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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------
                                    FORM 10-K

(X) Annual Report Pursuant to Section 13 or 15(d) under the Securities Exchange
    Act of 1934 for the fiscal year ended September 28, 2001

( ) Transition Report Pursuant to Section 13 or 15(d) under the Securities
    Exchange Act of 1934 for the transition period from ________ to ________

                         Commission file number: 0-22163
                               ------------------

                         AMERITRADE HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            47-0642657
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                    4211 SOUTH 102ND STREET, OMAHA, NEBRASKA
                                      68127
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (402) 331-7856
              (Registrant's telephone number, including area code)
                               ------------------
           Securities registered pursuant to Section 12(b) of the Act:

   Title of each class            Name of each exchange on which registered
   -------------------            -----------------------------------------
         None                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                                 Title of class
                                 --------------
                     Class A Common Stock - $0.01 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) under 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )

As of December 19, 2001, the aggregate market value of the Class A Common Stock
held by non-affiliates of the registrant was approximately $742 million computed
by reference to the final sale price of the stock on December 19, 2001 on the
Nasdaq stock market. All of the Class B Common Stock is held by affiliates of
the registrant.

The number of shares of Class A Common Stock outstanding as of December 19, 2001
was 199,536,095 shares. The number of shares of Class B Common Stock outstanding
as of December 19, 2001 was 16,372,800 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
Definitive Proxy Statement relating to the Company's 2002 Annual Meeting to be
filed hereafter (incorporated into Part III hereof).


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                         AMERITRADE HOLDING CORPORATION

                                      INDEX


                                                                            Page
                                                                             No.
                                                                            ----
                                     PART I

Item 1.  Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
Item 2.  Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
Item 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .   10
Item 4.  Submission of Matters to a Vote of Security Holders . . . . . . .   11

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . .   11
Item 6.  Selected Financial Data . . . . . . . . . . . . . . . . . . . . .   13
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations . . . . . . . . . . . . . . . . . . . .   14
         Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . .   19
Item 7A. Quantitative and Qualitative Disclosures about Market Risk  . . .   23
Item 8.  Financial Statements and Supplementary Data . . . . . . . . . . .   24
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure  . . . . . . . . . . . . . . . . . . . .   45

                                    PART III

Item 10. Directors and Executive Officers of the Registrant. . . . . . . .   45
Item 11. Executive Compensation  . . . . . . . . . . . . . . . . . . . . .   45
Item 12. Security Ownership of Certain Beneficial Owners and Management. .   45
Item 13. Certain Relationships and Related Transactions. . . . . . . . . .   45

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on
         Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
         Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
         Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54





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UNLESS OTHERWISE INDICATED, REFERENCES TO "WE", "US" OR "COMPANY" MEAN
AMERITRADE HOLDING CORPORATION ("HOLDING") AND ITS SUBSIDIARIES, AND REFERENCES
TO "FISCAL" MEAN THE COMPANY'S FISCAL YEAR ENDED THE LAST FRIDAY OF SEPTEMBER.

Except for historical information contained herein, the matters discussed in
this report contain certain forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated in such forward-looking statements. Factors that may cause such
differences include, but are not limited to: the effect of client trading
patterns on Company revenues and earnings; computer system failures; trading
volumes in excess of our capacity; the effects of competitors' pricing, product
and service decisions and intensified competition; evolving regulation and
changing industry customs and practices adversely affecting the Company; adverse
results of litigation; changes in revenues and profit margin due to cyclical
securities markets and interest rates; a significant downturn in the securities
markets over a short period of time or a sustained decline in securities prices
and trading volumes; and the other risks and uncertainties set forth under the
heading "Risk Factors" contained in Item 7.

PART I
ITEM 1.     BUSINESS

The Company was established in 1971 and has been engaged in the discount
brokerage industry since 1975. We are a leading provider of online brokerage
services, which represents the vast majority of our business.

ONLINE BROKERAGE INDUSTRY OVERVIEW
The online brokerage industry has grown rapidly in the past few years. A number
of factors have contributed to this growth, including:
-    strength and growth of the United States equity markets;
-    increased accessibility to and affordability of brokerage services made
     possible by rapid advances in communications and processing technology and
     by increasing competition among brokerage companies;
-    increased consumer acceptance of and confidence in the Internet as a
     reliable, secure and cost-effective medium for financial transactions;
-    the availability of financial information online, including research,
     real-time quotes, charts, news and company information;
-    the appeal of online trading to investors based on lower prices, greater
     range of investment alternatives and greater control over investment
     decisions; and
-    the growth in financial assets held by individual investors.

OPERATIONS
We provide technology-based financial services to retail investors and business
partners through a variety of mediums, predominantly the Internet. Our services
appeal to a broad market of self-directed retail investors, traders, financial
planners and institutions who are value conscious. We use our low-cost platform
to offer brokerage services to investors and institutions at commissions that
are generally lower than those charged by our major competitors.

We were one of the earliest participants in the online brokerage industry,
pioneering online trading with the first Internet trade in 1994. Since
initiating online trading, we have dramatically increased our number of
brokerage accounts, average daily trading volume and total assets in client
accounts, while significantly lowering our operating costs per trade. From
October 1997 through the end of fiscal 2001, we added 1.7 million new accounts,
a net $21.2 billion to assets in client accounts, and increased average trading
activity from less than 10,000 trades per day to over 100,000. We expect online
brokerage activity to continue to expand, creating opportunities for us to
leverage our technology, market position and cost structure for further growth
and profitability.

During fiscal 2001, we reorganized the Company to better serve our clients. The
Company is now organized into two main units - a Private Client Division and a
business-to-business Institutional Client Division. Within each division,
several client segments currently exist. In the Private Client Division, the
client segments are Ameritrade(R), Ameritrade Plus(TM), Ameritrade Pro(TM) and
Freetrade.com(TM). In the Institutional Client Division, the client segments are
TradeCast(R)by Ameritrade, Ameritrade Clearing Services(TM), Ameritrade
Corporate Services(TM), Ameritrade Advisor Services(TM) and Ameritrade Financial
Services(TM). We currently operate our brokerage business through several
broker-dealer subsidiaries, including Ameritrade (Inc.), Accutrade, Inc.,
AmeriVest, Inc., Freetrade.com, Inc., Ameritrade Institutional Services, Inc.,
TradeCast Securities Ltd., Nebraska Hudson Company, Inc., PFN Financial
Services, LLC and one clearing broker-dealer subsidiary, Advanced Clearing, Inc.
("Advanced Clearing"). In conjunction with our reorganization, we plan to
consolidate our current U.S. brokerage operations to two broker-dealers
subsidiaries: Ameritrade, Inc. and TradeCast Securities Ltd.



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BUSINESS STRATEGY
Our business strategy is to capitalize on the growth of the online brokerage
industry and leverage our infrastructure to target new sources of revenue. The
key elements of our strategy are as follows:

-    FOCUS ON ONLINE BROKERAGE SERVICES. We plan to maintain our focus on
     attracting self-directed investors to our online brokerage services. We
     believe that this focus promotes efficiencies and capitalizes on projected
     growth in the industry. We plan to continue to establish alliances with
     leading companies to make non-brokerage services available to our clients
     without incurring the additional costs of owning those businesses. This
     focused strategy is designed to allow us to maintain our low operating cost
     structure and still offer our clients outstanding products and services.
-    LEVERAGE OUR INFRASTRUCTURE TO ADD NEW SOURCES OF REVENUE. We have built a
     very powerful trading engine and intend to leverage that system and add new
     sources of revenue. This will be accomplished by targeting product
     offerings to specific segments of the investor universe and offering
     tailored Institutional Client products. We also plan to add new accounts
     through additional acquisitions. The available capacity in our trading
     system allows us to add significant transactions without incurring
     additional fixed costs.
-    CONTINUE TO BE A LOW-COST PROVIDER OF QUALITY SERVICES. Our operating
     expense per trade is among the lowest of any of our major competitors. We
     intend to continue to lower our operating costs per trade by creating
     economies of scale, utilizing our single-platform proprietary system,
     continuing to automate processes and locating our operations in low-cost
     geographical areas. This low fixed cost infrastructure provides us with
     tremendous financial leverage. As the volume of online trading expands and
     our online trading volume increases, the majority of the revenues may
     directly add to the profitability of the Company.
-    CONTINUE TO STRENGTHEN OUR FINANCIAL POSITION. During fiscal 2001, we
     strengthened and de-leveraged our balance sheet by eliminating over $200
     million (approximately 75%) of debt. This debt reduction resulted in a
     debt-to-equity ratio of 19 percent at fiscal year-end versus 104 percent at
     the beginning of the fiscal year. In addition, during the last two quarters
     of fiscal 2001, we produced positive operating cash flow. We have committed
     to continue to show profitability and positive cash flow even if market
     conditions deteriorate from levels experienced during those two quarters.
-    MAINTAIN A LEADERSHIP POSITION IN TECHNOLOGY. We strive to continually
     enhance our systems to provide timely and reliable service to our clients.
     In fiscal 1999 and 2000, we made substantial investments in technology and
     infrastructure to increase the speed, reliability and scalability of our
     systems. As a result of these investments, we believe our systems are
     faster and more efficient than many of our competitors. For instance, in
     September 2001, according to Market Systems, Inc., an independent third
     party vendor, Ameritrade's median transaction speed - that is, the time
     elapsed from when we receive a client's order through execution and
     displaying the order confirmation back to the client - was two seconds. We
     believe our systems can currently handle several times our peak volume
     days, and we can quickly and easily add system capacity when needed.
-    CONTINUE TO OFFER INNOVATIVE TECHNOLOGIES AND SERVICE ENHANCEMENTS TO OUR
     CLIENTS. We have been an innovator in our industry over our 26-year
     history. We were the first to offer touch-tone trading in 1988, the first
     to offer trading over the Internet in 1994, the first to offer online
     program and basket trading in 1996, the first to offer electronic trade
     confirmations in 1998 and the first to offer wireless web trading in 1999.
     We continually strive to provide our clients with choice and the ability to
     customize their trading experience. With our recent reorganization, we have
     focused on increasing the breadth and quality of our product features set
     to enhance our client's overall experience. For example, in October 2001,
     we launched the Ameritrade AdvantageTM, a powerful suite of online trading
     and investing tools for active, self-directed investors. Ameritrade clients
     will have advanced trading tools including Super StreamMachine(TM),
     Advanced Analyzer(TM)and SnapTicket(TM). The package offers equity market
     information in real-time, including advanced charting, screening and
     research capabilities.
-    CONTINUE TO AGGRESSIVELY PURSUE GROWTH THROUGH ACQUISITIONS. During fiscal
     2001, we purchased National Discount Brokers Corporation ("NDB.com") and
     TradeCast and leveraged both to support our client segmentation strategy.
     When evaluating potential acquisitions, we look for combinations that will
     give us financial leverage, technology leverage or will further our
     long-term strategy. We intend to continue to be an acquirer by proactively
     searching for other firms that fit one or more of these criteria.
-    LEVERAGE THE AMERITRADE BRAND. Since October 1997, we have invested over
     $475 million in advertising and brand-building programs. This has
     established Ameritrade as a strong brand in the online brokerage market. We
     plan to leverage this strong brand awareness when advertising each of our
     client offerings. We expect this to result in a lower cost to acquire new
     accounts in both the Private Client Division and Institutional Client
     Division.

PRIVATE CLIENT DIVISION
AMERITRADE
Ameritrade was formed in 1997 through the consolidation of the accounts of
several of the Company's subsidiaries: Ceres Securities, Inc., K. Aufhauser &
Company, Inc. and the eBroker division of All American Brokers, Inc. Ameritrade
clients are






                                       4
<PAGE>

primarily value-conscience self-directed investors, most of whom use the
Internet to manage their personal finances. Our clients range in experience from
first-time investors to sophisticated traders.

Among the tools and offerings available to Ameritrade clients are:

-    Free personalized news, alerts and market-related data via e-mail-enabled
     mobile telephone, Personal Digital Assistant, pager and e-mail;
-    Ameritrade Super StreamMachine allows subscribers to track the market in
     real time, view positions, watch lists, Level II quotes and time and sales
     all from one integrated page;
-    Ameritrade Advanced Analyzer allows subscribers to get complex screening,
     stock quotes and charting with extensive analytical tools, online research
     and more in one application;
-    Consolidation and management of all financial accounts in one place through
     the Personal Finance Center;
-    Financial planning tools to assist in planning for life events;
-    Extended hours trading;
-    Electronic trade confirmations and monthly statements;
-    The ability to access accounts via wireless web phones and Personal Digital
     Assistants with multiple wireless service providers;
-    A broad range of third party research reports and investment news tailored
     to meet client's specifications;
-    Free real-time stock quotes, customizable quote lists, customizable charts,
     research tools and daily market summaries;
-    Trade entry screens on our Web site that allow our clients to select the
     level of complexity that they desire in placing their trade orders; and
-    Friendly and knowledgeable client service and technical support
     representatives available by phone or Internet 24 hours a day, seven days a
     week.

Commissions for equity market orders are $8 for shares traded over the Internet,
$12 for Interactive Voice Response ("IVR") and $18 for broker-assisted. Limit
orders are an additional $5. Commissions for mutual fund orders are generally
$18. Commissions for option trades are $8 over the Internet, $12 for IVR and $18
for broker-assisted, plus $1.75 per contract.

The Ameritrade Web site is www.ameritrade.com.

AMERITRADE PLUS
The Company recently announced the launch of Ameritrade Plus, which leverages
the features and functionality obtained through the acquisition of NDB.com.
Under the Ameritrade Plus platform, clients have access to the best features of
each company, incorporating NDB.com's Web site navigation and many of its
investing tools with Ameritrade's advanced technology to provide fast, reliable
service and trade execution. Further, clients with an account value over $5,000
have access to a dedicated account executive.

Ameritrade Plus is designed for self-directed clients seeking long-term
portfolio management tools and a higher degree of personalized client service.
In addition to its trading department, which is staffed by registered
representatives, Ameritrade Plus provides assigned account executives for both
technical and brokerage needs. Clients have access to a comprehensive suite of
portfolio management tools for long-term investing strategies. The Ameritrade
Plus offering provides a broad range of features, including:
-    Account Executive
-    Real-time Level I streaming quotes
-    Online chat
-    Customized charts and graphs
-    Real-time news
-    Multiple account access
-    Access to over 9,500 mutual funds
-    Real-time account status including gains and losses and Schedule D tracking
-    Broker-assisted, online, IVR and wireless trading
-    Order routing through Ameritrade's proprietary system
-    Equity research capabilities

Commissions for equity market orders are $15 for shares traded over the
Internet, $20 for IVR and $25 for broker-assisted. Limit orders are an
additional $5. Commissions for mutual fund orders are generally $25. Commissions
for option trades are $15 over the Internet, $20 for IVR and $25 for
broker-assisted, plus $1.75 per contract.




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The Ameritrade Plus Web site is www.ameritradeplus.com.

AMERITRADE PRO
In October 2001, we began offering Ameritrade Pro to professional and highly
active traders. Ameritrade Pro is a direct-access software-based program that
gives users fast, reliable tools.

Clients of Ameritrade Pro typically execute several dozen to several hundred
trades per month. These traders require advanced technology, real-time market
and account information and direct access to markets.

We leveraged our established direct-access technology to power the Ameritrade
Pro software. Ameritrade Pro clients have the flexibility to view their
positions and execute trades, utilizing a number of windows, customizable
layouts and configurations to help make the most of their trading experience.
The software-based program can be easily installed onto any personal computer.
Among the tools and offerings available are:

-    Real-time Level I and Level II quotes
-    Real-time confirmations and alerts
-    Real-time charting and news
-    Real-time position and balance updates
-    Customizable watch lists and ticker lists
-    Direct-access to all major Electronic Communications Networks ("ECN")
     and exchanges
-    TradeScout(TM), TradeCast's smart-order routing system will automatically
     send orders to direct connection ECNs according to their available share
     size.

Users of Ameritrade Pro pay a $99 monthly software fee (waived with 25 or more
trades per month) and exchange fees of $12 per month (waived with 25 or more
trades per month). Fees per trade start at $19.95 and scale down to $9.95
depending on the number of trades made in a month.

The Ameritrade Pro Web site is www.ameritradepro.com.

FREETRADE.COM
During the third quarter of fiscal 2000, we launched Freetrade.com, which is
aimed at a niche market of individuals who are already familiar and experienced
with using online brokerages. Clients of Freetrade.com are generally charged no
fees for market orders. For other types of trades they are charged low fees. In
exchange for no fees for market orders, clients receive limited services and are
required to access the service solely through electronic means. Freetrade.com
has eliminated most operating costs not necessary for executing stock trades,
such as marketing and client service employees.

The Freetrade.com Web site is www.freetrade.com.

INSTITUTIONAL CLIENT DIVISION
TRADECAST BY AMERITRADE
For providers and users of active and professional trading services, TradeCast
by Ameritrade combines advanced technology and speed with low-cost transactions
and inexpensive bundled clearing. TradeCast by Ameritrade is a direct-access,
fee-based service that provides order management and decision-support tools to
clients such as broker-dealer daytrading operations, proprietary daytrading
firms and hedge funds.

AMERITRADE CLEARING SERVICES
Ameritrade Clearing Services provides clearing services for broker-dealers
across the price and service spectrum, including banks, daytrading operations,
discount and full-service broker-dealers, and registered investment advisors.

AMERITRADE CORPORATE SERVICES
By embedding Ameritrade's self-directed brokerage window into their employee
benefit Web site, sponsors of employee benefit programs, including 401(k)
providers, money managers and third-part administrators, can offer end users the
experience of a customized trading program without the expense of managing their
own back-end system.

AMERITRADE ADVISOR SERVICES
Ameritrade Advisor Services has been established as a low-cost alternative for
independent financial advisors and independent broker-dealer-affiliated
registered investment advisors. This service is an evolution of our current
advisor service platform, which has been in place since late 2000. Our fee-based
services provide a diverse offering of trading choices, account




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management tools and account services to assist advisors in streamlining their
day-to-day operations. Through Ameritrade's advisor and client Web sites,
advisors can manage client transactions and supply customized information with
greater efficiency and potential additional fees.

AMERITRADE FINANCIAL SERVICES
Ameritrade Financial Services offers a co-branded or private-label trading
platform for distribution to our clients' customers, including medium-sized
banks and credit unions, credit card companies and suppliers of banking industry
infrastructure. Our clients have the flexibility to tailor Web site design and
pricing to their customers. They also have the option of featuring the
Ameritrade brand in their Web sites and investor communications.

PRODUCTS AND SERVICES
We are focused on being the best provider of online brokerage services. The
products and services we offer reflect this goal. Our products include:

-    COMMON AND PREFERRED STOCK. Clients can purchase common and preferred
     stocks and American Depository Receipts traded on any United States
     exchange or quotation system.
-    OPTION TRADES. We offer a full range of option trades, including spreads,
     straddles and strangles. All option trades, including complex trades, are
     accessible on our Internet site.
-    MUTUAL FUNDS. Clients can compare and select from a portfolio of over 9,500
     mutual funds. Clients can also easily exchange funds within the same
     family.
-    TREASURY, CORPORATE AND MUNICIPAL BONDS. We offer our clients access to a
     variety of treasury, corporate, government and municipal bonds as well as
     collateralized mortgage obligations.

We provide our clients with an array of mediums with which to access our
products and services. These mediums include: Internet, wireless telephone or
Personal Digital Assistant, IVR and registered representatives.

CLIENT SERVICE
We endeavor to optimize the level of client service provided by:
-    expanding our use of technology to provide  automated  responses to the
     most typical  inquiries  generated in the course of clients' securities
     trading and related activities;
-    ensuring prompt response to client service calls through adequate staffing
     with properly trained and motivated personnel in our client service
     departments, many of whom have a Series 7 license; and
-    tailoring client service to the particular expectations of the clients of
     each of our client segments.

ACCESS TO CLIENT SERVICE
We provide client service support through a variety of access points, including:
-    WEB SITES. Web sites provide basic information on how to use our services
     and an in-depth education center that includes a guide to online investing
     and an encyclopedia of finance.
-    E-MAIL. Clients are encouraged to use e-mail to contact our client service
     representatives. Our operating standards require a response within 24 hours
     of receipt of the e-mail for such matters; however, we strive to respond
     within 60 minutes of the original message.
-    CLIENT SERVICE REPRESENTATIVES. For clients who choose to call or whose
     inquiries necessitate calling one of our client service representatives, we
     provide a toll-free number that connects to advanced call handling systems.
     These systems provide automated answering, directing of calls to the proper
     department, information about current wait times and the capability to exit
     the voice queue to leave a voice message for later response or to transfer
     to an automated system. Our systems also allow linkage between caller
     identification and the client database to give the client service
     representative immediate access to the client's account data at the time
     the call is received.

We strive to provide the best client service in the industry as measured by (1)
speed of response time on telephone calls, (2) turnaround time on resolving
client inquiries and (3) client satisfaction with the account relationship.

ONMONEY
OnMoney, which officially launched its Web site in the first quarter of fiscal
2000, provides web-based financial tools and products to help users better
manage their financial lives. Prior to the Company's reorganization in fiscal
2001, OnMoney was a separately reported segment. With the new structure, OnMoney
has become a product offering called Personal Finance Center and is no longer a
reportable segment. OnMoney's operations have significantly decreased in size in
the last half of fiscal 2001.





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<PAGE>
TECHNOLOGY AND INFORMATION SYSTEMS
Technology is the core of our business and is critical to our goal of providing
the best execution at the best value to our clients. Our operations require
reliable, scalable systems that can handle complex financial transactions for
our clients with speed and accuracy. We maintain sophisticated and proprietary
technology that automates traditionally labor-intensive securities transactions.
Our ability to effectively leverage and adopt new technology to improve our
services is a key component to our success.

We continue to make investments in technology and information systems. Since
March 1999, we have spent a significant amount of our resources to increase
capacity and improve speed and reliability. During fiscal 2001, we began
operating a second data center in Kansas City, Missouri as a backup to our
primary data center. To provide for system continuity during potential power
outages, we also have equipped all computer facilities with uninterruptible
power supply units, as well as back-up generators.

