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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006.
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .
Commission File Number 1-11921
E*TRADE Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-2844166
(State or Other Jurisdiction
of Incorporation or Organization)
(I.R.S. Employer
Identification Number)
135 East 57th Street, New York, New York 10022
(Address of Principal Executive Offices and Zip Code)
(646) 521-4300
(Registrant’s Telephone Number, including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
(Title of each class and Name of exchange on which registered)
Common Stock—$0.01 par value—NASDAQ
Mandatory Convertible Notes
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasonal issuer, as defined in Rule 405 of the Securities
Act. Yes ÈNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Securities Act. Yes No È
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ÈNo
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.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ÈAccelerated filer Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No È
At June 30, 2006, the aggregate market value of voting stock, comprised of the registrant’s common stock and
shares exchangeable into common stock, held by nonaffiliates of the registrant was approximately $7.8 billion (based
upon the closing price for shares of the registrant’s common stock as reported by the New York Stock Exchange on
that date). Shares of common stock held by each officer, director and holder of 5% or more of the outstanding common
stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.
Number of shares outstanding of the registrant’s common stock as of February 23, 2007: 427,164,672
DOCUMENTS INCORPORATED BY REFERENCE
Definitive Proxy Statement relating to the Company’s Annual Meeting of Shareholders to be held May 23, 2007,
to be filed hereafter (incorporated into Part III hereof).

Table of contents

  • Page 1
    ... billion (based upon the closing price for shares of the registrant's common stock as reported by the New York Stock Exchange on that date). Shares of common stock held by each officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be...

  • Page 2
    ... Management ...Summary of Critical Accounting Policies and Estimates ...Required Statistical Disclosure by Bank Holding Companies ...Glossary of Terms ...Item 7A. Quantitative and Qualitative Disclosures about Market Risk ...Item 8. Financial Statements and Supplementary Data ...Management Report...

  • Page 3
    ... 16-Securities Sold Under Agreement to Repurchase and Other Borrowings ...Note 17-Corporate Debt ...Note 18-Accounts Payable, Accrued and Other Liabilities ...Note 19-Income Taxes ...Note 20-Earnings per Share ...Note 21-Share Repurchases ...Note 22-Employee Share-Based Payments and Other Benefits...

  • Page 4
    ... limit equity, futures, options, exchange-traded funds, mutual funds and bond orders. We also offer quick transfer, wireless account access, extended hours trading, quotes, research and advanced planning tools; • Banking-includes checking, savings, sweep, money market and certificates of deposit...

  • Page 5
    ...no fee and no minimum individual retirement accounts. Retail banking and lending products and services include: • interest-earning checking, money market, savings and CD products with FDIC-insurance; • FDIC-insured sweep deposit accounts that automatically transfers funds from customer brokerage...

  • Page 6
    ... transact large block trading activity on the New York Stock Exchange ("NYSE") and NASDAQ exchanges. In addition, we provide institutional customers with trade execution services, including direct access to international exchanges. Our web-based platform offers real-time, online access to statements...

  • Page 7
    ...product set including investing, trading, banking and lending products. Our retail segment also includes providing corporate clients with employee stock plan administration and options management tools. Institutional customers are offered access to a range of execution services through traditional 4

  • Page 8
    ... global financial services company. To achieve that goal, we continue to invest in and grow our international operations. We offer services in international markets directly through our website at www.etrade.com as well as through additional branded retail brokerage websites in Canada, Denmark...

  • Page 9
    ... securities markets could reduce trade volumes and margin borrowing and increase our dependence on our more active customers who receive lower pricing Online investing services to the retail customer, including trading and margin lending, account for a significant portion of our revenues. Although...

  • Page 10
    ... a material impact on our financial performance. Downturns in the securities markets increase the credit risk associated with margin lending or stock loan transactions We permit customers to purchase securities on margin. A downturn in securities markets may impact the value of collateral held in...

  • Page 11
    ... costs so that our tools comply with the new FASB statement. Additionally, we may see a reduction in commission revenues as fewer employee stock options would be available for exercise and sale by the employees of these companies. Reduced spreads in securities pricing, levels of trading activity...

  • Page 12
    ... control of customer funds and securities, margin lending and execution and settlement of transactions. We are also subject to additional laws and rules as a result of our specialist and market maker operations. As part of our institutional business we provide clients access to certain third-party...

  • Page 13
    ... a non-grandfathered savings and loan holding company, we are subject to regulations that could restrict our ability to take advantage of certain business opportunities We are required to file periodic reports with the OTS and are subject to examination by the OTS. The OTS also has certain types of...

  • Page 14
    ...and marketing of new products and services. Risks Relating to Owning Our Stock We have incurred losses in the past and we cannot assure you that we will be profitable We have incurred losses in the past and we may do so in the future. While we reported net income for the past four years, we reported...

  • Page 15
    ... adequate funds are not available on acceptable terms, we may be unable to fund our plans for the growth of our business. In addition, if funds are available, the issuance of equity securities could dilute the value of our shares of our common stock and cause the market price of our common stock to...

  • Page 16
    ... known to the Company after the sale. On April 8, 2004, MarketXT filed a complaint in the United States District Court for the Southern District of New York against the Company, certain of its officers and directors, and other third parties, including Softbank Investment Corporation ("SBI") and...

  • Page 17
    ... trading activities of certain specialist firms, including the Company's subsidiary E*TRADE Capital Markets, LLC ("ETCM"), on various regional exchanges in order to determine whether such firms executed proprietary orders in a given security prior to a customer order in the same security (a practice...

