/New Jersey paid for by AMTD. • Three months of transition housing in New York/New Jersey paid for by AMTD. • Work Visa/Immigration fees (including legal fees) paid for by AMTD.
Tax Services:	• Paid for by AMTD in years where Executive’s personal income is recognized in both Canada and the United States. • Canadian and U.S. tax consulting services provided by PricewaterhouseCoopers (or KPMG) at AMTD’s expense.
Share Ownership Guidelines:	10 times base salary • Guideline remains in place for two years following termination of employment from AMTD
Perquisites:	None, as per AMTD policy
Service Date:	TD Bank Group service commencing June 20, 1983 recognized as service by AMTD.


7.	Benefits: Executive will be eligible to participate in AMTD’s employee benefit plans, insurance plans, health care plans, policies and arrangements on terms at least as favorable as for AMTD’s other senior executive officers. All waiting periods shall be waived, subject to compliance with applicable laws

Executive is eligible to individually participate in AMTD’s 401(k) Plan. Executive is ineligible to receive the 401(k) Company match and profit sharing contribution while he continues to accrue benefits under the TD Bank Group non-qualified pension plan up to June 30, 2018.

Executive will receive 200 hours of Paid Time Off annually in accordance with AMTD’s accrual schedule.

When traveling on AMTD related business, Executive will be entitled to fly on a private aircraft at the expense of AMTD, subject to AMTD policies.

AMTD will provide car service transportation to and from work, which will be considered a taxable benefit to the Executive. AMTD will also provide car service transportation if or when it is deemed by the Company to be for business purposes or an important security consideration.

The Company will reimburse Executive for reasonable travel, entertainment and other expenses incurred by Executive in the furtherance of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

Termination of Employment: In the event Executive’s employment with the Company terminates for any reason, Executive will be entitled to any (a) unpaid base salary accrued up to the effective date of termination, (b) unpaid, but earned and accrued annual MIP cash incentive for any completed fiscal year as of his termination of employment, (c) pay for accrued but unused vacation that the Company is legally obligated to pay Executive, (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive, (e) unreimbursed business expenses required to be reimbursed to Executive, and (f) rights to indemnification Executive may have under the Company’s Articles of Incorporation, Bylaws, the Agreement, or separate indemnification agreement, as applicable. In addition, if the termination is by the Company without Cause or if Executive resigns for Good Reason, Executive will be entitled to the amounts and benefits specified in paragraph 9.


9.	Severance: In the event that AMTD terminates Executive’s employment for a reason other than “Cause,” or in the event Executive resigns as a result of “Good Reason” or employment ceases due to death or “Disability,” Executive will receive:


i.	a lump sum payment equal to 24 months of base salary and 24 months of average annual bonus cash for the prior 2 years (or if payable prior to payment of the second year’s annual bonus cash payment, 75 months of base salary);


ii.	pro-rata bonus-cash incentive for the year of termination of employment, based on actual performance;


iii.	accelerated vesting for all unvested time-based RSU equity awards;


iv.	continued vesting of Stock Options and PSU and RSU equity awards that remain unvested (with PSU awards vesting based on actual performance); Stock Options remain exercisable for the balance of the term and

for a period of two (2) years, if the Executive or any of his dependents is eligible for and elects COBRA continuation coverage (as described in Section 4980B of the Internal Revenue Code of 1986, as amended) under any Company group medical or dental plan, Executive will not be charged any premiums for the employer portion of the monthly premium; provided, however, Executive will be responsible for any income tax due with respect to such premiums.

All severance payments and benefits will be subject to Executive executing and complying with a release of claims and agreeing to non-competition, non-solicitation and mutual non-disparagement provisions for 2 years after his employment terminates. Existing forfeiture provision of Executive’s retained non-qualified pension plan with TD Bank Group upheld if Executive is not compliant with non-competition provisions.

The Executive shall have no obligation to mitigate, and none of the above severance payments shall be reduced if the Executive obtains other employment.

10.

Voluntary Retirement: In the event the Executive resigns due to his voluntary retirement after the fifth anniversary of becoming CEO, Executive will receive continued vesting of Stock Options and PSU equity awards that remain unvested, and any awarded Stock Options will remain exercisable until the expiration date of the Stock Options. Executive will not be eligible for any severance payments as a result of his resignation due to his voluntary retirement and will remain subject to non-competition and non-solicitation provisions for a 2-year period after his employment ends. Executive is required to provide the AMTD Board of Directors with a minimum of six months’ notice of his intention to resign due to voluntarily retirement.


11.	Toronto-Dominion Bank Stock: Executive agrees to reduce his equity ownership of the Toronto-Dominion Bank by selling his vested options prior to February 3, 2016, and redeeming his outstanding Deferred Share Units and Vested Share Units by December 31, 2017.

12.

Definitions: “Cause” will mean conduct involving one or more of the following: (1) the conviction of Executive of, or plea of nolo contendere by Executive to, a felony that the Board of Directors reasonably believes has had or will have a material detrimental effect on AMTD’s reputation or business; (2) any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the AMTD with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Executive; (3) breach of any fiduciary duty owed to the AMTD by Executive that has a material detrimental effect on the AMTD’s reputation or business; (4) the willful, substantial and continuing failure of Executive to perform the reasonable duties of his position (which duties are consistent with his position as President or CEO, as

applicable) for a period of at least thirty (30) days following written notice from the Board to the Executive that describes the basis for the Board’s belief that Executive has not substantially performed his reasonable duties for reasons other than illness or incapacity; (5) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not Executive admits or denies liability); willful misconduct, gross negligence, fraud or embezzlement, in each case that results in substantial, material harm to AMTD; (6) Executive (a) obstructing or impeding, (b) endeavoring to influence, obstruct or impede, or (c) failing to materially cooperate with, any investigation authorized by the Board of Directors or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause” and (7) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to AMTD under this Agreement, if (a) the disqualification, bar or loss continues for more than thirty (30) days, and (b) during that period AMTD uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive’s employment is not permissible, Executive will be placed on leave (which will be paid to the extent legally permissible).

“Good Reason” will mean Executive’s resignation within thirty (30) days following the expiration of any Company cure period following the occurrence of one or more of the following, without Executive’s written consent:

(1) a significant reduction of Executive’s duties, position, or responsibilities, relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction;

(2) a material reduction in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive’s overall benefits package is significantly reduced. Notwithstanding the foregoing, a one-time reduction that also is applied to substantially all other executive officers of the Company and that reduces the level of employee benefits by a percentage reduction of 10% or less will not constitute Good Reason;

(3) a reduction in Executive’s base salary or annual MIP incentive. Notwithstanding the foregoing, a one-time reduction that also is applied to substantially all other executive officers of the Company and which one-time reduction reduces the base salary or annual MIP incentive by a percentage reduction of 10% or less in the aggregate will not constitute Good Reason;

(4) a material change in the geographic location at which Executive must perform services; provided, however, that any requirement of

AMTD that Executive be based anywhere within 25 miles from Executive’s primary office location as of the date of the agreement will not constitute a material change under this clause (4);

(5) failure of the Company to obtain the assumption of this Agreement by a successor; and

(6) absent Cause, failure by the Board of Directors to reappoint Executive as CEO on an annual basis by approval of at least two-thirds of the directors then serving on the Board in accordance with the Amended and Restated By-laws of the Company

“Change of Control” has the meaning set forth in the Company’s Long-Term Incentive Plan. Termination of Executive’s employment hereunder will not have occurred in the event of a Change of Control” unless Executive’s employment is terminated within twelve (12) months following a Change of Control.

