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Tim Hockey addresses some of the reasons for the integration of the companies and the changes occuring.

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TD Ameritrade CEO on proposed $4B merger with Scottrade

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Although TD Ameritrade promises to keep many of the Scottrade employees, there will be substantial job cuts in the St Louis area.

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TD Ameritrade and Toronto-Dominion Bank have agreed to buy Scottrade in a $4 billion deal that combines two of the nation's leading discount brokerages but will cost the St. Louis region hundreds of jobs.

The sale, announced early Monday, is subject to regulatory approvals, and is slated to close by Sept. 30, 2017, the companies said.

Town and Country-based Scottrade, based in the St. Louis area since the mid-1980s, will convert to TD Ameritrade systems in 2018.

The deal, which comes at a time when the industry is wrestling with sluggish revenue growth, will produce a combined business with around 10 million client accounts and nearly $1 trillion in total client assets. Together, the two firms execute around 600,000 trades per day.

"It gives us a lot of power to combine the two," Scottrade's founder and CEO Rodger Riney said Monday. "It is a business that has become ever more competitive as the years have gone by ... and scale is more important than ever. The more clients you have, the less expensively you can offer services to clients."

Riney's net worth is expected to rise to $4 billion with the deal, according to an estimate by Bloomberg News, making him one of the world's richest people. He will join TD Ameritrade's board of directors when the sale finalizes and is poised to become TD Ameritrade's second largest individual shareholder after TD Ameritrade founder J. Joseph Ricketts, whose family owns the Chicago Cubs baseball team.

The fate of Scottrade employees is less clear. The company has about 1,800 employees in the St. Louis region, primarily at its headquarters at 700 Maryville Centre Drive in Town and Country and offices at 13075 Manchester Road in Des Peres and 12800 Corporate Hill Drive in unincorporated St. Louis County.

Although TD Ameritrade pledges to keep a significant presence in St. Louis, including a sizable call center, there will be job losses.

"After the integration, we'll have between 500 and 1,000 jobs in the St. Louis area," TD Ameritrade CEO Tim Hockey told the Post-Dispatch in a phone interview.

Scottrade's current nationwide head count of 3,700 will total about half that figure following the sale, company officials said. And the number of branch offices - TD Ameritrade has about 100 and Scottrade has 500 - will be pared by about 150. Locations have not been identified.

Outside of its headquarters in Omaha, Neb., TD Ameritrade also has large offices in Dallas, New Jersey and Chicago.

Sheila Sweeney, CEO of the St. Louis Economic Partnership, said St. Louis' financial services sector remains strong, which could help minimize the local job impact. Financial services companies based in the St. Louis area include Edward Jones, Stifel Financial Corp., and Wells Fargo Advisors.

"We will make sure in the coming months that TD Ameritrade understands the benefits of operating in St. Louis, with the strong financial services sector here," Sweeney said. "Our primary concern is for employees and the jobs. We know we have our work cut out for us to try to retain those jobs. These are two well respected, well run companies and we'll do whatever we need to do to convince TD Ameritrade to keep the presence they have here."

The acquisition - the largest in TD Ameritrade's history - more than quadruples the size of TD Ameritrade's branch network. Even as customers gravitate to online services, there's still demand for in-person conversations with knowledgeable employees, Hockey said.

"Even though everyone is enamored about talking about technology, managing trading and wealth are very important conversations and (customers) want to talk to someone they know and trust in their community," Hockey said.

"Scottrade clients will get the benefit of deeper education solutions and more products," Hockey added. "This gives us a lot more scale, which will allow us to invest in more innovations."

The deal will occur in two steps. TD Bank Group is buying Scottrade's banking arm, Scottrade Bank, for $1.3 billion. The bank will be merged into TD Bank NA, a subsidiary of Toronto-based Toronto-Dominion Bank, TD's largest investor. Following that transaction, TD Ameritrade will acquire Scottrade Financial Services for $2.7 billion.

TD Ameritrade was founded in 1975 as First Omaha Securities, the first company to offer discount stock trades. It has 7 million accounts and $774 billion in clients assets.

Scottrade, which has $170 billion in client assets and more than 3 million accounts, was founded by Riney as Scottsdale Securities in Scottsdale, Ariz., in 1980. A year later, Riney opened the company's second branch in the St. Louis area.

