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||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
|
||||||||
Washington, D.C. 20549
|
||||||||
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FORM 10-K
|
||||||||
þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|||||||
|
For the fiscal year ended September 30, 2018
|
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|
||
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|||||||
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For the transition period from to
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Commission file number: 1-35509
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||||||||
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TD Ameritrade Holding Corporation
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||||||||
(Exact name of registrant as specified in its charter)
|
||||||||
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Delaware
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82-0543156
|
||||||
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
|
||||||
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200 South 108
th
Avenue,
Omaha, Nebraska 68154
(Address of principal executive offices) (Zip Code)
(800) 669-3900
(Registrant's telephone number, including area code)
|
||||||||
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|
||
Securities registered pursuant to Section 12(b) of the Act:
|
||||||||
Title of each class
|
|
Name of each exchange on which registered
|
||||||
Common Stock — $0.01 par value
|
|
The Nasdaq Stock Market LLC
Nasdaq Global Select Market
|
||||||
Securities registered pursuant to Section 12(g) of the Act:
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||||||||
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(Title of class)
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None
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||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
þ
No
¨
|
||||||||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
¨
No
þ
|
||||||||
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
þ
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 (or for such shorter period that the registrant was required to submit and post such files). Yes
þ
No
¨
|
||||||||
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
þ
|
||||||||
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.
|
||||||||
Large accelerated filer
þ
|
Accelerated filer
¨
|
Smaller reporting company
¨
|
||||||
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Emerging growth company
¨
|
|||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
|
||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
¨
No
þ
|
||||||||
The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $33.3 billion computed by reference to the closing sale price of the stock on the Nasdaq Global Select Market on March 29, 2018, the last trading day of the registrant's most recently completed second fiscal quarter.
|
||||||||
The number of shares of common stock outstanding as of November 1, 2018 was 562,369,568 shares.
|
||||||||
DOCUMENTS INCORPORATED BY REFERENCE
|
||||||||
Definitive Proxy Statement relating to the registrant's 2019 Annual Meeting of Stockholders to be filed hereafter (incorporated into Part III hereof).
|
||||||||
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Page No.
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Item 1.
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Item 1A.
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||
Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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||
Item 9A.
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Item 9B.
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Item 10.
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||
Item 11.
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||
Item 12.
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||
Item 13.
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Item 14.
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Item 15.
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||
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||
|
|
•
|
Focus on brokerage services.
We continue to focus on attracting retail investors and traders, and RIAs to our brokerage services. This focused strategy is designed to enable us to maintain our low operating cost structure while offering our clients outstanding products and services. We primarily route orders for execution of client trades on an agency, rather than a principal, basis. We maintain an inventory of fixed income securities to meet client demand.
|
•
|
Provide a comprehensive investor solution.
We continue to expand our suite of diversified investment products and services to best serve investors' needs. We help clients make investment decisions by providing investment tools, guidance, education and objective third-party research at levels that meet the needs of our clients.
|
•
|
Continue to be a leader in the RIA industry.
We provide RIAs with comprehensive brokerage and custody services supported by our robust integrated technology platform, customized personal service and practice management solutions.
|
•
|
Leverage our infrastructure to add incremental revenue.
Through our proprietary technology, we are able to provide a robust online experience for retail investors and traders. Our low-cost, scalable systems provide speed, reliability and quality trade execution services for clients. The scalable capacity of our trading system
|
•
|
Continue to be a low-cost provider of quality services.
We achieve low operating costs per trade by creating economies of scale, utilizing our proprietary transaction-processing systems, continuing to automate processes and locating much of our operations in low-cost geographical areas. This low fixed-cost infrastructure provides us with significant financial flexibility. In addition, our bank deposit account arrangements with The Toronto-Dominion Bank ("TD") and other third-party financial institutions enable 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.
|
•
|
Continue to differentiate our offerings through innovative technologies and service enhancements.
We have been an innovator in our industry for over 40 years. We continually strive to provide our clients with the ability to customize their investing and trading experience. We provide our clients greater choice by offering features and functionality to meet their specific needs.
|
•
|
Leverage the TD Ameritrade brand.
We believe that we have a superior brand identity and that our advertising has established TD Ameritrade as a leading brand in the retail brokerage market.
|
•
|
Continue to evaluate opportunities for growth through acquisitions.
When evaluating potential acquisitions, we look for transactions that will give us operational leverage, technological leverage, increased market share or other strategic opportunities.
|
•
|
tdameritrade.com Web Platform
is our core offering for self-directed retail investors and traders. We offer a broad array of tools and services, including alerts, screeners, conditional orders and free fundamental third-party research. Modules such as streaming news, stock events, and account balances allow clients to stay well informed. Free planning tools are also provided, such as Portfolio Planner to efficiently create a bundle of securities to trade, invest and rebalance and Retirement Planner to assess retirement needs. Social Signals is a trading resource that pulls insights from Twitter and compiles them in one place. A variety of third-party research supports clients in evaluating potential investments. Dividend Income Estimator allows clients to
calculate and visualize estimated dividend income for their current holdings, watch list positions and specific securities
.
|
•
|
thinkorswim
®
is a downloadable desktop platform designed for advanced traders, featuring easy-to-use interfaces, elite-level trading and analytical tools for complex trading strategies. Clients who use thinkorswim trade a broad range of products including stock and stock options, index options, futures and futures options, foreign exchange and exchange-traded funds ("ETFs").
|
•
|
TD Ameritrade Mobile
allows on-the-go investors and traders to trade and monitor accounts from web-enabled mobile devices with features such as alerts, research, streaming market commentary and the ability to deposit a check directly from a smartphone or tablet. Through our mobile apps, clients can interact with our agents through chat messaging capabilities to service their accounts. Access is available through the TD Ameritrade Mobile App, the more advanced TD Ameritrade Mobile Trader App or via a mobile browser at the TD Ameritrade Mobile Site.
|
•
|
TD Ameritrade Institutional
is a leading provider of comprehensive brokerage and custody services to more than 6,000 independent RIAs and their clients. Our advanced technology platform, coupled with personal support from our dedicated service teams, allows RIAs to grow and manage their practices more effectively and efficiently while optimizing time with clients. Additionally, TD Ameritrade Institutional provides a robust offering of products, programs and services. These services are all designed to help advisors build their businesses and help their clients meet their financial goals.
|
•
|
TD Ameritrade Education
offers a suite of investor education for stocks, options, income investing and portfolio management. TD Ameritrade Education offers free education to our clients primarily built around an investing method that is designed to teach investors, regardless of experience, how to approach the selection process for investment securities and actively manage their investment portfolios. Course offerings are accompanied by all-day webcasts on a variety of investing topics and live events for beginner, intermediate and advanced investors.
|
•
|
TD Ameritrade's Goal Planning
sessions are a complimentary service where clients meet with a financial consultant and develop an investment plan, based on a variety of factors including personal goals, time to achieve goal, risk tolerance, assets and net worth. Clients learn how likely they are to achieve their goals and how hypothetical changes to their decisions could influence their plan.
|
•
|
Essential Portfolios
is an automated, low-cost investing solution that uses advanced technology to help long-term investors pursue their financial goals, with access to five non-proprietary goal-oriented ETF portfolios. Our subsidiary, TD Ameritrade Investment Management, LLC ("TDAIM"), recommends an investment portfolio based on an investor's objective, time horizon and risk tolerance.
|
•
|
Selective Portfolios
(formerly known as Amerivest
®
) is an advisory service that develops portfolios of ETFs or mutual funds, along with cash and cash alternatives, to help long-term investors pursue their financial goals. Our subsidiary, TDAIM, recommends an investment portfolio based on an investor's objective, time horizon and risk tolerance.
|
•
|
Personalized Portfolios
is a more sophisticated advisory service designed to create a customized portfolio of ETFs or mutual funds that aims to satisfy each client's unique goals - balancing digital elements and human touch from credentialed portfolio and investment professionals. Also powered by TDAIM, the portfolios are based on each investor's objectives, risk tolerance and time horizon.
|
•
|
AdvisorDirect
®
is a national referral service for investors who wish to engage the services of an independent RIA. AdvisorDirect refers interested investors to one or more independent RIAs that are unaffiliated with TD Ameritrade and that offer investment management and/or financial planning services to investors served by TD Ameritrade's branch offices. We strive to have all independent RIAs participating in AdvisorDirect meet or exceed TD Ameritrade's professional eligibility requirements.
|
•
|
TD Ameritrade Network
is our broadcast network, offering real-time market news, insights and investor education. The network's programming features experienced journalists and financial professionals.
|
•
|
TD Ameritrade Corporate Services
provides self-directed brokerage services to employees of corporations, either directly in partnership with the employer or through joint marketing relationships with third-party administrators, such as 401(k) providers and employee benefit consultants. Trust and custody services are also offered to a wide range of plan types through our subsidiary, TD Ameritrade Trust Company.
|
•
|
TD Ameritrade Singapore Pte. Ltd. and TD Ameritrade Hong Kong Ltd.
enable retail investors in Singapore and Hong Kong to trade the U.S. markets by providing access to trading technology, low commission rates, free education and customer service. Clients can trade stocks, ETFs, options, futures, and options on futures using the thinkorswim trading platform and thinkorswim Mobile. TD Ameritrade Singapore Pte. Ltd. is licensed by the Monetary Authority of Singapore and TD Ameritrade Hong Kong Ltd. is licensed by the Securities and Futures Commission.
|
•
|
Common and preferred stock.
Clients can purchase common and preferred stocks, American Depository Receipts and closed-end funds traded on any United States exchange or quotation system.
|
•
|
Exchange-Traded Funds.
ETFs are baskets of securities (stocks or bonds) that typically track recognized indices. They are similar to mutual funds, except that they trade on an exchange like stocks. Our ETF Market Center offers our clients approximately 300 commission-free ETFs from leading providers with Morningstar Associates, LLC research and ratings and diverse investment strategies. Trades in these ETFs are commission-free, provided the funds are held for 30 days or longer. Our website includes an ETF screener, along with independent research and commentary, to assist investors in their decision-making.
|
•
|
Options.
We offer a full range of option trades, including complex and multi-leg option strategies.
|
•
|
Futures.
We offer futures trades, as well as options on futures, in a wide variety of commodities, stock indices and currencies.
|
•
|
Foreign exchange.
We offer access to trading in over 75 different currency pairs.
|
•
|
Mutual funds.
Clients can compare and select from a portfolio of over 13,000 mutual funds from leading fund families, including a broad range of no-transaction-fee ("NTF") funds. Clients can also easily exchange funds within the same mutual fund family.
|
•
|
Fixed income.
We offer our clients access to a variety of Treasury, corporate, government agency and municipal bonds, as well as certificates of deposit.
|
•
|
New and secondary issue securities.
We offer primary and secondary offerings of fixed income securities, closed-end funds, common stock and preferred stock.
|
•
|
Margin lending.
We extend credit to clients who maintain margin accounts. Portfolio margin, which bases margin requirements on the net exposure of all positions in an account rather than just on individual positions, is also available for accounts with net liquidating values of at least $125,000.
|
•
|
Cash management services.
Through third-party banking relationships, we offer FDIC-insured deposit accounts and money market mutual funds to our clients as cash sweep alternatives. Through these relationships, we also offer free standard checking, free online bill pay and ATM services with unlimited ATM fee reimbursements at any machine nationwide.
|
•
|
Annuities.
We offer access to a full range of competitively priced fixed and variable annuities provided by highly-rated insurance carriers.
|
|
|
Percentage of Net Revenues
Fiscal Year Ended September 30,
|
|||||||
Class of Service
|
|
2018
|
|
2017
|
|
2016
|
|||
Commissions and transaction fees
|
|
36.1
|
%
|
|
37.6
|
%
|
|
41.2
|
%
|
Bank deposit account fees
|
|
28.3
|
%
|
|
30.1
|
%
|
|
27.8
|
%
|
Net interest revenue
|
|
23.3
|
%
|
|
18.8
|
%
|
|
17.9
|
%
|
Investment product fees
|
|
10.2
|
%
|
|
11.5
|
%
|
|
11.3
|
%
|
Other revenues
|
|
2.1
|
%
|
|
2.0
|
%
|
|
1.8
|
%
|
Net revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Ensuring prompt response to client service calls through adequate staffing with properly trained and motivated personnel in our client service departments, a majority of whom hold the Series 7 license;
|
•
|
Tailoring client service to the particular expectations of clients; and
|
•
|
Expanding our use of technology to provide automated responses to the most typical inquiries generated in the course of clients' trading, investing and related activities.
|
•
|
Websites.
Our websites provide information on how to use our services, a variety of self-service capabilities and an in-depth education center that includes a selection of online investing courses. Clients also have access to a virtual agent that enables them to ask questions about our products, tools and services, as well as access to live agents through chat capabilities.
|
•
|
Branches.
We offer a nationwide network of retail branch offices, with more than 360 retail branches located in 48 states and the District of Columbia.
|
•
|
Email.
Clients are encouraged to use email to contact our client service representatives. Our operating standards require a response within 24 hours of receipt of the email; however, we strive to respond within four hours after receiving the original message.
|
•
|
Telephone.