“Disability” means, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or receipt by Executive of income replacement benefits for a period of not less than 3 months under an applicable disability benefit plan of AMTD.

Executive will not resign for Good Reason without first providing AMTD with written notice within ninety (90) days of the event that Executive believes constitutes Good Reason specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days and not more than ninety (90) days following the date of such notice.

“Non-Competition and Non-Solicitation” will mean Executive agrees that during his employment and for a period of two (2) years after the date of termination of his employment, for any reason whether voluntarily or involuntarily, he will not, directly or indirectly, whether as an associate, agent, employee, broker, consultant, independent contractor, owner, partner or otherwise, (i) solicit for himself or others, or advise or recommend to any other person that that person solicit, divert, accept, or conduct securities sales transactions from or on behalf of any customer of the Company, for the purpose of obtaining the business of that Customer, in competition with the Company; or (ii) employ, solicit for employment, or advise or recommend to any other person that that person solicit for employment or employ in competition with the Company, any person employed by the Company. For purposes of this Paragraph “in competition with the Company” means working for himself, another entity, or a customer of the Company, whether as an associate, agent, employee, broker, consultant, independent contractor, owner, partner or otherwise, performing security sales transactions or other services that the Company provides on the date time of termination of his employment and that he performed for the Company.

Executive further agrees that, during his employment and for a period of 2 years following the date of the termination of his employment for any reason, he will not (without the AMTD’s express consent) engage or participate in any business within the United States (as an

owner, partner, stockholder, holder of any other equity interest, or financially as an investor or lender, or in any capacity calling for the rendition of personal services or acts of management, operation or control) which is engaged in any activities and for any business competitive with any of the primary businesses conducted by the Company or any of its Affiliates. The term “primary businesses” is defined as an on-line brokerage business, including active trader and long term investor client segments, and RIA custodial business, and also includes any such other business formally proposed to be conducted by the Company during the 12-month period prior to the date of termination of employment (collectively a “Competitive Business”). Provided that this restriction will not restrict Executive from (i) being employed by The Toronto-Dominion Bank and any successor corporation in any capacity or (ii) consulting with a business, firm, corporation, partnership or other entity that owns or operates an on-line brokerage, provided that (i) the on-line brokerage business is de minimis as compared to its core business in terms of revenue and/or resources, and (ii) Executive’s involvement with the business, firm, corporation, partnership or other entity excludes, directly or indirectly, the on-line brokerage business during the two (2) year non-competition period.

Notwithstanding the foregoing, Executive may own securities of a Competitive Business so long as the securities of such corporation or other entity are listed on a national securities exchange and the securities owned directly or indirectly by Executive do not represent more than 2% of the outstanding securities of such corporation or other entity.


13.	Golden Parachute Tax: Executive will either receive the full payments and benefits due to him or a lesser amount so that Executive will not be subject to the golden parachute excise tax under the U.S. Internal Revenue Code, whichever results in Executive receiving more on an after-tax basis. No gross-up will be provided. See Appendix A for additional provisions.

14.

Indemnification: Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company’s Articles of Incorporation or Bylaws, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement.

15.

Arbitration: All disputes arising as a result of Executive’s employment, including the termination thereof, or Executive’s compensation or benefits will be resolved through binding arbitration in Jersey City, before the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, supplemented by the New Jersey Rules of Civil Procedure. The parties agree that the prevailing party in any arbitration will be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury. This paragraph will not prevent either party from seeking injunctive relief

(or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of their dispute relating to Executive’s obligations under this Agreement.

16.

Work Product Executive agrees that any inventions, ideas or original works of authorship in whole or in part conceived or made by you during or after your employment with AMTD that are made in the performance of your duties or through the use of any of confidential information or any of AMTD’s equipment, facilities, trade secrets or time, or that result from any work performed for AMTD shall belong exclusively to AMTD (“Company IP”). Executive assigns any and all right, title and interest he may have to Company IP to AMTD and will promptly assist AMTD or its designee, at AMTD’s expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP and will promptly execute all reasonable documents prepared by AMTD or its designee and take all other reasonable actions which are necessary or appropriate to secure to AMTD and its affiliates the benefits of Company IP. Without limiting the foregoing, Executive agrees that any such original works of authorship shall be deemed to be “works made for hire” of which AMTD shall be deemed the author under U.S. copyright laws.


17.	Section 409A and Withholding: Agreement will be designed to comply with Section 409A, including delaying any severance payments as necessary to avoid Executive being subject to additional tax under Section 409A. Payments will be subject to required tax and other withholding and deductions. See Appendix A for additional provisions.


18.	Attorneys’ Fees: AMTD will reimburse Executive for his reasonable attorneys’ fees incurred in the negotiation and preparation of this agreement and for advice with respect to ownership of AMTD shares.


19.	Governing Law: This Agreement will be governed by the laws of the State of New York without regard to its conflict of laws provisions.

20.

Miscellaneous: This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement. The Company’s and Executive’s responsibilities under paragraphs entitled “Severance,” “Non-Competition and Non-Solicitation,” “Indemnification” and “Confidential Information” will survive the termination of this Agreement. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

[signature page follows]

IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year written above.

COMPANY:

TD AMERITRADE HOLDING CORPORATION

By: /s/ WILBUR J. PREZZANO

Wilbur J. Prezzano

Chairman of the H.R. and Compensation

Committee of the Board of Directors

EXECUTIVE:

By: /s/ TIM HOCKEY

Tim Hockey

Appendix A

CERTAIN SECTION 280G AND SECTION 409A PROVISIONS

A. Golden Parachute Tax . (also see paragraph 13 of Agreement) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) but for this Section A, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under this Agreement or other payments or benefits shall be either:

(i) delivered in full, or

(ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits and other benefits may be taxable under Section 4999 of the Code.

In the event of a reduction in accordance with Section A(ii), the reduction will occur, with respect to such severance and other benefits considered “parachute payments” within the meaning of Section 280G of the Code, any such reduction shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and Treasury guidance promulgated thereunder (“Section 409A”) and in the following order: (1) reduction of cash payments; (2) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code), (3) cancellation of accelerated vesting of equity awards; and (4) reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductions.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section A shall be made in writing by a nationally recognized accounting or valuation firm selected by the Company and reasonably acceptable to the Executive (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section A of Appendix A, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section A. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section A of Appendix A.

B. Release . (Also see Section 7 of the Agreement) The receipt of any severance payments or benefits under the Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in favor of the Company and its affiliates in a form provided by the Company (the “Release”), which must become effective and irrevocable no later than sixty (60) days following the date of Executive’s separation from service (the “Release Deadline Date”). If the Release does not become effective and irrevocable by the Release Deadline Date, Executive will forfeit any right to severance payments or benefits under the Agreement. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable. If the Release becomes effective by the Release Deadline Date, then except as required by Section C. of this Appendix A , severance payments and benefits under the Agreement will be provided, or in the case of installments, will commence, on the day after the Release Deadline Date (the “First Payment Date”), and, in the case of installments, any payments that would have been made to Executive during the period from the date of Executive’s separation from service through the First Payment Date will be made on the First Payment Date and any remaining payments will be made as provided in this Agreement. The Company will provide the Executive with the Release within seven days after his separation from service.

