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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, 2010
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
Commission File Number 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)
1271 Avenue of the Americas, 14th Floor, New York, New York 10020
(Address of principal executive offices and Zip Code)
(646) 521-4300
(Registrant’s telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned 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 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 whether the registrant has submitted electronically and posted on its corporate Website, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). 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 amendments to this Form 10-K. È
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ÈAccelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes No È
At June 30, 2010, the aggregate market value of voting stock held by non-affiliates of the registrant was
approximately $2.3 billion (based upon the closing price per share of the registrant’s common stock as reported by the
NASDAQ Global Select Market 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.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date:
As of February 17, 2011, there were 221,247,848 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the definitive Proxy Statement related to the Company’s 2011 Annual Meeting of
Shareholders, to be filed hereafter (incorporated into Part III hereof).

Table of contents

  • Page 1
    ...EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 or ' TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 1-11921 E*TRADE Financial Corporation (Exact Name of Registrant as Specified in...

  • Page 2
    E*TRADE FINANCIAL CORPORATION FORM 10-K ANNUAL REPORT For the Year Ended December 31, 2010 TABLE OF CONTENTS PART I Reverse Stock Split ...Forward-Looking Statements ...Item 1. Business ...Overview ...Strategy ...Products and Services ...Sales and Customer Service ...Technology ...Competition ......

  • Page 3
    ... 12-Deposits ...Note 13-Securities Sold Under Agreements to Repurchase and FHLB Advances and Other Borrowings ...Note 14-Corporate Debt ...Note 15-Other Liabilities ...Note 16-Income Taxes ...Note 17-Shareholders' Equity ...Note 18-Loss per Share ...Note 19-Employee Share-Based Payments and Other...

  • Page 4
    ...products and services primarily to individual retail investors, under the brand "E*TRADE Financial." Our primary focus is to profitably grow our online brokerage business, which includes our active trader and long-term investing customers. We also provide investor-focused banking products, primarily...

  • Page 5
    ... and services. We manage the performance of our business using various customer activity and financial metrics, including daily average revenue trades ("DARTs"), average commission per trade, margin receivables, end of period brokerage accounts, net new brokerage accounts, customer assets, net new...

  • Page 6
    ... with our active trader platform; two-second execution guarantee on all qualified market orders for Standard & Poor's ("S&P") 500 stocks and exchange-traded funds; margin accounts allowing customers to borrow against their securities; cross-border trading, which allows customers residing outside...

  • Page 7
    ... insured deposit accounts, including checking, savings and money market accounts. Corporate Services We offer software and services for managing equity compensation plans for corporate customers. Our Equity Edge platform facilitates the management of employee option plans, employee stock purchase...

  • Page 8
    ... of Open API, mobile offerings across new devices and the Equity Edge Online platform. COMPETITION The online financial services market continues to evolve rapidly and we expect it to remain highly competitive. Our trading and investing segment competes with full commission brokerage firms...

  • Page 9
    ... of the brokerage business, including, but not limited to, client protection, net capital requirements, required books and records, safekeeping of funds and securities, trading, prohibited transactions, public offerings, margin lending, customer qualifications for margin and options transactions...

  • Page 10
    ... on our business. For additional regulatory information on our brokerage and banking regulations, see Note 20-Regulatory Requirements of Item 8. Financial Statements and Supplementary Data beginning on page 154. AVAILABLE INFORMATION We make our annual reports on Form 10-K, quarterly reports on Form...

  • Page 11
    ... cash flows based on estimated principal and interest payments over the life of the loans, including expected losses and prepayments. There was limited or no observable market data for our home equity and one- to four-family loan portfolios, which indicates that the market for these types of loans...

  • Page 12
    ... to access funds that we may need to make payments on our obligations. The majority of our capital is invested in our banking subsidiary E*TRADE Bank, which may not pay dividends to us without approval from the OTS. Our primary brokerage subsidiaries, E*TRADE Securities LLC and E*TRADE Clearing...

  • Page 13
    ... 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. Turmoil in the global financial markets could lead to changes in volume and price levels of securities and...

  • Page 14
    ... managing this risk and changes in market interest rates and the yield curve could reduce the value of our financial assets and reduce net operating interest income. Among other items, we periodically enter into repurchase agreements to support the funding and liquidity requirements of E*TRADE Bank...

  • Page 15
    ... market making revenues are derived from trading as a principal. We may incur trading losses relating to the purchase, sale or short sale of securities for our own account, as well as trading losses in our market maker stocks. We carry equity security positions on a daily basis and from time to time...

  • Page 16
    ... of customer funds and securities, margin lending, execution and settlement of transactions and anti money-laundering. We are also subject to additional laws and rules as a result of our market maker operations. Similarly, E*TRADE Financial Corporation and ETB Holdings, Inc., as savings and loan...

  • Page 17
    ...E*TRADE Bank and reduce substantially the amount of our outstanding debt in order to withstand any further deterioration in current credit and market conditions. In furtherance of these objectives, we completed the Debt Exchange, the Public Equity Offering and the At the Market Common Stock Offering...

  • Page 18
    ... certain types of assets. If such net capital rules are changed or expanded, or if there is an unusually large charge against net capital, operations that require an intensive use of capital could be limited. Such operations may include investing activities, marketing and the financing of customer...

  • Page 19
    ... that are not financial in nature. We are also limited in our ability to invest in other savings and loan holding companies. In addition, E*TRADE Bank is subject to extensive regulation of its activities and investments, capitalization, community reinvestment, risk management policies and procedures...