Riney relocated the headquarters to St. Louis County in 1985. When it launched its website in 1996, the company was among the first to offer online trading. The company chose Scottrade.com as its home page because Scottsdale.com was already taken.

The company, renamed Scottrade in 2000, had $1.11 billion in annual revenue in 2015. Its four business lines are brokerage, investment adviser services, banking and investment management. On Monday, Hockey called Riney and Scottrade pioneers in self-directed investing.

Riney, 70, announced last fall he was suffering from multiple myeloma, a form of blood cancer. His health issues are well under control, Riney said, but played a factor in the company's decision to sell after decades of operating as an independent, privately held firm.

Riney said he decided not to take the company public and turned down multiple offers by potential suitors over the years because the company was happy being independent.

"It seemed like the right time," Riney said of Monday's sale announcement, noting that the two companies were founded within a few years of each other and share similar operating philosophies based on client service. "After a thorough process, we realized that TD Ameritrade would be the best partner for our associates and clients," he added.

"We break our backs to give great customer service, and TD Ameritrade does the same," Riney continued. "Between the two of us, we have about 80 years of brokerage experience."

Following the finalization of the merger, the Scottrade name will be phased out, including at the Scottrade Center downtown, home of the Blues. The arena's name will be changed to TD Ameritrade Center, Hockey said. The contract for the naming rights runs through 2021. "We'll be talking to the owners of Scottrade Center," he said.

Scottrade's pending sale to TD Ameritrade comes amid consolidation in the industry, which could make receiving antitrust approval more difficult. Already this year, discount brokerage ETrade Financial Corp. announced plans to acquire OptionsHouse for $725 million and Ally Financial finalized its acquisition of digital wealth management company TradeKing Group for $275 million.

"Regulators will look at this very carefully at it because of its size," said Tim Greaney, law professor at St. Louis University School of Law. Regulators will look at the two companies' overlapping products, where they compete and their size, to determine if competition is lessened, he said.

But Mark Williams, a finance professor at Boston University's Questrom School of Business, said plenty of competition remains in the industry so antitrust approval likely won't stand in the way of the deal finalizing.

"The market is so competitive as-is, and execution and costs should be enhanced for customers with the sale," Williams said, adding TD Ameritrade has built its business making order execution cheap relative to the traditional brokerage companies such as Morgan Stanley and Merrill Lynch.

"Consumers are looking for companies who can execute a trade like it's a commodity, and Ameritrade will be a dominant player in the online space."

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Job hit for St. Louis with TD Ameritrade buying Scottrade; arena will get new name

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TD Ameritrade and Toronto-Dominion Bank have agreed to buy Scottrade in a $4 billion deal that combines two of the nation's leading discount brokerages but will cost the St. Louis region hundreds of jobs. The sale, announced early Monday, is subject to regulatory approvals, and is slated to close by Sept.

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Face to Face Customer Support meets Technology

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Face to Face Customer Support meets Technology

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Scottrade customers voice concerns about losing the human interaction once the merger is complete. TD Ameritrade CEO, Tim Hockey, assures customers that they will continue to receive excellent face to face customer service, as well as see significant upgrades in the technology available to them.

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It has been a busy week for TD Ameritrade. The online broker announced it is acquiring rival Scottrade for $4 billion. It's also close to launching a new low-cost robo-advisory service, Essential Portfolios, and last week gave Barron's an exclusive sneak peek. I'm going to update Scottrade clients on what they can expect from TD Ameritrade and provide a first look at its robo-advisory, which will be available to some customers this week and then rolled out to everyone in January 2017.

The combination of Scottrade and TD Ameritrade(ticker: AMTD) makes sense. We speculated a couple of weeks ago in Digital Investor that Scottrade, which has a banking unit and 500 branches, would appeal to a regional bank looking to expand. We were partially right. TD Bank, a part of Canadian giant Toronto-Dominion Bank,will buy the banking portion of Scottrade, and once that's finalized, TD Ameritrade will absorb the brokerage. Scottrade's customer base is buy-and-hold oriented, which fits in with a large percentage of TD Ameritrade's clients. We believe this will be a positive change for Scottrade customers because of TD Ameritrade's superior technology.

Scottrade customers who contacted me once the deal was announced have two primary concerns: keeping commissions at their current level, and maintaining the broker's office network so they can walk in and talk to a human.