  • Page 18
    ...paid cash dividends on our common stock. Although we do not currently have any plans to do so, we may pay dividends in the future. Equity Compensation Plan Information Refer to Note 22-Employee Shared-Based Payments and Other Benefits in Item 8. Financial Statements and Supplementary Data for equity...

  • Page 19
    ... Securities Act. These shares of common stock were sold by the issuer in a transaction not involving a public offering. We filed a registration statement on August 7, 2006, which was declared effective immediately. Performance Graph The following performance graph shows the cumulative total return...

  • Page 20
    ... FINANCIAL DATA (Dollars in millions, shares in thousands, except per share and per trade amounts): 2006 Year Ended December 31, 2005 2004 2003 2002 Variance 2006 vs. 2005 Results of Operations:(1) Total net revenue Facility restructuring and other exit activities(2) Gain (loss) on sale...

  • Page 21
    ... in the balance sheet under other borrowings. (Dollars in billions): 2006 At or For the Year Ended December 31, 2005 2004 2003 2002 Variance 2006 vs. 2005 Key Measures: Retail client assets(1) Customer cash and deposits(1) Daily Average Revenue Trades Average commission per trade Products per...

  • Page 22
    ... customer base, and increase the retail customer cash and credit products we hold on our balance sheet, we believe that our business will benefit. As our institutional business manages our balance sheet on an enterprise-wide basis, we become less dependent on revenue from market-driven customer...

  • Page 23
    ... Year Ended December 31, 2006 2005 2004 Variance 2006 vs. 2005 Customer Activity Metrics: Retail client assets (dollars in billions)(1) Customer cash and deposits (dollars in billions)(1) Daily average revenue trades Average commission per trade Products per customer Company Financial Metrics: Net...

  • Page 24
    ...opportunities by offering a competitive annual percentage yield, no minimums in balances or account fees and free transfers to any institution. Acquired RAA We completed the purchase of RAA, a Dallas, Texas-based investment advisor managing over $1 billion in assets, in the third quarter of 2006. We...

  • Page 25
    ... and corporations with customized financial management solutions. As a result, because we now meet the criteria required to exercise significant influence, we account for Investsmart as an equity method investment. Upgraded Credit Rating Three credit agencies, Moody's Investor Service ("Moody...

  • Page 26
    ... E*TRADE Complete tools initially included the Cash Optimizer, the Intelligent Investing Optimizer and the Intelligent Lending Optimizer. Customers can quickly transfer funds to modify deposit balances to determine the optimal distribution of cash between accounts based on their personal preferences...

  • Page 27
    ... segment. Summary Financial Results Income Statement Highlights for the Year Ended December 31, 2006 (dollars in millions, except per share amounts) Year Ended December 31, 2006 2005 Variance 2006 vs. 2005 Total net revenue Net income Diluted net earnings per share Net operating interest income...

  • Page 28
    ... during 2006. The increase related to the Harrisdirect conversion, as well as organic growth in checking, money market and certificate of deposit accounts. Retail deposits and free credits are two of our lowest cost sources of funding and are important contributors to our net operating interest...

  • Page 29
    ... items. Gain on sales of loans and securities, net are the result of activities in our operations, namely our lending and balance sheet management businesses. Gain on sales and impairment of investments relates primarily to historical equity investments of the Company at the corporate level and is...

  • Page 30
    ... of total net revenue. Year Ended December 31, 2006 2005 Variance 2006 vs. 2005 Revenue: Net operating interest income after provision for loan losses Commission(1) Service charges and fees Principal transactions Gain on sales of loans and securities, net Other revenue Total net revenue (1) 56...

  • Page 31
    ... Cash and cash equivalents(1) 1,226,548 54,492 Stock borrow and other 531,809 36,780 Total enterprise interestearning assets Enterprise interest-bearing liabilities: Retail deposits(5) Brokered certificates of deposit(6) Free credits Repurchase agreements and other borrowings Federal Home Loan Bank...

  • Page 32
    ... by 36 basis points to 2.85% in 2006, compared to 2005. This increase was primarily the result of our ability to grow low-cost deposits and free credits during these periods, which in turn funded our growth in loans, net and margin receivables. Average enterprise interest-earning assets increased 40...

  • Page 33
    ... to its customer base and local market practices, and as a result, a change in the relative numbers of executed trades in these businesses impacts average commission per trade. Each business also has different trade types (e.g. equities, options, fixed income, ETFs, CFDs and mutual funds) that can...

  • Page 34
    ... operations. The decline in the total gain on sales of loans and securities, net during 2006 was due primarily to our lower sales of mortgage and consumer loans compared to 2005. We retained a greater number of originated mortgage loans on the balance sheet in an effort to retain the customer...

  • Page 35
    ... higher number of employees in our service organization, a full year impact of expensing stock options(1) and increased variable and incentive compensation expense. These increases in compensation are in line with the growth and performance of our business and our focus on enhancing customer service...

  • Page 36
    ... 2006 vs. 2005 Amount % Year Ended December 31, 2006 2005 Other income (expense): Corporate interest income Corporate interest expense Gain on sales and impairment of investments Loss on early extinguishment of debt Equity in income of investments and venture funds Total other income (expense...

  • Page 37
    ...the residential mortgage loan portfolio. In addition, higher consumer loan related losses resulted from higher losses on recreational vehicle loans and higher credit card bankruptcy activity as a significant number of customers filed for personal bankruptcy before the enactment of the new bankruptcy...

  • Page 38
    ... transactions revenue is influenced by overall trading volumes, the number of stocks for which we act as a market maker, the trading volumes of those specific stocks and the trading performance of our proprietary trading activities. Gain on Sales of Loans and Securities, Net Gain on sales of loans...