  • Page 20
    ...growth of our business. In addition, if funds are available, the issuance of equity securities could significantly dilute the value of our shares of our common stock and cause the market price of our common stock to fall. We have the ability to issue a significant number of shares of stock in future...

  • Page 21
    .... In addition, certain provisions of our stock incentive plans, management retention and employment agreements (including severance payments and stock option acceleration), certain provisions of Delaware law and the requirements under our debt securities to offer to purchase such securities at 101...

  • Page 22
    ...on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, any failure to make payments of...

  • Page 23
    ...its mortgage and home equity portfolios; failed to timely record an impairment on its mortgage and home equity portfolios; materially overvalued its securities portfolio, which included assets backed by mortgages; and based on the foregoing, lacked a reasonable basis for the positive statements made...

  • Page 24
    ... derivative complaint was filed in the United States District Court for the Southern District of New York on October 4, 2007 by Catherine Rubery, against the Company and its then Chief Executive Officer, President/Chief Operating Officer, Chief Financial Officer and individual members of its...

  • Page 25
    ...the Northern District of California against E*TRADE Securities LLC by Joseph Roling on his own behalf and on behalf of all others similarly situated. The lead plaintiff alleges that E*TRADE Securities LLC unlawfully charged and collected certain account activity fees from its customers. Claimant, on...

  • Page 26
    ... Office of Administrative Courts against E*TRADE Securities LLC based upon purchases of auction rate securities through E*TRADE Securities LLC by Colorado residents. The complaint seeks to revoke, suspend, or otherwise impose conditions upon the Colorado broker-dealer license of E*TRADE Securities...

  • Page 27
    ... the parent company without approval from the OTS. This dividend restriction includes E*TRADE Securities LLC and E*TRADE Clearing LLC as they are subsidiaries of E*TRADE Bank. Equity Compensation Plan Information Refer to Note 19-Employee Shared-Based Payments and Other Benefits of Item 8. Financial...

  • Page 28
    ... with the cumulative total return, assuming dividend reinvestment, of the S&P 500 and the S&P Super Cap Diversified Financials during the period from December 31, 2005 through December 31, 2010. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among E*Trade Financial Corporation, the S&P 500 Index and...

  • Page 29
    ... on basic and diluted weighted-average shares. (Dollars in millions): 2010 2009 December 31, 2008 2007 2006 Variance 2010 vs. 2009 Financial Condition: Available-for-sale securities Held-to-maturity securities Margin receivables Loans, net Total assets Deposits Corporate debt Interest-bearing Non...

  • Page 30
    (Dollars in billions, except per trade amounts): 2010 As of or For the Year Ended December 31, 2009 2008 2007 2006 Variance 2010 vs. 2009 Key Measures:(1) DARTs Average commission per trade End of period brokerage accounts Customer assets Customer cash and deposits Enterprise net interest spread ...

  • Page 31
    ...utilize certain metrics, ratios and other terms that are defined in the Glossary of Terms, which is located at the end of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. OVERVIEW Strategy Our core business is our trading and investing customer franchise...

  • Page 32
    ...Year Ended December 31, 2010 2009 2008 Variance 2010 vs. 2009 Customer Activity Metrics:(1) DARTs Average commission per trade Margin receivables (dollars in billions) End of period brokerage accounts Net new brokerage accounts Customer assets (dollars in billions) Net new brokerage assets (dollars...

  • Page 33
    .... Net new brokerage assets are total inflows to all new and existing brokerage accounts less total outflows from all closed and existing brokerage accounts and are a general indicator of the use of our products and services by existing and new brokerage customers. Customer cash and deposits...

  • Page 34
    ... 2010 Stock Plan Administration Benchmarking Study. Completed the Sale of Approximately $1 Billion in Deposits • We sold approximately $1 billion of savings accounts to Discover Financial Services in March 2010. This transaction is in line with our overall strategy of reducing our balance sheet...

  • Page 35
    ... for the year ended December 31, 2010 compared to 2009. Net operating interest income is earned primarily through investing customer cash and deposits in interest-earning assets, which include margin receivables, real estate loans, mortgage-backed securities and investment securities. The slight...

  • Page 36
    ...Exp. Cost Balance Inc./Exp. Cost Enterprise interest-earning assets: Loans(1) Margin receivables Available-for-sale mortgage-backed securities Available-for-sale investment securities Held-to-maturity securities Cash and equivalents Segregated cash and investments Securities borrowed and other Total...

  • Page 37
    ...year ended December 31, 2010 compared to 2009. This decrease was primarily a result of the decrease in our average loans portfolio, average available-for-sale mortgage-backed securities and average cash and equivalents, partially offset by an increase in average margin receivables, average available...

  • Page 38
    ... value of our bank-owned life insurance, partially offset by the gain on the sale of approximately $1 billion in savings accounts to Discover Financial Services in the first quarter of 2010. Provision for Loan Losses Provision for loan losses decreased 48% to $779.4 million for the year ended...

  • Page 39
    ... expense and the resulting variances are as follows (dollars in millions): Year Ended December 31, 2010 2009 Variance 2010 vs. 2009 Amount % Compensation and benefits Clearing and servicing Advertising and market development Professional services FDIC insurance premiums Communications Occupancy...