TD Ameritrade CEO Tim Hockey responds that Scottrade customers should expect a significant upgrade in available technology and no loss of physical locations. Still under discussion is the final pricing scheme. Scottrade's commissions are $7 per equity trade, while TD Ameritrade charges $9.99. Options trades tack on an additional 70 cents per contract at Scottrade, while TD Ameritrade's feeis 75 cents. Hockey says that when his firm modeled future revenue post-takeover, Scottrade's fee structure was left unchanged. But he's not sure what changes could occur in the long run.

Hockey was impressed by the positive effects Scottrade offices have. "When we looked at their client profile and penetration, it was clear that the places where they have branches make a significant difference," Hockey says. Scottrade has a much higher-than-average concentration of clients near its offices. Though the total number of offices will fall, TD Ameritrade, he says, will maintain an office in every current market. Scottrade founder Rodger Riney "believes in the power of a lifelong relationship, including the personal touch when the client wants it," says Hockey. He wants to maintain those connections.

TD Ameritrade has about 100 offices in the U.S. to go with Scottrade's 500. Hockey believes that post-integration, there will be about 450 for the combined firm. Scottrade's offices typically house two to three investment advisors, while TD Ameritrade's outposts are roughly twice the size, with six to seven advisors. "As we decide which branches to keep, we may end up building a new office" in some cases, Hockey says. So, in the long run, it sounds as though the personal connections may be enhanced.

Both Scottrade and TD Ameritrade have self-clearing operations for their trades, though one of Scottrade's platforms clears through Interactive Brokers. Scottrade's clients will, at some point next year, have their clearing relationship changed to TD Ameritrade. Hockey says the transition team is dedicated to making that very smooth. "If you compete on the client experience, as we do, you don't want to have any client hiccups," Hockey assures me. He says the integration itself is less technologically challenging than others it has done, such as the acquisition of the sophisticated trading site thinkorswim. In the meantime, Hockey says, "We will continue to invest in our platforms as though this deal had not happened. We continue to work toward removing every single friction point that we have."

WHEN THE DEAL was disclosed, the financial media made much of today's pricing wars in online brokerage. TD Ameritrade is about to launch a response: a new robo-advisory service, Essential Portfolios, which will be available to some customers on Oct. 31.

Marco De Freitas, head of TD Ameritrade's retail products and strategy, says there will be five portfolios, all designed by Morningstar, with the aim of providing a diversified strategy with low-cost exchange-traded funds. The minimum investment is $5,000 to open an Essential Portfolios account, and the fee is 0.30% per year. As the name suggests, says De Freitas, the firms consider these portfolios the essence of an investing strategy.

For most of the past decade, TD Ameritrade has had an offering called Amerivest, which could be considered an older cousin of Essential Portfolios. Opening an Amerivest account used to involve answering 27 questions about goals and risk tolerance, but in May that process was simplified. The streamlined process was adapted to the new offering. Amerivest will still be available, but is aimed at customers who desire a personal relationship with an advisor and are willing to pay 1% in management fees.

You start with Essential Portfolios by choosing one of four goals: retirement, wealth-generation, education, or other. You describe the time frame for the goal and fill in some basic data about yourself, such as birth date and current liquid net worth. The risk-tolerance question is simple. You choose a number between one (least risky) and five (most risky). Then you are presented with one of five possible portfolios, as well as a projection target and the odds you can hit it.

You can then adjust the components of your recommended strategy by using slider bars to change monthly contributions or target dates. The projections adjust accordingly, and you can see whether or not the odds will increase. On the chart, you will see a green star for your target account size if Monte Carlo simulations calculate a 70% or higher probability that you will achieve it; otherwise, the target star will be red.

Once you've made the adjustments, you can see more-detailed descriptions of the recommended portfolio, including asset allocations, expected returns, and some limited historical returns. Right now, the only historical return calculated is for the previous quarter, as these portfolios have been tracked since May 2016. Over time, additional historical measures, such as five-year annualized or year-to-date changes, will be added to the display.

The robo experience was built in-house, and each portfolio will contain Vanguard and iShares ETFs, with about 1% to 2% left in cash to cover the account fees. As a prospective client goes through the account setup, there are many opportunities to chat with an agent online or over the phone. The portfolios will be rebalanced twice a year, and possibly more often if there is a major market move that affects the asset allocation.