C. Section 409A . (Also see paragraph 16 of the Agreement)

1) This Agreement is intended to comply with, or otherwise be exempt from Section 409A and shall be construed and administered in in a manner that does not result in the imposition on the Executive of any additional tax,

penalty, or interest under Section 409A of the Code, provided that nothing in this sentence is intended to contravene the last sentence of section 8 below.

2) Notwithstanding anything to the contrary in the Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1 (b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A.

3) The Company will provide the Executive with the form of release agreement within seven days after his separation from service. If Executive timely delivers an executed release agreement to the Company, and does not revoke the release agreement during the minimum revocation period required under applicable law, if any, the severance or other benefits shall be paid or commence being paid, as specified in the Agreement, on the date the release agreement becomes effective subject to Section B.4 of this Appendix A. If, however, the period during which the Executive has discretion to execute or revoke the release agreement straddles two calendar years, the severance or other benefits, to the extent such payments and benefits constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, shall be paid or commence being paid, as applicable, as soon as practicable in the second of the two calendar years, regardless of within which calendar year Executive actually delivers the executed release agreement to the Company, subject to the release agreement first becoming effective and subject to Section B.4 of this Appendix A . Consistent with Section 409A, Executive may not, directly or indirectly, designate the calendar year of payment.

4) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service but before the six (6) month anniversary of the separation from service, any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment (including, but not limited to, an installment payment) and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations.

5) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of Section C.1. of this Appendix A .

6) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A‑1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of Section C.1. of this Appendix A . “Section 409A Limit” means two (2) times the lesser of: (a) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of the termination of Executive’s employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A‑1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

7) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

A-2

8) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. Notwithstanding any contrary provision of this Agreement, in no event will the Company reimburse Executive for any taxes or other costs that may be imposed on or incurred by Executive as result of Section 409A.

o 0 o

A-3

EXHIBIT 10.2

TD AMERITRADE HOLDING CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

TD Ameritrade Holding Corporation (the "Company") hereby grants you, Tim Hockey (the "Grantee"), the number of Restricted Stock Units indicated below under the Company's 1996 Long-Term Incentive Plan (the "Plan"). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Agreement (the "Agreement") and each Appendix. Subject to the provisions of Appendix A and B (attached) and of the Plan, the principal terms of this grant are as follows:


Grant Date:	01/21/2016

Total Number of


Restricted Stock Units:	158,533

This reflects the total number of Restricted Stock Units granted to you on the Grant Date, and shall be increased as of any date by the cumulative number of additional Restricted Stock Units, if any, credited by this Agreement through such date in payment of Dividend Equivalent Rights as described in paragraph 30 of Appendix A (attached) to this Agreement. *


Scheduled Vesting:	The Restricted Stock Units will vest in accordance with the schedule set forth in Appendix A and B (attached) and provisions of the Plan and this Agreement.


Settlement Date:	One Share will be issued for each Restricted Stock Unit that has vested on the Vesting Date specified in Appendix A and B (or on a date as soon as practicable, and no more than thirty (30) days, thereafter).


Acceptance:	You must accept this grant of Restricted Stock Units prior to the Acceptance Deadline, which is sixty (60) days from the Grant Date.

*Except as otherwise provided in this Agreement, or by the terms of the Plan, you will not vest in the Restricted Stock Units unless you remain employed by the Company or one of its Related Entities through the applicable Vesting Date.

Your signature below indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in the Plan and this Agreement, including Appendix A and Appendix B. Important additional information on vesting, forfeiture and the actual issuance of the Shares in settlement of the Restricted Stock Units covered by this grant are contained in paragraphs 4 through 15 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A AND APPENDIX B, WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.

THIS AGREEMENT MUST BE ACCEPTED BY YOU BY THE ACCEPTANCE DEADLINE, OR THIS GRANT OF RESTRICTED STOCK UNITS WILL AUTOMATICALLY BE CANCELED.

TD AMERITRADE HOLDING CORPORATION

By: /s/ KAREN GANZLIN

Title: Karen Ganzlin, EVP, Chief Human Resources Officer

ACCEPTED BY THE GRANTEE

Tim Hockey

Print Name

/s/ TIM HOCKEY

Signature

01/28/2016

Acceptance Date (must be within sixty (60) days of the Grant Date)

APPENDIX A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

1. Grant. The Company hereby grants to the Grantee under the Plan at the per share price of $.01, equal to the par value of a Share, the number of Restricted Stock Units indicated in the Notice of Grant, subject to all of the terms and conditions in the Agreement, Appendix A and B and the Plan.

2. No Payment of Purchase Price Necessary. When the Restricted Stock Units are settled through the issuance of Shares to the Grantee, the par value of the underlying Company Stock will be deemed paid by the Grantee for each Restricted Stock Unit through the past services rendered by the Grantee, and such deemed payment will be subject to the appropriate tax withholdings.

3. Company's Obligation to Pay. Each Restricted Stock Unit represents a right to receive, on the Vesting Date, one Share for each vested Restricted Stock Unit. Unless and until the Restricted Stock Units have vested in the manner set forth in this Agreement and Appendix A and B, the Grantee will have no right to receive settlement of Shares underlying such Restricted Stock Units. Prior to the settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation. Payment of any vested Restricted Stock Units will be made in Shares.

4. Vesting Schedule. Except as otherwise provided in paragraph 5 of this Appendix A, the Restricted Stock Units awarded by this Agreement are scheduled to vest in accordance with the vesting schedule set forth in Appendix B. Restricted Stock Units scheduled to vest on any applicable date actually will vest only if the Grantee continues to be a Service Provider through such date.

5. Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Committee.

6. Issuance of Shares after Vesting. Each Restricted Stock Unit that becomes vested under this Agreement will be settled by the Company through the issuance of Shares to the Grantee (or in the event of the Grantee's death, to his or her estate) as soon as administratively practicable following the Vesting Date, subject to paragraph 15, and in no event later than the thirtieth (30 ^th ) day following the Vesting Date.

7. Forfeiture Upon Ceasing to be a Service Provider. Other than as provided in paragraphs 9 through 14, and notwithstanding any contrary provision of this Agreement, Appendix A and Appendix B, the balance of the Restricted Stock Units that have not vested pursuant to paragraphs 4 or 5 at the time the Grantee ceases to be a Service Provider will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. The Grantee shall not be entitled to a refund of any price paid for the Restricted Stock Units forfeited to the Company pursuant to this paragraph 7.