  • Page 40
    ...dollars in millions): Year Ended December 31, 2010 2009 Variance 2010 vs. 2009 Amount % Corporate interest income Corporate interest expense Gains (losses) on sales of investments, net Losses on early extinguishment of debt Equity in loss of investments and venture funds Total other income (expense...

  • Page 41
    ... credit markets which significantly impacted our asset-backed securities and home equity loan portfolios in 2007 and continued to generate credit losses in 2008, 2009 and 2010. We estimate that these credit losses will continue in future periods; however, we ceased purchasing asset-backed securities...

  • Page 42
    ... non-cash loss of $772.9 million (pre-tax loss of $968.3 million) on early extinguishment of debt during the third quarter of 2009. Our trading and investing segment income was $760.2 million for the year ended December 31, 2009. However, the provision for loan losses in our balance sheet management...

  • Page 43
    ... (dollars in millions): Variance 2009 vs. 2008 Amount % Year Ended December 31, 2009 2008 Net operating interest income Commissions Fees and service charges Principal transactions Gains (losses) on loans and securities, net Net impairment Other revenues Total non-interest income Total net revenue...

  • Page 44
    ...increase in the volume of equity shares that were traded, which was partially offset by a decrease in our average revenue earned per share traded for the year ended December 31, 2009. Gains (Losses) on Loans and Securities, Net Gains (losses) on loans and securities, net were gains of $169.1 million...

  • Page 45
    ... on the sales of loans were due to the sale of a $0.4 billion pool of home equity loans during the third quarter of 2009. Losses on loans and securities, net during the year ended December 31, 2008 were due primarily to losses on our preferred stock in Federal National Mortgage Association ("Fannie...

  • Page 46
    ... gain on the sale of our corporate aircraft related assets during the year ended December 31, 2008, which reduced other operating expenses during that period and to higher real estate owned expenses during the year ended December 31, 2009. Other Income (Expense) Other income (expense) was an expense...

  • Page 47
    ... services; investor-focused banking products; market making; and corporate services. Balance sheet management includes the management of asset allocation and credit, liquidity and interest rate risk; loans previously originated or purchased from third parties; and customer cash and deposits. Costs...

  • Page 48
    ...service charges Principal transactions Other revenues Total net revenue Total operating expense Trading and investing segment income Key Metrics:(1) DARTs Average commission per trade Margin receivables (dollars in billions) End of period brokerage accounts Net new brokerage accounts Customer assets...

  • Page 49
    ... primarily by a decrease in the average balance of margin receivables during the comparable periods, which was partially offset by a decrease in yields paid on customer deposits. Trading and investing commissions increased 6% to $548.0 million for the year ended December 31, 2009 compared to 2008...

  • Page 50
    ...financial information and key metrics as of and for the periods ended December 31, 2010, 2009 and 2008 (dollars in millions): Year Ended December 31, 2010 2009 2008 Variance 2010 vs. 2009 Amount % Net operating interest income Fees and service charges Gains (losses) on loans and securities, net Net...

  • Page 51
    ... ended December 31, 2010. 2009 Compared to 2008 The balance sheet management segment reported a loss of $1.1 billion for the year ended December 31, 2009. The losses in this segment were due primarily to the high levels of delinquent loans in our one- to fourfamily and home equity loan portfolios...

  • Page 52
    ... table summarizes corporate/other financial information for the periods ended December 31, 2010, 2009 and 2008 (dollars in millions): Year Ended December 31, 2010 2009 2008 Variance 2010 vs. 2009 Amount % Total net revenue Compensation and benefits Professional services Communications Occupancy and...

  • Page 53
    ...Assets: Cash and equivalents Cash and investments required to be segregated under federal or other regulations Securities(1) Margin receivables Loans, net Investment in FHLB stock Other(2) Total assets Liabilities and shareholders' equity: Deposits Wholesale borrowings(3) Customer payables Corporate...

  • Page 54
    ... sale or call of agency debentures. We also purchased $2.5 billion of agency mortgage-backed securities and CMOs and investment securities during the year ended December 31, 2010 and classified them as held-to-maturity securities to better match the investment of customer sweep deposits. Loans, Net...

  • Page 55
    ...are summarized as follows (dollars in millions): December 31, 2010 2009 Variance 2010 vs. 2009 Amount % Sweep deposits Complete savings deposits Other money market and savings deposits Checking deposits Certificates of deposit Brokered certificates of deposit Total deposits $16,139.6 6,683.6 1,092...

  • Page 56
    ...respectively. Securities sold under agreements to repurchase and FHLB advances are the primary wholesale funding sources of the Bank. As a result, we expect these balances to fluctuate over time as our deposits and our interest-earning assets fluctuate. Corporate Debt Corporate debt by type is shown...

  • Page 57
    ... trading and investing and balance sheet management segments are contained within E*TRADE Bank; therefore, we believe a key indicator of the capital generated or used in our business operations is the level of regulatory capital in E*TRADE Bank. During the year ended December 31, 2010, E*TRADE Bank...

  • Page 58
    ...$0.8 million in the first quarter of 2010 as the pro-rata distribution was greater than what we originally estimated we would receive. This gain was recorded in the gains (losses) on loans and securities, net and gains (losses) on sales of investments, net line items on the consolidated statement 55

  • Page 59
    ...fund in prior periods. Liquidity Available from Subsidiaries Liquidity available to the Company from its subsidiaries is limited by regulatory requirements. In addition, E*TRADE Bank may not pay dividends to the parent company without approval from the OTS and any loans by E*TRADE Bank to the parent...

