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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TD Ameritrade Holding Corporation | NASDAQ:AMTD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 39.97 | 39.94 | 39.97 | 0 | 01:00:00 |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended September 30, 2016
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission file number: 1-35509
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TD Ameritrade Holding Corporation
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(Exact name of registrant as specified in its charter)
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Delaware
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82-0543156
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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200 South 108
th
Avenue,
Omaha, Nebraska 68154
(Address of principal executive offices) (Zip Code)
(402) 331-7856
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock — $0.01 par value
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The Nasdaq Stock Market LLC
Nasdaq Global Select Market
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Securities registered pursuant to Section 12(g) of the Act:
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(Title of class)
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None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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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
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No
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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
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No
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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
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No
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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.
¨
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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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
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No
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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.
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The number of shares of common stock outstanding as of November 8, 2016 was 526,045,827 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
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Definitive Proxy Statement relating to the registrant's 2017 Annual Meeting of Stockholders to be filed hereafter (incorporated into Part III hereof).
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Page No.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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Focus on brokerage services.
We continue to focus on attracting active traders, long-term investors and RIAs to our brokerage services. This focused strategy is designed to enable us to maintain our low operating cost structure while offering our clients outstanding products and services. We primarily route for execution of client trades on an agency, rather than a principal, basis. We maintain only a small inventory of fixed income securities to meet client requirements.
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Provide a comprehensive long-term investor solution.
We continue to expand our suite of diversified investment products and services to best serve investors' needs. We help clients make investment decisions by providing simple-to-use investment tools, guidance, education and objective third-party research.
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Maintain industry leadership and market share with active traders.
We help active traders make better-informed investment decisions by offering fast access to markets, insight into market trends and innovative tools such as strategy back-testing and comprehensive options research and trading capabilities.
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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.
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Leverage our infrastructure to add incremental revenue.
Through our proprietary technology, we are able to provide a robust online experience for long-term investors and active traders. Our low-cost, scalable systems provide speed, reliability and quality trade execution services for clients. The scalable capacity of our trading system allows us to add a significant number of transactions while incurring minimal additional fixed costs.
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Continue to be a low-cost provider of quality services.
We achieve low operating costs per trade by creating economies of scale, utilizing our proprietary transaction-processing systems, continuing to automate processes and locating much of our operations in low-cost geographical areas. This low fixed-cost infrastructure provides us with significant financial flexibility. In addition, our insured deposit account arrangement with The Toronto-Dominion Bank ("TD") enables our clients to invest in an FDIC-insured deposit product without the need for the Company to establish the significant levels of capital that would be required to maintain our own bank charter.
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Continue to differentiate our offerings through innovative technologies and service enhancements.
We have been an innovator in our industry for over 40 years. We continually strive to provide our clients with the ability to customize their trading experience. We provide our clients greater choice by offering features and functionality to meet their specific needs.
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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.
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Continue to evaluate opportunities for growth through acquisitions.
When evaluating potential acquisitions, we look for transactions that will give us operational leverage, technological leverage, increased market share or other strategic opportunities.
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tdameritrade.com Web Platform
is our core offering for self-directed retail investors. We offer a broad array of tools and services, including alerts, screeners, conditional orders and free fundamental third-party research. The Dock is an ever-present dashboard of streaming content that makes it easy for clients to stay on top of current market activities relevant to their investment positions. Modules such as streaming news, stock
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Trade Architect
®
is a powerful and intuitive web-based platform that helps active investors and traders identify opportunities and stay informed. It includes advanced features such as complex options, Level II equity and option quotes, streaming news from CNBC, free research reports from sources such as S&P Capital IQ, visual position profit/loss analysis and Trade Finder, a tool that simplifies the process of identifying and making option trades based on the client's strategy.
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thinkorswim
®
is a downloadable desktop platform designed for advanced traders, featuring easy-to-use interfaces, elite-level trading and analytical tools, and fast and efficient order routing for complex trading strategies. thinkorswim clients trade a broad range of products including stock and stock options, index options, futures and futures options, foreign exchange and exchange-traded funds ("ETFs").
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TD Ameritrade Mobile
allows on-the-go investors and traders to trade and monitor accounts from web-enabled mobile devices with features such as alerts, research, streaming market commentary and the ability to deposit a check directly from a smartphone or tablet. With a mobile device, a client can snap a picture of a bar code on any item, and if the company is publicly traded, Snapstock
™
can return the company name, ticker symbol and a stock quote along with company-related news and charts. Access is available through the TD Ameritrade Mobile App, the more advanced TD Ameritrade Mobile Trader App or via a mobile browser at the TD Ameritrade Mobile Site.
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TD Ameritrade Institutional
is a leading provider of comprehensive brokerage and custody services to more than 5,000 independent RIAs and their clients. Our advanced technology platform, coupled with personal support from our dedicated service teams, allows RIAs to grow and manage their practices more effectively and efficiently while optimizing time with clients. Additionally, TD Ameritrade Institutional provides a robust offering of products, programs and services. These services are all designed to help advisors build their businesses and do the best possible job they can to help their clients with their financial goals.
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Investools
®
offers a comprehensive suite of investor education products and services for stock, option, foreign exchange, futures, mutual fund and fixed-income investors. Our education subsidiary, Investools, Inc., offers educational products and services primarily built around an investing method that is designed to teach both experienced and beginning investors how to approach the selection process for investment securities and actively manage their investment portfolios. Course offerings are generally combined with web-based tools, personalized instruction techniques and ongoing service and support and are offered in a variety of learning formats. Designed for the advanced student, continuing education programs offer students comprehensive access to education products and services priced either individually or on a bundled basis. Typically included in the continuing education bundles are additional curriculum, online courses, live workshops and coaching services.
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TD Ameritrade's Goal Planning
sessions are a complimentary service where clients meet with an investment consultant and develop an investment plan, based on a variety of factors including personal goals, time to achieve goal, risk tolerance, assets and net worth. Clients learn how likely they are to achieve their goals and how hypothetical changes to their decisions could influence their plan.
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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.
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AdvisorDirect
®
is a national referral service for investors who wish to engage the services of an independent RIA. AdvisorDirect refers interested investors to one or more independent RIAs that are unaffiliated with TD Ameritrade and that offer investment management and/or financial planning services to investors served by TD Ameritrade's branch offices. We strive to have all RIAs participating in AdvisorDirect meet or exceed TD Ameritrade's professional eligibility requirements.
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TD Ameritrade Corporate Services
provides self-directed brokerage services to employees of corporations, either directly in partnership with the employer or through joint marketing relationships with third-party administrators, such as 401(k) providers and employee benefit consultants. Trust and custody services are also offered to a wide range of plan types through our TD Ameritrade Trust Company subsidiary.
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Common and preferred stock.
Clients can purchase common and preferred stocks, American Depository Receipts and closed-end funds traded on any United States exchange or quotation system.
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Exchange-Traded Funds.
ETFs are baskets of securities (stocks or bonds) that typically track recognized indices. They are similar to mutual funds, except that they trade on an exchange like stocks. Our ETF Market Center offers our clients over 100 commission-free ETFs, each of which has been selected by independent experts at Morningstar Associates, LLC. Trades in these ETFs are commission-free, provided the funds are held for 30 days or longer. Our website includes an ETF screener, along with independent research and commentary to assist investors in their decision-making.
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Options.
We offer a full range of option trades, including complex and multi-leg option strategies.
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Futures.
We offer futures trades, as well as options on futures, in a wide variety of commodities, stock indices and currencies.
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Foreign exchange.
We offer access to trading in over 75 different currency pairs.
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Mutual funds.
Clients can compare and select from a portfolio of over 13,000 mutual funds from leading fund families, including a broad range of no-transaction-fee ("NTF") funds. Clients can also easily exchange funds within the same mutual fund family.
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Fixed income.
We offer our clients access to a variety of Treasury, corporate, government agency and municipal bonds, as well as certificates of deposit.
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New and secondary issue securities.
We offer primary and secondary offerings of fixed income securities, closed-end funds, common stock and preferred stock.
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Margin lending.
We extend credit to clients that maintain margin accounts. Portfolio margin, which bases margin requirements on the net exposure of all positions in an account rather than just on individual positions, is also available for accounts with net liquidating values of at least $125,000.
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Cash management services.
Through third-party banking relationships, we offer FDIC-insured deposit accounts and money market mutual funds to our clients as cash sweep alternatives. Through these relationships, we also offer free standard checking, free online bill pay and ATM services with unlimited ATM fee reimbursements at any machine nationwide.
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Annuities.
We offer access to a full range of competitively priced fixed and variable annuities provided by highly-rated insurance carriers.
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Percentage of Net Revenues
Fiscal Year Ended September 30,
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Class of Service
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2016
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2015
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2014
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Commissions and transaction fees
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41.2
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%
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43.1
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%
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43.2
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%
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Insured deposit account fees
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27.8
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%
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25.8
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%
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26.3
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%
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Net interest revenue
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17.9
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%
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19.2
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%
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18.6
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%
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Investment product fees
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11.3
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%
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10.3
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%
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9.9
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%
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Other revenues
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1.8
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%
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1.6
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%
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2.0
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%
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Net revenues
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100.0
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%
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100.0
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%
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100.0
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%
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Ensuring prompt response to client service calls through adequate staffing with properly trained and motivated personnel in our client service departments, a majority of whom hold the Series 7 license;
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Tailoring client service to the particular expectations of the clients of each of our client segments; and
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Expanding our use of technology to provide automated responses to the most typical inquiries generated in the course of clients' securities trading and related activities.
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Websites.
Our websites provide basic information on how to use our services, as well as an in-depth education center that includes a selection 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.
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Branches.
We offer a nationwide network of over 100 retail branches, located primarily in large metropolitan areas.
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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.
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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.
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Maintaining client accounts;
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Extending credit in a margin account to the client;
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Engaging in securities lending and borrowing transactions;
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Settling securities transactions with clearinghouses such as The Depository Trust & Clearing Corporation and The Options Clearing Corporation;
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Settling commissions and transaction fees;
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Preparing client trade confirmations and statements;
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Performing designated cashiering functions, including the delivery and receipt of funds and securities to or from the client;
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Possession, control and safeguarding of funds and securities in client accounts;
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Processing cash sweep transactions to and from insured deposit accounts and money market mutual funds;
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Transmitting tax accounting information to the client and to the applicable tax authority; and
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Forwarding prospectuses, proxy materials and other shareholder information to clients.
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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 the expected financial or strategic goals of the acquisition or have other adverse effects on our business and results of operations;
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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.;
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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;
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our ongoing business may be disrupted and our management's attention may be diverted by acquisition and integration activities;
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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;
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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;
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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;
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we could fail to retain and integrate key Scottrade personnel who are critical to the successful operation and integration of the business;
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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;
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we may have failed to identify or assess the magnitude of liabilities, shortcomings or other circumstances of Scottrade, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes, a loss of anticipated tax benefits or other adverse effects on our business, results of operations or financial condition;
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we may have difficulty incorporating Scottrade's technologies with our existing technologies and product lines while maintaining uniform standards, architecture, controls, procedures and policies;
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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;
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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;
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we expect to issue debt to finance the acquisition, which can be expected to increase our interest expense, leverage and debt service requirements; and
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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.
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difficulties in the integration of acquired operations, services and products;
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failure to achieve expected synergies;
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diversion of management's attention from other business concerns;
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assumption of unknown material liabilities of acquired companies;
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amortization of acquired intangible assets, which could reduce future reported earnings;
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potential loss of clients or key employees of acquired companies; and
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dilution to existing stockholders.
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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;
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the announcement of new products, services, acquisitions, or dispositions by us or our competitors;
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sales of a substantial number of shares of our common stock by TD and J. Joe Ricketts, our founder, certain members of his family and trusts held for their benefit, who have registration rights covering approximately 223 million shares and 59 million shares, respectively, of our common stock; and
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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.
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incur additional indebtedness;
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create liens;
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sell all or substantially all of our assets;
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change the nature of our business;
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merge or consolidate with another entity; and
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conduct transactions with affiliates.
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$500 million of 5.600% Senior Notes with principal due in full on December 1, 2019;
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$750 million of 2.950% Senior Notes with principal due in full on April 1, 2022; and
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$500 million of 3.625% Senior Notes with principal due in full on April 1, 2025.
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the presence of a classified board of directors;
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the ability of the board of directors to issue and determine the terms of preferred stock;
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advance notice requirements for inclusion of stockholder proposals at stockholder meetings; and
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the anti-takeover provisions of Delaware law.