For clients who choose to call or whose inquiries necessitate calling one of our client service representatives, we provide a toll-free number that connects to advanced call handling systems. These systems provide automated answering and directing of calls to the proper department. Our systems also allow linkage between caller identification and the client database to give the client service representative
|
•
|
TTY services for the hearing impaired
. To ensure effective communication in connection with the provision of financial services, we provide sign language and oral interpreters and/or other auxiliary aids and services free of charge for the hearing impaired.
|
•
|
Mobile app
. Support on our TD Ameritrade Mobile Trader App allows clients to text with a trading specialist for immediate answers to their questions or share their screen for help with navigating the app.
|
•
|
Maintaining client accounts;
|
•
|
Extending credit in a margin account to the client;
|
•
|
Engaging in securities lending and borrowing transactions;
|
•
|
Settling securities transactions with clearinghouses such as The Depository Trust & Clearing Corporation and The Options Clearing Corporation;
|
•
|
Settling commissions and transaction fees;
|
•
|
Preparing client trade confirmations and statements;
|
•
|
Performing designated cashiering functions, including the delivery and receipt of funds and securities to or from the client;
|
•
|
Possession, control and safeguarding of funds and securities in client accounts;
|
•
|
Processing cash sweep transactions to and from bank deposit accounts and money market mutual funds;
|
•
|
Transmitting tax accounting information to the client and to the applicable tax authority; and
|
•
|
Forwarding prospectuses, proxy materials and other shareholder information to clients.
|
•
|
the Scottrade acquisition might not further our business strategy as we expected, we might not integrate Scottrade's business or technology as successfully as we expected, or we might have overpaid for Scottrade or otherwise might not realize the expected return on our investment to the extent or in the timeframe forecasted, which could adversely affect our business or results of operations;
|
•
|
we may not realize the benefits or cost savings anticipated to be derived from the Scottrade acquisition as initially predicted, if at all, for a number of reasons, including if a larger than predicted number of customers decide not to continue to use Scottrade's or our services;
|
•
|
our financial condition or results of operations could be adversely impacted by: claims or liabilities that we assumed from Scottrade or that are otherwise related to the acquisition, including claims made by government agencies, terminated employees, current or former customers, former stockholders or other third parties; contractual relationships of Scottrade that we would not have entered into but for the merger, the termination or modification of which may be costly or disruptive to our business; and intellectual property claims or disputes; and
|
•
|
we may have failed to identify or assess the magnitude of liabilities, shortcomings or other circumstances of Scottrade, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes, a loss of anticipated tax benefits or other adverse effects on our business, financial condition or results of operations.
|
•
|
difficulties in the integration of acquired operations, services and products;
|
•
|
failure to achieve expected synergies;
|
•
|
diversion of management's attention from other business concerns;
|
•
|
assumption of unknown material liabilities of acquired companies;
|
•
|
amortization of acquired intangible assets, which could reduce future reported earnings;
|
•
|
potential loss of clients or key employees of acquired companies; and
|
•
|
dilution to existing stockholders.
|
•
|
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 (i) TD or (ii) J. Joe Ricketts, our founder, and certain members of his family and trusts held for their benefit, who currently have registration rights covering approximately 234 million shares and 59 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.
|
•
|
incur additional indebtedness;
|
•
|
create liens;
|
•
|
sell all or substantially all of our assets;
|
•
|
change the nature of our business;
|
•
|
merge or consolidate with another entity; and
|
•
|
conduct transactions with affiliates.
|
•
|
create liens;
|
•
|
merge or consolidate with another entity; and
|
•
|
sell all or substantially all of our assets.
|
•
|
$500 million of 5.600% Senior Notes with principal due in full on December 1, 2019;
|
•
|
$600 million of variable-rate Senior Notes with principal due in full on November 1, 2021;
|
•
|
$750 million of 2.950% Senior Notes with principal due in full on April 1, 2022;
|
•
|
$400 million of 3.750% Senior Notes with principal due in full on April 1, 2024;
|
•
|
$500 million of 3.625% Senior Notes with principal due in full on April 1, 2025; and
|
•
|
$800 million of 3.300% Senior Notes with principal due in full on April 1, 2027.
|
•
|
the presence of a classified board of directors;
|
•
|
the ability of the board of directors to issue and determine the terms of preferred stock;
|
•
|
advance notice requirements for inclusion of stockholder proposals at stockholder meetings; and
|
•
|
the anti-takeover provisions of Delaware law.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
Common Stock Price
For the Fiscal Year Ended September 30,
|
||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
|
$
|
54.24
|
|
|
$
|
46.66
|
|
|
$
|
44.79
|
|
|
$
|
33.26
|
|
Second Quarter
|
|
$
|
63.01
|
|
|
$
|
50.66
|
|
|
$
|
47.41
|
|
|
$
|
36.36
|
|
Third Quarter
|
|
$
|
62.99
|
|
|
$
|
54.75
|
|
|
$
|
44.11
|
|
|
$
|
36.12
|
|
Fourth Quarter
|
|
$
|
60.99
|
|
|
$
|
52.73
|
|
|
$
|
49.24
|
|
|
$
|
41.88
|
|
|
Period Ended
|
|||||||||||
Index
|
9/30/13
|
9/30/14
|
9/30/15
|
9/30/16
|
9/30/17
|
9/30/18
|
||||||
TD Ameritrade Holding Corporation
|
100.00
|
|
131.74
|
|
127.87
|
|
144.69
|
|
203.98
|
|
224.23
|
|
S&P 500
|
100.00
|
|
119.73
|
|
119.00
|
|
137.36
|
|
162.92
|
|
192.10
|
|
Peer Group
|
100.00
|
|
139.85
|
|
140.76
|
|
156.83
|
|
221.57
|
|
253.58
|
|
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
|
|||||
July 1, 2018 — July 31, 2018
|
|
6,710
|
|
|
$
|
54.81
|
|
|
—
|
|
|
25,979,986
|
|
August 1, 2018 — August 31, 2018
|
|
1,393,833
|
|
|
$
|
57.55
|
|
|
1,392,199
|
|
|
24,587,787
|
|
September 1, 2018 — September 30, 2018
|
|
3,199,234
|
|
|
$
|
54.64
|
|
|
3,197,128
|
|
|
21,390,659
|
|
Total — Three months ended September 30, 2018
|
|
4,599,777
|
|
|
$
|
55.52
|
|
|
4,589,327
|
|
|
21,390,659
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
|
|
2018*
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
$
|
5,452
|
|
|
$
|
3,676
|
|
|
$
|
3,327
|
|
|
$
|
3,247
|
|
|
$
|
3,123
|
|
Operating income
|
|
1,998
|
|
|
1,466
|
|
|
1,318
|
|
|
1,325
|
|
|
1,285
|
|
|||||
Net income
|
|
1,473
|
|
|
872
|
|
|
842
|
|
|
813
|
|
|
787
|
|
|||||
Earnings per share — basic
|
|
$
|
2.60
|
|
|
$
|
1.65
|
|
|
$
|
1.59
|
|
|
$
|
1.50
|
|
|
$
|
1.43
|
|
Earnings per share — diluted
|
|
$
|
2.59
|
|
|
$
|
1.64
|
|
|
$
|
1.58
|
|
|
$
|
1.49
|
|
|
$
|
1.42
|
|
Weighted average shares outstanding — basic
|
|
567
|
|
|
529
|
|
|
531
|
|
|
543
|
|
|
550
|
|
|||||
Weighted average shares outstanding — diluted
|
|
569
|
|
|
531
|
|
|
534
|
|
|
547
|
|
|
554
|
|
|||||
Dividends declared per share
|
|
$
|
0.84
|
|
|
$
|
0.72
|
|
|
$
|
0.68
|
|
|
$
|
0.60
|
|
|
$
|
0.98
|
|
|
|
As of September 30,
|
||||||||||||||||||
|
|
2018
|
|
2017*
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
2,690
|
|
|
$
|
1,472
|
|
|
$
|
1,855
|
|
|
$
|
1,978
|
|
|
$
|
1,460
|
|
Investments available-for-sale, at fair value
|
|
484
|
|
|
746
|
|
|
757
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
|
37,520
|
|
|
38,627
|
|
|
28,818
|
|
|
26,375
|
|
|
23,829
|
|
|||||
Long-term debt and other borrowings
|
|
2,535
|
|
|
2,652
|
|
|
1,817
|
|
|
1,800
|
|
|
1,249
|
|
|||||
Stockholders' equity
|
|
8,003
|
|
|
7,247
|
|
|
5,051
|
|
|
4,903
|
|
|
4,748
|
|
|
|
|
Fiscal Year Ended September 30,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
$
|
|
% of Net
Revenues
|
|
$
|
|
% of Net
Revenues
|
|
$
|
|
% of Net
Revenues
|
|||||||||
Net income (GAAP)
|
|
$
|
1,473
|
|
|
27.0
|
%
|
|
$
|
872
|
|
|
23.7
|
%
|
|
$
|
842
|
|
|
25.3
|
%
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization
|
|
142
|
|
|
2.6
|
%
|
|
102
|
|
|
2.8
|
%
|
|
92
|
|
|
2.8
|
%
|
|||
Amortization of acquired intangible assets
|
|
141
|
|
|
2.6
|
%
|
|
79
|
|
|
2.1
|
%
|
|
86
|
|
|
2.6
|
%
|
|||
Interest on borrowings
|
|
99
|
|
|
1.8
|
%
|
|
71
|
|
|
1.9
|
%
|
|
53
|
|
|
1.6
|
%
|
|||
Provision for income taxes
|
|
414
|
|
|
7.6
|
%
|
|
522
|
|
|
14.2
|
%
|
|
423
|
|
|
12.7
|
%
|
|||
EBITDA (non-GAAP)
|
|
$
|
2,269
|
|
|
41.6
|
%
|
|
$
|
1,646
|
|
|
44.8
|
%
|
|
$
|
1,496
|
|
|
45.0
|
%
|
|
|
Fiscal Year
|
|
'18 vs. '17
Increase/ (Decrease) |
|
'17 vs. '16
Increase/ (Decrease) |
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||||
Average bank deposit account balances
|
|
$
|
116,695
|
|
|
$
|
93,922
|
|
|
$
|
83,706
|
|
|
$
|
22,773
|
|
|
$
|
10,216
|
|
Average interest-earning assets
|
|
30,849
|
|
|
25,316
|
|
|
22,652
|
|
|
5,533
|
|
|
2,664
|
|
|||||
Average spread-based balances
|
|
$
|
147,544
|
|
|
$
|
119,238
|
|
|
$
|
106,358
|
|
|
$
|
28,306
|
|
|
$
|
12,880
|
|
Bank deposit account fee revenue
|
|
$
|
1,541
|
|
|
$
|
1,107
|
|
|
$
|
926
|
|
|
$
|
434
|
|
|
$
|
181
|
|
Net interest revenue
|
|
1,272
|
|
|
690
|
|
|
595
|
|
|
582
|
|
|
95
|
|
|||||
Spread-based revenue
|
|
$
|
2,813
|
|
|
$
|
1,797
|
|
|
$
|
1,521
|
|
|
$
|
1,016
|
|
|
$
|
276
|
|
Average yield — bank deposit account fees
|
|
1.30
|
%
|
|
1.16
|
%
|
|
1.09
|
%
|
|
0.14
|
%
|
|
0.07
|
%
|
|||||
Average yield — interest-earning assets
|
|
4.07
|
%
|
|
2.69
|
%
|
|
2.59
|
%
|
|
1.38
|
%
|
|
0.10
|
%
|
|||||
Net interest margin (NIM)
|
|
1.88
|
%
|
|
1.49
|
%
|
|
1.41
|
%
|
|
0.39
|
%
|
|
0.08
|
%
|
|
|
Interest Revenue (Expense)
Fiscal Year
|
|
'18 vs. '17
Increase/ (Decrease) |
|
'17 vs. '16
Increase/ (Decrease) |
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||||
Segregated cash
|
|
$
|
95
|
|
|
$
|
49
|
|
|
$
|
15
|
|
|
$
|
46
|
|
|
$
|
34
|
|
Client margin balances
|
|
920
|
|
|
482
|
|
|
436
|
|
|
438
|
|
|
46
|
|
|||||
Securities lending/borrowing, net
|
|
222
|
|
|
139
|
|
|
141
|
|
|
83
|
|
|
(2
|
)
|
|||||
Other cash and interest-earning investments
|
|
42
