TD Ameritrade to

acquire Scottrade
Combination enhances scale,
accelerates growth

Tim Hockey, President and CEO

Steve Boyle, EVP and CFO
October 24, 2016

TD Ameritrade Holding Corporation (Nasdaq: AMTD). Brokerage services provided by TD

Ameritrade, Inc., member FINRA/SIPC, and TD Ameritrade Clearing, Inc., member FINRA/SIPC,
subsidiaries of TD Ameritrade Holding Corp. TD Ameritrade is a trademark jointly owned by TD
Ameritrade IP Company, Inc. and The Toronto-Dominion Bank. © 2016 TD Ameritrade IP Company,
Inc. All rights reserved. Used with permission.
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Forward-looking Statements
Important Information

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

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

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

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TD Ameritrade & Scottrade
Transaction Details

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Our Strategy
Core Objective

Deliver a Superior Client Experience

Execution Drivers

Scale Speed Simplicity Innovation

Strategic Goals

Lead in Trading Grow Client Build out Advice

Assets Solutions

4
Combination Extends Our Leadership Position in the Retail Brokerage Industry
Combined ~$950b(5) in client assets and ~600k DARTs (1)
Leader in trading
− 463k DARTs(1)
Premier asset gatherer
− $774b in client assets(5)
Growth in fee-based investment balances
− $170b in fee-based investment balances(7)
Well positioned for rising interest rates
− $119b in interest rate sensitive assets(8)
Good stewards of shareholder capital
− Target 60-80% net income return to shareholders(9)
Unique relationship with TD Bank
− Capital light model
Combination will enhance our scale, growth, cash flow and capital returns
Leading retail brokerage franchise
− One of the pioneers of investing services
Award-winning client service
Large client base of traders and investors
− 2m+ clients with 3m+ funded accounts(2)
Largest physical network among online brokers
− ~500 branches(5)
Consistently delivering strong organic growth
− $170b in client assets(5)
Strong trader franchise
− 137k DARTs(1)
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Compelling Combination of Leading Firms

• Immediately enhances our scale and accelerates our growth

Enhanced Scale • Extends our leadership position in trading (~600k in pro forma DARTs(1))
• Significantly grows our client base by adding over 2m clients with 3m+ funded accounts (2)

• Expected to generate double digit accretion post-conversion

• 12% to 15% accretive in years 2 and 3 (GAAP basis)(3)
Financially Attractive • 15% to 20% accretive in years 2 and 3 adjusted basis (excluding intangible amortization)(4)
• Expected to achieve double digit ROIC/IRR post-conversion
• Ability to monetize $36b(5) in incremental client cash balances

• Significantly expands our geographic footprint through an established branch network

Expanded Footprint and
• Enhances our asset gathering capabilities
Client Reach
• Enhances our presence in markets where Scottrade is strong

• Operating leverage in existing model will enable us to generate significant synergies

• Cost savings related to technology, operations/back office, and advertising
• Approximately $450m anticipated in annual cost saves; realized in full by Year 2(6)
Significant Synergies
• Potential for meaningful additional opportunity, primarily through growing share of wallet
(e.g., mobile, derivatives, fixed income, and investment advice)
• $300m+ long-term opportunity

Strong Cash Flow and • Robust pro forma cash flow profile; enhanced by meaningful tax benefits
Operating Leverage • Modest combined leverage at closing (at or below pre-acquisition levels after synergies)

• Track record of successful acquisitions

Proven Consolidator
• History of integrating acquisitions, realizing synergies, and driving shareholder returns

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Combination Benefits Both Scottrade and TD Ameritrade Clients
A transaction which drives benefits for both client bases

Client Benefits Client Benefits

Comprehensive investor education tools

Sophisticated trading platforms and advanced mobile trading technology

Enhanced product capabilities (i.e., complex options, futures, foreign

exchange, mutual funds/ ETFs, and portfolio margin)

Access to more investment guidance and advice solutions (i.e., goal

planning, “robo” advice, and Amerivest managed portfolios)

Further strengthen client relationships via expanded branch footprint

Enhanced offering resulting from award winning client-centric culture

Leverage the benefit of enhanced scale to drive innovation

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Transaction Structure
TD Bank, N.A. acquires Scottrade Bank from Scottrade Financial Services, Inc.(SFSI), followed by
TD Ameritrade acquiring SFSI

Step One: TD Bank, N.A. Acquires Scottrade Bank Step Two: TD Ameritrade Acquires SFSI(11)

TD Bank, N.A. TD Ameritrade

Acquisition of 100%
Scottrade Financial $3.0b in cash(12)
Acquisition of
Cash Services, Inc. $1.0b in equityXX
100% of
xxpayment(10)
Scottrade Bank Including cash from
bank sale
Scottrade Scottrade
Shareholders Shareholders

Scottrade Financial Scottrade Financial

Services, Inc. Services, Inc.