  • Page 39
    ...our OTC specialist book. Facility Restructuring and Other Exit Activities Facility and restructuring costs were a credit of $30.0 million for 2005. The credit resulted from a $35.5 million, pre-tax gain recognized on the sale of the Consumer Finance Corporation servicing business, which was recorded...

  • Page 40
    ...rate for 2004 was due principally to tax benefits recognized in 2004 in connection with the sale of partnership interests which generated an excess tax basis adjustment and the closure of several open IRS tax issues. Discontinued Operations Our net gain (loss) from discontinued operations was a loss...

  • Page 41
    ... Service charges and fees Gain on sales of loans and securities, net Other revenue Net segment revenue Total segment expense Total retail segment income Key Metrics: Retail client assets (dollars in billions)(1) Customer cash and deposits (dollars in billions)(1) DARTs Average commission per trade...

  • Page 42
    ... for loan losses Commission Service charges and fees Principal transactions Gain on sales of loans and securities, net Other revenue Net segment revenue Total segment expense Total institutional segment income Key Metrics: Total nonperforming loans as a percent of total loans, net Average revenue...

  • Page 43
    ... after provision for loan losses and commission revenue was offset by a planned decrease in gain on sales of loans and securities, net of approximately $15.9 million for 2006 compared to 2005. We evaluate our portfolio of securities available-for-sale in light of changing market conditions and where...

  • Page 44
    ... balance sheet (dollars in thousands): December 31, 2006 2005 Variance 2006 vs. 2005 Assets: Cash and equivalents(1) Trading securities Available-for-sale mortgage-backed and investment securities Loans held-for-sale Brokerage receivables, net Loans receivable, net Other assets(2) Total assets...

  • Page 45
    ... new customers. The increase in deposits was partially offset by declines in securities sold under agreements to repurchase and corporate debt. The conversion of Harrisdirect customers to the E*TRADE Financial platform resulted in the transfer of customer brokerage receivables, deposits and customer...

  • Page 46
    ...: Real estate HELOC, HEIL and other Recreational vehicle Marine Commercial Credit card Automobile Other Total recoveries Net charge-offs Allowance for loan losses, end of period Net charge-offs to average loans receivable, net outstanding (1) $ 63,286 44,970 - (616) (15,372) (25,253) (6,463...

  • Page 47
    ... the growth of the portfolio and the decrease in consumer loan charge-offs was due primarily to a decline in loan balances as we exited the consumer finance business in 2005. Annualized net charge-offs as a percentage of average loans receivable, net were 0.18% at December 31, 2006 compared to 0.26...

  • Page 48
    ... of total nonperforming loans receivable, net decreased from 186% in 2005 to 91% in 2006. As our loan portfolio shifts to mortgage loans, where the risk of charge-off is generally less than the risk of charge-off on a consumer loan, the level of the allowance to nonperforming assets may continue...

  • Page 49
    ...gains and losses in available-for-sale securities are included in shareholders' equity as accumulated other comprehensive income or loss, net of tax. Deposits Deposits are summarized as follows (dollars in thousands): December 31, 2006 2005 Variance 2006 vs. 2005 Sweep deposit accounts Money market...

  • Page 50
    ... of deposit balances. The sweep deposit accounts, money market accounts and certificates of deposit generally provide us the benefit of lower interest costs, compared with wholesale funding alternatives. The deposits balance is a component of the total customer cash and deposits balance reported as...

  • Page 51
    ... for the year ended December 31, 2006. Changes in Cash and Equivalents In 2006, cash and equivalents at E*TRADE Financial Corporation, on a standalone holding company basis, increased $46.0 million to $139.5 million due primarily to a decrease in net cash used in investing activities of $2.2 billion...

  • Page 52
    ... based on investment plans of the venture capital funds, low income housing tax credit partnerships and joint ventures. Includes portion of RAA acquisition purchase price held in escrow at December 31, 2006. Does not include demand deposit, money market, passbook savings accounts or sweep deposit...

  • Page 53
    .... Transactions including the opening of an account, processing of a trade, acceptance of a deposit, hiring a new employee and acquiring a company, all involve a certain amount of risk. The identification and management of risks are the keys to effective risk management. Our risk management practices...

  • Page 54
    ... that is the value of the securities held as collateral are sufficient to cover the margin receivable balance. In addition, brokerage management monitors situations where trades have occurred and payment was not received due to fraud or returned checks and other electronic transaction rejects. These...

  • Page 55
    ...in gain on sales of loans and securities, net for our banking investments and gain on sales and impairment of investments for our brokerage (other than those held for market-making purposes) and corporate investments. We have investments in certain publicly-traded and privately-held companies, which...

  • Page 56
    ... and Accounting for Financial Derivatives Description The Bank's principal assets are residential mortgages and mortgage-backed securities, which typically pay a fixed interest rate over an extended period of time. However, the principal sources of funds for the Bank are customer deposits and...

  • Page 57
    ... allowance to be recorded against our net deferred tax asset. Changes in our estimate of these taxes occur periodically due to changes in the tax rates, changes in our business operations, implementation of tax planning strategies, resolution with taxing authorities of issues with previously taken...

  • Page 58
    ...a forfeiture rate that is used to calculate each period's compensation expense attributed to these options. Judgments We estimate the value of employee stock options using the Black-Scholes-Merton option pricing model. Assumptions necessary for the calculation of fair value include expected term and...