8. Forfeiture or Repayment in Connection with Certain Events.

(a) Forfeiture or Repayment. Notwithstanding any contrary provision of this Agreement, Appendix A, Appendix B or the terms of any written agreement between the Company and the Grantee (including specifically any written employment, severance or change in control agreement) if the Committee determines (in its sole discretion, but acting in good faith) that a Clawback Event has occurred at any time while the Grantee is a Service Provider and such determination is made no later than three (3) years following the Grant Date, then: (i) the balance of the Restricted Stock Units that have not vested as of the date of such event may, in the sole discretion of the Committee, be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company; (ii) any Shares previously issued under this Agreement to the Grantee for vested Restricted Stock Units that have not been sold, transferred or otherwise disposed of by the Grantee may, in the sole discretion of the Committee, be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company; and (iii) if the Shares previously issued under this Agreement to the Grantee for vested Restricted Stock Units have been sold, transferred or otherwise disposed of by the Grantee, the Gain realized by the Grantee (or that would have been realized had the Grantee sold the Shares in an arms-length transaction) will be paid by the Grantee to the Company, if the Committee, in its sole discretion, requires such payment. If, with respect to subsections (ii) and/or (iii) in the preceding sentence, the Grantee refuses to transfer the Shares to the Company and/or make a payment to the Company equal to the Gain, the Company will, if directed by the Committee, in its sole discretion, and subject to applicable law (including any Code Section 409A considerations), recover the value of such Shares and/or Gain and, if applicable, the amount of its court costs, attorneys' fees and other costs and expenses incurred in connection with enforcing this paragraph 8 by (w) reducing the amount that would otherwise be payable to the Grantee under any compensatory plan, program or arrangement maintained by the Company or any Subsidiary, (x) withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company's (or a Subsidiary's) otherwise applicable compensation practices, (y) reducing any severance benefits that would otherwise be payable or provided to the Grantee under any plan, program or arrangement maintained or entered into by the Company or any Subsidiary (including specifically under any employment or severance agreement) or (z) by any combination of the foregoing.

(b) Discretion to Reduce Amount Subject to Forfeiture or Repayment. In the event of a Clawback Event described in paragraph 8(c)(i)(A) below and the Restricted Stock Units were issued to the Grantee as payment (in whole or part) for an award earned under the Company's Management Incentive Plan (or any other bonus plan of the Company), the Committee may, in its sole discretion, limit the amount to be forfeited by the Grantee and/or recovered from the Grantee to the amount by which the award earned under the applicable bonus plan exceeded the amount that would have been earned had the financial statements been initially filed as restated, as determined by the Committee in accordance with the terms and conditions of the applicable bonus plan. In the event the Committee exercises such discretion, if the award earned under the applicable bonus plan was paid in cash and the Restricted Stock Units, the Committee will have discretion to determine how the amount to be recovered will be allocated among the portion paid in cash and the portion paid in Restricted Stock Units. The amount of Restricted Stock Units, if any, subject to forfeiture or repayment will be covered

in the following order: first, unvested Restricted Stock Units that remain outstanding; then, Shares previously issued under this Agreement to the Grantee for vested Restricted Stock Units that have not been sold, transferred or otherwise disposed of by the Grantee; and finally, Gain realized (or that would have been realized in an arms-length transaction) by the Grantee from the sale, transfer or disposition of Shares previously issued under this Agreement to the Grantee for vested Restricted Stock Units.

(i) For purposes of this Agreement, Appendix A and Appendix B, a "Clawback Event" shall mean one or more of the following: (A) any of the Company's financial statements are required to be restated resulting from fraud or willful misconduct by the Grantee or any other person, provided that the Grantee knew or should have known of such fraud or willful misconduct; (B) any act of fraud, negligence or breach of fiduciary duty by the Grantee or any other person, provided that the Grantee knew or should have known of such fraud, negligence or breach of fiduciary duty, resulting in material loss, damage or injury to the Company; or (C) an event that triggers a clawback or recovery of compensation under a Company clawback or recovery policy as it may be established or amended from time to time, provided that any such policy generally shall be intended to apply substantially equally to all officers of the Company, except as the Committee, in its discretion, determines is reasonably necessary or appropriate to comply with applicable laws.

(ii) For purposes of this Agreement, Appendix A and Appendix B, "Gain" shall mean the Fair Market Value of a Share on the date of sale, transfer or other disposition, multiplied by the number of Shares sold, transferred or otherwise disposed of.

(d) Restrictions on Sale of Stock Pending Determination of Clawback Event. If the Company reasonably believes that a Clawback Event has occurred, the Grantee understands and agrees that the Company may, in its sole discretion, restrict the Grantee's ability to directly or indirectly sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, swap, hedge, transfer, or otherwise dispose of any shares of Company common stock held by the Grantee in his or her Company brokerage account (whether issued in connection with this Agreement or otherwise) pending a final determination by the Committee that a Clawback Event has or has not occurred. Such determination shall be made as soon as administratively practicable but in no event will the Grantee be restricted in accordance with the preceding sentence for more than that period of time reasonably necessary for the Committee to determine the existence of a Clawback Event. The Grantee further understands and agrees that that the Company shall have no responsibility or liability for any fluctuations that occur in the price of the Company's common stock or for any potential loss or gain the Grantee could have realized from the sale of his or her shares of Company common stock during the period of time in which the Grantee is restricted in accordance with this paragraph 8(d).

(e) Change of Control. Notwithstanding any contrary provision of this Agreement, Appendix A or Appendix B, this paragraph 8 will expire and have no further force or effect upon a Change of Control, except to the extent required by applicable law. Solely with respect to this paragraph 8, a "Change of Control" shall not be deemed to have occurred if the Company's outstanding Shares or substantially all of the Company's assets are purchased by TD Bank Financial Group.

(f) No Waiver. Any failure by the Company to assert the forfeiture and repayment rights under this paragraph with respect to specific claims against the Grantee shall not waive, or operate to waive, the Company’s right to later assert its rights hereunder with respect to other or subsequent claims against the Grantee.

(g) No Limitation on Remedies. The Company’s forfeiture and repayment rights under this paragraph shall be in addition to, and not in lieu of, actions the Company may take to remedy or discipline any misconduct by the Grantee including, but not limited to, termination of employment or initiation of appropriate legal action.

(h) Grantee Acknowledgement and Agreement. Without limiting the generality of any other provision herein regarding the Grantee’s understanding of and agreement to the terms and conditions of this Agreement, Appendix A and Appendix B, by signing this Agreement, the Grantee specifically acknowledges that he or she has read and understands this paragraph 8 and agrees to the terms and conditions of this paragraph, including but not limited to the forfeiture and repayment provisions of paragraph 8(a).

9. Death of Grantee. In the event that the Grantee ceases to be a Service Provider due to his or her death prior to the Vesting Date, the Restricted Stock Units will vest and be settled by the Company through the issuance of Shares to the administrator or executor of the Grantee’s estate, on a date as soon as practicable after the date of the Grantee’s death. The Company may require any administrator or executor of the Grantee’s estate to furnish (a) written notice of his or her status as transferee, or (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with Applicable Laws pertaining to the transfer of the Shares underlying the Restricted Stock Units.

10. Disability of Grantee. In the event that the Grantee ceases to be a Service Provider due to his or her Disability prior to the Vesting Date, the Restricted Stock Units will vest and be settled by the Company through the issuance of Shares to the Grantee on a date as soon as practicable after the date of the Grantee's Disability.

11. Retirement of Grantee. In the event that the Grantee ceases to be a Service Provider due to his or her voluntary retirement without Good Reason (as defined in the Employment Agreement dated November 9, 2015 between the Grantee and the Company (the "Employment Agreement")) prior to the Vesting Date, the then-unvested Restricted Stock Units will be immediately forfeited and returned to the Company at no cost to the Company.

12. Termination of Employment without Cause. In the event that the Grantee's employment is terminated by the Company without "Cause" (as defined in the Employment Agreement) prior to the Vesting Date, then the Restricted Stock Units will vest and be settled by the Company through the issuance of Shares to the Grantee on a date as soon as practicable after the termination of employment.

13. Termination of Employment following Change of Control. In the event that the Grantee voluntarily terminates employment with Good Reason (as defined in the Employment Agreement), the

Restricted Stock Units will vest and be settled by the Company through the issuance of Shares to the Grantee on a date as soon as practicable after the date of the Grantee's termination of employment.