Scottrade Scottrade Scottrade

Brokerage Bank Brokerage

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Transaction Summary

• TD Ameritrade will acquire Scottrade Financial Services, Inc. for $4b(12)

Structure
Strategic Rationale
• $2.7b(12) net price after accounting for TD Bank's ~$1.3b(10) acquisition of Scottrade Bank

• In combination with the cash proceeds from the sale of Scottrade Bank, Scottrade
shareholders will receive $3.0b(12) of cash and $1.0b of TD Ameritrade equity
Financing
Financial Rationale • $2.7b(12) net price being funded with $1.3b of cash and $1.4b of TD Ameritrade equity
• $1.3b cash sourced from TD Ameritrade cash ($900m) and new debt offering ($400m)
• $1.4b equity issued: Scottrade shareholders ($1.0b) and TD Bank ($400m)(13)

Compelling
Board Value Creation
of Directors • Rodger Riney to join the TD Ameritrade board at closing

• Approximately 565m basic shares outstanding at close

Significant Synergies
Pro-Forma Ownership(14)
• Public Float ~42% / TD Bank ~41% / Ricketts ~11% / Scottrade Shareholders ~4.9%

Strong Cash Flow and • Expected to close during FY17(15)

Timing
Operating Leverage • Anticipate clearing conversion to TD Ameritrade systems in FY18

Proven Industry • Regulatory approvals: FINRA, HSR, and customary closing conditions
Regulatory Approvals(28)
Consolidator and Innovator • TD Bank regulatory approvals from OCC and OSFI

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Transaction Summary: Purchase Price
Paying $4b in cash and equity

$4.0b Gross Purchase Price(12)

(Less)

~$1.3b Scottrade Bank

Sale Proceeds(10)
Equals

$2.7b TD Ameritrade's
Net Purchase Price(12)

Funded With

$1.3b Cash $1.4b Equity(13)

• $900m of cash from TD Ameritrade • ~28m shares to Scottrade shareholders

• $400m new debt offering • ~11m shares to TD Bank; cash
proceeds used for consideration to
Scottrade shareholders
Note: Retirement of ~$385m Scottrade debt will be
primarily funded with cash acquired from Scottrade
(ex. Bank cash) and cash from TD Ameritrade

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Financial Summary
• $4b (or $2.7b net of proceeds from bank sale)(12)
Strategic Rationale
Purchase Price • Net purchase multiple: 3.8x revenue(16)
• Net purchase multiple: 3.0x revenue includes net present value of tax benefit(17)

• -7% to -12% dilutive in year 1 (excluding restructuring charges)

Accretion/Dilution • 12% to 15% accretive in years 2 and 3 (GAAP basis)(3)
• 15% to 20% accretive in years 2 and 3 adjusted basis (excluding intangible amortization)(4)

• $713m in revenue (pro forma Scottrade revenue FY16)

Financial Rationale
Revenue • Includes $154m in pro forma IDA(18) revenue (~$28b in cash generating 55 bps blended yield)(19)

• Total addressable cost base of ~$750m (FY16)(6)

• Expect ~$450m in total expense synergies (~60% of addressable costs) (6)
Compelling
Expense Value Creation
Synergies • ~$100m synergies pre-conversion
• ~$350m additional run-rate synergies post-conversion

• Expect $60m to $70m of incremental client amortization expense (GAAP basis) (20)
Significant Synergies
Amortization Expense • Primarily driven by client intangible

Strong Cash Flow and • Estimate 338(h)(10) tax benefit of ~$50m per year for 15 years
Tax Benefit(21) • Estimated net present value of the 338(h)(10) election is $545m
Operating Leverage

• ~$550m in restructuring related charges

Restructuring Charges • Primary drivers are severance, vendor termination fees, transaction fees, debt retirement

• $50m to $100m additional opportunity in years 2 and 3 ($300m+ longer term)(22)

