1 ONE YEAR OF PERFORMANCE. ANNUAL SHAREHOLDERS MEETING : FEBUARY 16, 2005 30 YEARS OF PERSPECTIVE.

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ONE YEAR OF PERFORMANCE.

ANNUAL SHAREHOLDERS MEETING : FEBUARY 16, 2005

30 YEARS OF PERSPECTIVE.

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SAFE HARBOR STATEMENT

This presentation contains forward-looking statements within the meaning of the federal securities

laws. We intend these forward-looking statements to be covered by the safe harbor provisions of the

federal securities laws. In particular, any expectations regarding our future revenues, expenses,

earnings, capital expenditures, activity rates, accounts or stock price are forward-looking statements.

These statements reflect only our current expectations and are not guarantees of future performance

or results. These statements involve risks, uncertainties and assumptions that could cause actual

results or performance to differ materially from those contained in the forward-looking statements.

These risks, uncertainties and assumptions include general economic and political conditions, market

fluctuations and changes in client trading activity, increased competition, systems failures and

capacity constraints, regulatory and legal matters and uncertainties and other risk factors described

in our latest Annual Report on Form 10-K. These forward-looking statements speak only as of the

date on which the statements were made. We undertake no obligation to update or revise publicly

any forward-looking statements, whether as a result of new information, future events or otherwise.

Ameritrade, Division of Ameritrade, Inc., member NASD/SIPC. Ameritrade is a subsidiary of Ameritrade Holding Corporation. Ameritrade and Ameritrade logos are trademarks or registered trademarks of Ameritrade IP Company, Inc. © 2005 Ameritrade IP Company, Inc. All rights reserved. Used with permission.

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GAAP RECONCILIATION

During this presentation, references to financial measures of the Company will

include references to non-GAAP financial measures such as operating margin,

EBITDA, expenses excluding advertising and EPS from ongoing operations. A

complete reconciliation between GAAP and non-GAAP financial measures can

be found on slides 29 through 31.

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Management Team

Record 2004 Highlights

Results

Strategy – Future – Outlook

Record Q1 FY05 Highlights

5

MANAGEMENT TEAM

Phylis Esposito

Executive Vice President

Chief Strategy Officer

Mike Feigeles


Pete Ricketts


Chief Operating Officer

Randy MacDonald


Chief Financial Officer

Kurt Halvorson


Chief Administrative

Officer

Asiff Hirji


Chief Information Officer

Ellen Koplow


General Counsel

Anne Nelson


Chief Marketing Officer

OVER

200 YEARS

COMBINED

FINANCIAL

SERVICES

EXPERIENCE

Joe MogliaChief Executive

Officer

Ken Feldman

President, Private Client Division

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Net Income $272M, or $0.64 EPS

Pre-tax Income $441M, 50% of revenues

Operating Margin(1) $543M, 62%

$467M EBITDA,(1)

53%

Net Revenues $880M

Earnings are per Diluted Share.(1) See attached reconciliation of financial measures.

RECORD ‘04HIGHLIGHTS

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(1) See attached reconciliation of financial measures.

Net income $93M, or $0.22 EPS

Pre-tax income $148M, 56% of revenues

Operating margin(1) $171M, 65%

EBITDA(1) $154M, 59%

Net revenues of $262M

Client assets of $80B

RECORD Q1 FY05HIGHLIGHTS

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Jun Q 03 Sep Q 03 Dec Q 03 Mar Q 04 Jun Q 04 Sep Q 04 Dec Q 04

$0.12

$0.13

$0.17

$0.19

$0.15$0.14

$0.22

Earnings are per Diluted Share.

7 BEST QUARTERS IN COMPANY HISTORY - EPS

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Net Income Annualized Qtr ROE

$5.8M 6%

$92.6M 28.4%

1497% 373%

Market Cap

$1.0B

$5.7B

470%

ExpensesExcluding

Advertising(1)

$73.4M

$91.2M

24%

Average Client

Trades/Day

74K

171K

131%

Net Revenues

$100.3M

$262M

161%


June 2002 was prior to the merger with Datek.

POWER OF OPERATINGLEVERAGE AND SCALABILITY

QtrEnded

Jun 02

Dec 04

Change

10

Source: For the quarter ended 12/31/04 based on reports publicly filed by each entity. E*Trade pre-tax margin based on income from ongoing operations.

Schwab E*Trade

#1 PRE-TAX MARGIN

15%

33%

Ameritrade

56%

11

FY 01

FY 02

FY 03 FY 04

-38%

-6% Dec Q 04Annualized

STRONG RETURN ON EQUITY GROWTH

12%

22%

28%

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Total

Accounts(1)

Qualified

Accounts(2)

December 2003 3,225,000 1,582,000Net Change 402,000 182,000December 2004 3,627,000 1,764,000

Growth 12% 12%

(1) Total accounts are all open client accounts (funded and unfunded), except clearing accounts.