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Common Stock Price
For the Fiscal Year Ended September 30,
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2016
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2015
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High
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Low
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High
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Low
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First Quarter
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$
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37.90
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$
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29.69
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$
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37.08
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$
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28.34
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Second Quarter
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$
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33.93
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$
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24.88
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$
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38.74
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$
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32.07
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Third Quarter
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$
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32.93
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$
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26.47
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$
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39.05
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$
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34.72
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Fourth Quarter
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$
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35.39
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$
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26.37
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$
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38.72
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$
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30.22
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Period Ended
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Index
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9/30/11
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9/30/12
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9/30/13
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9/30/14
|
9/30/15
|
9/30/16
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||||||
TD Ameritrade Holding Corporation
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100.00
|
|
106.01
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189.34
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249.43
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242.11
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273.96
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S&P 500
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100.00
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130.20
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155.39
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186.05
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184.91
|
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213.44
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Peer Group
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100.00
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112.53
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191.71
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268.10
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269.85
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300.66
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Period
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Total
Number of
Shares
Purchased
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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
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
$
|
3,327
|
|
|
$
|
3,247
|
|
|
$
|
3,123
|
|
|
$
|
2,764
|
|
|
$
|
2,641
|
|
Operating income
|
|
1,318
|
|
|
1,325
|
|
|
1,285
|
|
|
1,056
|
|
|
934
|
|
|||||
Net income
|
|
842
|
|
|
813
|
|
|
787
|
|
|
675
|
|
|
586
|
|
|||||
Earnings per share — basic
|
|
$
|
1.59
|
|
|
$
|
1.50
|
|
|
$
|
1.43
|
|
|
$
|
1.23
|
|
|
$
|
1.07
|
|
Earnings per share — diluted
|
|
$
|
1.58
|
|
|
$
|
1.49
|
|
|
$
|
1.42
|
|
|
$
|
1.22
|
|
|
$
|
1.06
|
|
Weighted average shares outstanding — basic
|
|
531
|
|
|
543
|
|
|
550
|
|
|
549
|
|
|
548
|
|
|||||
Weighted average shares outstanding — diluted
|
|
534
|
|
|
547
|
|
|
554
|
|
|
554
|
|
|
554
|
|
|||||
Dividends declared per share
|
|
$
|
0.68
|
|
|
$
|
0.60
|
|
|
$
|
0.98
|
|
|
$
|
0.86
|
|
|
$
|
0.24
|
|
|
|
As of September 30,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
1,855
|
|
|
$
|
1,978
|
|
|
$
|
1,460
|
|
|
$
|
1,062
|
|
|
$
|
915
|
|
Investments available-for-sale, at fair value
|
|
757
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
70
|
|
|||||
Total assets
|
|
28,818
|
|
|
26,375
|
|
|
23,829
|
|
|
21,832
|
|
|
19,509
|
|
|||||
Notes payable and long-term obligations
|
|
1,817
|
|
|
1,800
|
|
|
1,249
|
|
|
1,048
|
|
|
1,346
|
|
|||||
Stockholders' equity
|
|
5,051
|
|
|
4,903
|
|
|
4,748
|
|
|
4,676
|
|
|
4,425
|
|
|
|
Fiscal Year Ended September 30,
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
$
|
|
% of Net
Revenues
|
|
$
|
|
% of Net
Revenues
|
|
$
|
|
% of Net
Revenues
|
|||||||||
Net income
|
|
$
|
842
|
|
|
25.3
|
%
|
|
$
|
813
|
|
|
25.0
|
%
|
|
$
|
787
|
|
|
25.2
|
%
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization
|
|
92
|
|
|
2.8
|
%
|
|
91
|
|
|
2.8
|
%
|
|
95
|
|
|
3.0
|
%
|
|||
Amortization of acquired intangible assets
|
|
86
|
|
|
2.6
|
%
|
|
90
|
|
|
2.8
|
%
|
|
90
|
|
|
2.9
|
%
|
|||
Interest on borrowings
|
|
53
|
|
|
1.6
|
%
|
|
43
|
|
|
1.3
|
%
|
|
25
|
|
|
0.8
|
%
|
|||
Provision for income taxes
|
|
423
|
|
|
12.7
|
%
|
|
475
|
|
|
14.6
|
%
|
|
483
|
|
|
15.5
|
%
|
|||
EBITDA
|
|
$
|
1,496
|
|
|
45.0
|
%
|
|
$
|
1,512
|
|
|
46.6
|
%
|
|
$
|
1,480
|
|
|
47.4
|
%
|
|
|
Fiscal Year
|
|
'16 vs. '15
Increase/ (Decrease) |
|
'15 vs. '14
Increase/ (Decrease) |
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||||
Average insured deposit account balances
|
|
$
|
83,706
|
|
|
$
|
75,737
|
|
|
$
|
72,933
|
|
|
$
|
7,969
|
|
|
$
|
2,804
|
|
Average interest-earning assets
|
|
22,652
|
|
|
20,223
|
|
|
18,541
|
|
|
2,429
|
|
|
1,682
|
|
|||||
Average spread-based balances
|
|
$
|
106,358
|
|
|
$
|
95,960
|
|
|
$
|
91,474
|
|
|
$
|
10,398
|
|
|
$
|
4,486
|
|
Insured deposit account fee revenue
|
|
$
|
926
|
|
|
$
|
839
|
|
|
$
|
820
|
|
|
$
|
87
|
|
|
$
|
19
|
|
Net interest revenue
|
|
595
|
|
|
622
|
|
|
581
|
|
|
(27
|
)
|
|
41
|
|
|||||
Spread-based revenue
|
|
$
|
1,521
|
|
|
$
|
1,461
|
|
|
$
|
1,401
|
|
|
$
|
60
|
|
|
$
|
60
|
|
Average yield — insured deposit account fees
|
|
1.09
|
%
|
|
1.09
|
%
|
|
1.11
|
%
|
|
0.00
|
%
|
|
(0.02
|
)%
|
|||||
Average yield — interest-earning assets
|
|
2.59
|
%
|
|
3.03
|
%
|
|
3.09
|
%
|
|
(0.44
|
)%
|
|
(0.06
|
)%
|
|||||
Net interest margin (NIM)
|
|
1.41
|
%
|
|
1.50
|
%
|
|
1.51
|
%
|
|
(0.09
|
)%
|
|
(0.01
|
)%
|
|
|
Interest Revenue (Expense)
Fiscal Year
|
|
'16 vs. '15
Increase/ (Decrease) |
|
'15 vs. '14
Increase/ (Decrease) |
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||||
Segregated cash
|
|
$
|
15
|
|
|
$
|
5
|
|
|
$
|
7
|
|
|
$
|
10
|
|
|
$
|
(2
|
)
|
Client margin balances
|
|
436
|
|
|
443
|
|
|
405
|
|
|
(7
|
)
|
|
38
|
|
|||||
Securities lending/borrowing, net
|
|
141
|
|
|
174
|
|
|
169
|
|
|
(33
|
)
|
|
5
|
|
|||||
Other cash and interest-earning investments
|
|
5
|
|
|
1
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|||||
Client credit balances
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||||
Net interest revenue
|
|
$
|
595
|
|
|
$
|
622
|
|
|
$
|
581
|
|
|
$
|
(27
|
)
|
|
$
|
41
|
|
|
|
Average Balance
Fiscal Year
|
|
'16 vs. '15
% Change |
|
'15 vs. '14
% Change |
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Segregated cash
|
|
$
|
7,034
|
|
|
$
|
4,683
|
|
|
$
|
5,307
|
|
|
50
|
%
|
|
(12
|
)%
|
Client margin balances
|
|
11,751
|
|
|
12,113
|
|
|
10,493
|
|
|
(3
|
)%
|
|
15
|
%
|
|||
Securities borrowing
|
|
932
|
|
|
924
|
|
|
1,085
|
|
|
1
|
%
|
|
(15
|
)%
|
|||
Other cash and interest-earning investments
|
|
2,935
|
|
|
2,503
|
|
|
1,656
|
|
|
17
|
%
|
|
51
|
%
|
|||
Interest-earning assets
|
|
$
|
22,652
|
|
|
$
|
20,223
|
|
|
$
|
18,541
|
|
|
12
|
%
|
|
9
|
%
|
Client credit balances
|
|
$
|
14,669
|
|
|
$
|
12,440
|
|
|
$
|
11,240
|
|
|
18
|
%
|
|
11
|
%
|
Securities lending
|
|
2,084
|
|
|
2,258
|
|
|
2,513
|
|
|
(8
|
)%
|
|
(10
|
)%
|
|||
Interest-bearing liabilities
|
|
$
|
16,753
|
|
|
$
|
14,698
|
|
|
$
|
13,753
|
|
|
14
|
%
|
|
7
|
%
|
|
|
Fee Revenue
Fiscal Year
|
|
'16 vs. '15
Increase/ (Decrease) |
|
'15 vs. '14
Increase/ (Decrease) |
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||||
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 Balance
Fiscal Year
|
|
'16 vs. '15
% Change |
|
'15 vs. '14
% Change |
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Money market mutual fund
|
|
$
|
5,671
|
|
|
$
|
5,620
|
|
|
$
|
5,306
|
|
|
1
|
%
|
|
6
|
%
|
Market fee-based investment balances
|
|
155,063
|
|
|
150,431
|
|
|
131,360
|
|
|
3
|
%
|
|
15
|
%
|
|||
Total fee-based investment balances
|
|
$
|
160,734
|
|
|
$
|
156,051
|
|
|
$
|
136,666
|
|
|
3
|
%
|
|
14
|
%
|
|
|
Average Yield
Fiscal Year
|
|
'16 vs. '15
Increase/ (Decrease) |
|
'15 vs. '14
Increase/ (Decrease) |
|||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||
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
|
)%
|
|
|
Fiscal Year
|
|
'16 vs. '15
% Change |
|
'15 vs. '14
% Change |
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Total trades (in millions)
|
|
116.66
|
|
|
115.85
|
|
|
106.94
|
|
|
1
|
%
|
|
8
|
%
|
|||
Average client trades per day
|
|
462,918
|
|
|
461,541
|
|
|
426,888
|
|
|
0
|
%
|
|
8
|
%
|
|||
Trading days
|
|
252.0
|
|
|
251.0
|
|
|
250.5
|
|
|
0
|
%
|
|
0
|
%
|
|||
Average commissions and transaction fees
per trade
|
|
$
|
11.76
|
|
|
$
|
12.09
|
|
|
$
|
12.62
|
|
|
(3
|
)%
|
|
(4
|
)%
|
Order routing revenue (in millions)
|
|
$
|
299
|
|
|
$
|
299
|
|
|
$
|
304
|
|
|
0
|
%
|
|
(2
|
)%
|
Average order routing revenue per trade
(1)
|
|
$
|
2.56
|
|
|
$
|
2.58
|
|
|
$
|
2.84
|
|
|
(1
|
)%
|
|
(9
|
)%
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Funded accounts (beginning of year)
|
|
6,621,000
|
|
|
6,301,000
|
|
|
5,993,000
|
|
|||
Funded accounts (end of year)
|
|
6,950,000
|
|
|
6,621,000
|
|
|
6,301,000
|
|
|||
Percentage change during year
|
|
5
|
%
|
|
5
|
%
|
|
5
|
%
|
|||
Client assets (beginning of year, in billions)
|
|
$
|
667.4
|
|
|
$
|
653.1
|
|
|
$
|
555.9
|
|
Client assets (end of year, in billions)
|
|
$
|
773.8
|
|
|
$
|
667.4
|
|
|
$
|
653.1
|
|
Percentage change during year
|
|
16
|
%
|
|
2
|
%
|
|
17
|
%
|
|||
Net new assets (in billions)
|
|
$
|
60.3
|
|
|
$
|
63.0
|
|
|
$
|
53.4
|
|
Net new assets growth rate
|
|
9
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
Fiscal Year
|
|
'16 vs. '15
% Change |
|
'15 vs. '14
% Change |
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Transaction-based revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commissions and transaction fees
|
|
$
|
1,372
|
|
|
$
|
1,401
|
|
|
$
|
1,351
|
|
|
(2
|
)%
|
|
4
|
%
|
Asset-based revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Insured deposit account fees
|
|
926
|
|
|
839
|
|
|
820
|
|
|
10
|
%
|
|
2
|
%
|
|||
Net interest revenue
|
|
595
|
|
|
622
|
|
|
581
|
|
|
(4
|
)%
|
|
7
|
%
|
|||
Investment product fees
|
|
374
|
|
|
334
|
|
|
309
|
|
|
12
|
%
|
|
8
|
%
|
|||
Total asset-based revenues
|
|
1,895
|
|
|
1,795
|
|
|
1,710
|
|
|
6
|
%
|
|
5
|
%
|
|||
Other revenues
|
|
60
|
|
|
51
|
|
|
62
|
|
|
18
|
%
|
|
(18
|
)%
|
|||
Net revenues
|
|
3,327
|
|
|
3,247
|
|
|
3,123
|
|
|
2
|
%
|
|
4
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Employee compensation and benefits
|
|
839
|
|
|
807
|
|
|
760
|
|
|
4
|
%
|
|
6
|
%
|
|||
Clearing and execution costs
|
|
136
|
|
|
148
|
|
|
134
|
|
|
(8
|
)%
|
|
10
|
%
|
|||
Communications
|
|
137
|
|
|
125
|
|
|
116
|
|
|
10
|
%
|
|
8
|
%
|
|||
Occupancy and equipment costs
|
|
171
|
|
|
163
|
|
|
156
|
|
|
5
|
%
|
|
4
|
%
|
|||
Depreciation and amortization
|
|
92
|
|
|
91
|
|
|
95
|
|
|
1
|
%
|
|
(4
|
)%
|
|||
Amortization of acquired intangible assets
|
|
86
|
|
|
90
|
|
|
90
|
|
|
(4
|
)%
|
|
0
|
%
|
|||
Professional services
|
|
178
|
|
|
159
|
|
|
155
|
|
|
12
|
%
|
|
3
|
%
|
|||
Advertising
|
|
260
|
|
|
248
|
|
|
250
|
|
|
5
|
%
|
|
(1
|
)%
|
|||
Other
|
|
110
|
|
|
91
|
|
|
82
|
|
|
21
|
%
|
|
11
|
%
|
|||
Total operating expenses
|
|
2,009
|
|
|
1,922
|
|
|
1,838
|
|
|
5
|
%
|
|
5
|
%
|
|||
Operating income
|
|
1,318
|
|
|
1,325
|
|
|
1,285
|
|
|
(1
|
)%
|
|
3
|
%
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest on borrowings
|
|
53
|
|
|
43
|
|
|
25
|
|
|
23
|
%
|
|
72
|
%
|
|||
Gain on sale of investments
|
|
—
|
|
|
(7
|
)
|
|
(10
|
)
|
|
(100
|
)%
|
|
(30
|
)%
|
|||
Other
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(100
|
)%
|
|
N/A
|
|
|||
Total other expense (income)
|
|
53
|
|
|
37
|
|
|
15
|
|
|
43
|
%
|
|
147
|
%
|
|||
Pre-tax income
|
|
1,265
|
|
|
1,288
|
|
|
1,270
|
|
|
(2
|
)%
|
|
1
|
%
|
|||
Provision for income taxes
|
|
423
|
|
|
475
|
|
|
483
|
|
|
(11
|
)%
|
|
(2
|
)%
|
|||
Net income
|
|
$
|
842
|
|
|
$
|
813
|
|
|
$
|
787
|
|
|
4
|
%
|
|
3
|
%
|
Other information:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Effective income tax rate
|
|
33.4
|
%
|
|
36.9
|
%
|
|
38.0
|
%
|
|
|
|
|
|||||
Average debt outstanding
|
|
$
|
1,748
|
|
|
$
|
1,564
|
|
|
$
|
1,106
|
|
|
12
|
%
|
|
41
|
%
|
Effective interest rate incurred on borrowings
|
|
3.03
|
%
|
|
2.73
|
%
|
|
2.20
|
%
|
|
|
|
|
|
|
Net Capital
|
|
Early Warning
Threshold
|
|
Net Capital in
Excess of
Early Warning
Threshold
|
||||||
TD Ameritrade Clearing, Inc.
