Percentage of Net Revenues
Fiscal Year Ended September 30,
Class of Service 2016 2015 2014
Commissions and transaction fees 41.2 % 43.1 % 43.2 %
Insured deposit account fees 27.8 % 25.8 % 26.3 %
Net interest revenue 17.9 % 19.2 % 18.6 %
Investment product fees 11.3 % 10.3 % 9.9 %
Other revenues 1.8 % 1.6 % 2.0 %
Net revenues 100.0 % 100.0 % 100.0 %


•	U.S. Market access in Asia. We offer clients in Singapore and Hong Kong access to U.S. markets and the ability to trade stocks, ETFs, options, futures and options on futures.

We provide our clients with an array of channels to access our products and services. These include the Internet, our network of retail branches, mobile trading applications, chatbot, interactive voice response and registered representatives via telephone.

Prior to October 3, 2019, we earned commissions and transaction fees on client trades in common and preferred stock, certain ETFs, exchange-traded notes, closed-end funds, options, futures, foreign exchange, mutual funds, fixed income securities and annuities. Effective October 3, 2019, we introduced: (1) $0 commissions on online exchange-listed stock, ETF (domestic and Canadian) and option trades and (2) a fee of $0.65 per contract on listed stock and ETF option trades with no additional exercise and assignment fees. Order routing revenue generated from payments and/or rebates received from market centers is a component of commissions and transaction fees. Margin lending, securities borrowed and loaned transactions and client cash generate net interest revenue. Cash management services generate bank deposit account fees. Fees earned from mutual funds, investment program fees and referrals generate investment product fee revenues. Other revenues include proxy income, solicit and tender fees and other fees charged for ancillary services provided to clients. The following table presents the percentage of net revenues contributed by each class of similar services during the last three fiscal years:



	Percentage of Net Revenues Fiscal Year Ended September 30,
Class of Service	2019		2018		2017
Commissions and transaction fees	33.3	%	36.1	%	37.6	%
Bank deposit account fees	28.5	%	28.3	%	30.1	%
Net interest revenue	25.5	%	23.3	%	18.8	%
Investment product fees	9.7	%	10.2	%	11.5	%
Other revenues	3.0	%	2.1	%	2.0	%
Net revenues	100.0	%	100.0	%	100.0	%

Client Service and Support

We strive to provide the best client service in the industry, as measured ~~by: (1)~~by speed of response time to telephone calls, ~~(2)~~ turnaround time responding to client inquiries and ~~(3)~~ client satisfaction with the account relationship. We are committed to delivering a meaningful investing experience to our diverse client base.

We endeavor to optimize our client service by:

~~Ensuring~~assuring 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 Financial Industry Regulatory Authority ("FINRA") Series 7 license;

~~Tailoring~~ tailoring client service to the particular expectations of ~~the clients of each of our client segments;~~clients; and

~~Expanding~~ expanding our use of technology to provide automated responses to the most typical inquiries generated in the course of clients' ~~securities~~ trading, investing and related activities.

We provide ~~access to~~ client service and support through the following means:


•	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, enabling 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 275 retail branches located in 47 states and the District of Columbia.


•	Email. Our operating standards require a response within 24 hours of receipt of the email, but we strive to respond within four hours after receiving the original message.


•	Telephone. We provide a toll-free number that connects to advanced call handling systems, which provide automated processing of calls. Our systems also allow linkage between caller identification and the client

~~Websites.~~ ~~Our websites provide basic information on how to use our services, as well as an in-depth education center that includes a selection~~

Table of ~~online investing courses. "Ted," our Virtual Investment Consultant, is a web tool that allows retail clients to interact with a virtual representative to ask about our products, tools and services.~~Contents

~~Branches.~~ ~~We offer a nationwide network of over 100 retail branches, located primarily in large metropolitan areas.~~

~~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 immediate access to the client's account data when the call is received. Client service representatives are available 24 hours a day, seven days a week.

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~~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.


•	Mobile app. Support on the TD Ameritrade Mobile Trader App allows clients to text with a trading specialist for immediate answers to questions or share their screens for help.


•	TTY services for the hearing impaired. We provide sign language and oral interpreters and/or other auxiliary aids and services free of charge for the hearing impaired.

Technology and Information Systems

Our technological capabilities and systems are central to our business and are critical to our goal of providing the best execution at the best value tofor our clients. Our operations require reliable, scalable systems that can handle complex financial transactions for our clients with speed and accuracy. We maintain sophisticated and proprietary technology that automates ~~traditionally labor-intensive~~ securities transactions. Our ability to effectively leverage and adopt new technology to improve our services is a key component of our success.

We continue to make investments in technology and information systems. We have spent a significant amount of resources to increase capacity and improve speed, reliability and security. To provide for system continuity during potential power outages, we have equipped our data centers with uninterruptible power supply units and back-up generators. We invest annually in our cybersecurity capabilities and utilize the industry standard, National Institute of Standards and Technology framework, as well as leading risk mitigation approaches to benchmark ourselves and to continually enhance client and systems protection.

Advertising and Marketing

We intend to continue to grow and increase our market share by advertising online, on television, in print, ~~and email and~~ on our own websites and utilizing various forms of social media. We invest heavily in advertising programs designed to bring greater brand recognition to our ~~services. We~~services, and we intend to continue to aggressively ~~advertise our services.~~advertise. From time to time, we may choose to increase our advertising to ~~target specific~~targeted groups of investors or toincrease or decrease our advertising in response to market conditions.

Advertising for retail clients is generally conducted through ~~websites,~~digital, search and social media, financial news networks and other television and cable networks. We also place print advertisements in a broad range of business ~~publications and use email advertising.~~publications. Advertising for institutional clients is significantly less than for retail clients and is generally conducted through highly-targeted media.

To monitor the success of our various marketing efforts, we utilize a media mix model that uses robust data ~~sets~~ to analyze the return on investment of our marketing ~~channels and identify high value client segments.~~expenses. This model also supports decisions on spending levels and helps us determine the point at which we begin to experience diminishing returns. Additionally, our advanced data and analytics capabilities enable a more targeted, personalized experience for prospective and existing clients. How we share client information is disclosed in our privacy statement.

All of our securities brokerage-related communications with the public are regulated by ~~the Financial Industry Regulatory Authority ("FINRA").~~FINRA. All of our futures and foreign exchange brokerage-related communications with the public are regulated by the National Futures Association ("NFA").

Clearing Operations

Our subsidiary, TD Ameritrade Clearing, Inc. ("TDAC"), provides clearing and execution services tofor our ~~introducing broker-dealer subsidiary.~~securities brokerage business. Clearing services include the confirmation, receipt, settlement, delivery and record-keeping functions involved in processing securities transactions. ~~Our clearing broker-dealer subsidiary provides the following back office functions:~~TDAC:

~~Maintaining~~maintains client accounts;

~~Extending~~extends credit in a margin ~~account~~accounts to ~~the client;~~clients;

~~Engaging~~engages in securities lending and ~~borrowing transactions;~~borrowing;

~~Settling~~settles securities transactions with clearinghouses such as The Depository Trust & Clearing Corporation ("DTCC") and The Options Clearing ~~Corporation;~~Corporation ("OCC");

~~Settling~~

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settles commissions and transaction fees;

~~Preparing~~prepares client trade confirmations and statements;

~~Performing~~performs designated cashiering functions ~~including the~~(including delivery and receipt of funds and securities to orand from ~~the client;~~clients);

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~~Possession, control~~possesses, controls and ~~safeguarding of~~safeguards funds and securities in client accounts;

~~Processing~~processes cash sweep transactions to and from ~~insured~~bank deposit accounts and money market mutual funds;

~~Transmitting~~transmits tax accounting information to ~~the client~~clients and to the applicable tax ~~authority;~~authorities; and

~~Forwarding~~forwards prospectuses, proxy materials and other shareholder information to clients.

We contract with external providers for futures clearing. We also contract with an external provider to facilitate foreign exchange trading for our clients.

Competition

We believe that the principal determinants of success in the retail brokerage market are brand recognition, size of client base and client assets, ability to attract new clients and client assets, client trading activity, efficiency of operations, technology infrastructure and advancements and access to financial resources. We also believe that the principal factors considered by clients in choosing a brokerage firm are reputation, client service quality, price, convenience, product offerings, quality of trade execution, platform capabilities, innovation and overall value. Based on our experience, focus group research and the success we have enjoyed to date, we believe that we presently compete successfully in each of these categories.

The market for brokerage services, particularly electronic brokerage services, continues to evolve and is highly competitive. We experience significant competition and expect this competitive environment to continue. We encounter direct competition from numerous other brokerage firms, many of which provide online brokerage services. These competitors include E*TRADE Financial Corporation, The Charles Schwab Corporation and Fidelity Investments. Scottrade is also a competitor, but we have agreed to acquire Scottrade. For further information about the Scottrade acquisition, please see "Planned Acquisition of Scottrade Financial Services, Inc." above. We also encounter competition from the broker-dealer affiliates of established full-commission brokerage firms, such as Merrill Lynch and Morgan Stanley, as well as ~~financial institutions,~~from banks, mutual fund sponsors, online wealth management services (including so-called "robo-advisors") and other financial institutions and organizations, some of which provide online brokerage services.

Regulation

The securities, futures and foreign exchange industries are subject to extensive regulation under federal and state law. ~~Broker-dealers~~Our broker-dealers, TD Ameritrade, Inc. and TDAC, are required to register with the U.S. Securities and Exchange Commission ("SEC") and to be members of ~~FINRA.~~FINRA and the Municipal Securities Rulemaking Board ("MSRB"). Our futures commission merchant ("FCM") and forex dealer member ("FDM") subsidiary, TD Ameritrade Futures & Forex LLC ("TDAFF"), is registered with the Commodity Futures Trading Commission ("CFTC") and is a member of, and the corresponding services functions are regulated by, the NFA. Our broker-dealer subsidiaries are subject to the requirements of the Securities Exchange Act of 1934 (the "Exchange Act") relating to broker-dealers, including, among other things, minimum net capital requirements under the SEC Uniform Net Capital Rule (Rule 15c3-1), ~~"best execution"~~best execution requirements for client trades under SEC guidelines and FINRA rules and segregation of client funds under the SEC Customer Protection Rule (Rule 15c3-3), administered by the SEC and FINRA. TDAFF is subject to regulations under the Commodity Exchange Act, administered by the CFTC and NFA, including CFTC Regulations 1.17 and 5.7, which require the maintenance of minimum adjusted net capital, and CFTC Regulation 1.20, which requires segregation of client funds.

Net capital rules are designed to protect clients, counterparties and creditors by requiring a broker-dealer, an FCM or an FDM to have sufficient liquid resources available to satisfy its financial obligations. Net capital is a measure of a broker-dealer's, an FCM's or an FDM's readily available liquid assets, reduced by its total liabilities other than approved subordinated debt. Under the SEC Uniform Net Capital Rule, a broker-dealer may not repay any subordinated borrowings, pay cash dividends or make any unsecured advances or loans to its parent company or employees if such payment would result in a net capital amount below required levels. AnA broker-dealer is required to provide notice to the SEC and FINRA if its net capital is below certain required levels. Likewise, an FCM and

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an FDM, such as TDAFF, must provide notice to the CFTC if its adjusted net capital amounts are below required levels.

As explained in SEC guidelines and FINRA rules, brokers are required to seek the "best execution" reasonably available for their clients' orders. In part, this requires brokers to use reasonable diligence so that the price to the client is as favorable as possible under prevailing market conditions. We send client orders to a number of market centers, including market makers and exchanges, which encourages competition and ensures redundancy. We utilize a committee structure to conduct regular reviews of the securities trade execution quality we obtain from these

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market centers. For non-directed client orders, it is our policy to route orders to market centers based on a number of factors that are more fully discussed in the Supplemental Materials of FINRA Rule 5310, including, where applicable, but not necessarily limited to, speed of execution, price improvement opportunities, differences in price disimprovement, likelihood of executions, the marketability of the order, size guarantees, service levels and support, the reliability of order handling systems, client needs and expectations, transaction costs and whether the firm will receive remuneration for routing order flow to such market centers. Price improvement is available under certain market conditions and for certain order types and we regularly monitor executions to test for such improvement if available. Each quarter we also publicly disclose on SEC Rule 606 Reports information about the market centers we use and the related order routing revenue we received. Our SEC Rule 606 Reports can be found at ~~www.tdameritrade.com~~.

Certain of our subsidiaries are also registered as investment advisors under the Investment Advisers Act of 1940. We are also subject to regulation in all 50 states, ~~and~~ the District of Columbia and Puerto Rico, including registration requirements. TD Ameritrade Trust Company is chartered in the state of Maine as a state-regulated non-depository trust company. 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 of Hong Kong.

In its capacity as a securities clearing firm, TDAC is a member of ~~The Depository Trust & Clearing Corporation ("DTCC")~~the DTCC and ~~The Options Clearing Corporation ("OCC"),~~the OCC, each of which is registered as a clearing agency with the SEC. As a member of these clearing agencies, TDAC is required to comply with the rules of such clearing agencies, including rules relating to possession or control of client funds and securities, margin lending and execution and settlement of transactions.