  • Page 59
    ... and Operating Interest Differential Average Balance Sheet and Analysis of Net Interest Income ...Net Operating Interest Income-Volumes and Rates Analysis ...Investment Portfolio Investment Portfolio-Book Value and Market Value ...Investment Portfolio Maturity ...Loan Portfolio Loans by Type ...Loan...

  • Page 60
    .... Cost 2004 Operating Average Interest Yield / Inc./Exp. Cost 4.87% 3.99% 4.04% 3.18% 3.23% 4.37% Average Balance Interest-earning banking assets: Loans, net(1) Mortgage-backed and related available-for-sale securities Available-for-sale investment securities Trading securities Other Total interest...

  • Page 61
    ...Due To Volume Rate Total Interest-earning banking assets: Loans, net(1) Mortgage-backed and related available-for-sale securities Available-for-sale investment securities Trading securities Other Total interest-earning banking assets(2) Interest-bearing banking liabilities: Retail deposits Brokered...

  • Page 62
    Lending Activities The following table presents the balance and associated percentage of each major loan category in our portfolio (dollars in thousands): 2006 Balance %(1) Real estate loans: One- to four- family Fixed-rate Adjustable-rate HELOC, HEIL and other Total real estate loans Consumer and ...

  • Page 63
    ... Rate Type Fixed Adjustable Total Real estate loans: One- to four-family HELOC, HEIL and other Total real estate loans Consumer and other loans: Recreational vehicle Marine Commercial Credit card Automobile Other Total consumer and other loans Total loans Available-for-Sale and Trading Securities...

  • Page 64
    ... fair value of our mortgage-backed securities and investment portfolio that the Bank held and classified as available-for-sale (dollars in thousands): 2006 Cost Basis Fair Value December 31, 2005 Cost Basis Fair Value 2004 Cost Basis Fair Value Mortgage-backed securities: Backed by U.S. Government...

  • Page 65
    ... agreements as borrowings and secure them with designated fixed- and variable-rate securities. We also participate in the Federal Reserve Bank's special direct investment and treasury, tax and loan borrowing programs. We use the proceeds from these transactions to meet our cash flow or asset...

  • Page 66
    ... highest and average month-end balances of our short-term borrowings (dollars in thousands): Ending Balance WeightedAverage Maximum Amount Rate(1) At Month-End Yearly Weighted-Average Balance Rate At or for the year ended December 31, 2006: Advances from the FHLB Securities sold under agreement to...

  • Page 67
    ... ongoing business of the Company's operating subsidiaries. Customer cash and deposits-Customer cash, deposits, free credits and money market balances, including those held by third parties. Daily average revenue trades ("DARTs")-Total revenue trades in a period divided by the number of trading days...

  • Page 68
    ... includes those who execute less than 30 trades per quarter, hold less than $50,000 in assets in combined retail accounts and have base pricing of $12.99 per trade Margin receivables-The extension of credit to brokerage customers of the Company, where the loan is secured with securities owned by the...

  • Page 69
    ... price on a given date. These agreements are generally collateralized by mortgage-backed or investment-grade securities. Retail deposits-Balances of retail customer cash held at the Bank; excludes brokered certificates of deposit. Return on average total banking assets-Annualized Bank net income...

  • Page 70
    ...-The borrowing of shares from a Broker-Dealer and subsequently lending the same shares to another Broker-Dealer netting a fee. Sweep deposit accounts-Accounts with the functionality to transfer brokerage cash balances to and from an FDIC-insured money market account at the Bank. Taxable equivalent...

  • Page 71
    ...; and long term notes. Our transactional deposit accounts and free credits tend to be less rate-sensitive than wholesale borrowings. Agreements to repurchase securities and money market accounts re-price as interest rates change. Certificates of deposit re-price over time depending on maturities...

  • Page 72
    ... brokerage receivables, a portfolio of trading securities and certain investments not held by E*TRADE Bank. Interest-bearing liabilities not currently included in the analysis consist of brokerage payables, other borrowings held by the Bank Holding Company, corporate level long-term debt and a small...

  • Page 73
    ..., 2006. As each security's market price fluctuates, we are exposed to risk of a loss with respect to these unrealized gains. See publicly traded equity securities discussion at Note 6-Available-for-Sale Mortgage-Backed and Investment Securities in Item 8. Financial Statements and Supplementary Data...

  • Page 74
    ... financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management...

  • Page 75
    ... audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2006 of the Company and our report dated March 1, 2007 expressed an unqualified opinion on those consolidated...

  • Page 76
    ... balance sheet of E*TRADE Financial Corporation and subsidiaries (the "Company") as of December 31, 2006 and 2005, and the related consolidated statement of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2006...

  • Page 77
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (In thousands, except per share amounts) Year Ended December 31, 2006 2005 2004 Revenue: Operating interest income Operating interest expense Net operating interest income Provision for loan losses Net operating interest...

  • Page 78
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands, except share amounts) December 31, 2006 2005 ASSETS Cash and equivalents Cash and investments required to be segregated under Federal or other regulations Trading securities Available-for-sale mortgage-backed ...

  • Page 79
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2006 2005 2004 Net income Other comprehensive loss Available-for-sale securities: Unrealized gains, net Less impact of realized gains (transferred out of accumulated ...

  • Page 80
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (In thousands) Shares Exchangeable into Common Stock Shares Amount Balance, December 31, 2003 Net income Other comprehensive loss Exercise of stock options and purchase plans, including tax benefit Employee...

  • Page 81
    ... FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY-(Continued) (In thousands) Shares Exchangeable into Common Stock Shares Amount Balance, December 31, 2005 Net income Other comprehensive loss Exercise of stock options and purchase plans, including tax benefit...