Additional Opportunity • Grow share of wallet by offering expanded products/platforms to Scottrade clients

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Enhancing Our Scale and Accelerating Our Growth
Meaningful lift across key operating metrics will drive scale, efficiencies and growth(23)

Funded Accounts(2) 7.0m 3.1m 10.1m

Client Assets(5) $774b $170b $944b

DARTs(1) 463k 137k 600k

Revenue / Trade(24) $11.76 $10.10 $11.38

Derivatives(25) 44% 11% 36%

Client Cash(5) $113.3b $35.7b $149.0b

Margin Balances(5) $11.8b $2.5b $14.3b

Branches(5) ~100 ~500 ~450

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Combination Will Significantly Grow Branch Presence
Anticipate that our physical footprint will expand to ~450 branches; accelerates
TD Ameritrade’s asset gathering strategy

Combined Footprint

Scottrade

TD Ameritrade

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Track Record of Successful Acquisitions
Proven experience acquiring and integrating to create client and shareholder value

Successful Acquisition Track Record

$1,000 1,000
$944
$900 900

$800 800
$774
$700 $653 $667 700
DARTs
600k
$600 $556 600

$500 $472 500

$400 $379 400

$355
DARTs (000)(27)

$303 $302

Client Assets ($b)(26)

$300 $262 $278 300

$200 200

$69 $83
$100 $55 100
$26 $34
$0 0
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

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Summary
Opportunistic acquisition extends TD Ameritrade’s leadership position

1. Financially-attractive with compelling shareholder benefits, including double-

digit EPS accretion post-conversion.
2. Provides clients with a broader, more robust offering, including more education,
more advanced tools, more products and more long-term investing solutions.
3. Accelerates our growth, adding significant scale to our retail business, extending
our leadership in trading, and more than quadrupling the size of our branch
network.

10 Million Client Accounts ● ~$1 Trillion in Assets ● ~600K Trades Per Day

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Q4 FY 2016
Financial Results Summary

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September Quarter 2016
Summary of Notable Items in the Quarter

Notable operating expense items of approximately $46M, impacting earnings

per share by $0.05 unfavorably
Terminated various projects and contracts
Better positioned to implement strategic plans

Notable tax items of approximately $17M, impacting earnings per share by

$0.03 favorably
Incentives on software development
Impacts go-forward tax rate assumptions

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IDA(12) Net Revenue
Balance growth is key
IDA Net Revenue ($M) Outlook Range ($M)(6)
$1,000 $955 Fiscal 2016
$926
$900 $839
$828 $820 Record average balances
$804
$800 $870
Stable net yields
$700
Record client net buying
$600 activity
$500 8 bps decline from Jun Q to
FY12 FY13 FY14 FY15 FY16 FY17
Sep Q including 4 bps due
Avg. IDA Balance ($B) Outlook Range ($B)
Net Yield Outlook Range
to higher balances and 3
$94
1.40% bps due to increased FDIC
$90 $84
1.37% $90
insurance
$80 $76
$68 $73 1.20%
$70 1.09% 1.09%
$59 1.17% 1.00%
1.11% Fiscal 2017
$60 1.00%
$50 0.95% Balance growth expected to
$40 0.80% compress yields
FY12 FY13 FY14 FY15 FY16 FY17

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Fiscal 2017 Outlook Range(6)
Financial Macro Assumptions Key Metrics
$1.80 EPS 10% Market Growth NNA(1) $85B / 11%(2)

Increasing Fed Funds

High TPD 505K
42% Pre-Tax Increasing Yield Curve
Margin Operating expense growth
of 3% NIM(16) 1.38% / IDA(12) 1.00%

$1.50 EPS 0% Market Growth NNA $55B / 7%

No change in Fed Funds,

TPD 475K
Low flattening Yield Curve
38% Pre-Tax
Margin Operating expense growth NIM 1.27% / IDA 0.95%
of (1%)

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Conclusion
Closing out a good fiscal year, core strategy does not change

Plans for fiscal 2017 – scale and speed are key

Execution: focused on increased nimbleness, agility and throughput
Investments: technology, sales people
Priority: organic growth in trades, client assets
Key initiative: building out solutions for investment guidance/advice
Key opportunity: DOL Fiduciary Rule implications for the industry