  • Page 60
    ... within the next five years. We have begun to track these ratios internally, using the current capital ratios that apply to bank holding companies, as we plan for this future requirement. As of December 31, 2010, the parent company Tier I capital to total adjusted assets ratio was approximately...

  • Page 61
    ... sweep deposits, complete savings deposits, other money market and savings deposits or checking deposits as there are no stated maturity dates and /or scheduled contractual payments. Includes facilities restructuring leases and is net of estimated future sublease income. Includes material purchase...

  • Page 62
    ... for loan losses, establishes underwriting standards, approves large credit exposures, approves large portfolio purchases and delegates credit approval authority. • Various departments throughout the Company aid in the identification and management of risks. These departments include internal...

  • Page 63
    ... of servicing delinquent accounts. These actions typically result in an insignificant delay in the timing of payments; therefore, the Company does not consider such activities to be economic concessions to the borrowers. We continue to review our mortgage loan portfolio in order to identify loans to...

  • Page 64
    ... consists of loans secured by residential real estate. These factors include: loan type, estimated current loan-to-value ("LTV") ratios, documentation type, borrowers' credit scores, housing prices, acquisition channel, loan vintage and geographic location of the property. In economic conditions in...

  • Page 65
    ...CLTV calculations for home equity loans are based on the maximum available line for home equity lines of credit and outstanding principal balance for home equity installment loans. Current property values are updated on a quarterly basis using the most recent property value data available to us. For...

  • Page 66
    ....1 715.4 1,898.5 3,626.4 963.8 15.5 $7,769.7 $10,567.1 Geographic Location One- to Four-Family December 31, 2010 2009 Home Equity December 31, 2010 2009 California New York Florida Virginia Other states Total mortgage loans receivable $3,773.6 613.0 563.4 338.1 2,882.2 $8,170.3 $ 4,829.6 800...

  • Page 67
    ...products based on an analysis of individual loans and pools of loans. However, the entire general allowance is available to absorb credit losses inherent in the total loan portfolio as of the balance sheet date. Determining the adequacy of the allowance is complex and requires judgment by management...

  • Page 68
    ... investment in TDRs includes the charge-offs related to certain loans that were written down to the estimated current property value less costs to sell. These charge-offs were recorded on loans that were delinquent in excess of 180 days or in bankruptcy prior to the loan modification. The total...

  • Page 69
    ... allowance for loan losses and net charge-offs for the past five years (dollars in millions): Year Ended December 31, 2010 2009 2008 2007 2006 Allowance for loan losses, beginning of period Provision for loan losses Charge-offs: One- to four-family Home equity Consumer and other Total charge-offs...

  • Page 70
    ... loans and assets (dollars in millions): 2010 Year Ended December 31, 2009 2008 2007 2006 One- to four-family Home equity Consumer and other Total nonperforming loans Real estate owned ("REO") and other repossessed assets, net Total nonperforming assets, net Nonperforming loans receivable...

  • Page 71
    ...the current real estate market. During the third quarter of 2010, certain financial institutions announced they were suspending their foreclosure programs due to concerns that they may have failed to provide adequate documentation in the foreclosure process. All of our mortgage loans are serviced by...

  • Page 72
    ... to 170 days (dollars in millions) $800 $700 $600 $500 $400 $300 $200 $100 $0 Q1 09 Q2 09 Q3 09 Q4 09 Q1 10 Q2 10 Q3 10 Q4 10 Quarter ended One- to four-family Home equity Consumer and other Total In addition to nonperforming assets, we monitor loans in which a borrower's past credit history casts...

  • Page 73
    ... Special mention loans (dollars in millions) $900 $800 $700 $600 $500 $400 $300 $200 $100 $0 Q1 09 Q2 09 Q3 09 Q4 09 Q1 10 Q2 10 Q3 10 Q4 10 Quarter ended One- to four-family Home equity Consumer and other Total Securities We focus primarily on security type and credit rating to monitor credit risk...

  • Page 74
    ...year ended December 31, 2010. Further declines in the performance of our non-agency CMO portfolio could result in additional impairments in future periods. SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our discussion and analysis of our financial condition and results of operations are based...

  • Page 75
    ... on defaulted mortgage loans. Our one- to four-family and home equity loan portfolios represented 51% and 40%, respectively, of total loans receivable as of December 31, 2010. For the consumer and other loan portfolio, management establishes loss estimates for each consumer portfolio based on credit...

  • Page 76
    ...in the consolidated statement of loss. Securities classified as available-for-sale are carried at fair value with unrealized gains and losses included in accumulated other comprehensive loss, net of tax. Held-to-maturity securities are carried at amortized cost based on the Company's positive intent...

  • Page 77
    ...OTTI in future periods. If all available-for-sale and held-to-maturity securities with fair values lower than amortized cost as of December 31, 2010 were other-than-temporarily impaired and the gross OTTI was recorded through earnings, we would record a pre-tax loss of $407.9 million. Accounting for...

  • Page 78
    ... portion of the changes in fair value of the derivative instrument in a cash flow hedge is reported in the gains (losses) on loans and securities, net line item in the consolidated statement of loss. Cash flow hedge relationships are treated as effective hedges as long as the future issuances of...