|
|
$
|
1,719
|
|
|
$
|
720
|
|
|
$
|
999
|
|
TD Ameritrade, Inc.
|
|
$
|
139
|
|
|
$
|
0.3
|
|
|
$
|
138
|
|
|
|
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
|
|
|||||||
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
|
|
|
(1)
|
See "
Financial Performance Metrics
" earlier in this section for a description of EBITDA.
|
Description
|
|
Date Issued
|
|
Maturity Date
|
|
Aggregate Principal
|
|
Interest Rate
|
2019 Notes
|
|
November 25, 2009
|
|
December 1, 2019
|
|
$500
|
|
5.600%
|
2022 Notes
|
|
March 4, 2015
|
|
April 1, 2022
|
|
$750
|
|
2.950%
|
2025 Notes
|
|
October 17, 2014
|
|
April 1, 2025
|
|
$500
|
|
3.625%
|
Borrower Subsidiary
|
|
Committed Facility
|
|
Uncommitted Facility
(1)
|
|
Termination Date
|
TD Ameritrade Clearing, Inc.
|
|
$700
|
|
$300
|
|
March 1, 2022
|
TD Ameritrade, Inc.
|
|
$50
|
|
$300
|
|
March 1, 2022
|
TD Ameritrade Futures & Forex LLC
|
|
$22.5
|
|
N/A
|
|
August 11, 2021
|
|
(1)
|
The Parent is permitted, but under no obligation, to make loans under uncommitted facilities.
|
|
|
Total
|
|
Payments Due by Period (Fiscal Years):
|
||||||||||||||||
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||||
Contractual Obligations
|
|
2017
|
|
2018-19
|
|
2020-21
|
|
After 2021
|
||||||||||||
Long-term debt obligations
(1)
|
|
$
|
2,024
|
|
|
$
|
49
|
|
|
$
|
96
|
|
|
$
|
571
|
|
|
$
|
1,308
|
|
Operating lease obligations
|
|
342
|
|
|
58
|
|
|
109
|
|
|
71
|
|
|
104
|
|
|||||
Purchase obligations
(2)
|
|
283
|
|
|
239
|
|
|
31
|
|
|
4
|
|
|
9
|
|
|||||
Income taxes payable
(3)
|
|
98
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,747
|
|
|
$
|
444
|
|
|
$
|
236
|
|
|
$
|
646
|
|
|
$
|
1,421
|
|
|
(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 and equipment, software, telecommunications, market information, advertising and marketing, professional services, and employee compensation and benefits.
|
(3)
|
A significant portion of our income taxes payable as of September 30,
2016
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.
|
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
|
$
|
1,855
|
|
|
$
|
1,978
|
|
Cash and investments segregated and on deposit for regulatory purposes
|
|
8,729
|
|
|
6,305
|
|
||
Receivable from brokers, dealers and clearing organizations
|
|
1,190
|
|
|
862
|
|
||
Receivable from clients, net
|
|
11,941
|
|
|
12,770
|
|
||
Receivable from affiliates
|
|
106
|
|
|
93
|
|
||
Other receivables, net
|
|
160
|
|
|
144
|
|
||
Securities owned, at fair value
|
|
331
|
|
|
425
|
|
||
Investments available-for-sale, at fair value
|
|
757
|
|
|
—
|
|
||
Property and equipment at cost, net
|
|
526
|
|
|
521
|
|
||
Goodwill
|
|
2,467
|
|
|
2,467
|
|
||
Acquired intangible assets, net
|
|
575
|
|
|
661
|
|
||
Other assets
|
|
181
|
|
|
149
|
|
||
Total assets
|
|
$
|
28,818
|
|
|
$
|
26,375
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
|
|
|
|
||||
Payable to brokers, dealers and clearing organizations
|
|
$
|
2,040
|
|
|
$
|
2,707
|
|
Payable to clients
|
|
19,055
|
|
|
16,035
|
|
||
Accounts payable and other liabilities
|
|
565
|
|
|
637
|
|
||
Payable to affiliates
|
|
9
|
|
|
6
|
|
||
Long-term debt
|
|
1,817
|
|
|
1,800
|
|
||
Deferred income taxes
|
|
281
|
|
|
287
|
|
||
Total liabilities
|
|
23,767
|
|
|
21,472
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 100 million shares authorized; none issued
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, one billion shares authorized; 631 million shares issued; 2016 — 526 million shares outstanding;
2015 — 537 million shares outstanding
|
|
6
|
|
|
6
|
|
||
Additional paid-in capital
|
|
1,670
|
|
|
1,649
|
|
||
Retained earnings
|
|
5,518
|
|
|
5,038
|
|
||
Treasury stock, common, at cost: 2016 — 105 million shares;
2015 — 94 million shares
|
|
(2,121
|
)
|
|
(1,765
|
)
|
||
Accumulated other comprehensive loss
|
|
(22
|
)
|
|
(25
|
)
|
||
Total stockholders' equity
|
|
5,051
|
|
|
4,903
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
28,818
|
|
|
$
|
26,375
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions, except per share amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Transaction-based revenues:
|
|
|
|
|
|
|
||||||
Commissions and transaction fees
|
|
$
|
1,372
|
|
|
$
|
1,401
|
|
|
$
|
1,351
|
|
Asset-based revenues:
|
|
|
|
|
|
|
||||||
Insured deposit account fees
|
|
926
|
|
|
839
|
|
|
820
|
|
|||
Net interest revenue
|
|
595
|
|
|
622
|
|
|
581
|
|
|||
Investment product fees
|
|
374
|
|
|
334
|
|
|
309
|
|
|||
Total asset-based revenues
|
|
1,895
|
|
|
1,795
|
|
|
1,710
|
|
|||
Other revenues
|
|
60
|
|
|
51
|
|
|
62
|
|
|||
Net revenues
|
|
3,327
|
|
|
3,247
|
|
|
3,123
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Employee compensation and benefits
|
|
839
|
|
|
807
|
|
|
760
|
|
|||
Clearing and execution costs
|
|
136
|
|
|
148
|
|
|
134
|
|
|||
Communications
|
|
137
|
|
|
125
|
|
|
116
|
|
|||
Occupancy and equipment costs
|
|
171
|
|
|
163
|
|
|
156
|
|
|||
Depreciation and amortization
|
|
92
|
|
|
91
|
|
|
95
|
|
|||
Amortization of acquired intangible assets
|
|
86
|
|
|
90
|
|
|
90
|
|
|||
Professional services
|
|
178
|
|
|
159
|
|
|
155
|
|
|||
Advertising
|
|
260
|
|
|
248
|
|
|
250
|
|
|||
Other
|
|
110
|
|
|
91
|
|
|
82
|
|
|||
Total operating expenses
|
|
2,009
|
|
|
1,922
|
|
|
1,838
|
|
|||
Operating income
|
|
1,318
|
|
|
1,325
|
|
|
1,285
|
|
|||
Other expense (income):
|
|
|
|
|
|
|
||||||
Interest on borrowings
|
|
53
|
|
|
43
|
|
|
25
|
|
|||
Gain on sale of investments
|
|
—
|
|
|
(7
|
)
|
|
(10
|
)
|
|||
Other
|
|
—
|
|
|
1
|
|
|
—
|
|
|||
Total other expense (income)
|
|
53
|
|
|
37
|
|
|
15
|
|
|||
Pre-tax income
|
|
1,265
|
|
|
1,288
|
|
|
1,270
|
|
|||
Provision for income taxes
|
|
423
|
|
|
475
|
|
|
483
|
|
|||
Net income
|
|
$
|
842
|
|
|
$
|
813
|
|
|
$
|
787
|
|
Earnings per share — basic
|
|
$
|
1.59
|
|
|
$
|
1.50
|
|
|
$
|
1.43
|
|
Earnings per share — diluted
|
|
$
|
1.58
|
|
|
$
|
1.49
|
|
|
$
|
1.42
|
|
Weighted average shares outstanding — basic
|
|
531
|
|
|
543
|
|
|
550
|
|
|||
Weighted average shares outstanding — diluted
|
|
534
|
|
|
547
|
|
|
554
|
|
|||
Dividends declared per share
|
|
$
|
0.68
|
|
|
$
|
0.60
|
|
|
$
|
0.98
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Net income
|
|
$
|
842
|
|
|
$
|
813
|
|
|
$
|
787
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
||||||
Cash flow hedging instruments:
|
|
|
|
|
|
|
||||||
Net unrealized loss
|
|
—
|
|
|
(15
|
)
|
|
(29
|
)
|
|||
Reclassification adjustment for portion of realized loss amortized to net income
|
|
5
|
|
|
4
|
|
|
—
|
|
|||
Total other comprehensive income (loss), before tax
|
|
5
|
|
|
(11
|
)
|
|
(29
|
)
|
|||
Income tax effect
|
|
(2
|
)
|
|
4
|
|
|
11
|
|
|||
Total other comprehensive income (loss), net of tax
|
|
3
|
|
|
(7
|
)
|
|
(18
|
)
|
|||
Comprehensive income
|
|
$
|
845
|
|
|
$
|
806
|
|
|
$
|
769
|
|
|
|
Total
Common
Shares
Outstanding
|
|
Total
Stockholders' Equity |
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|||||||||||||
|
|
(In millions)
|
|||||||||||||||||||||||||
Balance, September 30, 2013
|
|
550
|
|
|
$
|
4,676
|
|
|
$
|
6
|
|
|
$
|
1,592
|
|
|
$
|
4,304
|
|
|
$
|
(1,226
|
)
|
|
$
|
—
|
|
Net income
|
|
—
|
|
|
787
|
|
|
—
|
|
|
—
|
|
|
787
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||
Payment of cash dividends
|
|
—
|
|
|
(540
|
)
|
|
—
|
|
|
—
|
|
|
(540
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
|
(6
|
)
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
—
|
|
||||||
Repurchases of common stock for income tax withholding on stock-based compensation
|
|
(1
|
)
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
||||||
Common stock issued for stock-based compensation, including tax effects
|
|
2
|
|
|
18
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
24
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, September 30, 2014
|
|
545
|
|
|
4,748
|
|
|
6
|
|
|
1,618
|
|
|
4,551
|
|
|
(1,409
|
)
|
|
(18
|
)
|
||||||
Net income
|
|
—
|
|
|
813
|
|
|
—
|
|
|
—
|
|
|
813
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||
Payment of cash dividends
|
|
—
|
|
|
(326
|
)
|
|
—
|
|
|
—
|
|
|
(326
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
|
(11
|
)
|
|
(364
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|
—
|
|
||||||
Repurchases of common stock for income tax withholding on stock-based compensation
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
||||||
Common stock issued for stock-based compensation, including tax effects
|
|
3
|
|
|
26
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
31
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, September 30, 2015
|
|
537
|
|
|
4,903
|
|
|
6
|
|
|
1,649
|
|
|
5,038
|
|
|
(1,765
|
)
|
|
(25
|
)
|
||||||
Net income
|
|
—
|
|
|
842
|
|
|
—
|
|
|
—
|
|
|
842
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Payment of cash dividends
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
|
(12
|
)
|
|
(352
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
|
—
|
|
||||||
Repurchases of common stock for income tax withholding on stock-based compensation
|
|
(1
|
)
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
||||||
Common stock issued for stock-based compensation, including tax effects
|