ADVERTISING AND MARKETING
One way in which we intend to grow and increase our market share is by
continuing our advertising program which primarily consists of online
advertising, television, print, direct mail and our own Web sites. In October
1997, we launched a national marketing campaign to promote the Ameritrade brand
name. Since that date, we have invested over $475 million in advertising
programs designed to bring greater brand recognition to our services. During
this four-year period, our brokerage accounts have increased at a compound
annual growth rate of over 100 percent from approximately 98,000 accounts at
September 26, 1997 to approximately 1,794,000 accounts at September 28, 2001. As
a result of this success, we intend to continue to aggressively advertise our
services during fiscal 2002 and currently have budgeted between $70 to $90
million for advertising and marketing in fiscal 2002. From time to time, we may
choose to increase our advertising to target specific groups of investors or to
decrease advertising in response to market conditions.

Our marketing program focuses on advertising our online brokerage services as a
fast and reliable way of executing transactions, building awareness of our brand
and selling the full range of our services.

Growth of the Private Client Division is primarily driven through advertising
and/or acquisitions. Advertising for Private clients is generally conducted
through Internet Web sites, CNBC and other television and cable networks. We
also place print advertisements in a broad range of business publications,
including The Wall Street Journal, Barron's and Investor's Business Daily, and
use direct mail advertising.

Growth of the Institutional Client Division is primarily driven through a sales
force and/or acquisitions. Advertising for Institutional clients is
significantly less than for Private clients and is generally conducted through
highly targeted means.

To monitor the success of our various marketing efforts, we have installed a
sophisticated data gathering and tracking system. This system enables us to
determine the type of advertising that best appeals to our target market so that
we can invest future dollars in these programs and obtain a greater yield from
our marketing dollars. Additionally, through the use of our database tools, we
are working to more efficiently determine the needs of our various client
segments and tailor our services to their individual needs. We intend to utilize
this system to strengthen relationships with our clients and support marketing
campaigns to attract new clients. All of our methods and uses of client
information are disclosed in our privacy statement.

All of our brokerage-related communications with the public are regulated by the
National Association of Securities Dealers ("NASD").

ADVANCED CLEARING
Advanced Clearing provides clearing and execution services to each of our
affiliated broker-dealers, as well as a number of correspondent firms such as
independent broker-dealers, depository institutions, registered investment
advisors and financial planners. Clearing services include the confirmation,
receipt, settlement, delivery and record-keeping functions involved in the
processing of securities transactions. The clearing function involves a sharing
of responsibilities between the clearing broker and the introducing broker.
Advanced Clearing's correspondents, as introducing brokers, are responsible for
all client contact, including opening client accounts, responding to client
inquiries and placing client orders with the clearing broker. As a clearing
broker, Advanced Clearing provides the following back office functions:

-    maintaining client accounts;
-    extending credit in a margin account to the client;
-    settling security transactions with clearing houses such as the Depository
     Trust Clearing Corporation and the Options Clearing Corporation;
-    settling commissions and clearing fees;




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-    preparing client trade confirmations and statements;
-    performing designated cashiering functions, including the delivery and
     receipt of funds and securities to or from the client;
-    possession, control and safeguarding funds and securities in client
     accounts;
-    transmitting tax accounting information to the client and to the applicable
     tax authority; and
-    forwarding prospectuses, proxies and other shareholder information to
     clients.

Advanced Clearing makes margin loans to clients collateralized by client
securities. Our margin lending is subject to the margin rules of the Board of
Governors of the Federal Reserve System ("Federal Reserve"), the margin
requirements of the NASD and our own internal policies, which in many cases are
more stringent than the Federal Reserve and NASD requirements. By permitting
clients to purchase on margin, we take the risk that a market decline could
reduce the value of the collateral securing our loan to an amount that is less
than the clients' indebtedness to us. Under applicable securities laws and
regulations, in the event of a decline in the market value of the securities in
a margin account, we are obligated to require the client to deposit additional
securities or cash to the account so that at all times the client's net equity
in the account is at least equal to 25 percent of the value of the securities in
the account. Our current internal requirement, however, is that the client's net
equity not be allowed to fall below 30 percent of the value of the securities in
the account. If it does fall below 30 percent, we require the client to increase
the account's net equity to 35 percent of the value of the securities in the
account. These requirements can be, and often are, raised as we deem necessary
for certain accounts, groups of accounts, securities, or groups of securities.

COMPETITION
We believe that the principal determinants of success in the online brokerage
market are brand recognition, size of client base, client trading activity,
efficiency of operations, technology infrastructure and access to financial
resources. We also believe that the principal factors considered by clients in
choosing a broker are price, client service, quality of trade execution,
delivery platform capabilities, convenience and ease of use, breadth of
services, innovation and overall value. Based on our experience, focus group
research and the success we have enjoyed to date, we believe that we presently
compete successfully in each of these categories.

The market for brokerage services, particularly electronic brokerage services,
is rapidly evolving and intensely competitive. We have seen a dramatic increase
in competition during the past three years and expect this competitive
environment to continue. We encounter direct competition from numerous other
brokerage firms, many of which provide online brokerage services. These
competitors include such brokerage firms as Charles Schwab & Co., Inc., Fidelity
Brokerage Services, Inc., TD Waterhouse Securities, Inc., E*TRADE Securities,
Inc., CSFBdirect and Datek Online Brokerage Services LLC. We also encounter
competition from established full-commission brokerage firms as well as
financial institutions, mutual fund sponsors and other organizations, some of
which provide or have announced that they intend to provide online brokerage
services.

INVESTMENTS
Our investments consist primarily of approximately 7.9 million shares of Knight
Trading Group, Inc. ("Knight"), which represents approximately six percent of
Knight's outstanding stock. Knight is a publicly held company that is the
largest wholesale market maker in U.S. equity securities. Knight became a public
company in 1998 and trades on The Nasdaq National Market under the symbol
"NITE." We derive revenues from Knight in exchange for routing trade orders to
them for execution. These amounts are included in Commissions and Clearing Fees.

We also have investments in The Nasdaq Stock Market, Inc., Comprehensive
Software Systems, Inc., a software development firm for the brokerage industry,
and Adirondack Trading Partners L.L.C., a development stage company formed to
trade listed equity and index options.

ACQUISITIONS
On April 2, 2001, we acquired TradeCast, a pioneer in direct-access stock
trading. We have leveraged the technology developed by TradeCast for our
Ameritrade Pro and TradeCast by Ameritrade offerings.

On September 6, 2001, we acquired NDB.com. We have leveraged the acquisition of
NDB.com to launch our Ameritrade Plus offering. The acquisition also added
approximately 215,000 core accounts and approximately 104,000 institutional
accounts to our existing account base.

REGULATION
The securities industry is subject to extensive regulation under federal and
state law. In general, broker-dealers are required to register with the
Securities and Exchange Commission ("SEC") and to be members of the NASD. As
such, we are subject to the requirements under the Securities Exchange Act of
1934 and the rules promulgated thereunder relating to broker-dealers





                                       9
<PAGE>
and to the Rules of Fair Practice of the NASD. Such regulations establish, among
other things, minimum net capital requirements for our operating subsidiaries.
We are also subject to regulation under various state laws in all 50 states and
the District of Columbia, including registration requirements.

In its capacity as a securities clearing firm, Advanced Clearing is a member of
the National Securities Clearing Corporation, the Depository Trust Corporation
and The Options Clearing Corporation, each of which is registered as a clearing
agency with the SEC. As a member of these clearing agencies, Advanced Clearing
is required to comply with the rules of such clearing agencies, including rules
relating to possession and control of client funds and securities, margin
lending and execution and settlement of transactions.

Margin lending activities are subject to limitations imposed by the Federal
Reserve and the NASD. In general, these regulations provide that in the event of
a decline in the value of securities collateralizing a margin account, the
Company is required to obtain additional collateral from the borrower.

INTELLECTUAL PROPERTY RIGHTS
Our success and ability to compete are dependent to a significant degree on our
intellectual property, which includes our proprietary technology, trade secrets
and client base. We rely on numerous modes of intellectual property protection
to protect our intellectual property, including copyright, trade secret,
trademark, domain name, patent and contract law and have utilized the various
methods available to us, including registrations with the Patent and Trademark
office for various properties, as well as entry into written licenses and other
technology agreements with third parties. The source and object code for our
proprietary software is also protected using various applicable modes of
intellectual property protection. In addition, it is our policy to enter into
confidentiality, intellectual property ownership and/or non-competition
agreements with our associates, independent contractors and business partners,
and to control access to and distribution of our intellectual property.

ASSOCIATES
As of September 28, 2001, we employed 1,970 full-time equivalent employees, of
which approximately 485 were registered representatives. The number of employees
has decreased from 2,573 full-time equivalent employees as of the end of fiscal
2000. None of our employees is covered under a collective bargaining agreement.
We believe that our relations with our employees are good.


ITEM 2. PROPERTIES

Our corporate headquarters is located in Omaha, Nebraska, and occupies
approximately 74,000 square feet of leased space. The existing lease expires in
April 2019. Also in Omaha, we lease approximately 134,000 square feet for the
operations center as well as several other locations totaling over 150,000
square feet. The leases on these Omaha locations expire through June 2008. We
also lease approximately 140,000 square feet for a second operations center in
Ft. Worth, Texas. The Ft. Worth lease expires in January 2015. We lease
approximately 17,000 square feet in Purchase, New York with a lease that expires
in December 2001; 62,000 square feet in Baltimore, Maryland with a lease that
expires in June 2010; 6,400 square feet in American Fork, Utah with a lease that
expires in August 2003; 13,000 square feet in Vienna, Virginia with a lease that
expires in January 2005; 600 square feet in Chicago, Illinois with a lease that
expires in August 2003; and 27,000 square feet in Houston, Texas with a lease
that expires in August 2004. We have also purchased an 89,000 square foot
facility in Kansas City, Missouri that serves as a backup data center. We
believe that our facilities are suitable and adequate to meet our needs.


ITEM 3. LEGAL PROCEEDINGS

In September 1998, a putative class action complaint was filed against the
Company by Zannini, et al. in the District Court of Douglas County, Nebraska,
claiming the Company was not able to handle the volume of subscribers to its
Internet brokerage services. The complaint, as amended, seeks injunctive relief
enjoining alleged deceptive, fraudulent and misleading practices, equitable
relief compelling the Company to increase capacity, and unspecified compensatory
damages. In May 2001, the Company filed a motion for summary judgment in the
matter, which the plaintiffs have opposed. The Company believes that it has
viable defenses to the allegations raised in the amended complaint and intends
to assert them vigorously. However, because the proceeding is still in a
preliminary phase and the amount of damages sought has not been quantified, the
Company is not presently able to predict the outcome of this matter or its
effect on the Company.



                                       10
<PAGE>
The Company and its operating units are parties to a number of other legal
actions. In management's opinion, the Company has adequate legal defenses
respecting each of these actions and does not believe that any such matters,
either individually or in the aggregate, would materially affect the Company's
results of operations or its financial position.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of stockholders during the fourth quarter of
fiscal 2001.


PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF CLASS A COMMON STOCK
Our Class A Common Stock (the "Class A Stock") has been traded on the Nasdaq
National Market under the symbol "AMTD" since our initial public offering on
March 4, 1997. The following table shows the high and low closing sales prices
for the Class A Stock for the period indicated, as reported by the Nasdaq
National Market. The prices do not include retail markups, markdowns, or
commissions and may not represent actual transactions.

                                      CLASS A STOCK PRICE
                      ----------------------------------------------------
                      For the fiscal year ended  For the fiscal year ended
                          September 28, 2001       September 29, 2000
                      -------------------------  -------------------------
                          High          Low          High        Low
                        ---------     --------     --------     ------
Fourth Quarter .......  $    7.54     $   3.33     $  20.81     $11.38
Third Quarter ........  $   10.02     $   3.75     $  20.25     $11.00
Second Quarter .......  $   12.50     $   5.06     $  24.25     $15.13
First Quarter ........  $   17.81     $   6.81     $  30.75     $16.25

The closing sale price of our Class A Stock as reported on the Nasdaq National
Market on December 19, 2001 was $6.31 per share. As of that date there were
approximately 3,300 holders of record of our Class A Stock based on information
provided by our transfer agent. The number of stockholders does not reflect the
actual number of individual or institutional stockholders that hold our stock
because certain stock is held in the name of nominees. Based on information
available to us by the transfer agent, there are approximately 78,000 beneficial
holders of our Class A Stock.

As of December 19, 2001, 16,372,800 shares of our Class B Common Stock (the
"Class B Stock" together with the Class A stock, the "Common Stock") were
outstanding, all of which are held of record by J. Joe Ricketts and his wife,
Marlene Ricketts, or certain entities controlled by them. The Class B Stock is
not listed on any exchange and is not traded over the counter. Each share of
Class B Stock is convertible into one share of Class A Stock at any time at the
election of the holder thereof. Each share of Class B Stock automatically
converts into one share of Class A Stock in the event of a transfer of such
share of Class B Stock to any person other than J. Joe Ricketts, Marlene
Ricketts, the lineal descendants of J. Joe Ricketts and Marlene Ricketts and
their spouses, or any trust or other person or entity that holds Class B Stock
for the benefit of any of the foregoing (the "Control Group"). In addition, the
Class B Stock automatically converts on a share for share basis into Class A
Stock if the number of shares of outstanding Common Stock held by the Control
Group falls below 20 percent of the number of shares of outstanding Common
Stock.

DIVIDENDS
We have not declared or paid cash dividends on our Common Stock. We currently
intend to retain all of our earnings, if any, for use in our business and do not
anticipate paying any cash dividends in the foreseeable future. Our revolving
credit agreement prohibits the payment of cash dividends. The payment of any
future dividends will be at the discretion of our Board of Directors, subject to
the provisions of the revolving credit agreement and will depend upon a number
of factors, including future earnings, the success of our business activities,
capital requirements, the general financial condition and future prospects of
our business, general business conditions and such other factors as the Board of
Directors may deem relevant.

SALES OF UNREGISTERED SECURITIES DURING THE FOURTH QUARTER
On September 6, 2001, the Company acquired all of the shares of common stock of
National Discount Brokers Corporation ("NDB.com"), a New York corporation, and
all of the outstanding subordinated promissory notes issued by NDB.com to its
former parent. In connection with the acquisition, the Company paid aggregate
consideration of $154 million, consisting of






                                       11
<PAGE>
$20,000 in cash and 26,027,282 shares of the Company's Class A Common Stock. The
shares of Class A Common Stock were issued to BT Investment Partners, Inc., an
affiliate of NDB.com's former parent. The issuance of such shares was exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended. A Form S-3 registration statement with respect to the resale of such
shares was filed with the SEC and became effective September 20, 2001.



                                       12
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA
IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS AND OPERATING DATA

<TABLE>
<CAPTION>
                                                                                 FISCAL YEAR ENDED
                                                  --------------------------------------------------------------------------
                                                    SEPT. 28,       SEPT. 29,       SEPT. 24,       SEPT. 25,      SEPT. 26,
                                                      2001            2000            1999            1998            1997
                                                  -----------     -----------     -----------    -----------     -----------
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
  Revenues:
<S>                                               <C>             <C>             <C>            <C>             <C>
     Commissions and clearing fees ............   $   269,384     $   389,742     $   188,082    $    84,509     $    51,937
     Interest revenue .........................       191,530         242,819         116,162         66,716          36,623
     Equity income from investments ...........             -               -               -          5,083           3,444
     Other ....................................        37,763          21,890          10,213          5,956           3,663
                                                  -----------     -----------     -----------    -----------     -----------
       Total revenues .........................       498,677         654,451         314,457        162,264          95,667
     Client interest expense ..................        43,947          74,019          42,435         28,373          18,061
                                                  -----------     -----------     -----------    -----------     -----------
       Net revenues ...........................       454,730         580,432         272,022        133,891          77,606
                                                  -----------     -----------     -----------    -----------     -----------
  Operating expenses:
     Employee compensation and benefits .......       147,657         144,883          74,353         36,083          19,291
     Communications ...........................        39,896          36,394          18,591         12,926           5,623
     Occupancy and equipment costs ............        73,449          45,249          14,992          7,623           3,729
     Depreciation and amortization ............        36,033          21,624           6,753          3,362           2,056
     Professional services ....................        57,422          71,478          40,644         11,530           2,134
     Interest on borrowings ...................        11,067          16,412           4,463            905             368
     Other ....................................        48,438          38,836          34,401         18,112           9,138
                                                  -----------     -----------     -----------    -----------     -----------
       Total operating expenses ...............       413,962         374,876         194,197         90,541          42,339
                                                  -----------     -----------     -----------    -----------     -----------
       Operating margin .......................        40,768         205,556          77,825         43,350          35,267

  Advertising .................................       134,770         225,820          59,717         43,614          13,842
  Gain on sale of investments .................        (9,692)              -               -           (795)              -
  Debt conversion expense .....................        62,082               -               -              -               -
                                                  -----------     -----------     -----------    -----------     -----------
  Income (loss) before income taxes ...........      (146,392)        (20,264)         18,108            531          21,425
  Provision (benefit) for income taxes ........       (55,215)         (6,638)          6,569            321           7,603
                                                  -----------     -----------     -----------    -----------     -----------
  Net income (loss) ...........................   $   (91,177)    $   (13,626)    $    11,539    $       210     $    13,822
                                                  ===========     ===========     ===========    ===========     ===========
  Basic earnings (loss) per share .............   $     (0.49)    $     (0.08)    $      0.07    $      0.00     $      0.08
  Diluted earnings (loss) per share ...........   $     (0.49)    $     (0.08)    $      0.07    $      0.00     $      0.08

  Weighted average shares
     outstanding - basic ......................       185,830         175,025         174,342        174,188         165,228
  Weighted average shares
     outstanding - diluted ....................       185,830         175,025         175,745        174,444         165,234

OPERATING DATA:
  Average client trades per day ...............       101,998         114,332          49,305         18,407           6,571
  Number of core accounts (1) .................     1,794,000       1,233,000         560,000        306,000          98,000
  Assets in client accounts (in billions) .....   $      26.1     $      36.0     $      22.9    $      11.4     $       7.3
  Net revenue per trade .......................   $     18.05     $     19.53     $     21.98    $     28.98     $     46.87
  Operating expense per trade .................   $     16.43     $     12.61     $     15.69    $     19.60     $     25.57
  Operating margin percentage (2) .............            9%             35%             29%            32%             45%
  Return on average equity (3) ................          (38%)            (6%)             8%             0%             28%
</TABLE>

<TABLE>
<CAPTION>
                                                                                       AS OF
                                                  ---------------------------------------------------------------------------
                                                  SEPT. 28,        SEPT. 29,      SEPT. 24,      SEPT. 25,       SEPT. 26,
                                                     2001             2000           1999           1998            1997
                                                  ----------       ----------     ----------     ----------      -----------

<S>                                               <C>              <C>            <C>            <C>             <C>
CONSOLIDATED BALANCE SHEET DATA:
  Cash and segregated investments .............   $2,068,391       $  338,307     $1,019,370     $  527,982      $373,286
  Receivable from clients and correspondents,
    net .......................................      971,823        2,926,981      1,526,801        647,122       325,407
  Total assets ................................    3,653,871        3,798,236      3,037,083      1,290,402       757,357
  Payable to clients and correspondents .......    2,777,916        2,618,157      2,057,346      1,136,082       666,279
  Notes payable ...............................       70,145          275,000        200,000         11,000             -
  Stockholders' equity ........................      371,433          264,168        220,463         84,572        66,989
</TABLE>

--------------------------------
(1)  Core accounts consist of open accounts in the Company's Private Client
     Division.
(2)  Operating margin percentage is computed by dividing operating margin by
     net revenues.
(3)  Return on average equity is computed by dividing net income (loss) by
     stockholders' equity averaged on a quarterly basis.
(*) Fiscal 2000 was a 53-week year.  All other periods presented are 52-week
    years.




                                       13
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This discussion contains forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated in such forward-looking statements. Factors that may cause such
differences include, but are not limited to: the effect of client trading
patterns on Company revenues and earnings; computer system failures; trading
volumes in excess of our capacity; the effects of competitors' pricing, product
and service decisions and intensified competition; evolving regulation and
changing industry customs and practices adversely affecting the Company; adverse
results of litigation; changes in revenues and profit margin due to cyclical
securities markets and interest rates; a significant downturn in the securities
markets over a short period of time or a sustained decline in securities prices
and trading volumes; and the other risks and uncertainties set forth under the
heading "Risk Factors" below.

In particular, the following statements contained in this discussion are
forward-looking statements: our expectations regarding the significant trends
that will affect our financial condition and results of operations; our
expectations regarding the decrease and rate of decline of average commission
and clearing fees per trade; our expectations regarding growth of net interest
revenue; our expectations regarding growth of other revenues; our estimation of
annualized employee compensation and benefits savings; our expectation regarding
the growth in communication expenses; our expectations regarding our adoption of
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets; our estimation of savings in annualized cash interest
payments on the convertible subordinated notes; our expected amount of
advertising expenses; our anticipated capital and liquidity needs and our plans
to finance such needs; our expectations regarding the modification and extension
of our revolving credit agreement; and our expectations regarding the impact of
recently issued accounting pronouncements.

Unless otherwise indicated, references to "we", "us" or "Company" in this
document mean Ameritrade Holding Corporation and its subsidiaries.

OVERVIEW

We provide securities brokerage and clearing execution services to our clients.
Our principal operating subsidiaries consist of several introducing
broker-dealer operating units and our wholly-owned securities clearing firm,
Advanced Clearing, Inc ("Advanced Clearing"). During fiscal 2001, substantially
all of our net revenues were derived from our brokerage activities and clearing
and execution services.

Our primary focus is serving retail clients by providing services at prices that
are lower than our major competitors. Our brokerage clients are able to trade
securities with us through a variety of media, principally the Internet. We
provide our clients with investment news and information as well as educational
services. We also provide clearing and execution services to our brokerage
operations as well as to unaffiliated broker-dealers.

