##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 0-31049





TradeStation Group, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 65-0977576                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)



|                                                      |  |           
|----------------------------------------------------- |  | ----------
|8050 S.W.
10thStreet, Suite 4000,
Plantation, Florida |  | 33324     
|(Address of principal executive offices)              |  | (Zip Code)

954-652-7000

(Registrants telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The registrant had 40,849,661 shares of common stock, $.01 par value, outstanding as of May 4, 2010.









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TRADESTATION GROUP, INC. AND SUBSIDIARIES

INDEX



|          |  |                                                                                              |  |     
|--------- |  | -------------------------------------------------------------------------------------------- |  | ----
|          |  |                                                                                              |  | Page
|PART I.   |  | FINANCIAL INFORMATION                                                                        |  |     
|          |  |                                                                                             
|Item 1.   |  | Financial Statements:                                                                        |  |     
|          |  |                                                                                             
|          |  | Consolidated Balance Sheets March 31, 2010 (unaudited) and December 31, 2009                 |  | 3   
|          |  |                                                                                             
|          |  | Consolidated Statements of Income Three Months Ended March 31, 2010 and 2009 (unaudited)     |  | 4   
|          |  |                                                                                             
|          |  | Consolidated Statements of Cash Flows Three Months Ended March 31, 2010 and 2009 (unaudited) |  | 5   
|          |  |                                                                                             
|          |  | Notes to Consolidated Financial Statements                                                   |  | 6   
|          |  |                                                                                             
|Item 2.   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations        |  | 19  
|          |  |                                                                                             
|Item 3.   |  | Quantitative and Qualitative Disclosures about Market Risk                                   |  | 29  
|          |  |                                                                                             
|Item 4.   |  | Controls and Procedures                                                                      |  | 30  
|          |  |                                                                                             
|PART II.  |  | OTHER INFORMATION                                                                            |  |     
|          |  |                                                                                             
|Item 1.   |  | Legal Proceedings                                                                            |  | 31  
|          |  |                                                                                             
|Item 1A.  |  | Risk Factors                                                                                 |  | 32  
|          |  |                                                                                             
|Item 2.   |  | Unregistered Sales of Equity Securities and Use of Proceeds                                  |  | 32  
|          |  |                                                                                             
|Item 6.   |  | Exhibits                                                                                     |  | 34  
|          | 
|Signature |  | 35                                                                                          



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##### Table of Contents

PART I  FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

TRADESTATION GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)



|                                                                                                                                                                           |  |               |           |   |                  |   |          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | ---------
|                                                                                                                                                                           |  | March 31,2010 |           |   | December 31,2009
|                                                                                                                                                                           |  | (Unaudited)   |           |   |                 
|ASSETS:                                                                                                                                                                    |  |               |           |   |                  |   |          
|                                                                                                                                                                           |  |              
|Cash and cash equivalents, including restricted cash of $717 at March 31, 2010 and December 31, 2009                                                                       |  | $             | 87,512    |   |                  | $ | 57,405   
|Cash and investments segregated in compliance with federal regulations                                                                                                     |  |               | 1,191,272 |   |                  |   | 785,208  
|Marketable securities                                                                                                                                                      |  |               | 32,880    |   |                  |   | 76,342   
|Receivables from brokers, dealers, clearing organizations and clearing agents                                                                                              |  |               | 37,587    |   |                  |   | 32,226   
|Receivables from brokerage customers, net                                                                                                                                  |  |               | 46,281    |   |                  |   | 45,034   
|Property and equipment, net                                                                                                                                                |  |               | 9,045     |   |                  |   | 7,578    
|Deferred income taxes, net                                                                                                                                                 |  |               | 1,085     |   |                  |   | 1,276    
|Deposits with clearing organizations                                                                                                                                       |  |               | 40,804    |   |                  |   | 38,521   
|Other assets                                                                                                                                                               |  |               | 4,484     |   |                  |   | 5,606    
|                                                                                                                                                                           |  |               |           |   |                  |   |          
|                                                                                                                                                                           |  |              
|Total assets                                                                                                                                                               |  | $             | 1,450,950 |   |                  | $ | 1,049,196
|                                                                                                                                                                           |  |               |           |   |                  |   |          
|                                                                                                                                                                           |  |              
|LIABILITIES AND SHAREHOLDERS EQUITY:                                                                                                                                      |  |               |           |   |                  |   |          
|                                                                                                                                                                           |  |              
|LIABILITIES:                                                                                                                                                               |  |               |           |   |                  |   |          
|                                                                                                                                                                           |  |              
|Payables to brokers, dealers and clearing organizations                                                                                                                    |  | $             | 112       |   |                  | $ | 114      
|Payables to brokerage customers                                                                                                                                            |  |               | 1,270,539 |   |                  |   | 868,741  
|Accounts payable                                                                                                                                                           |  |               | 2,748     |   |                  |   | 2,627    
|Accrued expenses                                                                                                                                                           |  |               | 6,915     |   |                  |   | 7,206    
|                                                                                                                                                                           |  |               |           |   |                  |   |          
|Total liabilities                                                                                                                                                          |  |               | 1,280,314 |   |                  |   | 878,688  
|                                                                                                                                                                           |  |               |           |   |                  |   |          
|                                                                                                                                                                           |  |              
|COMMITMENTS AND CONTINGENCIES                                                                                                                                              |  |               |           |   |                  |   |          
|                                                                                                                                                                           |  |              
|SHAREHOLDERS EQUITY:                                                                                                                                                      |  |               |           |   |                  |   |          
|                                                                                                                                                                           |  |              
|Preferred stock, $.01 par value; 25,000,000 shares authorized, none issued and outstanding                                                                                 |  |               |          |   |                  |   |         
|Common stock, $.01 par value; 200,000,000 shares authorized, 40,278,901 and 40,692,328 shares issued and outstanding at
March 31, 2010 and December 31, 2009, respectively |  |               | 403       |   |                  |   | 407      
|Additional paid-in capital                                                                                                                                                 |  |               | 40,192    |   |                  |   | 42,728   
|Accumulated other comprehensive (loss) income                                                                                                                              |  |               | (1        | ) |                  |   | 5        
|Retained earnings                                                                                                                                                          |  |               | 130,042   |   |                  |   | 127,368  
|                                                                                                                                                                           |  |               |           |   |                  |   |          
|Total shareholders equity                                                                                                                                                 |  |               | 170,636   |   |                  |   | 170,508  
|                                                                                                                                                                           |  |               |           |   |                  |   |          
|                                                                                                                                                                           |  |              
|Total liabilities and shareholders equity                                                                                                                                 |  | $             | 1,450,950 |   |                  | $ | 1,049,196
|                                                                                                                                                                           |  |               |           |   |                  |   |          

See accompanying notes.



3



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TRADESTATION GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)



|                                          |  |                             |        |      |   |       
|----------------------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                                          |  | Three Months EndedMarch 31,
|                                          |  | 2010                        |        | 2009
|REVENUES:                                 |  |                             |        |      |   |       
|Brokerage commissions and fees            |  | $                           | 26,948 |      | $ | 32,935
|                                          |  |                            
|Interest income                           |  |                             | 2,293  |      |   | 995   
|Brokerage interest expense                |  |                             |       |      |   |      
|                                          |  |                             |        |      |   |       
|Net interest income                       |  |                             | 2,293  |      |   | 995   
|                                          |  |                            
|Subscription fees and other               |  |                             | 1,628  |      |   | 2,040 
|                                          |  |                            
|Unrealized gains on marketable securities |  |                             | 1,221  |      |   |      
|                                          |  |                             |        |      |   |       
|                                          |  |                            
|Net revenues                              |  |                             | 32,090 |      |   | 35,970
|                                          |  |                             |        |      |   |       
|                                          |  |                            
|EXPENSES:                                 |  |                             |        |      |   |       
|Employee compensation and benefits        |  |                             | 11,194 |      |   | 10,499
|Clearing and execution                    |  |                             | 7,184  |      |   | 8,848 
|Data centers and communications           |  |                             | 3,502  |      |   | 2,762 
|Marketing                                 |  |                             | 1,532  |      |   | 1,802 
|Professional services                     |  |                             | 697    |      |   | 848   
|Occupancy and equipment                   |  |                             | 752    |      |   | 737   
|Depreciation and amortization             |  |                             | 950    |      |   | 1,129 
|Other                                     |  |                             | 1,794  |      |   | 1,524 
|                                          |  |                             |        |      |   |       
|                                          |  |                            
|Total expenses                            |  |                             | 27,605 |      |   | 28,149
|                                          |  |                             |        |      |   |       
|                                          |  |                            
|Income before income taxes                |  |                             | 4,485  |      |   | 7,821 
|                                          |  |                            
|INCOME TAX PROVISION                      |  |                             | 1,811  |      |   | 3,141 
|                                          |  |                             |        |      |   |       
|                                          |  |                            
|Net income                                |  | $                           | 2,674  |      | $ | 4,680 
|                                          |  |                             |        |      |   |       
|                                          |  |                            
|EARNINGS PER SHARE:                       |  |                             |        |      |   |       
|Basic                                     |  | $                           | 0.07   |      | $ | 0.11  
|                                          |  |                             |        |      |   |       
|Diluted                                   |  | $                           | 0.07   |      | $ | 0.11  
|                                          |  |                             |        |      |   |       
|                                          |  |                            
|WEIGHTED AVERAGE SHARES OUTSTANDING:      |  |                             |        |      |   |       
|Basic                                     |  |                             | 40,502 |      |   | 42,202
|                                          |  |                             |        |      |   |       
|Diluted                                   |  |                             | 40,940 |      |   | 42,561
|                                          |  |                             |        |      |   |       

See accompanying notes.



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TRADESTATION GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)



|                                                                                  |  |                             |          |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | --------------------------- | -------- | - | ---- | - | ------- | -
|                                                                                  |  | Three Months EndedMarch 31, |         
|                                                                                  |  | 2010                        |          |   | 2009 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                             |          |   |      |   |         |  
|Net income                                                                        |  | $                           | 2,674    |   |      | $ | 4,680   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |          |   |      |   |         |  
|Depreciation and amortization                                                     |  |                             | 950      |   |      |   | 1,129   |  
|Stock-based compensation expense                                                  |  |                             | 798      |   |      |   | 750     |  
|Deferred income tax provision                                                     |  |                             |         |   |      |   | 137     |  
|Unrealized gains on investments                                                   |  |                             | (1,221   | ) |      |   |        |  
|(Increase) decrease in:                                                           |  |                             |          |   |      |   |         |  
|Cash and investments segregated in compliance with federal regulations            |  |                             | (27,657  | ) |      |   | (76,344 | )
|Trading investments transactions, net                                             |  |                             | (351,287 | ) |      |   |        |  
|Receivables from brokers, dealers, clearing organizations and clearing agents     |  |                             | (5,361   | ) |      |   | (4,261  | )
|Receivables from brokerage customers, net                                         |  |                             | (1,247   | ) |      |   | 6,655   |  
|Deposits with clearing organizations                                              |  |                             |         |   |      |   | 15,902  |  
|Other assets                                                                      |  |                             | 1,102    |   |      |   | (280    | )
|Increase (decrease) in:                                                           |  |                             |          |   |      |   |         |  
|Payables to brokers, dealers and clearing organizations                           |  |                             | (2       | ) |      |   | 28      |  
|Payables to brokerage customers                                                   |  |                             | 401,798  |   |      |   | 83,083  |  
|Accounts payable                                                                  |  |                             | 121      |   |      |   | 375     |  
|Accrued expenses                                                                  |  |                             | (20      | ) |      |   | 2,444   |  
|                                                                                  |  |                             |          |   |      |   |         |  
|Net cash provided by operating activities                                         |  |                             | 20,648   |   |      |   | 34,298  |  
|                                                                                  |  |                             |          |   |      |   |         |  
|                                                                                  |  |                            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                             |          |   |      |   |         |  
|Capital expenditures                                                              |  |                             | (2,397   | ) |      |   | (1,007  | )
|Purchases of available-for-sale marketable securities                             |  |                             | (10,190  | ) |      |   | (20,476 | )
|Proceeds from maturities of marketable securities                                 |  |                             | 25,464   |   |      |   |        |  
|                                                                                  |  |                             |          |   |      |   |         |  
|Net cash provided by (used in) investing activities                               |  |                             | 12,877   |   |      |   | (21,483 | )
|                                                                                  |  |                             |          |   |      |   |         |  
|                                                                                  |  |                            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                             |          |   |      |   |         |  
|Proceeds from issuance of common stock                                            |  |                             | 199      |   |      |   | 226     |  
|Excess tax benefits from stock option exercises                                   |  |                             | 108      |   |      |   | 21      |  
|Repurchase and retirement of common stock                                         |  |                             | (3,725   | ) |      |   | (3,635  | )
|                                                                                  |  |                             |          |   |      |   |         |  
|Net cash used in financing activities                                             |  |                             | (3,418   | ) |      |   | (3,388  | )
|                                                                                  |  |                             |          |   |      |   |         |  
|                                                                                  |  |                            
|NET INCREASE IN UNRESTRICTED CASH AND CASH EQUIVALENTS                            |  |                             | 30,107   |   |      |   | 9,427   |  
|                                                                                  |  |                             |          |   |      |   |         |  
|UNRESTRICTED CASH AND CASH EQUIVALENTS, beginning of period                       |  |                             | 56,688   |   |      |   | 99,358  |  
|                                                                                  |  |                             |          |   |      |   |         |  
|UNRESTRICTED CASH AND CASH EQUIVALENTS, end of period                             |  | $                           | 86,795   |   |      | $ | 108,785 |  
|                                                                                  |  |                             |          |   |      |   |         |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                 |  |                             |          |   |      |   |         |  
|Cash paid for interest                                                            |  | $                           |         |   |      | $ | 4       |  
|                                                                                  |  |                             |          |   |      |   |         |  
|Cash paid for income taxes                                                        |  | $                           |         |   |      | $ |        |  
|                                                                                  |  |                             |          |   |      |   |         |  

See accompanying notes.



