Fitch Affirms and Withdraws Ratings of TD Ameritrade at 'A-'

  Fitch Affirms and Withdraws Ratings of TD Ameritrade at 'A-'

Business Wire

CHICAGO -- February 6, 2013

Fitch Ratings has affirmed and simultaneously withdrawn the 'A-' Issuer
Default Rating (IDR) and senior unsecured note ratings of TD Ameritrade
Holding Corporation (AMTD). The ratings of the issuer and debt instruments are
no longer considered by Fitch to be relevant to the agency's coverage. A full
list of rating actions follows at the end of this release.

Sensitivity/Rating Drivers

The affirmations are based upon AMTD's solid operating performance despite a
challenging market environment, adequate liquidity and funding flexibility,
relatively low leverage as measured by debt-to-adjusted EBITDA, and their
relationship with Toronto Dominion Bank (TD; rated 'AA-/F1+' by Fitch).

Fitch believes that AMTD's liquidity and funding flexibility are adequate and
commensurate for its rating category. In fiscal 2012, AMTD generated $406
million of free cash flow and as of Dec. 31, 2012, the company had $1.85
billion of cash on their balance sheet with no debt maturities until 2014.

AMTD has operated with relatively low and consistent leverage over the last
several years, which Fitch views as appropriate for its rating category.
AMTD's leverage as measured by debt-to-adjusted EBITDA was 1.20x at Dec. 31,
2012 compared to 1.07x at Dec. 31, 2011. Fitch notes that adjusted EBITDA is
for the trailing twelve months.

Fitch views favorably AMTD's relationship with TD, which owns approximately
45% of the stock of AMTD. This relationship provides AMTD's clients with the
ability to sweep cash deposits into one of TD's U.S. banking subsidiaries.
AMTD is able to offer a profitable cash investment product, without requiring
the company to incur fixed costs or deploy capital needed to support a bank
subsidiary. Insured deposit account fees associated with this program
represented 31.5% of net revenues in fiscal 1Q'13.

Potential concerns include the challenging market and interest rate
environments, which will continue to put pressure on net revenues. Other
concerns are related to the potential for technological or operational issues,
as a material data breach or trading system disruption at AMTD could result in
the loss of a significant number of clients.

AMTD is one of the largest online brokerages in the U.S., and offers low-cost
trading in equities, bonds, options, futures, mutual funds, and
exchange-traded funds (ETFs) to consumers, with transactions handled in real
time. At the end of fiscal 2012, the founding Ricketts family and TD own
approximately 15% and 45% of AMTD's outstanding shares, respectively.

Fitch has affirmed the following ratings and simultaneously withdrawn them:

TD Ameritrade Holding Corporation

--Long-term IDR at 'A-';

--Senior unsecured notes at 'A-'.

Additional information is available at 'www.fitchratings.com'. The ratings
above were unsolicited and have been provided by Fitch as a service to
investors.

Applicable Criteria and Related Research:

--'Global Financial Institutions Criteria' (Aug. 15, 2012);

--'Securities Firms Criteria' (Aug. 15, 2012).

Applicable Criteria and Related Research:

Global Financial Institutions Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686181

Securities Firms Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686137

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Contact:

Fitch Ratings
Primary Analyst
Justin Fuller, CFA, +1-312-368-2057
Director
Fitch Ratings, Inc.
70 West Madison Street
Chicago, IL 60602
or
Secondary Analyst
Paul Ryndak, CFA, +1-312-368-3194
Director
or
Committee Chairperson
Ed Thompson, +1-212-908-1364
Senior Director
or
Media Relations:
Elizabeth Fogerty, New York, +1 212-908-0526
Email: elizabeth.fogerty@fitchratings.com
Sandro Scenga, New York, +1 212-908-0278
Email: sandro.scenga@fitchratings.com