  • Page 79
    ... and credit markets which significantly impacted our asset-backed securities and our home equity loan portfolios in 2007 and continued to generate credit losses in 2008, 2009 and 2010. We estimate that these credit losses will continue in future periods; however, we ceased purchasing asset-backed...

  • Page 80
    ... a number of factors, including estimates of future market growth and trends, forecasted revenue and costs, expected useful lives of the assets, appropriate discount rates and other variables. Goodwill is allocated to our reporting units, which are components of the business that are one level below...

  • Page 81
    ...and Expensing of Share-Based Payments Description We value employee share-based payments, which include stock options, restricted stock awards and restricted stock units, at the grant date and expense the associated compensation cost over the vesting period less estimated forfeitures. The fair value...

  • Page 82
    ...Loans Summary of Loan Loss Experience Analysis of Allowance for Loan Losses Allocation of the Allowance for Loan Losses Deposits Average Balance and Average Rates Paid Time Deposit Maturities Time Deposits in Excess of the FDIC Deposit Insurance Coverage Limits Return of Equity and Assets Short-Term...

  • Page 83
    ... and equivalents Segregated cash and investments Securities borrowed and other Total enterprise interest-earning assets(2) Enterprise interest-bearing liabilities: Retail deposits Brokered certificates of deposit Customer payables Securities sold under agreements to repurchase Federal Home Loan Bank...

  • Page 84
    ...-for-sale are accounted for at lower of cost or fair value with adjustments recorded in the gains (losses) on loans and securities, net line item and are not considered in the allowance for loan losses. The following table shows the contractual maturities of our loan portfolio at December 31, 2010...

  • Page 85
    ... a short period of time after closing of the loans in which we record the originated loan as held-for-sale prior to the third party company purchasing the loan. Securities Our portfolio of mortgage-backed and investment securities is classified into three categories: trading, available-for-sale or...

  • Page 86
    ...CMOs Total residential mortgage-backed securities Investment securities: Debt securities: Agency debentures Other agency debt securities Municipal bonds Corporate bonds Total debt securities Publicly traded equity securities: Corporate investments Total investment securities Total available-for-sale...

  • Page 87
    ... values and current yields for the Company's available-for-sale and held-to-maturity investment portfolio at December 31, 2010 (dollars in millions): After Ten Years Total Within One Year One to Five Years Five to Ten Years Weighted Weighted Weighted Weighted Weighted Balance Average Balance Average...

  • Page 88
    ... months. Active Trader-The customer group that includes those who execute 30 or more stock or option trades per quarter. Adjusted total assets-E*TRADE Bank-only assets composed of total assets plus/(less) unrealized losses (gains) on available-for-sale securities, less deferred tax assets, goodwill...

  • Page 89
    ... cash, deposits, customer payables 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 during that period. DBRS-Dominion Bond Rating Service. Debt Exchange-In the third quarter...

  • Page 90
    ... Mortgage Association. FASB-Financial Accounting Standards Board. FDIC-Federal Deposit Insurance Corporation. FHLB-Federal Home Loan Bank. FICO-Fair Isaac Credit Organization. FINRA-Financial Industry Regulatory Authority. Fixed Charge Coverage Ratio-Net income (loss) before taxes, depreciation...

  • Page 91
    ...funds from other banks in the London wholesale money market (or interbank market). Long-term investor-The customer group that includes those who invest for the long term. LTV-Loan-to-value. NASDAQ-National Association of Securities Dealers Automated Quotations. Net New Customer Asset Flows-The total...

  • Page 92
    ... similar securities at a specified price on a given date. These agreements are generally collateralized by mortgage-backed or investment-grade securities. Retail deposits-Balances of customer cash held at the Bank; excludes brokered certificates of deposit. Return on average total assets-Annualized...

  • Page 93
    ... of corporate debt. Our deposit accounts and customer payables tend to be less rate-sensitive than wholesale borrowings. Agreements to repurchase securities re-price as interest rates change. Sweep accounts, complete savings accounts and other money market and savings accounts re-price at management...

  • Page 94
    ...TRADE Bank's interest rate risk position. Other Market Risk Equity Security Risk Equity securities risk is the risk of potential loss from investing in public and private equity securities. Our market maker facilitates customer orders and carries equity security positions on a daily basis. From time...

  • Page 95
    ... E*TRADE Financial Corporation's internal control system was designed to provide reasonable assurance to the company's management and board of directors regarding the preparation and fair presentation of published financial statements. Internal control over financial reporting is defined in Rule 13a...

  • Page 96
    ... REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of E*TRADE Financial Corporation New York, New York We have audited the internal control over financial reporting of E*TRADE Financial Corporation and subsidiaries (the "Company") as of December 31, 2010, based on...

  • Page 97
    ... E*TRADE Financial Corporation New York, New York We have audited the accompanying consolidated balance sheets of E*TRADE Financial Corporation and subsidiaries (the "Company") as of December 31, 2010 and 2009, and the related consolidated statements of loss, comprehensive loss, shareholders' equity...

  • Page 98
    ... STATEMENT OF LOSS (In thousands, except per share amounts) Year Ended December 31, 2010 2009 2008 Revenue: Operating interest income Operating interest expense Net operating interest income Commissions Fees and service charges Principal transactions Gains (losses) on loans and securities, net...

  • Page 99
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands, except share amounts) December 31, 2010 2009 ASSETS Cash and equivalents Cash and investments required to be segregated under federal or other regulations Trading securities Available-for-sale securities (...