Margin lending activities are subject to limitations imposed by regulations of the Federal Reserve System and FINRA. In general, these regulations provide that, in the event of a significant decline in the value of securities collateralizing a margin account, we are required to obtain additional collateral from the borrower or liquidate security positions.

Because TD owns more than 25% of our common stock, we are considered a non-bank subsidiary of TD under the Bank Holding Company Act of 1956 (the "BHC Act"). As a result, we are subject to the supervision and regulation of the Federal Reserve. These banking regulations limit the activities and the types of businesses that we may conduct and the types of companies we may acquire. Under these regulations, the Federal Reserve could impose significant limitations on our current business and operations. TD is currently regulated as a "financial holding company" under the BHC Act, which allows TD and us to engage in a much broader set of activities than would otherwise be permitted under the BHC Act.

We are subject to a number of state, federal and ~~federal~~foreign laws applicable to companies conducting business on the Internet that address client privacy, system security and safeguarding practices and the use of client information.

For additional, important information relating to government regulation, please review the information set forth under the heading "Risk Factors Relating to the Regulatory and Legislative Environment" in Item 1A — Risk Factors.

Risk Management

Our business activities expose us to various risks. Identifying and measuring our risks is critical to our ability to manage risk within acceptable tolerance levels in order to minimize the effect on our business, results of operations and financial condition.

Our management team is responsible for managing ~~risk, and it~~risk. It is overseen by our board of directors, primarily through the board's Risk Committee. We use risk management processes and have policies and procedures for identifying, measuring and managing risks, including establishing threshold levels for our most significant risks. Our risk management, compliance, internal audit, and legal departments assist ~~management~~ in identifying and managing risks. Our management team's Enterprise Risk Committee ("ERC") is responsible for reviewing risk exposures and risk mitigation. Subcommittees of the ERC have been established to assist in identifying and managing specific areas of risk.

Our business exposes us to the following broad categories of risk:

Operational Risk — Operational risk is the risk of loss resulting from inadequate or failed internal processes or controls, human error or misconduct, systems and technology problems or from external events. It also involves compliance with regulatory and legal requirements. Operational risk is the most prevalent form of risk in our risk profile. We manage operational risk by establishing policies and procedures to accomplish timely and efficient processing, obtaining periodic internal control attestations from management and conducting internal audit reviews to evaluate the effectiveness of internal controls.

Cybersecurity Risk— Cybersecurity risk is the risk of a malicious technological attack intended to impact the confidentiality, availability, or integrity of our systems and data, including, but not limited to, sensitive client data. Our technology and security teams rely on a layered system of preventive and detective technologies, practices, and

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policies to detect, mitigate, and neutralize cybersecurity threats. In addition to the ERC, our management team's Security Executive Oversight Committee regularly assesses our cybersecurity risks and mitigation efforts. Cyber attacks can also result in financial and reputational risk.

Market Risk — Market risk is the risk of loss resulting from adverse movements in market factors, such as asset prices, foreign exchange rates and interest rates. Our market risk related to asset prices is mitigated by ~~our~~us routing client trades for execution, ~~of client trades~~ primarily on an agency rather than on a principal basis, and our maintenance of

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~~only a small inventory~~ of fixed-income securities to meet client requirements. Interest rate risk is our most prevalent form of market risk. For more information about our interest rate risk and how we manage it, see Item 7A — Quantitative and Qualitative Disclosures About Market Risk.

Credit Risk — Credit risk is the risk of loss resulting from failure of obligors to honor their ~~payments.~~payment obligations. Our exposure to credit risk mainly arises from client margin lending and leverage activities, securities lending activities and other counterparty credit risks. For more information about our credit risk and how we manage it, see Item 7A – Quantitative and Qualitative Disclosures About Market Risk.

Liquidity Risk — Liquidity risk is the risk of loss resulting from the inability to meet current and future cash flow needs. We actively monitor our liquidity position at the holding company and at the broker-dealer and FCM/FDM subsidiary levels. For more information, see Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.

Strategic Risk — Strategic risk is the risk of loss arising from ineffective business strategies, improper implementation of business strategies, or lack of responsiveness to changes in the business and competitive environment. Our executive management is responsible for establishing an appropriate corporate strategy intended to create value for stockholders, clients and employees, with oversight by our board of directors. Our management is responsible for defining the priorities, initiatives and resources necessary to execute the strategic plan, the success of which is regularly evaluated by the board of directors.

Reputational Risk — Reputational risk is the risk arising from possible negative perceptions, whether true or not, of the Company among our clients, counterparties, stockholders, suppliers, employees and regulators. The potential for either enhancing or damaging our reputation is inherent in almost all aspects of business activity. We manage this risk through our commitment to a set of core values that emphasize and reward high standards of ethical behavior, maintaining a culture of compliance and by being responsive to client and regulatory requirements.

Risk is inherent in our business, and therefore, despite our efforts to manage risk, there can be no assurance that we will not sustain unexpected losses. For a discussion of the factors that could materially affect our business, financial condition or future results of operations, see Item 1A — Risk Factors.

Intellectual Property Rights

Our success and ability to compete are significantly dependent on our intellectual property. We rely on copyright, trade secret, trademark, domain name, patent and contract laws to protect our intellectual property and have utilized the various methods available to us, including filing applications for patents and trademark registrations with the United States Patent and Trademark Office and entering into written licenses and other technology agreements with third parties. Our patented and patent pending technologies include stock indexing and investor education technologies, as well as innovative trading and analysis tools. Our trademarks include both our primary brand, TD Ameritrade (including the "TD" name through a trademark license agreement with TD), as well as brands for other products and services. A substantial portion of our intellectual property is protected by trade secrets. The source code and object code for our proprietary software isare also protected using applicable methods of intellectual property protection and general protections afforded to confidential information. In addition, it is our policy to enter into confidentiality and intellectual property ownership agreements with our employees and confidentiality and noncompetition agreements with our independent contractors and business partners and to control access to and distribution of our intellectual property.

Employees

As of September 30, ~~2016,~~2019, we had ~~6,010~~9,226 full-time equivalent employees. None of our employees is covered by a collective bargaining agreement. We believe that our relations with our employees are good. In fiscal 2016, we surveyed our employees and found that 87% responded favorably to questions designed to measure sustainable employee engagement. This score placed us in the "best in class" companies benchmark as measured by Willis Towers Watson for the fifth year in a row.

~~Financial Information about Segments and Geographic Areas~~

We primarily operate in the securities brokerage industry and have no other reportable segments. Substantially all of our revenues from external clients for the fiscal years ended September 30, 2016, 2015 and 2014 were derived from our operations in the United States.

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Websites and Social Media Disclosure

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

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the following factors, which could materially affect our business, financial condition, or future results of ~~operations.~~operations or stock price, and many of which we cannot control. Although the risks described below are those that ~~management believes~~we believe are the most significant, these are not the only risks facing our ~~company.~~Company. Additional risks and uncertainties not currently known to us or that we currently do not deem to be material also may materially affect our business, financial condition, or future results of ~~operations.~~operations or stock price.

Risk Factors Relating to Our Business Operations

Economic, social and political conditions and other securities industry risks could adversely affect our business.

Substantially all of our revenues are derived from our securities brokerage ~~business.~~business, which generates asset-based revenues and transaction-based revenues. Like other securities brokerage businesses, we are directly affected by economic, social and political conditions, broad trends in business and finance and changes in volume and price levels of securities transactions. Events in global financial markets in recent years resulted in substantial market volatility and increased client trading ~~volume. However,~~volume, but any sustained downturn in general economic conditions or U.S. equity markets could result in reduced client trading volume and net revenues. For example, events such as the terrorist attacks in the United States on September 11, 2001 and the invasion of Iraq in 2003 resulted in periods of substantial market volatility and reductions in trading volume and netorder routing revenues. Severe market fluctuations or weak economic conditions could reduce our trading volume and net revenues and ~~have a material adverse effect on~~adversely affect our profitability.

~~We have~~Our exposure to interest rate ~~risk.~~risk could adversely affect our profitability.

As a fundamental part of our securities brokerage business, we invest in interest-earning assets and are obligated on interest-bearing liabilities. In addition, we earn fees on our FDIC-insured deposit account ~~arrangement~~arrangements with TD Bank USA, N.A. ~~and~~, TD Bank N.A., and with other third-party financial institutions, which are subject to interest rate risk. ~~During~~Continued uncertainty resulting from U.S. fiscal ~~2009,~~and political matters have impacted and may continue to impact the ~~Federal Open Market Committee reduced the federal funds target range to between 0%~~U.S. and ~~0.25%, where it remained until December 2015 when it was increased to between 0.25%~~global economies. The direction and ~~0.50%. In addition, medium- to long-term~~level of interest rates ~~have also decreased substantially since fiscal 2009. This lower~~are important factors in our profitability.

A falling interest rate environment ~~has compressed~~generally results in our earning a smaller net interest spread and reduced our spread-based revenues. It has also resulted in us voluntarily waiving fees on certain money market mutual funds in order to prevent our clients' yields on such funds from becoming negative.

~~Changes in interest rates could affect the interest earned on assets differently than interest paid on liabilities. A~~spread. Conversely, a rising interest rate environment generally results in our earning a larger net interest spread. ~~Conversely, a falling interest rate environment generally results in our earning a smaller net interest spread.~~

Our most prevalent form of interest rate risk is referred to as "gap" risk. This risk occurs when the interest rates we earn on ~~our~~ assets change at a different frequency or amount than the interest rates we pay on ~~our~~ liabilities. For example, in ~~the current~~a low (but rising) interest rate environment, sharp increases in short-term interest rates could result in net interest spread compression if the ~~yields~~yield paid on interest-bearing client balances were to increase faster than our earnings on interest-earning assets. If we are unable to effectively manage our interest rate risk, changes in interest rates could have adverse effects on our profitability.

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Inability to meet the funding needs of our securities brokerage operations for any reason would have a material adverse effect on our ~~profitability.~~

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~~Our brokerage operations have exposure to liquidity risk.~~business.

Maintaining adequate liquidity is crucial to our securities brokerage operations, including key functions such as transaction settlement and margin lending. We are subject to cash deposit and collateral requirements with clearinghouses such as the DTCC and the OCC, which may fluctuate significantly from time to time based on the nature and size of our clients' trading activity. We satisfy our liquidity needs primarily from working capital and cash generated by client activity, as well as external financing. Our liquidity needs to support interest-earning assets are primarily met by client cash balances or financing created from our securities lending activities. A reduction of funds available from these sources may require us to seek other potentially more expensive forms of financing, such as borrowings on our revolving credit facilities.

Factors which may adversely affect our liquidity positions include subsidiaries having temporary liquidity demands due to timing differences between brokerage transaction settlements and the availability of segregated cash balances, fluctuations in cash held in client accounts, a dramatic increase in our margin lending activities, increased regulatory capital requirements, changes in regulatory guidance or interpretations, other regulatory changes or a loss of market or client confidence resulting in unanticipated withdrawals of client funds.

Reduction in our liquidity could, in itself, reduce client confidence in us, which would result in the transfer of client assets and accounts, or could cause us to fail to satisfy our liquidity requirements. Also, while our regulated subsidiaries currently satisfy regulatory capital requirements, any failure to do so would curtail their operations and their ability to pay dividends to the parent company, which would reduce our liquidity and adversely affect our ability to repay debt and return capital to stockholders. We would then need to provide additional funding to such subsidiaries.

Our liquidity could be constrained if we are unable to obtain financing on acceptable terms, or at all, due to a variety of unforeseen market disruptions. During periods of disruption in the credit and capital markets, borrowing costs may increase and potential sources of external financing may be reduced or even eliminated. In addition, a significant downgrade in our credit ratings could increase our borrowing costs and limit our access to the credit and capital markets. Inability to meet our funding needs on a timely basis would have a material adverse effect on our business.

~~We are exposed~~Our exposure to credit risk with clients and ~~counterparties.~~counterparties could result in losses.

We extend margin credit and leverage to clients, which are collateralized by client cash and securities. We also borrow and lend securities in connection with our broker-dealer business. A significant portion of our net revenues is derived from interest on margin loans. By permitting clients to purchase securities on margin and exercise leverage with options and futures positions, we are subject to risks inherent in extending credit, especially during periods of rapidly declining markets in which the value of the collateral held by us could fall below the amount of a client's indebtedness. In addition, in accordance with regulatory guidelines, we collateralize borrowings of securities by depositing cash or securities with lenders. Sharp changes in market values of substantial amounts of securities and the failure by parties to the borrowing transactions to honor their commitments could have ~~a material~~ adverse ~~effect~~effects on our revenues and profitability. We also engage in financial transactions with counterparties, including securities sold under agreements to repurchase, that expose us to credit losses in the event counterparties cannot meet their obligations. We have policies and procedures designed to manage credit risk, but our policies and procedures may not be fully effective.

We need to introduce new products and services and update or enhance existing products and services to remain competitive.

We compete in a technology-intensive industry characterized by rapid innovation. Our future success depends in part on our ability to introduce new products and services or update or enhance our existing products and services. In addition, the adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to update, enhance or adapt our services or infrastructure.

There are significant technical and financial costs and risks in the development of new or enhanced products and services, including the risk that we might be unable to effectively use new technologies, adapt our services to emerging industry standards or develop, introduce and market updated, enhanced or new products and services. An

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inability to develop new products and services, or to update or enhance existing offerings, could have adverse effects on our business and results of operations.