Our largest sources of revenues are commissions earned from our brokerage
activities and associated securities transaction clearing fees. Our other
principal source of revenue is net interest revenue. Net interest revenue is the
difference between interest revenues and client interest expense. Interest
revenues are generated by charges to clients on margin balances maintained in
brokerage accounts and the investment of cash from operations and cash
segregated in compliance with federal regulations in short-term marketable
securities. Client interest expense consists of amounts paid or payable to
clients based on credit balances maintained in brokerage accounts. We also
receive payment for order flow, which results from arrangements we have with
many execution agents to receive cash payments in exchange for routing trade
orders to these firms for execution.

Our largest operating expense generally is employee compensation and benefits.
Employee compensation and benefits expense includes salaries, bonuses, group
insurance, contributions to benefit programs, recruitment and other related
employee costs. Communications expense includes telecommunications, postage,
news and quote costs. Occupancy and equipment costs include the costs of leasing
and maintaining our office spaces and the lease expenses on computer and other
equipment. Depreciation and amortization includes depreciation on property and
equipment, as well as amortization of goodwill and other intangible assets.
Professional services expense includes costs paid to outside agencies for
assistance with legal, accounting, technology, marketing and general management
issues. Other operating expenses include commissions and clearance expenses,
provision for losses, client execution price adjustments, travel expenses and
other miscellaneous expenses. In addition, our costs related to the processing
of client confirmations, statements and other communications are included in
this category. Advertising costs are expensed as incurred and include production
and placement of advertisements in various media, including online, television,
print and direct mail. Advertising expenses may increase or decrease
significantly from period to period.




                                       14
<PAGE>
We believe that the online brokerage market is currently impacted by four
significant trends that may affect our financial condition and results of
operations. First, commissions charged to clients of online brokerages have
steadily decreased over the past several years but have stabilized over the past
two years. Payment for order flow, which is a component of commissions and
clearing fees revenue, has declined this year due to stock market
decimalization. Although decreased commissions per trade have had a negative
effect on our commission and clearing fee revenue per trade, our experience to
date indicates that lower commissions per trade result in increased account
activity and increased commission and clearing fee revenue in the aggregate.
Second, technology has increased in importance, as delivery channels such as the
Internet have become more prevalent. The vast majority of our trades are now
placed through electronic media, primarily the Internet. This increased use of
electronic media has helped to decrease operating expenses per trade over the
past several years and we believe this trend will continue. Third, the effects
of price competition and required investment in technology have resulted in some
consolidation in the industry. Finally, we believe the intense advertising and
promotional efforts by our major competitors and us are making it increasingly
difficult for new entrants to make a competitive impact without substantial
financial resources to invest in building a brand.

Our fiscal year ends on the last Friday in September. References to fiscal year
in this document or in the information incorporated herein by reference are to
the approximate twelve-month period ended on any such Friday. For example,
"fiscal 2001" refers to the fiscal year ended September 28, 2001. Note
references are to the accompanying Notes to Consolidated Financial Statements.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED SEPTEMBER 28, 2001 COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 29, 2000

NET REVENUES

Commissions and clearing fees decreased 31 percent to $269.4 million in fiscal
2001 from $389.7 million in fiscal 2000. This decrease was primarily
attributable to an 18 percent decrease in commissions and clearing fees per
trade to $10.69 for fiscal 2001 from $13.11 for fiscal 2000, and an 11 percent
decrease in the average number of trades processed per day to 102,000 in fiscal
2001 from 114,000 in fiscal 2000. The decrease in commissions per trade was due
primarily to our clients increasingly using the Internet to place trades, as we
charge lower commissions for Internet trades than for trades placed through
other means, growth in our Freetrade.com(TM) client base, a lower commission
structure for option trades and lower payment for order flow revenue per trade.
Payment for order flow revenue per trade has decreased due primarily to
regulatory changes, including stock market decimalization. We expect average
commission and clearing fees per trade to continue to decrease somewhat due to
the growth in the number of lower revenue Internet equity trades and the effect
of decimalization. However, we believe the rate of decline in average commission
will be lower than the rate of decline experienced over the past two years
because the vast majority of our clients' trades are now being submitted using
the Internet. In addition, our client segmentation strategy may mitigate the
decline in commissions per trade by attracting clients to higher commission
product offerings. The decrease in transaction processing volume was primarily a
result of significantly lower client trading activity during fiscal 2001,
compared to unusually high client trading activity throughout much of fiscal
2000. Clients averaged approximately 17 trades per account during fiscal 2001,
compared to approximately 32 trades per account during fiscal 2000. In addition,
there were fewer trading days during fiscal 2001 than fiscal 2000 due to fiscal
2000 being a 53-week fiscal year and four days of market closures in fiscal 2001
due to the September 11 terrorist attacks. The decreased volume per account was
partially offset by a significant increase in client accounts resulting
primarily from the substantial advertising expenditures made by us during the
past few years, and 215,000 core accounts added through our acquisition of
National Discount Brokers Corporation ("NDB.com"). Client accounts increased to
approximately 1,794,000 at September 28, 2001, from approximately 1,233,000 at
September 29, 2000.

Net interest revenue decreased 13 percent to $147.7 million in fiscal 2001 from
$168.8 million in fiscal 2000. This decrease was due primarily to a decrease of
36 percent in average client and correspondent receivables and a decrease of
approximately 30 basis points in the average interest rate charged on client and
correspondent receivables, partially offset by a 109 percent increase in average
cash and investments, including cash and investments segregated in compliance
with federal regulations, in fiscal 2001 compared to fiscal 2000. We generally
expect net interest revenue to grow as our account base grows. However, it will
also be affected by changes in interest rates and fluctuations in the levels of
client margin borrowing and deposits.

Other revenues increased 73 percent to $37.8 million in fiscal 2001 from $21.9
million in fiscal 2000, due primarily to the implementation of a $15 per quarter
fee during the third quarter of fiscal 2001 on accounts that do not meet certain
minimum levels of trading activity or assets. In addition, fees charged to third
party broker-dealers for orders placed through the TradeCast licensed order
entry software system also contributed to the increase. We expect other revenues
to continue to grow during fiscal 2002 due to the full year effect of account
maintenance fees and TradeCast, and revenues from new service offerings such as
Super StreamMachine(TM) and Advanced Analyzer.(TM)



                                       15
<PAGE>
EXPENSES EXCLUDING CLIENT INTEREST

Employee compensation and benefits expense increased two percent to $147.6
million in fiscal 2001 from $144.9 million in fiscal 2000, due in part to
severance costs associated with staff reductions during fiscal 2001 (see Note
15), and costs associated with the hiring of a new Chief Executive Officer
during the second quarter of fiscal 2001. Full-time equivalent employees
decreased 23 percent to 1,970 at the end of fiscal 2001 from 2,573 at the end of
fiscal 2000. Through staff reductions during fiscal 2001, the Company estimates
it will achieve approximately $25 million in annualized employee compensation
and benefits savings.

Communications expense increased 10 percent to $39.9 million in fiscal 2001
compared to $36.4 million in fiscal 2000, primarily due to higher quote and
market information costs and additional communication expenses for TradeCast.
Communication expenses are expected to increase at a slower rate than accounts
and transactions processed, as the lower-cost Internet continues to be the
predominant communication channel with our clients. The Company implemented
electronic confirmations and statements during fiscal 2001, which we expect will
further slow the growth of communications expense.

Occupancy and equipment costs increased 62 percent to $73.4 million in fiscal
2001 from $45.2 million in fiscal 2000. This increase was due primarily to the
lease of equipment and additional office space. In fiscal 2000, we added
approximately 150,000 square feet of additional space in Baltimore, Maryland;
Ft. Worth, Texas; Omaha, Nebraska; Chicago, Illinois; and American Fork, Utah.
We also have leased additional equipment over the past two fiscal years.
Occupancy and equipment costs in Houston, Texas related to TradeCast also
contributed to the increase. In addition, a portion of the increased occupancy
and equipment costs was due to restructuring costs (see Note 15).

Depreciation and amortization increased 67 percent to $36.0 million in fiscal
2001, from $21.6 million in fiscal 2000, due primarily to depreciation on
additional equipment, furniture and leasehold improvements added during fiscal
2000 to accommodate growth and additional goodwill amortization resulting from
the TradeCast acquisition. Our adoption of Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets, will eliminate future
goodwill amortization, which accounted for approximately $6.7 million of the
depreciation and amortization expense during fiscal 2001.

Professional services expense decreased 20 percent to $57.4 million in fiscal
2001 from $71.5 million in fiscal 2000. This decrease was primarily due to
higher usage of marketing and technology consulting services during the first
half of fiscal 2000, including consulting costs related to the development of
OnMoney.

Interest on borrowings decreased 33 percent to $11.1 million in fiscal 2001 from
$16.4 million in fiscal 2000, due to lower average interest rates and the
conversion of $152.4 million of convertible subordinated notes in February 2001
(see Note 7). As a result of the debt conversion, the Company will save
approximately $8.8 million in annualized cash interest payments on the
convertible subordinated notes.

Other operating expenses increased 25 percent to $48.4 million in fiscal 2001
compared to $38.8 million in fiscal 2000, primarily due to $20.1 million of
asset impairment charges related to our reorganization in fiscal 2001 (see Note
15), partially offset by the effect of lower transaction processing volumes.

Advertising expenses decreased 40 percent to $134.8 million in fiscal 2001 from
$225.8 million in fiscal 2000. The continuing high level of advertising
expenditures was principally related to our efforts to build and maintain
awareness of the Ameritrade brand and was primarily responsible for the
significant increase in the number of client accounts realized by us during the
period. However, due to adverse stock market conditions and a historically slow
market for new accounts during the summer, we reduced our advertising
expenditures during the second half of fiscal 2001. We have budgeted
approximately $70 to $90 million for advertising for fiscal 2002.

Gain on sale of investment consists of a gain of approximately $9.7 million on
the sale of our preferred stock of Epoch Partners, Inc. ("Epoch") during fiscal
2001. We sold our interest in Epoch for approximately $16.4 million in cash.

Debt conversion expense consists of $58.7 million of cash paid to holders of the
convertible subordinated notes in connection with the conversion of $152.4
million of the notes into 4.7 million shares of Class A Common Stock, and $3.4
million of deferred note origination costs written off related to the converted
notes (see Note 7).

Income tax benefit was $55.2 million in fiscal 2001 compared to $6.6 million in
fiscal 2000. The effective income tax rate in fiscal 2001 was 38 percent
compared to 33 percent in fiscal 2000, as described in Note 8.

FISCAL YEAR ENDED SEPTEMBER 29, 2000 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 24,
1999

NET REVENUES

Commissions and clearing fees increased 107 percent to $389.7 million in fiscal
2000 from $188.1 million in fiscal 1999. This increase was primarily due to an
increase in transactions processed, as average trades per day increased to
114,000 in fiscal







                                       16
<PAGE>
2000 compared to 49,000 in fiscal 1999. Core brokerage accounts increased to
approximately 1,233,000 at the end of fiscal 2000 from approximately 560,000 at
the end of fiscal 1999. The increase in transaction volume was partially offset
by a decrease in commissions and clearing fees per trade by 14 percent to $13.11
for fiscal 2000 from $15.20 for fiscal 1999. The decrease in commissions per
trade was due primarily to our clients increasingly using the Internet to place
trades, as we charge lower commissions for Internet trades than for trades
placed through other means.

Net interest revenue increased 129 percent to $168.8 million in fiscal 2000 from
$73.7 million in fiscal 1999. This increase was due primarily to an increase of
123 percent in average client and correspondent receivables and an increase of
approximately 110 basis points in the average interest rate charged on client
and correspondent receivables, partially offset by a 55 percent increase in
average client and correspondent payables, in fiscal 2000 compared to fiscal
1999.

Other revenues increased to $21.9 million in fiscal 2000 from $10.2 million in
fiscal 1999, due primarily to an increase in marketing and service fees paid to
us by mutual funds as a result of holding more client mutual fund assets.

EXPENSES EXCLUDING CLIENT INTEREST

Employee compensation and benefits expense increased to $144.9 million in fiscal
2000 from $74.4 million in fiscal 1999, due primarily to an increase in
full-time employees. Full-time equivalent employees increased 8 percent to 2,573
at the end of fiscal 2000 from 2,379 at the end of fiscal 1999. We also incurred
higher temporary employee expense to accommodate the unusually high trading
volume and account growth in fiscal 2000.

Communications expense increased to $36.4 million in fiscal 2000 compared to
$18.6 million in fiscal 1999, primarily due to the large increase in transaction
processing volume, partially offset by the effect of our clients' increasing use
of the Internet as their predominant communication channel.

Occupancy and equipment costs increased to $45.2 million in fiscal 2000 from
$15.0 million in fiscal 1999. This increase was due primarily to the lease of
equipment and additional office space. In fiscal 2000 and fiscal 1999, we added
approximately 150,000 square feet and 250,000 square feet of additional space,
respectively. We also leased additional equipment to accommodate growth.

Depreciation and amortization increased to $21.6 million in fiscal 2000, from
$6.8 million in fiscal 1999, due primarily to depreciation on additional
equipment, furniture and leasehold improvements added to accommodate growth.

Professional services expense increased to $71.5 million in fiscal 2000 from
$40.6 million in fiscal 1999. The increase was primarily due to higher usage of
marketing and technology consulting services during fiscal 2000, including
consulting costs related to the development of OnMoney.

Interest on borrowings increased to $16.4 million in fiscal 2000 from $4.5
million in fiscal 1999, due to the issuance of $200 million of convertible
subordinated notes in August 1999, and higher average borrowings on our
revolving credit agreement to accommodate growth in client margin receivables.

Other operating expenses increased to $38.8 million in fiscal 2000 compared to
$34.4 million in fiscal 1999, primarily due to impairment charges of
approximately $4.7 million recorded in fiscal 2000 related to specific software
applications which we discontinued.

Advertising expenses increased to $225.8 million in fiscal 2000 from $59.7
million in fiscal 1999. The high level of advertising expenditures was
principally related to our efforts to build and maintain awareness of the
Ameritrade brand and was primarily responsible for the significant increase in
the number of client accounts realized by us during the period.

The effective income tax rate in fiscal 2000 was 33 percent compared to 36
percent in fiscal 1999, as described in Note 8.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed our liquidity needs primarily through the use of
funds generated from operations and from borrowings under our credit agreements.
We have also raised funds in the past through an initial public offering of
common stock in fiscal 1997 and the issuance of convertible subordinated notes
in fiscal 1999. Our liquidity needs during fiscal 2001 were financed primarily
by operating cash flows and borrowings under our credit facilities. We
anticipate continued capital and liquidity needs during fiscal 2002 to meet the
net capital requirements associated with the transfer of the client accounts of
NDB.com (see Note 2) from a third party clearing firm to our subsidiary,
Advanced Clearing, and to accommodate our advertising campaign. We plan to
finance our capital and liquidity needs primarily from our operating cash flows
and borrowings on our credit facility. In addition, we may issue equity or debt
securities of the Company. We may also sell, or enter into a forward contract to
sell, some or all of our interest in Knight Trading Group, Inc. ("Knight").

If additional funds are raised through the issuance of equity securities, the
percentage ownership of the stockholders may be reduced, stockholders may
experience additional dilution in net book value per share or such equity
securities may have rights,





                                       17
<PAGE>

preferences or privileges senior to those of the holders of our Common Stock.
There can be no assurance that additional financing will be available when
needed on terms favorable to us, if at all. If adequate funds are not available
on acceptable terms, we may be unable to develop or enhance our services and
products, take advantage of future opportunities or respond to competitive
pressures, any of which could have a material adverse effect on our business,
financial condition and operating results.

Dividends from subsidiaries are another source of liquidity for the holding
company. Some of our subsidiaries are subject to requirements of the Securities
and Exchange Commission ("SEC") and the National Association of Securities
Dealers relating to liquidity, capital standards and the use of client funds and
securities, which limit funds available for the payment of dividends to the
Company.

Under the SEC's Uniform Net Capital Rule (Rule 15c3-1 under the Securities
Exchange Act of 1934), our broker-dealer subsidiaries are required to maintain
at all times at least the minimum level of net capital required under Rule
15c3-1. This minimum net capital level is determined based upon an involved
calculation described in Rule 15c3-1, but takes into account, among other
things, each broker-dealer's "net debit items" which primarily are a function of
client margin receivables at our broker-dealer subsidiaries. Since our net debit
items can fluctuate significantly, our minimum net capital requirements can also
fluctuate significantly from period to period. Historically, we have utilized
our revolving credit facility as a mechanism to provide additional capital as
needed to meet net capital requirements, and the balance on our revolving credit
facility often has fluctuated significantly from period to period due to changes
in our net capital requirements.

Our broker-dealer subsidiaries had net capital, in the aggregate, of $60.2
million and $226.8 million as of September 28, 2001 and September 29, 2000,
respectively, which exceeded aggregate minimum net capital requirements by $38.8
million and $164.1 million, respectively. Subsidiary net capital in the amount
of $21.4 million and $62.7 million as of September 28, 2001 and September 29,
2000, respectively, was not available for transfer to the holding company. The
decrease in net capital in fiscal 2001 was primarily due to net repayments on
our loan agreements and cash paid in connection with the conversion of $152.4
million of convertible subordinated notes (see "Convertible Subordinated Notes")
to Class A Common Stock.

CASH FLOW

Cash used in operating activities was $47.3 million in fiscal 2001, compared to
$18.3 million in fiscal 2000 and $30.3 million in fiscal 1999. The increase in
cash used in operations during fiscal 2001 was primarily due to debt conversion
expense of $37.2 million (net of income taxes).

Cash provided by investing activities was $1.2 million in fiscal 2001, compared
to cash used in investing activities of $54.4 million in fiscal 2000 and $55.5
million in fiscal 1999. Uses of cash in all periods were primarily related to
purchases of property and equipment and acquisitions, offset in fiscal 2001 by
proceeds from sales of property and equipment, proceeds from the sale of our
interest in Epoch and cash acquired in acquisitions.

Cash used in financing activities was $52.1 million in fiscal 2001, compared to
cash provided by financing activities of $75.5 million in fiscal 2000 and $189.6
million in fiscal 1999. The financing activities consisted primarily of net
repayments on our loan agreements (see "Loan Agreements") in fiscal 2001, net
proceeds from borrowings on the revolving credit agreement in fiscal 2000 and
proceeds from the issuance of the convertible subordinated notes, net of
repayments on the revolving credit agreement in fiscal 1999. We borrowed $58.7
million on our loan agreements during fiscal 2001 to finance the conversion of
$152.4 million of convertible subordinated notes (see "Convertible Subordinated
Notes") to Class A Common Stock.

LOAN AGREEMENTS

As of September 28, 2001, we maintained an amended and restated revolving credit
agreement dated January 25, 2000, as subsequently amended, with a bank group.
The revolving credit agreement, as amended, permitted borrowings up to $35
million through December 31, 2001, and was secured primarily by 7.0 million
shares of our Knight common stock and our stock in our subsidiaries. The Company
could borrow up to 70 percent of the fair market value of the pledged Knight
stock, subject to certain limitations. If, on any day, the principal loan amount
outstanding exceeded 80 percent of the fair market value of the pledged Knight
stock, we were required, within two business days, to pay down the loan or
pledge additional Knight stock such that the principal loan amount then
outstanding would not exceed 70 percent of the then current fair market value of
the pledged Knight stock. The interest rate on borrowings was determined on a
monthly basis based on the greater of (i) the prime rate or (ii) 90-day LIBOR
plus 2.25 percent. At September 28, 2001, the interest rate on this borrowing
was 6.25 percent. We also paid a maintenance fee of 0.5 percent of the unused
borrowings. We had outstanding indebtedness under the revolving credit agreement
of $22.5 million at September 28, 2001 and $75 million at September 29, 2000.

On December 7, 2001, we agreed in principle to a modification and extension of
the revolving credit agreement. The amendment to the agreement will permit
borrowings up to $20 million through December 31, 2002, bear interest at the
greater of (i) the prime rate or (ii) 90-day LIBOR plus 2.5 percent and will be
secured primarily by 4.0 million shares of our Knight






                                       18
<PAGE>
common stock and our stock in our subsidiaries. The 3.0 million shares of Knight
common stock that will no longer be pledged under the revolving credit agreement
will be available for use as collateral on other potential loan agreements or
for other corporate purposes. The amendment will also modify certain covenants
and restrictions. We expect that the other terms of the revolving credit
agreement, as described in the previous paragraph, will not change
significantly. We expect to execute the amendment by December 31, 2001. As of
December 12, 2001, we had $12.5 million outstanding under the revolving credit
agreement.

Advanced Clearing has various secured credit facilities with financial
institutions. These credit facilities are utilized in Advanced Clearing's
securities clearing operations. These facilities provide for the issuance of
letters of credit by the financial institutions on behalf of, and cash advances
to, Advanced Clearing. Advanced Clearing has pledged client securities as
collateral for the related credit, and its obligations under these facilities
and the related collateral requirements fluctuate from time to time. As of
September 28, 2001 and September 29, 2000, the financial institutions had issued
letters of credit in the aggregate amount of $105 million and $198 million,
respectively. In addition, the same financial institutions may make loans to
Advanced Clearing if requested under note agreements. As of September 28, 2001
and September 29, 2000, no amounts were outstanding under note agreements.
Advanced Clearing pays a maintenance fee of 0.25 to 0.45 percent of the
committed amount for the letters of credit.

CONVERTIBLE SUBORDINATED NOTES

In August 1999, the Company issued $200 million of 5.75 percent convertible
subordinated notes due August 1, 2004. The notes were convertible into 6,142,740
shares of Class A Common Stock. The holders of the notes may convert the notes
into shares of Class A Common Stock at any time prior to the close of business
on the maturity date of the notes, August 1, 2004, unless previously redeemed or
repurchased, at a conversion rate of 30.7137 shares per $1,000 principal amount
of notes (equivalent to an approximate conversion price of $32.56 per share),
subject to adjustment in certain circumstances. Interest on the notes is payable
on February 1 and August 1 of each year. The notes are not subject to redemption
prior to August 6, 2002, and the Company may, at its option, redeem the notes on
or after such date, in whole or in part, upon not less than 30 days or more than
60 days prior notice to each holder.