  • Page 100
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2009 2008 2010 Net loss Other comprehensive income (loss) Available-for-sale securities: OTTI, net(1) Noncredit portion of OTTI reclassification into other ...

  • Page 101
    ...adoption of accounting guidance on January 1, 2008 Adjusted balance Net loss Other comprehensive loss Issuance of common stock Exchange of debt for common stock Exercise of stock options and related tax effects Issuance of restricted stock, net of forfeitures and retirements to pay taxes Share-based...

  • Page 102
    ...' Equity Additional Paid-in Capital Accumulated Deficit Balance, December 31, 2009 Net loss Other comprehensive loss Conversion of convertible debentures Exercise of stock options and related tax effects Issuance of restricted stock, net of forfeitures and retirements to pay taxes Share-based...

  • Page 103
    ... on loans and securities, net and (gains) losses on sales of investments, net Equity in (income) loss of investments and venture funds Share-based compensation Deferred taxes (Gains) losses on early extinguishment of debt Gain on sale of international brokerage business Gain on sale of corporate...

  • Page 104
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS - (Continued) (In thousands) 2010 Year Ended December 31, 2009 2008 Cash flows from financing activities: Net increase (decrease) in deposits Sale of deposits Net decrease in securities sold under agreements to ...

  • Page 105
    ... FINANCIAL STATEMENTS NOTE 1-ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization-E*TRADE Financial Corporation is a financial services company that provides online brokerage and related products and services primarily to individual retail investors...

  • Page 106
    ...a presentation that combined these two items. Gains (losses) on loans and securities, net are the result of activities in the Company's operations, namely its balance sheet management segment. Gains (losses) on sales of investments, net relate to investments of the Company at the corporate level and...

  • Page 107
    ... purchasing the loan. The Company's commitment to sell mortgage loans was the entire balance of loans held for sale, $5.5 million, at December 31, 2010. Loans that are held for investment are carried at amortized cost adjusted for charge-offs, net, allowance for loan losses, deferred fees or costs...

  • Page 108
    ... loan portfolio; the interest rate climate; the overall availability of housing credit; and general economic conditions. The Company's one- to four-family and home equity loan portfolios are separated into risk segments based on key risk factors, which include but are not limited to loan type, loan...

  • Page 109
    ...value, less estimated selling costs. Income Taxes-Deferred income taxes are recorded when revenues and expenses are recognized in different periods for financial statement purposes than for tax return purposes. Deferred tax asset or liability account balances are calculated at the balance sheet date...

  • Page 110
    ... objective and strategy for each hedge transaction. Cash flow and fair value hedge ineffectiveness is re-measured on a quarterly basis and is included in the gains (losses) on loans and securities, net line item in the consolidated statement of loss. Cash flows from derivative instruments accounted...

  • Page 111
    ...the customer's buy or sell order. Principal transactions earned on the Company's market making activities are recorded on a trade date basis. Gains (Losses) on Loans and Securities, Net-Gains (losses) on loans and securities, net includes gains or losses resulting from the sale of available-for-sale...

  • Page 112
    ... to the stock compensation accounting guidance. Share-based payments expense is included in the compensation and benefits line item. Advertising and Market Development-Advertising production costs are expensed when the initial advertisement is run. Net Loss Per Share-Basic net loss per share is...

  • Page 113
    ...no discontinued operations for the years ended December 31, 2010 and 2009. Sale of Canadian Brokerage Business The Company sold its Canadian brokerage business to Scotiabank in 2008. The transaction resulted in a pre-tax gain of $429.0 million and associated income tax expense of $160.2 million. The...

  • Page 114
    ... restructuring and other exit activities liabilities for the years ended December 31, 2010 and 2009 (dollars in thousands): Year Ended December 31, 2010 2009 Beginning balance Facility restructuring and other exit activities Cash payments Non-cash charges(1) Total facility restructuring and other...

  • Page 115
    ... Company's global brokerage product offering. This exit did not qualify for discontinued operations accounting as the Company has significant continuing involvement in the international brokerage business with cross-border trading. The Company entered into agreements to sell the local market trading...

  • Page 116
    ...): 2010 Year Ended December 31, 2009 2008 Operating interest income: Loans Mortgage-backed and investment securities Margin receivables Other Total operating interest income(1) Operating interest expense: Securities sold under agreements to repurchase FHLB advances and other borrowings Deposits...

  • Page 117
    ... of the Company's inputs used in the fair value measurements. The valuations of non-agency CMOs reflect the Company's best estimate of what market participants would consider in pricing the financial instruments. The following table presents additional information about the underlying loans and...

  • Page 118
    ...credit worthiness of the corporate issuer. The majority of the Company's municipal bonds and corporate bonds were rated investment grade as of December 31, 2010. These securities are valued using a market approach with pricing service valuations corroborated by recent market transactions for similar...

  • Page 119
    ... securities: Agency debentures Other agency debt securities Municipal bonds Corporate bonds Total investment securities Total available-for-sale securities Other assets: Derivative assets(1) Deposits with clearing organizations(2) Total other assets measured at fair value on a recurring basis Total...

  • Page 120
    ... bonds Corporate bonds Total debt securities Publicly traded equity securities: Corporate investments Total investment securities Total available-for-sale securities Other assets: Derivative assets Deposits with clearing organizations(1) Total other assets measured at fair value on a recurring basis...