Our clearing operations expose us to liability for errors in clearing functions.

Our broker-dealer subsidiary, TDAC, provides clearing and execution services tofor our ~~introducing broker-dealer subsidiary.~~securities brokerage business. Clearing and execution services include the confirmation, receipt, settlement and delivery functions involved in securities transactions. Clearing brokers also assume direct responsibility for the possession or control of client securities and other assets and the clearing of client securities transactions. However, clearing brokers also must rely on third-party clearing organizations, such as the DTCC and the OCC, in settling client securities transactions. Clearing securities firms, such as TDAC, are subject to substantially more regulatory ~~control~~oversight and examination than introducing brokers that rely on others to perform clearing functions. Errors in performing clearing functions, including clerical and other errors related to the handling of funds and securities held by us on behalf of clients, could lead to regulatory fines and civil penalties as well as losses and liability in related legal proceedings brought by clients and others.

~~Systems~~A default by a large financial institution could adversely affect financial markets and our business.

The commercial soundness of many financial institutions are closely interrelated as a result of credit, trading, clearing and other relationships among the institutions. For example, increased centralization of trading activities through clearing houses and clearing agencies has occurred and may continue to occur in the future. This is driven by market forces and legal measures and may increase our concentration of risk with respect to these entities. As a result of this connectedness, concerns about, or a default or threatened default by, one institution can lead to significant market-wide liquidity and credit problems, defaults and losses by others. Sometimes referred to as "systemic risk," this phenomenon may adversely affect financial intermediaries such as clearing houses, clearing agencies, exchanges, banks and securities firms with which we interact daily and could therefore negatively impact our business. Our membership agreements with the DTCC and OCC may require us to contribute capital to the clearing agencies if one or more other members default on their obligations.

Aggressive competition could reduce our market share, revenues and profits.

The market for electronic securities brokerage services is continually evolving and is intensely competitive. The securities brokerage industry has experienced significant consolidation, which may continue in the future, likely increasing competitive pressures in the industry. Consolidation could enable other firms to offer a broader range of products and services than we do, or offer them on better terms, such as higher interest rates paid on cash held in client accounts. We expect this intensely competitive environment to continue in the future. We face direct competition from numerous securities brokerage firms, including E*TRADE Financial Corporation, The Charles Schwab Corporation and Fidelity Investments. We also encounter competition from the broker-dealer affiliates of established full-commission brokerage firms, such as Merrill Lynch and Morgan Stanley, as well as from banks, mutual fund sponsors, online wealth management services (including so-called "robo-advisors") and other financial institutions and organizations, some of which provide online brokerage services. Some of our competitors have greater financial, technical, marketing and other resources, offer a wider range of services and financial products, and have greater name recognition and a more extensive client base than we do. Others offer a narrower range of products and services but benefit from a lower cost structure than we have. We believe that the general financial success of companies within the securities brokerage industry will continue to attract new competitors to the industry, such as software development companies, insurance companies, providers of online financial information and others. These companies may provide a more comprehensive suite of services than we do or offer services at lower prices. Increased competition could have adverse effects on our business such as reducing our market share, revenues and profits.

Our ability to compete successfully in the securities brokerage industry depends on a number of factors, such as:

maintaining and expanding our market position;

attracting and retaining customers;

providing easy to use and innovative financial products and services;

our reputation and the market perception of our brand and overall value;

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maintaining competitive pricing;

competing in a concentrated competitive landscape;

optimizing our costs of doing business;

the effectiveness of our technology (including cybersecurity defenses), products and services;

deploying a secure and scalable technology and back office platform;

complying with the differences in regulatory oversight regimes;

attracting new employees and retaining our existing employees; and

general economic and industry trends, including customer demand for financial products and services.

Our competitive position within the industry could be adversely affected if we were unable to address these factors adequately.

Information system failures, delays and capacity constraints could harm our business.

We receive and process trade orders through a variety of electronic channels, including the Internet, mobile trading applications and our interactive voice response system. These methods of trading are heavily dependent on the integrity of the electronic systems supporting them. Our systems and operations are vulnerable to damage or interruption from ~~human error,~~ natural disasters, power loss, human error, execution error, errors in models (such as those used for asset management, risk management, stress testing and compliance), employee misconduct, unauthorized trading, external fraud, cyber attacks, terrorist attacks, capacity constraints, software flaws, events impacting key vendors, phishing or other attempted unauthorized access, computer viruses, distributed denial of service ("DDOS") attacks, spurious spam attacks, ransomware, intentional acts of vandalism and similar events. It could take several hours or more to restore full functionality following any of these events. Extraordinary trading volumes could cause our computer systems to operate at an unacceptably slow speed or even fail. Extraordinary Internet traffic caused by DDOS, spam attacks or extreme market volatility could cause our website or other trading applications to be unavailable or slow to respond.

We may not be able to project accurately the rate, timing or cost of any increases in our business or to expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner. While we have made significant investments ~~to upgrade~~in the reliability and scalability of our systems and added hardware and services to address extraordinary Internet traffic, there can be no assurance that our systems will be sufficient to handle ~~such~~ extraordinary circumstances. Systems failures and delays could occur and could cause, among other things, unanticipated disruptions in service to our clients, substantial losses to our clients, slower system response time resulting in transactions not being processed as quickly as our clients desire, decreased levels of client service and client satisfaction and harm to our reputation. Slowness or unavailability may not impact all trading channels evenly, and some trading channels may be impacted while others are not. Social media and media reports may conflate one channel being unavailable with all channels being unavailable. ~~We may~~Should our operations be disrupted, we might need to make significant unbudgeted investments to upgrade, repair or replace our technology infrastructure and might not be able to ~~project accurately~~make such investments on a timely basis. As a result of these technological, operational and financial issues, we could suffer unexpected losses, reputational damage and/or regulatory action.

We are also dependent on the ~~rate, timing~~integrity and performance of securities exchanges, clearing houses and other intermediaries to which client orders are routed for execution and settlement. Systems failures and constraints and transaction errors at such intermediaries could result in delays and erroneous or ~~cost~~unanticipated execution prices, cause substantial losses for us and our clients and subject us to claims from our clients for damages.

Further, a cybersecurity intrusion could occur and persist for an extended period of time without detection, and any ~~increases~~investigation of a cybersecurity intrusion could require a substantial amount of time. During all this time we might not know the extent of the harm or how best to remediate it, and errors or omissions could be repeated or compounded before being discovered and remediated, all of which could aggravate the costs and consequences of the intrusion. A cybersecurity intrusion could result in misappropriation of our information or client information, destruction or obfuscation of information, inability to access or use information or impairment of the integrity of information, all of which could result in us being unable to perform our obligations to our clients, which could result in regulatory action and risk of claims for damages from clients.

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As our business model relies heavily on our clients' use of their own personal computers, mobile devices and the Internet, our business and reputation could be harmed by security breaches of our clients and third parties. Computer viruses and other attacks on our clients' personal computer systems, home networks and mobile devices or ~~to expand~~against the third-party networks and ~~upgrade~~systems of Internet and mobile service providers could create losses for our clients even without any breach in the security of our systems and ~~infrastructure to accommodate any increases~~could thereby harm our business and our reputation. As part of our asset protection guarantee, we may reimburse our clients for losses in their accounts caused by a ~~timely manner. Systems failures and delays could occur~~breach of security of our clients' own computers (through no fault of the client). Such reimbursements may not be covered by applicable insurance and could ~~cause, among other things, unanticipated disruptions in service to~~have an adverse effect on our ~~clients, slower system response time resulting in transactions not being processed as quickly as our clients desire, decreased levels~~business, financial condition and results of ~~client service and~~

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~~client satisfaction and harm to our reputation.~~operations. The occurrence of any of these events could have ~~a material~~ adverse ~~effect~~effects on our business, financial condition and results of ~~operations~~operations. There is no guarantee that we will be able to maintain, expand and ~~financial condition.~~upgrade our systems and infrastructure to meet future requirements and mitigate future risks on a timely basis or that we will be able to retain all of the skilled information technology employees that we need.

Failure to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage.

We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate among our locations and with our clients and vendors. As the breadth and complexity of this infrastructure continue to grow, the potential risk of security breaches and ~~cyber-attacks~~cyber attacks increases. Developing and enhancing new products and services, which is necessary for us to remain competitive, may involve the use or creation of new technologies, exposes us to cybersecurity and privacy risks that cannot be completely anticipated and increases the risk of security breaches and cyber attacks. As a financial services company, we are continuously subject to ~~cyber-attacks~~cyber attacks, DDOS and ransomware attacks, malicious code and computer viruses by activists, hackers, organized crime, foreign state actors and other third parties. Such breaches could lead to shutdowns or disruptions of our systems, account takeovers and ~~potential~~ unauthorized gathering, monitoring, misuse, loss, total destruction and disclosure of data and confidential ~~information.~~information of ours, our clients, our employees or other third parties, or otherwise materially disrupt our or our clients' or other third parties' network access or business operations. In addition, vulnerabilities of our external service providers and other third parties could pose security risks to client information. The secure transmission of confidential information over public networks is also a critical element of our operations. Despite our efforts to assure the integrity of our systems, we may not be able to anticipate or to implement effective preventive measures against all security breaches, especially because the techniques that are used change frequently or are not recognized until launched and because security attacks can originate from a wide variety of sources. Data security breaches may also result from non-technical means (such as employee misconduct).

We, along with the financial services industry in general, have experienced losses related to clients' login and password information being compromised, generally caused by attacks capturing credentials directly from clients themselves, through phishing attacks, clients' use of non-secure public computers or vulnerabilities of clients' private computers and mobile devices. In 2007, we discovered and eliminated unauthorized code from our computer systems that had allowed an unauthorized third party to retrieve client email addresses, names, addresses and phone numbers from an internal database. Following the incident, ~~the Company~~we incurred significant remediation costs. In addition, in 2013, Scottrade Financial Services, Inc., which we acquired in September 2017, experienced a database breach. We are aware of subsequent attempts by other attackers to penetrate our systems using similar techniques and similar attacks against other financial institutions. Although we have taken steps to reduce the risk of such threats, our risk and exposure to a cyber attack or related breach remains heightened due to the evolving nature of these threats, our plans to continue to implement mobile access solutions to serve our clients, our routine transmission of sensitive information to third parties, the current global economic and political environment, external extremist parties and other developing factors. If a cyber attack or similar ~~incident~~breach were to occur, we could suffer damage to our reputation and incur significant remediation costs and losses.

In providing services to clients, we manage, utilize and store sensitive and confidential client data, including personal data. As a result, we are subject to numerous laws and regulations designed to protect this information, such as U.S. federal and state laws and foreign regulations governing the protection of personally identifiable information. These laws and regulations are increasing in complexity and number, change frequently and sometimes conflict. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.

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Unauthorized disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems, whether by our employees or third parties, including a ~~cyber-attack~~cyber attack by third parties who may deploy viruses, worms or other malicious software programs, could result in negative publicity, significant remediation costs, legal liability, regulatory fines, financial responsibility under our ~~security~~asset protection guarantee to reimburse clients for losses in their accounts resulting from unauthorized activity in their accounts (through no fault of the client) and damage to our reputation and could have ~~a material~~ adverse ~~effect~~effects on our results of operations. ~~In addition,~~

Any actual or perceived breach of the security of our technology, or media reports of perceived security vulnerabilities of our systems or the systems of our third-party service providers, could damage our reputation, expose us to the risk of litigation and liability, disrupt our operations, increase our costs with respect to investigations and remediations, reduce our revenues as a result of the theft of intellectual property, and otherwise adversely affect our business. Further, any actual or perceived security breach or cyber attack directed at other financial institutions or financial services companies, whether or not we are impacted, could lead to a general loss of customer confidence in the use of technology to conduct financial transactions, which could negatively impact us. The occurrence of any of these events could have adverse effects on our business and results of operations.

If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client or employee data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and criminal prosecutions.

Although we maintain insurance coverage that we believe is reasonable, prudent and adequate for the purpose of our business, it might ~~not~~ be ~~sufficient~~insufficient in type or amount to ~~cover~~protect us against ~~claims~~all losses and costs stemming from security breaches, cyber attacks and other types of unlawful activity or any resulting disruptions from such events.