|
2
|
|
|
13
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
26
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, September 30, 2016
|
|
526
|
|
|
$
|
5,051
|
|
|
$
|
6
|
|
|
$
|
1,670
|
|
|
$
|
5,518
|
|
|
$
|
(2,121
|
)
|
|
$
|
(22
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
842
|
|
|
$
|
813
|
|
|
$
|
787
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
92
|
|
|
91
|
|
|
95
|
|
|||
Amortization of acquired intangible assets
|
|
86
|
|
|
90
|
|
|
90
|
|
|||
Deferred income taxes
|
|
(8
|
)
|
|
(23
|
)
|
|
(27
|
)
|
|||
Gain on sale of investments
|
|
—
|
|
|
(7
|
)
|
|
(10
|
)
|
|||
Stock-based compensation
|
|
34
|
|
|
36
|
|
|
32
|
|
|||
Excess tax benefits on stock-based compensation
|
|
(16
|
)
|
|
(12
|
)
|
|
(10
|
)
|
|||
Other, net
|
|
16
|
|
|
7
|
|
|
3
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Cash and investments segregated and on deposit for regulatory purposes
|
|
(2,424
|
)
|
|
(1,189
|
)
|
|
778
|
|
|||
Receivable from brokers, dealers and clearing organizations
|
|
(328
|
)
|
|
246
|
|
|
240
|
|
|||
Receivable from clients, net
|
|
829
|
|
|
(1,131
|
)
|
|
(2,655
|
)
|
|||
Receivable from/payable to affiliates, net
|
|
(11
|
)
|
|
6
|
|
|
19
|
|
|||
Other receivables, net
|
|
(16
|
)
|
|
3
|
|
|
(10
|
)
|
|||
Securities owned, at fair value
|
|
94
|
|
|
(92
|
)
|
|
(10
|
)
|
|||
Other assets
|
|
(17
|
)
|
|
45
|
|
|
(39
|
)
|
|||
Payable to brokers, dealers and clearing organizations
|
|
(667
|
)
|
|
286
|
|
|
448
|
|
|||
Payable to clients
|
|
3,020
|
|
|
1,538
|
|
|
1,314
|
|
|||
Accounts payable and other liabilities
|
|
(58
|
)
|
|
39
|
|
|
(20
|
)
|
|||
Net cash provided by operating activities
|
|
1,468
|
|
|
746
|
|
|
1,025
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(105
|
)
|
|
(71
|
)
|
|
(144
|
)
|
|||
Purchase of short-term investments
|
|
(605
|
)
|
|
(506
|
)
|
|
(4
|
)
|
|||
Proceeds from sale and maturity of short-term investments
|
|
604
|
|
|
504
|
|
|
4
|
|
|||
Purchase of investments available-for-sale, at fair value
|
|
(757
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of investments available-for-sale, at fair value
|
|
—
|
|
|
—
|
|
|
13
|
|
|||
Proceeds from sale of investments
|
|
—
|
|
|
10
|
|
|
12
|
|
|||
Other, net
|
|
—
|
|
|
3
|
|
|
2
|
|
|||
Net cash used in investing activities
|
|
(863
|
)
|
|
(60
|
)
|
|
(117
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
1,248
|
|
|
69
|
|
|||
Payment of debt issuance costs
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||
Principal payments on long-term debt
|
|
—
|
|
|
(569
|
)
|
|
—
|
|
|||
Proceeds from notes payable
|
|
—
|
|
|
—
|
|
|
230
|
|
|||
Principal payments on notes payable
|
|
—
|
|
|
(150
|
)
|
|
(80
|
)
|
|||
Payment of cash dividends
|
|
(362
|
)
|
|
(326
|
)
|
|
(540
|
)
|
|||
Proceeds from exercise of stock options
|
|
—
|
|
|
15
|
|
|
8
|
|
|||
Purchase of treasury stock
|
|
(352
|
)
|
|
(364
|
)
|
|
(190
|
)
|
|||
Purchase of treasury stock for income tax withholding on stock-based compensation
|
|
(30
|
)
|
|
(23
|
)
|
|
(17
|
)
|
|||
Excess tax benefits on stock-based compensation
|
|
16
|
|
|
12
|
|
|
10
|
|
|||
Net cash used in financing activities
|
|
(728
|
)
|
|
(168
|
)
|
|
(510
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(123
|
)
|
|
518
|
|
|
398
|
|
|||
Cash and cash equivalents at beginning of year
|
|
1,978
|
|
|
1,460
|
|
|
1,062
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
1,855
|
|
|
$
|
1,978
|
|
|
$
|
1,460
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
54
|
|
|
$
|
30
|
|
|
$
|
30
|
|
Income taxes paid
|
|
$
|
519
|
|
|
$
|
498
|
|
|
$
|
489
|
|
1.
|
Nature of Operations and Summary of Significant Accounting Policies
|
2.
|
Cash and Cash Equivalents
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Broker-dealer subsidiaries
|
|
$
|
1,153
|
|
|
$
|
721
|
|
Corporate
|
|
460
|
|
|
1,069
|
|
||
Futures commission merchant and forex dealer member subsidiary
|
|
125
|
|
|
72
|
|
||
Trust company subsidiary
|
|
85
|
|
|
77
|
|
||
Investment advisory subsidiaries
|
|
32
|
|
|
39
|
|
||
Total
|
|
$
|
1,855
|
|
|
$
|
1,978
|
|
3
.
|
Cash and Investments Segregated and on Deposit for Regulatory Purposes
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
U.S. government debt securities
|
|
$
|
6,523
|
|
|
$
|
3,706
|
|
Reverse repurchase agreements (collateralized by U.S. government debt securities)
|
|
1,288
|
|
|
1,586
|
|
||
Cash in demand deposit accounts
|
|
657
|
|
|
802
|
|
||
Cash on deposit with futures commission merchants
|
|
186
|
|
|
136
|
|
||
U.S. government debt securities on deposit with futures commission merchant
|
|
75
|
|
|
75
|
|
||
Total
|
|
$
|
8,729
|
|
|
$
|
6,305
|
|
4.
|
Receivable from and Payable to Brokers, Dealers and Clearing Organizations
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Receivable:
|
|
|
|
|
||||
Deposits paid for securities borrowed
|
|
$
|
1,051
|
|
|
$
|
664
|
|
Clearing organizations
|
|
116
|
|
|
190
|
|
||
Broker-dealers
|
|
16
|
|
|
2
|
|
||
Securities failed to deliver
|
|
7
|
|
|
6
|
|
||
Total
|
|
$
|
1,190
|
|
|
$
|
862
|
|
Payable:
|
|
|
|
|
||||
Deposits received for securities loaned
|
|
$
|
1,990
|
|
|
$
|
2,653
|
|
Clearing organizations
|
|
27
|
|
|
19
|
|
||
Securities failed to receive
|
|
21
|
|
|
34
|
|
||
Broker-dealers
|
|
2
|
|
|
1
|
|
||
Total
|
|
$
|
2,040
|
|
|
$
|
2,707
|
|
5.
|
Allowance for Doubtful Accounts on Receivables
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
15
|
|
Provision for doubtful accounts, net
|
|
2
|
|
|
6
|
|
|
3
|
|
|||
Write-off of doubtful accounts
|
|
(5
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|||
Ending balance
|
|
$
|
9
|
|
|
$
|
12
|
|
|
$
|
10
|
|
6.
|
Property and Equipment
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Buildings and building components
|
|
$
|
269
|
|
|
$
|
268
|
|
Computer equipment
|
|
240
|
|
|
233
|
|
||
Software
|
|
187
|
|
|
188
|
|
||
Leasehold improvements
|
|
159
|
|
|
161
|
|
||
Land
|
|
44
|
|
|
20
|
|
||
Building construction in process
|
|
12
|
|
|
—
|
|
||
Other property and equipment
|
|
75
|
|
|
76
|
|
||
|
|
986
|
|
|
946
|
|
||
Less: Accumulated depreciation and amortization
|
|
(460
|
)
|
|
(425
|
)
|
||
Property and equipment at cost, net
|
|
$
|
526
|
|
|
$
|
521
|
|
7.
|
Goodwill and Acquired Intangible Assets
|
|
|
September 30,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Client relationships
|
|
$
|
1,228
|
|
|
$
|
(799
|
)
|
|
$
|
429
|
|
|
$
|
1,228
|
|
|
$
|
(722
|
)
|
|
$
|
506
|
|
Technology and content
|
|
99
|
|
|
(99
|
)
|
|
—
|
|
|
99
|
|
|
(90
|
)
|
|
9
|
|
||||||
Trademark license
|
|
146
|
|
|
—
|
|
|
146
|
|
|
146
|
|
|
—
|
|
|
146
|
|
||||||
|
|
$
|
1,473
|
|
|
$
|
(898
|
)
|
|
$
|
575
|
|
|
$
|
1,473
|
|
|
$
|
(812
|
)
|
|
$
|
661
|
|
Fiscal Year
|
|
Estimated
Amortization
Expense
|
||
2017
|
|
$
|
76
|
|
2018
|
|
71
|
|
|
2019
|
|
68
|
|
|
2020
|
|
63
|
|
|
2021
|
|
53
|
|
|
Thereafter (to 2025)
|
|
98
|
|
|
Total
|
|
$
|
429
|
|
8
.
|
Long-term Debt
|
September 30, 2016
|
|
Face
Value
|
|
Unamortized Discounts and Debt Issuance Costs
|
|
Fair Value
Adjustment
(1)
|
|
Net Carrying
Value
|
||||||||
Senior Notes:
|
|
|
|
|
|
|
|
|
||||||||
5.600% Notes due 2019
|
|
$
|
500
|
|
|
$
|
(2
|
)
|
|
$
|
33
|
|
|
$
|
531
|
|
2.950% Notes due 2022
|
|
750
|
|
|
(6
|
)
|
|
—
|
|
|
744
|
|
||||
3.625% Notes due 2025
|
|
500
|
|
|
(4
|
)
|
|
46
|
|
|
542
|
|
||||
Total long-term debt
|
|
$
|
1,750
|
|
|
$
|
(12
|
)
|
|
$
|
79
|
|
|
$
|
1,817
|
|
September 30, 2015
|
|
Face
Value
|
|
Unamortized Discounts and Debt Issuance Costs
|
|
Fair Value
Adjustment
(1)
|
|
Net Carrying
Value
|
||||||||
Senior Notes:
|
|
|
|
|
|
|
|
|
||||||||
5.600% Notes due 2019
|
|
$
|
500
|
|
|
$
|
(2
|
)
|
|
$
|
40
|
|
|
$
|
538
|
|
2.950% Notes due 2022
|
|
750
|
|
|
(7
|
)
|
|
—
|
|
|
743
|
|
||||
3.625% Notes due 2025
|
|
500
|
|
|
(4
|
)
|
|
23
|
|
|
519
|
|
||||
Total long-term debt
|
|
$
|
1,750
|
|
|
$
|
(13
|
)
|
|
$
|
63
|
|
|
$
|
1,800
|
|
|
2017
|
|
$
|
—
|
|
2018
|
|
—
|
|
|
2019
|
|
—
|
|
|
2020
|
|
500
|
|
|
2021
|
|
—
|
|
|
Thereafter
|
|
1,250
|
|
|
Total
|
|
$
|
1,750
|
|
Description
|
|
Date Issued
|
|
Maturity Date
|
|
Aggregate Principal
|
|
Interest Rate
|
2019 Notes
|
|
November 25, 2009
|
|
December 1, 2019
|
|
$500
|
|
5.600%
|
2022 Notes
|
|
March 4, 2015
|
|
April 1, 2022
|
|
$750
|
|
2.950%
|
2025 Notes
|
|
October 17, 2014
|
|
April 1, 2025
|
|
$500
|
|
3.625%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gain (loss) on fair value of interest rate swaps
|
|
$
|
16
|
|
|
$
|
31
|
|
|
$
|
(20
|
)
|
Gain (loss) on fair value of hedged fixed-rate debt
|
|
(16
|
)
|
|
(31
|
)
|
|
20
|
|
|||
Net gain (loss) recorded in interest on borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Amount of Loss Recognized in
Other Comprehensive Income (Loss)
(Effective Portion)
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Forward-starting interest rate swaps
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
(29
|
)
|
|
|
Balance Sheet Location
|
|
September 30,
|
||||||
|
|
|
2016
|
|
2015
|
|||||
Interest rate contracts:
|
|
|
|
|
|
|
||||
Pay-variable interest rate swaps designated as fair value hedges
|
|
Other assets
|
|
$
|
79
|
|
|
$
|
63
|
|
9.