(2) Qualified accounts are all open client accounts with a total liquidation value greater than or equal to $2,000, except clearing accounts.

NET ACCOUNT GROWTH AND QUALIFIED ACCOUNTS

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ET(1) FIDELITY TD SCH(1)

(1) The numbers shown for E*Trade are retail daily average revenue trades, which excludes professional trades. The numbers shown for Schwab are daily average revenue trades, which includes all client trades that generate commission revenue or revenue from principal mark-ups (i.e., fixed income), including trades of equities, options, fixed income securities, and mutual funds that generate transaction fees, and excluding Mutual Fund OneSource trades and other asset-based trades. The numbers shown for AMTD are average daily trades, which includes all client trades of equities, options, mutual funds and debt instruments. Source: Ameritrade, E*Trade, Schwab, Fidelity and Waterhouse from reports publicly filed by each entity for the period 1/1/04 - 12/31/04.

JAN-DEC 04PER DAY(OOOs)

RETAIL EQUITY TRADES

84 88

107

156

AMTD(1)

167

AMTDJAN 05

175

SCHJAN 05

186

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$53.7

$11.5$13.1

$63.2

$65.2$76.3

17% GROWTH

As of Jan. 28, 2005

Client Cash & Money Market Funds

As of Dec. 31, 2003

($ IN BILLIONS)

STRONG CLIENT ASSET GROWTH

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Announced Company 7 Transactions since

July 2001

JB Oxford & Company

Investex MAY 04

JUNE 04

NOV. 03

OCT. 03

JUNE 03

APR. 02

JULY 01

Bidwell

BrokerageAmerica

MDB.com

Datek

NDB.com

A LEADER IN M&A

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SIGNIFICANT OPERATING LEVERAGE

RevenuesCommissionsNet Interest RevenueOther Revenue

Expenses

Variable Expense

Fixed Expense

PER TRADE ANALYSIS

DEC. 04 QTR.

% OF REVENUE

$ 13.277.651.73

58%34%

8%

3.404.50

15%20%

100%$ 22.65

65%

9%

56%

$ 14.75

$ 12.76

1.99

Operating Margin(1)

Advertising

Pre-tax income

Net Revenue

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GROWTH STRATEGY

Organic M&A

Value Proposition Active Traders

• Launched new Web site:– Trade Triggers

– Trailing Stops– Saved Orders– SnapTicket

Long-Term Investors• Amerivest

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For illustrative purposes only.Amerivest is an investment advisory service of Amerivest Investment Management, LLC, an SEC registered investment advisor. The Amerivest service is the sole responsibility of Amerivest Investment Management, LLC. Brokerage services provided by Ameritrade. Amerivest Investment Management, LLC and Ameritrade, Inc. are both wholly owned subsidiaries of Ameritrade Holding Corporation.

AMERIVEST

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For illustrative purposes only.

AMERIVEST

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AMERIVEST


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AMERIVEST


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AMERIVEST

For illustrative purposes only. Not a recommendation.

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AMERIVEST

For illustrative purposes only. Not a recommendation.International investments involve special risks, including currency fluctuations and political and economic instability.

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SHAREHOLDER RETURN BUYBACK RESULTS

Invested $461M in 46M Shares @ $10.04/share

Accretion Impact: Dec Q = $0.02

Annualized = $0.08

Buyback results through 12/31/04. Accretion is for Dec Q 2004. Stock Price refers to implied impact on stock price based upon the annualized accretion impact and assumed P/E.Shares are weighted Average Shares Outstanding – Basic for the quarter ended 12/31/04.

P/E

Stock Price

Shares

Value

15

$1.20

406M

$487M

20

$1.60

406M

$650M

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ANALYST COVERAGE

In-LineNeutral

Buy Strong BuyOverweightOutperform

7 of 11 Analysts with Buy Rating or Stronger

Includes 11 analyst recommendations: Raymond James – Strong Buy, Keefe, Bruyette & Woods – Outperform, Friedman, Billings, Ramsey – Outperform, JP Morgan – Overweight, Morgan Stanley – Overweight, Sandler O’Neill – Buy, GARP – Buy, Fox-Pitt, Kelton – In-Line, CSFB – Neutral, Merrill Lynch – Neutral, Banc of America – NeutralData from First Call Report dated 2/14/05.Ameritrade has paid compensation for non-investment banking services to Raymond James and Sandler O'Neill within the past 12 months.

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2

5

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SHAREHOLDER RETURN

LEH MWDMERJEFLMET GSRJFBSC AGEAMTD

Calculation shows the increase in total shareholder value based upon three month average stock prices (to normalize data) from the beginning of calendar 2003 to the end of calendar 2004 plus dividends. Not annualized.