  • Page 121
    ...-sale securities line item. The Company's transfers in and out of Level 3 are as of the beginning of the reporting period on a quarterly basis. Available-for-sale Securities Agency Mortgagebacked Derivative Trading Securities and Non-agency Corporate Instruments, Securities CMOs CMOs Investments Net...

  • Page 122
    ... as Level 3. Nonrecurring Fair Value Measurements The Company records certain other assets at fair value on a nonrecurring basis: 1) one- to four-family and home equity loans in which the amount of the loan balance in excess of the estimated current property value less costs to sell has been charged...

  • Page 123
    ...): Year Ended December 31, 2010 2009 2008 One- to four-family(1) Home equity(1) Total losses on loans receivable measured at fair value REO(2) (1) $291,351 152,386 $443,737 $ 41,203 N/A N/A $556,685 $ 56,460 N/A N/A $224,463 N/A (2) Certain disclosures are not presented for periods prior...

  • Page 124
    ...: • • Cash and equivalents, cash required to be segregated, margin receivables and customer payables- Fair value is estimated to be carrying value. Investment in FHLB stock-FHLB stock is carried at cost, which is considered to be a reasonable estimate of fair value. The fair value of financial...

  • Page 125
    ...party company, fair value is estimated using third party commitments to purchase loans. Deposits-For sweep deposits, complete savings deposits, other money market and savings deposits and checking deposits, fair value is the amount payable on demand at the reporting date. For certificates of deposit...

  • Page 126
    ... Non-agency CMOs Total residential mortgage-backed securities Investment securities: Debt securities: Agency debentures Municipal bonds Corporate bonds Total debt securities Publicly traded equity securities: Corporate investments Total investment securities Total available-for-sale securities $13...

  • Page 127
    ... available-for-sale and held-to-maturity debt securities at December 31, 2010 are shown below (dollars in thousands): Amortized Cost Fair Value Available-for-sale debt securities: Due within one to five years Due within five to ten years Due after ten years Total available-for-sale debt securities...

  • Page 128
    ...Fair Value Losses December 31, 2010: Available-for-sale securities: Residential mortgage-backed securities: Agency mortgage-backed securities and CMOs Non-agency CMOs Debt securities: Agency debentures Other agency debt securities Municipal bonds Corporate bonds Total temporarily impaired available...

  • Page 129
    ...-pricing of risk in the market. All agency mortgage-backed securities and CMOs and agency debentures are AAA-rated. Municipal bonds and corporate bonds are evaluated by reviewing the credit-worthiness of the issuer and general market conditions. The Company does not intend to sell the securities in...

  • Page 130
    ... on loans and securities, net line item on the consolidated statement of loss are as follows (dollars in thousands): 2010 Year Ended December 31, 2009 2008 Gains (losses) on loans, net Gains (losses) on securities, net Gains on available-for-sale securities and other investments Losses on available...

  • Page 131
    ... were serviced by other companies. In the second quarter of 2010, the Company sold a total of $232 million of its one- to four-family loans to Fannie Mae, resulting in a gain of $6.5 million which is recorded in the gains on loans and securities, net line item on the consolidated statement of loss...

  • Page 132
    ... for home equity loans are based on the maximum available line for home equity lines of credit and outstanding principal balance for home equity installment loans. Current property values are updated on a quarterly basis using the most recent property value data available to the Company. For...

  • Page 133
    ...$8,170,329 $10,567,129 $6,410,311 $7,769,711 One- to Four-Family December 31, 2010 2009 Home Equity December 31, 2010 2009 Geographic Location California New York Florida Virginia Other states Total mortgage loans receivable $3,773,623 $ 4,829,595 $2,038,325 $2,472,789 612,988 800,923 459,018 533...

  • Page 134
    ... by loan portfolio of the allowance for loan losses for the years ended December 31, 2010, 2009 and 2008 (dollars in thousands): One- to FourFamily Year Ended December 31, 2010 Consumer and Home Equity Other Total Allowance for loan losses, beginning of period Provision for loan losses Charge-offs...

  • Page 135
    ... the loan balance in excess of the estimated current property value less costs to sell had been charged-off. At December 31, 2010 and 2009, the unpaid principal balance in one- to four-family TDRs was $546.4 million and $207.7 million, respectively. For home equity loans, the recorded investment in...

  • Page 136
    ...yield adjustment in the same period the hedged forecasted transaction affects earnings. The ineffective portion of changes in fair value of the derivative instrument is reported in the gains (losses) on loans and securities, net line item in the consolidated statement of loss. If it becomes probable...

  • Page 137
    ... relationships continue to be recorded at fair value with changes in fair value being reported in the gains (losses) on loans and securities, net line item in the consolidated statement of loss. The future issuances of liabilities, including repurchase agreements, are largely dependent on the market...

  • Page 138
    ... is reflected in the gains (losses) on loans and securities, net line item on the statement of consolidated loss. During the upcoming twelve months, the Company expects to include a pre-tax amount of approximately $18.5 million of net unrealized gains that are currently reflected in accumulated...

  • Page 139
    ... loss attributable to cash flow hedges by type of hedged item (dollars in thousands): As of December 31, 2010 2009 Repurchase agreements FHLB advances Home equity lines of credit Other Total balance of cash flow hedges before tax Tax benefit Total balance of cash flow hedges, net of tax...

  • Page 140
    ...items on the consolidated statement of loss (dollars in thousands): Year Ended December 31, 2010 2009 Hedging Hedged Hedging Hedged Instrument Item Instrument Item Agency debentures FHLB advances Corporate debt Brokered certificates of deposit Total gains (losses) included in earnings $ 55,743 (18...