|
|
|
22
|
|
|
5
|
|
|
20
|
|
|
17
|
|
|||||
Client credit balances
|
|
(7
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
|||||
Net interest revenue
|
|
$
|
1,272
|
|
|
$
|
690
|
|
|
$
|
595
|
|
|
$
|
582
|
|
|
$
|
95
|
|
|
|
Average Balance
Fiscal Year
|
|
'18 vs. '17
% Change |
|
'17 vs. '16
% Change |
||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Segregated cash
|
|
$
|
6,832
|
|
|
$
|
8,282
|
|
|
$
|
7,034
|
|
|
(18
|
)%
|
|
18
|
%
|
Client margin balances
|
|
19,812
|
|
|
12,542
|
|
|
11,751
|
|
|
58
|
%
|
|
7
|
%
|
|||
Securities borrowing
|
|
925
|
|
|
1,004
|
|
|
932
|
|
|
(8
|
)%
|
|
8
|
%
|
|||
Other cash and interest-earning investments
|
|
3,280
|
|
|
3,488
|
|
|
2,935
|
|
|
(6
|
)%
|
|
19
|
%
|
|||
Interest-earning assets
|
|
$
|
30,849
|
|
|
$
|
25,316
|
|
|
$
|
22,652
|
|
|
22
|
%
|
|
12
|
%
|
Client credit balances
|
|
$
|
20,438
|
|
|
$
|
16,182
|
|
|
$
|
14,669
|
|
|
26
|
%
|
|
10
|
%
|
Securities lending
|
|
2,888
|
|
|
2,004
|
|
|
2,084
|
|
|
44
|
%
|
|
(4
|
)%
|
|||
Interest-bearing liabilities
|
|
$
|
23,326
|
|
|
$
|
18,186
|
|
|
$
|
16,753
|
|
|
28
|
%
|
|
9
|
%
|
|
|
Average Yield (Cost)
Fiscal Year
|
|
'18 vs. '17
Net Yield
Increase/
(Decrease)
|
|
'17 vs. '16
Net Yield
Increase/
(Decrease)
|
|||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||
Segregated cash
|
|
1.37
|
%
|
|
0.58
|
%
|
|
0.21
|
%
|
|
0.79
|
%
|
|
0.37
|
%
|
Client margin balances
|
|
4.58
|
%
|
|
3.79
|
%
|
|
3.65
|
%
|
|
0.79
|
%
|
|
0.14
|
%
|
Other cash and interest-earning investments
|
|
1.26
|
%
|
|
0.63
|
%
|
|
0.18
|
%
|
|
0.63
|
%
|
|
0.45
|
%
|
Client credit balances
|
|
(0.03
|
)%
|
|
(0.01
|
)%
|
|
(0.01
|
)%
|
|
(0.02
|
)%
|
|
0.00
|
%
|
Net interest revenue
|
|
4.07
|
%
|
|
2.69
|
%
|
|
2.59
|
%
|
|
1.38
|
%
|
|
0.10
|
%
|
|
|
Fee Revenue
Fiscal Year
|
|
'18 vs. '17
Increase/ (Decrease) |
|
'17 vs. '16
Increase/ (Decrease) |
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||||
Money market mutual fund
|
|
$
|
18
|
|
|
$
|
16
|
|
|
$
|
11
|
|
|
$
|
2
|
|
|
$
|
5
|
|
Market fee-based investment balances
|
|
539
|
|
|
407
|
|
|
363
|
|
|
132
|
|
|
44
|
|
|||||
Total investment product fees
|
|
$
|
557
|
|
|
$
|
423
|
|
|
$
|
374
|
|
|
$
|
134
|
|
|
$
|
49
|
|
|
|
Average Balance
Fiscal Year
|
|
'18 vs. '17
% Change |
|
'17 vs. '16
% Change |
||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Money market mutual fund
|
|
$
|
4,164
|
|
|
$
|
3,613
|
|
|
$
|
5,671
|
|
|
15
|
%
|
|
(36
|
)%
|
Market fee-based investment balances
|
|
248,339
|
|
|
181,510
|
|
|
155,063
|
|
|
37
|
%
|
|
17
|
%
|
|||
Total fee-based investment balances
|
|
$
|
252,503
|
|
|
$
|
185,123
|
|
|
$
|
160,734
|
|
|
36
|
%
|
|
15
|
%
|
|
|
Average Yield
Fiscal Year
|
|
'18 vs. '17
Increase/ (Decrease) |
|
'17 vs. '16
Increase/ (Decrease) |
|||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||
Money market mutual fund
|
|
0.42
|
%
|
|
0.42
|
%
|
|
0.19
|
%
|
|
0.00
|
%
|
|
0.23
|
%
|
Market fee-based investment balances
|
|
0.21
|
%
|
|
0.22
|
%
|
|
0.23
|
%
|
|
(0.01
|
)%
|
|
(0.01
|
)%
|
Total investment product fees
|
|
0.22
|
%
|
|
0.23
|
%
|
|
0.23
|
%
|
|
(0.01
|
)%
|
|
0.00
|
%
|
|
|
Fiscal Year
|
|
'18 vs. '17
% Change |
|
'17 vs. '16
% Change |
||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Total trades (in millions)
|
|
202.78
|
|
|
127.68
|
|
|
116.66
|
|
|
59
|
%
|
|
9
|
%
|
|||
Average client trades per day
|
|
811,110
|
|
|
510,710
|
|
|
462,918
|
|
|
59
|
%
|
|
10
|
%
|
|||
Trading days
|
|
250.0
|
|
|
250.0
|
|
|
252.0
|
|
|
0
|
%
|
|
(1
|
)%
|
|||
Average commissions per trade
(1)
|
|
$
|
7.45
|
|
|
$
|
8.33
|
|
|
$
|
9.20
|
|
|
(11
|
)%
|
|
(9
|
)%
|
Order routing revenue (in millions)
|
|
$
|
458
|
|
|
$
|
320
|
|
|
$
|
299
|
|
|
43
|
%
|
|
7
|
%
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Funded accounts (beginning of year)
|
|
11,004,000
|
|
|
6,950,000
|
|
|
6,621,000
|
|
|||
Funded accounts (end of year)
|
|
11,514,000
|
|
|
11,004,000
|
|
|
6,950,000
|
|
|||
Percentage change during year
|
|
5
|
%
|
|
58
|
%
|
|
5
|
%
|
|||
Client assets (beginning of year, in billions)
|
|
$
|
1,118.5
|
|
|
$
|
773.8
|
|
|
$
|
667.4
|
|
Client assets (end of year, in billions)
|
|
$
|
1,297.5
|
|
|
$
|
1,118.5
|
|
|
$
|
773.8
|
|
Percentage change during year
|
|
16
|
%
|
|
45
|
%
|
|
16
|
%
|
|||
Net new assets (in billions)
|
|
$
|
92.3
|
|
|
$
|
80.1
|
|
|
$
|
60.3
|
|
Net new assets growth rate
|
|
8
|
%
|
|
10
|
%
|
|
9
|
%
|
|
|
Fiscal Year
|
|
'18 vs. '17
% Change |
|
'17 vs. '16
% Change |
||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Transaction-based revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commissions and transaction fees
|
|
$
|
1,969
|
|
|
$
|
1,384
|
|
|
$
|
1,372
|
|
|
42
|
%
|
|
1
|
%
|
Asset-based revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bank deposit account fees
|
|
1,541
|
|
|
1,107
|
|
|
926
|
|
|
39
|
%
|
|
20
|
%
|
|||
Net interest revenue
|
|
1,272
|
|
|
690
|
|
|
595
|
|
|
84
|
%
|
|
16
|
%
|
|||
Investment product fees
|
|
557
|
|
|
423
|
|
|
374
|
|
|
32
|
%
|
|
13
|
%
|
|||
Total asset-based revenues
|
|
3,370
|
|
|
2,220
|
|
|
1,895
|
|
|
52
|
%
|
|
17
|
%
|
|||
Other revenues
|
|
113
|
|
|
72
|
|
|
60
|
|
|
57
|
%
|
|
20
|
%
|
|||
Net revenues
|
|
5,452
|
|
|
3,676
|
|
|
3,327
|
|
|
48
|
%
|
|
10
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Employee compensation and benefits
|
|
1,555
|
|
|
962
|
|
|
839
|
|
|
62
|
%
|
|
15
|
%
|
|||
Clearing and execution costs
|
|
189
|
|
|
149
|
|
|
136
|
|
|
27
|
%
|
|
10
|
%
|
|||
Communications
|
|
179
|
|
|
131
|
|
|
137
|
|
|
37
|
%
|
|
(4
|
)%
|
|||
Occupancy and equipment costs
|
|
302
|
|
|
181
|
|
|
171
|
|
|
67
|
%
|
|
6
|
%
|
|||
Depreciation and amortization
|
|
142
|
|
|
102
|
|
|
92
|
|
|
39
|
%
|
|
11
|
%
|
|||
Amortization of acquired intangible assets
|
|
141
|
|
|
79
|
|
|
86
|
|
|
78
|
%
|
|
(8
|
)%
|
|||
Professional services
|
|
303
|
|
|
260
|
|
|
178
|
|
|
17
|
%
|
|
46
|
%
|
|||
Advertising
|
|
293
|
|
|
254
|
|
|
260
|
|
|
15
|
%
|
|
(2
|
)%
|
|||
Other
|
|
350
|
|
|
92
|
|
|
110
|
|
|
280
|
%
|
|
(16
|
)%
|
|||
Total operating expenses
|
|
3,454
|
|
|
2,210
|
|
|
2,009
|
|
|
56
|
%
|
|
10
|
%
|
|||
Operating income
|
|
1,998
|
|
|
1,466
|
|
|
1,318
|
|
|
36
|
%
|
|
11
|
%
|
|||
Other expense:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest on borrowings
|
|
99
|
|
|
71
|
|
|
53
|
|
|
39
|
%
|
|
34
|
%
|
|||
Loss on sale of investments
|
|
11
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
Other
|
|
1
|
|
|
1
|
|
|
—
|
|
|
0
|
%
|
|
N/A
|
|
|||
Total other expense
|
|
111
|
|
|
72
|
|
|
53
|
|
|
54
|
%
|
|
36
|
%
|
|||
Pre-tax income
|
|
1,887
|
|
|
1,394
|
|
|
1,265
|
|
|
35
|
%
|
|
10
|
%
|
|||
Provision for income taxes
|
|
414
|
|
|
522
|
|
|
423
|
|
|
(21
|
)%
|
|
23
|
%
|
|||
Net income
|
|
$
|
1,473
|
|
|
$
|
872
|
|
|
$
|
842
|
|
|
69
|
%
|
|
4
|
%
|
Other information:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Effective income tax rate
|
|
21.9
|
%
|
|
37.4
|
%
|
|
33.4
|
%
|
|
|
|
|
|||||
Average debt outstanding
|
|
$
|
2,743
|
|
|
$
|
2,093
|
|
|
$
|
1,748
|
|
|
31
|
%
|
|
20
|
%
|
Effective interest rate incurred on borrowings
|
|
3.59
|
%
|
|
3.40
|
%
|
|
3.03
|
%
|
|
|
|
|
|
|
Net Capital
|
|
Early Warning
Threshold
|
|
Net Capital in
Excess of
Early Warning
Threshold
|
||||||
TD Ameritrade Clearing, Inc.
|
|
$
|
2,831
|
|
|
$
|
1,312
|
|
|
$
|
1,519
|
|
TD Ameritrade, Inc.
|
|
$
|
181
|
|
|
$
|
0.3
|
|
|
$
|
181
|
|
|
|
Adjusted Net Capital
|
|
Early Warning
Threshold
|
|
Adjusted Net Capital in
Excess of
Early Warning
Threshold
|
||||||
TD Ameritrade Futures & Forex LLC
|
|
$
|
129
|
|
|
$
|
25
|
|
|
$
|
104
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
TD Ameritrade Clearing, Inc.
|
|
$
|
585
|
|
|
$
|
476
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
TD Ameritrade Clearing, Inc.
|
|
$
|
22.5
|
|
|
$
|
18.5
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
TD Ameritrade Clearing, Inc.
|
|
$
|
2.9
|
|
|
$
|
6.4
|
|
|
|
|
September 30,
|
|
Change
|
||||||||
|
|
|
2018
|
|
2017
|
|
|||||||
Cash and cash equivalents (GAAP)
|
|
$
|
2,690
|
|
|
$
|
1,472
|
|
|
$
|
1,218
|
|
|
Less: Non-corporate cash and cash equivalents
|
|
(2,307
|
)
|
|
(1,174
|
)
|
|
(1,133
|
)
|
||||
Corporate cash and cash equivalents
|
|
383
|
|
|
298
|
|
|
85
|
|
||||
Corporate investments
|
|
386
|
|
|
714
|
|
|
(328
|
)
|
||||
Excess regulatory net capital over management targets
|
|
296
|
|
|
46
|
|
|
250
|
|
||||
Liquid assets (non-GAAP)
|
|
$
|
1,065
|
|
|
$
|
1,058
|
|
|
$
|
7
|
|
|
(1)
|
See "
Financial Performance Metrics
" earlier in this section for a description of EBITDA.
|
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%
|
2027 Notes
|
|
April 27, 2017
|
|
April 1, 2027
|
|
$800
|
|
3.300%
|
Description
|
|
Date Issued
|
|
Maturity Date
|
|
Aggregate Principal
|
|
Interest Rate
|
2021 Notes
|
|
October 30, 2018
|
|
November 1, 2021
|
|
$600
|
|
Variable
|
2024 Notes
|
|
October 30, 2018
|
|
April 1, 2024
|
|
$400
|
|
3.750%
|
Borrower Subsidiary
|
|
Committed Facility
|
|
Uncommitted Facility
(1)
|
|
Termination Date
|
TD Ameritrade Clearing, Inc.
|
|
$400
|
|
$300
|
|
March 1, 2022
|
TD Ameritrade, Inc.
|
|
N/A
|
|
$300
|
|
March 1, 2022
|
TD Ameritrade Futures & Forex LLC
|
|
$45
|
|
N/A
|
|
August 11, 2021
|
|
(1)
|
The Parent is permitted, but under no obligation, to make loans under uncommitted facilities.
|
|
|
Total
|
|
Payments Due by Period (Fiscal Years):
|
||||||||||||||||
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||||
Contractual Obligations
|
|
2019
|
|
2020-21
|
|
2022-23
|
|
After 2023
|
||||||||||||
Long-term debt obligations
(1)
|
|
$
|
3,000
|
|
|
$
|
95
|
|
|
$
|
648
|
|
|
$
|
846
|
|
|
$
|
1,411
|
|
Securities sold under agreements to repurchase
|
|
96
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
345
|
|
|
75
|
|
|
109
|
|
|
62
|
|
|
99
|
|
|||||
Purchase obligations
(2)
|
|
371
|
|
|
206
|
|
|
80
|
|
|
48
|
|
|
37
|
|
|||||
Employee severance and involuntary termination costs
(3)
|
|
21
|
|
|
20
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Income taxes payable
(4)
|
|
218
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
4,051
|
|
|
$
|
710
|
|
|
$
|
838
|
|
|
$
|
956
|
|
|
$
|
1,547
|
|
|
(1)
|
Represents scheduled principal payments, estimated interest payments and commitment fees pursuant to the Senior Notes, the interest rate swaps and the revolving credit facilities. Actual amounts of interest may vary depending on changes in variable interest rates associated with the interest rate swaps.