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TRADESTATION GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All notes and related disclosures applicable to the

three months ended March 31, 2010 and 2009 are unaudited)



|(1) | NATURE OF OPERATIONS AND BASIS OF PRESENTATION
|--- | ----------------------------------------------

TradeStation Group, Inc. (TradeStation Group or the Company) is listed on The NASDAQ Global Select Market under
the symbol TRAD. TradeStation Securities, Inc., TradeStation Technologies, Inc., and TradeStation Europe Limited are TradeStation Groups operating subsidiaries. TradeStation Securities is a licensed securities broker-dealer and a
registered futures commission merchant. TradeStation Technologies develops and offers strategy trading software tools and subscription services. TradeStation Europe Limited, a company organized under the laws of England and Wales, is authorized and
regulated by the United Kingdom Financial Services Authority (FSA), and holds what is known as a Passport to introduce brokerage accounts for residents of countries within the European Economic Area.

The accompanying consolidated financial statements include the results of the Company and its subsidiaries, all of which are wholly
owned. All intercompany accounts and transactions have been eliminated.

The accompanying consolidated financial statements
should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of TradeStation Group for the year ended December 31, 2009. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Companys consolidated financial position as of March 31, 2010 and the consolidated results of operations and cash flows for each
of the periods presented have been recorded. The results of operations and cash flows for an interim period are not necessarily indicative of the results of operations or cash flows that may be reported for the year or for any subsequent period.

The Company has performed an evaluation of subsequent events through the date these financial statements were issued and
filed with the Securities and Exchange Commission (SEC).

Recently Issued Accounting Standards

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Codification
(ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements (ASU 2010-06). ASU 2010-06 amends the Fair Value Measurements and Disclosures Topic to require additional disclosures regarding fair value
measurements. The amended guidance requires entities to disclose additional information regarding assets and liabilities that are transferred between levels of the fair value hierarchy. Entities are also required to disclose information in the Level
3 rollforward about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, ASU 2010-06 clarifies existing guidance pertaining to the level of disaggregation at which fair value disclosures
should be made and the requirements to disclose information about the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. The guidance in ASU 2010-06 is effective for interim and annual reporting periods
beginning after December 15, 2009, except for the requirement to separately disclose purchases, sales, issuances and settlements in the Level 3 rollforward, which becomes effective for fiscal years (and for interim periods within those fiscal
years) beginning after December 15, 2010. The Companys adoption of ASU 2010-06, effective January 1, 2010, did not have a material impact on its consolidated financial position, results of operations or cash flows during the three
months ended March 31, 2010. The Company does not expect the deferred portion of the adoption of ASU 2010-06 to have a material impact on its consolidated financial statements.



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|(2) | STOCK-BASED COMPENSATION
|--- | ------------------------

Stock Compensation

The Company records stock-based compensation expense for employee services based upon the grant-date fair value of those awards in
accordance with the provisions of the Compensation-Stock Compensation Topic of the FASB ASC (the Compensation-Stock Compensation Topic). The Company currently uses the Black-Scholes option pricing model to determine the fair value of
stock option awards. The determination of the fair value of stock option awards on the date of grant using an option-pricing model is affected by the market price of the stock, exercise price of the award, expected term of the award, estimated
volatility of the stock over the term of the award, risk-free interest rate and expected dividend yield. Separate assumptions are used for employee officer options, non-officer employee options (both of which vest over a five-year period) and
non-employee director options (which vest over a three-year period).

The assumptions used to estimate the fair value of each
option grant on the date of grant using the Black-Scholes model are as follows:



|                              |  |                                     |   |  |         |  
|----------------------------- |  | ----------------------------------- | - |  | ------- | -
|                              |  | For the Three MonthsEnded March 31, |  
|                              |  | 2010                                |   |  | 2009    |  
|Risk free interest rate       |  | 3                                   | % |  | 2       | %
|Dividend yield                |  |                                    |   |  |        |  
|Volatility ranges             |  | 55                                  | % |  | 52 - 60 | %
|Weighted-average volatility   |  | 55                                  | % |  | 56      | %
|Weighted-average life (years) |  | 7.3                                 |   |  | 6.4     |  

In
accordance with the Compensation-Stock Compensation Topic, the Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Historical data to
estimate pre-vesting option forfeitures are used, and stock-based compensation expense is recorded only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service
periods of the awards, which are generally the vesting periods.

During the three months ended March 31, 2010 and 2009,
the Company recorded stock-based compensation expense, primarily related to the issuance of stock options and restricted stock awards (and, to a lesser extent, performance shares (for the three months ended March 31, 2010 only) and common stock
issued at a discount under the Companys employee stock purchase plan), of $798,000 ($660,000 net of tax) and $750,000 ($583,000 net of tax), respectively.

Stock-based Awards

During the three months ended March 31, 2010, the Company granted options to purchase an aggregate of 345,047 shares of common stock
with a weighted-average grant-date Black-Scholes fair value of $3.80 per share. Such options vest ratably in annual increments over a five-year period and are exercisable at a price of $6.41 per share, which was the closing price of the
Companys common stock on the date the options were granted.

During the three months ended March 31, 2010, the
Company issued 299,402 restricted shares of common stock, which had a fair market value of $1.9 million at the grant date. These restricted shares of common stock were granted to certain officers of the Company as awards under the Companys
Incentive Stock Plan, vest 50% on the third anniversary of the date of grant and 100% on the sixth anniversary (except for one award which vests 50% on the third anniversary of the date of grant and 100% on the fifth anniversary for tax reasons
applicable to the United Kingdom), and include 100% automatic vesting acceleration upon retirement, death, disability or change in control of the Company. All of these restricted shares contain a provision whereby, if employment terminates prior to
full vesting, the non-vested shares will automatically be forfeited and the Company will reacquire the non-vested shares for no consideration.



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During the three months ended March 31, 2010, the Company also issued performance
shares (more commonly referred to as restricted stock units) representing the right to receive an aggregate of 152,331 shares of common stock. Such performance shares, which had a fair market value of approximately $976,000 on the date of grant,
vest 60% on the third anniversary of the date of grant, 20% on the fourth anniversary of the date of grant and 20% on the fifth anniversary of the date of grant with 100% acceleration upon retirement, death or disability. Performance shares will
automatically convert into shares of the Companys common stock upon vesting. All of the performance shares were granted under the Incentive Stock Plan. Unvested performance shares will expire upon the termination of an employees
employment with the company.

During the three months ended March 31, 2010, stock options for 62,037 shares of the
Companys common stock were exercised under the Companys incentive stock plan. During the three months ended March 31, 2009, stock options for 49,650 shares of the Companys common stock were exercised under the Companys
incentive stock plan.

During the three months ended March 31, 2010 and 2009, the Company issued 12,217 and 15,934 shares
of common stock under the Companys employee stock purchase plan at prices of $6.71 and $5.49 per share, respectively.



|(3) | EARNINGS PER SHARE
|--- | ------------------

Weighted average shares outstanding for the three months ended March 31, 2010 and 2009 are calculated as follows (in thousands):



|                                                                                 |  |                                     |  |       
|-------------------------------------------------------------------------------- |  | ----------------------------------- |  | ------
|                                                                                 |  | For the Three MonthsEnded March 31,
|                                                                                 |  | 2010                                |  | 2009  
|Weighted average shares outstanding (basic)                                      |  | 40,502                              |  | 42,202
|                                                                                 |  |                                    
|Impact of dilutive stock-based payments after applying the treasury stock method |  | 438                                 |  | 359   
|                                                                                 |  |                                     |  |       
|                                                                                 |  |                                    
|Weighted average shares outstanding (diluted)                                    |  | 40,940                              |  | 42,561
|                                                                                 |  |                                     |  |       

Stock options and non-vested restricted shares and
performance shares of common stock outstanding for the three months ended March 31, 2010 and 2009, which were not included in the calculation of diluted earnings per share because their weighted average effect would have been anti-dilutive, are
as follows (in thousands):



|                                                |  |                                     |  |      
|----------------------------------------------- |  | ----------------------------------- |  | -----
|                                                |  | For the Three MonthsEnded March 31,
|                                                |  | 2010                                |  | 2009 
|Stock options                                   |  | 2,170                               |  | 2,680
|                                                |  |                                     |  |      
|                                                |  |                                    
|Restricted shares of common stock (non-vested)  |  | 231                                 |  | 261  
|                                                |  |                                     |  |      
|                                                |  |                                    
|Performance shares of common stock (non-vested) |  | 74                                  |  |     
|                                                |  |                                     |  |      



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|(4) | COMPREHENSIVE INCOME
|--- | --------------------

Comprehensive income is defined as the change in a business enterprises equity during a period arising from transactions, events or
circumstances relating to non-owner sources, such as unrealized gains or losses on available-for-sale securities and foreign currency translation adjustments. It includes all changes in equity during a period except those resulting from investments
by, or distributions to, owners.

A reconciliation of net income to comprehensive income is as follows (in thousands):



|                                            |  |                                     |       |   |      |   |      
|------------------------------------------- |  | ----------------------------------- | ----- | - | ---- | - | -----
|                                            |  | For the Three MonthsEnded March 31,
|                                            |  | 2010                                |       |   | 2009
|Net income                                  |  | $                                   | 2,674 |   |      | $ | 4,680
|Unrealized losses on securities, net of tax |  |                                     | (6    | ) |      |   |     
|                                            |  |                                     |       |   |      |   |      
|Comprehensive income                        |  | $                                   | 2,668 |   |      | $ | 4,680
|                                            |  |                                     |       |   |      |   |      



|(5) | CASH AND INVESTMENTS SEGREGATED IN COMPLIANCE WITH FEDERAL REGULATIONS
|--- | ----------------------------------------------------------------------

Cash and investments segregated in compliance with federal regulations, consisting primarily of treasury securities, of $1.19 billion
(which includes $1.1 million of interest receivable) and $785.2 million (which includes $349,000 of interest receivable) as of March 31, 2010 and December 31, 2009, respectively, have been segregated in special reserve bank accounts at
JPMorgan Chase for the exclusive benefit of customers under Rule 15c3-3 of the Securities Exchange Act of 1934 and other regulations. By the second business day of each week, if required, this amount is adjusted based upon the previous week-end
calculation. On April 1, 2010, cash and investments segregated in compliance with federal regulations increased by $10.0 million, from $1.19 billion (the balance as of March 31, 2010) to $1.20 billion. Conversely, marketable securities
decreased by $10.0 million on April 1, 2010. On January 4, 2010, cash and investments segregated in compliance with federal regulations increased by $7.7 million, from $785.2 million (the balance as of December 31, 2009) to $792.9
million. Conversely, cash and cash equivalents decreased by $7.7 million on January 4, 2010. Effective January 4, 2010, the Company converted its futures accounts, held at R.J. OBrien & Associates, from a fully disclosed
basis to an omnibus relationship also with R.J. OBrien & Associates. As such, the Company received approximately $349.0 million in futures customers funds which were appropriately segregated in accordance with the Commodity
Exchange Act rules.



|(6) | RECEIVABLES FROM BROKERAGE CUSTOMERS, NET
|--- | -----------------------------------------

Receivables from brokerage customers, net consist primarily of margin loans to TradeStation Securities brokerage customers of
approximately $46.3 million and $45.0 million at March 31, 2010 and December 31, 2009, respectively. Securities owned by brokerage customers are held as collateral for margin loans. Such collateral is not reflected in the consolidated
financial statements. At March 31, 2010 and December 31, 2009, TradeStation Securities was charging a base margin debit interest rate of 7.75% per annum on debit balances in equities brokerage customer accounts.

Margin requirements determine the amount of equity required to be held in an account for the purchase of equities on credit.
Margin lending is subject to the margin rules of the Board of Governors of the Federal Reserve System, the margin requirements of the Financial Industry Regulatory Authority (FINRA), limits imposed by clearing agent firms, and
TradeStation Securities own internal policies. Nearly all equities accounts at TradeStation Securities are margin accounts. While not, technically speaking, an extension of credit, TradeStation Securities also provides leverage, the effect of
which is similar to margin lending, to its customers futures and forex accounts. By permitting customers to purchase and maintain securities positions on margin or using leverage, TradeStation Securities takes the risk that a market decline
will reduce the value of the collateral securing its margin loan or the leveraged amount to an amount that renders the margin loan or leverage unsecured. Under applicable securities laws and regulations, once a margin account for equities has been
established, TradeStation Securities is obligated to require from the customer initial margin of no lower than 50% for purchases of securities and then is obligated to require the customer to maintain its equity in the account equal to at least 25%
of the value of the securities in the account. However, TradeStation Securities current internal requirement is that the customers equity not be allowed to fall below 35% of the value of the securities in the account. If it does fall
below 35%, TradeStation Securities requires the customer to increase the accounts equity to 35% of the value of the securities in the account (if not, TradeStation Securities will perform closing transactions to bring the customer account
above the maintenance requirement). We also monitor our futures and forex leverage account levels on an intra-day basis and, pursuant to exchange guidelines, require customers to deposit additional collateral, or to reduce positions, when necessary.
All of these requirements can be, and often are, raised as TradeStation Securities deems necessary for certain accounts, groups of accounts, securities or groups of securities. However, there is no assurance that a customer will be willing or able
to satisfy a margin call or pay unsecured indebtedness owed to TradeStation Securities.