In February 2001, $152.4 million of the Company's convertible subordinated notes
were converted for approximately 4.7 million shares of Class A Common Stock and
$58.7 million of cash. Including $3.4 million of deferred note origination costs
written off, this resulted in debt conversion expense of $62.1 million and an
increase in stockholders' equity of $71.7 million (net of income taxes) during
the fiscal year ended September 28, 2001. As of September 28, 2001, the Company
had approximately $47.6 million of the 5.75 percent convertible subordinated
notes outstanding. These notes are convertible into approximately 1.5 million
shares of Class A Common Stock.

NEW ACCOUNTING PRONOUNCEMENTS

See "Recently Issued Accounting Pronouncements" in Note 1 for a discussion of
the impact of new accounting pronouncements.

RISK FACTORS

OUR BUSINESS COULD BE HARMED BY MARKET FLUCTUATIONS AND OTHER SECURITIES
INDUSTRY RISKS
Substantially all of our revenues are derived from securities brokerage and
clearing and execution services. Like other brokerage businesses, we are
directly affected by economic and political conditions, broad trends in business
and finance and changes in volume and price levels of securities transactions.
We are particularly affected by volatility in technology and Internet-related
stocks because significant portions of our clients invest in these types of
stocks. In recent months, the U.S. securities markets have fluctuated
considerably, which has reduced trading volume and our transaction revenues and
adversely affected our profitability. The terrorist attacks in the United States
on September 11, 2001, for example, resulted in lost commission revenues due to
the closing of U.S. financial markets for four days. When the markets reopened,
there was a period of substantial market volatility. Severe market fluctuations
in the future could have a material adverse effect on our business, financial
condition and operating results.

THE MARKET PRICE OF OUR CLASS A COMMON STOCK WILL FLUCTUATE AND COULD FLUCTUATE
SIGNIFICANTLY
Our Class A Common Stock has experienced significant price fluctuations in
recent months. The stock market in general also has experienced substantial
price and volume fluctuations in recent months. The market prices of securities
of Internet-related companies, in particular, have been especially volatile. The
price of our Class A Common Stock could decrease substantially. In addition,
because the market price of our Class A Common Stock tends to fluctuate
significantly, we may become the object






                                       19
<PAGE>
of securities class action litigation. Securities class action litigation may
result in substantial costs and a diversion of management's attention and
resources.

SUBSTANTIAL COMPETITION COULD REDUCE OUR MARKET SHARE AND HARM OUR FINANCIAL
PERFORMANCE
The market for online brokerage services, particularly electronic brokerage
services, is new, rapidly evolving and intensely competitive. We expect the
competitive environment to continue in the future. We face direct competition
from numerous online brokerage firms. We also encounter competition from the
broker-dealer affiliates of established full-commission brokerage firms as well
as from financial institutions, mutual fund sponsors and other organizations,
some of which provide or have announced that they intend to provide online
brokerage services. Some of our competitors have greater financial, technical,
marketing and other resources than we do. Some of our competitors offer a wider
range of services and financial products than we do and have greater name
recognition and a more extensive client base than we do. We believe that the
general financial success of companies within the online securities industry
will continue to attract new competitors to the industry, such as banks,
software development companies, insurance companies, providers of online
financial information and others. These companies may provide a more
comprehensive suite of services than we do. In addition, our clearing operations
compete with numerous firms that provide clearing and execution services to the
securities industry. We may not be able to compete effectively with current or
future competitors, which could have a material adverse effect on our business,
financial condition and results of operations.

OUR FUTURE OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY
We may experience significant variation in our future quarterly results of
operations. These fluctuations may result from, among other things, the timing
and size of advertising campaigns, introductions of or enhancements to online
investing services by us or our competitors, changes in trading volume in
securities markets, changes in pricing policies by us or our competitors,
disruptions or problems in our services to clients, changes in our business
strategy, changes in the level of operating expenses needed to support projected
growth, actions taken by us that negatively affect short-term results but may
benefit long-term results and general economic conditions.

Due to these factors, quarterly revenues and operating results are difficult to
forecast. We believe that period-to-period comparisons of our operating results
will not necessarily be meaningful, and you should not rely on them as an
indication of our future performance. In addition, our future quarterly
operating results may not consistently meet the expectations of securities
analysts or investors, which could have a material adverse effect on the market
price of the Class A Common Stock.

SYSTEMS FAILURES AND DELAYS COULD HARM OUR BUSINESS
We receive and process trade orders through a variety of electronic mediums,
including the Internet, wireless web, personal digital assistants and our
interactive voice response ("IVR") system. These methods of trading are heavily
dependent on the integrity of the electronic systems supporting them. Our
systems and operations are vulnerable to damage or interruption from human
error, natural disasters, power loss, computer viruses, intentional acts of
vandalism and similar events. Extraordinary trading volumes could cause our
computer systems to operate at an unacceptably low speed or even fail. While we
have invested significant amounts in the last few years to upgrade the
reliability and scalability of our systems, there can be no assurance that our
systems will be sufficient to handle such extraordinary trading volumes. In the
past, we experienced periods of extremely high trading volume that caused
individual system components or processes to fail, resulting in the temporary
unavailability of our Web site for online trading and delays in our telephone
systems. On some other occasions, high trading volume caused significant delays
in executing trading orders, resulting in some clients' orders being executed at
prices they did not anticipate. From time to time, we have reimbursed our
clients for losses incurred in connection with systems failures and delays. In
September 1998, we became subject to a putative class action lawsuit resulting
from systems failures and delays (See Note 13). Systems failures and delays may
occur again in the future and could cause, among other things, unanticipated
disruptions in service to our clients, slower system response times resulting in
transactions not being processed as quickly as our clients desire, decreased
levels of client service and client satisfaction, and harm to our reputation. If
any of these events were to occur, we could suffer a loss of clients or a
reduction in the growth of our client base, increased operating expenses,
financial losses, additional litigation or other client claims, and regulatory
sanctions or additional regulatory burdens.

CAPACITY CONSTRAINTS OF OUR SYSTEMS COULD HARM OUR BUSINESS
As our business increases, we may need to expand and upgrade our transaction
processing systems, network infrastructure and other aspects of our technology.
Many of our systems are designed to accommodate additional growth without
redesign or replacement; however, we may need to continue to make significant
investments in additional hardware and software to accommodate growth. We may
not be able to project accurately the rate, timing or cost of any increases in
our business, or to expand and upgrade our systems and infrastructure to
accommodate any increases in a timely manner. Failure to make necessary
expansions and upgrades to our systems and infrastructure could lead to failures
and delays, which could have a material adverse effect on our business,
financial condition and results of operations.





                                       20
<PAGE>
REGULATORY AND LEGAL UNCERTAINTIES COULD HARM OUR BUSINESS
The securities industry in the United States is subject to extensive regulation
under both federal and state laws. Broker-dealers are subject to regulations
covering all aspects of the securities business. Our operations and
profitability may be directly affected by, among other things, additional
legislation, changes in rules promulgated by the SEC, the NASD, the Federal
Reserve, the various stock exchanges and other self-regulatory organizations, or
changes in the interpretation or enforcement of existing laws and rules.

The SEC, the NASD and other self-regulatory organizations and state securities
commissions can censure, fine, issue cease-and-desist orders to, suspend or
expel a broker-dealer or any of its officers or employees. Our ability to comply
with applicable laws and rules is largely dependent on our internal system to
ensure compliance, as well as our ability to attract and retain qualified
compliance personnel. We could be subject to disciplinary or other actions in
the future due to claimed noncompliance, which could have a material adverse
effect on our business, financial condition and results of operations.

Recently, various regulatory and enforcement agencies have been reviewing
systems capacity, customer access, best execution practices, other service
issues and advertising claims as they relate to the online brokerage industry.
These reviews could result in enforcement actions or new regulations, either of
which could have a material adverse effect on our business, financial condition
and results of operations.

In addition, we use the Internet as a major distribution channel to provide
services to our clients. A number of regulatory agencies have recently adopted
regulations regarding client privacy and the use of client information by
service providers. These regulations may have an adverse impact on our business
in the future, including on our ability to provide client information to certain
third parties. It is possible that additional laws and regulations relating to
the Internet may be adopted in the future, including regulations regarding the
taxation, pricing, content and quality of products and services delivered over
the Internet. Any such laws or regulations might increase our cost of using, or
limit our ability to use, the Internet as a distribution channel. As a result,
the adoption of such laws and regulations could have a material adverse effect
on our business, financial condition and results of operations.

We intend to expand our business in U.S. securities to other countries. We will
need to comply with the relevant regulations of each country in which we conduct
business. Our international expansion may be limited by the compliance
requirements of these jurisdictions.

THE SUCCESS OF OUR BUSINESS WILL DEPEND ON CONTINUED DEVELOPMENT AND MAINTENANCE
OF THE INTERNET INFRASTRUCTURE
The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. Our success
will depend upon the development and maintenance of the Internet's
infrastructure to cope with this increased traffic. The Internet has experienced
a variety of outages and other delays as a result of damage to portions of its
infrastructure and could face similar outages and delays in the future. Outages
and delays are likely to affect the level of Internet usage and the processing
of transactions on our web site. In addition, the Internet could lose its
viability due to delays in the development or adoption of new standards to
handle increased levels of activity. The failure to develop and maintain the
Internet infrastructure could have a material adverse effect on our business,
financial condition and results of operations.

WE ARE HIGHLY DEPENDENT ON OUR KEY PERSONNEL
We are highly dependent on a small number of key executive officers. We have
entered into employment agreements with certain of our key executive officers
but do not maintain "key person" life insurance policies on any of our officers
or employees. Our success has been, and will be, dependent to a large degree on
our ability to retain the services of our existing key executive officers and to
attract and retain additional qualified personnel in the future. Competition for
these personnel is intense. The loss of the services of any of our key executive
officers or the inability to identify, hire and retain other highly qualified
technical and managerial personnel in the future could have a material adverse
effect on our business, financial condition and results of operations.

THE RICKETTS FAMILY CONTROLS ALL FUNDAMENTAL MATTERS AFFECTING US
J. Joe Ricketts, our Chairman and Founder, members of his family and trusts held
for their benefit (collectively, the "Ricketts Family") own approximately 52.2
percent of our Class A Common Stock and all of our Class B Common Stock, which
constitute approximately 55.9 percent of our Common Stock. As a result, the
Ricketts Family has the ability to control all fundamental matters affecting us,
including the election of our directors, the sale of substantially all of our
assets, our merger with another entity, an amendment to our certificate of
incorporation, the future issuance of Common Stock or other securities, and the
declaration of any dividend payable on our Common Stock.





                                       21
<PAGE>
In addition, the Ricketts Family could convert a portion of its Class B Common
Stock into Class A Common Stock and subsequently dispose of such shares, thereby
substantially reducing its economic interest while retaining the ability to
elect the majority of our directors.

WE WILL NEED TO INTRODUCE NEW PRODUCTS AND SERVICES TO REMAIN COMPETITIVE
Our future success depends in part on our ability to develop and enhance our
products and services. There are significant technical and financial risks in
the development of new or enhanced products and services, including the risk
that we will be unable to effectively use new technologies, adapt our services
to emerging industry standards, or develop, introduce and market new or enhanced
products and services. If we are unable to develop and introduce enhanced or new
products and services quickly enough to respond to market or client
requirements, or if our products and services fail to achieve market acceptance,
our business, financial condition and results of operations could be materially
adversely affected.

WE MAY NOT BE ABLE TO KEEP UP WITH RAPID TECHNOLOGICAL AND OTHER CHANGES
The markets in which we compete are characterized by rapidly changing
technology, evolving industry standards, frequent new product and service
announcements, introductions and enhancements and changing consumer demands. If
we are not able to keep up with these rapid changes, we may be at a competitive
disadvantage. In addition, the widespread adoption of new Internet, networking
or telecommunications technologies or other technological changes could require
us to incur substantial expenditures to modify or adapt our services or
infrastructure.

CHANGES IN PAYMENTS FOR ROUTING OUR CLIENTS' ORDERS COULD ADVERSELY AFFECT
OUR BUSINESS
We have arrangements with several execution agents to receive cash payments in
exchange for routing trade orders to these firms for execution. Receiving
payments for routing clients' orders may not continue to be permitted by the
SEC, or NASD or other governmental and regulatory agencies and courts.
Furthermore, competition between execution agents and the implementation of
order handling rules and decimalization of stock prices has made it less
profitable for execution agents to offer order flow payments to broker-dealers.
On a per trade basis, our payment for order flow revenue decreased 17 percent
between fiscal 1999 and fiscal 2001. These payments may continue to decrease on
a per trade basis, which could adversely effect our business, financial
condition and results of operations.

OUR NETWORKS MAY BE VULNERABLE TO SECURITY RISKS
The secure transmission of confidential information over public networks is a
critical element of our operations. We have not in the past experienced network
security breaches. However, our networks may be vulnerable to criminal access,
computer viruses and other security problems. Persons who circumvent security
measures could wrongfully use our confidential information or our clients'
confidential information or cause interruptions or malfunctions in our
operations. We may be required to expend significant additional resources to
protect against the threat of security breaches or to alleviate problems caused
by any breaches. We may not be able to implement security measures that will
protect against all security risks.

FAILURE TO COMPLY WITH NET CAPITAL REQUIREMENTS COULD ADVERSELY AFFECT OUR
BUSINESS
The SEC, the NASD and various other regulatory agencies have stringent rules
with respect to the maintenance of specific levels of net capital by securities
broker-dealers. Net capital is a SEC-defined measure of a broker-dealer's
readily available liquid assets, reduced by its total liabilities other than
approved subordinated debt. All of our broker-dealer subsidiaries are required
to comply with the net capital requirements. If we fail to maintain the required
net capital, the SEC could suspend or revoke our registration, or the NASD could
expel us from membership, which could ultimately lead to our liquidation. If the
net capital rules are changed or expanded, or if there is an unusually large
charge against net capital, operations that require the intensive use of capital
would be limited. A large operating loss or charge against net capital could
adversely affect our ability to expand or even maintain our present levels of
business, which could have a material adverse effect on our business, financial
condition and results of operations.

OUR CLEARING OPERATION EXPOSES US TO LIABILITY FOR ERRORS IN CLEARING FUNCTIONS
Advanced Clearing provides clearing and execution services to each of our
brokerage businesses, as well as to independent broker-dealers, depository
institutions, registered investment advisors and financial planners. Clearing
services include the confirmation, receipt, settlement and delivery functions
involved in securities transactions. As a clearing broker, Advanced Clearing
also assumes direct responsibility for the possession and control of client
securities and other assets and the clearance of client securities transactions.
Self-clearing securities firms are subject to substantially more regulatory
control and examination than brokers that rely on others to perform those
functions, such as many of our competitors. Errors in performing clearing
functions, including clerical and other errors related to the handling of funds
and securities held by us on behalf of clients and introducing brokers, could
lead to civil penalties imposed by applicable authorities as well as losses and
liability in related lawsuits brought by clients and others.





                                       22
<PAGE>
WE ARE EXPOSED TO CREDIT RISK
We make margin loans to clients collateralized by client securities and
periodically borrow securities to cover trades. A significant portion of our net
revenues is derived from interest on margin loans. To the extent that these
margin loans exceed client cash balances maintained with us, we generally must
obtain financing from third parties. We may not be able to obtain this financing
on favorable terms or in sufficient amounts. By permitting clients to purchase
securities on margin, we are subject to risks inherent in extending credit,
especially during periods of rapidly declining markets in which the value of the
collateral held by us could fall below the amount of a client's indebtedness. In
addition, in accordance with regulatory guidelines, we collateralize borrowings
of securities by depositing cash or securities with lending institutions.
Failure to maintain required deposit levels at all times at least equal to the
value of the related securities can subject us to risk of loss if sharp changes
in market values of substantial amounts of securities occur and parties to the
borrowing transactions fail to honor their commitments.

WE MUST PROTECT OUR INTELLECTUAL PROPERTY
Our success and ability to compete are dependent to a significant degree on
fully protecting our intellectual property, which includes our proprietary
technology, trade secrets and client base. We rely on numerous modes of
intellectual property protection to protect our intellectual property, including
copyright, trade secret, trademark, domain name, patent and contract law.
Notwithstanding the precautions taken by us to protect our intellectual
property, it is possible that third parties may misappropriate, obtain, copy or
use without authorization, or otherwise infringe upon, our intellectual
property. It is also possible that third parties may independently develop
intellectual property similar to ours. Policing unauthorized use of our
intellectual property may be difficult because of difficulties in controlling
the ultimate destination or security of information transmitted over the
Internet. In addition, the laws of foreign countries may afford different, and
possibly inadequate, protection of our intellectual property.

ACQUISITIONS AND STRATEGIC RELATIONSHIPS INVOLVE CERTAIN RISKS
We intend to pursue strategic acquisitions of businesses and technologies.
Acquisitions may entail numerous risks, including difficulties in assessing
values for acquired businesses and technologies, difficulties in the
assimilation of acquired operations and products, diversion of management's
attention from other business concerns, assumption of unknown material
liabilities of acquired companies, amortization of acquired intangible assets,
which could reduce future reported earnings, and potential loss of clients or
key employees of acquired companies. We may not be able to integrate
successfully any operations, personnel, services or products that we acquire in
the future. We have also established a number of strategic relationships with
online service providers and information service providers. These relationships
and others we may enter into in the future may be important to our business and
growth prospects. We may not be able to maintain these relationships or develop
new strategic alliances.

WE MAY NOT SUCCEED IN INTERNATIONAL MARKETS
We have limited experience in providing brokerage services internationally. We
may not succeed in marketing our services in international markets. In addition,
there are risks inherent in doing business in international markets that may
include in some markets, less developed technological infrastructures, lower
client acceptance of, or access to, electronic channels, regulatory
requirements, tariffs and other trade barriers, reduced protection for
intellectual property rights, difficulties in staffing and managing foreign
operations, less developed automation in exchanges, depositories and clearing
systems, fluctuations in currency exchange rates, and potentially adverse tax
consequences. Any of these factors could have a material adverse effect on our
future international operations.

PROVISIONS OF OUR CHARTER DOCUMENTS AND DELAWARE LAW COULD MAKE A TAKEOVER
MORE DIFFICULT
Our certificate of incorporation, bylaws and Delaware corporate law contain
provisions that might make it more difficult for someone to acquire control of
us in a transaction not approved by our board of directors. These provisions
could also discourage proxy contests and make it more difficult for other
stockholders to elect directors other than the candidates nominated by our board
of directors and other stockholders. The existence of these provisions could
adversely affect the market price of our Class A Common Stock. In addition,
these provisions could have the effect of depriving stockholders of an
opportunity to sell their shares at a premium over prevailing market prices.

ITEM 7A. 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 and market prices. We have established policies,
procedures and internal processes governing our management of market risks in
the normal course of our business operations.



                                       23
<PAGE>
Advanced Clearing seeks to control the risks associated with its client
activities by requiring clients to maintain margin collateral in compliance with
various regulatory and internal guidelines. Advanced Clearing monitors required
margin levels daily and, pursuant to such guidelines, requires the clients to
deposit additional collateral, or to reduce positions, when necessary.

As a fundamental part of our brokerage business, we hold short-term interest
earning assets, mainly funds required to be segregated in compliance with
federal regulations for clients. Such funds totaled $2.0 billion at September
28, 2001 and $216.0 million at September 29, 2000. We invest such funds
primarily in short-term fixed-rate U.S. Treasury Bills and repurchase
agreements. Our interest earning assets are financed by short-term interest
bearing liabilities totaling $2.8 billion at September 28, 2001 and $2.6 billion
at September 29, 2000 in the form of client cash balances. Additionally, at
September 28, 2001 we had $47.6 million outstanding in convertible subordinated
notes (see "Convertible Subordinated Notes"), which bear interest at a fixed
rate of interest of 5.75 percent, and $22.5 million outstanding under our
revolving credit agreement (see "Loan Agreements") which bears interest at a
floating rate. This compares to $200.0 million outstanding in convertible
subordinated notes and $75.0 million outstanding under our revolving credit
agreement at September 29, 2000. We earn a net interest spread on the difference
between amounts earned on client margin loans and amounts paid on client credit
balances. Since we establish the rate paid on client cash balances, a
substantial portion of our interest rate risk is under our direct management.
Our annual interest payments on our revolving credit agreement would increase or
decrease by approximately $225,000 for each one percent change in interest rates
based on the amount outstanding at September 28, 2001.

We hold a marketable equity security at September 28, 2001, which is recorded at
fair value of $61.0 million ($36.9 million net of tax) and has exposure to
market price risk. The same security was recorded at fair value of $284.7
million ($173.9 million net of tax) at September 29, 2000. This risk is
estimated as the potential loss in fair value resulting from a hypothetical 10
percent adverse change in prices quoted by the stock exchanges and amounts to
approximately $6.1 million and $28.5 million at September 28, 2001 and September
29, 2000, respectively. Actual results may differ.

Our revenues and financial instruments are denominated in U.S. dollars, and we
generally do not invest in derivative financial instruments or derivative
commodity instruments. At September 28, 2001, we had an equity index swap
arrangement with a notional amount of $15.6 million for the purpose of hedging
our obligation under our deferred compensation plan for our Chief Executive
Officer. Changes in the fair value of this instrument are offset by changes in
our obligation to our Chief Executive Officer.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

   Report of Management . . . . . . . . . . . . . . . . . . . . . . .    25
   Independent Auditors' Report . . . . . . . . . . . . . . . . . . .    26

   Consolidated Balance Sheets  . . . . . . . . . . . . . . . . . . .    27
   Consolidated Statements of Operations  . . . . . . . . . . . . . .    28
   Consolidated Statements of Stockholders' Equity  . . . . . . . . .    29
   Consolidated Statements of Cash Flows  . . . . . . . . . . . . . .    30
   Notes to Consolidated Financial Statements . . . . . . . . . . . .    31

                                       24
<PAGE>
REPORT OF MANAGEMENT

To the Board of Directors and Stockholders of
Ameritrade Holding Corporation and Subsidiaries
Omaha, Nebraska


Management of Ameritrade Holding Corporation (the "Corporation") is responsible
for the preparation, consistency, integrity and fair presentation of the
consolidated financial statements. The consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America applied on a consistent basis and, in management's
opinion, are fairly presented. The financial statements include amounts that are
based on management's informed judgements and best estimates.