FY17 outlook range(6) of $1.50-$1.80

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Q&A

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 Appendix: Scottrade Footnotes
1. Total revenue-generating client trades divided by the number of trading days in the period as of FY16 (October 2015 to September 2016)
2. Funded accounts as of September 30, 2016
3. Accretion/(dilution) includes moving Scottrade sweep deposits into the IDA, client attrition, expense synergies, additional opportunities, incremental client intangible amortization expense,
and incremental corporate debt expense
4. Accretion/(dilution) on an adjusted basis excludes current deal client intangible amortization expense
5. Data as of September 30, 2016
6. $450m in annual cost saves is based on addressable operating expense base of $750m (excluding depreciation & amortization and corporate debt interest expense) for 12 month period
ending September 30, 2016
7. Market fee-based investment balances plus money market mutual funds as of September 30, 2016
8. Interest rate sensitive assets consist of spread-based assets and money market mutual funds as of September 30, 2016
9. FY16 target of 60-80%, actual return was 80%
10. Purchase price for Scottrade Bank is based on Scottrade Bank tangible book value at closing; Scottrade Bank tangible book value was ~$1.3b as of September 30, 2016
11. Excludes debt retirement and transaction fees and expenses
12. Purchase price for Scottrade Financial Services, Inc. is subject to closing adjustments
13. Equity issuance is calculated based on closing share price of $36.12 as of October 7, 2016
14. Pro forma ownership breakdown assumes current ownership plus new shares issued under the Scottrade transaction
15. Subject to regulatory approvals and satisfaction of other closing conditions
16. Net purchase multiple is calculated based on $2.7b net purchase price over pro forma Scottrade revenue for FY16
17. Net purchase multiple is calculated based on $2.2b net purchase price (includes net present value of 338(h)(10) tax benefit of $545m) over pro forma Scottrade revenue for FY16
18. Client cash is held in FDIC-insured deposit accounts (IDA)
19. $28b excludes $5b in deposits at the broker/dealer
20. Incremental client intangible amortization expense is an estimate and subject to final assessment
21. Tax benefit is on a cash basis (non-GAAP); net present value of 338(h)(10) is estimated based on final purchase price and the projected book value at close
22. ~$50m and ~$100m in additional opportunity are assumptions for year 1 and year 2 after clearing conversion
23. May be some overlap due to common clients
24. Revenue per trade includes commissions and order routing revenue
25. % of derivatives trades (options, futures, and foreign exchange) over total revenue trades
26. Client assets represent ending assets in reported period
27. Total revenue-generating client trades divided by the number of trading days in the entire fiscal year
28. Additional regulatory approvals may be required (e.g., Federal Reserve)

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Appendix: Earnings Footnotes
1. Net new assets (NNA) consist 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 growth rate is annualized net new assets as a % of client assets as of the beginning of the period.

3. Market fee-based investment balances plus money market mutual funds. Ending balances as of Sep. 30, 2016.

4. Interest rate sensitive assets consist of spread-based assets and money market mutual funds. Ending balances as of Sep. 30, 2016.

5. See attached reconciliation of non-GAAP financial measures.

6. FY17 forecast per 10/24/16 outlook statement.

7. Derivatives include options, futures and foreign exchange (Forex) trades per day.

8. Total revenue-generating client trades divided by the number of trading days in the period. This metric is also known as average client trades per day.

9. Average commissions and transaction fees per trade.

10. Market fee-based plus money market mutual fund revenue.

11. Return on average stockholders’ equity (annualized).

12. Client cash is held in FDIC-insured deposit accounts (IDA) at TD Bank, N.A. and TD Bank USA, N.A. TD Ameritrade, TD Bank, N.A., and TD Bank USA, N.A.
are affiliated through The Toronto-Dominion Bank.

13. Ending balances as of Sep. 30, 2016 consisted of $11.8B in client margin balances, $8.7B in segregated cash, and $4.1B in other balances.

14. Impact on spread-based and money market mutual fund revenues in the next twelve months following an interest rate increase. Assumes fed funds increase
results in a parallel shift to the LIBOR/SWAP yield curve. Range impacted by client sharing assumptions. Over 90% of the benefit in year one is attributable to
short-term rates. EPS range corresponds to $65-$80M of revenue. Model updated as of 10/19/16.

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Appendix: Earnings Footnotes
15. Cash used for share repurchases and dividends divided by net income excluding amortization of intangible assets. Excludes shares repurchased for payroll
taxes on equity award distributions.