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|(7) | RECEIVABLES FROM BROKERS, DEALERS, CLEARING ORGANIZATIONS AND CLEARING AGENTS
|--- | -----------------------------------------------------------------------------

Amounts receivable from brokers, dealers, clearing organizations and clearing agents for equities accounts consist of the following as of
March 31, 2010 and December 31, 2009 (in thousands):



|                                                         |  |               |        |                  |   |       
|-------------------------------------------------------- |  | ------------- | ------ | ---------------- | - | ------
|                                                         |  | March 31,2010 |        | December 31,2009
|Securities borrowed from broker-dealers                  |  | $             | 37,182 |                  | $ | 30,490
|Fees and commissions receivable from clearing agents     |  |               | 215    |                  |   | 947   
|Securities failed to deliver to broker-dealers and other |  |               | 190    |                  |   | 789   
|                                                         |  |               |        |                  |   |       
|                                                         |  | $             | 37,587 |                  | $ | 32,226
|                                                         |  |               |        |                  |   |       

Securities borrowed transactions in equities accounts
require TradeStation Securities to provide the counterparty with collateral in the form of cash and are recorded at the amount of cash collateral advanced to the lender. TradeStation Securities monitors the market value of securities borrowed on a
daily basis, and collateral is adjusted as necessary based upon market prices. See Note 11  COMMITMENTS AND CONTINGENCIES  General Contingencies and Guarantees. As of March 31, 2010 and December 31, 2009, TradeStation
Securities serviced most of its institutional equities accounts through J.P. Morgan Clearing Corp. and forex trades were introduced to Gain Capital Group, Inc., all on a fully-disclosed basis. Through December 31, 2009, futures trades were
cleared through R.J. OBrien & Associates. On January 4, 2010, the Company converted its futures accounts, held at R.J. OBrien & Associates, from a fully disclosed basis to an omnibus relationship also with R.J.
OBrien & Associates. As such the Company received approximately $349.0 million in futures customers funds which were appropriately segregated in accordance with the Commodity Exchange Act rules. J.P. Morgan Clearing Corp., R.J.
OBrien & Associates, and Gain Capital Group, Inc. are collectively referred to as clearing agents or clearing agent firms. These clearing agents provide services, handle TradeStation Securities
customers funds, hold securities, futures and forex positions, and remit monthly activity statements to the customers on behalf of TradeStation Securities.



|(8) | PAYABLES TO BROKERAGE CUSTOMERS
|--- | -------------------------------

As of March 31, 2010, payables to brokerage customers consisted primarily of cash balances in brokerage customer accounts. At
March 31, 2010 and December 31, 2009, payables to customers totaled $1.27 billion and $869.0 million, respectively. These funds are the principal source of funding for margin lending. At March 31, 2010 and December 31, 2009,
TradeStation Securities was not paying interest on cash balances in brokerage customer accounts.



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|(9) | NET CAPITAL REQUIREMENTS
|--- | ------------------------

TradeStation Securities is subject to the net capital requirements of the SECs Uniform Net Capital Rule (Rule 15c3-1), which is
administered by the SEC and FINRA, and the Commodity Futures Trading Commissions (CFTC) financial requirement (Regulation 1.17 under the Commodity Exchange Act), which is administered by the CFTC and the National Futures
Association. Under these requirements, TradeStation Securities calculates its net capital requirements using the alternative method, which requires the maintenance of minimum net capital, as defined by the rules, equal to the greater of
(i) $1,000,000; (ii) 8.0% of domestic and foreign domiciled customer and non-customer (excluding proprietary) risk maintenance margin/performance bond requirements for all domestic and foreign futures, options on futures contracts and
cleared over-the-counter derivatives positions excluding the risk margin associated with naked long option positions; and (iii) 2.0% of aggregate customer debit balances. Customer debit items are a function of customer margin receivables and
may fluctuate significantly, resulting in a significant fluctuation in the Companys net capital requirements. At March 31, 2010, TradeStation Securities had net capital of approximately $80.7 million (81% of aggregate debit items), which
was approximately $77.9 million in excess of its required net capital of approximately $2.8 million. At December 31, 2009, TradeStation Securities had net capital of approximately $85.6 million (95% of aggregate debit items), which was
approximately $83.8 million in excess of its required net capital of approximately $1.8 million.



|(10) | FAIR VALUE MEASURES
|---- | -------------------

The
Fair Value Measurements and Disclosures Topic establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In accordance with guidance
under the Fair Value Measurements and Disclosures Topic, three levels of inputs may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities. The Companys Level I assets consist
of U.S. Treasury Bills and Notes (U.S. Treasuries). As of March 31, 2010, the Companys U.S. Treasuries had maturities ranging from April 2010 to December 2011.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or
other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Companys Level II assets consist of variable rate demand note (VRDN) securities
issued by various state agencies throughout Florida. The Companys VRDN investments are federal tax-exempt instruments of high credit quality, secured by direct-pay letters of credit from a major financial institution. These investments have
variable rates tied to short-term interest rates. Interest rates are reset weekly and these VRDN securities can be tendered for sale upon notice (generally no longer than seven days) to the remarketing agent. Although the Companys VRDN
securities are issued and rated as long-term securities (with a maturity date of March 2023), they are priced and traded as short-term instruments. The Company classifies these short-term investments as available-for-sale in accordance with the
Investments-Debt and Equity Securities Topic of the FASB ASC. The investments are carried at cost or par value, which approximates the fair market value.

Level 3 Unobservable inputs that are supported by little or no market activity and that are financial instruments
whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The Company did not hold any
Level III assets during the three months ended March 31, 2010.



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##### Table of Contents

The following table summarizes the basis used to measure the fair value of securities on a
recurring basis in the Companys consolidated balance sheet as of March 31, 2010 (in thousands):



|                                                              |  |                |           |          |   |           |  |            |   |  |   |          
|------------------------------------------------------------- |  | -------------- | --------- | -------- | - | --------- |  | ---------- | - |  | - | ---------
|                                                              |  | March 31, 2010
|                                                              |  | Level I        |           | Level II |   | Level III |  | Fair Value
|Investments segregated in compliance with federal regulations |  | $              | 1,161,366 |          | $ |          |  | $          |  |  | $ | 1,161,366
|                                                              |  |                |           |         
|Marketable securities                                         |  | $              | 27,180    |          | $ | 5,700     |  | $          |  |  | $ | 32,880   
|                                                              |  |                |           |         
|Deposits with clearing organizations                          |  | $              | 33,282    |          | $ |          |  | $          |  |  | $ | 33,282   

The Company
purchased available-for-sale marketable securities of approximately $10.2 million and had proceeds from maturities of available-for-sale marketable securities of approximately $25.5 million during the three months ended March 31, 2010. As of
March 31, 2010, the Company had approximately $15.9 million of available-for-sale marketable securities.

Broker-dealers
are required to account for investments in marketable securities as trading investments. TradeStation Securities had net trading investment transactions (purchases, net of proceeds and interest accreted) of $351.3 million during the three months
ended March 31, 2010. As of March 31, 2010, the Company had trading investments of approximately $1.21 billion. Unrealized gains from these trading investments totaled approximately $1.2 million during the three months ended March 31,
2010 and are reflected in the accompanying consolidated statements of income.

The following methods and assumptions were used
to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and cash
equivalents, brokerage receivables and brokerage payables

For these financial instruments, the carrying amount is a
reasonable estimate of fair value.

Marketable securities

For investments in U.S. Treasuries, the fair value equals the quoted market price of each U.S. Treasury Bill or U.S. Treasury Note.
Investments in VRDNs are carried at cost or par value, which approximates the fair market value.



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The estimated fair values of the Companys financial instruments are as follows (in
thousands):



|                                                                              |  |                 |           |            |   |          
|----------------------------------------------------------------------------- |  | --------------- | --------- | ---------- | - | ---------
|                                                                              |  | March 31, 2010 
|                                                                              |  | Carrying Amount |           | Fair Value
|Financial assets:                                                             |  |                 |           |            |   |          
|Cash and cash equivalents                                                     |  | $               | 87,512    |            | $ | 87,512   
|Cash and investments segregated in compliance with federal regulations        |  |                 | 1,191,272 |            |   | 1,191,272
|Marketable securities                                                         |  |                 | 32,880    |            |   | 32,880   
|Receivables from brokers, dealers, clearing organizations and clearing agents |  |                 | 37,587    |            |   | 37,587   
|Receivables from brokerage customers, net                                     |  |                 | 46,281    |            |   | 46,281   
|Deposits with clearing organizations                                          |  |                 | 40,804    |            |   | 40,804   
|                                                                              |  |                
|Financial liabilities:                                                        |  |                 |           |            |   |          
|Payables to brokers, dealers and clearing organizations                       |  |                 | 112       |            |   | 112      
|Payables to brokerage customers                                               |  |                 | 1,270,539 |            |   | 1,270,539



|(11) | COMMITMENTS AND CONTINGENCIES
|---- | -----------------------------

Restricted Cash

As of March 31, 2010 and December 31, 2009, the Company had $717,000 of restricted cash supporting a ten-year lease agreement
for its corporate headquarters.

Operating Leases

The Company has a ten-year lease expiring in August 2012 (with two 5-year renewal options) that commenced in the summer of 2002 for an
approximately 70,000-square-foot corporate headquarters in Plantation, Florida. Rent escalations, free rent, and leasehold and other incentives are recognized on a straight-line basis over the initial ten-year term of this lease. In addition to
its corporate headquarters, the Company has six non-cancelable operating leases for facilities (including three data centers) with expirations ranging from January 2011 to February 2015. Future minimum lease payments as of March 31, 2010
under all operating leases are as follows (in thousands):



|           |  |   |       
|---------- |  | - | ------
|2010       |  | $ | 4,503 
|2011       |  |   | 3,709 
|2012       |  |   | 1,680 
|2013       |  |   | 177   
|2014       |  |   | 180   
|Thereafter |  |   | 30    
|           |  |   |       
|           |  | $ | 10,279
|           |  |   |       

During the three months ended March 31, 2010 and
2009, total rent expense (which is included in occupancy and equipment and data centers and communications in the accompanying consolidated statements of income) was approximately $1.7 million and $1.3 million, respectively.

Purchase Obligations

As of March 31, 2010, the Company had various purchase obligations through December 2012 totaling approximately $5.4 million as
follows: approximately $2.9 million, $1.9 million and $568,000 during the remainder of 2010, 2011, and 2012, respectively, related primarily to back office systems and telecommunications services.



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Litigation and Claims

On or about December 20, 2007, TradeStation Technologies was named as one of several defendants in a complaint filed in the United
States District Court, Southern District of Texas, styled Amacker, et. al. v. Renaissance Asset Management (RAM), et. al. Other named defendants include Anthony Michael Ramunno, Man Financial Inc., MF Global, Inc., Lind-Waldock & Company,
LLC, Vision, LP, Vision Financial Markets, LLC, R.J. OBrien & Associates, Inc., and FXCM Holdings, LLC. The initial complaint alleged that over forty plaintiffs are entitled to damages because the plaintiffs were investors in a
fraudulent commodity pool operated by Mr. Ramunno and RAM. The initial complaint alleged that TradeStation Technologies conducted trades on behalf of and at the request of Mr. Ramunno and RAM. The initial complaint attempted to allege the
following claims: (i) violations of the Commodity Exchange Act and accompanying regulations; (ii) common law fraud under Texas law; (iii) statutory fraud under the Texas Business and Commerce Code; (iv) breach of fiduciary duties
under Texas law; (v) negligent and intentional misrepresentations under Texas law; and (vi) negligence under Texas law. Plaintiffs filed a Second Amended Complaint that contained similar factual allegations and attempted to allege a single
claim for aiding and abetting liability under the Commodity Exchange Act. The Second Amended Complaint asserted actual damages of at least $32.0 million. On October 10, 2008, the court dismissed the case for failure to state a claim upon which
relief may be granted. On December 2, 2008, plaintiffs filed a notice of appeal with the United States Court of Appeals for the Fifth Circuit, and, on February 2, 2009, plaintiffs filed their Appellants Brief with that court. On
March 6, 2009, TradeStation Technologies filed its Opposition Brief. Oral arguments on the appeal were held on September 2, 2009. No decision has yet been issued by the appeals court.