|
(2)
|
Purchase obligations primarily relate to agreements for goods and services such as professional services, property and equipment, software, telecommunications, market information, advertising and marketing. Purchase obligations also includes obligations for contracts assumed in the acquisition of Scottrade. We are consolidating certain functions as a result of the acquisition, which may result in the acceleration of future obligations into fiscal year 2019.
|
(3)
|
Primarily consists of exit and involuntary termination costs incurred in connection with the consolidation of certain functions and facilities following the Scottrade acquisition.
|
(4)
|
A significant portion of our income taxes payable as of September 30,
2018
consists of liabilities for uncertain tax positions and related interest and penalties. The timing of payments, if any, on liabilities for uncertain tax positions cannot be predicted with reasonable accuracy.
|
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
|
$
|
2,690
|
|
|
$
|
1,472
|
|
Cash and investments segregated and on deposit for regulatory purposes
|
|
3,185
|
|
|
10,446
|
|
||
Receivable from brokers, dealers and clearing organizations
|
|
1,374
|
|
|
1,334
|
|
||
Receivable from clients, net
|
|
22,616
|
|
|
17,151
|
|
||
Receivable from affiliates
|
|
151
|
|
|
137
|
|
||
Other receivables, net
|
|
304
|
|
|
174
|
|
||
Securities owned, at fair value
|
|
156
|
|
|
503
|
|
||
Investments available-for-sale, at fair value (including $98 million and $99 million of securities pledged as collateral for repurchase agreements at September 30, 2018 and 2017, respectively)
|
|
484
|
|
|
746
|
|
||
Property and equipment at cost, net
|
|
792
|
|
|
752
|
|
||
Goodwill
|
|
4,227
|
|
|
4,213
|
|
||
Acquired intangible assets, net
|
|
1,329
|
|
|
1,470
|
|
||
Other assets
|
|
212
|
|
|
229
|
|
||
Total assets
|
|
$
|
37,520
|
|
|
$
|
38,627
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
|
|
|
|
||||
Payable to brokers, dealers and clearing organizations
|
|
$
|
2,980
|
|
|
$
|
2,504
|
|
Payable to clients
|
|
22,884
|
|
|
25,107
|
|
||
Accounts payable and other liabilities
|
|
896
|
|
|
815
|
|
||
Payable to affiliates
|
|
45
|
|
|
109
|
|
||
Securities sold under agreements to repurchase
|
|
96
|
|
|
97
|
|
||
Long-term debt
|
|
2,439
|
|
|
2,555
|
|
||
Deferred income taxes
|
|
177
|
|
|
193
|
|
||
Total liabilities
|
|
29,517
|
|
|
31,380
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 100 million shares authorized; none issued
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, one billion shares authorized; 670 million shares issued; 2018 — 563 million shares outstanding; 2017 — 567 million shares outstanding
|
|
7
|
|
|
7
|
|
||
Additional paid-in capital
|
|
3,379
|
|
|
3,369
|
|
||
Retained earnings
|
|
7,011
|
|
|
6,011
|
|
||
Treasury stock, common, at cost: 2018 — 107 million shares;
2017 — 103 million shares
|
|
(2,371
|
)
|
|
(2,116
|
)
|
||
Deferred compensation
|
|
4
|
|
|
1
|
|
||
Accumulated other comprehensive loss
|
|
(27
|
)
|
|
(25
|
)
|
||
Total stockholders' equity
|
|
8,003
|
|
|
7,247
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
37,520
|
|
|
$
|
38,627
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions, except per share amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Transaction-based revenues:
|
|
|
|
|
|
|
||||||
Commissions and transaction fees
|
|
$
|
1,969
|
|
|
$
|
1,384
|
|
|
$
|
1,372
|
|
Asset-based revenues:
|
|
|
|
|
|
|
||||||
Bank deposit account fees
|
|
1,541
|
|
|
1,107
|
|
|
926
|
|
|||
Net interest revenue
|
|
1,272
|
|
|
690
|
|
|
595
|
|
|||
Investment product fees
|
|
557
|
|
|
423
|
|
|
374
|
|
|||
Total asset-based revenues
|
|
3,370
|
|
|
2,220
|
|
|
1,895
|
|
|||
Other revenues
|
|
113
|
|
|
72
|
|
|
60
|
|
|||
Net revenues
|
|
5,452
|
|
|
3,676
|
|
|
3,327
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Employee compensation and benefits
|
|
1,555
|
|
|
962
|
|
|
839
|
|
|||
Clearing and execution costs
|
|
189
|
|
|
149
|
|
|
136
|
|
|||
Communications
|
|
179
|
|
|
131
|
|
|
137
|
|
|||
Occupancy and equipment costs
|
|
302
|
|
|
181
|
|
|
171
|
|
|||
Depreciation and amortization
|
|
142
|
|
|
102
|
|
|
92
|
|
|||
Amortization of acquired intangible assets
|
|
141
|
|
|
79
|
|
|
86
|
|
|||
Professional services
|
|
303
|
|
|
260
|
|
|
178
|
|
|||
Advertising
|
|
293
|
|
|
254
|
|
|
260
|
|
|||
Other
|
|
350
|
|
|
92
|
|
|
110
|
|
|||
Total operating expenses
|
|
3,454
|
|
|
2,210
|
|
|
2,009
|
|
|||
Operating income
|
|
1,998
|
|
|
1,466
|
|
|
1,318
|
|
|||
Other expense:
|
|
|
|
|
|
|
||||||
Interest on borrowings
|
|
99
|
|
|
71
|
|
|
53
|
|
|||
Loss on sale of investments
|
|
11
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
1
|
|
|
1
|
|
|
—
|
|
|||
Total other expense
|
|
111
|
|
|
72
|
|
|
53
|
|
|||
Pre-tax income
|
|
1,887
|
|
|
1,394
|
|
|
1,265
|
|
|||
Provision for income taxes
|
|
414
|
|
|
522
|
|
|
423
|
|
|||
Net income
|
|
$
|
1,473
|
|
|
$
|
872
|
|
|
$
|
842
|
|
Earnings per share — basic
|
|
$
|
2.60
|
|
|
$
|
1.65
|
|
|
$
|
1.59
|
|
Earnings per share — diluted
|
|
$
|
2.59
|
|
|
$
|
1.64
|
|
|
$
|
1.58
|
|
Weighted average shares outstanding — basic
|
|
567
|
|
|
529
|
|
|
531
|
|
|||
Weighted average shares outstanding — diluted
|
|
569
|
|
|
531
|
|
|
534
|
|
|||
Dividends declared per share
|
|
$
|
0.84
|
|
|
$
|
0.72
|
|
|
$
|
0.68
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Net income
|
|
$
|
1,473
|
|
|
$
|
872
|
|
|
$
|
842
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
||||||
Investments available-for-sale:
|
|
|
|
|
|
|
||||||
Unrealized loss
|
|
(12
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Reclassification adjustment for realized loss included in net income
|
|
11
|
|
|
—
|
|
|
—
|
|
|||
Net change in investments available-for-sale
|
|
(1
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Cash flow hedging instruments:
|
|
|
|
|
|
|
||||||
Reclassification adjustment for portion of realized loss amortized to net income
|
|
5
|
|
|
4
|
|
|
5
|
|
|||
Total other comprehensive income (loss), before tax
|
|
4
|
|
|
(5
|
)
|
|
5
|
|
|||
Income tax effect
|
|
(2
|
)
|
|
2
|
|
|
(2
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
|
2
|
|
|
(3
|
)
|
|
3
|
|
|||
Comprehensive income
|
|
$
|
1,475
|
|
|
$
|
869
|
|
|
$
|
845
|
|
|
|
Total
Common
Shares
Outstanding
|
|
Total
Stockholders' Equity |
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Deferred Compensation
|
|
Accumulated
Other
Comprehensive
Loss
|
|||||||||||||||
|
|
(In millions)
|
|||||||||||||||||||||||||||||
Balance, September 30, 2015
|
|
537
|
|
|
$
|
4,903
|
|
|
$
|
6
|
|
|
$
|
1,649
|
|
|
$
|
5,038
|
|
|
$
|
(1,765
|
)
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
Net income
|
|
—
|
|
|
842
|
|
|
—
|
|
|
—
|
|
|
842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||
Payment of cash dividends
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchases of common stock
|
|
(12
|
)
|
|
(352
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
|
—
|
|
|
—
|
|
|||||||
Repurchases of common stock for income tax withholding on stock-based compensation
|
|
(1
|
)
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued for stock-based compensation, including tax effects
|
|
2
|
|
|
13
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, September 30, 2016
|
|
526
|
|
|
5,051
|
|
|
6
|
|
|
1,670
|
|
|
5,518
|
|
|
(2,121
|
)
|
|
—
|
|
|
(22
|
)
|
|||||||
Net income
|
|
—
|
|
|
872
|
|
|
—
|
|
|
—
|
|
|
872
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Payment of cash dividends
|
|
—
|
|
|
(379
|
)
|
|
—
|
|
|
—
|
|
|
(379
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock
|
|
11
|
|
|
400
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Acquisition of Scottrade Financial Services, Inc.
|
|
28
|
|
|
1,262
|
|
|
1
|
|
|
1,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchases of common stock for income tax withholding on stock-based compensation
|
|
(1
|
)
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued for stock-based compensation, including tax effects
|
|
3
|
|
|
34
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|||||||
Deferred compensation
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, September 30, 2017
|
|
567
|
|
|
7,247
|
|
|
7
|
|
|
3,369
|
|
|
6,011
|
|
|
(2,116
|
)
|
|
1
|
|
|
(25
|
)
|
|||||||
Net income
|
|
—
|
|
|
1,473
|
|
|
—
|
|
|
—
|
|
|
1,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Payment of cash dividends
|
|
—
|
|
|
(477
|
)
|
|
—
|
|
|
—
|
|
|
(477
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchases of common stock
|
|
(5
|
)
|
|
(255
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(255
|
)
|
|
—
|
|
|
—
|
|
|||||||
Future treasury stock purchases under accelerated stock repurchase agreement
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchases of common stock for income tax withholding on stock-based compensation
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued for stock-based compensation, including tax effects
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|||||||
Deferred compensation
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
3
|
|
|
—
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Adoption of Accounting Standards Update 2018-02 (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||
Balance, September 30, 2018
|
|
563
|
|
|
$
|
8,003
|
|
|
$
|
7
|
|
|
$
|
3,379
|
|
|
$
|
7,011
|
|
|
$
|
(2,371
|
)
|
|
$
|
4
|
|
|
$
|
(27
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,473
|
|
|
$
|
872
|
|
|
$
|
842
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
142
|
|
|
102
|
|
|
92
|
|
|||
Amortization of acquired intangible assets
|
|
141
|
|
|
79
|
|
|
86
|
|
|||
Deferred income taxes
|
|
(24
|
)
|
|
(11
|
)
|
|
(8
|
)
|
|||
Loss on sale of investments
|
|
11
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
|
60
|
|
|
36
|
|
|
34
|
|
|||
Provision for doubtful accounts on client and other receivables
|
|
69
|
|
|
6
|
|
|
5
|
|
|||
Other, net
|
|
18
|
|
|
12
|
|
|
16
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Cash and investments segregated and on deposit for regulatory purposes
|
|
7,261
|
|
|
1,818
|
|
|
(2,424
|
)
|
|||
Receivable from brokers, dealers and clearing organizations
|
|
(40
|
)
|
|
23
|
|
|
(328
|
)
|
|||
Receivable from clients, net
|
|
(5,536
|
)
|
|
(2,079
|
)
|
|
824
|
|
|||
Receivable from/payable to affiliates, net
|
|
(79
|
)
|
|
(5
|
)
|
|
(11
|
)
|
|||
Other receivables, net
|
|
(129
|
)
|
|
41
|
|
|
(16
|
)
|
|||
Securities owned, at fair value
|
|
347
|
|
|
(135
|
)
|
|
94
|
|
|||
Other assets
|
|
(39
|
)
|
|
(5
|
)
|
|
(17
|
)
|
|||
Payable to brokers, dealers and clearing organizations
|
|
476
|
|
|
110
|
|
|
(667
|
)
|
|||
Payable to clients
|
|
(2,223
|
)
|
|
(196
|
)
|
|
3,020
|
|
|||
Accounts payable and other liabilities
|
|
(20
|
)
|
|
31
|
|
|
(58
|
)
|
|||
Net cash provided by operating activities
|
|
1,908
|
|
|
699
|
|
|
1,484
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(229
|
)
|
|
(197
|
)
|
|
(105
|
)
|
|||
Proceeds from sale of property and equipment
|
|
12
|
|
|
—
|
|
|
—
|
|
|||
Cash paid in business acquisition, net of cash and cash equivalents acquired
|
|
(4
|
)
|
|
(1,288
|
)
|
|
—
|
|
|||
Purchase of short-term investments
|
|
(1
|
)
|
|
(66
|
)
|
|
(605
|
)
|
|||