Management has established and maintains comprehensive systems of internal
control that provide reasonable assurance as to the consistency, integrity, and
reliability of the preparation and presentation of financial statements; the
safeguarding of assets; the effectiveness and efficiency of operations; and
compliance with applicable laws and regulations. The concept of reasonable
assurance is based upon the recognition that the cost of the controls should not
exceed the benefit derived. Management monitors the systems of internal control
and maintains an independent internal auditing program that assesses the
effectiveness of internal controls. Management believes the Corporation's
systems of internal control provide reasonable assurance and are adequate to
accomplish the objectives described herein.

The Board of Directors exercises its oversight role with respect to the
Corporation's systems of internal control primarily through its Audit Committee,
which is comprised solely of outside directors. The Committee oversees the
Corporation's systems of internal control and financial reporting to assess
whether their quality, integrity, and objectivity are sufficient to protect
shareholders' investments.

The Corporation's consolidated financial statements have been audited by
Deloitte & Touche LLP ("Deloitte & Touche"), independent auditors. As part of
its audit, Deloitte & Touche considers the Corporation's internal controls to
establish a basis for reliance thereon in determining the nature, timing, and
extent of auditing procedures considered necessary to render its opinion as to
the fair presentation, in all material respects, of the consolidated financial
statements and is based on independent audits made in accordance with auditing
standards generally accepted in the United States of America. Management has
made available to Deloitte & Touche all the Corporation's financial records and
related data and believes that all representations made to Deloitte & Touche
during its audits were valid and appropriate.

/s/ Joseph H. Moglia
Chief Executive Officer

/s/ John R. MacDonald
Executive Vice President, Chief Financial Officer and Treasurer

October 23, 2001

                                       25
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Ameritrade Holding Corporation and Subsidiaries
Omaha, Nebraska


We have audited the accompanying consolidated balance sheets of Ameritrade
Holding Corporation and its subsidiaries (collectively, the "Company") as of
September 28, 2001 and September 29, 2000, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended September 28, 2001. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Ameritrade Holding Corporation and
its subsidiaries as of September 28, 2001 and September 29, 2000, and the
results of their operations and their cash flows for each of the three years in
the period ended September 28, 2001 in conformity with accounting principles
generally accepted in the United States of America.



/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Omaha, Nebraska
October 23, 2001
(December 12, 2001, as to Note 6)




                                       26
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 28, 2001 AND SEPTEMBER 29, 2000
IN THOUSANDS, EXCEPT SHARE AMOUNTS

<TABLE>
<CAPTION>
                                                                                               2001         2000
                                                                                            ---------    ----------
ASSETS
<S>                                                                                        <C>          <C>
Cash and cash equivalents ................................................................ $   24,134   $  122,351
Cash and investments segregated in compliance with federal regulations ...................  2,044,257      215,956
Receivable from brokers, dealers and clearing organizations ..............................    178,169       24,646
Receivable from clients and correspondents - net of allowance
   for doubtful accounts:  2001 - $3.8 million;  2000 - $4.0 million .....................    971,823    2,926,981
Refundable income taxes ..................................................................          -        4,108
Property and equipment - net of accumulated depreciation and
   amortization:  2001 - $34.4 million;  2000 - $34.1 million ............................     83,671       90,348
Goodwill - net of accumulated amortization:  2001 - $9.9 million;  2000 - $3.2 million ...    210,794       40,002
Acquired intangible assets - net of accumulated amortization:  2001 - $0.1 million .......     15,067            -
Investments ..............................................................................     62,717      292,907
Other assets .............................................................................     63,239       80,937
                                                                                           ----------   ----------
     Total assets ........................................................................ $3,653,871   $3,798,236
                                                                                           ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Payable to brokers, dealers and clearing organizations ................................ $  304,301   $  433,706
   Payable to clients and correspondents .................................................  2,777,916    2,618,157
   Accounts payable and accrued liabilities ..............................................    121,933       99,239
   Notes payable .........................................................................     22,500       75,000
   Convertible subordinated notes ........................................................     47,645      200,000
   Deferred income taxes .................................................................      8,143      107,966
                                                                                           ----------   ----------
     Total liabilities ...................................................................  3,282,438    3,534,068
                                                                                           ----------   ----------

Commitments and contingencies

Stockholders' equity:
   Preferred Stock, $1 par value; 3,000,000 shares authorized, none issued ...............          -            -
   Common Stock, $0.01 par value:
     Class A - 270,000,000 shares authorized;  2001 - 198,922,132 shares
          issued;  2000 - 160,036,664 shares issued ......................................      1,990        1,600
     Convertible Class B - 18,000,000 shares authorized; 16,372,800 shares
          issued and outstanding .........................................................        164          164
                                                                                           ----------   ----------
     Total Common Stock ..................................................................      2,154        1,764

Additional paid-in capital ...............................................................    384,175       47,864
Retained earnings (accumulated deficit) ..................................................    (49,507)      41,670
Treasury stock - Class A shares at cost: 2001 - 116,821 shares;
   2000 - 43,492 shares ..................................................................     (1,746)        (331)
Deferred compensation ....................................................................        215            -
Accumulated other comprehensive income ...................................................     36,142      173,201
                                                                                           ----------   ----------
     Total stockholders' equity ..........................................................    371,433      264,168
                                                                                           ----------   ----------
     Total liabilities and stockholders' equity .......................................... $3,653,871   $3,798,236
                                                                                           ==========   ==========
</TABLE>


                 See notes to consolidated financial statements.


                                       27
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 28, 2001, SEPTEMBER 29, 2000 AND
SEPTEMBER 24, 1999
IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

<TABLE>
<CAPTION>
                                                            2001          2000        1999
                                                          ---------    ---------   ----------
<S>                                                       <C>          <C>         <C>
Revenues:
   Commissions and clearing fees ......................   $ 269,384    $ 389,742   $  188,082
   Interest revenue ...................................     191,530      242,819      116,162
   Other ..............................................      37,763       21,890       10,213
                                                          ---------    ---------   ----------
     Total revenues ...................................     498,677      654,451      314,457

   Client interest expense ............................      43,947       74,019       42,435
                                                          ---------    ---------   ----------
     Net revenues .....................................     454,730      580,432      272,022
                                                          ---------    ---------   ----------
Operating expenses:
   Employee compensation and benefits .................     147,657      144,883       74,353
   Communications .....................................      39,896       36,394       18,591
   Occupancy and equipment costs ......................      73,449       45,249       14,992
   Depreciation and amortization ......................      36,033       21,624        6,753
   Professional services ..............................      57,422       71,478       40,644
   Interest on borrowings .............................      11,067       16,412        4,463
   Other ..............................................      48,438       38,836       34,401
                                                          ---------    ---------   ----------
     Total operating expenses .........................     413,962      374,876      194,197
                                                          ---------    ---------   ----------
     Operating margin .................................      40,768      205,556       77,825

Advertising ...........................................     134,770      225,820       59,717
Gain on sale of investment ............................      (9,692)           -            -
Debt conversion expense ...............................      62,082            -            -
                                                          ---------    ---------   ----------
Income (loss) before income taxes .....................    (146,392)     (20,264)      18,108
Provision (benefit) for income taxes ..................     (55,215)      (6,638)       6,569
                                                          ---------    ---------   ----------
Net income (loss) .....................................   $ (91,177)   $ (13,626)  $   11,539
                                                          =========    =========   ==========
Basic earnings (loss) per share .......................   $   (0.49)   $   (0.08)  $     0.07
Diluted earnings (loss) per share .....................   $   (0.49)   $   (0.08)  $     0.07

Weighted average shares outstanding - basic ...........     185,830      175,025      174,342
Weighted average shares outstanding - diluted .........     185,830      175,025      175,745
</TABLE>



                        See notes to consolidated financial statements.





                                       28
<PAGE>

AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 28, 2001, SEPTEMBER 29, 2000 AND
SEPTEMBER 24, 1999
IN THOUSANDS


<TABLE>
<CAPTION>
                                                                COMMON STOCK
                                                     ------------------------------------
                                           TOTAL      CLASS A      CLASS B        TOTAL
                                         ---------   ---------    ---------     ---------
<S>                                      <C>         <C>          <C>          <C>
Balance, September 25, 1998 ..........   $  84,572   $   1,577    $     164    $   1,741
   Net income ........................      11,539           -            -            -
   Net unrealized investment gain ....     121,914           -            -            -
                                         ---------
       Total comprehensive income ....     133,453
                                         ---------
   Issuance of treasury stock ........          65           -            -            -
   Options exercised .................         508           3            -            3
   Tax benefit of options exercised ..       1,865           -            -            -
                                         ---------   ---------    ---------    ---------
Balance, September 24, 1999 ..........     220,463       1,580          164        1,744
   Net loss ..........................     (13,626)          -            -            -
   Net unrealized investment gain ....      33,764           -            -            -
                                         ---------
       Total comprehensive income ....      20,138
                                         ---------
   Purchase of treasury stock ........        (269)          -            -            -
   Issuance of treasury stock ........         262           -            -            -
   Acquisition of subsidiaries .......      21,377          17            -           17
   Options exercised .................         531           3            -            3
   Tax benefit of options exercised ..       1,666           -            -            -
                                         ---------   ---------    ---------    ---------
Balance, September 29, 2000 ..........     264,168       1,600          164        1,764
   Net loss ..........................     (91,177)          -            -            -
   Net unrealized investment loss ....    (137,059)          -            -            -
                                         ---------
     Total comprehensive loss ........    (228,236)
                                         ---------
   Purchase of treasury stock ........      (1,257)          -            -            -
   Issuance of treasury stock ........         152           -            -            -
   Acquisition of subsidiaries .......     224,456         340            -          340
   Subordinated note conversion ......     109,530          47            -           47
   Options exercised .................       1,431           3            -            3
   Tax benefit of options exercised ..         974           -            -            -
   Deferred compensation .............         215           -            -            -
                                         ---------   ---------    ---------    ---------
Balance, September 28, 2001 ..........   $ 371,433   $   1,990    $     164    $   2,154
                                         =========   =========    =========    =========
<CAPTION>

                                                      RETAINED                                 ACCUMULATED
                                         ADDITIONAL   EARNINGS/                                   OTHER
                                          PAID-IN   (ACCUMULATED   TREASURY     DEFERRED      COMPREHENSIVE
                                          CAPITAL     DEFICIT)      STOCK     COMPENSATION        INCOME
                                         ---------- ------------  ----------  ------------    -------------
<S>                                      <C>         <C>          <C>          <C>             <C>
Balance, September 25, 1998 ..........   $  21,684   $  43,757    $    (133)   $       -       $  17,523
   Net income ........................           -      11,539            -            -               -
   Net unrealized investment gain ....           -           -            -            -         121,914
       Total comprehensive income ....
   Issuance of treasury stock ........          25           -           40            -               -
   Options exercised .................         505           -            -            -               -
   Tax benefit of options exercised ..       1,865           -            -            -               -
                                         ---------   ---------    ---------    ---------       ---------
Balance, September 24, 1999 ..........      24,079      55,296          (93)           -         139,437
   Net loss ..........................           -     (13,626)           -            -               -
   Net unrealized investment gain ....           -           -            -            -          33,764
       Total comprehensive income ....
   Purchase of treasury stock ........           -           -         (269)           -               -
   Issuance of treasury stock ........         231           -           31            -               -
   Acquisition of subsidiaries .......      21,360           -            -            -               -
   Options exercised .................         528           -            -            -               -
   Tax benefit of options exercised ..       1,666           -            -            -               -
                                         ---------   ---------    ---------    ---------       ---------
Balance, September 29, 2000 ..........      47,864      41,670         (331)           -         173,201
   Net loss ..........................           -     (91,177)           -            -               -
   Net unrealized investment loss ....           -           -            -            -        (137,059)
     Total comprehensive loss ........
   Purchase of treasury stock ........           -           -       (1,257)                           -
   Issuance of treasury stock ........         127           -           25                            -
   Acquisition of subsidiaries .......     224,116           -            -            -               -
   Subordinated note conversion ......     109,483           -            -            -               -
   Options exercised .................       1,428           -            -            -               -
   Tax benefit of options exercised ..         974           -            -            -               -
   Deferred compensation .............         183           -         (183)         215               -
                                         ---------   ---------    ---------    ---------       ---------
Balance, September 28, 2001 ..........   $ 384,175   $ (49,507)   $  (1,746)   $     215       $  36,142
                                         =========   =========    =========    =========       =========

</TABLE>


                See notes to consolidated financial statements.




                                       29
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 28, 2001, SEPTEMBER 29, 2000 AND
SEPTEMBER 24, 1999
IN THOUSANDS



<TABLE>
<CAPTION>
                                                                                         2001           2000           1999
                                                                                      ----------     ----------     -----------
<S>                                                                                  <C>            <C>            <C>
Cash flows from operating activities:
   Net income (loss) .............................................................   $   (91,177)   $   (13,626)   $    11,539
   Adjustments to reconcile net income (loss) to net cash from
    operating activities:
     Depreciation and amortization ...............................................        29,245         19,987          6,390
     Provision for loan losses ...................................................           711          3,637          2,155
     Deferred income taxes .......................................................       (53,393)       (10,782)         7,833
     Loss on disposal of property ................................................        16,581          4,174              -
     Gain on sale of investment ..................................................        (9,692)             -              -
     Amortization of goodwill and intangible assets ..............................         6,788          1,637            363
     Changes in operating assets and liabilities:
        Cash and investments segregated in compliance with federal
          regulations ............................................................    (1,828,301)       683,871       (387,673)
        Receivable from brokers, dealers and clearing organizations ..............      (134,371)        65,311        (64,225)
        Receivable from clients and correspondents ...............................     1,954,447     (1,403,816)      (881,594)
        Refundable income taxes ..................................................         5,082         11,839        (15,947)
        Other assets .............................................................        21,402         (5,871)       (44,410)
        Payable to brokers, dealers and clearing organizations ...................      (129,405)        48,746        373,195
        Payable to clients and correspondents ....................................       159,759        560,811        921,264
        Accounts payable and accrued liabilities .................................         5,042         15,809         40,802
                                                                                     -----------    -----------    -----------

          Net cash flows from operating activities ...............................       (47,282)       (18,273)       (30,308)
                                                                                     -----------    -----------    -----------

Cash flows from investing activities:
   Purchase of property and equipment ............................................       (23,929)       (41,512)       (48,632)
   Proceeds from sale of property and equipment ..................................         4,967              -              -
   Cash acquired (paid) in business combinations, net ............................         4,018         (5,995)        (6,917)
   Proceeds from sale of investment ..............................................        16,359              -              -
   Purchase of investments .......................................................          (176)        (6,936)             -
                                                                                     -----------    -----------    -----------

          Net cash flows from investing activities ...............................         1,239        (54,443)       (55,549)
                                                                                     -----------    -----------    -----------

Cash flows from financing activities:
   Proceeds from notes payable ...................................................        74,900        160,000        294,000
   Principal payments on notes payable ...........................................      (127,400)       (85,000)      (105,000)
   Proceeds from exercise of stock options .......................................         1,431            531            508
   Purchase of treasury stock ....................................................        (1,257)          (269)             -
   Issuance of treasury stock ....................................................           152            262             65
                                                                                     -----------    -----------    -----------

          Net cash flows from financing activities ...............................       (52,174)        75,524        189,573
                                                                                     -----------    -----------    -----------
Net increase (decrease) in cash and cash equivalents .............................       (98,217)         2,808        103,716

Cash and cash equivalents at beginning of period .................................       122,351        119,543         15,827
                                                                                     -----------    -----------    -----------
Cash and cash equivalents at end of period .......................................   $    24,134    $   122,351    $   119,543
                                                                                     ===========    ===========    ===========

Supplemental cash flow information:
   Interest paid .................................................................   $    62,455    $   101,793    $    43,744
   Income taxes paid (refunds received) ..........................................   $    (6,904)   $    (9,361)   $    14,149

Noncash investing and financing activities:
   Tax benefit on exercise of stock options ......................................   $       974    $     1,666    $     1,865
   Issuance of Common Stock in acquisition of subsidiaries .......................   $   224,456    $    21,377    $         -
   Conversion of convertible notes to Class A Common Stock .......................   $   152,355    $         -    $         -
   Deferred income taxes on debt conversion ......................................   $   (42,825)   $         -    $         -
</TABLE>



                See notes to consolidated financial statements.



                                       30
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 28, 2001, SEPTEMBER 29, 2000 AND
SEPTEMBER 24, 1999
(COLUMNAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


1.   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION - The consolidated financial statements include the
     accounts of Ameritrade Holding Corporation and its wholly-owned
     subsidiaries (collectively, the "Company"). All intercompany balances and
     transactions have been eliminated.

     The Company reports on a fifty-two/fifty-three week year. Each fiscal year
     ends on the last Friday of the month of September. Fiscal years 2001 and
     1999 were each fifty-two week years. Fiscal year 2000 was a fifty-three
     week year.

     NATURE OF OPERATIONS - The Company provides securities brokerage services
     through its broker-dealer subsidiaries. The Company also provides trading
     execution and clearing services for its own broker-dealer operations and
     for unaffiliated broker-dealers through its subsidiary, Advanced Clearing,
     Inc. ("Advanced Clearing"). The Company's broker-dealer subsidiaries are
     subject to regulation by the Securities and Exchange Commission ("SEC"),
     the National Association of Securities Dealers, the International Stock
     Exchange and the Chicago Stock Exchange, Inc.

     CAPITAL STOCK - The authorized capital stock of the Company consists of
     Class A Common Stock, Class B Common Stock and Preferred Stock. Each share
     of Class A and Class B Common Stock is entitled to one vote on all matters,
     except that the Class B Common Stock is entitled to elect a majority of the
     directors of the Company and the Class A Common Stock is entitled to elect
     the remainder of the directors. Each class of Common Stock is equally
     entitled to dividends if, as and when declared by the Board of Directors.
     Shares of Class A Common Stock are not convertible, while each share of
     Class B Common Stock is convertible into one share of Class A Common Stock
     at the option of the Class B holder. Each share of Class B Common Stock
     automatically converts into one share of Class A Common Stock if that share
     of Class B Common Stock is sold or transferred to any person other than J.
     Joe Ricketts, Marlene M. Ricketts, any lineal descendent of J. Joe Ricketts
     and Marlene M. Ricketts, any of their spouses or any trust or entity that
     holds Common Stock for the benefit of any of those persons. In addition,
     Class B Common Stock automatically converts on a share for share basis into
     Class A Common Stock if the number of shares of outstanding Common Stock
     held in the aggregate by that group of persons falls below 20 percent of
     the total number of shares of outstanding Common Stock.

     Voting, dividend, conversion and liquidation rights of the Preferred Stock
     would be established by the Board of Directors upon issuance of such
     Preferred Stock.

     USE OF ESTIMATES - The preparation of consolidated financial statements in
     conformity with accounting principles generally accepted in the United
     States of America requires management to make estimates and assumptions
     that affect the reported amount of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the consolidated financial
     statements and the reported amounts of revenues and expenses during the
     reporting period. Actual results could differ from those estimates.

     SECURITIES TRANSACTIONS - Securities transactions are recorded on a
     settlement date basis with such transactions generally settling three
     business days after trade date. Revenues and expenses related to securities
     transactions, including revenues from execution agents, are recorded on
     trade date.

     DEPRECIATION AND AMORTIZATION - Depreciation is provided on a straight-line
     basis using estimated useful service lives of 3 to 7 years. Leasehold
     improvements are amortized over the lesser of the economic useful life of
     the improvement or the term of the lease. Goodwill is amortized on a
     straight-line basis generally over periods ranging from 7 to 20 years,
     except for goodwill on acquisitions completed after June 30, 2001, which is
     not amortized. Acquired intangible assets are amortized on a straight-line
     basis over their estimated useful lives.

     IMPAIRMENT OF LONG-LIVED ASSETS - The Company reviews its intangible assets
     and other long-lived assets for impairment at least annually or whenever
     events or changes in circumstances indicate that the carrying amount of
     such asset may not be recoverable. An evaluation of recoverability is
     performed by comparing the undiscounted cash flows associated with the
     asset to the asset's carrying amount to determine if a write-down is
     required.



                                       31
<PAGE>



     CASH AND CASH EQUIVALENTS - The Company considers temporary, highly liquid
     investments with an original maturity of three months or less to be cash
     equivalents.

     SEGREGATED CASH AND INVESTMENTS - Cash and investments, consisting
     primarily of U.S. Treasury Bills and repurchase agreements, at Advanced
     Clearing of $2,044.3 million and $216.0 million as of September 28, 2001
     and September 29, 2000, respectively, have been segregated in a special
     reserve bank account for the benefit of clients under Rule 15c3-3 of the
     Securities Exchange Act of 1934 and other regulations.

     FAIR VALUE OF FINANCIAL INSTRUMENTS - The Company considers the amounts
     presented for financial instruments on the consolidated balance sheets,
     except for the convertible subordinated notes, to be reasonable estimates
     of fair value based on maturity dates and repricing characteristics. The
     estimated fair value of the convertible subordinated notes was
     approximately $31 million and $115 million at September 28, 2001 and
     September 29, 2000, respectively. The estimated fair value of the notes has
     been determined by the Company using available market information.

     INVESTMENTS - Investments are accounted for under the equity method when
     the Company has the ability to exercise significant influence over the
     investee's operating and financial policies. The cost method is used for
     investments that do not meet equity method criteria. Declines in fair value
     of cost method investments that are considered other than temporary are
     accounted for as realized losses. The Company's investments in marketable
     equity securities are carried at fair value and are designated as
     available-for-sale. Unrealized gains and losses, net of deferred income
     taxes, are reflected as accumulated other comprehensive income. Realized
     gains and losses are determined on the specific identification method and
     are reflected in the statements of operations.

     SOFTWARE DEVELOPMENT - Software development costs are capitalized and
     included in property and equipment at the point technological feasibility
     has been established until beta testing is complete. Once the product is
     fully functional, such costs are amortized in accordance with the Company's
     normal accounting policies. Software development costs incurred in the
     development and enhancement of software used in connection with services
     provided by the Company that do not meet capitalization criteria are
     expensed as incurred.