TradeStation Securities was contacted by Canadian regulatory authorities regarding its acceptance of Canadian residents as clients and
trading in securities on behalf of Canadian residents without being registered in Canada. (TradeStation Securities does not accept equities accounts from Canadian residents but has, historically, accepted unsolicited futures and forex accounts from
certain provinces based on what it believed to be certain relevant exemptions or other applicable legal theories.) TradeStation Securities is cooperating with Canadian authorities. TradeStation Securities was offered the option to have this
investigation brought, discussed and resolved on a consolidated basis with all relevant Canadian provinces. On November 24, 2009 TradeStation Securities was notified that the matter was not appropriate for a global settlement and that
TradeStation Securities would have to deal with each province and territory separately. Since receiving that notification, TradeStation Securities has closed all British Columbian accounts and agreed to not open any new accounts for residents of
British Columbia without applying for registration or qualifying under an exemption. No money is being paid to British Columbia by virtue of this resolution. TradeStation Securities has also agreed to a non-public undertaking for the province of New
Brunswick to close all accounts of residents of New Brunswick by May 17, 2010 and to not open any new accounts for residents of New Brunswick without applying for registration or qualifying under an exemption. No money is being paid to New
Brunswick in connection with this undertaking. The only other province with whom TradeStation Securities has undertaken settlement discussions since the global settlement efforts ended is Nova Scotia. On December 17, 2009, Nova Scotia rejected
TradeStation Securities proposal to settle all registration issues in that province by either applying for registration or closing all resident accounts by March 31, 2010. On March 10, 2010, TradeStation Securities received a letter
from Nova Scotia offering to settle the matter for a $10,000 penalty and $2,000 in costs. On March 17, 2010, TradeStation Securities responded to this proposal by offering to agree to a penalty of $1,000 and to pay $2,000 in costs. TradeStation
Securities has not heard back from Nova Scotia regarding this proposal. TradeStation Securities has not heard from, nor has it undertaken any negotiations with, the other 10 Canadian provinces and territories. It is too early to predict the overall
outcome of this investigation, including what the aggregate amount of settlements or fines might be; however, the loss of all Canadian resident accounts would not have a material adverse impact on TradeStation Securities consolidated net
revenues or net income.



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##### Table of Contents

On or about October 15, 2009, TradeStation Securities was named as the defendant in a
complaint filed in the United States Bankruptcy Court, Southern District of New York styled In re: Arbco Capital Management, LLP, Richard OConnell, Trustee v. TradeStation Securities, Inc. The complaint alleges that the
debtor-in-bankruptcy, Arbco Capital Management, LLP, through its principal, Hayim Regensberg, operated a Ponzi scheme for which Mr. Regensberg has been sentenced to 100 months in jail. The complaint further alleges that, in 2006, the
debtor made $885,000 worth of transfers, allegedly involving TradeStation Securities, in furtherance of the Ponzi scheme and that the transfers were made with actual intent to hinder, delay and defraud some or all of the debtors then-existing
creditors. The trustee sought a judgment setting aside the transfers. On April 8, 2010, the trustee filed a Notice of Motion to abandon the claims made against TradeStation Securities. The hearing on the motion was held on May 5,
2010, and TradeStation Securities is awaiting a decision.

On or about February 9, 2010, TradeStation Securities and
TradeStation Group were named as the only defendants in a complaint filed in the United States District Court, Northern District of Illinois, Eastern Division, styled Trading Technologies International, Inc. v. TradeStation Securities, Inc. and
TradeStation Group, Inc.The complaint alleges that TradeStation Securities and TradeStation Group have infringed and continue to infringe four patents held by Trading Technologies International, Inc. The plaintiff seeks a judgment enjoining the
alleged infringement and awarding unspecified damages and costs. Neither TradeStation Securities nor TradeStation Group has been served with the complaint. It is the Companys understanding that the plaintiff has filed similar complaints
against at least five other companies. The Company has had one meeting with the plaintiff to discuss the basis of its claims and has entered into a standstill agreement to facilitate further discussions. While it is too early to predict the outcome
of this matter, management believes the case to be without merit and the Company intends to defend it vigorously.

TradeStation Securities is also engaged in routine regulatory matters and civil litigation or other dispute resolution proceedings. The
pending regulatory and other matters could ultimately result in censures, sanctions, fines, damage awards, settlement payments and/or other negative consequences.

While no assurances can be given, the Company does not believe that the ultimate outcome of any of the above legal matters or claims will
result in a material adverse effect on its consolidated financial position, results of operations or cash flows.

The Company
decided, as of June 1, 2002, to no longer carry errors or omissions insurance that covers third-party claims made by brokerage customers or software subscribers as a result of alleged human or system errors, failures, acts or omissions. This
decision was made based upon the Companys assessment of the potential risks and benefits, including significant increases in premium rates, deductibles and coinsurance amounts, reductions in available per occurrence and aggregate coverage
amounts, and the unavailability of policies that sufficiently cover the types of risks that relate to the Companys business. The Company recently reviewed this insurance with insurance agents and the Companys view remains unchanged.

Management Continuity Agreements

In December 2005, the Company entered into a management continuity agreement with three of its executive officers, one of whom is no
longer with the Company. Each management continuity agreement provides for potential severance payments during the 100-day period following a change in control, as that term is defined in the agreement, of an amount equal to up to two years of the
executives annual compensation. The management continuity agreements do not commit the Company to retain any executives services for any fixed period of time, do not provide for severance payments unless the Company undergoes a change in
control, and did not represent new hires or appointments. As of March 31, 2010, the aggregate potential severance payments under the management continuity agreements were approximately $1.3 million.



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##### Table of Contents

General Contingencies and Guarantees

In the ordinary course of business, there are various contingencies which are not reflected in the consolidated financial statements.
These include customer activities involving the execution, settlement and financing or provision of leverage for various customer securities and futures transactions. These activities may expose the Company to off-balance sheet credit risk in the
event the customers are unable to fulfill their contractual obligations.

In margin transactions, TradeStation Securities may
be obligated for credit extended to its customers by TradeStation Securities or its clearing agents that is collateralized by cash and securities in the customers accounts. In connection with securities activities, TradeStation Securities also
executes customer transactions involving the sale of securities not yet purchased (short sales), all of which are transacted on a margin basis subject to federal, self-regulatory organization and individual exchange regulations and
TradeStation Securities and its clearing agents internal policies. New short sales rules have been imposed by regulatory authorities and more may be imposed in the near future. Additionally, TradeStation Securities may be obligated for
credit extended to its customers by its clearing agents for futures transactions that are collateralized by cash and futures positions in the customers accounts. In all cases, such transactions may expose TradeStation Securities to significant
off-balance sheet credit risk in the event customer collateral is not sufficient to fully cover losses that customers may incur. In the event customers fail to satisfy their obligations, TradeStation Securities may be required to purchase or sell
financial instruments at prevailing market prices to fulfill the customers obligations.

TradeStation Securities seeks
to manage the risks associated with its customers activities by requiring customers to maintain collateral in their margin and leveraged accounts in compliance with various regulatory requirements, internal requirements, and the requirements
of clearing agents. TradeStation Securities and its clearing agents monitor required margin and leverage levels on an intra-day basis and, pursuant to such guidelines, require the customers to deposit additional collateral or to reduce positions
when necessary. For further discussion, see Note 6  RECEIVABLES FROM BROKERAGE CUSTOMERS, NET.

TradeStation Securities
borrows securities temporarily from other broker-dealers in connection with its broker-dealer business. TradeStation Securities deposits cash as collateral for the securities borrowed. Decreases in securities prices may cause the market value of the
securities borrowed to fall below the level of required collateral. In the event the counterparty to these transactions does not return the cash deposited, TradeStation Securities may be exposed to the risk of selling the securities at prevailing
market prices. TradeStation Securities seeks to manage this risk by requiring credit approvals for counterparties, by monitoring the collateral values on a daily basis, and by requiring additional collateral as needed.

The customers financing and securities settlement activities may require TradeStation Securities and its clearing agents to pledge
customer securities as collateral in support of various secured financing sources, which may include bank loans. In the event the counterparty is unable to meet its contractual obligation to return customer securities pledged as collateral,
TradeStation Securities may be exposed to the risk of needing to acquire the securities at prevailing market prices in order to satisfy its obligations. TradeStation Securities seeks to manage this risk by monitoring the market value of securities
pledged on a daily basis.

TradeStation Securities provides guarantees to its clearing organizations and exchanges under their
standard membership agreements, which require members to guarantee the performance of other members. Under the agreements, if another member becomes unable to satisfy its obligations to the clearing organization or exchange, other members would be
required to meet shortfalls. TradeStation Securities liability under these arrangements is not quantifiable. However, management believes that the possibility of TradeStation Securities being required to make payments under these arrangements
is remote. Accordingly, no liability has been recorded for these potential events.



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##### Table of Contents

|(12) | INCOME TAXES
|---- | ------------

During the
three months ended March 31, 2010, the Company recorded an income tax provision of $1.8 million based upon its current estimated annual effective income tax rate of approximately 40%. During the three months ended March 31, 2009, the
Company recorded an income tax provision of $3.1 million based upon its then-estimated annual effective income tax rate of approximately 40%.

As of March 31, 2010, for financial reporting purposes, the Company estimates that it had available for federal income tax purposes
total net operating loss carryforwards of approximately $316,000. These net operating loss carryforwards expire in 2019.

The
Company had a liability for unrecognized tax benefits of $111,000 and $301,000 as of March 31, 2010 and December 31, 2009, respectively. If this tax benefit is recognized in the consolidated financial statements, it would not have a
material impact to the Companys annual effective tax rate because the difference is temporary in nature. The Company does not anticipate any significant changes in uncertain tax positions over the next twelve months.

As of March 31, 2010, the Company was subject to federal income taxes in the U.S. and income taxes in four states, and in the United
Kingdom. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to be applied. In July 2009, the Company was notified by the Internal Revenue Service that
it would undergo a routine U.S. federal tax examination for the 2007 fiscal year. In March 2010, the Company was notified that it will also undergo a routine U.S. federal tax examination for the 2008 fiscal year and that it will undergo routine tax
examinations by a state tax authority for the 2007 and 2008 fiscal years. As of the date these financial statements were filed with the SEC, these examinations were still in progress. The Company is no longer subject to U.S. federal tax examinations
or state and local tax examinations for periods prior to 2006.

Any interest and penalties, if incurred in connection with an
income tax examination, would be recognized as components of income tax expense.



|(13) | SEGMENT AND RELATED INFORMATION
|---- | -------------------------------

TradeStation Group operates in two principal business segments: (i) brokerage services and (ii) software products and services.
After elimination of intercompany charges, 94% of the Companys consolidated net revenues in the three month periods ended March 31, 2010 and 2009, were generated by the brokerage services segment. The Company evaluates the performance of
its segments based on revenue and income before income taxes. The brokerage services segment represents the operations of TradeStation Securities and TradeStation Europe Limited and the software products and services segment represents the
operations of TradeStation Technologies. Intercompany transactions between segments are based upon intercompany licensing and support and expense-sharing agreements, which reflect current business relationships and are designed to comply with
applicable regulatory requirements. All significant intercompany transactions and balances have been eliminated in consolidation.



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|                                                                   |  |                                     |           |   |                       |   |           |  
|------------------------------------------------------------------ |  | ----------------------------------- | --------- | - | --------------------- | - | --------- | -
|                                                                   |  | For the Three MonthsEnded
March 31, |          
|                                                                   |  | 2010                                |           |   | 2009                  |  
|                                                                   |  | (in thousands)                      |          
|Revenues:                                                          |  |                                     |           |  
|Brokerage services                                                 |  |                                     |           |   |                       |   |           |  
|Revenues                                                           |  | $                                   | 26,606    |   |                       | $ | 32,687    |  
|Interest income                                                    |  |                                     | 2,281     |   |                       |   | 963       |  
|Interest expense                                                   |  |                                     |          |   |                       |   |          |  
|Unrealized gains on marketable securities                          |  |                                     | 1,221     |   |                       |   |          |  
|                                                                   |  |                                     |           |   |                       |   |           |  
|                                                                   |  |                                     | 30,108    |   |                       |   | 33,650    |  
|Software products and services                                     |  |                                     |           |   |                       |   |           |  
|Revenues                                                           |  |                                     | 16,194    |   |                       |   | 14,699    |  
|Interest income                                                    |  |                                     | 12        |   |                       |   | 32        |  
|                                                                   |  |                                     |           |   |                       |   |           |  
|                                                                   |  |                                     | 16,206    |   |                       |   | 14,731    |  
|Eliminations of intercompany charges to brokerage services segment |  |                                     | (14,224   | ) |                       |   | (12,411   | )
|                                                                   |  |                                     |           |   |                       |   |           |  
|                                                                   |  | $                                   | 32,090    |   |                       | $ | 35,970    |  
|                                                                   |  |                                     |           |   |                       |   |           |  
|                                                                   |  |                                    
|Income (loss) before income taxes:                                 |  |                                     |           |   |                       |   |           |  
|Brokerage services                                                 |  | $                                   | (2,058    | ) |                       | $ | 1,312     |  
|Software products and services                                     |  |                                     | 6,543     |   |                       |   | 6,509     |  
|                                                                   |  |                                     |           |   |                       |   |           |  
|                                                                   |  | $                                   | 4,485     |   |                       | $ | 7,821     |  
|                                                                   |  |                                     |           |   |                       |   |           |  
|                                                                   |  |                                    
|                                                                   |  | As ofMarch 31,2010                  |           |   | As ofDecember 31,2009 |  
|                                                                   |  | (in thousands)                      |          
|Identifiable assets:                                               |  |                                     |           |  
|Brokerage services                                                 |  | $                                   | 1,379,940 |   |                       | $ | 980,147   |  
|Software products and services                                     |  |                                     | 71,010    |   |                       |   | 69,049    |  
|                                                                   |  |                                     |           |   |                       |   |           |  
|                                                                   |  | $                                   | 1,450,950 |   |                       | $ | 1,049,196 |  
|                                                                   |  |                                     |           |   |                       |   |           |  



|(14) | STOCK BUY-BACK PLAN
|---- | -------------------

In
October 2006, the Companys Board of Directors authorized, and the Company announced, the use of up to $60 million of the Companys available and unrestricted cash, over a four-year period, to repurchase shares of its common stock in the
open market or through privately-negotiated transactions. The stock repurchases are authorized to be made pursuant to a Rule 10b5-1 plan. The four-year period commenced on November 13, 2006 and ends on November 12, 2010. Pursuant to the
buy-back plan, up to $1.25 million of Company cash during each full calendar month (and a prorated amount during the first and last months) of the four-year period (i.e., up to $15 million per 12-month period and up to $60 million for the four-year
period) has been authorized to be used to purchase Company shares at prevailing prices, subject to compliance with applicable securities laws, rules and regulations, including Rules 10b5-1 and 10b-18. The buy-back plan does not obligate the Company
to acquire any specific number of shares in any period, and may be modified, suspended, extended or discontinued at any time without prior notice.