  • Page 82
    ... Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of available-for-sale mortgage-backed and investment securities Proceeds from sales, maturities of and principal payments on available-for-sale mortgage-backed and investment securities Net increase in loans...

  • Page 83
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS-(Continued) (In thousands) 2006 Year Ended December 31, 2005 2004 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits Advances from other long-term borrowings Payments on advances from other ...

  • Page 84
    ... reporting these two items separately provides a clearer picture of the financial performance of our operations than would a presentation that combined these two items. Gain on sales of loans and securities, net are the result of activities in our operations, namely our lending and balance sheet...

  • Page 85
    ... for the purpose of selling them in the near term and are carried at estimated fair value based on quoted market prices. Realized and unrealized gains and losses on securities classified as trading held by the Bank are included in the gain on sales of loans and securities, net line item and are...

  • Page 86
    ...of the assets sold and the net cash proceeds received. These gains or losses are recorded in the gain on sales of loans and securities, net line item in the consolidated statement of income. Fair value is determined based on quoted market prices, if available. Generally, quoted market prices are not...

  • Page 87
    ... free credit balances, and other funds pending completion of securities transactions. The Company pays interest on certain free credit balances. Payables to brokers, dealers and clearing organizations also result from the Company's stock lending activities. Deposits paid for securities borrowed and...

  • Page 88
    ... their allocated cost basis based on the relative fair value of the loan sold and the servicing rights are retained at the date of the sale in accordance with SFAS No. 140. The fair value of the servicing retained is estimated based on market quotes for similar servicing assets. Servicing assets are...

  • Page 89
    ...-rate mortgage-backed securities or investment grade securities. Repurchase Agreements are treated as financings for financial statement purposes and the obligations to repurchase securities sold are reflected as such in the consolidated balance sheet. Mandatory Convertible Debt-The Company accounts...

  • Page 90
    ...-line basis over the vesting period using an estimated forfeiture rate. Upon adoption, the Company began expensing options as compensation and benefits with a one-time pre-tax credit of $2.8 million in cumulative effect of accounting change related to estimated forfeitures on restricted stock awards...

  • Page 91
    ... the average market price during the period using the proceeds to be received upon settlement. Financial Derivative Instruments and Hedging Activities-The Company enters into derivative transactions to protect against the risk of market price or interest rate movements on the value of certain assets...

  • Page 92
    ...the Company will purchase securities for its balance sheet with the intention of resale to transact the customer's buy or sell order. Gain on Sales of Loans and Securities, Net-Gain on sales of originated loans are recognized at the date of settlement and are based on the difference between the cash...

  • Page 93
    ...available-for-sale securities are recognized at the trade date, based on the difference between the anticipated proceeds and the amortized cost of the specific securities sold. Other Revenue-Other revenue consists of stock plan administration services, payments for order flow from third party market...

  • Page 94
    ...to the Company's financial condition, results of operations or cash flows. NOTE 2-BUSINESS COMBINATIONS Over the past three years, the Company completed several business combinations and asset acquisitions which were all accounted for under the purchase method of accounting. The purchase prices have...

  • Page 95
    ...summarizing the gains (losses), net of taxes, resulting from the sale and closure of discontinued operations (dollars in thousands): Year Ended December 31, 2006 2005 2004 E*TRADE Professional(1) Consumer Finance Corporation-origination business(2)(3) E*TRADE Access(2) Gain, net of tax, on disposal...

  • Page 96
    ... for the proprietary and agency trading businesses (dollars in thousands): Year Ended December 31, 2006 2005 2004 Net revenue Loss from discontinued operations Income tax benefit Loss from discontinued operations, net of tax Consumer Finance Corporation $ 5,526 $(1,181) (460) $ (721) $ 21...

  • Page 97
    ... financial statement for all periods presented. The following table summarizes the results of discontinued operations of the ATM business (dollars in thousands): Year Ended December 31, 2004 Net revenue Loss from discontinued operations Income tax benefit Loss from discontinued operations, net...

  • Page 98
    ...the early termination of certain contracts, such as the revenue sharing agreements associated with 43 E*TRADE Zones located in Target stores. These unprofitable product lines consisted of our Stock Basket product offered to customers and our online advisory service, eAdvisor, a joint initiative with...

  • Page 99
    ...facilities. Additionally, for the year ended December 31, 2006, other exit activities included severance costs associated with the outsourcing of certain clearing operations and costs related to the relocation of certain accounting functions. The total charge for this exit activity is expected to be...

  • Page 100
    ... expense (dollars in thousands): 2006 Year Ended December 31, 2005 2004 Operating interest income: Loans, net Mortgage-backed and investment securities Margin receivables Other Total operating interest income Operating interest expense: Deposits Other borrowings Total operating interest expense Net...

  • Page 101
    ... debt securities Total debt securities Publicly traded equity securities: Preferred stock Corporate investments FHLB stock Retained interests from securitizations Total investment securities Total available-for-sale securities December 31, 2005: Mortgage-backed securities: Backed by U.S. Government...

  • Page 102
    ... other Debt securities: Asset-backed securities Municipal bonds Corporate bonds Other debt securities Publicly traded equity securities: Preferred stock Corporate investments Total temporarily impaired securities December 31, 2005: Mortgage-backed securities: Backed by U.S. Government sponsored and...

  • Page 103
    ...follows (dollars in thousands): Year Ended December 31, 2006 2005 2004 Realized gains on sales of publicly traded equity securities Realized losses on sales of investments and impairments Gains (losses) on sales of other equity securities, net(1) Gain on sales and impairment of investments (1) $71...