We also face risk related to external fraud involving the misappropriation and use of clients' user names, passwords or other personal information to gain access to their accounts. This could occur from the compromise of clients' personal electronic devices or as a result of a data security ~~breaches, cyber-attacks~~breach at an unrelated company where clients' personal information is taken and then made available to fraudsters. This risk has grown in recent years due to the increased sophistication and activities of organized crime and other ~~related breaches.~~

~~Aggressive competition could reduce~~external parties, including foreign state-sponsored parties. Losses in client accounts reimbursed under our ~~market share and harm our financial performance.~~

~~The market for electronic brokerage services is continually evolving and is intensely competitive. The retail brokerage industry has experienced significant consolidation, which may continue in~~asset protection guarantee against unauthorized account activity (through no fault of the future, and which may increase competitive pressures in the industry. Consolidation could enable other firms to offer a broader range of products and services than we do, or offer them at lower prices. There has been aggressive price competition in the industry, including various free trade offers. We expect this competitive environment to continue in the future. We face direct competition from numerous retail brokerage firms, including E*TRADE Financial Corporation, The Charles Schwab Corporation and Fidelity Investments. Scottrade is also a competitor, but we have agreed to acquire Scottrade. We also encounter competition from the broker-dealer affiliates of established full-commission brokerage firms, such as Merrill Lynch and Morgan Stanley, as well as from financial institutions, mutual fund sponsors, online wealth management services and other organizations, some of which provide online brokerage services. Some of our competitors have greater financial, technical, marketing and other resources, offer a wider range of services and financial products, and have greater name recognition and a more extensive client base than we do. We believe that the general financial success of companies within the retail securities industry will continue to attract new competitors

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to the industry, such as banks, software development companies, insurance companies, providers of online financial information and others. These companies may provide a more comprehensive suite of services than we do or offer services at lower prices. Increased competition, including pricing pressure,client) could have ~~a material~~ adverse ~~effect~~effects on our business, financial condition and results of ~~operations and financial condition.~~

~~We will need to introduce new products and services and enhance existing products and services to remain competitive.~~operations.

Our future success depends in part on our ability to develop and enhance our products and services. In addition, the adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to enhance or adapt our services or infrastructure.

~~Advisory~~investment advisory services subject us to additional ~~risks.~~risks that could result in liability for client losses, fines, penalties and other adverse effects.

We provide investment advisory services to investors through our SEC-registered investment advisors, TD Ameritrade, Inc., ~~Amerivest~~TD Ameritrade Investment Management, LLC ~~("Amerivest")~~ and TradeWise Advisors, Inc. ("TradeWise"). TD Ameritrade, Inc. offers AdvisorDirect,^® a service that refers a client to an independent ~~RIA. Amerivest~~^® isRIA on the TD Ameritrade institutional platform. TD Ameritrade Investment Management, LLC manages an ~~online advisory service that develops portfolios of ETFs~~investment portfolio, through its Essential, Selective or ~~mutual funds, along with cash~~Personalized Portfolios services, based on an investor's objectives, time horizon and ~~cash alternatives, to help long-term investors pursue their financial goals.~~risk tolerance. TradeWise provides an option advisory subscription service for self-directed investors. The risks associated with these investment advisory activities include those arising from possible conflicts of interest, unsuitable investment recommendations, inadequate due diligence, inadequate disclosure and fraud. Realization of these risks could lead to liability for client losses, regulatory fines, civil penalties and harm to our reputation and business.

Mergers and acquisitions in which we might engage involve risks that could adversely affect our business.

As part of our growth strategy, we regularly consider, and from time to time engage in, discussions and negotiations regarding transactions, such as mergers, acquisitions and other business combinations within our industry. The purchase price for possible acquisitions of businesses and technologies might be paid in cash, through the issuance of common stock or other securities, borrowings or a combination of these methods.

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Business combinations entail numerous risks, including:

difficulties in the integration of acquired operations, services and products, which can impact retention of client accounts;

failure to achieve expected synergies;

diversion of management's attention from other business concerns;

assumption of unknown material liabilities of acquired companies, which could become material or subject us to litigation or regulatory risks;

amortization of acquired intangible assets, which could reduce future reported earnings; and

potential loss of clients or key employees.

We cannot be certain that we will be able to identify, consummate and successfully integrate business combinations, and no assurance can be given with respect to the timing, likelihood or business effect of any possible transaction. For example, we could begin negotiations that we subsequently decide to suspend or terminate for a variety of reasons. Also, business combinations are typically subject to closing conditions, including regulatory approvals and the absence of a material adverse change. Therefore, if and when we enter into a business combination agreement, there can be no guarantee that the transaction will close when expected, or at all. If a material transaction does not close, our stock price could decline.

Nevertheless, opportunities arise from time to time that we choose to evaluate. Any transactions that we pursue and consummate would involve these risks and uncertainties, as well as others. The risks of a business combination could result in the failure of the anticipated benefits of that particular combination to be realized, which in turn could have adverse effects on our business, financial condition, results of operations and prospects.

At our risk, we rely on external service providers to perform certain key functions.

We rely on a number of external service providers for certain key technology, processing, service and support functions. These include the services of other broker-dealers, market makers, exchanges and clearinghouses to execute and settle client orders. We contract with external providers for futures and foreign exchange clearing. External content providers provide us with financial information, market news, charts, option and stock quotes, research reports and other fundamental data that we offer to clients. These service providers face technological, operational and security risks of their own. ~~Any~~A significant ~~failures~~failure by any of them, ~~including~~such as improper use or disclosure of our confidential client, employee or ~~company~~Company information, could interrupt our business, subject us to losses and harm our reputation. Also, our external service providers may rely on others, including subcontractors or cloud computing service providers, to provide services to us, subject to similar risks.

We evaluate external service providers to verify that they can support the stability of our operations and systems. There is no assurance, however, that we will not experience business interruption or loss due to an act or omission of such a service provider. Any significant failures or security breaches by or of our external service providers or their subcontractors, including any actual or perceived cyber attacks, security breaches, fraud, phishing attacks, acts of vandalism, information security breaches and computer viruses that could result in unauthorized access, misuse, loss or destruction of data, interruption in service or other similar events, could interrupt our business, cause us to incur losses, subject us to fines or litigation and harm our reputation.

~~We cannot assure that~~ An interruption in or the cessation of service by any external service provider and our inability to make alternative arrangements in a timely manner could have a material impact on our ability to offer products and services, cause us to incur losses, and could lead to a general loss of customer confidence in our security measures and technology infrastructure.

There is no assurance that our external service providers or their subcontractors will be able to continue to provide these services to meet our current needs in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs in the future. Some external service providers have assets ~~that are important to the services they provide us~~ located outside the United States ~~and~~that are integral to their service to us. Their ability to ~~provide~~continue providing these services is subject to the risks ~~from~~of unfavorable political, economic, legal orand other developments such as social or political instability, changes in ~~governmental~~government policies or changes in laws and regulations.

An interruption in or the cessation of service by ~~any~~an external service provider as a result of systems ~~failures,~~failure, capacity ~~constraints,~~constraint, financial ~~constraints~~constraint or ~~problems,~~other financial problem, unanticipated trading market ~~closures~~closure or for any other

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reason, ~~and~~coupled with our possible inability to make alternative arrangements in a smooth and timely manner, ~~if at all,~~ could have ~~a material~~ adverse ~~effect~~effects on our business, financial condition and results of operations. In this connection, we could incur significant additional costs to implement enhanced protective measures and technology, to investigate and remediate vulnerabilities or other exposures or to make required notifications. Switching to an alternative service provider might require a transition period and result in less efficiency.

Employee misconduct, which can be difficult to detect and deter, could harm our reputation and subject us to significant legal liability.

There have been numerous highly-publicized cases of fraud and other misconduct by financial services industry employees. Our employees could engage in misconduct that adversely affects our business. The precautions that we take to detect and deter employee misconduct might not be effective. If one or more of our employees were to improperly access, use or disclose confidential information or engage in other misconduct, we could be subject to regulatory sanctions and suffer serious harm to our financial condition, reputation, client relationships and prospects of attracting additional clients.

Our risk management practices may leave us exposed to unidentified or unanticipated risk.

Our management team is responsible for managing risk, using risk management processes, policies and procedures to identify, measure and manage risks. The risk committee of our board of directors assists the board in its oversight responsibilities relating to the identification, monitoring and assessment of the key risks of the Company, including the significant policies, procedures and practices employed in risk management. Our risk management methods, however, may not identify future risk exposures and may not be completely effective in mitigating our key risks. Furthermore, our risk management methods may not properly identify and mitigate the aggregation of risks across our organization or the interdependency of our risk mitigation efforts. In addition, some of our risk management methods are based on assumptions that could prove to be inaccurate. Failure to manage risk effectively could adversely affect our business, financial condition and results of operations.

The expected phase-out of LIBOR could negatively impact our net interest income and could have other adverse effects.

Certain of the indentures and credit agreements governing our outstanding indebtedness for borrowed money reference LIBOR as the benchmark rate to determine the applicable interest rate or payment amount. We also use LIBOR in some of our financial models. If LIBOR is discontinued after 2021 as expected, there will be uncertainty or differences in the calculation of the applicable interest rate or payment amount, depending on the terms of the governing instruments, and work will be required to transition to using the new benchmark rates and to implement necessary changes to our financial models. This could result in different financial performance for previously booked transactions and may impact our existing transaction data, products, systems, operations and ~~financial condition.~~

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interest rates under the replacement benchmarks could also impact our net interest income. In addition, LIBOR may perform differently during the phase-out period than in the past which could result in different interest payments on our outstanding indebtedness.

Risk Factors Relating to the Regulatory and Legislative Environment

~~Legislation has~~New and changing laws, rules, regulations and guidance may ~~continue to result in changes to rules and regulations applicable to our business, which may negatively impact~~have continuing negative impacts on our business and financial results.

New laws, rules, regulations and guidance, or changes in the interpretation and enforcement of existing federal, state, foreign and self-regulatory organization ("SRO") laws, rules, regulations and guidance may directly affect our business and the profitability of the Company or the operation of specific business lines. In addition, new and changing laws, rules, regulation and guidance could result in limitations on the lines of business we conduct, modifications to our business practices, more stringent capital and liquidity requirements or other costs and could limit our ability to return capital to stockholders.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), enacted in 2010, ~~requires~~required many federal agencies to adopt new rules and regulations applicable to the financial services industry and ~~also calls~~called for many studies regarding various industry practices. In particular, the Dodd-Frank Act ~~gives~~gave the SEC discretion to adopt rules regarding standards of conduct for broker-dealers providing investment advice to retail customers.

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The U.S. Department of Labor ("DOL") ~~has~~ enacted regulations changing the definition of who is an investment advice fiduciary under the Employee Retirement Income Security Act of 1974 (ERISA) and how such advice can be provided to account holders in retirement accounts such as 401(k) plans and Individual Retirement Arrangements (IRAs). The ~~DOL~~DOL's final rule defining the term "fiduciary" and exemptions related to it in the context of ERISA and retirement accounts was vacated in June 2018 by the U.S. Court of Appeals for the Fifth Circuit. The SEC and several states then proposed heightened standard of conduct regulations, ~~will deem many~~with the SEC adopting such regulations in June 2019.

The rules and interpretations adopted by the SEC in June 2019 include Regulation Best Interest and the new Form CRS Relationship Summary, which are intended to enhance the quality and transparency of retail investors' relationships with broker-dealers and investment advisers. Regulation Best Interest enhances the broker-dealer standard of conduct beyond existing suitability obligations, requiring compliance with disclosure, care, conflict of interest and compliance obligations. The regulation requires that a broker-dealer or natural person who is an associated person of the ~~investment, rollover and asset management recommendations from us to our clients regarding their retirement accounts fiduciary "investment advice" under ERISA. One~~broker-dealer shall act in the best interest of the ~~most significant impacts on our business from~~retail customer at the ~~DOL regulations and related prohibited~~time it makes a recommendation of any securities transaction ~~exemptions will be~~or investment strategy involving securities, prioritizing the ~~impact on our fee and compensation practices. For example,~~interests of the ~~regulations make investment advisors~~customer above any interests of the broker-dealer or its associated persons. Among other things, this requires the broker-dealer to ~~retirement account clients subject to an ERISA fiduciary duty standard and the exemptions seek to reduce~~mitigate conflicts of interest ~~stemming~~arising from ~~fee differentials~~financial incentives in selling securities products. The compliance date for Regulation Best Interest and ~~compensation incentives that~~Form CRS is June 30, 2020.

It is unclear whether Regulation Best Interest will have any preemptive effect on similar existing or forthcoming state-level standard of conduct regulations. These regulations may have a material impact on the provision of investment services to retail investors, including imposing additional compliance, reporting and operational requirements, which could ~~lead~~negatively affect our business. These regulations also continue to a misalignment of the interests of advisors and their retirement investor clients. The exemptions, when used, will also require certain new client contracts, adherence to "impartial conduct standards" (including a requirement to act in the "best interest" of retirement clients when providing investment advice), the adoption of related policies and procedures and the making of extensive website and other disclosures to retirement investors and the DOL. One way to comply is to use the best interest contract exemption in connection with certain advice activities, which will subject us to an increased risk of class actions and other litigation and regulatory risks. Additional rulemaking or legislative action could negatively impact our business and financial results. While we have not yet been required to make other material changes to our business or operations as a result of the Dodd-Frank Act or other rulemaking or legislative action, itIt is not certain what the scope of future rulemaking or interpretive guidance from the SEC ~~FINRA, DOL, banking regulators~~ and other regulatory agencies may be, how the courts and regulators might interpret these rules and what impact this will have on our compliance costs, business, operations and profitability.