During the three months ended March 31, 2010, the Company used approximately $3.7 million to purchase 518,169 shares of its common
stock at an average price of $7.19 per share. Since commencement of this buy-back plan on November 13, 2006, through March 31, 2010, the Company has used approximately $50.6 million to purchase 5,668,424 shares of its common stock at an
average price of $8.92 per share. All shares purchased have been retired. See ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  (c) Share Repurchases in PART II  OTHER INFORMATION of this report.



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

This discussion should be read and evaluated in conjunction with the Consolidated Financial Statements and the Notes to Consolidated
Financial Statements of TradeStation Group and its subsidiaries contained in this report and with the issues, uncertainties and risk factors related to our business and industry described in ITEM 1A. RISK FACTORS of PART I of the Annual
Report on Form 10-K of TradeStation Group for the year ended December 31, 2009. The results of operations for an interim period are not necessarily indicative of results for the year, or for any subsequent period.

Overview and Recent Developments

TradeStation Securities (Member NYSE, FINRA, SIPC, DTCC, OCC & NFA) is a licensed securities broker-dealer and a registered
futures commission merchant, and also a member of the Boston Options Exchange, Chicago Board Options Exchange, Chicago Stock Exchange, International Securities Exchange and NASDAQ OMX. TradeStation Securities business is also subject to the
rules and requirements of the Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC) and state regulatory authorities (the firm is registered to conduct its brokerage business in all 50 states and the District of
Columbia). TradeStation Securities self-clears most of its equities and equity and index options business, uses an established futures clearing firm to clear its futures business on an omnibus clearance basis (in January 2010, TradeStation
Securities completed a transition of its futures clearance arrangement from a fullydisclosed relationship to an omnibus clearance relationship basis with a facilities management agreement), and uses an established forex dealer firm to clear
its forex business (although TradeStation Securities is in the process of establishing itself as a principal forex dealer that will act as counterparty to customers trades on a risk-free basis through the use of an established electronic
market matching service and a prime brokerage relationship with a large U.S. financial firm).

TradeStation Securities
revenues consist primarily of transactional commissions and fees (including monthly platform fees), and interest income derived from customer cash balances and margin lending to customers.

As of March 31, 2010, TradeStation Securities had 47,026 equities, futures and forex accounts (the vast majority of which were
equities and futures accounts), a net increase of 850 accounts, or 2%, when compared to 46,176 accounts as of December 31, 2009, and a net increase of 3,011 accounts, or 7%, when compared to 44,015 accounts as of March 31, 2009. A
brokerage account is defined as an account that either has a positive asset balance of at least $200 or has had activity within the past 180 days. In other words, an account is deemed inactive and is not included in counting total brokerage accounts
if it has had less than a $200 balance and has had no activity within the past 180 days.



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During the three months ended March 31, 2010, TradeStation Securities brokerage
customer accounts had 80,192 daily average revenue trades (often called DARTs), a decrease of 24% when compared to 105,825 DARTs during the three months ended March 31, 2009. The following table presents certain brokerage metrics
and account information:



|                                                   |  |                                    |        |      |   |         |  |     |  
|-------------------------------------------------- |  | ---------------------------------- | ------ | ---- | - | ------- |  | --- | -
|                                                   |  | For the ThreeMonths
EndedMarch 31, |       
|                                                   |  | 2010                               |        | 2009 |   | %Change | 
|                                                   |  |                                    |       
|Daily average revenue trades (DARTs)               |  |                                    | 80,192 |      |   | 105,825 |  | (24 | )
|                                                   |  |                                    |       
|Self-clearing Client Balances                      |  |                                    |        |      |   |         |  |     |  
|Average equities client credit balances (millions) |  | $                                  | 879    |      | $ | 694     |  | 27  |  
|Average equities client margin balances (millions) |  | $                                  | 48     |      | $ | 29      |  | 66  |  
|                                                   |  |                                    |       
|Client Trading Activity  Per Account              |  |                                    |        |      |   |         |  |     |  
|Annualized trades                                  |  |                                    | 434    |      |   | 617     |  | (30 | )
|Annualized average net revenue                     |  | $                                  | 2,652  |      | $ | 3,195   |  | (17 | )



|                                      |  |                 |        |      |   |         |  |   
|------------------------------------- |  | --------------- | ------ | ---- | - | ------- |  | --
|                                      |  | As of March 31,
|                                      |  | 2010            |        | 2009 |   | %Change
|Client Account Information            |  |                 |        |      |   |         |  |   
|                                      |  |                 |       
|Total brokerage accounts              |  |                 | 47,026 |      |   | 44,015  |  | 7 
|                                      |  |                 |       
|Average assets per account  equities |  | $               | 69,000 |      | $ | 60,000  |  | 15
|Average assets per account  futures  |  | $               | 20,000 |      | $ | 18,000  |  | 11

We compute DARTs as
follows: For equities and equity and index options, a revenue trade included to calculate DARTs is a commissionable trade order placed by the customer and executed, regardless of the number of shares or contracts included in the trade order. For
futures and forex, a revenue trade included to calculate DARTs is one round-turn commissionable futures contract traded, or one round-turn lot (or forex deal) traded, regardless of the number of individual orders made and executed (i.e., one futures
or forex order may contain numerous contracts or deals, but each round-turn contract and deal is counted as a separate revenue trade). When viewing our DARTs, it should be taken into account that, for equities and equity and index options, we charge
commissions based on share volume (except for equities customers who opt for our per-trade basis commission structure commonly referred to as flat-ticket or flat-commission), and number of contracts traded. For futures, we
charge commissions on a per contract basis (so each futures revenue trade included to calculate DARTs represents a round-turn commissionable contract traded). It should be noted that all DARTs are not equal. The revenue we derive from each revenue
trade depends on the asset in question (equities, equity and index options, futures, forex  each has a different per unit revenue structure and cost structure), and, within each asset class, revenue per equity, contract or deal varies to the
extent higher volume traders receive more favorable pricing, which they often do.

TradeStation Technologies, the
companys other established operating subsidiary, owns all of our intellectual property. TradeStation Technologies also provides subscription services for TradeStation. The subscription version of TradeStationis an
institutional-quality service that offers strategy trading software tools that generate real-time buy and sell alerts based upon the subscribers programmed strategies, but does not include order execution. Subscribers are charged a monthly
subscription fee.

TradeStation Europe Limited is our subsidiary in the United Kingdom. In February 2006, TradeStation Europe
became authorized by the United Kingdoms FSA to act as a Securities and Futures Firm in the United Kingdom to introduce accounts to TradeStation Securities. The FSA category of authorization is ISD Category D Arranger, meaning that
TradeStation Europe may solicit and introduce UK clients who are active, experienced traders to its US affiliate for equities, options, futures and forex account services. In February 2007, TradeStation Europe obtained its Passport
pursuant to which the company may use its FSA authorization to qualify to conduct similar business throughout the European Economic Area. As of March 31, 2010, and through the date of the filing of this report, TradeStation Europes
operations and net assets are not considered to be material to our consolidated financial statements.



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We are in the process of launching our new TradeStation Prime Services division.
TradeStation Prime Servicesseeks to fill the growing need of start-up to mid-sized hedge funds, registered investment advisers, professional traders and asset managers for quality prime brokerage services which are no longer being provided
by the larger firms that traditionally served this market segment, as well as to help serve the requirement of many hedge funds (and their investors) that multiple prime brokerage relationships be maintained (to spread the risk of failure of the
prime brokerage firm or relationship). TradeStation Prime Services intends to provide execution platforms, including TradeStation, clearance and settlement of trades, and a variety of services, including start-up assistance, outsourced/direct
access trading, real-time risk management, portfolio reporting, securities lending, commission sharing agreements and capital introductions for its clients.

Critical Accounting Policies and Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those
estimates. Our significant accounting policies are described in Note 2 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2009  SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES. The following areas are particularly subject to managements judgments and estimates or are key components of our results of operations, and actual differences could materially affect our consolidated results of operations and
financial position: Brokerage Commissions and Fees, Net Interest Income, Income Taxes, and Uninsured Loss Reserves. These areas are discussed in further detail under the heading Critical Accounting Policies and Estimates in ITEM 7
of our Annual Report on Form 10-K for the year ended December 31, 2009.

Results of Operations

For the three months ended March 31, 2010 and 2009, we operated in two principal business segments: (i) brokerage services and
(ii) software products and services. The brokerage services segment represents the operations of TradeStation Securities and TradeStation Europe Limited and the software products and services segment represents the operations of TradeStation
Technologies. We ceased marketing our legacy software products and subscription software services in the U.S. market in 2000. Our primary sources of consolidated revenue are currently generated from the brokerage services segment, and the brokerage
services segment should continue to produce most of our revenues for the foreseeable future. After elimination of intercompany charges, for the three months ended March 31, 2010 and March 31, 2009, the brokerage services segment accounted
for approximately 94% of our consolidated net revenues. Given the size of that percentage, other than our discussion and table in Note 13  SEGMENT AND RELATED INFORMATION in ITEM 1. FINANCIAL STATEMENTS of PART I of this report, we will
discuss our results of operations for the overall company instead of on a segmented basis. The following table presents, for the periods indicated, our consolidated statements of income data and presentation of that data as a percentage of change
from period to period (unaudited):



|                                          |  |                                     |        |      |   |        |  |   |        |   |  |     |  
|----------------------------------------- |  | ----------------------------------- | ------ | ---- | - | ------ |  | - | ------ | - |  | --- | -
|                                          |  | For The Three MonthsEnded
March 31, |       
|                                          |  |                                     |        |      |   | Change | 
|                                          |  | 2010                                |        | 2009 |   | $      |  |   | %      |  
|                                          |  | (In thousands, except percentages)  |       
|Revenues:                                 |  |                                     |        |      |   |        |  |   |        |   |  |     |  
|Brokerage commissions and fees            |  | $                                   | 26,948 |      | $ | 32,935 |  | $ | (5,987 | ) |  | (18 | )
|                                          |  |                                     |        |     
|Interest income                           |  |                                     | 2,293  |      |   | 995    |  |   | 1,298  |   |  | 130 |  
|Brokerage interest expense                |  |                                     |       |      |   |       |  |   |       |   |  |    |  
|                                          |  |                                     |        |      |   |        |  |   |        |   |  |     |  
|Net interest income                       |  |                                     | 2,293  |      |   | 995    |  |   | 1,298  |   |  | 130 |  
|                                          |  |                                     |        |     
|Subscription fees and other               |  |                                     | 1,628  |      |   | 2,040  |  |   | (412   | ) |  | (20 | )
|                                          |  |                                     |        |     
|Unrealized gains on marketable securities |  |                                     | 1,221  |      |   |       |  |   | 1,221  |   |  |    |  
|                                          |  |                                     |        |      |   |        |  |   |        |   |  |     |  
|                                          |  |                                     |        |     
|Net revenues                              |  |                                     | 32,090 |      |   | 35,970 |  |   | (3,880 | ) |  | (11 | )
|                                          |  |                                     |        |      |   |        |  |   |        |   |  |     |  
|                                          |  |                                     |        |     
|Expenses:                                 |  |                                     |        |      |   |        |  |   |        |   |  |     |  
|Employee compensation and benefits        |  |                                     | 11,194 |      |   | 10,499 |  |   | 695    |   |  | 7   |  
|Clearing and execution                    |  |                                     | 7,184  |      |   | 8,848  |  |   | (1,664 | ) |  | (19 | )
|Data centers and communications           |  |                                     | 3,502  |      |   | 2,762  |  |   | 740    |   |  | 27  |  
|Marketing                                 |  |                                     | 1,532  |      |   | 1,802  |  |   | (270   | ) |  | (15 | )
|Professional services                     |  |                                     | 697    |      |   | 848    |  |   | (151   | ) |  | (18 | )
|Occupancy and equipment                   |  |                                     | 752    |      |   | 737    |  |   | 15     |   |  | 2   |  
|Depreciation and amortization             |  |                                     | 950    |      |   | 1,129  |  |   | (179   | ) |  | (16 | )
|Other                                     |  |                                     | 1,794  |      |   | 1,524  |  |   | 270    |   |  | 18  |  
|                                          |  |                                     |        |      |   |        |  |   |        |   |  |     |  
|                                          |  |                                     |        |     
|Total expenses                            |  |                                     | 27,605 |      |   | 28,149 |  |   | (544   | ) |  | (2  | )
|                                          |  |                                     |        |      |   |        |  |   |        |   |  |     |  
|                                          |  |                                     |        |     
|Income before income taxes                |  |                                     | 4,485  |      |   | 7,821  |  |   | (3,336 | ) |  | (43 | )
|                                          |  |                                     |        |     
|Income tax provision                      |  |                                     | 1,811  |      |   | 3,141  |  |   | (1,330 | ) |  | (42 | )
|                                          |  |                                     |        |      |   |        |  |   |        |   |  |     |  
|                                          |  |                                     |        |     
|Net income                                |  | $                                   | 2,674  |      | $ | 4,680  |  | $ | (2,006 | ) |  | (43 | )
|                                          |  |                                     |        |      |   |        |  |   |        |   |  |     |  