     DEFERRED COMPENSATION - Company Class A Common Stock held in a rabbi trust
     pursuant to a Company deferred compensation plan is recorded at the fair
     value of the stock at the time it is transferred to the rabbi trust and is
     classified as treasury stock. The corresponding deferred compensation
     liability is recorded as a component of stockholders' equity at the current
     fair value of the Class A Common Stock.

     ADVERTISING - The Company expenses advertising costs as they are incurred.

     INCOME TAXES - The Company files a consolidated income tax return with its
     subsidiaries on a calendar year basis. Deferred tax liabilities and assets
     are determined based on the differences between the financial statement
     carrying amounts and tax bases of assets and liabilities using enacted tax
     rates.

     EARNINGS (LOSS) PER SHARE - Basic earnings (loss) per share ("EPS") is
     computed by dividing net income (loss) by the weighted average common
     shares outstanding for the period. Diluted EPS reflects the potential
     dilution that could occur if securities or other contracts to issue Common
     Stock were exercised or converted into Common Stock.

     STOCK BASED COMPENSATION - As permitted by Statement of Financial
     Accounting Standards ("SFAS") No. 123, Accounting for Stock Based
     Compensation, the Company accounts for its stock-based compensation on the
     intrinsic-value method in accordance with Accounting Principles Board
     Opinion No. 25, Accounting for Stock Issued to Employees. The Company
     provides pro forma disclosures of net income (loss) and earnings (loss) per
     share as required under SFAS No. 123.

     COMPREHENSIVE INCOME (LOSS) - Comprehensive income (loss) for all periods
     presented consists of net income (loss) and unrealized gains (losses) on
     securities available-for-sale, net of related income taxes. These results
     are incorporated into the consolidated statements of stockholders' equity.

     DERIVATIVES AND HEDGING ACTIVITIES - The Company adopted SFAS No. 133,
     Accounting for Derivative Instruments and Hedging Activities, as amended by
     SFAS No. 137 and SFAS No. 138, on September 30, 2000. There was no impact
     to the consolidated financial statements as a result of adopting this
     standard. In fiscal 2001, the Company entered into an equity index swap
     arrangement with a notional amount of approximately $15.6 million for the
     purpose of hedging its obligation under its deferred compensation plan for
     its Chief Executive Officer. Unrealized gains or losses on the swap



                                       32
<PAGE>



     arrangement are treated as an adjustment to employee compensation and
     benefits expense in the statements of operations, offsetting changes to the
     related deferred compensation liability. Approximately 0.9 million shares
     of the Company's Knight Trading Group, Inc. ("Knight") (see Note 5) common
     stock are pledged as collateral under the equity index swap arrangement.

     RELATED PARTY LOANS - Certain Company directors and employees maintain
     margin accounts with Advanced Clearing. Advanced Clearing had margin loans
     to Company directors and employees totaling $21.7 million and $22.0 million
     as of September 28, 2001 and September 29, 2000, respectively. These loans
     are made in the ordinary course of Advanced Clearing's business on terms no
     more favorable than those available on comparable transactions with other
     parties.

     RECLASSIFICATIONS - Certain items in prior years' consolidated financial
     statements have been reclassified to conform to the current year
     presentation.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

     SFAS NOS. 141 AND 142 - In June 2001, the Financial Accounting Standards
     Board ("FASB") issued SFAS No. 141, Business Combinations and No. 142,
     Goodwill and Other Intangible Assets. SFAS No. 141 is effective for
     business combinations initiated after June 30, 2001 and includes criteria
     for the recognition of intangible assets separately from goodwill. SFAS No.
     142 will be effective for fiscal years beginning after December 15, 2001.
     Early application is permitted for entities with fiscal years beginning
     after March 15, 2001, provided that the first interim financial statements
     have not been previously issued. The Company adopted SFAS No. 142 for the
     fiscal year beginning September 29, 2001. SFAS No. 142 requires that
     goodwill not be amortized, but rather be subject to an impairment test at
     least annually. Separately identified and recognized intangible assets
     resulting from business combinations completed before July 1, 2001 that do
     not meet the new criteria for separate recognition of intangible assets
     will be reclassified into goodwill upon adoption. In addition, the useful
     lives of recognized intangible assets acquired in transactions completed
     before July 1, 2001 will be reassessed and the remaining amortization
     periods adjusted accordingly. The Company expects that the elimination of
     goodwill amortization will have a positive impact on reported income before
     income taxes in fiscal 2002 of approximately $9.0 million, not including
     the impact of goodwill associated with the acquisition of National Discount
     Brokers Corporation (see Note 2) or any other potential future
     acquisitions.

     SFAS NO. 143 - In June 2001, the FASB issued SFAS No. 143, Accounting for
     Asset Retirement Obligations. SFAS No. 143 addresses financial accounting
     and reporting for obligations associated with the retirement of tangible
     long-lived assets and the associated asset retirement costs and is
     effective for fiscal years beginning after June 15, 2002. Management does
     not expect the impact of SFAS No. 143 to be material to the Company's
     consolidated financial statements.

     SFAS NO. 144 - In August 2001, the FASB issued SFAS No. 144, Accounting for
     the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 amends SFAS
     No. 121, Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to be Disposed Of, and establishes a single accounting
     model for the impairment or disposal of long-lived assets. SFAS No. 144 is
     effective for fiscal years beginning after December 15, 2001. Management
     does not expect the impact of SFAS No. 144 to be material to the Company's
     consolidated financial statements.

2.   ACQUISITIONS

     On April 2, 2001, the Company acquired TradeCast Inc. ("TradeCast"), a
     Delaware corporation, and all of the ownership interests in TradeCast
     Investments Ltd. ("TradeCast Ltd."), a Texas limited partnership. TradeCast
     Ltd., through its subsidiaries, is a leading provider of direct access
     trade execution and software designed for the active trader. In connection
     with the acquisition, the Company issued 7,500,000 shares of its Class A
     Common Stock in exchange for the outstanding shares of TradeCast common
     stock and the ownership interests of TradeCast Ltd., including 375,000
     shares which are being held in escrow pursuant to the indemnification
     provisions of the transaction documents. The Company also issued an
     additional 712,500 shares of its Class A Common Stock in connection with
     the acquisition which are being held in escrow and may be released based on
     future performance. If any additional shares are released or issued
     pursuant to the above provisions, the value of the shares will be recorded
     as an increase to the goodwill associated with the acquisition. The
     acquisition was accounted for as a purchase with the resulting goodwill
     being amortized over 10 years.

     On September 6, 2001, the Company acquired all of the shares of common
     stock of National Discount Brokers Corporation ("NDB.com"), a New York
     corporation, and all of the outstanding subordinated promissory notes
     issued by NDB.com to its former parent. In connection with the acquisition,
     the Company paid aggregate consideration of $154 million,



                                       33
<PAGE>



     consisting of $20,000 in cash and 26,027,282 shares of the Company's Class
     A Common Stock. The number of shares of Common Stock was determined based
     on the average closing stock price of the Class A Common Stock on the
     Nasdaq National Market for the ten consecutive trading days ending on the
     business day prior to the closing date. Since the acquisition was completed
     after June 30, 2001, it is subject to accounting under SFAS Nos. 141 and
     142, which require that resulting goodwill not be amortized.

     The purchase price for TradeCast and NDB.com was comprised of the
     following:

                                 PURCHASE PRICE

<Table>
<Caption>
                                                      TRADECAST    NDB.COM        TOTAL
                                                     ----------   ----------   ----------
<S>                                                  <C>          <C>          <C>
Class A Common Stock issued, net of
   registration costs .............................  $   63,763   $  153,835   $  217,598
Cash acquired, net of cash paid ...................      (3,101)        (917)      (4,018)
Acquisition costs .................................       2,176        2,634        4,810
Exit and involuntary termination costs ............          --       11,485       11,485
Fair value of stock options granted to
   TradeCast Ltd. employees .......................         512           --          512
Liabilities assumed ...............................       3,511        5,699        9,210
                                                     ----------   ----------   ----------
  Total purchase price ............................  $   66,861   $  172,736   $  239,597
                                                     ==========   ==========   ==========
</Table>


     The preliminary purchase price allocation for TradeCast and NDB.com is
     summarized as follows:


                     PRELIMINARY PURCHASE PRICE ALLOCATION

<Table>
<Caption>
                                                      TRADECAST    NDB.COM       TOTAL
                                                     ----------   ----------  ----------
<S>                                                  <C>          <C>         <C>
Receivable from brokers, dealers, and clearing
   organizations ..................................  $       --   $   19,152  $   19,152
Property & equipment, net .........................      14,663        5,524      20,187
Other assets ......................................       4,386        1,348       5,734
Acquired client relationship intangible asset .....          --       15,126      15,126
Goodwill ..........................................      50,059      126,725     176,784
Deferred income taxes .............................      (2,247)       4,861       2,614
                                                     ----------   ----------  ----------
  Total ...........................................  $   66,861   $  172,736  $  239,597
                                                     ==========   ==========  ==========
</Table>



     The amount allocated to the NDB.com client relationship intangible asset is
     being amortized over an estimated life of 20 years. Approximately $120
     million of goodwill and $15 million of acquired intangible assets resulting
     from the NDB.com acquisition are expected to be deductible for income tax
     purposes. Approximately $15 million of goodwill resulting from the
     TradeCast acquisition is expected to be deductible for income tax purposes.
     In connection with the NDB.com acquisition, the Company will terminate the
     employment of most NDB.com employees and will terminate certain contractual
     arrangements. Included in exit and involuntary termination costs at the
     acquisition date were involuntary termination costs of approximately $6.4
     million and exit costs of approximately $5.1 million. The Company expects
     substantially all exit and involuntary termination costs to be paid during
     fiscal 2002.

     The following unaudited pro forma financial information sets forth the
     results of operations of the Company as if the acquisitions of TradeCast
     and NDB.com had occurred on September 25, 1999. The pro forma results do
     not reflect any potential operating cost savings that may result from the
     consolidation of operations of the Company, TradeCast and NDB.com and are
     not necessarily indicative of the results of future operations.



                                       34
<PAGE>



     Pro forma financial information (unaudited) for the fiscal years ended:


<Table>
<Caption>
                                                2001            2000
                                             ----------      ----------
<S>                                          <C>             <C>
Net revenues ...........................     $  517,391      $  695,140

Net loss ...............................     $ (115,500)     $  (27,863)

Basic and diluted loss per share .......     $    (0.54)     $    (0.13)
</Table>

     On May 25, 2000, the Company issued 267,000 shares of its Class A Common
     Stock to the stockholders of Ten Bagger, the corporation that developed the
     stock analysis tool, the BigEasy Investor(TM), in connection with the
     acquisition by the Company of all the issued and outstanding shares of
     common stock of Ten Bagger. On December 1, 2000 and May 25, 2001, the
     Company issued 316,818 shares and 468,686 shares, respectively, of its
     Class A Common Stock, which represent the first and second of three
     post-closing payments required under the purchase agreement during the
     18-month period following the acquisition date. The fair value of the
     Common Stock issued on December 1, 2000 and May 25, 2001 was approximately
     $2.7 million and $3.6 million, respectively. The Company is required to
     issue additional shares of its Class A Common Stock with a value of $3.6
     million in settlement of the final post-closing payment. The transaction
     was accounted for as a purchase with the resulting goodwill of
     approximately $12.8 million being amortized over 7 years.

     On July 21, 2000, the Company acquired Financial Passport, an
     Internet-based provider of financial planning services and an online
     marketplace for a wide range of financial products and services. Under the
     terms of the merger agreement, the Company issued 1,482,548 shares of its
     Class A Common Stock (and paid cash of $136,921 in lieu of small
     stockholders and fractional shares) in exchange for the outstanding shares
     of Financial Passport common stock. The transaction was accounted for as a
     purchase with the resulting goodwill of approximately $17.5 million being
     amortized over 10 years.

     On August 6, 1999, the Company acquired The R.J. Forbes Group, Inc. for
     cash of approximately $7.3 million. The transaction was accounted for as a
     purchase with resulting goodwill of approximately $7.2 million being
     amortized over 20 years.


3.   RECEIVABLE FROM AND PAYABLE TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS

     Amounts receivable from and payable to brokers, dealers and clearing
     organizations consist of the following as of the fiscal years ended:


<Table>
<Caption>
                                                     2001           2000
                                                  ----------     ----------
<S>                                               <C>            <C>
Receivable:
  Deposits paid for securities borrowed .....     $  140,980     $   21,890
  Securities failed to deliver ..............         18,120          2,640
  Clearing organizations ....................         19,069            116
                                                  ----------     ----------
    Total ...................................     $  178,169     $   24,646
                                                  ==========     ==========

Payable:
  Deposits received for securities loaned ...     $  275,734     $  424,699
  Securities failed to receive ..............         23,313          2,833
  Clearing organizations ....................          5,254          6,174
                                                  ----------     ----------
    Total ...................................     $  304,301     $  433,706
                                                  ==========     ==========
</Table>



                                       35
<PAGE>


4.   PROPERTY AND EQUIPMENT

     Property and equipment consists of the following as of the fiscal years
ended:


<Table>
<Caption>
                                                          2001            2000
                                                       ----------      ----------
<S>                                                    <C>             <C>
Land and buildings ...............................     $   14,020      $   13,943
Leasehold improvements ...........................         15,692          17,344
Software .........................................         49,868          27,650
Computer equipment ...............................         17,102          44,151
Other equipment, furniture and fixtures ..........         21,344          21,316
                                                       ----------      ----------
                                                          118,026         124,404
Less accumulated depreciation and amortization ...        (34,355)        (34,056)
                                                       ----------      ----------
Property and equipment - net .....................     $   83,671      $   90,348
                                                       ==========      ==========
</Table>


5.   INVESTMENTS

     KNIGHT TRADING GROUP, INC. - The Company owns approximately 7.9 million
     shares of Knight, representing approximately six percent of Knight's
     outstanding common shares as of September 28, 2001 and September 29, 2000.
     The Company accounts for its investment in Knight as a marketable equity
     security available-for-sale. On September 28, 2001 and September 29, 2000,
     the Company's investment in Knight was valued at $61.0 million and $284.7
     million, respectively. The Company's cost basis is $0.7 million, therefore
     the gross unrealized gain was $60.3 million and $284.0 million at September
     28, 2001 and September 29, 2000, respectively.

     COMPREHENSIVE SOFTWARE SYSTEMS, INC. ("CSS") - As of September 28, 2001 and
     September 29, 2000, the Company owned approximately seven percent of CSS, a
     joint venture formed for the purpose of developing software for securities
     broker-dealers, banks and other financial institutions. The Company
     accounts for its investment in CSS under the cost method.

     ADIRONDACK TRADING PARTNERS, LLC ("ADIRONDACK") - As of September 28, 2001
     and September 29, 2000, the Company owned a minority interest in
     Adirondack, a development-stage company formed to trade listed equity and
     index options. The Company accounts for its investment in Adirondack under
     the cost method.

     EPOCH PARTNERS, INC. ("EPOCH") - Prior to July 19, 2001, the Company owned
     approximately 10 percent of the preferred stock of Epoch, a privately held
     investment bank that acts as an underwriter on initial public offerings and
     secondary offerings of securities, with its focus being on distributing
     these shares to retail, online investors. The Company accounted for its
     ownership in Epoch under the cost method. On July 19, 2001, the Company
     completed the sale of its investment in Epoch for approximately $16.4
     million in cash. The Company recorded a gain on the sale of the Epoch
     investment of approximately $9.7 million during the fiscal year ended
     September 28, 2001.

6.   NOTES PAYABLE

     As of September 28, 2001 and September 29, 2000, the Company maintained an
     amended and restated revolving credit agreement dated January 25, 2000, as
     subsequently amended, with a bank group. The revolving credit agreement, as
     amended, permitted borrowings up to $35 million through December 31, 2001,
     and was secured primarily by 7.0 million shares of the Company's Knight
     common stock (see Note 5) and the Company's stock in its subsidiaries. The
     Company could borrow up to 70 percent of the fair market value of the
     pledged Knight stock, subject to certain limitations. If, on any day, the
     principal loan amount outstanding exceeded 80 percent of the fair market
     value of the pledged Knight stock, the Company was required, within two
     business days, to pay down the loan or pledge additional Knight stock such
     that the principal loan amount then outstanding would not exceed 70 percent
     of the then current fair market value of the pledged Knight stock. The
     interest rate on borrowings was determined on a monthly basis based on the
     greater of (i) the prime rate or (ii) 90-day LIBOR plus 2.25 percent. At
     September 28, 2001, the interest rate on this borrowing was 6.25 percent.
     The Company also paid a maintenance fee of 0.5 percent of the unused
     borrowings. The Company had outstanding indebtedness under the revolving
     credit agreement of $22.5 million at September 28, 2001 and $75 million at
     September 29, 2000. The revolving credit agreement contained certain
     covenants and restrictions, including a minimum



                                       36
<PAGE>



     income before income taxes requirement, and prohibited the payment of cash
     dividends. The Company was in compliance with or has obtained waivers for
     all covenants under the revolving agreement for all periods presented in
     the consolidated financial statements.

     On December 7, 2001, the Company agreed in principle to a modification and
     extension of the revolving credit agreement. The amendment to the agreement
     will permit borrowings up to $20 million through December 31, 2002, bear
     interest at the greater of (i) the prime rate or (ii) 90-day LIBOR plus 2.5
     percent and will be secured primarily by 4.0 million shares of the
     Company's Knight common stock and the Company's stock in its subsidiaries.
     The 3.0 million shares of Knight common stock that will no longer be
     pledged under the revolving credit agreement will be available for use as
     collateral on other potential loan agreements or for other corporate
     purposes. The amendment will also modify certain covenants and
     restrictions. The Company expects that the other terms of the revolving
     credit agreement, as described in the previous paragraph, will not change
     significantly. The Company expects to execute the amendment by December 31,
     2001. As of December 12, 2001, the Company had $12.5 million outstanding
     under the revolving credit agreement.

7.   CONVERTIBLE SUBORDINATED NOTES

     In August 1999, the Company issued $200 million of 5.75 percent convertible
     subordinated notes due August 1, 2004. The notes were convertible into
     6,142,740 shares of Class A Common Stock. The holders of the notes may
     convert the notes into shares of Class A Common Stock at any time prior to
     the close of business on the maturity date of the notes, August 1, 2004,
     unless previously redeemed or repurchased, at a conversion rate of 30.7137
     shares per $1,000 principal amount of notes (equivalent to an approximate
     conversion price of $32.56 per share), subject to adjustment in certain
     circumstances. Interest on the notes is payable on February 1 and August 1
     of each year. The notes are not subject to redemption prior to August 6,
     2002, and the Company may, at its option, redeem the notes on or after such
     date, in whole or in part, upon not less than 30 days or more than 60 days
     prior notice to each holder.

     In February 2001, $152.4 million of the Company's convertible subordinated
     notes were converted for approximately 4.7 million shares of Class A Common
     Stock and $58.7 million of cash. Including $3.4 million of deferred note
     origination costs written off, this resulted in debt conversion expense of
     $62.1 million and an increase in stockholders' equity of $71.7 million (net
     of income taxes) during the fiscal year ended September 28, 2001. As of
     September 28, 2001, the Company had approximately $47.6 million of the 5.75
     percent convertible subordinated notes outstanding. These notes are
     convertible into approximately 1.5 million shares of Class A Common Stock.

8.   INCOME TAXES

     Provision (benefit) for income taxes is comprised of the following for
     fiscal years ended:


<Table>
<Caption>
                                                     2001            2000            1999
                                                  ----------      ----------      ----------
<S>                                               <C>             <C>             <C>
Current expense (benefit):
  Federal ...................................     $   (2,151)     $    4,144      $   (1,264)
  State .....................................            329              --              --
                                                  ----------      ----------      ----------
                                                      (1,822)          4,144          (1,264)
                                                  ----------      ----------      ----------
Deferred expense (benefit):
  Federal ...................................        (46,238)         (9,974)          8,063
  State .....................................         (7,155)           (808)           (230)
                                                  ----------      ----------      ----------
                                                     (53,393)        (10,782)          7,833
                                                  ----------      ----------      ----------
Provision (benefit) for income taxes ........     $  (55,215)     $   (6,638)     $    6,569
                                                  ==========      ==========      ==========
</Table>



                                       37
<PAGE>



     A reconciliation of the federal statutory tax rate to the effective tax
     rate applicable to income before provision (benefit) for income taxes
     follows for the fiscal years ended:

<Table>
<Caption>
                                                    2001           2000           1999
                                                  --------       --------       --------
<S>                                               <C>            <C>            <C>
Federal statutory rate ......................          (35%)          (35%)           35%
State taxes, net of federal tax effect ......           (5)            (3)             3
Amortization of goodwill ....................            1              2              1
State credits ...............................           --              2             (4)
Other .......................................            1              1              1
                                                  --------       --------       --------
                                                       (38%)          (33%)           36%
                                                  ========       ========       ========
</Table>


     Deferred tax assets (liabilities) are comprised of the following as of the
     fiscal years ended:

<Table>
<Caption>
                                                                       2001            2000
                                                                    ----------      ----------
<S>                                                                 <C>             <C>
Deferred tax assets:
  State incentive credits and operating loss carryforwards ....     $    8,546      $    5,601
  Accrued liabilities .........................................         15,745           2,194
  Depreciation and amortization, net ..........................             --             687
  Other deferred tax assets ...................................          2,388           5,049
                                                                    ----------      ----------
    Total deferred tax assets .................................         26,679          13,531
                                                                    ==========      ==========

Deferred tax liabilities:
  Unrealized investment gain ..................................        (24,095)       (110,735)
  Prepaid expenses ............................................         (5,990)         (5,575)
  Depreciation and amortization, net ..........................           (503)             --
                                                                    ----------      ----------
    Total deferred tax liabilities ............................        (30,588)       (116,310)
                                                                    ----------      ----------
Less: Valuation allowance .....................................         (4,234)         (5,187)
                                                                    ----------      ----------

Net deferred tax liabilities ..................................     $   (8,143)     $ (107,966)
                                                                    ==========      ==========
</Table>

     A valuation allowance has been provided against certain state incentive
     credit and state net operating loss carryforwards because realization of
     these amounts is dependent on generating sufficient state taxable income in
     future periods. At the present time, realization of these amounts is not
     considered more likely than not. At September 28, 2001, state incentive
     credit carryforwards total approximately $6.5 million and expire December
     31, 2007, and state net operating loss carryforwards total approximately
     $24.2 million and expire beginning December 31, 2004. Additionally, the
     Company has approximately $8.8 million of federal net operating loss
     carryforwards, which expire beginning December 31, 2018. Of that amount,
     approximately $4.1 million are subject to annual limitations on utilization
     in future periods.