The SEC has adopted National Market System (NMS) Rule 610T to conduct a transaction fee pilot (the “Pilot”) designed to generate data that will help the SEC analyze the effects of exchange transaction fee and rebate pricing models on order routing behavior, execution quality, and market quality generally. Data from the Pilot will be used to facilitate an empirical evaluation of whether the exchange transaction-based fee and rebate structure is operating effectively to further statutory goals and whether there is a need for any potential regulatory action in this area. In March 2019, the SEC issued an order issuing a stay on parts of Rule 610T and the Pilot pending a court decision regarding certain petitions filed by the New York Stock Exchange, Nasdaq and Cboe Global Markets, Inc. for review and further order of the SEC. Any changes arising from the Pilot, as well as other potential regulatory actions, may impact certain of our remuneration arrangements with respect to payment for order flow and rebate structure and may impose additional technological, operational and compliance costs on us and creates uncertainty with regard to their effects.

Our profitability could also be affected by new or modified laws that impact the business and financial communities generally, including changes to the laws governing banking, the securities market, fiduciary duties, conflicts of interest, taxation, electronic commerce, client privacy and security of client data. As existing laws are modified and new laws are implemented, we may incur significant additional costs and have to expend a significant amount of time to develop and integrate appropriate systems and procedures to ensure initial and continuing compliance with such laws. These additional costs could have adverse effects on our profitability.

Failure to comply with net capital requirements could adversely affect our business.

The SEC, FINRA, CFTC, NFA and various other regulatory agencies have stringent rules with respect to the maintenance of specific levels of net capital by securities broker-dealers, FCMs and FDMs. Net capital is a measure of a broker-dealer's, an FCM's or an FDM's readily available liquid assets, reduced by its total liabilities other than approved subordinated debt. Our broker-dealer and FCM/FDM subsidiaries are required to comply with net capital requirements. If we fail to maintain the required net capital, the SEC or the CFTC could suspend or revoke our registration, and FINRA or the NFA could expel us from membership, which could ultimately lead to our liquidation, or they could impose censures, fines or other sanctions. If the net capital rules are changed or expanded, or if there is an unusually large charge against net capital, then our operations that require capital could be ~~limited.~~limited, and we

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may not be able to pay dividends or make stock repurchases. A large operating loss or charge against net capital could have ~~a material~~ adverse ~~effect~~effects on our ability to maintain or expand our business.

Extensive regulation and regulatory uncertainties could harm our business.

The securities industry is subject to extensive regulation by federal, state, international government and self-regulatory agencies, and financial services companies are subject to regulations covering all aspects of the securities business. The costs and uncertainties related to complying with these regulations continue to increase. Regulations are intended to ensure the integrity of financial markets, appropriate capitalization of broker-dealers, FCMs and FDMs and the protection of clients and their assets. These regulations often serve to limit our business activities through capital, client protection and market conduct requirements, as well as restrictions on the activities that we are authorized to conduct. Federal, state ~~self-regulatory organizations~~ and foreign regulators, ~~can,~~and SROs, among other things, can censure, fine, issue cease-and-desist orders to, suspend or expel a regulated entity or any of its

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officers or employees. WeDespite our efforts to comply with applicable legal requirements, there are a number of risks, including in areas where applicable laws or regulations may be unclear or where regulators could revise their previous guidance, and we could fail to establish and enforce procedures to comply with applicable legal requirements and regulations, which could have ~~a material~~ adverse ~~effect~~effects on our business.

Past turmoil in the financial markets has contributed to changes in laws and regulations, heightened scrutiny of the conduct of financial services firms and increasing penalties for violations of applicable laws and regulations. We may be adversely affected by new laws or regulations, changes in the interpretation of existing laws or regulations or more rigorous enforcement. The new laws and regulations may be complex, and we may not have the benefit of regulatory or federal interpretations to guide us in compliance. Changes in laws and regulations or new interpretations of existing laws and regulations also can have adverse effects on our methods and costs of doing business. We also may be adversely affected by other regulatory changes related to suitability of financial products, supervision, sales practices, application of fiduciary standards, best execution and market structure, which could limit the Company's business. Because TD, among other things, owns more than 25% of our common stock, we are considered a non-bank subsidiary of TD under the Bank Holding Company Act of 1956 (the "BHC Act"). As a result, under the BHC Act, we are subject to the supervision and regulation of the Federal Reserve. These banking regulations limit the activities and the types of businesses that we may conduct and the types of companies we may acquire, and under these regulations the Federal Reserve could impose significant limitations on our current business and operations. TD is currently regulated as a "financial holding company" under the BHC Act, which allows TD and us to engage in a much broader set of activities than would otherwise be permitted under the BHC Act. Any failure of TD to maintain its status as a financial holding company could result in substantial limitations on certain of our activities.

Financial services firms are subject to numerous ~~conflicts of interest~~actual or perceived conflicts of interest, ~~over~~as to which ~~federal and state~~ regulators and ~~self-regulatory organizations~~SROs have increased their scrutiny. Addressing conflicts of interest is a complex and difficult undertaking. Our business and reputation could be harmed if we were to fail, or appear to fail, to address conflicts appropriately.

In addition, we use the Internet as a major distribution channel to provide services to our clients. A number of regulatory agencies have adopted regulations regarding client privacy, system security and safeguarding practices and the use of client information by service providers. Additional laws and regulations relating to the Internet and safeguarding practices could be adopted in the future, including laws related to access, identity theft and regulations regarding the pricing, taxation, content and quality of products and services delivered over the Internet. Complying with these laws and regulations may be expensive and time-consuming and could limit our ability to use the Internet as a distribution channel, which would have ~~a material~~ adverse ~~effect~~effects on our business and profitability.

While we maintain systems and procedures designed to ensure that we comply with applicable laws and regulations, violations could still occur. In addition, some legal and regulatory frameworks provide for the imposition of fines or penalties for non-compliance even though the non-compliance was inadvertent or unintentional and even though systems and procedures reasonably designed to prevent violations were in place at the time. There may be other negative consequences resulting from a finding of non-compliance, including restrictions on certain activities. Such a finding may also damage our reputation and our relationships with regulators and could restrict the ability of institutional investment managers to invest in our securities.

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We are subject to litigation and regulatory investigations and proceedings and may not always ~~be successful~~succeed in defending against ~~such claims and proceedings.~~them.

~~The~~As a participant in the financial services industry, ~~faces~~we face substantial litigation and regulatory risks. We are subject to arbitration claims and lawsuits in the ordinary course of our business, as well as class actions and other significant litigation. We also are the subject of inquiries, investigations and proceedings by ~~regulatory~~regulators, other government agencies and SROs. Even if and when we succeed in defending against these actions, the defense may be costly to us.

The SEC, FINRA and other ~~governmental agencies.~~ SROs and state securities commissions, among other things, can censure, fine, issue cease-and-desist orders or suspend or expel a broker-dealer or any of its officers or employees. Similarly, state attorneys general can bring legal actions on behalf of the citizens of their states to assure compliance with state laws. Regulatory agencies in countries outside of the U.S. have similar authority. The ability to comply with applicable laws and rules is dependent in part on the establishment and maintenance of a reasonable compliance function. Failure to establish and enforce reasonable compliance procedures, even if unintentional, can subject us to significant losses or disciplinary or other actions.

Actions brought against us may result in settlements, awards, injunctions, fines, penalties and other results adverse to us. Predicting the outcome of such matters is inherently difficult, particularly where claims are brought on behalf of various classes of claimants or by a large number of claimants, when claimants seek substantial or unspecified damages or when investigations or legal proceedings are at an early stage. A substantial judgment, settlement, fine or penalty could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects. In market downturns, the volume of legal claims and amount of damages sought in litigation and regulatory proceedings against financial services companies have historically increased.

We also are ~~also~~ subject to litigation claims from third parties alleging infringement of their intellectual property rights. Such litigation can require the expenditure of significant resources, regardless of whether the claims have merit. If we were found to have infringed a third-party patent or other intellectual property right, then we could incur substantial liability and in some circumstances could be enjoined from using the relevant technology or providing related products and services, which could have ~~a material~~ adverse ~~effect~~effects on our business and results of operations.

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Risk Factors Relating to ~~the Scottrade Acquisition~~Owning Our Stock

~~The planned acquisition~~TD exercises significant influence over us.

As of ~~Scottrade presents many risks that we may not realize~~September 30, 2019, TD owned approximately 43% of our outstanding common stock. As a result, TD generally has the ~~financial and strategic goals that were contemplated at the time we agreed to enter into the transaction.~~

~~Risks we face in connection with our acquisition and integration of Scottrade include that:~~

we may be unable to obtain required approvals from governmental authorities on a timely basis, if at all, which could, among other things, delay or prevent us from completing the transaction, otherwise restrict our ability to ~~realize~~significantly influence the ~~expected financial or strategic goals~~outcome of ~~the acquisition or have other adverse effects on~~any matter submitted to a vote of our ~~business~~stockholders and, ~~results of operations;~~

TD Bank, N.A.'s acquisition of Scottrade Bank as provided in the definitive agreement may be delayed or not be completed due to regulatory or other reasons, which could delay or prevent the acquisition of Scottrade Financial Services, Inc.;

it is possible that other closing conditions to the Scottrade acquisition may not be satisfied or waived, preventing the consummation of the transaction, which could involve damages for failing to close the transaction;

~~our ongoing business may be disrupted and our management's attention may be diverted by acquisition and integration activities;~~

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 overpay for Scottrade or otherwise 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;

we face numerous risks and uncertainties combining and integrating our businesses and systems with Scottrade's, including the need to combine or separate business activities, accounting and data processing systems and management controls and to integrate relationships with customers and business counterparties;

~~we could fail to retain and integrate key Scottrade personnel who are critical to the successful operation and integration of the business;~~

our results of operations or financial condition could be adversely impacted by: claims or liabilities that we assume 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; unfavorable revenue recognition or other accounting treatment as a result of ~~Scottrade's practices; and intellectual property claims or disputes;~~

weits significant share ownership in TD Ameritrade, TD may have ~~failed~~the power, subject to ~~identify~~applicable law, to significantly influence actions that might be favorable to TD but not necessarily favorable to our other stockholders.

The stockholders agreement provides that TD may designate five of the twelve members of our board of directors, subject to adjustment based on TD's ownership positions in TD Ameritrade. As of September 30, 2019, based on its ownership positions, TD has the right to designate five members of our board of directors. Accordingly, TD is able to significantly influence the outcome of all matters that come before our board.

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

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The ownership position and governance rights of TD could also discourage a third party from proposing a change of control or other ~~circumstances of Scottrade, which could~~strategic transaction concerning TD Ameritrade. As a 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, results of operations or financial condition;

~~we may have difficulty incorporating Scottrade's technologies with our existing technologies and product lines while maintaining uniform standards, architecture, controls, procedures and policies;~~

~~we could experience additional or unexpected changes in how we are required to account for the acquisition pursuant to U.S. generally accepted accounting principles;~~

we will incur transaction expenses, including legal, regulatory and other costs associated with consummating the transaction, as well as expenses related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs;

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~~our use of cash to pay for the acquisition can be expected to limit other potential uses of our cash, including stock repurchases, dividend payments and retirement of outstanding indebtedness;~~

~~we expect to issue debt to finance the acquisition, which can be expected to increase our interest expense, leverage and debt service requirements; and~~

~~because we will be issuing common equity in connection with the acquisition, our existing stockholders will be diluted, earnings per share may decrease, and the market price of~~ our common stock ~~might decrease.~~could trade at prices that do not reflect a "takeover premium" to the same extent as do the stocks of similarly situated companies that do not have a stockholder with an ownership interest as large as TD's ownership interest.

We ~~will need to successfully manage the integration~~have extensive relationships and business transactions with TD and some of Scottrade and future growth effectively. Integration and additional growth may place a significant strain upon our management, administrative, operational, financial reporting, internal control and compliance infrastructure. Managing future growth also may be difficult due to the expanded geographic locations acquired as part of the Scottrade transaction.

~~As a result of these risks and challenges, we may not realize the full benefits that we anticipate from the proposed transaction in a timely manner~~its affiliates, which if terminated or at all. There can be no assurance that we will be able to successfully integrate the operations of Scottrade and accurately anticipate and respond to the changing demands we will face as part of the integration. We may not be able to manage growth effectively or to achieve growth at all. Failure to manage the integration of Scottrade and future growth effectivelyadversely modified could have a material adverse effect on our business, financial condition and results of ~~operations~~operations.

The insured deposit account agreement between us and ~~prospects.~~

~~Acquisitions involve risks that could adversely affect our business.~~

~~We may pursue other acquisitions~~affiliates of ~~businesses and technologies. Acquisitions entail numerous risks, including:~~

~~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.~~

~~As part~~TD accounts for a significant portion of our ~~growth strategy, we regularly consider,~~revenue. This agreement enables our clients to invest in an FDIC-insured (up to specified limits) deposit product without the need for us to establish the significant levels of capital that would be required to maintain our own bank charter. During fiscal year 2019, net revenues related to this agreement accounted for approximately 27% of our net revenues. This percentage is expected to increase in fiscal year 2020 as a result of the decrease in commissions and ~~from time to time engage in, discussions and negotiations regarding transactions, such as acquisitions, mergers and combinations within our industry.~~transaction fees on client trades. The ~~purchase price for possible acquisitions could~~termination or adverse modification of this agreement without replacing it on comparable terms with different counterparties, which may not be ~~paid in cash, through the issuance of common stock or other securities, borrowings or a combination of these methods.~~

We cannot be certain that we will be able to identify, consummate and successfully integrate acquisitions, and no assurance can be given with respect to the timing, likelihood or business effect of any possible transaction. For example, we could begin negotiations that we subsequently decide to suspend or terminate for a variety of reasons. However, opportunities may arise from time to time that we will evaluate. Any transactions that we consummate would involve risks and uncertainties to us. These risks could cause the failure of any anticipated benefits of an acquisition to be realized, whichavailable, could have a material adverse effect on our business, financial condition and results of ~~operations~~operations. If this agreement were terminated or adversely modified and ~~prospects.~~we were permitted to establish our own bank charter for purposes of offering an FDIC-insured deposit product, we would be required to establish and maintain significant levels of capital within a bank subsidiary. We would also be subject to various other risks associated with banking, including credit risk on loans and investments, liquidity risk associated with bank balance sheet management, operational risks associated with banking systems and infrastructure and additional regulatory requirements and supervision.