Proceeds from sale and maturity of short-term investments
|
|
66
|
|
|
4
|
|
|
604
|
|
|||
Purchase of investments available-for-sale, at fair value
|
|
(392
|
)
|
|
—
|
|
|
(757
|
)
|
|||
Proceeds from sale of investments available-for-sale, at fair value
|
|
643
|
|
|
—
|
|
|
—
|
|
|||
Purchase of other investments
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
92
|
|
|
(1,547
|
)
|
|
(863
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
798
|
|
|
—
|
|
|||
Payment of debt issuance costs
|
|
(3
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Principal payments on long-term debt
|
|
—
|
|
|
(385
|
)
|
|
—
|
|
|||
Reimbursement (payment) of prepayment premium on long-term debt
|
|
2
|
|
|
(54
|
)
|
|
—
|
|
|||
Proceeds from senior revolving credit facilities
|
|
3,225
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on senior revolving credit facilities
|
|
(3,225
|
)
|
|
—
|
|
|
—
|
|
|||
Net Proceeds from (payments on) securities sold under agreements to repurchase
|
|
(1
|
)
|
|
97
|
|
|
—
|
|
|||
Payment of cash dividends
|
|
(477
|
)
|
|
(379
|
)
|
|
(362
|
)
|
|||
Proceeds from issuance of common stock
|
|
—
|
|
|
400
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
—
|
|
|
23
|
|
|
—
|
|
|||
Purchase of treasury stock
|
|
(255
|
)
|
|
—
|
|
|
(352
|
)
|
|||
Purchase of treasury stock for income tax withholding on stock-based compensation
|
|
(17
|
)
|
|
(27
|
)
|
|
(30
|
)
|
|||
Payment for future treasury stock purchases under accelerated stock repurchase agreement
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
(782
|
)
|
|
465
|
|
|
(744
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
1,218
|
|
|
(383
|
)
|
|
(123
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
1,472
|
|
|
1,855
|
|
|
1,978
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
2,690
|
|
|
$
|
1,472
|
|
|
$
|
1,855
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
118
|
|
|
$
|
59
|
|
|
$
|
54
|
|
Income taxes paid
|
|
$
|
352
|
|
|
$
|
483
|
|
|
$
|
519
|
|
Noncash investing activities:
|
|
|
|
|
|
|
||||||
Issuance of common stock in acquisition
|
|
$
|
—
|
|
|
$
|
1,261
|
|
|
$
|
—
|
|
TD Ameritrade Holding Corporation common stock issued to the Riney Stockholder and the Escrow Account
(1)
|
|
$
|
1,261
|
|
Cash paid at closing
(2)
|
|
3,073
|
|
|
Total purchase price
|
|
$
|
4,334
|
|
|
Cash and cash equivalents
(1)
|
|
$
|
1,785
|
|
Cash and investments segregated and on deposit for regulatory purposes
|
|
3,535
|
|
|
Receivable from brokers, dealers and clearing organizations
|
|
167
|
|
|
Receivable from clients, net
|
|
3,136
|
|
|
Receivable from affiliates
|
|
2
|
|
|
Other receivables
|
|
54
|
|
|
Securities owned
|
|
37
|
|
|
Property and equipment
|
|
136
|
|
|
Goodwill
|
|
1,760
|
|
|
Acquired intangible assets
|
|
974
|
|
|
Deferred tax assets
|
|
70
|
|
|
Other assets
|
|
35
|
|
|
Total assets acquired
|
|
11,691
|
|
|
Payable to brokers, dealers and clearing organizations
|
|
(354
|
)
|
|
Payable to clients
|
|
(6,248
|
)
|
|
Accounts payable and other liabilities
|
|
(272
|
)
|
|
Payable to affiliates
|
|
(47
|
)
|
|
Long-term debt
(2)
|
|
(436
|
)
|
|
Total liabilities assumed
|
|
(7,357
|
)
|
|
Total provisional purchase price allocated
|
|
$
|
4,334
|
|
|
|
|
2017
|
|
2016
|
||||
|
|
(unaudited)
|
||||||
Pro forma net revenues
|
|
$
|
4,586
|
|
|
$
|
4,158
|
|
Pro forma net income
|
|
$
|
921
|
|
|
$
|
700
|
|
Pro forma basic earnings per share
|
|
$
|
1.62
|
|
|
$
|
1.23
|
|
Pro forma diluted earnings per share
|
|
$
|
1.62
|
|
|
$
|
1.22
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Broker-dealer subsidiaries
|
|
$
|
2,094
|
|
|
$
|
997
|
|
Corporate
|
|
342
|
|
|
279
|
|
||
Trust company subsidiary
|
|
124
|
|
|
79
|
|
||
Futures commission merchant and forex dealer member subsidiary
|
|
89
|
|
|
98
|
|
||
Investment advisory subsidiaries
|
|
41
|
|
|
19
|
|
||
Total
|
|
$
|
2,690
|
|
|
$
|
1,472
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
U.S. government agency mortgage-backed securities
|
|
$
|
1,302
|
|
|
$
|
1,486
|
|
Cash in demand deposit accounts
|
|
956
|
|
|
3,653
|
|
||
Reverse repurchase agreements (collateralized by U.S. government debt securities)
|
|
500
|
|
|
1,004
|
|
||
Cash on deposit with futures commission merchants
|
|
202
|
|
|
209
|
|
||
U.S. government debt securities
|
|
200
|
|
|
4,019
|
|
||
U.S. government debt securities on deposit with futures commission merchant
|
|
25
|
|
|
75
|
|
||
Total
|
|
$
|
3,185
|
|
|
$
|
10,446
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Receivable:
|
|
|
|
|
||||
Deposits paid for securities borrowed
|
|
$
|
803
|
|
|
$
|
1,154
|
|
Clearing organizations
|
|
545
|
|
|
151
|
|
||
Broker-dealers
|
|
14
|
|
|
21
|
|
||
Securities failed to deliver
|
|
12
|
|
|
8
|
|
||
Total
|
|
$
|
1,374
|
|
|
$
|
1,334
|
|
Payable:
|
|
|
|
|
||||
Deposits received for securities loaned
|
|
$
|
2,914
|
|
|
$
|
2,449
|
|
Securities failed to receive
|
|
34
|
|
|
21
|
|
||
Clearing organizations
|
|
29
|
|
|
32
|
|
||
Broker-dealers
|
|
3
|
|
|
2
|
|
||
Total
|
|
$
|
2,980
|
|
|
$
|
2,504
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
11
|
|
|
$
|
9
|
|
|
$
|
12
|
|
Provision for doubtful accounts, net
|
|
56
|
|
|
2
|
|
|
2
|
|
|||
Acquired in business acquisition
|
|
—
|
|
|
2
|
|
|
—
|
|
|||
Write-off of doubtful accounts
|
|
(13
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Ending balance
|
|
$
|
54
|
|
|
$
|
11
|
|
|
$
|
9
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Buildings and building components
|
|
$
|
462
|
|
|
$
|
351
|
|
Computer equipment
|
|
326
|
|
|
270
|
|
||
Software
|
|
178
|
|
|
215
|
|
||
Leasehold improvements
|
|
176
|
|
|
173
|
|
||
Building construction in process
|
|
—
|
|
|
101
|
|
||
Land
|
|
61
|
|
|
77
|
|
||
Other property and equipment
|
|
92
|
|
|
83
|
|
||
|
|
1,295
|
|
|
1,270
|
|
||
Less: Accumulated depreciation and amortization
|
|
(503
|
)
|
|
(518
|
)
|
||
Property and equipment at cost, net
|
|
$
|
792
|
|
|
$
|
752
|
|
Balance as of September 30, 2016
|
|
$
|
2,467
|
|
Goodwill recorded in acquisition of Scottrade (see Note 2)
|
|
1,746
|
|
|
Balance as of September 30, 2017
|
|
4,213
|
|
|
Purchase accounting adjustments
(1)
|
|
14
|
|
|
Balance as of September 30, 2018
|
|
$
|
4,227
|
|
|
|
|
September 30,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Client relationships
|
|
$
|
2,183
|
|
|
$
|
(1,003
|
)
|
|
$
|
1,180
|
|
|
$
|
2,183
|
|
|
$
|
(877
|
)
|
|
$
|
1,306
|
|
Technology and content
|
|
108
|
|
|
(108
|
)
|
|
—
|
|
|
108
|
|
|
(100
|
)
|
|
8
|
|
||||||
Trade names
|
|
10
|
|
|
(7
|
)
|
|
3
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||
Trademark license
|
|
146
|
|
|
—
|
|
|
146
|
|
|
146
|
|
|
—
|
|
|
146
|
|
||||||
|
|
$
|
2,447
|
|
|
$
|
(1,118
|
)
|
|
$
|
1,329
|
|
|
$
|
2,447
|
|
|
$
|
(977
|
)
|
|
$
|
1,470
|
|
Fiscal Year
|
|
Estimated
Amortization
Expense
|
||
2019
|
|
$
|
124
|
|
2020
|
|
116
|
|
|
2021
|
|
106
|
|
|
2022
|
|
105
|
|
|
2023
|
|
75
|
|
|
Thereafter (to 2035)
|
|
657
|
|
|
Total
|
|
$
|
1,183
|
|
|
|
Severance Pay and Other Employment Benefits
|
|
Contract Termination and Other Costs
|
|
Total
|
||||||
Balance, September 30, 2016
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Exit liabilities assumed in business acquisition
|
|
100
|
|
|
—
|
|
|
100
|
|
|||
Costs incurred and charged to expense
|
|
43
|
|
(1)
|
1
|
|
(2)
|
44
|
|
|||
Costs paid or otherwise settled
|
|
(9
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|||
Balance, September 30, 2017
|
|
138
|
|
|
—
|
|
|
138
|
|
|||
Exit liabilities assumed - post closing adjustments
|
|
—
|
|
|
9
|
|
|
9
|
|
|||
Costs incurred and charged to expense
|
|
235
|
|
(1)
|
213
|
|
(2)
|
448
|
|
|||
Costs paid or otherwise settled
|
|
(352
|
)
|
|
(174
|
)
|
|
(526
|
)
|
|||
Balance, September 30, 2018
|
|
$
|
21
|
|
|
$
|
48
|
|
|
$
|
69
|
|
|
|
|
Severance Pay and Other Employment Benefits
|
|
Contract Termination and Other Costs
|
|
Total
|
||||||
Exit liabilities assumed in business acquisition
|
|
$
|
100
|
|
|
$
|
9
|
|
|
$
|
109
|
|
Employee compensation and benefits
|
|
267
|
|
|
—
|
|
|
267
|
|
|||
Clearing and execution costs
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Communications
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Occupancy and equipment costs
|
|
—
|
|
|
7
|
|
|
7
|
|
|||
Professional services
|
|
—
|
|
|
30
|
|
|
30
|
|
|||
Other operating expense
|
|
—
|
|
|
173
|
|
|
173
|
|
|||
Other non-operating expense
|
|
—
|
|
|
2
|
|
|
2
|
|
|||
Total
|
|
$
|
367
|
|
|
$
|
223
|
|
|
$
|
590
|
|
September 30, 2018
|
|
Face
Value
|
|
Unamortized Discounts and Debt Issuance Costs
|
|
Fair Value
Adjustment
(1)
|
|
Net Carrying
Value
|
||||||||
Other borrowings:
|
|
|
|
|
|
|
|
|
||||||||
Securities sold under agreements to repurchase
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
96
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes:
|
|
|
|
|
|
|
|
|
||||||||
5.600% Notes due 2019
|
|
500
|
|
|
(1
|
)
|
|
2
|
|
|
501
|
|
||||
2.950% Notes due 2022
|
|
750
|
|
|
(4
|
)
|
|
(27
|
)
|
|
719
|
|
||||
3.625% Notes due 2025
|
|
500
|
|
|
(3
|
)
|
|
(17
|
)
|
|
480
|
|
||||
3.300% Notes due 2027
|
|
800
|
|
|
(9
|
)
|
|
(52
|
)
|
|
739
|
|
||||
Subtotal - Long-term debt
|
|
2,550
|
|
|
(17
|
)
|
|
(94
|
)
|
|
2,439
|
|
||||
Total long-term debt and other borrowings
|
|
$
|
2,646
|
|
|
$
|
(17
|
)
|
|
$
|
(94
|
)
|
|
$
|
2,535
|
|
September 30, 2017
|
|
Face
Value
|
|
Unamortized Discounts and Debt Issuance Costs
|
|
Fair Value
Adjustment
(1)
|
|
Net Carrying
Value
|
||||||||
Other borrowings:
|
|
|
|
|
|
|
|
|
||||||||
Securities sold under agreements to repurchase
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes:
|
|
|
|
|
|
|
|
|
||||||||
5.600% Notes due 2019
|
|
500
|
|
|
(1
|
)
|
|
15
|
|
|
514
|
|
||||
2.950% Notes due 2022
|
|
750
|
|
|
(5
|
)
|
|
—
|
|
|
745
|
|
||||
3.625% Notes due 2025
|
|
500
|
|
|
(3
|
)
|
|
11
|
|
|
508
|
|
||||
3.300% Notes due 2027
|
|
800
|
|
|
(9
|
)
|
|
(3
|
)
|
|
788
|
|
||||
Subtotal - Long-term debt
|
|
2,550
|
|
|
(18
|
)
|
|
23
|
|
|
2,555
|
|
||||
Total long-term debt and other borrowings
|
|
$
|
2,647
|
|
|
$
|
(18
|
)
|
|
$
|
23
|
|
|
$
|
2,652
|
|
|
2019
|
|
$
|
—
|
|
2020
|
|
500
|
|
|
2021
|
|
—
|
|
|
2022
|
|
750
|
|
|
2023
|
|
—
|
|
|
Thereafter
|
|
1,300
|
|
|
Total
|
|
$
|
2,550
|
|
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%
|
2027 Notes
|
|
April 27, 2017
|
|
April 1, 2027
|
|
$800
|
|
3.300%
|
Description
|
|
Date Issued
|
|
Maturity Date
|
|
Aggregate Principal
|
|
Interest Rate
|
2021 Notes
|
|
October 30, 2018
|
|
November 1, 2021
|
|
$600
|
|
Variable
|
2024 Notes
|
|
October 30, 2018
|
|
April 1, 2024
|
|
$400
|
|
3.75%
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Gain (loss) on fair value of interest rate swaps
|
|
$
|
(117
|
)
|
|
$
|
(56
|
)
|
|
$
|
16
|
|
Gain (loss) on fair value of hedged fixed-rate debt
|
|
117
|
|
|
56
|
|
|
(16
|
)
|
|||
Net gain (loss) recorded in interest on borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
|||||
Pay-variable interest rate swaps designated as fair value hedges:
|
|
|
|
|
||||
Other assets
|
|
$
|
2
|
|
|
$
|
26
|
|
Accounts payable and other liabilities
|
|
$
|
(96
|
)
|
|
$
|
(3
|
)
|
Borrower Subsidiary
|
|
Committed Facility
|
|
Uncommitted Facility
(1)
|
|
Termination Date
|
TD Ameritrade Clearing, Inc.