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Three Months Ended March 31, 2010 and 2009

Net revenues were $32.1 million for the three months ended March 31, 2010, compared to $36.0 million for the three months ended
March 31, 2009, a decrease of $3.9 million, or 11%. The primary reason for this decline was decreased brokerage commissions and fees of $6.0 million, or 18%, as a result, we believe, of lower market volatility, partially offset by a $1.3
million, or 130%, increase in net interest income and $1.2 million of unrealized gains on marketable securities during the three months ended March 31, 2010. The increase in interest income was a result primarily of investments in longer-term
U.S. Treasury securities, TradeStations conversion of its futures business to omnibus clearing (beginning in January 2010 we have custody and control of futures client account assets), and an increase in our receivables from brokerage
customers (margin balances). The unrealized gains on marketable securities of $1.2 million were a result of marking our broker-dealers U.S. Treasury securities to fair value. If TradeStation Securities holds its current portfolio of U.S.
Treasury securities until maturity, the unrealized gains of $1.2 million will reverse between March 31, 2010 and the maturity of each U.S. Treasury security as unrealized losses. As of March 31, 2010, the weighted average remaining
maturity term of these investments was approximately 8 months. Changes in the fair values of these and future investments may result in unrealized gains and losses, or, if such instruments are sold, realized gains or losses.

Net income was approximately $2.7 million for the three months ended March 31, 2010, compared to $4.7 million for the three months
ended March 31, 2009, a decrease of $2.0 million, or 43%. The decrease resulted primarily from a decrease of $6.0 million, or 18%, in brokerage commissions and fees, and a $1.1 million, or 6%, increase in total expenses, net of clearing and
execution expenses, partially offset by a $1.7 million, or 19%, decrease in clearing and execution costs, which resulted from the decrease in brokerage commissions and fees, a $1.3 million, or 130%, increase in interest income, a $1.3 million, or
42%, decrease in income tax provision, and $1.2 million of unrealized gains on marketable securities during the three months ended March 31, 2010.



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Income before income taxes was $4.5 million (14% of net revenues) for the three months ended
March 31, 2010, compared to $7.8 million (22% of net revenues) for the three months ended March 31, 2009, a decrease of $3.3 million, or 43%. Our $3.3 million decrease in income before income taxes was due primarily to our decrease in
brokerage commissions and fees of $6.0 million, our increased data centers and communications costs of $740,000, and our $695,000 increase in employee compensation and benefits expense (mostly in our technology development departments), partially
offset by an increase in net interest income of $1.3 million, unrealized gains on marketable securities of $1.2 million during the three months ended March 31, 2010, and a decrease in clearing and execution costs of $1.7 million. Our pre-tax
margin (income before income taxes divided by net revenues) decreased from 22% to 14% due primarily to the decrease in brokerage commissions and fees, the increase in data centers and communications expenses, and the increase in employee
compensation and benefits expenses, partially offset by the increase in net interest income, unrealized gains on marketable securities during the three months ended March 31, 2010, and the decrease in clearing and execution costs.

During the three months ended March 31, 2010, we recorded an income tax provision of $1.8 million based upon our current estimated
annual effective income tax rate of approximately 40%. During the three months ended March 31, 2009, we recorded an income tax provision of $3.1 million based upon our then-estimated annual effective income tax rate of approximately 40%. See
Income Taxes below.

Revenues

Brokerage Commissions and Fees  Brokerage commissions and fees consist of commissions for equities, futures and forex
transactions and, to a lesser extent, monthly platform and other fees earned from brokerage customers using the TradeStationonline trading platform. For the three months ended March 31, 2010, brokerage commissions and fees were
approximately $26.9 million, compared to $32.9 million for the three months ended March 31, 2009. This $6.0 million, or 18%, decrease was due primarily to decreased brokerage commissions of $7.1 million from lower trading volume related mostly,
we believe, to lower market volatility during the 2010 first quarter as compared to the 2009 first quarter (generally, as market volatility decreases our customer accounts trade volume decreases), partially offset by an increase in forex
revenue of $472,000 (resulting from more favorable terms achieved through the improvement of our forex contract with our clearing agent) and an increase in platform fees of $333,000. We continuously review and assess our pricing, which includes
commissions and platform and other fees, and we may adjust such fees from time to time in response to competitive pressures if and when they arise or as strategic pricing initiatives.

Interest Income Interest income consists of interest earned from self-clearing operations (primarily, interest earned on
brokerage customer cash balances and interest earned from brokerage customer margin lending balances), interest earned from customer cash balances of our futures customers (on January 4, 2010, we converted our futures accounts from a fully
disclosed basis to an omnibus relationship with our clearing agent), and interest from corporate cash and cash equivalents and marketable securities. For the three months ended March 31, 2010, interest income was $2.3 million, compared to
$995,000 for the three months ended March 31, 2009. This $1.3 million, or 130%, increase was due primarily to investments in longer-term U.S. Treasury securities, TradeStations conversion of its futures business to an omnibus relationship
with its clearing agent, and an increase in our receivables from brokerage customers (margin balances). The conversion to a futures omnibus relationship with our clearing agent increased our customer funds by $349.0 million on January 4, 2010.
The average margin balances increased to an average of $48.0 million during the first quarter of 2010, compared to the average balance of $29.5 million during the first quarter of 2009. During the 2009 second quarter, the Company reallocated most of
its investments to U.S. Treasury securities, and, to a lesser extent, money market funds that invest primarily in U.S. Treasury securities (collectively, U.S. Treasury Investments). As a result, the Companys interest income is now
affected principally by the yields obtained from such investments. The Companys interest income has historically been dependent upon the federal funds daily effective rate and the federal funds target rate of interest. Historically, the
weighted average rate of interest for equities accounts was based upon the federal funds daily effective rate of interest and, for futures accounts, was based on the federal funds target rate of interest. We estimate, based on the size and nature of
our customer assets as of March 31, 2010 (and assuming for these purposes that the size and nature of our customer assets do not change), that each basis point increase or decrease in the U.S. Treasury Investments yield (based upon the tenor of
the U.S. Treasury Investments) will impact our annual net income by approximately $41,000. Interest income for future periods may be materially affected by: changes in the U.S. Treasury Investments yield and the extent, if any, to which our customer
cash account balances and/or margin lending balances increase or decrease; and any decisions we may make to provide more or less favorable debit or credit interest rates to our customers.



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Brokerage Interest Expense Brokerage interest expense consists of amounts paid
or payable to brokerage customers based on credit balances maintained in brokerage accounts and other brokerage-related interest expense. Brokerage interest expense does not include interest on company borrowings, which, if any, would be included in
Expenses  Otherbelow. We did not incur any interest expense during the three months ended March 31, 2010 or 2009. Factors that could affect brokerage interest expense in the future include: the growth (if any) and mix of business
in our brokerage customer base among equities, futures and forex; average assets per account and the portion of account assets held in cash; and future decisions concerning credit or debit interest rates offered to our equities, futures and forex
customers (as a result of changes in short-term interest rates or for other business reasons).

Subscription Fees and Other Subscription fees and other revenues consist of, primarily, monthly fees earned for providing streaming real-time, Internet-based trading analysis software tools and market data services to non-brokerage customers and, to a lesser extent,
fees for our training workshops that help customers take fuller advantage of the features and functions of the TradeStationelectronic trading platform, direct sales of our legacy customer software products and royalties and similar fees
received from third parties whose customers use our legacy software products. For the three months ended March 31, 2010, subscription fees and other revenues were approximately $1.6 million, compared to $2.0 million during the three months
ended March 31, 2009. The amount of subscription fees in the future will depend upon the number of subscription terminations and the number of new subscriptions each month. Subscription services and legacy customer software products have not
been actively marketed in the U.S. since 2000, so it is expected that subscription terminations will continue to exceed new subscriptions.

Unrealized gains and losses on Marketable Securities Unrealized gains and losses on marketable securities consist of
unrealized gains or losses from TradeStation Securities investments in U.S. Treasury Investments. For the three months ended March 31, 2010, unrealized gains on marketable securities were approximately $1.2 million. TradeStation
Securities did not have any unrealized gains or losses during the three months ended March 31, 2009.

Expenses

Employee Compensation and Benefits Employee compensation and benefits expenses consist primarily of employee salaries, sales
commissions and bonuses, stock-based compensation and, to a lesser extent, payroll taxes, employee benefits (including group health insurance and employer contributions to benefit programs), recruitment, temporary employee services and other related
employee costs. Employee compensation and benefits expenses were $11.2 million for the three months ended March 31, 2010, compared to $10.5 million for the three months ended March 31, 2009, an increase of approximately $695,000, or 7%.
This increase was due primarily to increases in wages paid to employees of $1.1 million, due primarily to increased headcount (mostly in our technology development departments) and merit salary increases for employees excluding senior management
(effective January 2010), partially offset by decreased commissions of $513,000, due primarily to reduced trading volume, and decreases in bonuses of $160,000. During the three months ended March 31, 2010, there was an average of 396 full-time
equivalent employees, compared to 364 full-time equivalent employees during the three months ended March 31, 2009. Employee compensation and benefits expenses are anticipated to increase during the remainder of 2010 due to planned additions to
employee headcount to support our business goals.



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Clearing and Execution  Clearing and execution expenses include the costs
associated with executing and clearing customer trades, including fees paid to clearing agents and clearing organizations, exchanges and other market centers, fees and royalties paid for the licensing of self-clearing, back-office software systems
and related services, and commissions paid to third-party broker-dealers. Clearing and execution expenses were approximately $7.2 million for the three months ended March 31, 2010, compared to $8.8 million for the three months ended
March 31, 2009, a decrease of approximately $1.7 million, or 19%. The decrease in clearing and execution expenses, which as a percentage of brokerage commissions and fees was 27% during the three months ended March 31, 2010 and
March 31, 2009, was due primarily to our decrease in brokerage commissions and fees.

Data Centers and
Communications  Data centers and communications expenses consist of: (i) data communications costs necessary to connect our server farms directly to electronic marketplaces, data sources and to each other; (ii) data
communications costs and rack space at our facilities where the data server farms are located; (iii) data distribution and exchange fees; and (iv) telephone, Internet and other communications costs. Data centers and communications expenses
were $3.5 million for the three months ended March 31, 2010, compared to $2.8 million for the three months ended March 31, 2009, an increase of $740,000, or 27%. This increase was due primarily to increases in rack space, power and
bandwidth charges at our server farms of $414,000 and a $245,000 increase in circuit costs to connect our server farms to data providers and electronic marketplaces.

Marketing  Marketing expenses are comprised of marketing programs, primarily: advertising in various media, including
Internet, direct mail, television and print media; account opening kits, and related postage; brochures; and other promotional items, including exhibit costs for industry events. Marketing expenses were $1.5 million for the three months ended
March 31, 2010, compared to $1.8 million for the three months ended March 31, 2009, a decrease of $270,000, or 15%. Our marketing expenses in future quarters may vary significantly as a result of several factors, which may include the
success of current and future sales and marketing campaigns and strategies, the mix of advertising media we use for marketing, the launch or release of new platform versions, products or services, the offering of sales seminars, and economic and
market conditions.

Professional Services  Professional services expenses consist of fees for legal, accounting,
tax, and other professional and consulting services. Professional services expenses were approximately $697,000 for the three months ended March 31, 2010, compared to $848,000 for the three months ended March 31, 2009, a decrease of
$151,000, or 18%. The variance is primarily the result of decreases in consulting fees and legal fees.

Occupancy and
Equipment Occupancy and equipment expenses consist of rent, utilities, property taxes, repairs, maintenance and other expenses pertaining to our office and facilities space. Occupancy and equipment expenses were $752,000 for the three
months ended March 31, 2010, compared to $737,000 for the three months ended March 31, 2009, an increase of $15,000, or 2%.