  • Page 104
    ...-average remaining maturity of mortgage loans secured by one- to four-family residences was 340 and 341 months at December 31, 2006 and 2005, respectively. Additionally, all mortgage loans outstanding at December 31, 2006 and 2005 in the held-for-investment portfolio were serviced by other companies...

  • Page 105
    The Company actively sells loans including loans that it originally purchased from third parties. A summary of these activities is presented below (dollars in thousands): 2006 Year Ended December 31, 2005 2004 Loans sold: Originated Purchased Total loans sold Gain on sales of loans: Originated ...

  • Page 106
    ... the Company's brokerage activities. Payables to customers and non-customers represent free credit balances and other customer and non-customer funds pending completion of securities transactions. The Company pays interest on certain customer and non-customer credit balances. NOTE 9-ACCOUNTING FOR...

  • Page 107
    ... information related to financial derivatives in fair value hedge relationships (dollars in thousands): Notional Amount of Derivatives Fair Value of Derivatives Asset Liability Net Weighted-Average Receive Strike Remaining Rate Rate Life (Years) Pay Rate December 31, 2006: Pay-fixed interest rate...

  • Page 108
    ...fair value hedge accounting were recorded in the gain on sales of loans and securities, net line item in the consolidated statement of income. Cash Flow Hedges Overview of Cash Flow Hedges The Company uses a combination of interest rate swaps, forward-starting swaps and purchased options on caps and...

  • Page 109
    ... Derivatives Fair Value of Derivatives Asset Liability Net Weighted-Average Receive Strike Remaining Rate Rate Life (Years) Pay Rate December 31, 2006: Pay-fixed interest rate swaps: Repurchase agreements FHLB advances Purchased interest rate options(1): Caps Floors Total cash flow hedges December...

  • Page 110
    ... of terminated interest rate swaps included in operating interest expense and operating interest income (dollars in thousands): 2006 Year Ended December 31, 2005 2004 Impact on accumulated other comprehensive loss (net of taxes): Beginning balance $ Gains (losses) on cash flow hedges related to...

  • Page 111
    ...for-sale, expose the Company to interest rate risk. The Company manages this risk by selling mortgages or mortgage-backed securities on a forward basis referred to as forward sale agreements. Changes in the fair value of these derivatives are included as gain on sales of loans and securities, net in...

  • Page 112
    ... at its allocated cost basis based on the relative fair value of the loan sold and the servicing retained at the date of the sale in accordance with SFAS No. 140. The fair value of the servicing retained is estimated based on market quotes for similar servicing assets. Servicing assets are amortized...

  • Page 113
    ..., NET The following table discloses the changes in the carrying value of goodwill for the periods presented (dollars in thousands): Balance at December 31, 2004 Additions from 2005 acquisitions Write-off related to discontinued operations Balance at December 31, 2005 Purchase accounting adjustments...

  • Page 114
    ... Average Useful Life (Years) December 31, 2006 Gross Accumulated Net Amount Amortization Amount Weighted Average Useful Life (Years) December 31, 2005 Gross Accumulated Net Amount Amortization Amount Customer list Specialist books Active accounts Credit cards(1) Other Total other intangible assets...

  • Page 115
    ...the following (dollars in thousands): December 31, 2006 2005 Third party loan servicing receivable Derivative assets Accrued interest receivable Other investments Prepaids Unamortized debt issue costs Deferred compensation plan Servicing rights Deferred tax assets Other Total other assets $241,511...

  • Page 116
    ...for Investments in Common Stock. NOTE 14-DEPOSITS Deposits are summarized as follows (dollars in thousands): Weighted-Average Rate December 31, 2006 2005 Amount December 31, 2006 2005 Percentage to Total December 31, 2006 2005 Sweep deposit accounts Money market and savings accounts Certificates of...

  • Page 117
    ... at December 31, 2006 and 2005, respectively. The sweep deposit account is a sweep product that transfers brokerage customer balances to the Bank, who holds these funds as customer deposits in FDIC-insured Negotiable Order of Withdrawal and money market deposit accounts. NOTE 15-ASSET SECURITIZATION...

  • Page 118
    ..., the Company purchased $70.1 million in asset-backed securities in open market transactions and transferred them to CDO V. By November 3, 2006, 100% of the pool of underlying securities had been transferred into CDO V. The CDO V transaction is similar to the most recent E*TRADE CDO transaction, CDO...

  • Page 119
    ... the current rating for those preference shares (dollars in millions): Preference Shares Purchased by E*TRADE Rating at 12/31/06 Proceeds Amount Moody's S&P Asset-Backed Securities Transferred to CDO Independent E*TRADE Investment Advisor Transferred After Closing CDO Transaction Date Total CDO...

  • Page 120
    ...-backed securities Total managed asset-backed securities (1) $2,161,728 49,201 2,210,929 69,376 256,638 292,761 300,049 918,824 $3,129,753 During the third quarter of 2006, the preference shares related to CDO I were written off as the Company did not expect any future payments on the investment...

  • Page 121
    ... calculated discounted expected future cash flows, premised on weighted-average life, prepayment speed, discount rate and expected credit losses shown in this table. Initial value at December 31, 2004 for 2004-1 and October 20, 2003 for all remaining. Default base on the entire balance of the amount...

  • Page 122
    ... shown below (dollars in thousands): Repurchase Agreements Other Borrowings FHLB Advances Other Weighted Average Interest Rate Total Years Ending December 31, 2007 2008 2009 2010 2011 Thereafter Subtotal Fair value adjustments Total borrowings at December 31, 2006 Total borrowings at December 31...