|
|
$400
|
|
$300
|
|
March 1, 2022
|
TD Ameritrade, Inc.
|
|
N/A
|
|
$300
|
|
March 1, 2022
|
TD Ameritrade Futures & Forex LLC
|
|
$45
|
|
N/A
|
|
August 11, 2021
|
|
(1)
|
The Parent is permitted, but under no obligation, to make loans under uncommitted facilities.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
380
|
|
|
$
|
484
|
|
|
$
|
435
|
|
State
|
|
58
|
|
|
49
|
|
|
(4
|
)
|
|||
|
|
438
|
|
|
533
|
|
|
431
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
(32
|
)
|
|
(11
|
)
|
|
(5
|
)
|
|||
State
|
|
8
|
|
|
—
|
|
|
(3
|
)
|
|||
|
|
(24
|
)
|
|
(11
|
)
|
|
(8
|
)
|
|||
Provision for income taxes
|
|
$
|
414
|
|
|
$
|
522
|
|
|
$
|
423
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Federal statutory income tax rate
|
|
24.5
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Statutory versus actual blended federal income tax rate
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
State taxes, net of federal tax effect
|
|
2.6
|
|
|
2.8
|
|
|
2.8
|
|
Adjustments to estimated state income taxes
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
Federal incentives
|
|
0.4
|
|
|
(0.3
|
)
|
|
(1.4
|
)
|
Interest recorded (reversed) on unrecognized tax benefits, net
|
|
0.2
|
|
|
0.2
|
|
|
(1.1
|
)
|
Remeasurement of U.S. deferred income taxes
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
Reversal of accruals for unrecognized tax benefits
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(1.8
|
)
|
Share-based payment compensation
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
Other
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
|
21.9
|
%
|
|
37.4
|
%
|
|
33.4
|
%
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued and other liabilities
|
|
$
|
78
|
|
|
$
|
131
|
|
Stock-based compensation
|
|
19
|
|
|
28
|
|
||
Allowance for doubtful accounts
|
|
14
|
|
|
6
|
|
||
Unrecognized loss on cash flow hedging instruments
|
|
9
|
|
|
15
|
|
||
Intangible assets, state tax benefit
|
|
3
|
|
|
5
|
|
||
Operating loss carryforwards
|
|
2
|
|
|
1
|
|
||
Gross deferred tax assets
|
|
125
|
|
|
186
|
|
||
Less: Valuation allowance
|
|
(2
|
)
|
|
(1
|
)
|
||
Net deferred tax assets
|
|
123
|
|
|
185
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Acquired intangible assets
|
|
(236
|
)
|
|
(331
|
)
|
||
Property and equipment
|
|
(46
|
)
|
|
(35
|
)
|
||
Prepaid expenses
|
|
(13
|
)
|
|
(11
|
)
|
||
Unrealized gain on investments
|
|
(2
|
)
|
|
—
|
|
||
Other deferred tax liabilities
|
|
(3
|
)
|
|
(1
|
)
|
||
Total deferred tax liabilities
|
|
(300
|
)
|
|
(378
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(177
|
)
|
|
$
|
(193
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
152
|
|
|
$
|
142
|
|
|
$
|
154
|
|
Additions based on tax positions related to the current year
|
|
35
|
|
|
28
|
|
|
30
|
|
|||
Additions for tax positions of prior years
|
|
8
|
|
|
—
|
|
|
20
|
|
|||
Reductions due to lapsed statute of limitations
|
|
(9
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|||
Reductions due to settlements with taxing authorities
|
|
(3
|
)
|
|
(1
|
)
|
|
(21
|
)
|
|||
Reductions for tax positions of prior years
|
|
(2
|
)
|
|
(10
|
)
|
|
(33
|
)
|
|||
Ending balance
|
|
$
|
181
|
|
|
$
|
152
|
|
|
$
|
142
|
|
TD Ameritrade, Inc.
|
||||||||||||
Date
|
|
Net
Capital
|
|
Required
Net Capital (Minimum Dollar Requirement)
|
|
Net Capital
in Excess of Required Net Capital
|
||||||
September 30, 2018
|
|
$
|
181
|
|
|
$
|
0.25
|
|
|
$
|
181
|
|
September 30, 2017
|
|
$
|
155
|
|
|
$
|
0.25
|
|
|
$
|
155
|
|
Scottrade, Inc.
|
|||||||||||||||
Date
|
|
Net
Capital
|
|
Required
Net Capital
(2% of
Aggregate
Debit Balances)
|
|
Net Capital
in Excess of Required Net Capital
|
|
Ratio of Net
Capital to
Aggregate
Debit Balances
|
|||||||
September 30, 2018
(1)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
September 30, 2017
|
|
$
|
348
|
|
|
$
|
70
|
|
|
$
|
278
|
|
|
9.99
|
%
|
|
TD Ameritrade Futures & Forex LLC
|
||||||||||||
Date
|
|
Adjusted Net
Capital
|
|
Required Adjusted Net Capital
($20 Million Plus 5% of All Foreign Exchange Liabilities Owed to Forex Clients in Excess of
$10 Million)
|
|
Adjusted Net Capital
in Excess of
Required
Adjusted Net Capital
|
||||||
September 30, 2018
|
|
$
|
129
|
|
|
$
|
23
|
|
|
$
|
106
|
|
September 30, 2017
|
|
$
|
77
|
|
|
$
|
22
|
|
|
$
|
55
|
|
|
|
Number of
Options
(in thousands)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding at beginning and end of year
|
|
503
|
|
|
$
|
27.97
|
|
|
7.3
|
|
$
|
13
|
|
Exercisable at end of year
|
|
252
|
|
|
$
|
27.97
|
|
|
7.3
|
|
$
|
6
|
|
Risk-free interest rate
|
|
1.73
|
%
|
Expected dividend yield
|
|
2.4
|
%
|
Expected volatility
|
|
27
|
%
|
Expected option life (years)
|
|
6.5
|
|
|
|
Number of
Units
(in thousands)
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at beginning of year
|
|
2,394
|
|
|
$
|
34.83
|
|
Granted
|
|
671
|
|
|
$
|
50.61
|
|
Vested
|
|
(807
|
)
|
|
$
|
33.24
|
|
Forfeited
|
|
(129
|
)
|
|
$
|
41.72
|
|
Nonvested at end of year
|
|
2,129
|
|
|
$
|
39.99
|
|
|
|
Number of
Units
(in thousands)
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at beginning of year
|
|
265
|
|
|
$
|
39.48
|
|
Granted
|
|
235
|
|
|
$
|
49.50
|
|
Nonvested at end of year
|
|
500
|
|
|
$
|
44.19
|
|
|
|
2018
|
|
2017
|
||
Risk-free interest rate
|
|
1.84
|
%
|
|
1.34
|
%
|
Expected dividend yield
|
|
0
|
%
|
|
0
|
%
|
Expected volatility
|
|
28
|
%
|
|
27
|
%
|
Expected term (years)
|
|
2.8
|
|
|
2.9
|
|
Fiscal Year
|
|
Minimum
Lease
Payments
|
|
Sublease
Income
|
|
Net Lease
Commitments
|
||||||
2019
|
|
$
|
75
|
|
|
$
|
(1
|
)
|
|
$
|
74
|
|
2020
|
|
64
|
|
|
(1
|
)
|
|
63
|
|
|||
2021
|
|
45
|
|
|
—
|
|
|
45
|
|
|||
2022
|
|
34
|
|
|
—
|
|
|
34
|
|
|||
2023
|
|
28
|
|
|
—
|
|
|
28
|
|
|||
Thereafter (to 2033)
|
|
99
|
|
|
—
|
|
|
99
|
|
|||
Total
|
|
$
|
345
|
|
|
$
|
(2
|
)
|
|
$
|
343
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Client margin securities
|
|
$
|
31.4
|
|
|
$
|
23.8
|
|
Stock borrowings
|
|
0.8
|
|
|
1.2
|
|
||
Total collateral available
|
|
$
|
32.2
|
|
|
$
|
25.0
|
|
Collateral loaned
|
|
$
|
2.9
|
|
|
$
|
2.4
|
|
Collateral repledged
|
|
6.3
|
|
|
4.1
|
|
||
Total collateral loaned or repledged
|
|
$
|
9.2
|
|
|
$
|
6.5
|
|
|
|
|
|
September 30,
|
||||||
Assets
|
|
Balance Sheet Classification
|
|
2018
|
|
2017
|
||||
Cash
|
|
Receivable from brokers, dealers and clearing organizations
|
|
$
|
545
|
|
|
$
|
151
|
|
U.S. government debt securities
|
|
Securities owned, at fair value
|
|
50
|
|
|
398
|
|
||
Total
|
|
$
|
595
|
|
|
$
|
549
|
|
•
|
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.
|
•
|
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, U.S. government agency mortgage-backed securities, which consist of Ginnie Mae Home Equity Conversion Mortgages, 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.
|
|
|
As of September 30, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
2,373
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,373
|
|
Investments segregated and on deposit for regulatory purposes:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
|
—
|
|
|
225
|
|
|
—
|
|
|
225
|
|
||||
U.S. government agency mortgage-backed securities
|
|
—
|
|
|
1,302
|
|
|
—
|
|
|
1,302
|
|
||||
Subtotal - Investments segregated for regulatory purposes
|
|
—
|
|
|
1,527
|
|
|
—
|
|
|
1,527
|
|
||||
Securities owned:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
|
—
|
|
|
149
|
|
|
—
|
|
|
149
|
|
||||
Other
|
|
1
|
|
|
6
|
|
|
—
|
|
|
7
|
|
||||
Subtotal - Securities owned
|
|
1
|
|
|
155
|
|
|
—
|
|
|
156
|
|
||||
Investments available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
|
—
|
|
|
484
|
|
|
—
|
|
|
484
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
||||||||
Pay-variable interest rate swaps
(1)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
U.S. government debt securities
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Auction rate securities
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Subtotal - Other assets
|
|
—
|
|
|
3
|
|
|
1
|
|
|
4
|
|
||||
Total assets at fair value
|
|
$
|
2,374
|
|
|
$
|
2,169
|
|
|
$
|
1
|
|
|
$
|
4,544
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable and other liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Pay-variable interest rate swaps
(1)
|
|
$
|
—
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
96
|
|
|
(1)
|
See "
Fair Value Hedging
" in Note
10
for details.
|
|
|
As of September 30, 2017
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
1,081
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,081
|
|
Investments segregated and on deposit for regulatory purposes:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
|
—
|
|
|
4,094
|
|
|
—
|
|
|
4,094
|
|
||||
U.S. government agency mortgage-backed securities
|
|
—
|
|
|
1,486
|
|
|
—
|
|
|
1,486
|
|
||||
Subtotal - Investments segregated for regulatory purposes
|
|
—
|
|
|
5,580
|
|
|
—
|
|
|
5,580
|
|
||||
Securities owned:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
|
—
|
|
|
498
|
|
|
—
|
|
|
498
|
|
||||
Other
|
|
1
|
|
|
4
|
|
|
—
|
|
|
5
|
|
||||
Subtotal - Securities owned
|
|
1
|
|
|
502
|
|
|
—
|
|
|
503
|
|
||||
Investments available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
|
—
|
|
|
746
|
|
|
—
|
|
|
746
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
||||||||
Pay-variable interest rate swaps
(1)
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
||||
U.S. government debt securities
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Auction rate securities
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Subtotal - Other assets
|
|
—
|
|
|
27
|
|
|
1
|
|
|
28
|
|
||||
Total assets at fair value
|
|
$
|
1,082
|
|
|
$
|
6,855
|
|
|
$
|
1
|
|
|
$
|
7,938
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable and other liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Pay-variable interest rate swaps
(1)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
(1)
|
See "
Fair Value Hedging
" in Note
10
for details.