When conflicts of interest arise between TD Ameritrade and TD, they might be resolved in a manner that adversely affects our business, financial condition or results of operations.

Conflicts of interest may arise between us and TD in areas relating to a variety of past, ongoing and future relationships and contracts, including corporate opportunities, potential acquisitions or financing transactions, sales or other dispositions by TD of its interests in TD Ameritrade and the exercise by TD of its influence over our management and affairs. Some of the directors on our board are also officers or directors of TD or its subsidiaries. Service as a director or officer of both TD Ameritrade and TD or its other subsidiaries could create conflicts of interest when such directors or officers are faced with decisions that could have materially different implications for us and for TD. Our amended and restated certificate of incorporation contains provisions relating to the avoidance of direct competition between us and TD. In addition, a committee of our board consisting of outside independent directors reviews and approves or ratifies transactions with TD and its affiliates. There can be no assurance that any of the foregoing potential conflicts would be resolved in a manner that does not adversely affect our business, financial condition or results of operations. In addition, the provisions of the stockholders agreement related to non-competition are subject to numerous exceptions and qualifications and may not prevent us and TD from competing with each other to some degree.

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

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

the presence of a classified board of directors;

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

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

the anti-takeover provisions of Delaware law.

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

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~~Risk Factors Relating to Owning Our Stock~~

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

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

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

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

the pricing structure for products and services offered to customers by us or our competitors;

our exposure to changes in prevailing interest rates;

sales of a substantial number of shares of our common stock by (i) TD ~~and~~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 ~~223~~234 million shares and 5952 million shares, respectively, of our common stock; and

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

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

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

We are restricted by the terms of our revolving credit facilities and senior notes.

Our senior unsecured revolving credit facilities contain various ~~negative~~ covenants and restrictions that may, in certain circumstances and subject to carveouts and exceptions, which may be material, limit our ability to:

create liens;

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;

sell all or substantially all of our assets; and

conduct transactions with affiliates.

Under our revolving credit facilities, we are also required to maintain compliance with a maximum consolidated leverage ratio covenant (not to exceed 3.00:1.00) and a minimum consolidated interest coverage ratio covenant (not less than 4.00:1:00). TDAC is required to maintain compliance with a minimum consolidated tangible net worth covenant and our broker-dealer and FCM/FDM subsidiaries are required to maintain compliance with minimum regulatory net capital covenants.

Our senior unsecured notes contain various covenants and restrictions that may, in certain circumstances and subject to carveouts and exceptions, which may be material, limit our ability to:

create liens;

merge or consolidate with another entity; and

sell all or substantially all of our assets.

As a result of the covenants and other restrictions contained in ~~the~~our revolving credit facilities and our senior unsecured ~~notes,~~note indentures, we are limited in how we conduct our business. We cannot guarantee that we will be able to remain in compliance with these covenants and other restrictions or be able to obtain waivers for noncompliance in the

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future. ~~A failure~~Failure to comply with ~~these~~the covenants and other restrictions contained in our debt instruments could have a material adverse ~~effect~~effects on our financial condition and business by impairing our ability to ~~secure~~continue financing our business.

Of particular significance, we could be forced to repay immediately and ~~maintain~~in full any outstanding borrowings under our revolving credit facilities and our senior unsecured notes if we were to breach our covenants and not cure our breach, even if we could otherwise satisfy our debt service obligations. Also, if we experience a change of control, as defined in our revolving credit facilities, we could be required to repay in full all loans outstanding thereunder, plus accrued interest and fees.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition, our results of operations and our ability to receive dividend payments from our subsidiaries, which are subject to business, economic and competitive conditions, regulatory requirements and other factors beyond our control. If our cash flows and capital resources were insufficient to fund our debt service obligations, then we could be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures might not succeed and might not permit us to satisfy our scheduled debt service obligations. In addition, the terms of our existing or future debt instruments could restrict us from adopting some of these alternatives.

Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to obtain additional financing. In addition, any future indebtedness could be at a higher interest rate or include covenants that are more restrictive than our current covenants.

Our corporate debt level may limit our ability to obtain additional financing.

As of September 30, ~~2016,~~2019 we had approximately ~~$1.75~~$3.55 billion of long-term debt, consisting of:

$~~500~~600 million of ~~5.600%~~variable-rate Senior Notes with principal due in full on ~~December~~November 1, ~~2019;~~

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2021;

$750 million of 2.950% Senior Notes with principal due in full on April 1, 2022; ~~and~~

$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.~~2025;

$800 million of 3.300% Senior Notes with principal due in full on April 1, 2027; and

$500 million of 2.750% Senior Notes with principal due in full on October 1, 2029.

Our ability to meet our cash requirements, including our debt repayment obligations, is dependent upon our future performance, which will be subject to financial, business and other factors affecting our operations, many of which are or may be beyond our control. We cannot provide assurance that our business will generate sufficient cash flows from operations to fund our cash requirements. If we are unable to meet our cash requirements from operations, we would be required to obtain alternative financing. The degree to which we may be leveraged as a result of the indebtedness we have incurred could materially and adversely affect our ability to obtain financing for working capital, acquisitions or other purposes, could make us more vulnerable to industry downturns and competitive pressures or could limit our flexibility in planning for, or reacting to, changes and opportunities in our industry, which may place us at a competitive disadvantage. There can be no assurance that we would be able to obtain alternative financing, that any such financing would be on acceptable terms or that we would be permitted to do so under the terms of existing financing arrangements. In the absence of such financing, our ability to respond to changing business and economic conditions, make future acquisitions, react to adverse operating results, meet our debt repayment obligations or fund required capital expenditures could be materially and adversely affected.

Our business, financial position, and results of operations could be harmed by adverse rating actions by credit rating agencies.

If our counterparty credit rating or the credit ratings of our outstanding indebtedness are downgraded, or if rating agencies indicate that a downgrade may occur, then perceptions of our financial strength could be damaged and our business, financial ~~position,~~condition and results of operations could be adversely ~~affected and perceptions of our financial strength could be damaged.~~affected. A downgrade would have the

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effect of increasing our incremental borrowing costs and could decrease the availability of funds for borrowing. ~~In addition, a~~A downgrade also could adversely affect our relationships with ~~our~~ clients.

~~TD exercises significant influence over TD Ameritrade.~~

As of October 1, 2016, TD owned approximately 42% of our outstanding common stock. As a result, TD will generally have the ability to significantly influence the outcome of any matter submitted to a vote of our stockholders and as a result of its significant share ownership in TD Ameritrade, TD may have the power, subject to applicable law, to significantly influence actions that might be favorable to TD, but not necessarily favorable to our other stockholders.

The stockholders agreement provides that TD may designate five of the twelve members of our board of directors, subject to adjustment based on TD's ownership positions in TD Ameritrade. As of October 1, 2016, based on its ownership positions, TD has the right to designate five members of our board of directors. Accordingly, TD is able to significantly influence the outcome of all matters that come before our board.

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

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

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We have extensive relationships and business transactions with TD and some of its affiliates, which if terminated or adversely modified could have a material adverse effect on our business, financial condition and results of operations.

We have extensive relationships and business transactions with TD and certain of its affiliates. The insured deposit account agreement between us and affiliates of TD provides a significant portion of our revenue. This agreement enables our clients to invest in an FDIC-insured deposit product without the need for the Company to establish the significant levels of capital that would be required to maintain our own bank charter. During fiscal 2016, net revenues related to this agreement accounted for approximately 28% of our net revenues. For fiscal year 2016, the average balance of client cash swept to our insured deposit account offering was $84 billion. The average yield earned on the insured deposit account balances was 89 basis points higher than the average net yield earned on segregated cash balances during fiscal 2016. The termination or adverse modification of this agreement without replacing it on comparable terms with a different counterparty, which may not be available, could have a material adverse effect on our business, financial condition and results of operations. If this agreement was terminated or adversely modified and we were permitted to establish our own bank charter for purposes of offering an FDIC-insured deposit product, we would be required to establish and maintain significant levels of capital within a bank subsidiary. We would also be subject to various other risks associated with banking, including credit risk on loans and investments, liquidity risk associated with bank balance sheet management, operational risks associated with banking systems and infrastructure and additional regulatory requirements and supervision.

~~Conflicts of interest may arise between TD Ameritrade and TD, which may be resolved in a manner that adversely affects our business, financial condition or results of operations.~~

Conflicts of interest may arise between us and TD in areas relating to past, ongoing and future relationships, including corporate opportunities, potential acquisitions or financing transactions, sales or other dispositions by TD of its interests in TD Ameritrade and the exercise by TD of its influence over our management and affairs. Some of the directors on our board are persons who are also officers or directors of TD or its subsidiaries. Service as a director or officer of both TD Ameritrade and TD or its other subsidiaries could create conflicts of interest if such directors or officers are faced with decisions that could have materially different implications for us and for TD. Our amended and restated certificate of incorporation contains provisions relating to the avoidance of direct competition between us and TD. In addition, a committee of our board consisting of outside independent directors reviews and approves or ratifies transactions with TD and its affiliates. There can be no assurance that any of the foregoing potential conflicts would be resolved in a manner that does not adversely affect our business, financial condition or results of operations. In addition, the provisions of the stockholders agreement related to non-competition are subject to numerous exceptions and qualifications and may not prevent us and TD from competing with each other to some degree in the future.

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

~~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.~~

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

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Our future ability to pay regular dividends to holders of our common stock is subject to the discretion of our board of directors and will be limited by our ability to generate sufficient earnings and cash flows.

Payment of future ~~cash~~ dividends ~~on our common stock will depend on our ability to generate earnings and cash flows. However, sufficient cash may not be available to pay such dividends. Payment of future dividends, if any,~~ will be at the discretion of our board of directors and will depend upon a number of factors that the board ~~of directors~~ deems relevant, including future earnings, the success of our business activities, capital and liquidity requirements, the general financial condition and future prospects of our business and general business conditions. If we are unable to generate sufficient earnings and cash flows from our business, then we may not be able to pay dividends on our common stock. Even with sufficient earnings and cash flows from our business, our board of directors might exercise its discretion by not declaring dividends, although failure to declare and pay dividends could adversely affect the price of our common stock.

~~Our~~In addition, our ability to pay ~~cash~~ dividends onis subject to statutory and regulatory limitations. In particular, our ~~common stock is also dependent~~ability to pay dividends depends on the ability of our subsidiaries to pay ~~dividends to the parent company. Some~~dividends. In this connection, some of our subsidiaries are subject to requirements of the SEC, FINRA, the CFTC, the NFA and other regulators relating to liquidity, capital standards and the use of client funds and securities, which may limit funds available for the payment of dividends to the parent company.

Future sales of equity securities could adversely affect the market price of our common stock and result in dilution.

Our certificate of incorporation authorizes our board of directors to issue additional shares of common stock and to issue shares of preferred stock, without stockholder approval. We could issue additional equity securities to raise additional capital or for other purposes. The issuance of additional equity securities could dilute the interests of the holders of our common stock (including TD, except to the extent that TD exercises its right under the stockholders agreement to maintain its proportionate share of our common stock) and could adversely affect the market price of that stock.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our Company-owned corporate headquarters facility is located in Omaha, Nebraska and provides more than 500,000 square feet of building space. Our headquarters facility has earned Leadership in Energy and Environmental Design (LEED) Platinum Certification, the highest level of distinction awarded by the U.S. Green Building Council. We also lease approximately 80,000 square feet of building space on property adjacent to the headquarters for administrative and operational facilities. These leases expire in 2020. We own additional administrative and operational facilities located in St. Louis, Missouri and Southlake, Texas, which provide a total of approximately 600,000 square feet of building space.

We currently lease approximately 195,000 ~~and 140,000~~ square feet of building space for an additional ~~operations centers~~operation center in Jersey City, New ~~Jersey and Fort Worth, Texas, respectively. The~~Jersey. During fiscal year 2019, we entered into a new lease of approximately 210,000 square feet of building space in Jersey City, ~~and Fort Worth leases expire in 2020. During October 2015, we purchased land in Southlake, Texas, on which we are currently constructing a new operations center.~~New Jersey. We ~~intend~~plan to transition ~~our Fort Worth operations~~the existing operation center in Jersey City to ~~Southlake once construction~~the new location upon the expiration of the ~~new facility is completed, which is scheduled for 2017.~~current lease in 2020. We lease smaller administrative and operational facilities in California, Colorado, Illinois, Maryland, Massachusetts, Michigan, Texas and ~~Utah, and we~~Utah. We own aone data center facility, located in Richardson, ~~Texas.~~Texas and we lease two data center facilities located in New Jersey. We also lease ~~over 100~~more than 275 retail branch offices, located in ~~large metropolitan areas in 33~~47 states and the District of Columbia. We believe that our facilities are suitable and adequate to meet our needs.