  • Page 123
    ...Preferred Securities for a total of $95 million. Net proceeds from these issuances were invested in Floating Rate Junior Subordinated Debentures that mature in 2036 or 2037 and have variable rates of 1.95% or 2.10% above the three-month LIBOR, payable quarterly. In December 2006, ETBH called Capital...

  • Page 124
    ... semi-annually and the notes are non-callable for four years and may then be called by the Company at a premium, which declines over time. Debt issuance costs of $8.0 million are included in other assets and are being amortized over the term of the notes. 7 7⁄ 8% Senior Notes Due December 2015 In...

  • Page 125
    ... to purchase, and the Company to sell, at a purchase price of $25.00 in cash, a variable number of shares of the Company's common stock. The stock conversion ratio varies depending on the average closing price of the Company's common stock over a 20-day trading period ending on the third trading day...

  • Page 126
    ...The Company also has multiple term loans from financial institutions. These loans are collateralized by equipment and are included within other borrowings on the consolidated balance sheet. See Note 16-Securities Sold Under Agreement to Repurchase and Other Borrowings. Future Maturities of Corporate...

  • Page 127
    ... Included in current tax expense are charges to accruals for expected tax contingencies in accordance with SFAS No. 5. The components of income before income taxes and discontinued operations are as follows (dollars in thousands): Year Ended December 31, 2006 2005 2004 Domestic Foreign Total income...

  • Page 128
    ... 2006 2005 Deferred tax assets: Reserves and allowances Net unrealized gain on equity investments and Bank assets held-for-sale Net operating loss carry-forwards Deferred compensation Capitalized technology development Restructuring reserve and related write-downs Total deferred tax assets Deferred...

  • Page 129
    ...: Year Ended December 31, 2006 2005 2004 Federal statutory rate State income taxes, net of Federal tax benefit Difference between statutory rate and foreign effective tax rate and establishment of valuation allowance for foreign deferred tax assets IRS tax settlement Excess tax basis upon sale of...

  • Page 130
    ...except per share amounts): Year Ended December 31, 2006 2005 2004 BASIC: Numerator: Net income from continuing operations Gain (loss) from discontinued operations, net of tax Cumulative effect of accounting change, net of tax Net income Denominator: Basic weighted-average shares outstanding DILUTED...

  • Page 131
    ...during the year ended December 31, 2006 (dollars in thousands, except per share amounts): Maximum Dollar Value of Shares That May Yet be Purchased Under the December 2004 Plan Three Months Ended Total Number of Shares Purchased Aggregate Price Average Price Paid per Share March 31, 2006 June 30...

  • Page 132
    ... 2004. The Company recognized a tax benefit of $7.8 million and $5.0 million related to the stock options for the years ended December 31, 2006 and 2005, respectively. The fair value of each option award is estimated on the date of grant using a Black-Scholes-Merton option pricing model based on the...

  • Page 133
    ...Employee Stock Purchase Plan ("2002 Purchase Plan"), and reserved 5,000,000 shares of common stock for sale to employees at a price no less than 85% of the lower of the fair market value of the common stock at the beginning of the one-year offering period or the end of each of the six-month purchase...

  • Page 134
    ... the minimum excess capital requirements for the Company's broker-dealer subsidiaries (dollars in thousands): December 31, 2006 Required Excess Net Net Net Capital Capital Capital E*TRADE Clearing LLC(1) E*TRADE Securities LLC(1) E*TRADE Capital Markets, LLC(2) E*TRADE Global Asset Management, Inc...

  • Page 135
    ...Years ending December 31, 2007 2008 2009 2010 2011 Thereafter Total future minimum lease payments $ 38,478 36,315 30,874 28,348 21,184 75,414 $230,613 Certain leases contain provisions for renewal options and rent escalations based on increases in certain costs incurred by the lessor. Rent expense...

  • Page 136
    ... known to the Company after the sale. On April 8, 2004, MarketXT filed a complaint in the United States District Court for the Southern District of New York against the Company, certain of its officers and directors, and other third parties, including SBI and Softbank Corporation, alleging that...

  • Page 137
    ... that these commitments and contingencies have on the Company in the future. Loans The Company had the following mortgage loan commitments (dollars in thousands): Fixed Rate December 31, 2006 Variable Rate Total Purchase loans Originate loans Sell loans 134 $ - $346,656 $ 56,349 $1,118,529 $ 109...

  • Page 138
    .... • Should any eligible mortgage loan delivered to an investor pay off between the receipt of the first payment and a contractually designated period of time (typically 60-120 days from the date of purchase), the servicing release premiums shall be fully refunded. Management has determined that...

  • Page 139
    ..., 2006 Institutional Eliminations(1) Total Revenue: Operating interest income Operating interest expense Net operating interest income Provision for loan losses Net operating interest income after provision for loan losses Commission Service charges and fees Principal transactions Gain on sales of...

  • Page 140
    ... loan losses Commission Service charges and fees Principal transactions Gain on sales of loans and securities, net Other revenue Total non-interest income Total net revenue Expense excluding interest: Compensation and benefits Clearing and servicing Advertising and market development Communications...

  • Page 141
    ... loan losses Commission Service charges and fees Principal transactions Gain on sales of loans and securities, net Other revenue Total non-interest income Total net revenue Expense excluding interest: Compensation and benefits Clearing and servicing Advertising and market development Communications...

  • Page 142
    ... required to be segregated, brokerage receivables, net and brokerage payables-Fair value is estimated to be carrying value. • Available-for-sale investment securities including mortgage-backed, trading securities and other investments-Fair value is estimated by using quoted market prices...

