TD AMERITRADE, Inc., member FINRA/SIPC, is a subsidiary of TD AMERITRADE Holding Corporation. TD AMERITRADE is a trademark jointly owned by TD

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1 TD AMERITRADE, Inc., member FINRA/SIPC, is a subsidiary of TD AMERITRADE Holding Corporation. TD AMERITRADE is a trademark jointly owned by TD AMERITRADE IP Company, Inc. and The Toronto-Dominion Bank TD AMERITRADE IP Company, Inc. All rights reserved. Used with permission. 1

2 SAFE HARBOR This document contains forward-looking statements within the meaning of the federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws. In particular, any projections regarding our future revenues, expenses, earnings, capital expenditures, effective tax rates, client trading activity, benefits of the proposed acquisition of thinkorswim, accounts or stock price, as well as the assumptions on which such expectations are based, are forward-looking statements. These statements reflect only our current expectations and are not guarantees of future performance or results. These statements involve risks, uncertainties and assumptions that could cause actual results or performance to differ materially from those contained in the forward-looking statements. These risks, uncertainties and assumptions include general economic and political conditions, interest rates, market fluctuations and changes in client trading activity, increased competition, systems failures and capacity constraints, ability to service debt obligations, ability to obtain regulatory and shareholder approval for the proposed acquisition of thinkorswim and thereafter realize the expected benefits from the thinkorswim acquisition, regulatory and legal matters and uncertainties and other risk factors described in our latest Annual Report on Form 10-K, filed with the SEC on Nov. 26, 2008, and our latest Quarterly Report on form 10-Q filed thereafter. These forward-looking statements speak only as of the date on which the statements were made. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. This material shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed acquisition of thinkorswim Group Inc., TD AMERITRADE has filed with the Securities and Exchange Commission (the SEC ) a Registration Statement on Form S-4 containing a Proxy Statement/Prospectus of thinkorswim Group Inc. TD AMERITRADE and thinkorswim each plan to file with the SEC other documents regarding the proposed transaction. The definitive Proxy Statement/Prospectus will be mailed to shareholders of thinkorswim. INVESTORS AND SECURITY HOLDERS OF THINKORSWIM ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by TD AMERITRADE and thinkorswim through the Web site maintained by the SEC at In addition, investors and security holders may obtain free copies of the Registration Statement and the Proxy Statement/Prospectus from TD AMERITRADE by contacting TD AMERITRADE Investor Relations at under the Investor Relations heading, or by mail at TD AMERITRADE Investor Relations, 4211 S. 102 Street, Omaha, NE 68124, or by telephone at (800) or from thinkorswim by contacting thinkorswim Investor Relations at under the Investor Relations heading, or by mail at thinkorswim Group Inc., Investor Relations, Minuteman Drive, Draper, UT 84020, or by telephone at (612) PARTICIPANTS IN THE THINKORSWIM ACQUISITION TD AMERITRADE and thinkorswim, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction is included in the Proxy Statement/Prospectus described above. Additional information regarding TD AMERITRADE s directors and executive officers is contained in TD AMERITRADE s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on January 6, Additional information regarding thinkorswim s directors and executive officers is contained in thinkorswim s proxy statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on or about April 29, These documents are available free of charge at the SEC s Web site at and from TD AMERITRADE by contacting TD AMERITRADE Investor Relations at under the Investor Relations heading, or by mail at TD AMERITRADE Investor Relations, 4211 S. 102 Street, Omaha, NE 68124, or by telephone at (800) or from thinkorswim by contacting thinkorswim Investor Relations at under the Investor Relations heading, or by mail at thinkorswim Group Inc., Investor Relations, Minuteman Drive, Draper, UT 84020, or by telephone at (612)

3 OUR MISSION The investment firm of choice for the typical American family and One of the best-run companies 3

4 PRIMARY STRATEGIC OBJECTIVES FOCUS GOAL APPROACH RETAIL INVESTORS Assets Become a premier asset gatherer Organic + Trading Maintain leadership position Acquisition 4

5 BUSINESS MODEL CLIENT NEEDS Trading Investing Advice MULTI-CHANNEL DELIVERY Web Phone Branch RIAs PRODUCTS Tools and Information - Education - Planning Services - Packaged Products - Cash Management 5

6 BECOME A PREMIER ASSET GATHERER Net New Assets (1) 84% $12.4B $22.8B $30B $20B Build on Achievements Dislocation Opportunity Enhanced Service/ Sales Activities Cash Management Advice-Embedded Products 5%* 8%* 7-11%* FY 07 FY 08 FY 09 (2) (1) Net new assets (NNA) consists of total client asset inflows, less total client asset outflows, excluding activity from business combinations. Client asset inflows include interest and dividend payments and exclude changes in client assets due to market fluctuations. Net new assets are measured based on the market value of the assets as of the date of the inflows and outflows. (2) NNA range for fiscal year 2009 per the Company s January 20, 2009 Outlook Statement. * NNA annualized as a % of total beginning client assets. 6