9.   NET CAPITAL

     The Company's broker-dealer subsidiaries are subject to the SEC Uniform Net
     Capital Rule (Rule 15c3-1 under the Securities Exchange Act of 1934), which
     requires the maintenance of minimum net capital, as defined. Net capital
     and the related net capital requirement may fluctuate on a daily basis.

     The Company's broker-dealer subsidiaries had net capital, in the aggregate,
     of $60.2 million and $226.8 million as of September 28, 2001 and September
     29, 2000, respectively, which exceeded aggregate minimum net capital
     requirements by $38.8 million and $164.1 million, respectively. Subsidiary
     net capital in the amount of $21.4 million and $62.7 million as of
     September 28, 2001 and September 29, 2000, respectively, was not available
     for transfer to the Company.



                                       38
<PAGE>



10.  STOCK OPTION AND INCENTIVE PLANS

     The Company has two stock incentive plans, the Ameritrade Holding
     Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan") and
     the Directors Incentive Plan (the "Directors Plan"), both initiated in
     fiscal 1997.

     The Long-Term Incentive Plan authorizes the award of options to purchase
     Class A Common Stock, Class A Common Stock appreciation rights, shares of
     Class A Common Stock and performance units. The Long-Term Incentive Plan
     reserves 9,600,000 shares of the Company's Class A Common Stock for
     issuance to eligible employees. The Directors Plan authorizes the award of
     options to purchase Class A Common Stock and shares of Class A Common
     Stock. The Directors Plan reserves 960,000 shares of the Company's Class A
     Common Stock for issuance to non-employee directors. Options are generally
     granted at not less than the fair market value at grant date, vest over a
     one to four year period, and expire 10 years after the grant date.

     Pursuant to the Company's employment agreement with its Chief Executive
     Officer (the "CEO"), the Company is required to grant stock options to the
     CEO on March 2, 2003 equal to two percent of the then outstanding shares of
     Company Common Stock. The options would be granted with an exercise price
     equal to the fair market value of the Class A Common Stock on the grant
     date. The CEO must be employed by the Company on March 2, 2003 in order to
     receive this grant.

     The following is a summary of the status of the Company's outstanding stock
     options as of the fiscal years ended:

<Table>
<Caption>
                                                2001                      2000                       1999
                                      ------------------------   ------------------------   ------------------------
                                                     WEIGHTED                   WEIGHTED                   WEIGHTED
                                                     AVERAGE                    AVERAGE                    AVERAGE
                                       NUMBER OF     EXERCISE    NUMBER OF      EXERCISE    NUMBER OF      EXERCISE
                                        OPTIONS       PRICE       OPTIONS        PRICE       OPTIONS        PRICE
                                      ----------    ----------   ----------    ----------   ----------    ----------
<S>                                   <C>           <C>          <C>           <C>          <C>           <C>
Outstanding at beginning of year...        3,689    $    12.59        2,171    $     8.39        1,777    $     2.09
  Granted .........................        4,975          8.71        2,147         16.95          656         22.86
  Exercised .......................         (315)         4.54         (251)         2.11         (262)         1.93
  Canceled ........................       (1,539)        14.62         (378)        20.22           --            --
                                      ----------    ----------   ----------    ----------   ----------    ----------
Outstanding at end of year ........        6,810    $     9.67        3,689    $    12.59        2,171    $     8.39
Exercisable at end of year ........        2,147    $     7.96          874    $     5.96          394    $     2.06
Available for future grant
  at end of year ..................        2,793                      6,358                      8,127
Weighted average fair value of
  options granted during the year..                 $     6.13                 $    12.68                 $    18.62
</Table>

     The following table summarizes information about the stock options
     outstanding at September 28, 2001:

<Table>
<Caption>
                                      OPTIONS OUTSTANDING                    OPTIONS EXERCISABLE
                         ---------------------------------------------     -------------------------
                                           WEIGHTED
                                            AVERAGE          WEIGHTED-                     WEIGHTED
                                           REMAINING         AVERAGE                       AVERAGE
Range of Exercise         NUMBER OF       CONTRACTUAL        EXERCISE      NUMBER OF       EXERCISE
Prices                     OPTIONS      LIFE (IN YEARS)       PRICE         OPTIONS         PRICE
-----------------        ----------     ---------------     ----------     ----------     ----------
<S>                      <C>            <C>                 <C>       <C>
$  1.00 - $  5.00             1,135                 6.5     $     2.40          1,016     $     2.16
$  5.01 - $ 10.00             3,016                 9.3           8.02            614           8.02
$ 10.01 - $ 15.00             1,292                 8.4          10.42             80          14.83
$ 15.01 - $ 20.00             1,176                 7.5          16.72            346          16.64
$ 20.01 - $ 25.00                87                 8.5          23.19             22          23.19
$ 25.01 - $ 30.00                --                  --             --             --             --
$ 30.01 - $ 35.00                --                  --             --             --             --
$ 35.01 - $ 40.00               104                 7.6          36.50             69          36.50
                              -----               -----     ----------          -----     ----------
$  1.00 - $ 40.00             6,810                 8.4     $     9.67          2,147     $     7.96
</Table>



                                       39
<PAGE>



     There were no Stock Appreciation Rights or performance units outstanding as
     of September 28, 2001 or during the three years then ended.

     Pro forma information regarding the net income (loss) and earnings (loss)
     per share is required by SFAS No. 123. This information is required as if
     the Company had accounted for its stock-based awards to employees under the
     fair value method. The fair value of options was estimated at the date of
     the grant using the Black-Scholes option pricing model with the following
     weighted average assumptions for fiscal 2001, 2000 and 1999, respectively:
     risk-free interest rate of 5.0 percent, 6.0 percent and 6.0 percent;
     dividend yield of zero for all years; expected volatility of 90 percent, 85
     percent and 111 percent; and an expected option life of five years for all
     years. The weighted average fair value of options granted was $6.13 in
     fiscal 2001, $12.68 in fiscal 2000 and $18.62 in fiscal 1999. Pro forma net
     income (loss) and earnings (loss) per share are as follows for the fiscal
     years ended:


<Table>
<Caption>
                                                                             2001             2000            1999
                                                                        -------------     -----------      ----------
<S>                                       <C>                           <C>               <C>              <C>
Net income (loss)                         As reported .........         $     (91,177)    $   (13,626)     $   11,539
                                          Pro forma ...........         $     (99,182)    $   (18,135)     $    8,782
                                                                        -------------     -----------      ----------
Basic earnings (loss) per share           As reported .........         $       (0.49)    $     (0.08)     $     0.07
                                          Pro forma ...........         $       (0.53)    $     (0.10)     $     0.05
Diluted earnings (loss) per share         As reported .........         $       (0.49)    $     (0.08)     $     0.07
                                          Pro forma ...........         $       (0.53)    $     (0.10)     $     0.05
</Table>


11.  EMPLOYEE BENEFIT PLANS

     The Company has a 401(k) and profit-sharing plan under which the annual and
     matching contributions are determined at the discretion of the Board of
     Directors. Profit-sharing expense was $1.5 million, $0 and $0.3 million for
     fiscal years 2001, 2000 and 1999, respectively. No 401(k) matching
     contributions were made during fiscal years 2001, 2000 and 1999.

     The Company had an executive bonus plan that was designed to allow
     designated executive participants the opportunity to earn bonus awards with
     current and deferred components. The value of each component was based on
     the annual increase, if any, in the book value per share of the Common
     Stock. Executive bonus plan expense was $0 and $0.3 million for fiscal
     years 2000 and 1999, respectively. The executive bonus plan was terminated
     at the end of fiscal 2000.

12.  EARNINGS (LOSS) PER SHARE

     The following is a reconciliation between the weighted average shares
     outstanding used in the basic and diluted earnings (loss) per share
     computation for the fiscal years ended:


<Table>
<Caption>
                                                          2001            2000            1999
                                                       ----------      ----------      ----------
<S>                                                    <C>             <C>             <C>
Net income (loss) ................................     $  (91,177)     $  (13,626)     $   11,539
                                                       ==========      ==========      ==========
Weighted average shares outstanding - basic ......        185,830         175,025         174,342

Effect of dilutive securities:
  Assumed exercise of stock options ..............             --              --           1,403
                                                       ----------      ----------      ----------
Weighted average shares outstanding - diluted ....        185,830         175,025         175,745
                                                       ==========      ==========      ==========
Earnings (loss) per share - basic ................     $    (0.49)     $    (0.08)     $     0.07

Earnings (loss) per share - diluted ..............     $    (0.49)     $    (0.08)     $     0.07
</Table>


     Because the Company reported a net loss in fiscal 2001 and fiscal 2000, the
     calculation of diluted loss per share for those years does not include
     common stock equivalents as they are anti-dilutive, resulting in a
     reduction of loss per share. In addition, the subordinated convertible
     notes are not included in the EPS calculations above because the effect
     would also be anti-dilutive.



                                       40
<PAGE>



13.  COMMITMENTS AND CONTINGENCIES

     LEASE COMMITMENTS - The Company and its subsidiaries have various
     non-cancelable operating leases on facilities and certain computer and
     office equipment requiring annual payments as follows:

<Table>
<Caption>
                                   MINIMUM LEASE      SUBLEASE       NET LEASE
FISCAL YEAR ENDING                   PAYMENTS         PROCEEDS      COMMITMENTS
------------------                 -------------    -----------     -----------
<S>                                <C>              <C>             <C>
2002.............................   $   36,407      $     (924)     $   35,483

2003.............................       22,068            (641)         21,427

2004.............................        8,793            (641)          8,152

2005.............................        5,317            (632)          4,685

2006.............................        4,944            (619)          4,325

Thereafter (to April 2019).......       36,638          (2,304)         34,334
                                    ----------      ----------      ----------
Total............................   $  114,167      $   (5,761)     $  108,406
                                    ==========      ==========      ==========
</Table>

     Prior to and including a portion of fiscal 1999, the Company and certain of
     its subsidiaries leased one of their office facilities from the Chairman of
     the Company. During fiscal 1999, the facility was sold to an unrelated
     third party. Additionally, the Company and its subsidiaries lease certain
     computer equipment, office equipment, and office facilities under various
     operating leases. Rental expense was approximately $55.4 million, $31.5
     million and $11.2 million for fiscal years 2001, 2000 and 1999,
     respectively.

     LETTERS OF CREDIT - Letters of credit in the amount of $105 million and
     $198 million as of September 28, 2001 and September 29, 2000, respectively,
     have been issued by several financial institutions on behalf of Advanced
     Clearing, a wholly-owned subsidiary of the Company which acts as a
     securities clearing firm. The letters of credit, which are for the benefit
     of a securities clearinghouse, have been issued for the contingent purpose
     of financing and supporting margin requirements. Advanced Clearing pays a
     maintenance fee of 0.25 to 0.45 percent of the issued amount for the
     letters of credit. In addition, the same financial institutions may make
     loans to Advanced Clearing if requested under note agreements. Advanced
     Clearing has pledged client securities, the amount of which fluctuates from
     time to time, to secure its obligations under the letters of credit and the
     notes. As of September 28, 2001 and September 29, 2000, no amounts were
     outstanding under the note agreements.

     LEGAL - In September 1998, a putative class action complaint was filed
     against the Company by Zannini, et al. in the District Court of Douglas
     County, Nebraska, claiming the Company was not able to handle the volume of
     subscribers to its Internet brokerage services. The complaint, as amended,
     seeks injunctive relief enjoining alleged deceptive, fraudulent and
     misleading practices, equitable relief compelling the Company to increase
     capacity, and unspecified compensatory damages. In May 2001, the Company
     filed a motion for summary judgment in the matter, which the plaintiffs
     have opposed. The Company believes that it has viable defenses to the
     allegations raised in the amended complaint and intends to assert them
     vigorously. However, because the proceeding is still in a preliminary phase
     and the amount of damages sought has not been quantified, the Company is
     not presently able to predict the outcome of this matter or its effect on
     the Company.

     The Company and its operating units are parties to a number of other legal
     actions. In management's opinion, the Company has adequate legal defenses
     respecting each of these actions and does not believe that any such
     matters, either individually or in the aggregate, would materially affect
     the Company's results of operations or its financial position.

     GENERAL CONTINGENCIES - In the ordinary course of business, there are
     various contingencies which are not reflected in the financial statements.
     These include Advanced Clearing's client activities involving the
     execution, settlement and financing of various client securities
     transactions. These activities may expose Advanced Clearing to
     off-balance-sheet credit risk in the event the clients are unable to
     fulfill their contracted obligations.

     Advanced Clearing's client securities activities are transacted on either a
     cash or margin basis. In margin transactions, Advanced Clearing extends
     credit to the client, subject to various regulatory and internal margin
     requirements, collateralized by cash and securities in the client's
     account. In connection with these activities, Advanced Clearing also
     executes and clears client transactions involving the sale of securities
     not yet purchased ("short sales"). Such margin



                                       41
<PAGE>



     related transactions may expose Advanced Clearing to off-balance-sheet risk
     in the event margin requirements are not sufficient to fully cover losses
     which clients may incur. In the event the client fails to satisfy its
     obligations, Advanced Clearing may be required to purchase or sell
     financial instruments at prevailing market prices in order to fulfill the
     client's obligations.

     Advanced Clearing seeks to control the risks associated with its client
     activities by requiring clients to maintain margin collateral in compliance
     with various regulatory and internal guidelines. Advanced Clearing monitors
     required margin levels daily and, pursuant to such guidelines, requires the
     clients to deposit additional collateral, or to reduce positions, when
     necessary.

     Advanced Clearing borrows and loans securities both to cover short sales
     and to complete client transactions in the event that a client fails to
     deliver or receive securities by the required date. Securities borrowed and
     securities loaned transactions are reported as collateralized financings
     except where other securities are used as collateral. Securities borrowed
     transactions require Advanced Clearing to deposit cash with the lender.
     With respect to securities loaned, Advanced Clearing receives all
     collateral in the form of cash in an amount generally in excess of the
     market value of securities loaned. Failure to maintain levels of cash
     deposits or pledged securities at all times at least equal to the value of
     the related securities can subject Advanced Clearing to risk of loss.
     Advanced Clearing monitors the market value of securities borrowed and
     loaned on a daily basis with additional collateral obtained or refunded as
     necessary.

     As of September 28, 2001, client margin securities of approximately $1.4
     billion and stock borrowings of approximately $141 million were available
     to Advanced Clearing to utilize as collateral on various borrowings or for
     other purposes. Advanced Clearing had sold or repledged approximately $360
     million of that collateral as of September 28, 2001.

     EMPLOYMENT AGREEMENTS - The Company has entered into employment agreements
     with several of its key executive officers. These employment agreements
     generally provide for annual base salary compensation, stock option
     acceleration and severance payments in the event of termination of
     employment under certain defined circumstances or changes in the control of
     the Company. Salaries are subject to adjustments according to the Company's
     financial performance and other factors.

14.  SEGMENT INFORMATION

     On June 27, 2001, the Company announced a reorganization of its corporate
     and management structure. The new structure created two principal business
     units, a Private Client Division and an Institutional Client Division. Both
     divisions provide multiple service offerings, tailored to specific clients
     and their respective investing and trading preferences. OnMoney, the
     Company's personal financial management subsidiary, which was previously
     considered a reportable business segment, became a product offering
     supporting the two business units. During the remainder of fiscal 2001, the
     Company operated in one reportable business segment as the new
     organizational structure was implemented. In connection with the
     reorganization, the Company is developing a new management financial
     reporting structure. The Company will reevaluate its segment reporting in
     light of the new reporting structure upon its completion during fiscal
     2002. The Company anticipates that the new reporting structure may result
     in two reportable business segments.


15.  RESTRUCTURING AND OTHER CHARGES

     During the first six months of fiscal 2001, due to unfavorable market and
     economic conditions, the Company terminated approximately 450 employees,
     primarily at its Omaha, Nebraska and Fort Worth, Texas call centers, and
     consolidated office space in certain facilities. On June 27, 2001, the
     Company announced a reorganization of its corporate and management
     structure (see Note 14). In connection with the reorganization, a
     comprehensive facilities consolidation began and approximately 30
     additional employees were terminated. Offices in Fort Worth, Texas; Omaha,
     Nebraska; Baltimore, Maryland; and Purchase, New York were affected by the
     consolidation. The following is a summary of restructuring charges related
     to the facilities consolidation and staff reductions during fiscal 2001:



                                       42
<PAGE>



<Table>
<S>                                                                               <C>
Employee compensation and benefits:
  Severance pay and benefits .............................................        $  2,836

Occupancy and equipment costs:
  Non-cancelable lease costs, net of estimated sublease income ...........          12,926

Professional services:
  Estimated tenant improvement, commission and other costs on subleases ..           2,430

Other:
  Losses on impairment and abandonment of property and equipment .........          15,581
  Losses on impairment of leasehold improvements related
    to non-cancelable leases .............................................           4,113

  Losses on impairment of prepaid assets .................................             382
                                                                                  --------
Total restructuring charges ..............................................        $ 38,268
                                                                                  ========
</Table>

     The following is a summary of the activity in the restructuring liability
     during fiscal 2001:

<Table>
<Caption>
                                                                  UTILIZATION
                                                          --------------------------
                                          RESTRUCTURING      CASH          NON-CASH         BALANCE AT
EXPENSE CATEGORY:                            CHARGES       PAYMENTS       CHARGES(1)      SEPT. 28, 2001
--------------------------------------    -------------   ----------      ----------      --------------
<S>                                       <C>             <C>             <C>             <C>
Employee compensation and benefits ...     $    2,836     $   (1,861)     $       --      $      975(2)
Occupancy and equipment costs ........         12,926         (1,603)             --          11,323(3)
Professional services ................          2,430             --              --           2,430(3)

Other ................................         20,076             --         (15,837)          4,239(3)
                                           ----------     ----------      ----------      ----------
  Total ..............................     $   38,268     $   (3,464)     $  (15,837)     $   18,967
                                           ==========     ==========      ==========      ==========
</Table>

     (1) Non-cash charges consist of impairment and abandonment losses.

     (2) The Company expects to pay remaining severance costs during fiscal
         2002.

     (3) The Company expects to utilize the remaining liability over the
         respective lease periods through fiscal 2005.

     In addition, the Company recorded impairment charges of approximately $4.7
     million during fiscal 2000 related to specific software applications
     discontinued. The impairment charges are included in Other expenses in the
     Statement of Operations.



                                       43

<PAGE>
16.  QUARTERLY DATA (UNAUDITED)

     IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

<Table>
<Caption>
                                                              FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 2001
                                                             -----------------------------------------------
                                                               FIRST       SECOND        THIRD      FOURTH
                                                              QUARTER      QUARTER      QUARTER     QUARTER
                                                             ---------    ---------    ---------   ---------
<S>                                                          <C>          <C>          <C>         <C>
Revenues .................................................   $ 148,446    $ 133,806    $ 119,972   $  96,453
Client interest expense ..................................      17,524       14,819        7,385       4,218
                                                             ---------    ---------    ---------   ---------
    Net revenues .........................................     130,922      118,987      112,587      92,235
Operating expenses .......................................     104,595      103,382       91,430     114,556
                                                             ---------    ---------    ---------   ---------
Operating margin .........................................      26,327       15,605       21,157     (22,321)
                                                             ---------    ---------    ---------   ---------
Advertising ..............................................      63,489       44,343       18,688       8,250
Gain on sale of investment ...............................          --           --           --      (9,692)
Debt conversion expense ..................................          --       62,082           --          --
                                                             ---------    ---------    ---------   ---------
Income (loss) before income taxes ........................     (37,162)     (90,820)       2,469     (20,879)
Net income (loss) ........................................   $ (23,032)   $ (54,191)   $      70   $ (14,024)
                                                             =========    =========    =========   =========
Basic earnings (loss) per share ..........................   $   (0.13)   $   (0.30)   $    0.00   $   (0.07)
Diluted earnings (loss) per share ........................   $   (0.13)   $   (0.30)   $    0.00   $   (0.07)
Stock price data
     High ................................................   $   17.81    $   12.50    $   10.02   $    7.54
     Low .................................................   $    6.81    $    5.06    $    3.75   $    3.33
</Table>


<Table>
<Caption>
                                                              FOR THE FISCAL YEAR ENDED SEPTEMBER 29, 2000
                                                             -----------------------------------------------
                                                               FIRST       SECOND        THIRD      FOURTH
                                                              QUARTER      QUARTER      QUARTER     QUARTER
                                                             ---------    ---------    ---------   ---------
<S>                                                          <C>          <C>          <C>         <C>
Revenues .................................................   $ 131,237    $ 194,086    $ 172,337   $ 156,790
Client interest expense ..................................      16,820       19,460       18,955      18,783
                                                             ---------    ---------    ---------   ---------
     Net revenues ........................................     114,417      174,626      153,382     138,007
Operating expenses .......................................      86,593       99,604       97,945      90,733
                                                             ---------    ---------    ---------   ---------
Operating margin .........................................      27,824       75,022       55,437      47,274
Advertising ..............................................      61,519       69,469       47,844      46,989
                                                             ---------    ---------    ---------   ---------
Income (loss) before income taxes ........................     (33,695)       5,553        7,593         285
Net income (loss) ........................................   $ (21,711)   $   3,202    $   4,598   $     286
                                                             =========    =========    =========   =========
Basic earnings (loss) per share ..........................   $   (0.12)   $    0.02    $    0.03   $    0.00
Diluted earnings (loss) per share ........................   $   (0.12)   $    0.02    $    0.03   $    0.00
Stock price data
     High ................................................   $   30.75    $   24.25    $   20.25   $   20.81
     Low .................................................   $   16.25    $   15.13    $   11.00   $   11.38
</Table>


Quarterly amounts may not sum to year end totals due to rounding.