  • Page 143
    ... to be carrying value. For sweep deposit accounts, money market accounts, passbook savings and fixed maturity certificates of deposit, fair value is estimated by discounting future cash flows at the currently offered rates for deposits of similar remaining maturities. • Securities sold under...

  • Page 144
    ... cash flows: STATEMENT OF INCOME AND COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2006 2005 2004 Revenue: Management fees from subsidiaries Total net revenue Expense excluding interest: Compensation and benefits Clearing and servicing Advertising and market development Communications...

  • Page 145
    BALANCE SHEET (In thousands) December 31, 2006 2005 ASSETS Cash and equivalents Property and equipment, net Investment in other consolidated subsidiaries Receivable from subsidiaries Other assets Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Senior notes Mandatory convertible notes...

  • Page 146
    ...other exit activities Stock-based compensation Tax benefit from tax deductions in excess of compensation expense Other Other changes, net: Other assets and liabilities, net Facility restructuring liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of...

  • Page 147
    ...2007, the Company's open offer to purchase an additional 20% of Investsmart's outstanding shares closed. During this open offer, approximately 5% of Investmart's shares were tendered, increasing our total ownership percentage to 45%. NOTE 31-QUARTERLY DATA (UNAUDITED) The information presented below...

  • Page 148
    .... The Management Report on Internal Control Over Financial Reporting and the Reports of Independent Registered Public Accounting Firm are included in Item 8. Financial Statements and Supplementary Data. ITEM 9B. OTHER INFORMATION Not applicable. PART III The Company's Proxy Statement for its Annual...

  • Page 149
    ..., J.P. Morgan Chase & Co. and J.P. Morgan Invest Inc. (Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed October 3, 2005). First Amendment to Purchase and Sale Agreement, dated October 6, 2005, by and among Harris Financial Corp, Harrisdirect LLC and E*TRADE...

  • Page 150
    ... E*TRADE Financial Corporation and the Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed November 15, 2005). Registration Rights Agreement dated November 10, 2005, between E*TRADE Financial Corporation and J.P. Morgan Securities...

  • Page 151
    ... and J.P. Morgan Securities Inc., as representatives of the underwriters named therein, dated November 16, 2005 (Incorporated by reference to Exhibit 1.3 of the Company's Current Report on Form 8-K filed on November 18, 2005). Confirmation of Forward Stock Sale Transaction between E*TRADE Financial...

  • Page 152
    ...filed June 12, 1998). Stock Purchase Agreement dated July 9, 1998 by and between E*TRADE Financial Corporation and SOFTBANK Holdings, Inc. (Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed July 17, 1998). E*TRADE Ventures I, LLC, Limited Liability Company Operating Agreement...

  • Page 153
    ... the Company's Annual Report on Form 10-K filed November 9, 2000). E*TRADE eCommerce Fund II, L.P., Limited Partnership Agreement (Incorporated by reference to Exhibit 10.7 of the Company's Form 10-Q filed August 14, 2000). [redacted] Amended and Restated Strategic Alliance Agreement dated September...

  • Page 154
    ....66 to the Company's Current Report on Form 8-K filed on May 31, 2005). Executive Bonus Plan (incorporated by reference to Exhibit 10.67 to the Company's Current Report on Form 8-K filed on May 31, 2005). Credit Agreement dated September 19, 2005 between the Company and JP Morgan Chase Bank, N.A. as...

  • Page 155
    Exhibit Number Description *21.1 *23.1 *31.1 *31.2 *32.1 Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm. Certification-Section 302 of the Sarbanes-Oxley Act of 2002 Certification-Section 302 of the Sarbanes-Oxley Act of 2002 Certification -Section 906 of ...

  • Page 156
    ...Mitchell H. Caplan Chief Executive Officer By /S/ ROBERT J. SIMMONS Robert J. Simmons Chief Financial Officer (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...

  • Page 157
    ... taxes, discontinued operations and the cumulative effect of accounting changes less equity in the income (loss) of investments plus fixed charges less the preference securities dividend requirement of consolidated subsidiaries. Fixed charges include, as applicable interest expense, amortization...

  • Page 158
    ...TRADE Brokerage Services, Inc. (Delaware) E*TRADE Canada Securities Corporation (Canada) E*TRADE Capital, Inc. (California) E*TRADE Capital Management, LLC (Delaware) E*TRADE Capital Markets, LLC (Illinois) E*TRADE Clearing LLC (Delaware) E*TRADE Community Development Corporation (Delaware) E*TRADE...

  • Page 159
    ...Limited (Hong Kong) ETRADE Financial Information Services (Asia) Limited (Hong Kong) ETRADE Securities (Hong Kong) Limited (Hong Kong) ETRADE Securities Limited (Hong Kong) Highland Holdings Corporation (Virginia) Highland REIT, Inc. (Virginia) Howard Capital Management, Inc. (New York) HR Holdings...

  • Page 160
    ... to the consolidated financial statements of E*TRADE Financial Corporation and management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of E*TRADE Financial Corporation for the year ended December 31, 2006. Filed on Form...

  • Page 161
    ..., not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of...

  • Page 162
    ..., not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of...

  • Page 163
    ... material respects, the financial condition and results of operations of E*TRADE Financial Corporation. Dated: March 1, 2007 /s/ MITCHELL H. CAPLAN Mitchell H. Caplan Chief Executive Officer /s/ ROBERT J. SIMMONS Robert J. Simmons Chief Financial Officer (Principal Financial and Accounting Officer)