7 MAINTAIN #1 POSITION IN TRADING Trades Per Day (2) 19% 253K 301K 328K 291K #1 in Market Share (1) Increase Client Engagement Educational Programs Risk Management Tools Quality Execution Options (3) FY 07 FY 08 FY 09 (4) (1) Source: Based upon the last six and twelve months of publicly available reports for E*Trade Financial, Fidelity Investments, optionsxpress and Charles Schwab. (2) Effective in Oct 2007, Average Trades Per Day have been adjusted to exclude non-revenue generating mutual fund trades. (3) Options involve risks and are not suitable for all investors. (4) Trades per day range for fiscal year 2009 per the Company s January 20, 2009 Outlook Statement. 7

8 2008 FINANCIAL RESULTS 6 TH RECORD YEAR $1.33 $1.06 $0.81 $0.87 $0.64 $0.32 CAGR 33% (1) (2) (2) FY '03 FY '04 FY '05 FY '06 FY '07 FY '08 ROE 9% 23% 25% 33% 34% 31% (2) (2) (1) Compounded Annual Growth Rate for FY 03-FY 08 (2) Excludes investment gains/losses for FY 03-FY 06. The corresponding GAAP EPS amounts including investment gains/losses are as follows: FY 03 = $0.25, FY 04 = $0.66, FY 05 = $0.82, FY 06 = $0.95. See attached reconciliation of financial measures. 8

9 RECURRING REVENUE GROWTH REVENUE MIX FISCAL 2003 FISCAL 2008 Asset Based (1) Transaction Based/ (2) Other 23% 59% (1) Asset-based revenues consist of net interest revenue, money market deposit account fees and investment product fees. (2) Transaction-based/other revenues consist of revenues generated from client trade execution, consisting primarily of commissions, transaction clearing fees and revenue sharing arrangements with market destinations (also known as payment for order flow ). 9

10 PRE-TAX MARGIN AND ROCA (bps) Pre-Tax Margin (1) 60% 50% 44% 48% 50% Return on Average Client (2) Assets 40% 30% % % % FY '06 FY '07 FY ' (1) Pre-tax margin excludes investment gains/losses for FY 06. The corresponding GAAP pre-tax margin including investment gains/losses is 48%. See attached reconciliation of non-gaap financial measures. (2) Pre-tax income divided by average client assets. Pre-tax income for FY 06 excludes investment gains and losses. See attached reconciliation of non-gaap financial measures. 10

11 STRONG START TO 2009 DECEMBER QUARTER ONE OF THE BEST IN OUR HISTORY Financial Metrics EPS $0.31 Net Revenues $611M 52% Asset-Based Pre-Tax Income $301M 49% of Net Revenues 49 bps on Avg. Client Assets EBITDA (1) $343M 56% of Net Revenues Business Growth Metrics Trades Per Day 357K Quarterly Record Net New Assets $8B Annualized 11% of opening client assets New Accounts 217K Best Results in 9 Years (1) See attached reconciliation of financial measures. 11

12 MANAGING THROUGH THE CYCLE Headwinds Near Zero interest rate environment Market uncertainty Mitigating Factors Expense management Solid business fundamentals Strong balance sheet and cash position Managing for the Other Side of the Cycle 12

13 STRONG FINANCIAL POSITION Strong balance sheet and cash position No direct US real estate credit risk (1) (1) $1.3B in Liquid Assets, $1.4B debt, $1.4 EBITDA Ratings Upgrade Moody s S&P Take Advantage of Opportunities (2) (1) Results as of December 31, See attached reconciliation of financial measures. (2) Results as of September 30, See attached reconciliation of financial measures. 13

14 ACQUISITION OF THINKORSWIM Trades Per Day AMTD / SWIM Pro-Forma (2) 276K 253K 350K 301K Fastest Growing OLB (1) Capability vs. Scale Advances Strategy Financially Attractive AMTD Stand Alone FY 07 FY 08 (1) Source: Based upon publicly available reports for E*Trade Financial, Fidelity Investments, optionsxpress and Charles Schwab through September 30, (2) Combined trades metrics based on pro-forma results for TD AMERITRADE and thinkorswim for the 12 months ended September 30, 2007 and September 30,

15 ACQUISITION OF THINKORSWIM OPTIONS MARKET SHARE GROWTH 172% Growth in Options Trading 9.7% OCC Trade Share 44% 40% 4.5% 5.2% 2.9% 13% SWIM INDUSTRY AMTD OXPS AMTD/ SWIM AMTD SWIM OXPS (1) Source: Company Filings and Press Releases as of September 30, Industry total per CBOE. 2-Yr growth rate is September Quarter 08 vs. the September Quarter 06 CAGR. Option share represents option trades reported by each respective firm divided by the total option transactions reported by the OCC for the September Quarter