                                       44
<PAGE>




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information about Directors and Executive Officers required to be furnished
pursuant to this item is incorporated by reference from portions of our
definitive proxy statement for our 2002 annual meeting of stockholders, to be
held February 12, 2002, to be filed with the SEC pursuant to Regulation 14A
within 120 days after September 28, 2001 (the "Proxy Statement").


ITEM 11. EXECUTIVE COMPENSATION

The information required to be furnished pursuant to this item is incorporated
by reference from portions of the Proxy Statement.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required to be furnished pursuant to this item is incorporated
by reference from portions of the Proxy Statement.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required to be furnished pursuant to this item is incorporated
by reference from portions of the Proxy Statement.


PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Documents filed as part of this Report

     1. Financial Statements
        See "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA"

     2. Financial Statement Schedules
        Schedule I - Condensed Financial Information of Registrant (Parent
        Company Information) is included in 14(d) below.
        Schedule II - Valuation and Qualifying Accounts is included in 14(d)
        below.

     3. Exhibits

         2.1      Merger Agreement, dated as of June 30, 2000, among Ameritrade
                  Holding Corporation, Financial Passport, Inc., OM Acquisition
                  Sub I, Inc. and OnMoney Financial Services Corporation
                  (incorporated by reference to Exhibit 2.1 to the Company's
                  Current Report on Form 8-K filed on August 11, 2000)

         2.2      Agreement and Plan of Merger, dated as of February 13, 2001,
                  among Ameritrade Holding Corporation, TradeCast Inc., TC
                  Merger Sub, Inc. and the Stockholders of TradeCast Inc.
                  (incorporated by reference to Exhibit 2.1 of the Company's
                  Current Report on Form 8-K filed April 12, 2001)

         2.3      Amendment No. 1 to Agreement and Plan of Merger, dated as of
                  March 30, 2001 (incorporated by reference to Exhibit 2.2 to
                  the Company's Current Report on Form 8-K filed April 12, 2001)



                                       45
<PAGE>



         2.4      Amendment No. 2 to Agreement and Plan of Merger, dated as of
                  March 30, 2001 (incorporated by reference to Exhibit 2.3 to
                  the Company's Current Report on Form 8-K filed April 12, 2001)

         2.5      Interest Purchase Agreement, dated as of February 13, 2001,
                  among Ameritrade Holding Corporation, ForTradeCast L Partners,
                  L.P. and ForTradeCast S Partners, L.P. (incorporated by
                  reference to Exhibit 2.4 to the Company's Current Report on
                  Form 8-K filed April 12, 2001)

         2.6      Amendment No. 1 to Interest Purchase Agreement, dated as of
                  March 30, 2001 (incorporated by reference to Exhibit 2.5 to
                  the Company's Current Report on Form 8-K filed April 12, 2001)

         2.7      Amendment No. 2 to Interest Purchase Agreement, dated as of
                  March 30, 2001 (incorporated by reference to Exhibit 2.6 to
                  the Company's Current Report on Form 8-K filed April 12, 2001)

         2.8      Purchase Agreement, dated as of July 30, 2001, between
                  National Discount Brokers Group, Inc. and Ameritrade Holding
                  Corporation (incorporated by reference to Exhibit 2.1 to the
                  Company's Current Report on Form 8-K filed September 21, 2001)

         3.1      Restated Certificate of Incorporation of Ameritrade Holding
                  Corporation dated July 1, 1999 (incorporated by reference to
                  Exhibit 3.6 of the Company's quarterly report on Form 10-Q
                  filed on August 9, 1999)

         3.2      Bylaws (incorporated by reference to Exhibit 3.2 of the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333-17495) filed on February 7, 1997)

         4.1      Form of Certificate for Class A Common Stock (incorporated by
                  reference to Exhibit 4.1 of the Company's Registration
                  Statement on Form S-1 (Registration No. 333-17495) filed on
                  February 7, 1997)

         4.2      Form of Note for the Company's 5.75% Convertible Subordinated
                  Note due August 1, 2004 (incorporated by reference to Exhibit
                  4.2 of the Company's Annual Report on Form 10-K and amendments
                  thereto filed on December 23, 1999)

         4.3      Indenture dated August 4, 1999, between Ameritrade Holding
                  Corporation and The Bank of New York, as trustee (incorporated
                  by reference to Exhibit 4.3 of the Company's Registration
                  Statement on Form S-3, File No. 333-87999, filed on September
                  28, 1999)

         4.4      First Supplemental Indenture dated August 4, 1999, between
                  Ameritrade Holding Corporation and The Bank of New York, as
                  trustee (incorporated by reference to Exhibit 4.4 of the
                  Company's Registration Statement on Form S-3, File No.
                  333-87999, filed on September 28, 1999)

         4.5      Registration Rights Agreement dated August 4, 1999, between
                  Ameritrade Holding Corporation and Goldman, Sachs & Co. and
                  relating to the Company's 5.75% Convertible Subordinated Notes
                  due August 1, 2004 (incorporated by reference to Exhibit 4.5
                  of the Company's Registration Statement on Form S-3, File No.
                  333-87999, filed on September 28, 1999)

         4.6      Registration Rights Agreement dated July 21, 2000, between
                  Ameritrade Holding Corporation and J. Roderick Heller, III and
                  Dennis Hooks as representatives of each stockholder of
                  Financial Passport, Inc. (incorporated by reference to Exhibit
                  4.6 of the Company's Annual Report on Form 10-K filed on
                  December 22, 2000)

         10.1     Broker Loan Pledge and Security Agreement, dated as of
                  December 22, 1998, made by Advanced Clearing, Inc. in favor of
                  The First National Bank of Chicago

         10.2     Master Broker Loan Note, dated as of December 22, 1998, made
                  by Advanced Clearing, Inc. in favor of The First National Bank
                  of Chicago

         10.3     First Amendment to Broker Loan Pledge and Security Agreement,
                  dated as of January 14, 1999, made by Advanced Clearing, Inc.
                  in favor of The First National Bank of Chicago

         10.4     Securities Clearing Agreement, dated as of January 28, 1997,
                  between The Bank of New York and Ameritrade Clearing, Inc.
                  (now known as Advanced Clearing, Inc.)



                                       46
<PAGE>



         10.5     Lease, dated as of February 3, 1998, between Southroads Mall
                  and Ameritrade Holding Corporation (incorporated by reference
                  to Exhibit 10.24 of the Company's quarterly report on Form
                  10-Q filed on May 12, 1998)

         10.6     Lease, dated as of March 19, 1999, between Alliance Gateway
                  No. 17, Ltd. and Ameritrade Holding Corporation (incorporated
                  by reference to Exhibit 10.10 of the Company's quarterly
                  report on Form 10-Q filed on August 9, 1999)

         10.7     Lease, dated as of April 9, 1999, between IRET Properties and
                  Ameritrade Holding Corporation (incorporated by reference to
                  Exhibit 10.11 of the Company's quarterly report on Form 10-Q
                  filed on August 9, 1999)

         10.8     Agreement of Lease, dated July 28, 1999, between NBP 132, LLC
                  and Ameritrade Holding Corporation (incorporated by reference
                  to Exhibit 10.13 of the Company's Annual Report on Form 10-K
                  and amendments thereto filed on December 23, 1999)

         10.9     First Amendment to Lease, dated September 27, 1999 between NBP
                  132, LLC and Ameritrade Holding Corporation (incorporated by
                  reference to Exhibit 10.14 of the Company's Annual Report on
                  Form 10-K and amendments thereto filed on December 23, 1999)

         10.10    Addendum to Lease, dated July 28, 1999 between NBP 132, LLC
                  and Ameritrade Holding Corporation (incorporated by reference
                  to Exhibit 10.15 of the Company's Annual Report on Form 10-K
                  and amendments thereto filed on December 23, 1999)

         10.11*   Employment Contract, dated as of March 24, 1999, between Jack
                  R. McDonnell and Ameritrade Holding Corporation (incorporated
                  by reference to Exhibit 10.21 of the Company's quarterly
                  report on Form 10-Q filed May 10, 1999)

         10.12*   Employment Contract, dated as of March 27, 2000, between John
                  R. MacDonald and Ameritrade Holding Corporation (incorporated
                  by reference to Exhibit 10.1 of the Company's quarterly report
                  on Form 10-Q filed May 15, 2000)

         10.13*   Employment Agreement, dated as of March 1, 2001, between
                  Joseph H. Moglia and Ameritrade Holding Corporation
                  (incorporated by reference to Exhibit 10.1 of the Company's
                  quarterly report on Form 10-Q filed on May 14, 2001)

         10.14*   Letter Agreement and Promissory Note, dated as of September
                  13, 2001, between Joseph H. Moglia and Ameritrade Holding
                  Corporation

         10.15*   Amended and Restated 1996 Long-Term Incentive Plan dated
                  October 23, 1999 (incorporated by reference to Exhibit 10.22
                  of the Company's Annual Report on Form 10-K and amendments
                  thereto filed on December 23, 1999)

         10.16*   1996 Directors Incentive Plan, as amended February 10, 1998.
                  This plan supercedes plan filed February 7, 1997 (incorporated
                  by reference to Exhibit 10.20 of the Company's Annual Report
                  on Form 10-K and amendments thereto filed on December 21,
                  1998)

         10.17*   Executive Deferred Compensation Program, dated as of October
                  1, 2000 and As Further Amended Through February 2001

         10.18    Amended and Restated Revolving Credit Agreement dated as of
                  January 25, 2000 between Ameritrade Holding Corporation and
                  the banks a party thereto (incorporated by reference to
                  Exhibit 10.23 of the Company's quarterly report on Form 10-Q
                  filed February 14, 2000)

         10.19    First Amendment to Amended and Restated Revolving Credit
                  Agreement dated as of April 28, 2000 (incorporated by
                  reference to Exhibit 10.1 of the Company's quarterly report on
                  Form 10-Q filed August 14, 2000)

         10.20    Second Amendment to Amended and Restated Revolving Credit
                  Agreement (incorporated by reference to Exhibit 10.21 of the
                  Company's Annual Report on Form 10-K filed December 20, 2000)

         10.21    Third Amendment to Amended and Restated Revolving Credit
                  Agreement; Notice of Effective Date (incorporated by reference
                  to Exhibit 10.1 of the Company's quarterly report on Form 10-Q
                  filed August 13, 2001)

         10.22    Amended and Restated Stock Pledge Agreement (incorporated by
                  reference to Exhibit 10.2 of the Company's quarterly report on
                  Form 10-Q filed August 13, 2001)



                                       47
<PAGE>



         10.23    Second Amendment to Amended and Restated Stock Pledge
                  Agreement (incorporated by reference to Exhibit 10.3 of the
                  Company's quarterly report on Form 10-Q filed August 13, 2001)

         10.24    Fourth Amendment to Amended and Restated Revolving Credit
                  Agreement

         21.1     Subsidiaries of the Registrant

         23.1     Independent Auditors' Consent

     * Management contracts and compensatory plans and arrangements required to
     be filed as exhibits under Item 14(c) of this report.

(b) Reports on Form 8-K

On August 3, 2001, a Form 8-K was filed with the SEC under Item 5 and 7
announcing a purchase agreement to acquire National Discount Brokers
Corporation.

On August 31, 2001, a Form 8-K/A was filed with the SEC under Items 5 and 7
updating financial information with respect to the TradeCast acquisition. The
Form 8-K/A included the following financial statements:

o        Unaudited Consolidated Condensed Financial Statements of TradeCast
         Investments Ltd. and Subsidiaries for the Three Months ended March 31,
         2001 and 2000.

o        Ameritrade Holding Corporation Unaudited Pro Forma Combined Condensed
         Statement of Operations for the Six Months Ended March 30, 2001.

On September 21, 2001, a Form 8-K was filed with the SEC under Items 2 and 7
reporting the acquisition of National Discount Brokers Corporation.



                                       48
<PAGE>



(d) Financial Statement Schedules

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Ameritrade Holding Corporation and Subsidiaries
Omaha, Nebraska

We have audited the consolidated financial statements of Ameritrade Holding
Corporation and its subsidiaries (collectively, the "Company") as of September
28, 2001 and September 29, 2000 and for each of the three years in the period
ended September 28, 2001 and have issued our report thereon dated October 23,
2001 (December 12, 2001, as to Note 6); such report is included elsewhere in
this Form 10-K. Our audits also included the financial statement schedules of
Ameritrade Holding Corporation, listed in Item 14. These financial statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion, such financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

/s/ Deloitte & Touche LLP

Omaha, Nebraska
October 23, 2001



                                       49
<PAGE>



SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

AMERITRADE HOLDING CORPORATION (PARENT COMPANY ONLY)

CONDENSED BALANCE SHEETS
AS OF SEPTEMBER 28, 2001 AND SEPTEMBER 29, 2000
IN THOUSANDS, EXCEPT SHARE AMOUNTS

<Table>
<Caption>
                                                                                                 2001         2000
                                                                                               ---------    ---------
<S>                                                                                            <C>          <C>
ASSETS

Cash and cash equivalents ..................................................................   $     757    $     248
Investments in subsidiaries ................................................................     410,079      321,878
Property and equipment - net of accumulated depreciation and
     amortization: 2000 - $10,046 ..........................................................          --       46,993
Investments ................................................................................      62,717      292,907
Other assets ...............................................................................       6,226       12,370
                                                                                               ---------    ---------
       Total assets ........................................................................   $ 479,779    $ 674,396
                                                                                               =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
     Accounts payable and accrued liabilities ..............................................   $  19,831    $  24,635
     Notes payable .........................................................................      70,145      275,000
     Deferred income taxes .................................................................      18,370      110,593
                                                                                               ---------    ---------
         Total liabilities .................................................................     108,346      410,228
                                                                                               ---------    ---------
Commitments and contingencies

Stockholders' equity:
     Preferred Stock, $1 par value; 3,000,000 shares authorized, none issued ...............          --           --
     Common Stock, $0.01 par value:
         Class A - 270,000,000 shares authorized; 2001 - 198,922,132 shares
           issued; 2000 - 160,036,664 shares issued ........................................       1,990        1,600
         Convertible Class B - 18,000,000 shares authorized ;
           16,372,800 shares issued and outstanding ........................................         164          164
                                                                                               ---------    ---------
         Total Common Stock ................................................................       2,154        1,764

Additional paid in capital .................................................................     384,175       47,864
Retained earnings ..........................................................................     (49,507)      41,670
Treasury stock - Class A shares at cost: 2001 - 116,821 shares;
     2000 - 43,492 shares ..................................................................      (1,746)        (331)
Deferred compensation ......................................................................         215           --
Accumulated other comprehensive income .....................................................      36,142      173,201
                                                                                               ---------    ---------
        Total stockholders' equity .........................................................     371,433      264,168
                                                                                               ---------    ---------
        Total liabilities and stockholders' equity .........................................   $ 479,779    $ 674,396
                                                                                               =========    =========
</Table>



                                       50
<PAGE>


AMERITRADE HOLDING CORPORATION (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 28, 2001, SEPTEMBER 29, 2000 AND
SEPTEMBER 24, 1999

IN THOUSANDS

<Table>
<Caption>
                                                                     2001        2000        1999
                                                                    --------    --------    --------
<S>                                                                 <C>         <C>         <C>
Revenues:
  Interest revenue ..............................................   $  5,615    $    999    $    699
   Management fee ...............................................     44,607      49,554      20,570
   Other ........................................................          2          43          93
                                                                    --------    --------    --------
       Total revenues ...........................................     50,224      50,596      21,362

Expenses:
   Employee compensation and benefits ...........................     15,864      13,718      10,792
   Professional services ........................................      7,088      10,930      11,612
   Interest on borrowings .......................................     10,223      16,417       3,821
   Other ........................................................     15,526      13,211       7,526
                                                                    --------    --------    --------
       Total operating expenses .................................     48,701      54,276      33,751
                                                                    --------    --------    --------
       Operating income (loss) ..................................      1,523      (3,680)    (12,389)
Gain on sale of investment ......................................     (9,692)         --          --
Debt conversion expense .........................................     62,082          --          --
                                                                    --------    --------    --------
Loss before income taxes and equity in
   earnings of subsidiaries .....................................    (50,867)     (3,680)    (12,389)
Income tax benefit ..............................................    (19,660)     (1,271)     (4,485)
                                                                    --------    --------    --------
Loss before equity in earnings (loss) of subsidiaries ...........    (31,207)     (2,409)     (7,904)
Equity in earnings (loss) of subsidiaries .......................    (59,970)    (11,217)     19,443
                                                                    --------    --------    --------
Net income (loss) ...............................................   $(91,177)   $(13,626)   $ 11,539
                                                                    ========    ========    ========
</Table>



                                       51
<PAGE>


AMERITRADE HOLDING CORPORATION (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 28, 2001, SEPTEMBER 29, 2000 AND
SEPTEMBER 24, 1999
IN THOUSANDS


<Table>
<Caption>
                                                                                       2001         2000         1999
                                                                                    ---------    ---------    ---------
<S>                                                                                 <C>          <C>          <C>
Cash flows from operating activities:
   Net income (loss) ............................................................   $ (91,177)   $ (13,626)   $  11,539
   Adjustments to reconcile net income (loss) to net cash flows from
     operating activities:
   Equity in (earnings) loss of subsidiaries ....................................      59,970       11,217      (19,443)
   Depreciation and amortization ................................................       4,635        6,687        2,225
   Deferred income taxes ........................................................     (48,407)        (554)       1,149
   Loss on disposal of property .................................................         973           --           --
   Gain on sale of investment ...................................................      (9,692)          --           --
   Changes in operating assets and liabilities:
     Other assets ...............................................................       7,117       (3,061)      (6,495)
     Accounts payable and accrued liabilities ...................................      (4,589)      14,366        5,754
                                                                                    ---------    ---------    ---------
       Net cash flows from operating activities .................................     (81,170)      15,029       (5,271)
                                                                                    ---------    ---------    ---------
Cash flows from investing activities:
   Cash paid in business combinations, net ......................................          --       (5,995)      (6,917)
   Investment in subsidiaries ...................................................      (1,545)    (263,981)    (131,976)
   Dividends from subsidiaries ..................................................     121,534      152,153       31,370
   Purchase of property and equipment ...........................................      (2,319)     (17,487)     (24,839)
   Proceeds from sale of investment .............................................      16,359           --           --
   Purchase of investments ......................................................        (176)      (6,936)          --
                                                                                    ---------    ---------    ---------
       Net cash flows from investing activities .................................     133,853     (142,246)    (132,362)
                                                                                    ---------    ---------    ---------
Cash flows from financing activities:
   Proceeds from notes payable ..................................................      74,900      160,000      294,000
   Principal payments on notes payable ..........................................    (127,400)     (85,000)    (105,000)
   Proceeds from exercise of stock options ......................................       1,431          531          507
   Purchase of treasury stock ...................................................      (1,257)        (269)          --
   Issuance of treasury stock ...................................................         152          262           66
                                                                                    ---------    ---------    ---------
       Net cash flows from financing activities .................................     (52,174)      75,524      189,573
                                                                                    ---------    ---------    ---------
Net increase (decrease) in cash and cash equivalents ............................         509      (51,693)      51,940
Cash and cash equivalents at beginning of period ................................         248       51,941            1
                                                                                    ---------    ---------    ---------
Cash and cash equivalents at end of period ......................................   $     757    $     248    $  51,941
                                                                                    =========    =========    =========
Supplemental cash flow information:
   Interest paid ................................................................   $  12,250    $  14,292    $   2,258
   Income taxes paid (refunds received) .........................................   $  (7,134)   $  (9,361)   $  14,149
Noncash investing and financing activities:
   Property and equipment transferred to subsidiaries, net ......................   $ (43,704)   $      --    $      --
   Tax benefit on exercise of stock options .....................................   $     974    $   1,666    $   1,865
   Issuance of Common Stock in acquisition of subsidiaries ......................   $ 224,456    $  21,377    $      --
   Conversion of convertible notes to Class A Common Stock ......................   $ 152,355    $      --    $      --
   Deferred income taxes on debt conversion .....................................   $ (42,825)   $      --    $      --
</Table>



                                       52
<PAGE>


SCHEDULE II

AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 28, 2001, SEPTEMBER 29, 2000 AND
SEPTEMBER 24, 1999

IN THOUSANDS


<Table>
<Caption>
                                             Balance at     Charged to     Write-off       Balance at
                                            Beginning of    Costs and     of Doubtful        End of
                                               Period        Expenses       Accounts         Period
                                            ------------   ------------   ------------    ------------
<S>                                        <C>             <C>            <C>             <C>
Fiscal year ended September 28, 2001
    Allowance for doubtful accounts .....   $      4,017   $        711   $       (906)   $      3,822


Fiscal year ended September 29, 2000
    Allowance for doubtful accounts .....   $      2,916   $      3,637   $     (2,536)   $      4,017


Fiscal year ended September 24, 1999
    Allowance for doubtful accounts .....   $      1,040   $      2,155   $       (279)   $      2,916
</Table>




                                       53
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) 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, in the city of Omaha,
State of Nebraska, on the 21st day of December, 2001.


Ameritrade Holding Corporation


By: /s/ Joseph H. Moglia
   ---------------------
Joseph H. Moglia
Chief Executive Officer
(Principal Executive Officer)

By: /s/ John R. MacDonald
   ----------------------
John R. MacDonald
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on this 21st day of December, 2001.

<Table>
<S>                                                                  <C>
/s/ J. Joe Ricketts                                                  /s/ Thomas Y. Hartley
-------------------                                                  ---------------------
J. Joe Ricketts                                                      Thomas Y. Hartley
Chairman of the Board                                                Director

/s/ J. Peter Ricketts                                                /s/ Charles L. Marinaccio
---------------------                                                -------------------------
J. Peter Ricketts                                                    Charles L. Marinaccio
President - Private Client Division, Vice Chairman and Secretary     Director

/s/ Robert T. Slezak                                                 /s/ Mark L. Mitchell
--------------------                                                 --------------------
Robert T. Slezak                                                     Mark L. Mitchell
Director                                                             Director

/s/ Gene L. Finn                                                     /s/ John W. Ward
----------------                                                     ----------------
Gene L. Finn                                                         John W. Ward
Director                                                             Director


/s/ David W. Garrison
David W. Garrison
Director
</Table>




                                       54