16. NIM (net interest margin) is a measure of the net yield on our average spread-based assets.

17. Client assets invested in money market mutual funds, other mutual funds and Company programs such as AdvisorDirect and Amerivest, on which we earn fee
revenues.

18. Client and brokerage-related asset balances, including client margin balances, segregated cash, insured deposit account balances, deposits paid on securities
borrowing and other cash and interest-earning investment balances

19. Source: Bloomberg end of period rates.

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Reconciliation of
Non-GAAP Financial
Measures

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 TD AMERITRADE HOLDING CORPORATION
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Dollars in millions, except per share amounts
(Unaudited)

Quarter Ended Fiscal Year Ended

September 30, September 30,
2016 2015 2016 2015 2014 2013 2012
Net Income Excluding Amortization of Intangible Assets (1)
Net income $ 185 $ 216 $ 842 $ 813 $ 787 $ 675 $ 586
Adjustments:
Amortization of acquired intangible assets 20 23 86 90 90 91 92
Income tax effect of above adjustment (8) (9) (33) (35) (35) (35) (35)
Net income excluding amortization of intangible assets $ 197 $ 230 $ 895 $ 868 $ 842 $ 731 $ 643

EPS Excluding Amortization of Intangible Assets (1)

Diluted earnings per share $ 0.35 $ 0.40 $ 1.58 $ 1.49 $ 1.42 $ 1.22 $ 1.06
Adjustments on a per share basis:
Amortization of acquired intangible assets 0.04 0.04 0.16 0.16 0.16 0.16 0.17
Income tax effect of above adjustment (0.02) (0.02) (0.06) (0.06) (0.06) (0.06) (0.07)
EPS excluding amortization of intangible assets $ 0.37 $ 0.42 $ 1.68 $ 1.59 $ 1.52 $ 1.32 $ 1.16

Quarter Ended Fiscal Year Ended

September 30, September 30,
2016 2015 2016 2015
$ % of Net Rev. $ % of Net Rev. $ % of Net Rev. $ % of Net Rev.
EBITDA (2)
Net income $ 185 22.3% $ 216 26.0% $ 842 25.3% $ 813 25.0%
Add:
Depreciation and amortization 24 2.9% 22 2.6% 92 2.8% 91 2.8%
Amortization of acquired intangible assets 20 2.4% 23 2.8% 86 2.6% 90 2.8%
Interest on borrowings 13 1.6% 13 1.6% 53 1.6% 43 1.3%
Provision for income taxes 85 10.3% 131 15.8% 423 12.7% 475 14.6%
EBITDA $ 327 39.4% $ 405 48.7% $ 1,496 45.0% $ 1,512 46.6%

Quarter Ended Fiscal Year Ended

September 30, September 30,
2016 2015 2016 2015
Operating Expenses Excluding Advertising (3)
Total operating expenses $ 546 $ 471 $ 2,009 $ 1,922
Less: Advertising (59) (49) (260) (248)
Operating expenses excluding advertising $ 487 $ 422 $ 1,749 $ 1,674

Note: The term "GAAP" in the following explanations refers to generally accepted accounting principles in the United States.

(1) Net income and earnings per share (EPS) excluding amortization of intangible assets are non-GAAP financial measures as defined by SEC Regulation G. We define net income excluding amortization of intangible assets as net income adjusted to remove
the after-tax effect of amortization of acquired intangible assets. We consider net income and EPS excluding amortization of intangible assets important measures of our financial performance. Amortization of acquired intangible assets is excluded
because management does not believe it is indicative of underlying business performance. Net income and EPS excluding amortization of intangible assets should be considered in addition to, rather than as a substitute for, GAAP net 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 covenant purposes under our senior revolving
credit facility. 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) Operating expenses excluding advertising is considered a non-GAAP financial measure as defined by SEC Regulation G. Operating expenses excluding advertising consists of total operating expenses, adjusted to remove advertising expense. We
consider operating expenses excluding advertising an important measure of the financial performance of our ongoing business. Advertising spending is excluded because it is largely at the discretion of the Company, varies significantly from period to
period based on market conditions and generally relates to the acquisition of future revenues through new accounts rather than current revenues from existing accounts. Operating expenses excluding advertising should be considered in addition to, rather
than as a substitute for, total operating expenses.

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