14. Non-solicitation and Non-competition. The receipt of any Shares pursuant to this award will be subject to the Grantee, for the period of his or her employment with the Company and for a period the greater of either, twelve months or such period of time set forth in the Grantee's associate agreement, after the termination of his or her employment with the Company, not: (i) directly or indirectly soliciting customers of the Company in an attempt to have such customers cease their relationship with the Company, (ii) soliciting any employee of the Company for employment with any employer other than the Company, or (iii) directly or indirectly engaging in, having any ownership interest in or participating in any entity that as of the date of termination, competes with the Company in any substantial business of the Company or any business reasonably expected to become a substantial business of the Company. To the extent the Grantee has violated any term and condition of this paragraph 14, the Restricted Stock Units prior to settlement shall be forfeited pursuant to paragraph 7 and if Shares of Company Stock have already been issued to the Grantee, then the Grantee shall be required to either return the Shares or forfeit any gain recognized by the Grantee from the sale of such Shares. The provisions in this paragraph 14 do not in any way negate or obviate the Grantee's obligations under the Employment Agreement.

15. Withholding of Taxes. When the Shares are issued in settlement for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Related Entity) will withhold a portion of the Shares or cash otherwise issuable in settlement for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing Related Entity) with respect to the Shares. Withholding will occur at the time that the Company (or the employing Related Entity) determines is necessary or appropriate to comply with applicable law, which may be before the Restricted Stock Units are due to be settled. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder. By accepting this Award, the Grantee expressly consents to the withholding of Shares as provided for in this paragraph 15. All income and other taxes and withholding related to the Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

16. Rights as Stockholder. Except as provided pursuant to the Dividend Equivalent Rights provided in paragraph 30, neither the Grantee nor any person claiming under or through the Grantee shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Grantee (including through electronic delivery to a brokerage account) after the Vesting Date. After such issuance, recordation and delivery, the Grantee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

17. No Effect on Employment or Service. The Grantee acknowledges and agrees that this Agreement and Appendix A and B and the transactions contemplated hereunder do not constitute an express or implied promise of continued service or employment as a Service Provider for any period, or at all, and shall not interfere with the Grantee's right or the Company's (or employing Related Entity's) right to terminate the Grantee's relationship as a Service Provider at any time, with or without Cause.

18. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its General Counsel, at 6940 Columbia Gateway Drive, Suite 200, Columbia, Maryland 21046, or at such other address as the Company may hereafter designate in writing.

19. Grant is Not Transferable. Except to the limited extent provided in paragraph 9 above, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or of any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

20. Restrictions on Sale of Stock. The Shares issued as settlement for the payment for any vested Restricted Stock Units awarded under this Agreement will be registered under the federal securities laws and will be freely tradable upon receipt. However, the Grantee's subsequent sale of the Shares will be subject to paragraph 8(d) above, any market blackout-period that may be imposed by the Company and must comply with the Company's insider trading policies, and any other applicable securities laws. In addition, the Shares issued as settlement for the payment of any vested Restricted Stock Units awarded under this Agreement will also be subject to any applicable ownership guidelines and Share ownership holding periods which may be currently in effect under the Company's trading policy.

21. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

22. Conditions for Issuance of Certificates for Stock. The Shares deliverable to the Grantee may be either previously authorized but unissued Shares or issued Shares which have been reacquired by the Company. The Company shall not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; and (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; provided that issuance of

certificates for Shares hereunder is to be made in no event later than the thirtieth (30 ^th ) day following the Vesting Date.

23. Plan Governs. This Agreement and Appendix A and B is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and Appendix A and B and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms used and not defined in this Agreement and Appendix A and B shall have the meaning set forth in the Plan.

24. Committee Authority. The Committee shall have the power to interpret the Plan and this Agreement and Appendix A and B and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other persons. The Committee shall not be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement and Appendix A and B.

25. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement and Appendix A and B.

26. Agreement Severable. In the event that any provision in this Agreement and Appendix A and B shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement and Appendix A and B.

27. Entire Agreement. Other than to the extent any written employment agreement between the Grantee and the Company (including, but not limited to, the Employment Agreement) provides for (a) treatment different or (b) the definition of terms different, than that which is provided by this Agreement and Appendix A and B, this Agreement and Appendix A and B constitutes the entire understanding of the parties on the subjects covered. The Grantee expressly warrants that he or she is not executing this Agreement and Appendix A and B in reliance on any promises, representations, or inducements other than those contained herein.

28. Modifications to the Agreement. The Grantee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

29. Amendment, Suspension or Termination of the Plan. By accepting this award, the Grantee expressly warrants that he or she has a right to receive Shares under, and subject to the terms and conditions of, the Plan and this Agreement and Appendix A and B, and has received, read and understood the Plan and this Agreement and Appendix A and B. The Grantee understands that the Plan is discretionary in nature and may be modified, suspended or terminated by the Company at any time.

30. Dividend Equivalent Rights. Subject to the provisions of this paragraph 30, the number of Restricted Stock Units subject to this Agreement shall be increased by such additional Restricted Stock Units in an amount determined by the following formula: X = (A x B) / C; where:

• "X" is the number of whole Restricted Stock Units to be credited (which shall be rounded down to the next whole Share as no fractional Shares shall be credited pursuant to this Dividend Equivalent Right);

• "A" is the amount of cash dividends paid by the Company to stockholders with respect to one Share;

• "B" is the number of whole Restricted Stock Units remaining subject to this Agreement as of the cash dividend record date but immediately prior to the application of this paragraph 30; and

• "C" is the Fair Market Value of a Share on the cash dividend payment date.

The Grantee will be entitled to additional Restricted Stock Units in accordance with this paragraph 30 only if the Grantee remains a Service Provider continuously through the applicable Record Date. If a Settlement Date occurs before the cash dividend payment date, and the Grantee (if eligible in accordance with the preceding sentence) did not otherwise receive any additional Restricted Stock Units with respect to such Shares issued on the applicable Settlement Date, the Grantee shall nevertheless be entitled to receive either additional Shares or cash in lieu of such Restricted Stock Units, as determined by the Committee, in an amount determined pursuant to this paragraph 30, which shall be immediately settled through the issuance of Shares or cash, as applicable, on the cash dividend payment date (or as soon as reasonably practicable thereafter but not later than thirty (30) days after the dividend payment date) by deposit to the Grantee's Company brokerage account. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as to which applied to each underlying Share pursuant to which the Dividend Equivalent Rights were paid.

31. Code Section 409A. Notwithstanding anything to the contrary in the Agreement, Appendix A and B and/or the Plan, if the Company reasonably determines that Section 409A of the Code will result in the imposition of additional tax with respect to the settlement of the Shares underlying the Restricted Stock Units on account of the Grantee's separation from service (as defined in Section 409A of the Code), the Shares (and/or at the election of the Grantee the cash received from the sale of the Shares underlying the vested Restricted Stock Units) will not be paid to the Grantee until the date six (6) months and one (1) day following the date of the Grantee's separation from service.

32. Notice of Governing Law. This grant of Restricted Stock Units shall be governed by, and construed in accordance with, the laws of the State of Nebraska without regard to principles of conflict of laws.