Item 3. Legal Proceedings

For information regarding legal proceedings, see Note 1316 — Commitments and Contingencies – "~~Order Routing Matters" and "Other~~ Legal and Regulatory Matters" under Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.

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Item 4. Mine Safety Disclosures

Not applicable.

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PART II


Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price Range of Common Stock

~~Prior to December 12, 2015, our~~Our common stock ~~traded on the New York Stock Exchange ("NYSE") under the symbol "AMTD." On December 12, 2015, our common stock began trading~~trades on the Nasdaq Global Select Market under the symbol "AMTD." The following table shows the high and low sales prices for our common stock for the periods indicated, as reported by the NYSE through December 11, 2015 and the Nasdaq Global Select Market thereafter. The prices reflect inter-dealer prices and do not include retail markups, markdowns or commissions.

Common Stock Price
For the Fiscal Year Ended September 30,
2016 2015
High Low High Low
First Quarter $ 37.90
$ 29.69
$ 37.08
$ 28.34
Second Quarter $ 33.93
$ 24.88
$ 38.74
$ 32.07
Third Quarter $ 32.93
$ 26.47
$ 39.05
$ 34.72
Fourth Quarter $ 35.39
$ 26.37
$ 38.72
$ 30.22

The closing sale price of our common stock as reported on the Nasdaq Global Select Market on November ~~3, 2016~~1, 2019 was ~~$33.84~~$39.21 per share. As of that date there were ~~655~~576 holders of record of our common stock based on information provided by our transfer agent. The number of stockholders of record does not reflect the number of individual or institutional stockholders that beneficially own our stock because most stock is held in the name of nominees. Based on information available to us, we believe there are approximately ~~68,000~~106,000 beneficial holders of our common stock.

Dividends

We declared and paid a ~~$0.17~~$0.30 per share and a ~~$0.15~~$0.21 per share quarterly cash dividend on our common stock during each quarter of fiscal years ~~2016~~2019 and ~~2015,~~2018, respectively. ~~On October 24, 2016, we~~We recently declared ~~an $0.18~~a $0.31 per share quarterly cash dividend for the first quarter of fiscal ~~2017.~~2020. We are scheduled to pay the quarterly cash dividend on November ~~22, 2016~~19, 2019 to all holders of record of our common stock as of November ~~8, 2016.~~5, 2019. The payment of any future dividends will be at the discretion of our board of directors and will depend upon a number of factors that the board of directors deems relevant, including future earnings, the success of our business activities, capital requirements, the general financial condition and future prospects of our business and general business conditions.

Our ability to pay cash dividends on our common stock is also dependent on the ability of our subsidiaries to pay dividends to the parent company. Some of our subsidiaries are subject to requirements of the SEC, FINRA, the CFTC, the NFA and other regulators relating to liquidity, capital standards and the use of client funds and securities, which may limit funds available for the payment of dividends to the parent company. See Item 7, Management's Discussion and Analysis of Results of Operations and Financial Condition — "Liquidity and Capital Resources" for further information.

Securities Authorized for Issuance Under Equity Compensation Plans

Information about securities authorized for issuance under the Company's equity compensation plans is contained in Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Table of Contents

Performance Graph

The following Company common stock performance information is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to the SEC's proxy rules or to the liabilities of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act.

The following graph and table set forth information comparing the cumulative total return through the end of the Company's most recent fiscal year from a $100 investment on September 30, ~~2011~~2014 in the Company's common stock, a broad-based stock index and the stocks comprising an industry peer group.


	Period Ended						Period Ended
Index	9/30/11	9/30/12	9/30/13	9/30/14	9/30/15	9/30/16	9/30/14	9/30/15	9/30/16	9/30/17	9/30/18	9/30/19
TD Ameritrade Holding Corporation	100.00	106.01	189.34	249.43	242.11	273.96	100.00	97.06	109.83	154.84	170.21	153.97
S&P 500	100.00	130.20	155.39	186.05	184.91	213.44	100.00	99.39	114.72	136.07	160.44	167.27
Peer Group	100.00	112.53	191.71	268.10	269.85	300.66	100.00	100.65	112.14	158.44	181.33	156.01

The Peer Group is comprised of the following companies that have significant retail brokerage operations:

E*TRADE Financial Corporation

The Charles Schwab Corporation

Table of Contents

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

ISSUER PURCHASES OF EQUITY SECURITIES

Period
Total
Number of
Shares
Purchased

Average Price Paid per
Share

Total Number
of Shares
Purchased as
Part of Publicly
Announced
Program

Maximum Number
of Shares that May
Yet Be Purchased
Under the Program
July 1, 2016 — July 31, 2016 893,739
$ 27.48
880,853
26,317,508
August 1, 2016 — August 31, 2016 —
$ —
—
26,317,508
September 1, 2016 — September 30, 2016 337,522
$ 26.57
337,522
25,979,986
Total — Three months ended September 30, 2016 1,231,261
$ 27.23
1,218,375
25,979,986



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, 2019 — July 31, 2019	1,676,765	$	51.14	1,636,846	5,765,029
August 1, 2019 — August 31, 2019	2,827,815	$	51.30	2,826,865	2,938,164
September 1, 2019 — September 30, 2019	1,386,392	$	48.01	1,383,955	31,554,209
Total — Three months ended September 30, 2019	5,890,972	$	50.48	5,847,666	31,554,209

On November 20, 2015, our board of directors authorized the repurchase of up to 30 million shares of our common stock. We disclosed this authorization on November 20, 2015 in our annual report on Form 10-K. ~~This program was~~On September 11, 2019, our board of directors authorized the repurchase of up to an additional 30 million shares of our common stock. We disclosed this authorization in our Form 8-K filed on October 21, 2019. These programs were the only stock repurchase ~~program~~programs in effect and no programs expired during the fourth quarter of fiscal ~~2016.~~2019.

During the quarter ended September 30, ~~2016, 12,886~~2019, 43,306 shares were repurchased primarily from employees for income tax withholding in connection with distributions of stock-based compensation.

Item 6. Selected Financial Data


	Fiscal Year Ended September 30,										Fiscal Year Ended September 30,
	2016		2015		2014		2013		2012		2019		2018*		2017		2016		2015
	(In millions, except per share amounts)										(In millions, except per share amounts)
Consolidated Statements of Income Data:
Net revenues	$	3,327	$	3,247	$	3,123	$	2,764	$	2,641	$	6,016	$	5,452	$	3,676	$	3,327	$	3,247
Operating income	1,318		1,325		1,285		1,056		934		3,001		1,998		1,466		1,318		1,325
Net income	842		813		787		675		586		2,208		1,473		872		842		813
Earnings per share — basic	$	1.59	$	1.50	$	1.43	$	1.23	$	1.07	$	3.98	$	2.60	$	1.65	$	1.59	$	1.50
Earnings per share — diluted	$	1.58	$	1.49	$	1.42	$	1.22	$	1.06	$	3.96	$	2.59	$	1.64	$	1.58	$	1.49
Weighted average shares outstanding — basic	531		543		550		549		548		555		567		529		531		543
Weighted average shares outstanding — diluted	534		547		554		554		554		557		569		531		534		547
Dividends declared per share	$	0.68	$	0.60	$	0.98	$	0.86	$	0.24	$	1.20	$	0.84	$	0.72	$	0.68	$	0.60


	As of September 30,										As of September 30,
	2016		2015		2014		2013		2012		2019		2018		2017*		2016		2015
	(In millions)										(In millions)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	1,855	$	1,978	$	1,460	$	1,062	$	915	$	2,852	$	2,690	$	1,472	$	1,855	$	1,978
Investments available-for-sale, at fair value	757		—		—		13		70		1,668		484		746		757		—
Total assets	28,818		26,375		23,829		21,832		19,509		43,786		37,520		38,627		28,818		26,375
Notes payable and long-term obligations	1,817		1,800		1,249		1,048		1,346
Long-term debt and other borrowings											3,594		2,535		2,652		1,817		1,800
Stockholders' equity	5,051		4,903		4,748		4,676		4,425		8,700		8,003		7,247		5,051		4,903



☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended	September 30, 2019
~~FORM 10-K~~
þ☐	~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)~~ ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~
	~~For the fiscal year ended September 30, 2016~~
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

~~Commission file number: 1-35509~~

~~TD Ameritrade Holding Corporation~~
~~(Exact name of registrant as specified in its charter)~~

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

~~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. ¨
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 filerþ	☑			Accelerated filer¨	~~Non-accelerated filer~~ ¨ ☐	Smaller reporting company¨	☐
Non-accelerated filer		☐	(Do not check if a smaller reporting company)				Emerging growth company	☐
~~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 $16.5 billion computed by reference to the closing sale price of the stock on the Nasdaq Global Select Market on March 31, 2016, 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 8, 2016 was 526,045,827 shares.~~
~~DOCUMENTS INCORPORATED BY REFERENCE~~
~~Definitive Proxy Statement relating to the registrant's 2017~~



		Page No.

	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	1210
Item 1B.	Unresolved Staff Comments	2324
Item 2.	Properties	2324
Item 3.	Legal Proceedings	2324
Item 4.	Mine Safety Disclosures	2325

	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2425
Item 6.	Selected Financial Data	2627
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2728
	Glossary of Terms	2728
	Financial Statement Overview	31
	~~Critical Accounting Policies and Estimates~~Acquisition of Scottrade	3132
	~~Results of Operations~~Critical Accounting Policies and Estimates	33
	Results of Operations	34
	Liquidity and Capital Resources	42
	Off-Balance Sheet Arrangements	47
	~~Contractual Obligations~~	47
~~Item 7A.~~	~~Quantitative and Qualitative Disclosures about Market Risk~~	48
	Contractual Obligations	49
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	49
Item 8.	Financial Statements and Supplementary Data	50
	~~Report of Ernst & Young LLP~~	50
	~~Consolidated Balance Sheets~~	51
	~~Consolidated Statements~~Report of ~~Income~~Ernst & Young LLP	5251
	Consolidated ~~Statements of Comprehensive Income~~Balance Sheets	53
	Consolidated Statements of ~~Stockholders' Equity~~Income	54
	Consolidated Statements of ~~Cash Flows~~Comprehensive Income	55
	~~Notes to~~ Consolidated ~~Financial~~ Statements of Stockholders' Equity	56
	Consolidated Statements of Cash Flows	58
	Notes to Consolidated Financial Statements	60
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	97108
Item 9A.	Controls and Procedures	97108
Item 9B.	Other Information	99110

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	99110
Item 11.	Executive Compensation	99110
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	99110
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~100~~111
Item 14.	Principal Accounting Fees and Services	~~100~~111

	PART IV
Item 15.	Exhibits, Financial Statement Schedules	~~100~~111
	Exhibit Index	~~100~~112
	Signatures	~~105~~116


	Fiscal Year Ended September 30,												Fiscal Year Ended September 30,
	2016				2015				2014				2019				2018				2017
	$		% of Net Revenues		$		% of Net Revenues		$		% of Net Revenues		$		% of Net Revenues		$		% of Net Revenues		$		% of Net Revenues
Net income	$	842	25.3	%	$	813	25.0	%	$	787	25.2	%
Net income (GAAP)													$	2,208	36.7	%	$	1,473	27.0	%	$	872	23.7	%
Add:
Depreciation and amortization	92		2.8	%	91		2.8	%	95		3.0	%	148		2.5	%	142		2.6	%	102		2.8	%
Amortization of acquired intangible assets	86		2.6	%	90		2.8	%	90		2.9	%	125		2.1	%	141		2.6	%	79		2.1	%
Interest on borrowings	53		1.6	%	43		1.3	%	25		0.8	%	144		2.4	%	99		1.8	%	71		1.9	%
Provision for income taxes	423		12.7	%	475		14.6	%	483		15.5	%	721		12.0	%	414		7.6	%	522		14.2	%
EBITDA	$	1,496	45.0	%	$	1,512	46.6	%	$	1,480	47.4	%
EBITDA (non-GAAP)													$	3,346	55.6	%	$	2,269	41.6	%	$	1,646	44.8	%


•	~~TD Ameritrade Mobile~~ ~~allows on-the-go~~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 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 ~~stock, option, foreign~~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.


•	Common and preferred stock. Clients can purchase common and preferred stocks, American Depository Receipts and closed-end funds traded on any United States exchange ~~futures,~~or quotation system.


•	Exchange-Traded Funds ("ETFs"). Our ETF Market Center offers our clients more than 2,300 ETFs from leading providers, providing exposure to many asset classes and diverse investment strategies.


•	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 funds. Clients can also easily exchange funds within the same mutual fund family.


•	Options. We offer a full range of option trades, including complex and ~~fixed-income investors. Our~~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.


•	Fixed income. We offer our clients access to a variety of Treasury, corporate, government agency and municipal bonds, as well as certificates of deposit.




~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION~~


•	Annuities. We offer access to competitively priced fixed and variable annuities provided by highly-rated insurance carriers.