Depreciation and Amortization  Depreciation and amortization expenses consist primarily of depreciation on property and
equipment and, to a lesser extent, amortization of intangible assets. Depreciation and amortization expenses were $950,000 for the three months ended March 31, 2010, compared to $1.1 million for the three months ended March 31, 2009, a
decrease of $179,000, or 16%. Depreciation expense may increase in the future based upon the level of capital expenditures we deem necessary to support our current business and the growth in our business (assuming that growth occurs) and to enhance
and improve the quality, reliability, speed and capacity of our brokerage services and systems. See Liquidity and Capital Resources below.

Other  Other expenses consist of insurance, regulatory fees and related costs, employee travel and entertainment,
settlements for legal matters, costs related to training workshops, software maintenance, public company expenses, supplies, postage, exchange memberships, customer debits and errors, bank charges and other administrative expenses. Other expenses
were $1.8 million for the three months ended March 31, 2010 and $1.5 million for the three months ended March 31, 2009, an increase of $270,000, or 18%.



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Variability of Quarterly Results

The operating results for any quarter are not necessarily indicative of results for any future period or for the full year. Our quarterly
revenues and operating results have varied in the past, and are likely to vary in the future. Such fluctuations may result in volatility in the price of our common stock. Our stock price has been very volatile throughout our history as a public
company. For information regarding the risks related to the variability of quarterly results, see ITEM 1A. RISK FACTORS of PART I of the Annual Report on Form 10-K of TradeStation Group for the year ended December 31, 2009.

Income Taxes

During the three months ended March 31, 2010, we recorded an income tax provision of $1.8 million based upon our current estimated
annual effective income tax rate of approximately 40%. During the three months ended March 31, 2009, we recorded an income tax provision of $3.1 million based upon our then-estimated annual effective income tax rate of approximately 40%.

As of March 31, 2010, for financial reporting purposes, we estimate that we had available for federal income tax
purposes total net operating loss carryforwards of approximately $316,000. These net operating loss carryforwards expire in 2019.

We had unrecognized tax benefits of $111,000 and $301,000 as of March 31, 2010 and December 31, 2009, respectively. If these
tax benefits had been recognized in the consolidated financial statements, they would not have had a material impact on our annual effective tax rate because the difference is temporary in nature. We do not anticipate any significant changes in
uncertain tax positions over the next twelve months.

We are currently undergoing routine U.S. federal tax examinations by the
Internal Revenue Service for the 2007 and 2008 fiscal years and routine tax examinations by a state tax authority for the 2007 and 2008 fiscal years. We are no longer subject to U.S. federal tax examinations or state and local tax examinations for
periods prior to 2006.

See Note 12  INCOME TAXES in ITEM 1. FINANCIAL STATEMENTS of PART I of this report for
additional discussion of income taxes.

Liquidity and Capital Resources

As of March 31, 2010, we had cash and cash equivalents of approximately $87.5 million, of which $717,000 was restricted in support of
a facility lease. We had marketable securities of approximately $32.9 million as of March 31, 2010, of which $5.7 million could be tendered for sale upon notice (generally no longer than seven days) to the remarketing agent. The remaining $27.2
million was composed of U.S. Treasury Bills with original maturities greater than three months. On April 1, 2010, as a result of TradeStation Securities March 31, 2010 month-end calculation under Rule 15c3-1 of the Securities
Exchange Act of 1934 (see below), $10.0 million was transferred to cash and investments segregated in compliance with federal regulations from marketable securities.

As of March 31, 2010, TradeStation Securities had: $1.19 billion of cash and investments (U.S. Treasury Bills and U.S. Treasury
Notes) segregated in compliance with federal regulations in special reserve bank accounts for the exclusive benefit of customers under Rule 15c3-3 of the Securities Exchange Act of 1934 and other regulations; receivables from brokerage
customers, net of $46.3 million; and receivables from brokers, dealers, clearing organizations and clearing agents of $37.6 million. Receivables from brokerage customers, net are principally client margin loans which are demand loan obligations in
customer equities accounts secured in part by cash and/or readily marketable securities. Receivables from and payables to brokers, dealers, clearing organizations and clearing agents represent, primarily, current open transactions which usually
settle, or can be closed out, within a few business days.



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Liquidity needs relating to client trading and margin borrowing activities are met primarily
through cash balances in brokerage customer accounts, which were $1.27 billion at March 31, 2010. Management believes that brokerage cash balances and operating earnings will continue to be the primary source of liquidity for TradeStation
Securities.

TradeStation Securities is subject to the net capital requirements of the SECs Uniform Net Capital Rule
(Rule 15c3-1), which is administered by the SEC and the Financial Industry Regulatory Authority (FINRA), and the Commodity Futures Trading Commissions (CFTC) financial requirement (Regulation 1.17 under the Commodity Exchange Act), which is
administered by the CFTC and the National Futures Association. Under these requirements, TradeStation Securities calculates its net capital requirements using the alternative method, which requires the maintenance of minimum net capital,
as defined by the rules, equal to the greater of (i) $1,000,000; (ii) 8.0% of domestic and foreign domiciled customer and non-customer (excluding proprietary) risk maintenance margin/performance bond requirements for all domestic and
foreign futures, options on futures contracts and cleared over-the-counter derivatives positions excluding the risk margin associated with naked long option positions; and (iii) 2.0% of aggregate customer debit balances. Customer debit items
are a function of customer margin receivables and may fluctuate significantly, resulting in a significant fluctuation in our net capital requirements. At March 31, 2010, TradeStation Securities had net capital of approximately $80.7 million
(81% of aggregate debit items), which was approximately $77.9 million in excess of its required net capital of approximately $2.8 million.

In addition to net capital requirements, as a self-clearing broker-dealer TradeStation Securities is subject to DTCC, OCC, and other cash
deposit requirements, which are and may continue to be large in relation to the companys total liquid assets, and which may fluctuate significantly from time to time based upon the nature and size of TradeStation Securities active trader
clients securities trading activity. As of March 31, 2010, we had security deposits and U.S. Treasury Bills totaling $40.8 million with clearing organizations for the self-clearing of equities and standardized equity option trades. Our
cash deposits with DTCC and OCC fluctuate significantly, and may increase or decrease significantly in future periods.

As of
March 31, 2010, we had no long-term debt obligations or capital lease obligations. A summary of our operating lease obligations and minimum purchase obligations (primarily related to back-office systems and telecommunications services) is as
follows (in thousands):



|                            |  |                        |        |      |   |            |  |           |       |  |   |    
|--------------------------- |  | ---------------------- | ------ | ---- | - | ---------- |  | --------- | ----- |  | - | ---
|                            |  | Payments Due By Period
|                            |  | Total                  |        | 2010 |   | 2011 -2012 |  | 2013-2015
|                            |  |                        |        |     
|Contractual obligations     |  |                        |        |      |   |            |  |           |       |  |   |    
|                            |  |                        |        |     
|Operating lease obligations |  | $                      | 10,279 |      | $ | 4,503      |  | $         | 5,389 |  | $ | 387
|                            |  |                        |        |     
|Purchase obligations        |  |                        | 5,396  |      |   | 2,888      |  |           | 2,508 |  |   |   
|                            |  |                        |        |      |   |            |  |           |       |  |   |    
|                            |  |                        |        |     
|Total                       |  | $                      | 15,675 |      | $ | 7,391      |  | $         | 7,897 |  | $ | 387
|                            |  |                        |        |      |   |            |  |           |       |  |   |    

We have no operating lease obligations or minimum
purchase obligations extending beyond 2015.

In addition to the purchase obligations set forth in the table above, we
currently anticipate, in order to provide for growth of our business (there being no assurance growth will occur), capital expenditures of approximately $7.0 million for the remainder of 2010. These capital expenditures are primarily for the
purchase of computer hardware and to support the growth of our data server farms and back-office systems to help support our business. These expenditures are expected to be funded through operating cash flows, capital leases, or a combination of the
two.



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In October 2006, our board of directors authorized, and we announced, the use of up to $60
million of our available and unrestricted cash, over a four-year period, to repurchase shares of our common stock in the open market or through privately-negotiated transactions. The stock repurchases are authorized to be made pursuant to a Rule
10b5-1 plan. The four-year period commenced on November 13, 2006 and ends on November 12, 2010. Pursuant to the buy-back plan, up to $1.25 million of company cash during each full calendar month (and a prorated amount during the first and
last months) of the four-year period (i.e., up to $15 million per 12-month period and up to $60 million for the four-year period) has been authorized to be used to purchase company shares at prevailing prices, subject to compliance with applicable
securities laws, rules and regulations, including Rules 10b5-1 and 10b-18. The buy-back plan does not obligate us to acquire any specific number of shares in any period, and may be modified, suspended, extended or discontinued at any time without
prior notice. For the three months ended March 31, 2010, we used approximately $3.7 million to purchase 518,169 shares of our common stock at an average price of $7.19 per share. Since commencement of this buy-back plan on November 13,
2006, through March 31, 2010, we used approximately $50.6 million to purchase 5,668,424 shares of our common stock at an average price of $8.92 per share. All shares purchased have been retired. See ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS  (c) Share Repurchases in PART II  OTHER INFORMATION of this report.

We anticipate that our available cash resources and cash flows from operations will be sufficient to meet our presently anticipated
working capital and capital expenditure requirements through at least the next twelve months.

Net cash provided by operating
activities totaled approximately $20.6 million during the three months ended March 31, 2010, compared to net cash provided by operating activities of $34.3 million during the three months ended March 31, 2009. The decrease of $13.7 million
was due primarily to a decrease in net income, as adjusted for non-cash items, of $3.5 million, changes in net brokerage assets of $8.9 million and net changes of $1.3 million in non-brokerage working capital items. The increase in net brokerage
assets was primarily a result of $10.0 million in excess reserve deposits transferred from our marketable securities during the three months ended March 31, 2010 in connection with TradeStation Securities conversion to a futures omnibus
arrangement.

Investing activities provided cash of $12.9 million during the three months ended March 31, 2010, compared
to net cash used by investing activities of $21.5 million during the three months ended March 31, 2009. The increase of $34.4 million was due primarily to a decrease of $10.3 million in purchases of available-for-sale marketable securities and
proceeds from maturing available-for-sale marketable securities of $25.5 million, partially offset by an increase of $1.4 million in capital expenditures. The increase in capital expenditures primarily related to purchases of computer hardware to
support the growth of our data server farms and computer software to support our growing infrastructure.

Financing activities
used cash of $3.4 million during each of the three months ended March 31, 2010 and March 31, 2009. The primary use of cash during each period was the repurchase of company shares.

Recently Issued Accounting Standards

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Codification (ASU) No. 2010-06, Improving
Disclosures about Fair Value Measurements (ASU 2010-06). ASU 2010-06 amends the Fair Value Measurements and Disclosures Topic to require additional disclosures regarding fair value measurements. The amended guidance requires entities to disclose
additional information regarding assets and liabilities that are transferred between levels of the fair value hierarchy. Entities are also required to disclose information in the Level 3 rollforward about purchases, sales, issuances and settlements
on a gross basis. In addition to these new disclosure requirements, ASU 2010-06 clarifies existing guidance pertaining to the level of disaggregation at which fair value disclosures should be made and the requirements to disclose information about
the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. The guidance in ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the requirement
to separately disclose purchases, sales, issuances and settlements in the Level 3 rollforward, which becomes effective for fiscal years (and for interim periods within those fiscal years) beginning after December 15, 2010. Our adoption of ASU
2010-06, effective January 1, 2010, did not have a material impact on our consolidated financial position, results of operations or cash flows during the three months ended March 31, 2010. We do not expect the deferred portion of the
adoption of ASU 2010-06 to have a material impact on our consolidated financial statements.



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Off-Balance Sheet Arrangements

In the ordinary course of business, there are various contingencies which are not reflected in the consolidated financial statements. In
addition to the operating leases and purchase commitments discussed above, these include customer activities involving the execution, settlement and financing or provision of leverage for various customer securities and futures transactions. These
activities may expose the company to off-balance sheet credit risk in the event the customers are unable to fulfill their contractual obligations.

Nearly all TradeStation Securities equities customer accounts are margin accounts and all futures and forex accounts use leverage. In
margin transactions, TradeStation Securities may be obligated for credit extended to its customers by it or its clearing agents that are collateralized by cash and securities in the customers accounts. In connection with securities activities,
TradeStation Securities also executes customer transactions involving the sale of securities not yet purchased (short sales), all of which are transacted on a margin basis subject to federal, self-regulatory organization and individual exchange
regulations and TradeStation Securities and its clearing agents internal policies. New short sales rules have been imposed by regulatory authorities and more may be imposed in the near future. Additionally, TradeStation Securities may be
obligated for credit extended to its customers by its clearing agents for futures transactions that are collateralized by cash and futures positions in the customers accounts. In all cases, such transactions may expose TradeStation Securities
to significant off-balance sheet credit risk in the event customer collateral is not sufficient to fully cover losses that customers may incur. In the event customers fail to satisfy their obligations, TradeStation Securities may be required to
purchase or sell financial instruments at prevailing market prices to fulfill the customers obligations.