APPENDIX B

VESTING SCHEDULE

OF RESTRICTED STOCK UNITS

The vesting of the Restricted Stock Units subject to this award shall be determined based on the following schedule (except as otherwise provided in Appendix A):

The Vesting Date shall be the fifth (5 ^th ) anniversary of the Date of Grant. One hundred percent (100%) of the Restricted Stock Units shall become vested on such Vesting Date.

The Settlement Date, when the vested Restricted Stock Units, if any, will be settled by issuing Shares to the Grantee shall be the date, as soon as reasonable practicable following the date the applicable Restricted Stock Units have vested in accordance with the terms of the Plan, the Agreement and this Appendix B, but in no event later than the thirtieth (30 ^th ) day following such date.

EXHIBIT 10.3

TD AMERITRADE HOLDING CORPORATION

1996 LONG-TERM INCENTIVE PLAN

NOTICE OF GRANT OF OPTION

Unless otherwise defined herein, the terms defined in the 1996 Long-Term Incentive Plan (the "Plan") will have the same defined meanings in this Notice of Grant of Option (the "Notice of Grant") and Terms and Conditions of Option Grant, attached hereto as Exhibit A (together, the "Agreement").

Participant: Tim Hockey

Participant has been granted an Option to purchase Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:

Date of Grant January 21, 2016

Vesting Commencement Date January 21, 2016

Number of Shares Granted 503,247

Exercise Price per Share $ 27.97

Total Exercise Price $ 14,075,818.59

Type of Option Non-Statutory Stock Option

Term/Expiration Date January 21, 2026

Vesting Schedule :

Subject to accelerated vesting as set forth below or in the Plan, this Option will be exercisable, in whole or in part, in accordance with the following schedule:

Twenty-five percent (25%) of the Shares subject to the Option will vest twelve (12) months after the Vesting Commencement Date, and thereafter an additional twenty-five percent (25%) shall vest on each yearly anniversary of the Vesting Commencement Date, subject to Participant continuing to be an Employee and/or Director through each such date.

Termination Period :

Subject to Sections 3, 4 and 5 of the Terms and Conditions of Option Grant, this Option will be exercisable for three (3) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Sections 13.1 and 14 of the Plan.

By Participant's signature and the signature of the Company's representative below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Agreement. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions relating to

the Plan and Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.



PARTICIPANT		TD AMERITRADE HOLDING
		CORPORATION


/s/ TIM HOCKEY		/s/ KAREN GANZLIN
Tim Hockey		By: Karen Ganzlin
		Title: EVP, Chief Human Resources Officer






Address:

EXHIBIT A

TERMS AND CONDITIONS OF OPTION GRANT

1. Grant . The Company hereby grants to the Participant named in the Notice of Grant (the "Participant") an option (the "Option") to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the "Exercise Price"), subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. Subject to Section 15.3 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

2. Vesting Schedule . Except as otherwise provided in the Notice of Grant and Section 3, 4 and 5 of this Agreement, the Option awarded by this Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Agreement, unless Participant will have been continuously an Employee and/or Director from the Date of Grant until the date such vesting occurs.

3. Death or Disability . In the event that the Participant ceases to be a Service Provider due to his death or Disability, then notwithstanding anything in the LTIP or this Agreement to the contrary, (1) the Shares subject to the Option will become fully vested, and the Option will become fully exercisable, as of the date of termination, and (2) the Participant shall have until the Expiration Date to exercise such vested Option (subject to earlier termination as provided in Section 13 and Section 14 of the LTIP).

4. Retirement . In the event that the Participant ceases to be a Service Provider due to his or her voluntary retirement without Good Reason (as defined in the Employment Agreement dated November 9, 2015 between the Grantee and the Company (the "Employment Agreement")) prior to the Vesting Date, the then-unvested the Shares subject to the Option will be immediately forfeited and returned to the Company at no cost to the Company. The Participant shall be entitled to exercise the Option, to the extent it is then vested for three (3) months after the Participant ceases to be a Service Provider.

5. Termination without Cause or Resignation for Good Reason . In the event that the Participant ceases to be a Service Provider due to his termination by the Company without Cause (as defined in the Employment Agreement) or if the Participant resigns for Good Reason (as defined in the Employment Agreement), then notwithstanding anything in the LTIP or this Agreement to the contrary, (1) the Shares subject to the Option will not be forfeited upon such termination and instead become exercisable pursuant to the Vesting Schedule set forth in the Notice of Grant, regardless of whether or not the Participant is then a Service Provider, and (2) the Participant shall have until the Expiration Date to exercise such vested Option (subject to earlier termination as provided in Section 13 and Section 14 of the LTIP).

6. Board and Committee Discretion . The Board or the Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by the Board or the Committee.

7. Exercise of Option . This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Agreement.

This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the "Exercise Notice") or in a manner and pursuant to such procedures as the Board or the Committee may determine, which will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. This Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.

8. Method of Payment . Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant:

(a) cash;

(b) check;

(d) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; or

(e) surrender of other Shares which meet the conditions established by the Committee to avoid any adverse financial accounting consequences.

9. Tax Obligations .

(a) Withholding of Taxes . Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Board or the Committee) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares. To the extent determined appropriate by the Board or the Committee in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations through the surrender of Shares which Participant already owns, or by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(b) Code Section 409A . Under Code Section 409A, an option that vests after December 31, 2004 that was granted with a per share exercise price that is determined by the Internal Revenue Service (the "IRS") to be less than the fair market value of a share of common stock on the date of grant (a "Discount Option") may be considered "deferred compensation." A Discount Option may result in (i) income recognition by Participant prior to the exercise of the option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The Discount Option may also result in additional state income, penalty and interest charges to the Participant. Participant

acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the Date of Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant will be solely responsible for Participant's costs related to such a determination.

10. Rights as Stockholder . Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

11. No Guarantee of Continued Employment or Service as a Director . PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AND/OR DIRECTOR AT THE WILL OF THE COMPANY (OR THE RELATED ENTITY EMPLOYING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE RIGHT OF THE COMPANY (OR THE RELATED ENTITY EMPLOYING PARTICIPANT) TO TERMINATE PARTICIPANT'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

12. Address for Notices . Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company in care of its Chief Human Resources Officer, at 200 South 108 ^th Avenue, Omaha, Nebraska 68154, or at such other address as the Company may hereafter designate in writing.

13. Grant is Not Transferable . This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant.

14. Binding Agreement . Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

15. Additional Conditions to Issuance of Stock . If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.

16. Plan Governs . This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Agreement will have the meaning set forth in the Plan.

17. Board or Committee Authority . The Board or the Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). All actions taken and all interpretations and determinations made by the Board or the Committee in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Board or the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

18. Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future Options that may be awarded under the Plan by electronic means or request Participant's consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

19. Captions . Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

20. Agreement Severable . In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

21. Modifications to the Agreement . This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

22. Amendment, Suspension or Termination of the Plan . By accepting this Award, Participant expressly warrants that he or she has received an Option under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

23. Governing Law . This Agreement will be governed by the laws of the State of New York, without giving effect to the conflict of law principles thereof. The Participant agree that any and all disputes arising out of the terms of this Agreement, their interpretation and any of the matters herein released, will be subject to binding arbitration in Jersey City, New Jersey before the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, supplemented by the New Jersey Rules of Civil Procedure. The Company and the Participant agree that the prevailing party in any arbitration will be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Company and the Participant hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury. This paragraph will not prevent either party from seeking injunctive relief (or any other provisional remedy) from any court

having jurisdiction over the Company and the Participant and the subject matter of their dispute relating to Participant's obligations under this Agreement.