|
Income Taxes
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
435
|
|
|
$
|
470
|
|
|
$
|
457
|
|
State
|
|
(4
|
)
|
|
28
|
|
|
53
|
|
|||
|
|
431
|
|
|
498
|
|
|
510
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
(5
|
)
|
|
(22
|
)
|
|
(28
|
)
|
|||
State
|
|
(3
|
)
|
|
(1
|
)
|
|
1
|
|
|||
|
|
(8
|
)
|
|
(23
|
)
|
|
(27
|
)
|
|||
Provision for income taxes
|
|
$
|
423
|
|
|
$
|
475
|
|
|
$
|
483
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal tax effect
|
|
2.8
|
|
|
3.0
|
|
|
3.1
|
|
Adjustments to estimated state income taxes
|
|
(0.2
|
)
|
|
0.1
|
|
|
0.2
|
|
Federal incentives
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
Interest recorded (reversed) on unrecognized tax benefits, net
|
|
(1.1
|
)
|
|
(0.1
|
)
|
|
0.2
|
|
Reversal of accruals for unrecognized tax benefits
|
|
(1.8
|
)
|
|
(1.1
|
)
|
|
(0.5
|
)
|
Other
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
|
33.4
|
%
|
|
36.9
|
%
|
|
38.0
|
%
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued and other liabilities
|
|
$
|
62
|
|
|
$
|
76
|
|
Stock-based compensation
|
|
36
|
|
|
37
|
|
||
Unrecognized loss on cash flow hedging instruments
|
|
13
|
|
|
15
|
|
||
Intangible assets, state tax benefit
|
|
7
|
|
|
7
|
|
||
Allowance for doubtful accounts
|
|
5
|
|
|
5
|
|
||
Operating loss carryforwards
|
|
3
|
|
|
7
|
|
||
Other deferred tax assets
|
|
—
|
|
|
1
|
|
||
Gross deferred tax assets
|
|
126
|
|
|
148
|
|
||
Less: Valuation allowance
|
|
(2
|
)
|
|
(4
|
)
|
||
Net deferred tax assets
|
|
124
|
|
|
144
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Acquired intangible assets
|
|
(364
|
)
|
|
(387
|
)
|
||
Property and equipment
|
|
(36
|
)
|
|
(39
|
)
|
||
Other deferred tax liabilities
|
|
(5
|
)
|
|
(5
|
)
|
||
Total deferred tax liabilities
|
|
(405
|
)
|
|
(431
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(281
|
)
|
|
$
|
(287
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
|
$
|
154
|
|
|
$
|
165
|
|
|
$
|
137
|
|
Additions based on tax positions related to the current year
|
|
30
|
|
|
16
|
|
|
29
|
|
|||
Additions for tax positions of prior years
|
|
20
|
|
|
5
|
|
|
10
|
|
|||
Reductions for tax positions of prior years
|
|
(33
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|||
Reductions due to settlements with taxing authorities
|
|
(21
|
)
|
|
(21
|
)
|
|
—
|
|
|||
Reductions due to lapsed statute of limitations
|
|
(8
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Ending balance
|
|
$
|
142
|
|
|
$
|
154
|
|
|
$
|
165
|
|
10
.
|
Capital Requirements
|
TD Ameritrade, Inc.
|
||||||||||||
Date
|
|
Net
Capital
|
|
Required
Net Capital (Minimum Dollar Requirement)
|
|
Net Capital
in Excess of Required Net Capital
|
||||||
September 30, 2016
|
|
$
|
139
|
|
|
$
|
0.25
|
|
|
$
|
138
|
|
September 30, 2015
|
|
$
|
228
|
|
|
$
|
0.25
|
|
|
$
|
228
|
|
TD Ameritrade Futures & Forex LLC
|
||||||||||||
Date
|
|
Adjusted Net
Capital
|
|
Required Adjusted Net Capital
(8% of Total Risk Margin or $20 Million Plus 5% of All Foreign Exchange Liabilities Owed to Forex Clients in Excess of
$10 Million)
|
|
Adjusted Net Capital
in Excess of
Required
Adjusted Net Capital
|
||||||
September 30, 2016
|
|
$
|
117
|
|
|
$
|
22
|
|
|
$
|
95
|
|
September 30, 2015
|
|
$
|
90
|
|
|
$
|
12
|
|
|
$
|
78
|
|
11.
|
Stock-based Compensation
|
|
|
Number of
Options
(in thousands)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding at beginning of year
|
|
1,286
|
|
|
$
|
18.71
|
|
|
|
|
|
||
Granted
|
|
503
|
|
|
$
|
27.97
|
|
|
|
|
|
||
Exercised
|
|
(5
|
)
|
|
$
|
15.43
|
|
|
|
|
|
||
Outstanding at end of year
|
|
1,784
|
|
|
$
|
21.33
|
|
|
3.3
|
|
$
|
25
|
|
Exercisable at end of year
|
|
1,281
|
|
|
$
|
18.72
|
|
|
1.0
|
|
$
|
21
|
|
|
|
2016
|
|
Risk-free interest rate
|
|
1.73
|
%
|
Expected dividend yield
|
|
2.4
|
%
|
Expected volatility
|
|
27
|
%
|
Expected option life (years)
|
|
6.5
|
|
|
|
Number of
Units
(in thousands)
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at beginning of year
|
|
4,212
|
|
|
$
|
23.81
|
|
Granted
|
|
1,507
|
|
|
$
|
31.38
|
|
Vested
|
|
(2,043
|
)
|
|
$
|
15.50
|
|
Forfeited
|
|
(170
|
)
|
|
$
|
32.35
|
|
Nonvested at end of year
|
|
3,506
|
|
|
$
|
31.49
|
|
12.
|
Employee Benefit Plans
|
13
.
|
Commitments and Contingencies
|
Fiscal Year
|
|
Minimum
Lease
Payments
|
|
Sublease
Income
|
|
Net Lease
Commitments
|
||||||
2017
|
|
$
|
58
|
|
|
$
|
(2
|
)
|
|
$
|
56
|
|
2018
|
|
56
|
|
|
(1
|
)
|
|
55
|
|
|||
2019
|
|
53
|
|
|
(1
|
)
|
|
52
|
|
|||
2020
|
|
44
|
|
|
—
|
|
|
44
|
|
|||
2021
|
|
27
|
|
|
—
|
|
|
27
|
|
|||
Thereafter (to 2033)
|
|
104
|
|
|
—
|
|
|
104
|
|
|||
Total
|
|
$
|
342
|
|
|
$
|
(4
|
)
|
|
$
|
338
|
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Client margin securities
|
|
$
|
16.5
|
|
|
$
|
17.7
|
|
Stock borrowings
|
|
1.1
|
|
|
0.7
|
|
||
Total collateral available
|
|
$
|
17.6
|
|
|
$
|
18.4
|
|
Collateral loaned
|
|
$
|
2.0
|
|
|
$
|
2.7
|
|
Collateral repledged
|
|
2.7
|
|
|
3.8
|
|
||
Total collateral loaned or repledged
|
|
$
|
4.7
|
|
|
$
|
6.5
|
|
|
|
|
|
September 30,
|
||||||
Assets
|
|
Balance Sheet Classification
|
|
2016
|
|
2015
|
||||
Cash
|
|
Receivable from brokers, dealers and clearing organizations
|
|
$
|
116
|
|
|
$
|
190
|
|
U.S. government debt securities
|
|
Securities owned, at fair value
|
|
220
|
|
|
350
|
|
||
Total
|
|
$
|
336
|
|
|
$
|
540
|
|
14.
|
Fair Value Disclosures
|
•
|
Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. This category includes active exchange-traded funds, money market mutual funds, mutual funds and equity securities.
|
•
|
Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Such inputs include quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active and inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by
|
•
|
Level 3 — Unobservable inputs for the asset or liability, where there is little, if any, observable market activity or data for the asset or liability.
|
|
|
As of September 30, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
1,658
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,658
|
|
Investments segregated for regulatory purposes:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
|
—
|
|
|
6,598
|
|
|
—
|
|
|
6,598
|
|
||||
Securities owned:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
|
—
|
|
|
320
|
|
|
—
|
|
|
320
|
|
||||
Other
|
|
6
|
|
|
5
|
|
|
—
|
|
|
11
|
|
||||
Subtotal - Securities owned
|
|
6
|
|
|
325
|
|
|
—
|
|
|
331
|
|
||||
Investments available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
|
—
|
|
|
757
|
|
|
—
|
|
|
757
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
||||||||
Pay-variable interest rate swaps
(1)
|
|
—
|
|
|
79
|
|
|
—
|
|
|
79
|
|
||||
U.S. government debt securities
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Auction rate securities
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Subtotal - Other assets
|
|
—
|
|
|
83
|
|
|
1
|
|
|
84
|
|
||||
Total assets at fair value
|
|
$
|
1,664
|
|
|
$
|
7,763
|
|
|
$
|
1
|
|
|
$
|
9,428
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable and other liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
(1)
|
See "
Fair Value Hedging
" in Note
8
for details.
|
|
|
As of September 30, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
1,888
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,888
|
|
Investments segregated for regulatory purposes:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government debt securities
|
|
—
|
|
|
3,781
|
|
|
—
|
|
|
3,781
|
|
||||
Securities owned:
|
|
|
|
|
|
|
|
|
||||||||
Money market and other mutual funds
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
U.S. government debt securities
|
|
—
|
|
|
415
|
|
|
—
|
|
|
415
|
|
||||
Other
|
|
3
|
|
|
5
|
|
|
—
|
|
|
8
|
|
||||
Subtotal - Securities owned
|
|
3
|
|
|
420
|
|
|
2
|
|
|
425
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
||||||||
Pay-variable interest rate swaps
(1)
|
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
||||
U.S. government debt securities
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Auction rate securities
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Subtotal - Other assets
|
|
—
|
|
|
67
|
|
|
1
|
|
|
68
|
|
||||
Total assets at fair value
|
|
$
|
1,891
|
|
|
$
|
4,268
|
|
|
$
|
3
|
|
|
$
|
6,162
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable and other liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
(1)
|
See "
Fair Value Hedging
" in Note
8
for details.
|
15
.