182%

SCH

180%

106%

93%

63%54%

49% 45%

19%

Jan. 1, 2003 – Dec. 31, 2004

43%

2%

35%

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SHAREHOLDER RETURN

LEH

MWD

MERJEF LMET GSRJFBSC

SCH

AGEAMTD

Calculation shows the increase in total shareholder value based upon three month average stock prices (to normalize data) at the beginning and end of the calendar year 2004 plus dividends.

31%

27%24%

16%

12%9%

3% 2%-1%

-4%

-17%

25%

Calendar Year 2004

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STRONG EPS GROWTH

FY 01 FY 02 FY 03 FY 04

($0.22)(1)

$0.12(1)

$0.32

(1) EPS from ongoing operations.

See attached reconciliation of financial measures.Orange dotted lines indicate Company’s earnings guidance on January 18, 2005.

$0.64

FY 05E

$0.77

$0.90

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RECONCILIATION OF FINANCIAL MEASURES

EBITDA 154,488$ 59.0% 466,962$ 53.1%Less:

Depreciation and amortization (6,273) (2.4%) (23,224) (2.6%)Interest on borrowings (557) (0.2%) (2,581) (0.3%)

Pre-tax income 147,658$ 56.4% 441,157$ 50.1%

EBITDA (2)

$ % of Rev. $ % of Rev.

Operating margin 170,670$ 65.1% 542,687$ 61.7%Less:

Advertising (23,110) (8.8%) (100,364) (11.4%)Gain/(loss) on disposal of property 98 0.0% (1,166) (0.1%)

Pre-tax income 147,658$ 56.4% 441,157$ 50.1%

Operating Margin (1)

Sept. 24, 2004Dec. 31, 2004Quarter Ended Fiscal Year Ended

In thousands, except percentages and per trade measures.

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$ % of Rev. $ % of Rev.Expenses Excluding Advertising (3)

Expenses excluding advertising 91,213$ 34.8% 73,420$ 73.2%Plus: Advertising 23,110 8.8% 16,781 16.7%Total expenses 114,323$ 43.6% 90,201$ 90.0%

Dec. 31, 2004Quarter Ended

June 28, 2002

Sept. 24, Sept. 26, Sept. 27, Sept. 28,2004 2003 2002 2001

EPS from Ongoing Operations (4)Diluted earnings (loss) per share from ongoing operations 0.64$ 0.32$ 0.12$ (0.22)$ Less:

Debt conversion expense - - - (0.20) Restructuring and asset impairment charges - - (0.25) (0.10)

Plus: Gain on sale of investment - - - 0.03 Diluted earnings (loss) per share 0.64$ 0.32$ (0.13)$ (0.49)$

Fiscal Year Ended

In thousands, except percentages and per trade measures.

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

(1)

(2)

(3)

(4) EPS from ongoing operations is considered a Non-GAAP financial measure as defined by SEC Regulation G. We define EPS from ongoing operations as earnings (loss) per share, adjusted to remove any significant unusual gains or charges. We consider EPS from ongoing operations an important measure of the financial performance of our ongoing business. Unusual gains and charges are excluded because we believe they are not likely to be indicative of the ongoing operations of our business. EPS from ongoing operations should be considered in addition to, rather than as a substitute for, basic and diluted earnings per share.

Operating margin is considered a Non-GAAP financial measure as defined by SEC Regulation G. We define operating margin as pre-tax income, adjusted to remove advertising expense and any unusual gains or charges. We consider operating margin an important measure of the financial performance of our ongoing business. Advertising spending is excluded because it is largely at the discretion of the Company, varies significantly from period to period based on market conditions and relates to the acquisition of future revenues through new accounts rather than current revenues from existing accounts. Unusual gains and charges are excluded because we believe they are not likely to be indicative of the ongoing operations of our business. Operating margin should be considered in addition to, rather than as a substitute for, pre-tax income and net income.

EBITDA (earnings before interest, taxes, depreciation and amortization) is considered a Non-GAAP financial measure as defined by SEC Regulation G. We consider EBITDA an important measure of our financial performance and of our ability to generate cash flows to service debt, fund capital expenditures and fund other corporate investing and financing activities. EBITDA eliminates the non-cash effect of tangible asset depreciation and intangible asset amortization. EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities.

Expenses excluding advertising is considered a Non-GAAP financial measure as defined by SEC Regulation G. Expenses excluding advertising consists of total expenses, adjusted to remove advertising expense. We consider expenses excluding advertising an important measure of the financial performance of our ongoing business. Advertising spending is excluded because it is largely at the discretion of the Company, varies significantly from period to period based on market conditions and relates to the acquisition of future revenues through new accounts rather than current revenues from existing accounts. Expenses excluding advertising should be considered in addition to, rather than as a substitute for, total expenses.

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1 ONE YEAR OF PERFORMANCE. ANNUAL SHAREHOLDERS MEETING : FEBUARY 16, 2005 30 YEARS OF PERSPECTIVE.

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