EXHIBIT B

TD AMERITRADE HOLDING CORPORATION

1996 LONG-TERM INCENTIVE PLAN

EXERCISE NOTICE

TD AMERITRADE Holding Corporation

200 South 108th Avenue

Omaha, Nebraska 68154

Attention: EVP, Chief Human Resources Officer

1. Exercise of Option . Effective as of today, ________________, _____, the undersigned ("Purchaser") hereby elects to purchase ______________ shares (the "Shares") of the Stock of TD Ameritrade Holding Corporation (the "Company") under and pursuant to the 1996 Long-Term Incentive Plan (the "Plan") and the Stock Option Agreement dated ________ (the "Agreement"). The purchase price for the Shares will be $_____________, as required by the Agreement.

2. Delivery of Payment . Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax withholding to be paid in connection with the exercise of the Option.

3. Representations of Purchaser . Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Stockholder . Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired will be issued to Participant as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 5.3 of the Plan.

5. Tax Consultation . Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

6. Entire Agreement; Governing Law . The Plan and Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of New York.



Submitted by:		Accepted by:

PURCHASER		TD AMERITRADE HOLDING
		CORPORATION




Signature		By


Print Name		Its

Address:




		Date Received

EXHIBIT 10.4

TD AMERITRADE HOLDING CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

TD Ameritrade Holding Corporation (the "Company") hereby grants you, J. Thomas Bradley, Jr. (the "Grantee"), the number of Restricted Stock Units indicated below under the Company's 1996 Long-Term Incentive Plan (the "Plan"). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Agreement (the "Agreement") and each Appendix. Subject to the provisions of Appendix A and B (attached) and of the Plan, the principal terms of this grant are as follows:


Grant Date:	11/25/2015

Total Number of


Restricted Stock Units:	27,587


Scheduled Vesting:	The Restricted Stock Units will vest in accordance with the schedule set forth in Appendix A and B (attached) and provisions of the Plan and this Agreement.


Settlement Date:	One Share will be issued for each Restricted Stock Unit that has vested on the Vesting Date specified in Appendix A and B (or on a date as soon as practicable, and no more than thirty (30) days, thereafter).


Acceptance:	You must accept this grant of Restricted Stock Units prior to the Acceptance Deadline, which is sixty (60) days from the Grant Date.

THIS AGREEMENT MUST BE ACCEPTED BY YOU BY THE ACCEPTANCE DEADLINE, OR THIS GRANT OF RESTRICTED STOCK UNITS WILL AUTOMATICALLY BE CANCELED.

TD AMERITRADE HOLDING CORPORATION

By: /s/ KAREN GANZLIN

Title: Karen Ganzlin, EVP, Chief Human Resources Officer

ACCEPTED BY THE GRANTEE

J. Thomas Bradley, Jr.

Print Name

/s/ J. THOMAS BRADLEY, JR.

Signature

12/07/2015

Acceptance Date (must be within sixty (60) days of the Grant Date)

APPENDIX A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

7. Forfeiture Upon Ceasing to be an Employee. Other than as provided in paragraphs 9 through 14, and notwithstanding any contrary provision of this Agreement, Appendix A and Appendix B, the balance of the Restricted Stock Units that have not vested pursuant to paragraphs 4 or 5 at the time the Grantee ceases to be an Employee will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. The Grantee shall not be entitled to a refund of any price paid for the Restricted Stock Units forfeited to the Company pursuant to this paragraph 7.

8. Forfeiture or Repayment in Connection with Certain Events.

(a) Forfeiture or Repayment. Notwithstanding any contrary provision of this Agreement, Appendix A, Appendix B or the terms of any written agreement between the Company and the Grantee (including specifically any written employment, severance or change in control agreement) if the Committee determines (in its sole discretion, but acting in good faith) that a Clawback Event has occurred at any time while the Grantee is an Employee and such determination is made no later than three (3) years following the Grant Date, then: (i) the balance of the Restricted Stock Units that have not vested as of the date of such event may, in the sole discretion of the Committee, be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company; (ii) any Shares previously issued under this Agreement to the Grantee for vested Restricted Stock Units that have not been sold, transferred or otherwise disposed of by the Grantee may, in the sole discretion of the Committee, be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company; and (iii) if the Shares previously issued under this Agreement to the Grantee for vested Restricted Stock Units have been sold, transferred or otherwise disposed of by the Grantee, the Gain realized by the Grantee (or that would have been realized had the Grantee sold the Shares in an arms-length transaction) will be paid by the Grantee to the Company, if the Committee, in its sole discretion, requires such payment. If, with respect to subsections (ii) and/or (iii) in the preceding sentence, the Grantee refuses to transfer the Shares to the Company and/or make a payment to the Company equal to the Gain, the Company will, if directed by the Committee, in its sole discretion, and subject to applicable law (including any Code Section 409A considerations), recover the value of such Shares and/or Gain and, if applicable, the amount of its court costs, attorneys' fees and other costs and expenses incurred in connection with enforcing this paragraph 8 by (w) reducing the amount that would otherwise be payable to the Grantee under any compensatory plan, program or arrangement maintained by the Company or any Subsidiary, (x) withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company's (or a Subsidiary's) otherwise applicable compensation practices, (y) reducing any severance benefits that would otherwise be payable or provided to the Grantee under any plan, program or arrangement maintained or entered into by the Company or any Subsidiary (including specifically under any employment or severance agreement) or (z) by any combination of the foregoing.

paid in Restricted Stock Units. The amount of Restricted Stock Units, if any, subject to forfeiture or repayment will be covered in the following order: first, unvested Restricted Stock Units that remain outstanding; then, Shares previously issued under this Agreement to the Grantee for vested Restricted Stock Units that have not been sold, transferred or otherwise disposed of by the Grantee; and finally, Gain realized (or that would have been realized in an arms-length transaction) by the Grantee from the sale, transfer or disposition of Shares previously issued under this Agreement to the Grantee for vested Restricted Stock Units.

(e) Change of Control. Notwithstanding any contrary provision of this Agreement, Appendix A or Appendix B, this paragraph 8 will expire and have no further force or effect upon a Change of Control. Solely with respect to this paragraph 8, a "Change of Control" shall not be deemed to have occurred if the Company's outstanding Shares or substantially all of the Company's assets are purchased by TD Bank Financial Group.

(f) No Waiver. Any failure by the Company to assert the forfeiture and repayment rights under this paragraph with respect to specific claims against the Grantee shall not waive, or operate to waive, the Company's right to later assert its rights hereunder with respect to other or subsequent claims against the Grantee.

(g) No Limitation on Remedies. The Company's forfeiture and repayment rights under this paragraph shall be in addition to, and not in lieu of, actions the Company may take to remedy or discipline any misconduct by the Grantee including, but not limited to, termination of employment or initiation of appropriate legal action.

(h) Grantee Acknowledgement and Agreement. Without limiting the generality of any other provision herein regarding the Grantee's understanding of and agreement to the terms and conditions of this Agreement, Appendix A and Appendix B, by signing this Agreement, the Grantee specifically acknowledges that he or she has read and understands this paragraph 8 and agrees to the terms and conditions of this paragraph, including but not limited to the forfeiture and repayment provisions of paragraph 8(a).