•	~~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, Amerivest Investment Management, LLC, recommends an investment portfolio based on an investor's objective, time horizon and risk tolerance.


•	~~AdvisorDirect~~^®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 ~~a national referral service~~also available for ~~investors who wish~~certain qualifying accounts with net liquidating values of at least $125,000.


	Fiscal Year									'16 vs. '15 Increase/ (Decrease)			'15 vs. '14 Increase/ (Decrease)			Fiscal Year									'19 vs. '18 Increase/ (Decrease)			'18 vs. '17 Increase/ (Decrease)
	2016			2015			2014			'16 vs. '15 Increase/ (Decrease)			'15 vs. '14 Increase/ (Decrease)			2019			2018			2017			'19 vs. '18 Increase/ (Decrease)			'18 vs. '17 Increase/ (Decrease)
Average insured deposit account balances	$	83,706		$	75,737		$	72,933		$	7,969		$	2,804
Average bank deposit account balances																$	112,716		$	116,695		$	93,922		$	(3,979	)	$	22,773
Average interest-earning assets	22,652			20,223			18,541			2,429			1,682			32,242			30,849			25,316			1,393			5,533
Average spread-based balances	$	106,358		$	95,960		$	91,474		$	10,398		$	4,486		$	144,958		$	147,544		$	119,238		$	(2,586	)	$	28,306
Insured deposit account fee revenue	$	926		$	839		$	820		$	87		$	19
Bank deposit account fee revenue																$	1,717		$	1,541		$	1,107		$	176		$	434
Net interest revenue	595			622			581			(27		)	41			1,533			1,272			690			261			582
Spread-based revenue	$	1,521		$	1,461		$	1,401		$	60		$	60		$	3,250		$	2,813		$	1,797		$	437		$	1,016
Average yield — insured deposit account fees	1.09		%	1.09		%	1.11		%	0.00		%	(0.02		)%
Average yield — bank deposit account fees																1.50		%	1.30		%	1.16		%	0.20		%	0.14		%
Average yield — interest-earning assets	2.59		%	3.03		%	3.09		%	(0.44		)%	(0.06		)%	4.69		%	4.07		%	2.69		%	0.62		%	1.38		%
Net interest margin (NIM)	1.41		%	1.50		%	1.51		%	(0.09		)%	(0.01		)%	2.21		%	1.88		%	1.49		%	0.33		%	0.39		%


	Interest Revenue (Expense) Fiscal Year									'16 vs. '15 Increase/ (Decrease)			'15 vs. '14 Increase/ (Decrease)			Interest Revenue (Expense) Fiscal Year									'19 vs. '18 Increase/ (Decrease)			'18 vs. '17 Increase/ (Decrease)
	2016			2015			2014			'16 vs. '15 Increase/ (Decrease)			'15 vs. '14 Increase/ (Decrease)			2019			2018			2017			'19 vs. '18 Increase/ (Decrease)			'18 vs. '17 Increase/ (Decrease)
Segregated cash	$	15		$	5		$	7		$	10		$	(2	)	$	123		$	95		$	49		$	28		$	46
Client margin balances	436			443			405			(7		)	38			1,075			920			482			155			438
Securities lending/borrowing, net	141			174			169			(33		)	5			248			222			139			26			83
Other cash and interest-earning investments	5			1			1			4			—			98			42			22			56			20
Client credit balances	(2		)	(1		)	(1		)	(1		)	—			(11		)	(7		)	(2		)	(4		)	(5		)
Net interest revenue	$	595		$	622		$	581		$	(27	)	$	41		$	1,533		$	1,272		$	690		$	261		$	582


	Average Balance Fiscal Year						'16 vs. '15 % Change		'15 vs. '14 % Change		Average Balance Fiscal Year						'19 vs. '18 % Change		'18 vs. '17 % Change
	2016		2015		2014		'16 vs. '15 % Change		'15 vs. '14 % Change		2019		2018		2017		'19 vs. '18 % Change		'18 vs. '17 % Change
Segregated cash	$	7,034	$	4,683	$	5,307	50	%	(12	)%	$	5,511	$	6,832	$	8,282	(19	)%	(18	)%
Client margin balances	11,751		12,113		10,493		(3	)%	15	%	20,651		19,812		12,542		4	%	58	%
Securities borrowing	932		924		1,085		1	%	(15	)%	1,125		925		1,004		22	%	(8	)%
Other cash and interest-earning investments	2,935		2,503		1,656		17	%	51	%	4,955		3,280		3,488		51	%	(6	)%
Interest-earning assets	$	22,652	$	20,223	$	18,541	12	%	9	%	$	32,242	$	30,849	$	25,316	5	%	22	%
Client credit balances	$	14,669	$	12,440	$	11,240	18	%	11	%	$	19,286	$	20,438	$	16,182	(6	)%	26	%
Securities lending	2,084		2,258		2,513		(8	)%	(10	)%	2,825		2,888		2,004		(2	)%	44	%
Interest-bearing liabilities	$	16,753	$	14,698	$	13,753	14	%	7	%	$	22,111	$	23,326	$	18,186	(5	)%	28	%


	Average Yield (Cost) Fiscal Year						'16 vs. '15 Net Yield Increase/ (Decrease)		'15 vs. '14 Net Yield Increase/ (Decrease)		Average Yield (Cost) Fiscal Year						'19 vs. '18 Net Yield Increase/ (Decrease)		'18 vs. '17 Net Yield Increase/ (Decrease)
	2016		2015		2014		'16 vs. '15 Net Yield Increase/ (Decrease)		'15 vs. '14 Net Yield Increase/ (Decrease)		2019		2018		2017		'19 vs. '18 Net Yield Increase/ (Decrease)		'18 vs. '17 Net Yield Increase/ (Decrease)
Segregated cash	0.21	%	0.11	%	0.13	%	0.10	%	(0.02	)%	2.20	%	1.37	%	0.58	%	0.83	%	0.79	%
Client margin balances	3.65	%	3.60	%	3.81	%	0.05	%	(0.21	)%	5.14	%	4.58	%	3.79	%	0.56	%	0.79	%
Other cash and interest-earning investments	0.18	%	0.04	%	0.07	%	0.14	%	(0.03	)%	1.94	%	1.26	%	0.63	%	0.68	%	0.63	%
Client credit balances	(0.01	)%	(0.01	)%	(0.01	)%	0.00	%	0.00	%	(0.06	)%	(0.03	)%	(0.01	)%	(0.03	)%	(0.02	)%
Net interest revenue	2.59	%	3.03	%	3.09	%	(0.44	)%	(0.06	)%	4.69	%	4.07	%	2.69	%	0.62	%	1.38	%



	Fee Revenue Fiscal Year						'16 vs. '15 Increase/ (Decrease)		'15 vs. '14 Increase/ (Decrease)
	2016		2015		2014		'16 vs. '15 Increase/ (Decrease)		'15 vs. '14 Increase/ (Decrease)
Money market mutual fund	$	11	$	—	$	—	$	11	$	—
Market fee-based investment balances	363		334		309		29		25
Total investment product fees	$	374	$	334	$	309	$	40	$	25



	Average Yield Fiscal Year						'16 vs. '15 Increase/ (Decrease)		'15 vs. '14 Increase/ (Decrease)
	2016		2015		2014		'16 vs. '15 Increase/ (Decrease)		'15 vs. '14 Increase/ (Decrease)
Money market mutual fund	0.19	%	0.01	%	0.00	%	0.18	%	0.01	%
Market fee-based investment balances	0.23	%	0.22	%	0.23	%	0.01	%	(0.01	)%
Total investment product fees	0.23	%	0.21	%	0.22	%	0.02	%	(0.01	)%


	Net Capital		Early Warning Threshold		Net Capital in Excess of Early Warning Threshold		Net Capital		Early Warning Threshold		Net Capital in Excess of Early Warning Threshold
TD Ameritrade Clearing, Inc.	$	1,719	$	720	$	999	$	3,188	$	1,232	$	1,956
TD Ameritrade, Inc.	$	139	$	0.3	$	138	$	289	$	0.3	$	288



	Adjusted Net Capital		Early Warning Threshold		Adjusted Net Capital in Excess of Early Warning Threshold
TD Ameritrade Futures & Forex LLC	$	117	$	24	$	93



		September 30,						Change
		2016			2015			Change
Cash and cash equivalents		$	1,855		$	1,978		$	(123	)
Less:	Non-corporate cash and cash equivalents	(1,395		)	(909		)	(486		)
Corporate cash and cash equivalents		460			1,069			(609		)
Corporate investments		757			—			757
Less:	Corporate liquidity maintained for operational contingencies	(773		)	(750		)	(23		)
	Excess corporate cash and cash equivalents and investments	444			319			125
Excess broker-dealer regulatory net capital		369			211			158
Liquid assets available for corporate investing and financing activities		$	813		$	530		$	283


Liquid assets available for corporate investing and financing activities as of September 30, 2015		$	530
Liquid assets as of September 30, 2018					Liquid assets as of September 30, 2018		$	1,065
Plus:	EBITDA⁽¹⁾	1,496				EBITDA⁽¹⁾	3,346
						Proceeds from issuance of long-term debt	1,498
						Net decrease in cash collateral pledged to interest rate swap counterparties	156
						Other changes in working capital and regulatory net capital	106
	Reduction in net capital requirement due to decrease in aggregate debits	109				Other investing activities, net	20
	Other changes in working capital and regulatory net capital	140				Change in net capital related to daily futures client cash sweep	7
Less:	Income taxes paid	(519		)		Purchase of treasury stock	(969		)
	Payment of cash dividends	(362		)		Income taxes paid	(683		)
	Purchase of treasury stock	(352		)		Payment of cash dividends	(667		)
	Purchase of property and equipment	(105		)		Principal payment on long-term debt	(500		)
	Interest paid	(54		)		Purchase of property and equipment	(199		)
	Purchase of treasury stock for income tax withholding on stock-based compensation	(30		)		Interest paid	(154		)
	Increase in corporate liquidity maintained for operational contingencies	(23		)		Net payments on securities sold under agreements to repurchase	(96		)
	Changes in net capital related to daily futures client cash sweep	(17		)		Purchase of treasury stock for income tax withholding on stock-based compensation	(14		)
Liquid assets available for corporate investing and financing activities as of September 30, 2016		$	813
						Payment of debt issuance costs	(12		)
						Payment of prepayment premium on long-term debt	(3		)
Liquid assets as of September 30, 2019					Liquid assets as of September 30, 2019		$	2,901


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


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


	Total		Payments Due by Period (Fiscal Years):								Total		Payments Due by Period (Fiscal Years):
			Less than 1 year		1-3 years		3-5 years		More than 5 years				Less than 1 year		1-3 years		3-5 years		More than 5 years
Contractual Obligations			2017		2018-19		2020-21		After 2021				2020		2021-22		2023-24		After 2024
Long-term debt obligations⁽¹⁾	$	2,024	$	49	$	96	$	571	$	1,308	$	4,191	$	119	$	1,563	$	545	$	1,964
Operating lease obligations	342		58		109		71		104		476		72		119		94		191
Purchase obligations⁽²⁾	283		239		31		4		9		197		128		47		9		13
Income taxes payable⁽³⁾	98		98		—		—		—		222		222		—		—		—
Total	$	2,747	$	444	$	236	$	646	$	1,421	$	5,086	$	541	$	1,729	$	648	$	2,168


(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 ~~building construction costs, property~~professional services, software, employee compensation and ~~equipment, software,~~benefits, telecommunications, market information and advertising and ~~marketing, professional services, and employee compensation and benefits.~~marketing.


(3)	A significant portion of our income taxes payable as of September 30, ~~2016~~2019 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.



		Uncertain Tax Positions

Description of the Matter		The Company has uncertain tax positions as discussed in Note 12 to the consolidated financial statements. Uncertainty in a tax position may arise as tax laws are subject to interpretation. The Company uses significant judgment in (1) determining if the tax position is more likely than not to be sustained upon examination, based on the technical merits of the position and (2) measuring the amount of tax benefit that qualifies for recognition. As of September 30, 2019, the Company had unrecognized tax benefits of $193 million for uncertain tax positions.

		Auditing management's estimate of the amount of tax benefit related to the Company's uncertain tax positions that qualified for recognition involved especially challenging auditor judgment because management's estimate required significant judgment in evaluating the technical merits of the positions, including interpretations of applicable tax laws and regulations.

How We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's accounting process for uncertain tax positions. For example, this included controls over the Company's assessment of the technical merits of tax positions and management's process to measure the benefit of those tax positions that qualified for recognition.

		We involved our tax professionals to assess the technical merits of the Company's tax positions. Our audit procedures included, among others, assessing the positions the Company has taken on its tax returns to evaluate the completeness and accuracy of the underlying data, inspecting correspondence with the relevant tax authorities, and evaluating third-party advice obtained and used by the Company in assessing the technical merits of its tax positions. Additionally, we evaluated management's application of the applicable tax laws and regulations based on relevant case law and tax authority interpretations. For example, we evaluated the appropriateness of the jurisdictions and statutes of limitations used to determine the amount of tax benefit recognized based on where the Company conducts business and the applicable tax laws and regulations, and tested the completeness and accuracy of the data used by the Company, including the mathematical accuracy of the Company's calculations.