Report of the Audit Committee
The following report is not deemed to be soliciting material or to be filed with the SEC or subject to the
SECs proxy rules or to the liabilities of Section 18 of the 1934 Act and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act of 1933 or the 1934 Act.
The Audit Committee evidenced its completion of and compliance with the duties and responsibilities set forth in the Audit
Committee charter through a formal written report dated and executed as of November 17, 2017. A copy of that report is set forth below.
November 17, 2017
The Board of Directors
TD Ameritrade Holding Corporation
Fellow Directors:
The primary purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Companys financial
reporting process. The Audit Committee conducted its oversight activities for TD Ameritrade Holding Corporation and subsidiaries (TD Ameritrade) in accordance with the duties and responsibilities outlined in the audit
committee charter. The Audit Committee annually reviews the NASDAQ standard of independence for audit committees and its most recent review determined that the committee meets that standard.
TD Ameritrade management is responsible for the preparation, consistency, integrity and fair presentation of the financial
statements, accounting and financial reporting principles, systems of internal control, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. The Companys independent Registered Public
Accounting (RPA) firm, Ernst & Young LLP, is responsible for performing an independent audit of the financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted
in the United States of America.
The Audit Committee, with the assistance and support of the Corporate Audit Department and
management of TD Ameritrade Holding Corporation, has fulfilled its objectives, duties and responsibilities as stipulated in the audit committee charter and has provided adequate and appropriate independent oversight and monitoring of
TD Ameritrades systems of internal control for the fiscal year ended September 30, 2017.
These activities included,
but were not limited to, the following significant accomplishments during the fiscal year ended September 30, 2017:
Reviewed and discussed the audited financial statements with management and the external auditors.
Discussed with the external auditors the matters requiring discussion
under Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 16,
Communications with Audit Committees
and Rule 2.07 of Regulation
S-X,
including matters related to the conduct of
the audit of the financial statements.
Received written
disclosures and letter from the external auditors required by applicable requirements of the PCAOB, and discussed with the auditors their independence.
In reliance on the Committees review and discussions of the matters referred to above, the Audit Committee recommends the audited
financial statements be included in TD Ameritrades Annual Report on Form
10-K
for the fiscal year ended September 30, 2017, for filing with the Securities and Exchange Commission.
Respectfully submitted,
TD Ameritrade Holding Corporation Audit Committee
Karen E. Maidment, Chair
Lorenzo A. Bettino
V. Ann Hailey
Irene
R. Miller
Mark L. Mitchell
Todd M. Ricketts