9. Death of Grantee. In the event that the Grantee ceases to be an Employee due to his or her death prior to the Vesting Date, the Restricted Stock Units will vest and be settled by the Company through the issuance of Shares to the administrator or executor of the Grantee's estate, on a date as soon as practicable after the date of the Grantee's death. The Company may require any administrator or executor of the Grantee's estate to furnish (a) written notice of his or her status as transferee, or (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with Applicable Laws pertaining to the transfer of the Shares underlying the Restricted Stock Units.

10. Disability of Grantee. In the event that the Grantee ceases to be an Employee due to his or her Disability prior to the Vesting Date, the Restricted Stock Units will vest and be settled by the Company through the issuance of Shares to the Grantee on a date as soon as practicable after the date of the Grantee's Disability.

11. Retirement of Grantee. In the event that the Grantee ceases to be an Employee due to his or her Retirement (as defined below) prior to the Vesting Date, the Restricted Stock Units will vest and be settled by the Company through the issuance of Shares to the Grantee on a date as soon as practicable after the date of the Grantee's Retirement. For the purposes of this Agreement, "Retirement" shall mean a termination of employment by the Company for any reason, other than "Cause" (as defined below in paragraph 12), after attaining age fifty-five (55) and after having at least ten (10) years of continuous service with the Company. For avoidance of doubt, a Grantee's election to voluntarily terminate his or her employment due to Retirement will not entitle the Grantee to vesting and settlement of the Restricted Stock Units as otherwise contemplated by this Section 11.

12. Termination of Employment without Cause. In the event that the Grantee's employment is terminated by the Company without "Cause" (as defined below) prior to the Vesting Date, then the actual number of Shares to be issued upon settlement of the Restricted Stock Units, so long as permissible by the terms of the Plan, will be determined as follows: (A) the total number of Restricted Stock Units subject to this award shall be pro-rated based on the number of twelve (12) month periods which have

elapsed since the Date of Grant and through the date of the Grantee's termination of employment, then such pro-rated number of Restricted Stock Units shall (B) vest in accordance with, and pursuant to, paragraph 4. For the purposes of this Agreement, "Cause" shall mean the Grantee's: (a) failure to substantially perform his or her duties as an Employee, other than due to illness, injury or Disability; (b) willful engaging in conduct which is materially injurious to the Company; (c) misconduct involving serious moral turpitude, or any conviction of, or plea of nolo contendre to, a criminal offense arising out of a breach of trust, embezzlement or fraud committed against the Company by the Grantee in the course of the Grantee's employment with the Company; (d) any violation of paragraph 14 of this Appendix A; or (e) any other action which might be considered "gross misconduct" under the Company's applicable associate handbook.

13. Termination of Employment following Change of Control. In the event that the Grantee's employment is terminated by the Company for any reason, other than for Cause (as defined above) within twenty-four (24) months following a Change of Control and prior to the Vesting Date, the Restricted Stock Units will vest and be settled by the Company through the issuance of Shares to the Grantee on a date as soon as practicable after the date of the Grantee's termination of employment.

other taxes and withholding related to the Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

17. No Effect on Employment or Service. The Grantee acknowledges and agrees that this Agreement and Appendix A and B and the transactions contemplated hereunder do not constitute an express or implied promise of continued service or employment as an Employee for any period, or at all, and shall not interfere with the Grantee's right or the Company's (or employing Related Entity's) right to terminate the Grantee's relationship as an Employee at any time, with or without Cause.

25. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement and Appendix A and B.

27. Entire Agreement. Other than to the extent any written employment agreement between the Grantee and the Company provides for (a) treatment different or (b) the definition of terms different, than that which is provided by this Agreement and Appendix A and B, this Agreement and Appendix A and B constitutes the entire understanding of the parties on the subjects covered. The Grantee expressly warrants that he or she is not executing this Agreement and Appendix A and B in reliance on any promises, representations, or inducements other than those contained herein.

28. Modifications to the Agreement. The Grantee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those

contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

• "A" is the amount of cash dividends paid by the Company to stockholders with respect to one Share;

• "B" is the number of whole Restricted Stock Units remaining subject to this Agreement as of the cash dividend record date but immediately prior to the application of this paragraph 30; and

• "C" is the Fair Market Value of a Share on the cash dividend payment date.

The Grantee will be entitled to additional Restricted Stock Units in accordance with this paragraph 30 only if the Grantee remains an Employee continuously through the applicable Record Date. If a Settlement Date occurs before the cash dividend payment date, and the Grantee (if eligible in accordance with the preceding sentence) did not otherwise receive any additional Restricted Stock Units with respect to such Shares issued on the applicable Settlement Date, the Grantee shall nevertheless be entitled to receive either Shares or cash in lieu of such Restricted Stock Units, as determined by the Committee, in an amount determined pursuant to this paragraph 30, which shall be immediately settled through the issuance of Shares or cash, as applicable, on the cash dividend payment date (or as soon as reasonably practicable thereafter but not later than thirty (30) days after the dividend payment date) by deposit to the Grantee's Company brokerage account. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as to which applied to each underlying Share pursuant to which the Dividend Equivalent Rights were paid.

the Shares underlying the vested Restricted Stock Units) will not be paid to the Grantee until the date six (6) months and one (1) day following the date of the Grantee's separation from service.

APPENDIX B

VESTING SCHEDULE

OF RESTRICTED STOCK UNITS

The vesting of the Restricted Stock Units subject to this award shall be determined based on the following schedule (except as otherwise provided in Appendix A):

The Vesting Date shall be the fifth (5th) anniversary of the Date of Grant. One hundred percent (100%) of the Restricted Stock Units shall become vested on such Vesting Date.

EXHIBIT 15.1

Awareness Letter of Independent Registered Public Accounting Firm

The Board of Directors

TD Ameritrade Holding Corporation

We are aware of the incorporation by reference in the following Registration Statements of TD Ameritrade Holding Corporation:


(1)	Registration Statement (Form S-8 No. 333-132016)


(2)	Registration Statement (Form S-8 No. 333-105336)


(3)	Registration Statement (Form S-8 No. 333-86164)


(4)	Registration Statement (Form S-8 No. 333-77573) pertaining to the Associates’ 401(k) Profit Sharing Plan and Trust


(5)	Registration Statement (Form S-8 No. 333-160073)


(6)	Registration Statement (Form S-3 No. 333-163211)


(7)	Registration Statement (Form S-3 No. 333-185286)

of our report dated February 4, 2016 relating to the unaudited condensed consolidated interim financial statements of TD Ameritrade Holding Corporation that are included in its Form 10-Q for the quarter ended December 31, 2015 .

/s/ ERNST & YOUNG LLP

Chicago, Illinois

February 4, 2016

EXHIBIT 31.1

CERTIFICATION

I, Fredric J. Tomczyk, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of TD Ameritrade Holding Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 4, 2016



	/ S / FREDRIC J. TOMCZYK
	Fredric J. Tomczyk
	Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Stephen J. Boyle, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of TD Ameritrade Holding Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 4, 2016



	/s/ STEPHEN J. BOYLE
	Stephen J. Boyle
	Executive Vice President, Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify that the Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 filed by TD Ameritrade Holding Corporation with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the report fairly presents, in all material respects, the financial condition and results of operations of TD Ameritrade Holding Corporation.




Dated:	February 4, 2016	/s/ FREDRIC J. TOMCZYK
		Fredric J. Tomczyk
		Chief Executive Officer

Dated:	February 4, 2016	/s/ STEPHEN J. BOYLE
		Stephen J. Boyle
		Executive Vice President,
		Chief Financial Officer