|
|
|
September 30, 2018
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
in the
Consolidated Balance Sheet
|
|
|
||||||||||||||
|
|
Gross Amounts
of Recognized
Assets and
Liabilities
|
|
Gross Amounts
Offset in the
Consolidated
Balance Sheet
|
|
Net Amounts
Presented in
the Consolidated
Balance Sheet
|
|
Financial
Instruments
(5)
|
|
Collateral
Received or
Pledged
(Including
Cash)
(6)
|
|
Net
Amount
(7)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments segregated for regulatory purposes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reverse repurchase agreements
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
(500
|
)
|
|
$
|
—
|
|
Receivable from brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits paid for securities borrowed
(1)
|
|
803
|
|
|
—
|
|
|
803
|
|
|
(41
|
)
|
|
(744
|
)
|
|
18
|
|
||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pay-variable interest rate swaps
|
|
2
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
1,305
|
|
|
$
|
—
|
|
|
$
|
1,305
|
|
|
$
|
(43
|
)
|
|
$
|
(1,244
|
)
|
|
$
|
18
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payable to brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits received for securities loaned
(2)(3)
|
|
$
|
2,914
|
|
|
$
|
—
|
|
|
$
|
2,914
|
|
|
$
|
(43
|
)
|
|
$
|
(2,544
|
)
|
|
$
|
327
|
|
Securities sold under agreements to repurchase
(4)
|
|
96
|
|
|
—
|
|
|
96
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
||||||
Accounts payable and other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pay-variable interest rate swaps
|
|
96
|
|
|
—
|
|
|
96
|
|
|
(82
|
)
|
|
—
|
|
|
14
|
|
||||||
Total
|
|
$
|
3,106
|
|
|
$
|
—
|
|
|
$
|
3,106
|
|
|
$
|
(221
|
)
|
|
$
|
(2,544
|
)
|
|
$
|
341
|
|
|
|
September 30, 2017
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
in the
Consolidated Balance Sheet
|
|
|
||||||||||||||
|
|
Gross Amounts
of Recognized
Assets and
Liabilities
|
|
Gross Amounts
Offset in the
Consolidated
Balance Sheet
|
|
Net Amounts
Presented in
the Consolidated
Balance Sheet
|
|
Financial
Instruments
(5)
|
|
Collateral
Received or
Pledged
(Including
Cash)
(6)
|
|
Net
Amount
(7)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments segregated for regulatory purposes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reverse repurchase agreements
|
|
$
|
1,004
|
|
|
$
|
—
|
|
|
$
|
1,004
|
|
|
$
|
—
|
|
|
$
|
(1,004
|
)
|
|
$
|
—
|
|
Receivable from brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits paid for securities borrowed
(1)
|
|
1,154
|
|
|
—
|
|
|
1,154
|
|
|
(110
|
)
|
|
(1,023
|
)
|
|
21
|
|
||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pay-variable interest rate swaps
|
|
26
|
|
|
—
|
|
|
26
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
||||||
Reverse repurchase agreements
|
|
65
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
||||||
Total other assets
|
|
91
|
|
|
—
|
|
|
91
|
|
|
(26
|
)
|
|
(65
|
)
|
|
—
|
|
||||||
Total
|
|
$
|
2,249
|
|
|
$
|
—
|
|
|
$
|
2,249
|
|
|
$
|
(136
|
)
|
|
$
|
(2,092
|
)
|
|
$
|
21
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payable to brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits received for securities loaned
(2)(3)
|
|
$
|
2,449
|
|
|
$
|
—
|
|
|
$
|
2,449
|
|
|
$
|
(112
|
)
|
|
$
|
(2,113
|
)
|
|
$
|
224
|
|
Securities sold under agreements to repurchase
(4)
|
|
97
|
|
|
—
|
|
|
97
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
||||||
Accounts payable and other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pay-variable interest rate swaps
|
|
3
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
||||||
Total
|
|
$
|
2,549
|
|
|
$
|
—
|
|
|
$
|
2,549
|
|
|
$
|
(210
|
)
|
|
$
|
(2,113
|
)
|
|
$
|
226
|
|
|
(1)
|
Included in the gross amounts of deposits paid for securities borrowed is
$462 million
and
$675 million
as of
September 30, 2018
and
2017
, respectively, transacted through a risk-sharing program with the OCC, which guarantees the return of cash to the Company. See "
General Contingencies
" in Note
15
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
$2.01 billion
and
$1.65 billion
as of
September 30, 2018
and
2017
, respectively, transacted through a risk-sharing program with the OCC, which guarantees the return of securities to the Company. See "
General Contingencies
" in Note
15
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 two business days. The following table summarizes the Company's gross liability for securities lending transactions by the class of securities loaned (dollars in millions):
|
(4)
|
The collateral pledged includes available-for-sale U.S. government debt securities at fair value. All of the Company's repurchase agreements have a remaining contractual maturity of less than 90 days and, upon default by either party, may be terminated at the option of the non-defaulting party. See "
General Contingencies
" in Note
15
for a discussion of the potential risks associated with repurchase agreements and how the Company mitigates those risks.
|
(5)
|
Amounts represent recognized assets and liabilities that are subject to enforceable master agreements with rights of setoff.
|
(6)
|
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
September 30, 2018
and
2017
, the Company had received total collateral with a fair value of
$1.30 billion
and
$2.26 billion
, respectively, and pledged total collateral with a fair value of
$2.76 billion
and
$2.32 billion
, respectively.
|
(7)
|
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.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||||||||||||||
Investments available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized loss
|
|
$
|
(12
|
)
|
|
$
|
3
|
|
|
$
|
(9
|
)
|
|
$
|
(9
|
)
|
|
$
|
4
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reclassification adjustment for realized loss included in net income
(1)
|
|
11
|
|
|
(4
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net change in investments available-for-sale
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|
4
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Reclassification adjustment for portion of realized loss amortized to net income
(2)
|
|
5
|
|
|
(1
|
)
|
|
4
|
|
|
4
|
|
|
(2
|
)
|
|
2
|
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
|||||||||
Net change in cash flow hedging instruments
|
|
5
|
|
|
(1
|
)
|
|
4
|
|
|
4
|
|
|
(2
|
)
|
|
2
|
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
|||||||||
Other comprehensive income (loss)
|
|
$
|
4
|
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
$
|
(5
|
)
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
|
(1)
|
The before tax reclassification amount and related tax effect are included in loss on sale of investments and provision for income taxes, respectively, on the Consolidated Statements of Income.
|
(2)
|
The before tax reclassification amounts and the related tax effects are included in interest on borrowings and provision for income taxes, respectively, on the Consolidated Statements of Income.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Investments available-for-sale:
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive loss before reclassification
|
|
(9
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Amount reclassified from accumulated other comprehensive loss
|
|
7
|
|
|
—
|
|
|
—
|
|
|||
Current period change
|
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Ending balance
|
|
$
|
(7
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
Cash flow hedging instruments:
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
(20
|
)
|
|
$
|
(22
|
)
|
|
$
|
(25
|
)
|
Amount reclassified from accumulated other comprehensive loss
|
|
4
|
|
|
2
|
|
|
3
|
|
|||
Adoption of Accounting Standards Update 2018-02 (Note 1)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Current period change
|
|
—
|
|
|
2
|
|
|
3
|
|
|||
Ending balance
|
|
$
|
(20
|
)
|
|
$
|
(20
|
)
|
|
$
|
(22
|
)
|
Total accumulated other comprehensive loss:
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
(25
|
)
|
|
$
|
(22
|
)
|
|
$
|
(25
|
)
|
Current period change
|
|
(2
|
)
|
|
(3
|
)
|
|
3
|
|
|||
Ending balance
|
|
$
|
(27
|
)
|
|
$
|
(25
|
)
|
|
$
|
(22
|
)
|
Description
|
|
Statement of Income
Classification
|
|
Revenues from TD and its Affiliates
|
||||||||||
2018
|
|
2017
|
|
2016
|
||||||||||
Insured Deposit Account Agreement
|
|
Bank deposit account fees
|
|
$
|
1,426
|
|
|
$
|
1,101
|
|
|
$
|
926
|
|
Mutual Fund Agreements
|
|
Investment product fees
|
|
17
|
|
|
15
|
|
|
11
|
|
|||
Other
|
|
Various
|
|
13
|
|
|
10
|
|
|
7
|
|
|||
Total revenues
|
|
$
|
1,456
|
|
|
$
|
1,126
|
|
|
$
|
944
|
|
Description
|
|
Statement of Income
Classification
|
|
Expenses to TD and its Affiliates
|
||||||||||
2018
|
|
2017
|
|
2016
|
||||||||||
Canadian Call Center Services Agreement
(1)
|
|
Various
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
22
|
|
Referral and Strategic Alliance Agreement
|
|
Other expense
|
|
5
|
|
|
5
|
|
|
3
|
|
|||
Other
|
|
Various
|
|
2
|
|
|
1
|
|
|
1
|
|
|||
Total expenses
|
|
$
|
7
|
|
|
$
|
17
|
|
|
$
|
26
|
|
|
(1)
|
The Company notified TD of its intent to not extend or renew the Canadian Call Center Services Agreement and services under this agreement ended by
September 30, 2017
.
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets:
|
|
|
|
|
||||
Receivable from affiliates
|
|
$
|
151
|
|
|
$
|
110
|
|
Liabilities:
|
|
|
|
|
||||
Payable to brokers, dealers and clearing organizations
|
|
$
|
47
|
|
|
$
|
37
|
|
Payable to affiliates
|
|
7
|
|
|
38
|
|
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
151
|
|
|
$
|
154
|
|
Receivable from subsidiaries
|
|
8
|
|
|
6
|
|
||
Investments available-for-sale, at fair value (including $98 million and $99 million of securities pledged as collateral for repurchase agreements at September 30, 2018 and 2017, respectively)
|
|
484
|
|
|
746
|
|
||
Investments in subsidiaries
|
|
9,976
|
|
|
9,043
|
|
||
Other, net
|
|
162
|
|
|
108
|
|
||
Total assets
|
|
$
|
10,781
|
|
|
$
|
10,057
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Accounts payable and other liabilities
|
|
$
|
240
|
|
|
$
|
104
|
|
Payable to subsidiaries and affiliates
|
|
3
|
|
|
54
|
|
||
Securities sold under agreements to repurchase
|
|
96
|
|
|
97
|
|
||
Long-term debt
|
|
2,439
|
|
|
2,555
|
|
||
Total liabilities
|
|
2,778
|
|
|
2,810
|
|
||
Stockholders' equity
|
|
8,003
|
|
|
7,247
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
10,781
|
|
|
$
|
10,057
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Net revenues
|
|
$
|
52
|
|
|
$
|
31
|
|
|
$
|
30
|
|
Operating expenses
|
|
21
|
|
|
34
|
|
|
26
|
|
|||
Operating income (loss)
|
|
31
|
|
|
(3
|
)
|
|
4
|
|
|||
Other expense
|
|
106
|
|
|
71
|
|
|
53
|
|
|||
Loss before income taxes and equity in income of subsidiaries
|
|
(75
|
)
|
|
(74
|
)
|
|
(49
|
)
|
|||
Provision for (benefit from) income taxes
|
|
15
|
|
|
(22
|
)
|
|
6
|
|
|||
Loss before equity in income of subsidiaries
|
|
(90
|
)
|
|
(52
|
)
|
|
(55
|
)
|
|||
Equity in income of subsidiaries
|
|
1,563
|
|
|
924
|
|
|
897
|
|
|||
Net income
|
|
$
|
1,473
|
|
|
$
|
872
|
|
|
$
|
842
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,473
|
|
|
$
|
872
|
|
|
$
|
842
|
|
Adjustments to reconcile net income to net cash flows provided by operating activities:
|
|
|
|
|
|
|
||||||
Equity in income of subsidiaries
|
|
(1,563
|
)
|
|
(924
|
)
|
|
(897
|
)
|
|||
Deferred income taxes
|
|
13
|
|
|
(12
|
)
|
|
—
|
|
|||
Dividends from subsidiaries
|
|
1,030
|
|
|
1,230
|
|
|
825
|
|
|||
Loss on sale of investments
|
|
11
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
|
60
|
|
|
36
|
|
|
34
|
|
|||
Other, net
|
|
9
|
|
|
9
|
|
|
8
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivable from subsidiaries
|
|
(2
|
)
|
|
2
|
|
|
(3
|
)
|
|||
Other assets
|
|
(92
|
)
|
|
—
|
|
|
1
|
|
|||
Accounts payable and other liabilities
|
|
42
|
|
|
(67
|
)
|
|
38
|
|
|||
Payable to subsidiaries and affiliates
|
|
(24
|
)
|
|
(4
|
)
|
|
26
|
|
|||
Net cash provided by operating activities
|
|
957
|
|
|
1,142
|
|
|
874
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Investment in subsidiaries
|
|
(425
|
)
|
|
(15
|
)
|
|
(60
|
)
|
|||
Loans made under intercompany credit agreements
|
|
(175
|
)
|
|
—
|
|
|
—
|
|
|||
Collections on intercompany credit agreements
|
|
175
|
|
|
—
|
|
|
—
|
|
|||
Cash paid in business acquisition
|
|
(4
|
)
|
|
(1,698
|
)
|
|
—
|
|
|||
Proceeds from sale of investments available-for-sale, at fair value
|
|
643
|
|
|
—
|
|
|
—
|
|
|||
Purchase of investments available-for-sale, at fair value
|
|
(392
|
)
|
|
—
|
|
|
(757
|
)
|
|||
Proceeds from sale and maturity of short-term investments
|
|
—
|
|
|
—
|
|
|
600
|
|
|||
Purchase of short-term investments
|
|
—
|
|
|
—
|
|
|
(601
|
)
|
|||
Net cash used in investing activities
|
|
(178
|
)
|
|
(1,713
|
)
|
|
(818
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
798
|
|
|
—
|
|
|||
Payment of debt issuance costs
|
|
(3
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Principal payments on long-term debt
|
|
—
|
|
|
(385
|
)
|
|
—
|
|
|||
Reimbursement (payment) of prepayment premium on long-term debt
|
|
2
|
|
|
(54
|
)
|
|
—
|
|
|||
Net proceeds from (payments on) securities sold under agreements to repurchase
|
|
(1
|
)
|
|
97
|
|
|
—
|
|
|||
Proceeds from Parent Senior Revolving Facility
|
|
200
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on Parent Senior Revolving Facility
|
|
(200
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of cash dividends
|
|
(477
|
)
|
|
(379
|
)
|
|
(362
|
)
|
|||
Proceeds from issuance of common stock
|
|
—
|
|
|
400
|
|
|
—
|
|
|||
Purchase of treasury stock
|
|
(255
|
)
|
|
—
|
|
|
(352
|
)
|
|||
Purchase of treasury stock for income tax withholding on stock-based compensation
|
|
(17
|
)
|
|
(27
|
)
|
|
(30
|
)
|
|||
Payment for future treasury stock under accelerated stock repurchase agreement
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
—
|
|
|
35
|
|
|
16
|
|
|||
Net cash provided by (used in) financing activities
|
|
(782
|
)
|
|
477
|
|
|
(728
|
)
|
|||
Net decrease in cash and cash equivalents
|
|
(3
|
)
|
|
(94
|
)
|
|
(672
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
154
|
|
|
248
|
|
|
920
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
151
|
|
|
$
|
154
|
|
|
$
|
248
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
94
|
|
|
$
|
50
|
|
|
$
|
47
|
|
Income taxes paid
|
|
$
|
309
|
|
|
$
|
452
|
|
|
$
|
488
|
|
Noncash investing activities:
|
|
|
|
|
|
|
||||||
Issuance of common stock in acquisition
|
|
$
|
—
|
|
|
$
|
1,261
|
|
|
$
|
—
|
|
Assets transferred to a subsidiary, net
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
|
For the Fiscal Year Ended September 30, 2018
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Net revenues
|
|
$
|
1,257
|
|
|
$
|
1,415
|
|
|
$
|
1,382
|
|
|
$
|
1,398
|
|
Operating income
|
|
$
|
336
|
|
|
$
|
396
|
|
|
$
|
631
|
|
|
$
|
635
|
|
Net income
|
|
$
|
297
|
|
|
$
|
271
|
|
|
$
|
451
|
|
|
$
|
454
|
|
Basic earnings per share
|
|
$
|
0.52
|
|
|
$
|
0.48
|
|
|
$
|
0.79
|
|
|
$
|
0.80
|
|
Diluted earnings per share
|
|
$
|
0.52
|
|
|
$
|
0.48
|
|
|
$
|
0.79
|
|
|
$
|
0.80
|
|
|
|
For the Fiscal Year Ended September 30, 2017
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter |
||||||||
Net revenues
|
|
$
|
859
|
|
|
$
|
904
|
|
|
$
|
931
|
|
|
$
|
983
|
|
Operating income
|
|
$
|
353
|
|
|
$
|
358
|
|
|
$
|
394
|
|
|
$
|
361
|
|
Net income
|
|
$
|
216
|
|
|
$
|
214
|
|
|
$
|
231
|
|
|
$
|
211
|
|
Basic earnings per share
|
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
$
|
0.44
|
|
|
$
|
0.40
|
|
Diluted earnings per share
|
|
$
|
0.41
|
|
|
$
|
0.40
|
|
|
$
|
0.44
|
|
|
$
|
0.39
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available
for future
issuance under equity
compensation plans
(excluding
securities reflected
in column (a))
|
|
||||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
|
3,286,766
|
|
(1)
|
$
|
27.97
|
|
(2)
|
5,552,799
|
|
(3)
|
|
(1)
|
Consists of 503,247 stock options, 2,129,241 restricted stock units, 499,830 performance restricted stock units, and 154,448 deferred stock units outstanding under the Company's stock incentive plans.