Essential Portfolios offers a streamlined start-up, with a focus on setting and reaching goals, but we'd like to see more historical performance data made available to customers by the full launch in January.

Email: theresa@twcarey.com

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After Scottrade Deal, TD Ameritrade Readies Robo-Advisory

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It has been a busy week for TD Ameritrade. The online broker announced it is acquiring rival Scottrade for $4 billion. It's also close to launching a new low-cost robo-advisory service, Essential Portfolios, and last week gave Barron's an exclusive sneak peek.

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Merger of TD Ameritrade and Scottrade Faces Challenges

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Merger of TD Ameritrade and Scottrade Faces Challenges

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The scrutiny faced in the merger between these two companies is due to the fact that this deal will combine two of the five largest brokerages. United States regulators want to ensure that there will be adequate competition within the marketplace if these two firms combine forces.

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(Reuters) - TD Ameritrade () has agreed to buy Scottrade for $2.7 billion in a deal that would bring together two of the biggest U.S. discount brokerages, but is expected to face scrutiny from regulators.

It is the latest in a wave of consolidation in an industry which has been grappling with intense competition and weak trading volumes as a result of small investors being drawn towards cheaper investment products that track major indexes.

E*Trade Financial Corp (), another discount broker, said in July that it would buy online brokerage OptionsHouse for $725 million, while Ally Financial Inc () purchased TradeKing Group for about $275 million a month earlier.

In a connected deal, Toronto-Dominion Bank (), TD Ameritrade's biggest shareholder, said on Monday it had agreed to buy Scottrade's banking business for $1.3 billion as it continues to ramp up its expansion in the United States.

TD Ameritrade's acquisition of Scottrade combines two of the United States' "big five brokerages", the others being Charles Schwab, Fidelity Investments and E-Trade, and would leave only four major brokers operating in the marketplace.

"I think that the authorities in the United States are unlikely to let this pass without a pretty close look," said John Briggs, an antitrust attorney with the law firm Axinn, Veltrop & Harkrider. "I think the transaction deserves scrutiny and will get scrutiny."

TD Ameritrade's CEO Tim Hockey said he believed regulators would look at the deal "fairly."

"I still think this is a considerably competitive marketplace, that's for sure. There are lots of opportunities for additional competitors to get into our space and continue to drive price competition," he said.

The deal will produce a combined business with around 10 million client accounts and $1 trillion in assets, which will execute around 600,000 trades per day.

The purchase prices comprises $1.7 billion in cash and $1 billion in new shares. It will net a windfall for Scottrade's co-founder and Chief Executive Rodger Riney, who set the company up in 1980. Riney, who said last year he was being treated for cancer, will join the TD Ameritrade board and also become TD Ameritrade's fourth biggest shareholder.

"The environment has become more challenging than ever and we've faced some of our own internal pressures. As the years have gone by, it has become apparent that scale is more important than ever," Riney said on Monday.

In addition to investors switching from buying individual stocks to holding cheaper index-tracking funds, discount brokerages have also been facing price competition from full-service brokerages and automated investment advisers, known as robo advisers. However, new regulations on giving retirement advice in the United States are expected to benefit discount brokerages because investors may switch to them from the full-service brokerages to avoid fees.

Hockey said TD Ameritrade will look at further deals which "make strategic and financial sense" in addition to Scottrade.

TD Ameritrade, 42-percent owned by Toronto Dominion Bank, said it expected annual cost savings of $450 million as a result of the deal, with another $300 million of potential savings identified in the longer term.

As part of those plans, Hockey said around 25 percent of the combined business's 600 branches will be closed. TD Ameritrade currently has 100 branches while Scottrade has 500. Hockey said in the interview the combined workforce of 10,000 will be reduced by about 20 percent.

TD Bank has been expanding aggressively in the United States, growing both its retail and investment banking divisions as it looks to diversify from its home market. It has already grown to be one of the 10 biggest banks in the United States and has a major retail presence with 1,300 branches.

Shares in TD were up 0.3 percent with TD Ameritrade down 3.3 percent in mid-day trade.

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investment banking and investment services (trbc)

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investment banking and brokerage services (trbc)

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investment management and fund operators (trbc)

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TD Ameritrade faces scrutiny over Scottrade purchase

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(Reuters) - TD Ameritrade () has agreed to buy Scottrade for $2.7 billion in a deal that would bring together two of the biggest U.S. discount brokerages, but is expected to face scrutiny from regulators.