|
Offsetting Assets and Liabilities
|
|
|
September 30, 2016
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
in the
Consolidated Balance Sheet
|
|
|
||||||||||||||
|
|
Gross Amounts
of Recognized
Assets and
Liabilities
|
|
Gross Amounts
Offset in the
Consolidated
Balance Sheet
|
|
Net Amounts
Presented in
the Consolidated
Balance Sheet
|
|
Financial
Instruments
(4)
|
|
Collateral
Received or
Pledged
(Including
Cash)
(5)
|
|
Net
Amount
(6)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments segregated for regulatory purposes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reverse repurchase agreements
|
|
$
|
1,288
|
|
|
$
|
—
|
|
|
$
|
1,288
|
|
|
$
|
—
|
|
|
$
|
(1,288
|
)
|
|
$
|
—
|
|
Receivable from brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits paid for securities borrowed
(1)
|
|
1,051
|
|
|
—
|
|
|
1,051
|
|
|
(172
|
)
|
|
(862
|
)
|
|
17
|
|
||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pay-variable interest rate swaps
|
|
79
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
||||||
Total
|
|
$
|
2,418
|
|
|
$
|
—
|
|
|
$
|
2,418
|
|
|
$
|
(172
|
)
|
|
$
|
(2,229
|
)
|
|
$
|
17
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payable to brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits received for securities loaned
(2)(3)
|
|
$
|
1,990
|
|
|
$
|
—
|
|
|
$
|
1,990
|
|
|
$
|
(172
|
)
|
|
$
|
(1,638
|
)
|
|
$
|
180
|
|
|
|
September 30, 2015
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
in the
Consolidated Balance Sheet
|
|
|
||||||||||||||
|
|
Gross Amounts
of Recognized
Assets and
Liabilities
|
|
Gross Amounts
Offset in the
Consolidated
Balance Sheet
|
|
Net Amounts
Presented in
the Consolidated
Balance Sheet
|
|
Financial
Instruments
(4)
|
|
Collateral
Received or
Pledged
(Including
Cash)
(5)
|
|
Net
Amount
(6)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments segregated for regulatory purposes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reverse repurchase agreements
|
|
$
|
1,586
|
|
|
$
|
—
|
|
|
$
|
1,586
|
|
|
$
|
—
|
|
|
$
|
(1,586
|
)
|
|
$
|
—
|
|
Receivable from brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits paid for securities borrowed
(1)
|
|
664
|
|
|
—
|
|
|
664
|
|
|
(70
|
)
|
|
(585
|
)
|
|
9
|
|
||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pay-variable interest rate swaps
|
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
||||||
Total
|
|
$
|
2,313
|
|
|
$
|
—
|
|
|
$
|
2,313
|
|
|
$
|
(70
|
)
|
|
$
|
(2,234
|
)
|
|
$
|
9
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payable to brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits received for securities loaned
(2)(3)
|
|
$
|
2,653
|
|
|
$
|
—
|
|
|
$
|
2,653
|
|
|
$
|
(70
|
)
|
|
$
|
(2,364
|
)
|
|
$
|
219
|
|
|
(1)
|
Included in the gross amounts of deposits paid for securities borrowed is
$590 million
and
$332 million
as of
September 30, 2016
and
2015
, respectively, transacted through a risk-sharing program with the OCC, which guarantees the return of cash to the Company. See "
General Contingencies
" in Note
13
for a discussion of the potential risks associated with securities borrowing transactions and how the Company mitigates those risks.
|
(2)
|
Included in the gross amounts of deposits received for securities loaned is
$1.07 billion
and
$1.16 billion
as of
September 30, 2016
and
2015
, respectively, transacted through a risk-sharing program with the OCC, which guarantees the return of securities to the Company. See "
General Contingencies
" in Note
13
for a discussion of the potential risks associated with securities lending transactions and how the Company mitigates those risks.
|
(3)
|
Substantially all of the Company's securities lending transactions have a continuous contractual term and, upon notice by either party, may be terminated within three business days. The following table summarizes the Company's gross liability for securities lending transactions by the class of securities loaned (dollars in millions):
|
(4)
|
Amounts represent recognized assets and liabilities that are subject to enforceable master agreements with rights of setoff.
|
(5)
|
Represents the fair value of collateral the Company had received or pledged under enforceable master agreements, limited for table presentation purposes to the net amount of the recognized assets due from or liabilities due to each counterparty. At
September 30, 2016
and
2015
, the Company had received total collateral with a fair value of
$2.44 billion
and
$2.35 billion
, respectively, and pledged total collateral with a fair value of
$1.81 billion
and
$2.44 billion
, respectively.
|
(6)
|
Represents the amount for which, in the case of net recognized assets, the Company had not received collateral, and in the case of net recognized liabilities, the Company had not pledged collateral.
|
16.
|
Accumulated Other Comprehensive Loss
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||||||||||||||
Cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net unrealized loss
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
5
|
|
|
$
|
(10
|
)
|
|
$
|
(29
|
)
|
|
$
|
11
|
|
|
$
|
(18
|
)
|
Reclassification adjustment for portion of realized loss amortized to net income
(1)
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
|
4
|
|
|
(1
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other comprehensive income (loss)
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
|
$
|
(11
|
)
|
|
$
|
4
|
|
|
$
|
(7
|
)
|
|
$
|
(29
|
)
|
|
$
|
11
|
|
|
$
|
(18
|
)
|
|
(1)
|
The before tax reclassification amounts and the related tax effects are included in interest on borrowings and provision for income taxes, respectively, on the Consolidated Statements of Income.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flow hedging instruments:
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
(25
|
)
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
Other comprehensive loss before reclassification
|
|
—
|
|
|
(10
|
)
|
|
(18
|
)
|
|||
Amount reclassified from accumulated other comprehensive loss
|
|
3
|
|
|
3
|
|
|
—
|
|
|||
Current period change
|
|
3
|
|
|
(7
|
)
|
|
(18
|
)
|
|||
Ending balance
|
|
$
|
(22
|
)
|
|
$
|
(25
|
)
|
|
$
|
(18
|
)
|
17.
|
Segment and Geographic Area Information
|
18.
|
Accelerated Stock Repurchase Agreements
|
19
.
|
Related Party Transactions
|
Description
|
|
Statement of Income
Classification
|
|
Revenues from TD and Affiliates
|
||||||||||
2016
|
|
2015
|
|
2014
|
||||||||||
Insured Deposit Account Agreement
|
|
Insured deposit account fees
|
|
$
|
926
|
|
|
$
|
839
|
|
|
$
|
820
|
|
Referral and Strategic Alliance Agreement
|
|
Various
|
|
14
|
|
|
13
|
|
|
12
|
|
|||
Mutual Fund Agreements
|
|
Investment product fees
|
|
11
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
Various
|
|
7
|
|
|
6
|
|
|
5
|
|
|||
Total revenues
|
|
$
|
958
|
|
|
$
|
858
|
|
|
$
|
837
|
|
Description
|
|
Statement of Income
Classification
|
|
Expenses to TD and Affiliates
|
||||||||||
2016
|
|
2015
|
|
2014
|
||||||||||
Canadian Call Center Services Agreement
|
|
Various
(1)
|
|
$
|
22
|
|
|
$
|
18
|
|
|
$
|
17
|
|
Other
|
|
Various
|
|
3
|
|
|
4
|
|
|
3
|
|
|||
Total expenses
|
|
$
|
25
|
|
|
$
|
22
|
|
|
$
|
20
|
|
|
(1)
|
On September 30, 2016, the Company notified TD of its intent to not extend or renew the Canadian Call Center Services Agreement. Of the
$22 million
of expenses related to this agreement,
$19 million
is included in professional services and
$3 million
of contract termination costs are included in other expense on the Consolidated Statement of Income for the fiscal year ended September 30, 2016. The Company expects that services with the Canadian Call Center will be completed by September 30, 2017.
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
|
||||
Receivable from affiliates
|
|
$
|
106
|
|
|
$
|
93
|
|
Liabilities:
|
|
|
|
|
||||
Payable to brokers, dealers and clearing organizations
|
|
$
|
72
|
|
|
$
|
70
|
|
Payable to affiliates
|
|
9
|
|
|
6
|
|
20.
|
Condensed Consolidating Financial Information
|
|
|
Parent
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
248
|
|
|
$
|
2
|
|
|
$
|
1,605
|
|
|
$
|
—
|
|
|
$
|
1,855
|
|
Cash and investments segregated and on deposit for regulatory purposes
|
|
—
|
|
|
—
|
|
|
8,729
|
|
|
—
|
|
|
8,729
|
|
|||||
Receivable from brokers, dealers and clearing organizations
|
|
—
|
|
|
—
|
|
|
1,190
|
|
|
—
|
|
|
1,190
|
|
|||||
Receivable from clients, net
|
|
—
|
|
|
—
|
|
|
11,941
|
|
|
—
|
|
|
11,941
|
|
|||||
Receivable from affiliates
|
|
8
|
|
|
—
|
|
|
138
|
|
|
(40
|
)
|
|
106
|
|
|||||
Investments available-for-sale, at fair value
|
|
757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
757
|
|
|||||
Investments in subsidiaries
|
|
5,894
|
|
|
5,779
|
|
|
—
|
|
|
(11,673
|
)
|
|
—
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
2,467
|
|
|
—
|
|
|
2,467
|
|
|||||
Acquired intangible assets, net
|
|
—
|
|
|
146
|
|
|
429
|
|
|
—
|
|
|
575
|
|
|||||
Other, net
|
|
163
|
|
|
21
|
|
|
1,083
|
|
|
(69
|
)
|
|
1,198
|
|
|||||
Total assets
|
|
$
|
7,070
|
|
|
$
|
5,948
|
|
|
$
|
27,582
|
|
|
$
|
(11,782
|
)
|
|
$
|
28,818
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Payable to brokers, dealers and clearing organizations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,040
|
|
|
$
|
—
|
|
|
$
|
2,040
|
|
Payable to clients
|
|
—
|
|
|
—
|
|
|
19,055
|
|
|
—
|
|
|
19,055
|
|
|||||
Accounts payable and other liabilities
|
|
171
|
|
|
—
|
|
|
413
|
|
|
(19
|
)
|
|
565
|
|
|||||
Payable to affiliates
|
|
31
|
|
|
—
|
|
|
18
|
|
|
(40
|
)
|
|
9
|
|
|||||
Long-term debt
|
|
1,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,817
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
54
|
|
|
277
|
|
|
(50
|
)
|
|
281
|
|
|||||
Total liabilities
|
|
2,019
|
|
|
54
|
|
|
21,803
|
|
|
(109
|
)
|
|
23,767
|
|
|||||
Stockholders' equity
|
|
5,051
|
|
|
5,894
|
|
|
5,779
|
|
|
(11,673
|
)
|
|
5,051
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
7,070
|
|
|
$
|
5,948
|
|
|
$
|
27,582
|
|
|
$
|
(11,782
|
)
|
|
$
|
28,818
|
|
|
|
Parent
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
920
|
|
|
$
|
2
|
|
|
$
|
1,056
|
|
|
$
|
—
|
|
|
$
|
1,978
|
|
Cash and investments segregated and on deposit for regulatory purposes
|
|
—
|
|
|
—
|
|
|
6,305
|
|
|
—
|
|
|
6,305
|
|
|||||
Receivable from brokers, dealers and clearing organizations
|
|
—
|
|
|
—
|
|
|
862
|
|
|
—
|
|
|
862
|
|
|||||
Receivable from clients, net
|
|
—
|
|
|
—
|
|
|
12,770
|
|
|
—
|
|
|
12,770
|
|
|||||
Receivable from affiliates
|
|
6
|
|
|
1
|
|
|
92
|
|
|
(6
|
)
|
|
93
|
|
|||||
Investments in subsidiaries
|
|
5,762
|
|
|
5,648
|
|
|
—
|
|
|
(11,410
|
)
|
|
—
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
2,467
|
|
|
—
|
|
|
2,467
|
|
|||||
Acquired intangible assets, net
|
|
—
|
|
|
146
|
|
|
515
|
|
|
—
|
|
|
661
|
|
|||||
Other, net
|
|
145
|
|
|
18
|
|
|
1,138
|
|
|
(62
|
)
|
|
1,239
|
|
|||||
Total assets
|
|
$
|
6,833
|
|
|
$
|
5,815
|
|
|
$
|
25,205
|
|
|
$
|
(11,478
|
)
|
|
$
|
26,375
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Payable to brokers, dealers and clearing organizations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,707
|
|
|
$
|
—
|
|
|
$
|
2,707
|
|
Payable to clients
|
|
—
|
|
|
—
|
|
|
16,035
|
|
|
—
|
|
|
16,035
|
|
|||||
Accounts payable and other liabilities
|
|
130
|
|
|
—
|
|
|
523
|
|
|
(16
|
)
|
|
637
|
|
|||||
Payable to affiliates
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(6
|
)
|
|
6
|
|
|||||
Long-term debt
|
|
1,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,800
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
53
|
|
|
280
|
|
|
(46
|
)
|
|
287
|
|
|||||
Total liabilities
|
|
1,930
|
|
|
53
|
|
|
19,557
|
|
|
(68
|
)
|
|
21,472
|
|
|||||
Stockholders' equity
|
|
4,903
|
|
|
5,762
|
|
|
5,648
