1145124--3/16/2009--THINKORSWIM_GROUP

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Risks Relating to the Pending Merger with TD AMERITRADE Uncertainty about the TD AMERITRADE Merger and diversions of management could harm us, whether or not the TD AMERITRADE Merger is completed. Failure to complete the TD AMERITRADE Merger for regulatory or other reasons could adversely affect our stock price and our future business and financial results. Risks Related to Our Business Global economic conditions and volatile securities markets may continue to impact our business. thinkorswim operates in a highly regulated industry and compliance failures could adversely affect our business. If we fail to attract students and brokerage customers in a cost-effective manner, our financial position may be negatively impacted. If we do not successfully introduce new programs, products and services, our growth rate and revenue will be reduced. If we are not able to continually enhance our web-based products and services and adapt them to changes in technology, our future revenue growth could be adversely affected. Our corporate debt levels may limit our ability to obtain additional financing. We may experience difficulties integrating recent acquisitions. Our broker-dealer subsidiary has experienced substantial growth. Changes in legislation or regulations may affect our ability to conduct our business or reduce our profitability. We rely on our strategic partners to provide us with access to leads and customers. Many of our competitors have greater financial, technical, marketing and other resources. Downturns or disruptions in the securities markets could reduce trade volumes and margin borrowing and increase our dependence on our more active customers who receive lower pricing. We are subject to various forms of credit risk, and those risks could have a material adverse effect on our financial situation. We are subject to legal proceedings and legal compliance risks. The loss of or change in our third-party vendors may adversely affect our business. We rely on a few key employees whose absence or loss could disrupt our operations or be adverse to our business. We are subject to interest rate risk exposure. Our risk management policies and procedures may not be effective and may leave us exposed to unidentified or unexpected risks. Systems failures and delays could harm our business. Our business may suffer if we are not successful in developing, maintaining and defending proprietary aspects of technology used in our products and services. We depend on continued growth in use of the Internet and online commerce. Our inability to protect our intellectual property rights or our infringement of the intellectual property rights of others could adversely affect our business. Requirements associated with being a public company require significant company resources and management attention. Failure to maintain adequate internal controls could adversely affect our business. We may be liable for invasion of privacy or misappropriation by others of our users' information, which could adversely affect our reputation and financial results. Reduced spreads in securities pricing and reduced levels of trading activity could harm our business. Losses due to employee or customer fraud could have an adverse effect on our business. Servicing customers outside the United States involves special challenges that we may not be able to meet, which could negatively impact our financial results Our operations outside of the United States are subject to political, investment and local business risks. Failure to comply with net capital requirements could adversely affect our business. We are dependent on clearing agents and any failures by them or difficulties in our relationships could materially harm our business. Any negative changes in economic conditions, significant price increases, inflation or adverse events related to various industries, or the willingness of investors to trade could harm discretionary spending and have a material adverse effect. Laws and regulations can affect the operations of the education segment of our business and may limit our ability to operate in certain jurisdictions. We may suffer losses if our reputation is harmed. Risks Related to Our Common Stock The market price of our common stock is subject to significant fluctuations due to a number of factors that are beyond our control. If a large number of shares of our common stock are sold in the public market, the sales could reduce the trading price of our common stock and impede our ability to raise future capital. Our ability to issue preferred stock could adversely affect the rights of holders of our common stock. Certain provisions in our charter documents have anti-takeover effects. Because we have no plans to pay any dividends for the foreseeable future, investors must look solely to stock appreciation for a return on their investment in us.

Full 10-K form ▸

1145124--3/16/2009--THINKORSWIM_GROUP_INC.