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On October 24, 2016, TD Ameritrade buys out it's rival company for $4 billion.

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Transaction adds scale and solidifies TD Ameritrade's leadership position

12-15% EPS accretion expected in Years 2 and 3 (GAAP basis),3 15-20% on an adjusted basis 4

Enables delivery of broader trading and investing experience to 3.1 million client accounts

Significantly expands service and distribution footprint, further accelerating asset gathering capabilities

Scottrade Founder and CEO Rodger Riney to receive seat on TD Ameritrade Board of Directors

Conference Call with management today at 8:30 a.m. EDT

OMAHA, Neb.--(BUSINESS WIRE)-- TD Ameritrade Holding Corporation (Nasdaq: AMTD) and Scottrade Financial Services, Inc. today announced that they have entered into a definitive agreement for TD Ameritrade to acquire Scottrade in a cash and stock transaction valued at$4 billion. ¹

The transaction combines two highly complementary organizations with long histories of helping millions of people invest in their financial futures. For TD Ameritrade, the transaction adds significant scale to its retail business, extends its leadership in trading, and more than quadruples the size of its branch network.

The company expects to realize approximately $450 million in combined annual expense synergies, and more than$300 million in additional longer-term opportunities. The first 25 percent of the expense synergies are expected to be realized in Year 1 post-close and the remainder realized in Year 2. Furthermore, the transaction is expected to generate double-digit EPS accretion post-conversion.

Terms of the Deal

The transaction, which has been approved by the boards of directors of TD Ameritrade, TD Bank Group (TD) and Scottrade, will take place in two, concurrent steps. First, TD will purchase Scottrade Bank from Scottrade Financial Services, Inc. for $1.3 billion in cash consideration. ² Under the terms of the proposed acquisition, Scottrade Bank will merge with and into TD Bank, N.A., an indirect wholly-owned subsidiary of The Toronto-Dominion Bank. Additionally, TD will purchase $400 million in new common equity (11 million shares) from TD Ameritrade in connection with the proposed transaction, pursuant to its preemptive rights.

Then, immediately following that acquisition, TD Ameritrade will acquire Scottrade Financial Services, Inc., for $4 billion, or $2.7 billion net of the proceeds from the sale of Scottrade Bank.

The $2.7 billion will be comprised of: 3

$1.0 billion in new common equity (28 million shares) issued to Scottrade shareholders;and

$1.7 billion in cash, which includes TD Ameritrade cash ($900 million), a new debt offering ($400 million), and the proceeds from the sale of 11 million shares to TD ($400 million).

Additionally, following the transaction's close, Scottrade Founder and CEO Rodger Riney will be appointed to the TD Ameritrade Board of Directors.

Following this transaction, the company expects to maintain strong free cash flow.

Operational Highlights

For the 12 months ended Sept. 30, 2016, TD Ameritrade and Scottrade, on a pro-forma combined basis, had:

600,000 average client trades per day

$944 billion in total client assets

10 million funded client accounts

$14 billion in margin balances

$149 billion in cash balances

Impact on Growth Strategy

Scottrade has built a strong reputation for outstanding client service. This year clients ranked the brokerage "Highest in Investor Satisfaction with Self-Directed Services" in the J.D. Power 2016 U.S. Self-Directed Investor Satisfaction Study SM. ⁵ With a network of nearly 500 branches employing more than 1,000 investment consultants, the transaction will significantly expand TD Ameritrade's distribution channels and further accelerate its asset gathering capabilities.

Furthermore, with more than 3 million client accounts and $170 billion in assets under management, Scottrade represents a unique opportunity to acquire scale and an audience of retail investors that will benefit from TD Ameritrade's broader service offering, which includes:

Deeper investor education solutions

Sophisticated trading platforms and advanced mobile trading technology

Access to more diverse products, like complex options, futures and foreign exchange

Access to more investment guidance and advice solutions, like goal planning services, "robo" advice, and the company's Amerivest managed portfolios.

"For more than 40 years, TD Ameritrade has been committed to breaking down the barriers that stand between American investors and Wall Street. That means delivering an investing experience grounded in technology and innovation that educates and enables investors with all levels of ability and wealth to work toward their financial goals," said , TD Ameritrade president and chief executive officer. "We've found in Scottrade a partner with an equally-strong passion and a proven track record for delivering exceptional client experiences. This combination will allow us to leverage our strengths and increase our scale, further accelerate our asset gathering capabilities and introduce our award-winning line-up of trading tools, products and education services to millions of new investors."