16 DELIVERING ON OUR STRATEGY Successful Track Record Strong Financial Position Right Business Model Positioned to deal with Headwinds We will take advantage of dislocation and manage for the other side 16

17 TD AMERITRADE, Inc., member FINRA/SIPC, is a subsidiary of TD AMERITRADE Holding Corporation. TD AMERITRADE is a trademark jointly owned by TD AMERITRADE IP Company, Inc. and The Toronto-Dominion Bank TD AMERITRADE IP Company, Inc. All rights reserved. Used with permission. 17

18 RECONCILIATION OF FINANCIAL MEASURES

19 RECONCILIATION OF FINANCIAL MEASURES In thousands, except percentages and per share amounts (Unaudited) Fiscal Year Ended Sept. 29, 2006 Pre-tax Income Excluding Investment Gains/Losses (1) Pre-tax income, as reported $ 857,305 Adjustments: Gain on sale of investments (81,422) Fair value adjustments of investment-related derivative instruments 11,703 Pre-tax income excluding investment gains/losses $ 787,586 Fiscal Year Ended Sept. 29, 2006 Sept. 30, 2005 Sept. 24, 2004 Sept. 26, 2003 EPS Excluding Investment Gains/Losses (1) Diluted earnings per share, as reported $ 0.95 $ 0.82 $ 0.66 $ 0.25 Adjustments on a per share basis, net of income tax effect: Gain on sale of investments (0.09) Fair value adjustments of investment-related derivative instruments 0.01 (0.01) (0.02) 0.07 EPS excluding investment gains/losses $ 0.87 $ 0.81 $ 0.64 $

20 RECONCILIATION OF FINANCIAL MEASURES In thousands, except percentages and per share amounts (Unaudited) Quarter Fiscal Year Ended Ended Dec. 31, 2008 Sept. 30, 2008 EBITDA (2) EBITDA $ 343,240 $ 1,438,123 Less: Depreciation and amortization (11,503) (36,899) Amortization of acquired intangible assets (15,538) (59,275) Interest on borrowings (15,637) (78,447) Pre-tax income $ 300,562 $ 1,263,502 As of Dec. 31, 2008 Liquid Assets (3) Liquid assets $ 1,308,015 Plus: Broker-dealer cash and cash equivalents 838,061 Trust company cash and cash equivalents 99,173 Investment advisory cash and cash equivalents 13,038 Less: Corporate short-term investments (83,560) Excess trust Tier 1 capital (101,253) Excess broker-dealer regulatory net capital (919,319) Cash and cash equivalents $ 1,154,155 20

21 RECONCILIATION OF FINANCIAL MEASURES Note: The term "GAAP" in the following explanations refers to generally accepted accounting principles in the United States. (1) Pre-tax income and earnings per share (EPS) excluding investment gains/losses are Non-GAAP financial measures as defined by SEC Regulation G. We define pre-tax income excluding investment gains/losses as pre-tax income adjusted to remove the pre-tax effect of non-brokerage investmentrelated gains and losses. We consider pre-tax income and EPS excluding investment gains/losses important measures of our financial performance. Gains/losses on non-brokerage investments and investment-related derivatives are excluded because we believe they are not likely to be indicative of the ongoing operations of our business. Pre-tax income and EPS excluding investment gains/losses should be considered in addition to, rather than as a substitute for, GAAP pre-tax income and EPS. (2) EBITDA (earnings before interest, taxes, depreciation and amortization) is considered a Non-GAAP financial measure as defined by SEC Regulation G. We consider EBITDA an important measure of our financial performance and of our ability to generate cash flows to service debt, fund capital expenditures and fund other corporate investing and financing activities. EBITDA is used as the denominator in the consolidated leverage ratio calculation for our senior credit facilities. The consolidated leverage ratio determines the interest rate margin charged on the senior credit facilities. EBITDA eliminates the non-cash effect of tangible asset depreciation and amortization and intangible asset amortization. EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities. (3) Liquid assets is considered a Non-GAAP financial measure as defined by SEC Regulation G. We define liquid assets as the sum of (a) corporate cash and cash equivalents, (b) corporate short-term investments, (c) regulatory net capital of (i) our clearing broker-dealer subsidiary in excess of 5% of aggregate debit items and (ii) our introducing broker-dealer subsidiary in excess of 120% of the minimum dollar net capital requirement and (d) Tier 1 capital of our trust company in excess of the minimum dollar requirement. We include the excess capital of our broker-dealer and trust company subsidiaries in liquid assets, rather than simply including broker-dealer and trust cash and cash equivalents, because capital requirements may limit the amount of cash available for dividend from the broker-dealer and trust subsidiaries to the parent company. Excess capital, as defined under clauses (c) and (d) above, is generally available for dividend from the broker-dealer and trust subsidiaries to the parent company. We consider liquid assets an important measure of our liquidity and of our ability to fund corporate investing and financing activities. Liquid assets should be considered as a supplemental measure of liquidity, rather than as a substitute for cash and cash equivalents. 21