TradeStation
Securities seeks to manage the risks associated with its customers activities by requiring customers to maintain collateral in their margin and leveraged accounts in compliance with various regulatory requirements, internal requirements, and
the requirements of clearing agents. TradeStation Securities and its clearing agents monitor required margin and leverage levels on an intra-day basis and, pursuant to such guidelines, require the customers to timely deposit additional collateral or
to reduce positions when necessary.

TradeStation Securities provides guarantees to its clearing organization and exchanges
under their standard membership agreements, which require members to guarantee the performance of other members. Under the agreements, if another member becomes unable to satisfy its obligations to the clearing organization or exchanges other
members would be required to meet shortfalls. TradeStation Securities liability under these arrangements is not quantifiable. However, management believes that the possibility of the company being required to make payments under these
arrangements is remote. Accordingly, no liability has been recorded for these potential events.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a
result of fluctuations in interest rates or market prices. We have established policies, procedures and internal processes governing our management of market risks in the normal course of our business operations. We do not engage in proprietary
trading and do not hold any market risk sensitive instruments for trading purposes.

TradeStation Securities seeks to manage
the risks associated with its customers activities by requiring them to maintain margin and leverage collateral levels and reduce concentrated positions in compliance with regulatory and internal guidelines. TradeStation Securities and its
clearing agents monitor required margin and leverage levels on an intra-day basis and, pursuant to such guidelines, requires customers to deposit additional collateral, or to reduce positions, when necessary.



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As a self-clearing broker-dealer, TradeStation Securities holds interest-earning assets,
mainly customer funds required to be segregated in compliance with federal regulations. These funds totaled $1.19 billion at March 31, 2010. Interest-earning assets are financed primarily by short-term liabilities, which totaled $1.27 billion
at March 31, 2010, in the form of customer cash balances. In addition to earning interest on the customer funds segregated in compliance with federal regulations, TradeStation Securities earns a net interest spread on the difference between
amounts earned on customer margin loans and amounts paid on customer cash balances (we are currently not paying any interest to customers on their cash balances). TradeStation Securities also earns interest from interest revenue-sharing arrangements
with its clearing agents. Changes in interest rates also affect the interest earned on our cash and cash equivalents, marketable securities and security deposits. As of March 31, 2010: our cash and cash equivalents consisted primarily of
short-term U.S. Treasury Investments; our marketable securities consisted primarily of U.S. Treasury Bills and our federal tax-exempt variable rate demand note securities that are secured by a letter of credit from Bank of America (which can be
tendered for sale upon notice of no longer than seven days); and our security deposits consisted primarily of U.S. Treasury Bills and cash deposits. Most of our cash and investments segregated in compliance with federal regulations are invested in
U.S. Treasury Bills and U.S. Treasury Notes of various maturities.

We estimate, based on the size and nature of our customer
assets as of March 31, 2010 (and assuming for these purposes that the size and nature of those assets do not change), that each basis point increase or decrease in the US Treasury Investment yield, based on current maturities, results in an
annual impact of approximately $41,000 to our net income.

TradeStation Securities seeks to manage risks associated with its
securities borrowing activities by requiring credit approvals for counterparties, by monitoring the collateral values for securities borrowed on a daily basis and by obtaining additional collateral as needed. See Note 11  COMMITMENTS AND
CONTINGENCIES  General Contingencies and Guaranteesin ITEM 1. FINANCIAL STATEMENTS of PART I of this report.

Our revenues and financial instruments are denominated primarily in U.S. dollars, and we do not invest in derivative financial
instruments.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the companys
disclosure controls and procedures was made under the supervision and with the participation of the companys management, including the Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, the companys
management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the companys disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this
report. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within a company have been detected.

There have been no changes in the companys internal
control over financial reporting that occurred during the first quarter of 2010 that have materially affected, or are reasonably likely to materially affect, the companys internal control over financial reporting.



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PART II - OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

On or
about December 20, 2007, TradeStation Technologies was named as one of several defendants in a complaint filed in the United States District Court, Southern District of Texas, styled Amacker, et. al. v. Renaissance Asset Management (RAM), et.
al. Other named defendants include Anthony Michael Ramunno, Man Financial Inc., MF Global, Inc., Lind-Waldock & Company, LLC, Vision, LP, Vision Financial Markets, LLC, R.J. OBrien & Associates, Inc., and FXCM Holdings, LLC.
The initial complaint alleged that over forty plaintiffs are entitled to damages because the plaintiffs were investors in a fraudulent commodity pool operated by Mr. Ramunno and RAM. The initial complaint alleged that TradeStation Technologies
conducted trades on behalf of and at the request of Mr. Ramunno and RAM. The initial complaint attempted to allege the following claims: (i) violations of the Commodity Exchange Act and accompanying regulations; (ii) common law fraud
under Texas law; (iii) statutory fraud under the Texas Business and Commerce Code; (iv) breach of fiduciary duties under Texas law; (v) negligent and intentional misrepresentations under Texas law; and (vi) negligence under Texas
law. Plaintiffs filed a Second Amended Complaint that contained similar factual allegations and attempted to allege a single claim for aiding and abetting liability under the Commodity Exchange Act. The Second Amended Complaint asserted actual
damages of at least $32.0 million. On October 10, 2008, the court dismissed the case for failure to state a claim upon which relief may be granted. On December 2, 2008, plaintiffs filed a notice of appeal with the United States Court of
Appeals for the Fifth Circuit, and, on February 2, 2009, plaintiffs filed their Appellants Brief with that court. On March 6, 2009, TradeStation Technologies filed its Opposition Brief. Oral arguments on the appeal were held on
September 2, 2009. No decision has yet been issued by the appeals court.

TradeStation Securities was contacted by
Canadian regulatory authorities regarding its acceptance of Canadian residents as clients and trading in securities on behalf of Canadian residents without being registered in Canada. (TradeStation Securities does not accept equities accounts from
Canadian residents but has, historically, accepted unsolicited futures and forex accounts from certain provinces based on what it believed to be certain relevant exemptions or other applicable legal theories.) TradeStation Securities is cooperating
with Canadian authorities. TradeStation Securities was offered the option to have this investigation brought, discussed and resolved on a consolidated basis with all relevant Canadian provinces. On November 24, 2009 TradeStation Securities was
notified that the matter was not appropriate for a global settlement and that TradeStation Securities would have to deal with each province and territory separately. Since receiving that notification, TradeStation Securities has closed all British
Columbian accounts and agreed to not open any new accounts for residents of British Columbia without applying for registration or qualifying under an exemption. No money is being paid to British Columbia by virtue of this resolution. TradeStation
Securities has also agreed to a non-public undertaking for the province of New Brunswick to close all accounts of residents of New Brunswick by May 17, 2010 and to not open any new accounts for residents of New Brunswick without applying for
registration or qualifying under an exemption. No money is being paid to New Brunswick in connection with this undertaking. The only other province with whom TradeStation Securities has undertaken settlement discussions since the global settlement
efforts ended is Nova Scotia. On December 17, 2009, Nova Scotia rejected TradeStation Securities proposal to settle all registration issues in that province by either applying for registration or closing all resident accounts by
March 31, 2010. On March 10, 2010, TradeStation Securities received a letter from Nova Scotia offering to settle the matter for a $10,000 penalty and $2,000 in costs. On March 17, 2010 TradeStation Securities responded to this
proposal by offering to agree to a penalty of $1,000 and to pay $2,000 in costs. TradeStation Securities has not heard back from Nova Scotia regarding this proposal. TradeStation Securities has not heard from, nor has it undertaken any negotiations
with, the other 10 Canadian provinces and territories. It is too early to predict the overall outcome of this investigation, including what the aggregate amount of settlements or fines might be; however, the loss of all Canadian resident accounts
would not have a material adverse impact on our net revenues or net income.



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On or about October 15, 2009, TradeStation Securities was named as the defendant in a
complaint filed in the United States Bankruptcy Court, Southern District of New York styled In re: Arbco Capital Management, LLP, Richard OConnell, Trustee v. TradeStation Securities, Inc. The complaint alleges that the
debtor-in-bankruptcy, Arbco Capital Management, LLP, through its principal, Hayim Regensberg, operated a Ponzi scheme for which Mr. Regensberg has been sentenced to 100 months in jail. The complaint further alleges that, in 2006, the
debtor made $885,000 worth of transfers, allegedly involving TradeStation Securities, in furtherance of the Ponzi scheme and that the transfers were made with actual intent to hinder, delay and defraud some or all of the debtors then-existing
creditors. The trustee sought a judgment setting aside the transfers. On April 8, 2010, the trustee filed a Notice of Motion to abandon the claims made against TradeStation Securities. The hearing on the motion was held on May 5,
2010, and TradeStation Securities is awaiting a decision.

On or about February 9, 2010, TradeStation Securities and
TradeStation Group were named as the only defendants in a complaint filed in the United States District Court, Northern District of Illinois, Eastern Division, styled Trading Technologies International, Inc. v. TradeStation Securities, Inc. and
TradeStation Group, Inc.The complaint alleges that TradeStation Securities and TradeStation Group have infringed and continue to infringe four patents held by Trading Technologies International, Inc. The plaintiff seeks a judgment enjoining the
alleged infringement and awarding unspecified damages and costs. Neither TradeStation Securities nor TradeStation Group has been served with the complaint. It is our understanding that the plaintiff has filed similar complaints against at least five
other companies. We have had one meeting with the plaintiff to discuss the basis of its claims and have entered into a standstill agreement to facilitate further discussions. While it is too early to predict the outcome of this matter, we believe
the case to be without merit and intend to defend it vigorously.

Also see Note 11  COMMITMENTS AND CONTINGENCIES 
Litigation and Claims in ITEM 1. FINANCIAL STATEMENTS of PART I of this report.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There have
been no material changes in risk factors during 2010 through the date of this report from those previously discussed in ITEM 1A. RISK FACTORS of PART I of the Annual Report on Form 10-K of TradeStation Group for the year ended December 31,
2009. In reading and evaluating the information set forth in this report we refer you to the issues, uncertainties and risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

(c) Share Repurchases

In
October 2006, our board of directors authorized, and we announced, the use of up to $60 million of our available and unrestricted cash, over a four-year period, to repurchase shares of our common stock in the open market or through
privately-negotiated transactions. The stock repurchases are authorized to be made pursuant to a Rule 10b5-1 plan. The four-year period commenced on November 13, 2006 and ends on November 12, 2010. Pursuant to the buy-back plan, up to
$1.25 million of company cash during each full calendar month (and a prorated amount during the first and last months) of the four-year period (i.e., up to $15 million per 12-month period and up to $60 million for the four-year period) has been
authorized to be used to purchase company shares at prevailing prices, subject to compliance with applicable securities laws, rules and regulations, including Rules 10b5-1 and 10b-18. The buy-back plan does not obligate us to acquire any specific
number of shares in any period, and may be modified, suspended, extended or discontinued at any time without prior notice.



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The following table sets forth information on our common stock buy-back program for the
quarter ended March 31, 2010:



|              |  |                               |  |                            |      |                                                                   |           |                                                                          |   |           
|------------- |  | ----------------------------- |  | -------------------------- | ---- | ----------------------------------------------------------------- | --------- | ------------------------------------------------------------------------ | - | ----------
|              |  | Totalnumber ofsharespurchased |  | Averageprice paidper share |      | Total number ofshares purchasedas part of publiclyannounced 
plan |           | Approximatedollar value ofshares that may yetbe 
purchasedunder the plan
|January 2010  |  | 162,757                       |  | $                          | 7.68 |                                                                   | 5,313,012 |                                                                          | $ | 11,750,000
|February 2010 |  | 178,103                       |  |                            | 6.88 |                                                                   | 5,491,115 |                                                                          |   | 10,500,000
|March 2010    |  | 177,309                       |  |                            | 7.05 |                                                                   | 5,668,424 |                                                                          |   | 9,250,000 
|              |  |                               |  |                            |      |                                                                   |           |                                                                          |   |           
|Total         |  | 518,169                       |  |                            | 7.19 |                                                                   |           |                                                                          |   |           
|              |  |                               |  |                            |      |                                                                   |           |                                                                          |   |           



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##### Table of Contents

|ITEM 6. | EXHIBITS
|------- | --------

The following exhibits are
filed as part of this report:



|     |  |                                                                                                                              
|---- |  | -----------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|     | 
|32.1 |  | Certification of Chief Executive Officer under 18 U.S.C. §1350.                                                              
|     | 
|32.2 |  | Certification of Chief Financial Officer under 18 U.S.C. §1350.                                                              



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



|            |  |  |  |                                                                                                          
|----------- |  |  |  | ---------------------------------------------------------------------------------------------------------
|            |  |  |  | TradeStation Group, Inc.                                                                                 
|            |  |  |  | Registrant                                                                                               
|            |  | 
|May 6, 2010 |  |  |  | /s/ David H. Fleischman                                                                                  
|Date        |  |  |  | David H. Fleischman                                                                                      
|            |  |  |  | Chief Financial Officer,
Vice President of Finance and Treasurer                                         
|            |  |  |  | (Signing in his capacity as duly authorized officer
and as Principal Financial Officer of the Registrant)



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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                              
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit                                                                                                                      
|            | 
|31.1        |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|            | 
|32.1        |  | Certification of Chief Executive Officer under 18 U.S.C. §1350.                                                              
|            | 
|32.2        |  | Certification of Chief Financial Officer under 18 U.S.C. §1350.                                                              



36