|
|
|
(11,410
|
)
|
|
4,903
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
6,833
|
|
|
$
|
5,815
|
|
|
$
|
25,205
|
|
|
$
|
(11,478
|
)
|
|
$
|
26,375
|
|
|
|
Parent
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Net revenues
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
3,325
|
|
|
$
|
(28
|
)
|
|
$
|
3,327
|
|
Operating expenses
|
|
26
|
|
|
—
|
|
|
2,011
|
|
|
(28
|
)
|
|
2,009
|
|
|||||
Operating income
|
|
4
|
|
|
—
|
|
|
1,314
|
|
|
—
|
|
|
1,318
|
|
|||||
Other expense
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|||||
Income (loss) before income taxes and equity in income of subsidiaries
|
|
(49
|
)
|
|
—
|
|
|
1,314
|
|
|
—
|
|
|
1,265
|
|
|||||
Provision for (benefit from) income taxes
|
|
6
|
|
|
(1
|
)
|
|
418
|
|
|
—
|
|
|
423
|
|
|||||
Income (loss) before equity in income of subsidiaries
|
|
(55
|
)
|
|
1
|
|
|
896
|
|
|
—
|
|
|
842
|
|
|||||
Equity in income of subsidiaries
|
|
897
|
|
|
896
|
|
|
—
|
|
|
(1,793
|
)
|
|
—
|
|
|||||
Net income
|
|
$
|
842
|
|
|
$
|
897
|
|
|
$
|
896
|
|
|
$
|
(1,793
|
)
|
|
$
|
842
|
|
|
|
Parent
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Net revenues
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
3,247
|
|
|
$
|
(17
|
)
|
|
$
|
3,247
|
|
Operating expenses
|
|
16
|
|
|
—
|
|
|
1,923
|
|
|
(17
|
)
|
|
1,922
|
|
|||||
Operating income
|
|
1
|
|
|
—
|
|
|
1,324
|
|
|
—
|
|
|
1,325
|
|
|||||
Other expense (income)
|
|
43
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
37
|
|
|||||
Income (loss) before income taxes and equity in income of subsidiaries
|
|
(42
|
)
|
|
—
|
|
|
1,330
|
|
|
—
|
|
|
1,288
|
|
|||||
Provision for (benefit from) income taxes
|
|
(16
|
)
|
|
(1
|
)
|
|
492
|
|
|
—
|
|
|
475
|
|
|||||
Income (loss) before equity in income of subsidiaries
|
|
(26
|
)
|
|
1
|
|
|
838
|
|
|
—
|
|
|
813
|
|
|||||
Equity in income of subsidiaries
|
|
839
|
|
|
838
|
|
|
—
|
|
|
(1,677
|
)
|
|
—
|
|
|||||
Net income
|
|
$
|
813
|
|
|
$
|
839
|
|
|
$
|
838
|
|
|
$
|
(1,677
|
)
|
|
$
|
813
|
|
|
|
Parent
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Net revenues
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
3,123
|
|
|
$
|
(14
|
)
|
|
$
|
3,123
|
|
Operating expenses
|
|
13
|
|
|
—
|
|
|
1,839
|
|
|
(14
|
)
|
|
1,838
|
|
|||||
Operating income
|
|
1
|
|
|
—
|
|
|
1,284
|
|
|
—
|
|
|
1,285
|
|
|||||
Other expense (income)
|
|
24
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
15
|
|
|||||
Income (loss) before income taxes and equity in income of subsidiaries
|
|
(23
|
)
|
|
—
|
|
|
1,293
|
|
|
—
|
|
|
1,270
|
|
|||||
Provision for (benefit from) income taxes
|
|
(14
|
)
|
|
(1
|
)
|
|
498
|
|
|
—
|
|
|
483
|
|
|||||
Income (loss) before equity in income of subsidiaries
|
|
(9
|
)
|
|
1
|
|
|
795
|
|
|
—
|
|
|
787
|
|
|||||
Equity in income of subsidiaries
|
|
796
|
|
|
787
|
|
|
17
|
|
|
(1,600
|
)
|
|
—
|
|
|||||
Net income
|
|
$
|
787
|
|
|
$
|
788
|
|
|
$
|
812
|
|
|
$
|
(1,600
|
)
|
|
$
|
787
|
|
|
|
Parent
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Net cash provided by operating activities
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
1,419
|
|
|
$
|
1,468
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Purchase of property and equipment
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
(105
|
)
|
||||
Proceeds from sale and maturity of short-term investments
|
|
600
|
|
|
3
|
|
|
1
|
|
|
604
|
|
||||
Purchase of short-term investments
|
|
(601
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(605
|
)
|
||||
Purchase of investments available-for-sale, at fair value
|
|
(757
|
)
|
|
—
|
|
|
—
|
|
|
(757
|
)
|
||||
Net cash used in investing activities
|
|
(758
|
)
|
|
—
|
|
|
(105
|
)
|
|
(863
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Payment of cash dividends
|
|
(362
|
)
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
||||
Purchase of treasury stock
|
|
(352
|
)
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
||||
Purchase of treasury stock for income tax withholding on stock-based compensation
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
||||
Other, net
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||
Net cash used in financing activities
|
|
(728
|
)
|
|
—
|
|
|
—
|
|
|
(728
|
)
|
||||
Intercompany investing and financing activities, net
|
|
765
|
|
|
—
|
|
|
(765
|
)
|
|
—
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
(672
|
)
|
|
—
|
|
|
549
|
|
|
(123
|
)
|
||||
Cash and cash equivalents at beginning of year
|
|
920
|
|
|
2
|
|
|
1,056
|
|
|
1,978
|
|
||||
Cash and cash equivalents at end of year
|
|
$
|
248
|
|
|
$
|
2
|
|
|
$
|
1,605
|
|
|
$
|
1,855
|
|
|
|
Parent
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Net cash provided by operating activities
|
|
$
|
27
|
|
|
$
|
1
|
|
|
$
|
718
|
|
|
$
|
746
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Purchase of property and equipment
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
(71
|
)
|
||||
Proceeds from sale and maturity of short-term investments
|
|
500
|
|
|
3
|
|
|
1
|
|
|
504
|
|
||||
Purchase of short-term investments
|
|
(502
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(506
|
)
|
||||
Proceeds from sale of investments
|
|
1
|
|
|
—
|
|
|
9
|
|
|
10
|
|
||||
Other, net
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Net cash used in investing activities
|
|
(1
|
)
|
|
—
|
|
|
(59
|
)
|
|
(60
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt
|
|
1,248
|
|
|
—
|
|
|
—
|
|
|
1,248
|
|
||||
Payment of debt issuance costs
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||
Principal payments on long-term debt
|
|
(569
|
)
|
|
—
|
|
|
—
|
|
|
(569
|
)
|
||||
Principal payments on notes payable
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
||||
Payment of cash dividends
|
|
(326
|
)
|
|
—
|
|
|
—
|
|
|
(326
|
)
|
||||
Purchase of treasury stock
|
|
(364
|
)
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
||||
Purchase of treasury stock for income tax withholding on stock-based compensation
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||
Other, net
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||
Net cash used in financing activities
|
|
(168
|
)
|
|
—
|
|
|
—
|
|
|
(168
|
)
|
||||
Intercompany investing and financing activities, net
|
|
945
|
|
|
(1
|
)
|
|
(944
|
)
|
|
—
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
803
|
|
|
—
|
|
|
(285
|
)
|
|
518
|
|
||||
Cash and cash equivalents at beginning of year
|
|
117
|
|
|
2
|
|
|
1,341
|
|
|
1,460
|
|
||||
Cash and cash equivalents at end of year
|
|
$
|
920
|
|
|
$
|
2
|
|
|
$
|
1,056
|
|
|
$
|
1,978
|
|
|
|
Parent
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(81
|
)
|
|
$
|
1
|
|
|
$
|
1,105
|
|
|
$
|
1,025
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Purchase of property and equipment
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
(144
|
)
|
||||
Proceeds from sale and maturity of short-term investments
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
Purchase of short-term investments
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||
Proceeds from sale of investments available-for-sale, at fair value
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Proceeds from sale of investments
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||
Other, net
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Net cash provided by (used in) investing activities
|
|
13
|
|
|
—
|
|
|
(130
|
)
|
|
(117
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt
|
|
69
|
|
|
—
|
|
|
—
|
|
|
69
|
|
||||
Proceeds from notes payable
|
|
230
|
|
|
—
|
|
|
—
|
|
|
230
|
|
||||
Principal payments on notes payable
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
||||
Payment of cash dividends
|
|
(540
|
)
|
|
—
|
|
|
—
|
|
|
(540
|
)
|
||||
Purchase of treasury stock
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
||||
Purchase of treasury stock for income tax withholding on stock-based compensation
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||
Other, net
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||
Net cash used in financing activities
|
|
(510
|
)
|
|
—
|
|
|
—
|
|
|
(510
|
)
|
||||
Intercompany investing and financing activities, net
|
|
496
|
|
|
(6
|
)
|
|
(490
|
)
|
|
—
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
(82
|
)
|
|
(5
|
)
|
|
485
|
|
|
398
|
|
||||
Cash and cash equivalents at beginning of year
|
|
199
|
|
|
7
|
|
|
856
|
|
|
1,062
|
|
||||
Cash and cash equivalents at end of year
|
|
$
|
117
|
|
|
$
|
2
|
|
|
$
|
1,341
|
|
|
$
|
1,460
|
|
21.
|
Quarterly Data (Unaudited)
|
|
|
For the Fiscal Year Ended September 30, 2016
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Net revenues
|
|
$
|
812
|
|
|
$
|
846
|
|
|
$
|
838
|
|
|
$
|
829
|
|
Operating income
|
|
$
|
343
|
|
|
$
|
343
|
|
|
$
|
348
|
|
|
$
|
283
|
|
Net income
|
|
$
|
212
|
|
|
$
|
205
|
|
|
$
|
240
|
|
|
$
|
185
|
|
Basic earnings per share
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
0.45
|
|
|
$
|
0.35
|
|
Diluted earnings per share
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
0.45
|
|
|
$
|
0.35
|
|
|
|
For the Fiscal Year Ended September 30, 2015
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter |
||||||||
Net revenues
|
|
$
|
819
|
|
|
$
|
803
|
|
|
$
|
794
|
|
|
$
|
831
|
|
Operating income
|
|
$
|
344
|
|
|
$
|
296
|
|
|
$
|
325
|
|
|
$
|
360
|
|
Net income
|
|
$
|
211
|
|
|
$
|
189
|
|
|
$
|
197
|
|
|
$
|
216
|
|
Basic earnings per share
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
Diluted earnings per share
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
22
.
|
Subsequent Event
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available
for future
issuance under equity
compensation plans
(excluding
securities reflected
in column (a))
|
|
||||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
|
5,417,704
|
|
(1)
|
$
|
21.33
|
|
(2)
|
7,550,961
|
|
(3)
|
|
(1)
|
Consists of 1,784,316 stock options, 3,506,386 restricted stock units and 127,002 deferred stock units outstanding under the Company's stock incentive plans.
|
(2)
|
The weighted average exercise price does not take into account awards that have no exercise price, such as restricted stock units and deferred stock units.
|
(3)
|
The TD Ameritrade Holding Corporation Long-Term Incentive Plan (the "LTIP") and the 2006 Directors Incentive Plan (the "Directors Plan") authorize the issuance of shares of common stock as well as options. As of September 30,
2016
, there were 6,672,853 shares and 878,108 shares remaining available for issuance pursuant to the LTIP and the Directors Plan, respectively.
|
|
|
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
Plan Category
|
|
(a)
|
|
(b)
|
Equity compensation plans approved by security holders
|
|
21,300
|
|
$40.33
|
(a)
|
Documents filed as part of this Report
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
(b)
|
Exhibits
|
Exhibit No.
|
|
Description
|
2.1^
|
|
Agreement and Plan of Merger, dated as of October 24, 2016, by and among Scottrade Financial Services, Inc., Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012, TD Ameritrade Holding Corporation and Alto Acquisition Corp. (incorporated by reference to Exhibit 2.1 of the Company's Form 8-K filed on October 28, 2016)
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of TD Ameritrade Holding Corporation, dated January 24, 2006 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed on January 27, 2006)
|
|
|
|
3.2
|
|
Amended and Restated By-Laws of TD Ameritrade Holding Corporation, effective February 12, 2014 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed on February 19, 2014)
|
|
|
|
4.1
|
|
Form of Certificate for Common Stock (incorporated by reference to Exhibit 4.1 of the Company's Form 8-A filed on September 5, 2002)
|
|
|
|
Exhibit No.