"Since founding Scottrade in 1980, our mission has been to lower the cost of investing and trading while treating clients fairly and honestly. Over the last 36 years, thanks to the tireless efforts of our talented associates, we have expanded our services and evolved the business while maintaining our commitment to helping people overcome barriers to financial success," said Rodger Riney, Scottrade founder and chief executive officer. "We are confident we have found a great partner in TD Ameritrade, who shares our client-first focus. Joining forces will enable us to offer clients an expanded array of trading tools, enhanced education resources and advanced option capabilities with broader geographic reach. Together, we will be well-positioned to compete in today's rapidly evolving financial services industry."

The transaction is subject to regulatory approval and customary closing conditions. The parties expect it to close by Sept. 30, 2017, with an anticipated clearing conversion to TD Ameritrade systems in 2018.

Barclays Capital Inc. is serving as financial advisor to TD Ameritrade, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to TD Ameritrade. Goldman, Sachs & Co. is serving as financial advisor to Scottrade, and Sullivan & Cromwell is serving as legal advisor to Scottrade.

Conference Call and Webcast

TD Ameritrade will host a conference call and webcast for shareholders, analysts and media this morning, Oct. 24, 2016, at 8:30 a.m. EDT/ 7:30 a.m. CDT to discuss this announcement. The call will feature comments from Mr. Hockey, as well asSteve Boyle, the company's executive vice president and chief financial officer.

Change to Quarterly Earnings Disclosure

In light of this announcement, the company has decided to expedite the release of its financial results for its fourth fiscal quarter and the full 2016 fiscal year. Earnings results will be issued via press release at approximately 6:30 a.m. EDT/ 5:30 a.m. CDT today, Oct. 24, 2016. Both Mr. Hockey and Mr. Boyle will address these results as part of today's presentation.

As is the company's custom, this morning's presentation will be posted to the " Presentations & Events" page of www.amtd.com ahead of the conference call.

The company asks that interested parties visit or subscribe to newsfeeds at www.amtd.com for the most up-to-date corporate financial information, presentation announcements, transcripts and archives. The company also communicates this information via Twitter,@TDAmeritradePR. Web site links, corporate titles and telephone numbers provided in this release may change in the future.

Conference Call Details:

Participants may listen to the conference call by dialing 877-648-7976.

A replay of the phone call will be available by dialing 855-859-2056 and entering the Conference ID 69450485 beginning at 12:00 p.m. EDT (11:00 a.m. CDT) on Oct. 24, 2016. The replay will be available until11:59 p.m. EDT (10:59 p.m. CDT) on Oct. 31, 2016.

A transcript of the call will be available on the Company's corporate web site, www.amtd.com, via the "Investor Relations" page or the "Presentations & Events" page beginning Tuesday, Oct. 25, 2016.

Webcast Details:

* The Company will webcast the conference call through www.amtd.com, via the " Presentations & Events " page of the web site.

* The webcast will open to attendees 15 minutes before the conference call begins, or at approximately 8:15 a.m. EDT ( 7:15 a.m. CDT).

* An archived version of the webcast will be available online beginning at approximately 12:00 p.m. EDT ( 11:00 a.m. CDT) on Oct. 24, 2016.

More information about this transaction is available at http://www.amtd.com/scottrade.

Source: TD Ameritrade Holding Corporation

About TD Ameritrade Holding Corporation

Millions of investors and independent registered investment advisors (RIAs) have turned to TD Ameritrade's (Nasdaq: AMTD) technology, people and education to help make investing and trading easier to understand and do. Online or over the phone. In a branch or with an independent RIA. First-timer or sophisticated trader. Our clients want to take control, and we help them decide how - bringing Wall Street to Main Street for more than 40 years. An official sponsor of the 2016 U.S. Olympic Team and an official sponsor of the National Football League, TD Ameritrade has time and again been recognized as a leader in investment services. Please visit TD Ameritrade's newsroom or www.amtd.com for more information, or read our stories at http://freshaccounts.amtd.com.

Brokerage services provided by TD Ameritrade, Inc., member FINRA ( www.FINRA.org)/ SIPC ( www.SIPC.org)

About Scottrade Financial Services, Inc.