|
(2)
|
The weighted average exercise price does not take into account awards that have no exercise price, such as restricted stock units and deferred stock units.
|
(3)
|
The TD Ameritrade Holding Corporation Long-Term Incentive Plan (the "LTIP") and the 2006 Directors Incentive Plan (the "Directors Plan") authorize the issuance of shares of common stock as well as options. As of September 30,
2018
, there were 4,733,256 shares and 819,543 shares remaining available for issuance pursuant to the LTIP and the Directors Plan, respectively.
|
(a)
|
Documents filed as part of this Report
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
(b)
|
Exhibits
|
Exhibit No.
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Exhibit No.
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Exhibit No.
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Exhibit No.
|
|
Description
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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
|
|
^
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.
|
|
|
*
|
Management contracts and compensatory plans and arrangements required to be filed as exhibits under Item 15(b) of this report.
|
|
|
†
|
Confidential treatment has been granted with respect to the omitted portions of this Exhibit, which portions have been filed separately with the Securities and Exchange Commission.
|
TD AMERITRADE HOLDING CORPORATION
|
||
|
|
|
By:
|
|
/s/ TIM HOCKEY
|
|
|
Tim Hockey
|
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
By:
|
|
/s/ STEPHEN J. BOYLE
|
|
|
Stephen J. Boyle
|
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
/s/ JOSEPH H. MOGLIA
|
|
/s/ IRENE R. MILLER
|
Joseph H. Moglia
Chairman of the Board
|
|
Irene R. Miller
Director
|
|
|
|
/s/ BHARAT B. MASRANI
|
|
/s/ MARK L. MITCHELL
|
Bharat B. Masrani
Vice Chairman of the Board
|
|
Mark L. Mitchell
Director
|
|
|
|
/s/ LORENZO A. BETTINO
|
|
/s/ WILBUR J. PREZZANO
|
Lorenzo A. Bettino
Director
|
|
Wilbur J. Prezzano
Director
|
|
|
|
/s/ V. ANN HAILEY
|
|
/s/ TODD M. RICKETTS
|
V. Ann Hailey
Director
|
|
Todd M. Ricketts
Director
|
|
|
|
/s/ BRIAN M. LEVITT
|
|
/s/ ALLAN R. TESSLER
|
Brian M. Levitt
Director
|
|
Allan R. Tessler
Director
|
|
|
|
/s/ KAREN E. MAIDMENT
|
|
|
Karen E. Maidment
Director
|
|
|
Grant Date:
|
|
[Date]
|
|
|
|
Total Number of
|
|
|
Restricted Stock Units:
|
|
[Number]
|
|
|
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 subject to all of the terms 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 applicable 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.
|
•
|
“X” is the number of whole DEUs to be credited (which will be rounded down to the next whole number. No fractional number of DEUs will be credited pursuant to this paragraph 30).
|
•
|
“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 (including DEUs) remaining subject to this Agreement as of the cash dividend record date but immediately prior to the application of this paragraph 30 for that cash dividend.
|
•
|
“C” is the Fair Market Value of a Share on the cash dividend payment date.
|
•
|
Assume also that on May 10, 2016, when all of the Restricted Stock Units under the Award remain unvested, a cash dividend payment date occurs, and a cash amount equal to the then‑Fair Market Value of 100 Shares becomes payable on the Award. Accordingly, 100 DEUs will be credited to the Award, and those DEUs will be scheduled to vest as to 33 DEUs on each of the one (1) and two (2) year anniversaries of the Award’s grant date and as to 34 DEUs on the three (3) year anniversary of the grant date, but in each case only if the Grantee remains an Employee continuously through the applicable vesting dates.
|
•
|
Assume further that on May 10, 2017, when a total of 667 Restricted Stock Units remain unvested and subject to the Award, a second cash dividend payment date occurs, and a cash amount equal to the then‑Fair Market Value of 73 Shares becomes payable on the Award. Accordingly, 73 DEUs will be credited to the Award, and those DEUs will be scheduled to vest as to 48 DEUs on the two (2) year anniversary of the Award and as to 25 DEUs on the three (3) year anniversary of the Award, but in each case only if the Grantee remains an Employee continuously through the applicable vesting dates.
|
•
|
Assume lastly that on May 10, 2018, when a total of 334 Restricted Stock Units remain unvested and subject to the Award, a third cash dividend payment date occurs, and a cash amount equal to the then‑Fair Market Value of 39 Shares becomes payable on the Award. Accordingly, 39 DEUs are credited to the Award, and those DEUs will be scheduled to vest in full on the three (3) year anniversary of the Award, but only if the Grantee remains an Employee continuously through that vesting date.
|
Cash Dividend Payment Date
|
Number of DEUs Credited on Cash Dividend Payment Date
|
Number of DEUs Scheduled to Vest on January 5, 2017
|
Number of DEUs Scheduled to Vest on January 5, 2018
|
Number of DEUs Scheduled to Vest on January 5, 2019
|
May 10, 2016
|
100
|
33
|
33
|
34
|
May 10, 2017
|
73
|
—
|
48
|
25
|
May 10, 2018
|
39
|
—
|
—
|
39
|
TD Ameritrade Holding Corporation
|
||||||||||||||||||||
Computation of Ratio of Earnings to Fixed Charges
|
||||||||||||||||||||
(Dollars in millions)
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Determination of earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income
|
|
$
|
1,887
|
|
|
$
|
1,394
|
|
|
$
|
1,265
|
|
|
$
|
1,288
|
|
|
$
|
1,270
|
|
Fixed charges
|
|
149
|
|
|
99
|
|
|
78
|
|
|
65
|
|
|
47
|
|
|||||
Less: Capitalized interest
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Undistributed income of equity investee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (A)
|
|
$
|
2,035
|
|
|
$
|
1,492
|
|
|
$
|
1,342
|
|
|
$
|
1,353
|
|
|
$
|
1,317
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on borrowings
(1)
|
|
$
|
99
|
|
|
$
|
71
|
|
|
$
|
53
|
|
|
$
|
43
|
|
|
$
|
25
|
|
Capitalized interest
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Brokerage interest expense
|
|
21
|
|
|
9
|
|
|
7
|
|
|
6
|
|
|
6
|
|
|||||
Interest portion of rent expense
|
|
28
|
|
|
18
|
|
|
17
|
|
|
16
|
|
|
16
|
|
|||||
Total fixed charges (B)
|
|
$
|
149
|
|
|
$
|
99
|
|
|
$
|
78
|
|
|
$
|
65
|
|
|
$
|
47
|
|
Ratio of earnings to fixed charges (A) ÷ (B)
|
|
13.7
|
|
|
15.1
|
|
|
17.2
|
|
|
20.8
|
|
|
28.0
|
|
|||||
Ratio of earnings to fixed charges, excluding brokerage interest expense
(2)
|
|
15.7
|
|
|
16.5
|
|
|
18.8
|
|
|
22.8
|
|
|
32.0
|
|
|
Subsidiaries of the Registrant
|
||
Subsidiary
|
|
State or Other Jurisdiction of Domicile
|
Ameritrade International Company
|
|
Cayman Islands
|
Datek Online Management Corp.
|
|
Delaware
|
Financial Passport, Inc.
|
|
Delaware
|
myTrade, Inc.
|
|
Delaware
|
Scottrade, Inc.
|
|
Arizona*
|
Scottrade Financial Services, Inc.
|
|
Delaware
|
TD Ameritrade, Inc.
|
|
New York**
|
TD Ameritrade Clearing, Inc.
|
|
Nebraska
|
TD Ameritrade Futures & Forex LLC
|
|
Delaware
|
TD Ameritrade Hong Kong Limited
|
|
Hong Kong
|
TD Ameritrade Investment Management, LLC
|
|
Delaware
|
TD Ameritrade IP Company, Inc.
|
|
Delaware
|
TD Ameritrade Media Productions Company
|
|
Delaware
|
TD Ameritrade Online Holdings Corp.
|
|
Delaware
|
TD Ameritrade Services Company, Inc.
|
|
Delaware***
|
TD Ameritrade Singapore Pte. Ltd.
|
|
Singapore
|
TD Ameritrade Trust Company
|
|
Maine
|
TD Waterhouse Canadian Call Center, Inc.
|
|
Ontario
|
Ten Bagger Incorporated
|
|
Nevada
|
The Insurance Agency of TD Ameritrade, LLC
|
|
Delaware
|
ThinkTech, Inc.
|
|
Delaware****
|
TradeWise Advisors, Inc.
|
|
Delaware
|
|
||
* This entity does business as Scottsdale Securities Inc., Scottrade, Scottrade Financial Services and/or Scottrade.com in one or more states.
|
||
** In Illinois, this entity does business as Thinkorswim and Thinkorswim Powered by TD Ameritrade
|
||
*** In Texas, this entity does business as Ameritrade Support Services Corporation
|
||
**** In Texas, this entity does business as T2 Technology Support, Inc.
|
||
|
|
|
Unless otherwise noted, each subsidiary does business under its actual name.
|
(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. 333-160073),
|
(5)
|
Registration Statement (Form S-3 No. 333-163211),
|
(6)
|
Registration Statement (Form S-3 No. 333-185286),
|
(7)
|
Registration Statement (Form S-3 No. 333-217367); and
|
(8)
|
Registration Statement (Form S-3 No. 333-220513);
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
|
/
S
/ TIM HOCKEY
|
|
Tim Hockey
|
|
President, Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
|
/s/ STEPHEN J. BOYLE
|
|
Stephen J. Boyle
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|
Dated:
|
November 16, 2018
|
|
/s/ TIM HOCKEY
|
|
|
|
Tim Hockey
|
|
|
|
President, Chief Executive Officer
|
|
|
|
|
Dated:
|
November 16, 2018
|
|
/s/ STEPHEN J. BOYLE
|
|
|
|
Stephen J. Boyle
|
|
|
|
Executive Vice President, Chief Financial Officer
|