|
|
Description
|
4.2
|
|
First Supplemental Indenture, dated November 25, 2009, among TD Ameritrade Holding Corporation, TD Ameritrade Online Holdings Corp., as guarantor, and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed on November 25, 2009)
|
|
|
|
4.3
|
|
Form of 5.600% Senior Note due 2019 (included in Exhibit 4.2)
|
|
|
|
4.4
|
|
Indenture, dated October 22, 2014, between TD Ameritrade Holding Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed on October 23, 2014)
|
|
|
|
4.5
|
|
Form of 3.625% Senior Note due 2025 (included in Exhibit 4.4)
|
|
|
|
4.6
|
|
Supplemental Indenture, dated October 22, 2014, between TD Ameritrade Holding Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed on October 23, 2014)
|
|
|
|
4.7
|
|
Second Supplemental Indenture, dated March 9, 2015 between TD Ameritrade Holding Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company's Form 8-K filed on March 9, 2015)
|
|
|
|
4.8
|
|
Form of 2.950% Senior Note due 2022 (included in Exhibit 4.7)
|
|
|
|
10.1*
|
|
Form of Indemnification Agreement between TD Ameritrade Holding Corporation and members of the Company's board of directors (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on November 26, 2014)
|
|
|
|
10.2*
|
|
Chairman of the Board of Directors Term Sheet, effective as of June 1, 2011, between Joseph H. Moglia and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K filed on November 18, 2011)
|
|
|
|
10.3*
|
|
Employment Agreement, effective as of October 1, 2013, between Fredric J. Tomczyk and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on August 1, 2013)
|
|
|
|
10.4*
|
|
Separation and Release of Claims Agreement, dated September 22, 2016, between Fredric J. Tomczyk and TD Ameritrade Holding Corporation
|
|
|
|
10.5*
|
|
Non-Qualified Stock Option Agreement, dated May 15, 2008, between Fredric J. Tomczyk and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.3 of the Company's quarterly report on Form 10-Q filed on August 8, 2008)
|
|
|
|
10.6*
|
|
Form of Restricted Stock Unit Agreement for Fredric J. Tomczyk (incorporated by reference to Exhibit 10.5 of the Company's quarterly report on Form 10-Q filed on February 6, 2013)
|
|
|
|
10.7*
|
|
Employment Agreement, effective as of January 2, 2016, between Tim Hockey and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.1 of the Company's quarterly report on Form 10-Q filed on February 4, 2016)
|
|
|
|
10.8*
|
|
Restricted Stock Unit Agreement, dated January 21, 2016, between Tim Hockey and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.2 of the Company's quarterly report on Form 10-Q filed on February 4, 2016)
|
|
|
|
10.9*
|
|
Non-Qualified Stock Option Agreement, dated January 21, 2016, between Tim Hockey and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.3 of the Company's quarterly report on Form 10-Q filed on February 4, 2016)
|
|
|
|
10.10*
|
|
Employment Agreement, as amended and restated, effective as of October 13, 2008, between Ellen L.S. Koplow and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.9 of the Company's Form 10-K filed on November 26, 2008)
|
|
|
|
10.11*
|
|
Amendment to Employment Agreement, executed on December 20, 2012, between Ellen L.S. Koplow and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.4 of the Company's quarterly report on Form 10-Q filed on February 6, 2013)
|
|
|
|
Exhibit No.
|
|
Description
|
10.12*
|
|
Amendment to Employment Agreement, executed on August 30, 2013, between Ellen L.S. Koplow and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.10 of the Company's Annual Report on Form 10-K filed on November 22, 2013)
|
|
|
|
10.13*
|
|
Executive Employment Term Sheet, effective as of April 11, 2011, between Marvin W. Adams and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.4 of the Company's quarterly report on Form 10-Q filed on May 6, 2011)
|
|
|
|
10.14*
|
|
Amendment to Executive Employment Term Sheet, executed on December 19, 2012, between Marvin W. Adams and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.3 of the Company's quarterly report on Form 10-Q filed on February 6, 2013)
|
|
|
|
10.15*
|
|
Separation Agreement and Release of Claims, dated August 1, 2016, between Marvin W. Adams and TD Ameritrade Holding Corporation
|
|
|
|
10.16*
|
|
Form of Restricted Stock Unit Agreement for Marvin W. Adams (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on November 20, 2012)
|
|
|
|
10.17*
|
|
Consulting and Release of Claims Agreement, dated January 15, 2015, between William J. Gerber and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.2 of the Company's quarterly report on Form 10-Q filed on February 5, 2015)
|
|
|
|
10.18*
|
|
Executive Employment Term Sheet, effective as of July 1, 2015, between Stephen J. Boyle and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.1 of the Company's quarterly report on Form 10-Q filed on May 7, 2015)
|
|
|
|
10.19*
|
|
Form of Restricted Stock Unit Agreement for Stephen J. Boyle (incorporated by reference to Exhibit 10.1 of the Company's quarterly report on Form 10-Q filed on August 7, 2015)
|
|
|
|
10.20*
|
|
Restricted Stock Unit Agreement, dated November 25, 2015, between J. Thomas Bradley, Jr. and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.4 of the Company's quarterly report on Form 10-Q filed on February 4, 2016)
|
|
|
|
10.21*
|
|
TD Ameritrade Holding Corporation Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on February 24, 2016)
|
|
|
|
10.22*
|
|
Form of 1996 Long Term Incentive Plan Non-Qualified Stock Option Agreement for Executives (incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K filed on December 9, 2004)
|
|
|
|
10.23*
|
|
Form of Restricted Stock Unit Agreement for Employees (incorporated by reference to Exhibit 10.2 of the Company's quarterly report on Form 10-Q filed on August 5, 2016)
|
|
|
|
10.24*
|
|
TD Ameritrade Holding Corporation 2006 Directors Incentive Plan, effective as of November 15, 2006 (incorporated by reference to Appendix A of the Company's Proxy Statement filed on January 24, 2007)
|
|
|
|
10.25*
|
|
Form of Restricted Stock Unit Agreement for Non-employee Directors (incorporated by reference to Exhibit 10.3 of the Company's quarterly report on Form 10-Q filed on August 5, 2016)
|
|
|
|
10.26*
|
|
Amended and Restated Ameritrade Holding Corporation Executive Deferred Compensation Program effective December 28, 2005 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on December 30, 2005)
|
|
|
|
10.27*
|
|
TD Ameritrade Holding Corporation Management Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed on February 24, 2016)
|
|
|
|
10.28
|
|
Stockholders Agreement among Ameritrade Holding Corporation, The Toronto-Dominion Bank, J. Joe Ricketts and certain of his affiliates dated as of June 22, 2005 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on June 28, 2005)
|
|
|
|
Exhibit No.
|
|
Description
|
10.29
|
|
Amendment No. 1 to Stockholders Agreement among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank and certain other stockholders of TD Ameritrade, dated February 22, 2006 (incorporated by reference to Exhibit 10.4 of the Company's quarterly report on Form 10-Q filed on May 8, 2006)
|
|
|
|
10.30
|
|
Amendment No. 2 and Waiver to Stockholders Agreement among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank and certain other stockholders of TD Ameritrade, dated August 3, 2009 (incorporated by reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K filed on November 13, 2009)
|
|
|
|
10.31
|
|
Amendment No. 3 to Stockholders Agreement among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank and certain other stockholders of TD Ameritrade, dated August 6, 2010 (incorporated by reference to Exhibit 10.35 of the Company's Annual Report on Form 10-K filed on November 19, 2010)
|
|
|
|
10.32
|
|
Amendment No. 4 to Stockholders Agreement among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank and certain other stockholders of TD Ameritrade, dated October 31, 2011 (incorporated by reference to Exhibit 10.1 of the Company's quarterly report on Form 10-Q filed on February 7, 2012)
|
|
|
|
10.33
|
|
Amendment No. 5 to Stockholders Agreement among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank and certain other stockholders of TD Ameritrade, dated December 4, 2013 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on December 5, 2013)
|
|
|
|
10.34
†
|
|
Insured Deposit Account Agreement, effective as of January 1, 2013, among TD Bank USA, N.A., TD Bank, N.A., The Toronto-Dominion Bank, TD Ameritrade, Inc., TD Ameritrade Clearing, Inc. and TD Ameritrade Trust Company (incorporated by reference to Exhibit 10.1 of the Company's quarterly report on Form 10-Q filed on February 6, 2013)
|
|
|
|
10.35
|
|
Amendment No. 1, dated as of October 24, 2016, to the Insured Deposit Account Agreement by and among TD Bank USA, N.A., TD Bank, N.A., TD Ameritrade, Inc., TD Ameritrade Clearing, Inc., TD Ameritrade Trust Company and solely for purposes of Sections 7(b), 14 and 15(c), The Toronto-Dominion Bank, effective as of January 1, 2013 (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed on October 28, 2016)
|
|
|
|
10.36
|
|
Amended and Restated Registration Rights Agreement by and among Ameritrade Holding Corporation, The Toronto-Dominion Bank, J. Joe Ricketts and certain of his affiliates, entities affiliated with Silver Lake Partners, and entities affiliated with TA Associates, dated as of June 22, 2005 (incorporated by reference to Exhibit 99.1 of the Company's Form 8-K filed on September 12, 2005)
|
|
|
|
10.37
|
|
Trademark License Agreement among The Toronto-Dominion Bank and Ameritrade Holding Corporation, dated as of June 22, 2005 (incorporated by reference to Exhibit 99.3 of the Company's Form 8-K filed on September 12, 2005)
|
|
|
|
10.38
|
|
Letter Agreement, dated as of October 24, 2016, by and among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank and TD Luxembourg International Holdings S.à.r.l. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on October 28, 2016)
|
|
|
|
10.39
|
|
Subscription Agreement, dated as of October 24, 2016, by and among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank and TD Luxembourg International Holdings S.à.r.l. (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed on October 28, 2016)
|
|
|
|
10.40
|
|
Credit Agreement, dated June 11, 2014, among TD Ameritrade Holding Corporation, TD Ameritrade Online Holdings Corp., as guarantor, the lenders party thereto, Bank of America, N.A., as syndication agent, Barclays Bank PLC, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on June 17, 2014)
|
|
|
|
10.41
|
|
Credit Agreement, dated June 11, 2014, among TD Ameritrade Clearing, Inc., the lenders party thereto, Bank of America, N.A., as syndication agent, Barclays Bank PLC, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed on June 17, 2014)
|
Exhibit No.
|
|
Description
|
|
|
|
10.42
|
|
Construction agreement between TD Ameritrade Services Company, Inc. and AP Gulf States Inc., effective May 10, 2016 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on May 16, 2016)
|
|
|
|
12
|
|
Statement Re: Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
14
|
|
Code of Ethics (incorporated by reference to Exhibit 14 of the Company's quarterly report on Form 10-Q filed February 4, 2011)
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
|
|
31.1
|
|
Certification of Tim Hockey, Principal Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification of Stephen J. Boyle, Principal Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
99.1
|
|
Form of Registration Rights Agreement, by and among TD Ameritrade Holding Corporation, Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012, The Toronto-Dominion Bank and the other stockholders described therein (incorporated by reference to Exhibit 99.1 of the Company's Form 8-K filed on October 28, 2016)
|
|
|
|
99.2
|
|
Form of Stockholders Agreement by and among TD Ameritrade Holding Corporation and Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012 (incorporated by reference to Exhibit 99.2 of the Company's Form 8-K filed on October 28, 2016)
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition
|
|
^
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.
|
|
|
*
|
Management contracts and compensatory plans and arrangements required to be filed as exhibits under Item 15(b) of this report.
|
|
|
†
|
Confidential treatment has been granted with respect to the omitted portions of this Exhibit, which portions have been filed separately with the Securities and Exchange Commission.
|
TD AMERITRADE HOLDING CORPORATION
|
||
|
|
|
By:
|
|
/s/ TIM HOCKEY
|
|
|
Tim Hockey
|
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
By:
|
|
/s/ STEPHEN J. BOYLE
|
|
|
Stephen J. Boyle
|
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
/s/ JOSEPH H. MOGLIA
|
|
/s/ IRENE R. MILLER
|
Joseph H. Moglia
Chairman of the Board
|
|
Irene R. Miller
Director
|
|
|
|
/s/ BHARAT B. MASRANI
|
|
/s/ MARK L. MITCHELL
|
Bharat B. Masrani
Vice Chairman of the Board
|
|
Mark L. Mitchell
Director
|
|
|
|
/s/ LORENZO A. BETTINO
|
|
/s/ WILBUR J. PREZZANO
|
Lorenzo A. Bettino
Director
|
|
Wilbur J. Prezzano
Director
|
|
|
|
/s/ V. ANN HAILEY
|
|
/s/ TODD M. RICKETTS
|
V. Ann Hailey
Director
|
|
Todd M. Ricketts
Director
|
|
|
|
/s/ BRIAN M. LEVITT
|
|
/s/ ALLAN R. TESSLER
|
Brian M. Levitt
Director
|
|
Allan R. Tessler
Director
|
|
|
|
/s/ KAREN E. MAIDMENT
|
|
|
Karen E. Maidment
Director
|
|
|
1 Year TD Ameritrade Chart |
1 Month TD Ameritrade Chart |
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