Scottrade Financial Services, Inc. is a privately-held financial services firm with four key lines of business: Scottrade, Inc., a leading brokerage company; Scottrade ® Advisor Services, a division of Scottrade, Inc., which serves registered investment advisors; Scottrade Bank, a provider of online retail banking products and services, commercial lending and commercial equipment financing; and Scottrade Investment Management, providing investment guidance services. Scottrade, Inc. works with more than three million retail clients to provide the trading services and investment solutions they need to overcome barriers to financial success. Scottrade pairs its large nationwide branch network with advanced online products and services to help clients gain insight into the market and react quickly to trading opportunities. Scottrade Financial Services, Inc. is based in St. Louis, Mo. For more information, visit about.scottrade.com or www.scottrade.com.

Brokerage services provided by Scottrade, Inc., member FINRA ( www.FINRA.org)/ SIPC ( www.SIPC.org).

Forward-looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, including statements giving expectations or predictions of future financial or business performance or conditions. We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions.

In particular, any projections or expectations regarding the proposed business combination transaction between TD Ameritrade Holding Corporation ("TD Ameritrade") and Scottrade Financial Services, Inc. ("Scottrade") described herein, our future revenues, expenses, earnings, capital expenditures, effective tax rates, client trading activity, accounts or stock price, as well as the assumptions on which such expectations are based, are forward-looking statements. These statements reflect only our current expectations and are not guarantees of future performance or results. These statements involve risks, uncertainties and assumptions that change over time and could cause actual results or performance to differ materially from those contained in the forward- looking statements and historical performance. In addition to the risks, uncertainties and assumptions previously disclosed in TD Ameritrade's reports and documents filed with the Securities and Exchange Commission ("SEC") and those identified elsewhere in this communication, these risks, uncertainties and assumptions include, but are not limited to: the ability to obtain regulatory approvals and meet other closing conditions to the proposed transaction, including the completion of the merger between Scottrade Bank and TD Bank, N.A., on the expected terms and schedule; delay in closing the transaction; difficulties and delays in integrating the TD Ameritrade and Scottrade businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; TD Ameritrade's and Scottrade's businesses experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; the inability to realize synergies or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of regulatory bodies and legislative and regulatory actions and reforms, general economic and political conditions and other securities industry risks, fluctuations in interest rates, stock market fluctuations and changes in client trading activity, credit risk with clients and counterparties, increased competition, systems failures, delays and capacity constraints, network security risks, liquidity risks, new laws and regulations affecting our businesses, regulatory and legal matters and uncertainties and other risk factors described in our latest Annual Report on Form 10-K, filed with the SEC on Nov. 20, 2015 and our subsequent Quarterly Reports on Form 10-Q filed thereafter and other reports and documents we file with the SEC. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time and speak only as of the date on which the statements were made. We undertake no obligation to update or revise publicly any forward- looking statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

(1) Purchase price for Scottrade Financial Services, Inc. is subject to closing adjustments.

(2) Purchase price for Scottrade Bank is based on Scottrade Bank tangible book value adjusted at closing; Scottrade Bank tangible book value was$1.3 billion as of 9/30/16.

(3) Equity issuance is calculated based on closing share price of $36.12 as of 10/7/16. The issuance to TD Bank Group is made pursuant to its contractual rights under the company's stockholder agreement.

(4) Accretion/(dilution) on an adjusted basis excludes current deal client intangible amortization expense.

(5) Scottrade received the highest numerical score in the J.D. Power 2016 Self-Directed Investor Satisfaction Study, based on 4,242 responses measuring 13 firms and the experiences and perceptions of investors who use self-directed investment firms, surveyed inJanuary 2016. Your experiences may vary. Visit jdpower.com.

View source version on businesswire.com: http://www.businesswire.com/news/home/20161024005562/en/

Source: TD Ameritrade Holding Corporation

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Transaction adds scale and solidifies TD Ameritrade's leadership position 12-15% EPS accretion expected in Years 2 and 3 (GAAP basis), 3 15-20% on an adjusted basis 4 Enables delivery of broader trading and investing experience to 3.1 million client accounts Significantly expands service and distribution footprint, further accelerating asset gathering capabilities Scottrade Founder and CEO Rodger Riney to receive seat on TD Ameritrade Board of Directors Conference Call with management today at 8:30 a.m.