  • Page 141
    ... includes capitalized internally developed software costs. These costs were $54.6 million, $59.2 million and $65.5 million for the years ended December 31, 2010, 2009 and 2008, respectively. Completed projects are carried at cost and are amortized on a straight-line basis over their estimated useful...

  • Page 142
    ... on an accelerated basis, consist of the following (dollars in thousands): December 31, 2010 Weighted Average Original Useful Life (Years) Weighted Average Remaining Useful Life (Years) Gross Amount Accumulated Amortization Net Amount Customer lists Other Total other intangible assets 21 19 15...

  • Page 143
    ... tax asset Deposits paid for securities borrowed Bank owned life insurance policy(1) Derivative assets Prepaid FDIC insurance premiums Accrued interest receivable Real estate owned and repossessed assets Third party loan servicing receivable Other investments Other prepaids Brokerage operational...

  • Page 144
    ... product transfers brokerage customer balances to banking subsidiaries, which hold these funds as customer deposits in FDIC insured demand deposits and money market deposit accounts. The Company sold approximately $1 billion of savings accounts to Discover Financial Services during the year ended...

  • Page 145
    ... is summarized as follows (dollars in thousands): 2010 December 31, 2009 2008 Sweep deposits Complete savings deposits Other money market and savings deposits Checking deposits Certificates of deposit Brokered certificates of deposit Total operating interest expense related to deposits $10,135 28...

  • Page 146
    ... 2010 and 2009, respectively. The floating-rate advances adjust quarterly based on the LIBOR. As a condition of its membership in the FHLB Atlanta, the Company is required to maintain a FHLB stock investment currently equal to the lesser of: a percentage of 0.2% of total Bank assets; or a dollar cap...

  • Page 147
    ... Bank's term investment option and treasury, tax and loan programs. The Company pledged $37.2 million and $17.6 million of securities to secure these borrowings from the Federal Reserve Bank as of December 31, 2010 and 2009, respectively. NOTE 14-CORPORATE DEBT The Company's corporate debt by type...

  • Page 148
    ... semi-annually and the notes are non-callable for five years and may then be called by the Company at a premium, which declines over time. The Company had the option to make interest payments on its 12 1⁄ 2% Notes in the form of either cash or additional 12 1⁄ 2% Notes through May 2010. In...

  • Page 149
    ... Debt Scheduled principal payments of corporate debt as of December 31, 2010 are as follows (dollars in thousands): Years ending December 31, 2011 2012 2013 2014 2015 Thereafter Total future principal payments of corporate debt Unamortized discount and fair value adjustment, net Total corporate debt...

  • Page 150
    ... of income tax expense (benefit) are as follows (dollars in thousands): 2010 Year Ended December 31, 2009 2008 Current: Federal State Foreign Tax expense (benefit) recognized for uncertainties Total current Deferred: Federal State Foreign Total deferred Income tax expense (benefit) $ (17,393...

  • Page 151
    ... and 2008 are as follows (dollars in thousands): Year Ended December 31, 2010 2009 2008 Unrecognized tax benefits, beginning of period Additions based on tax positions related to prior years Additions based on tax positions related to current year Reductions based on tax positions related to prior...

  • Page 152
    ...31, 2010 2009 Deferred tax assets: Reserves and allowances, net Net operating losses Net unrealized loss on equity investments and Bank assets held-for-sale Capitalized interest Deferred compensation Restructuring reserve and related write-downs Tax credits Other Total deferred tax assets Valuation...

  • Page 153
    ...credit markets which significantly impacted its asset-backed securities and home equity loan portfolios in 2007 and continued to generate credit losses in 2008, 2009 and 2010. The Company estimates that these credit losses will continue in future periods; however, the Company ceased purchasing asset...

  • Page 154
    ...: Year Ended December 31, 2010 2009 2008 Federal statutory rate State income taxes, net of federal tax benefit(1) Difference between statutory rate and foreign effective tax rate and establishment of valuation allowance for foreign deferred tax assets Tax exempt income Disallowed interest expense...

  • Page 155
    ... by multiplying the value of the corporation's stock immediately before the ownership change (subject to certain adjustments) by the applicable long-term tax-exempt rate. Any unused portion of the annual limitation is available for use in future years until such NOLs are scheduled to expire (in...

  • Page 156
    ... (dollars in thousands): Common Stock / Additional Paid-In Capital Accumulated Deficit / Other Comprehensive Loss Total Beginning balance, December 31, 2009 Net loss Conversions of convertible debentures Claims settlement under Section 16(b) Net change from available-for-sale securities Net change...

  • Page 157
    ... price). In 2008, the Company issued 4.7 million shares of common stock in conjunction with the Citadel Investment upon all required regulatory approvals in May 2008. Debt Exchange Impact on Shareholders' Equity The completion of the Debt Exchange in 2009 resulted in a pre-tax non-cash charge...

  • Page 158
    ...December 31, 2010 2009 2008 Weighted-average shares excluded as a result of the Company's net loss: Convertible debentures Stock options and restricted stock awards and units Other stock options and restricted stock awards and units Total Note 19-EMPLOYEE SHARE-BASED PAYMENTS AND OTHER BENEFITS 77...

  • Page 159
    ... exercise patterns. The risk-free interest rate is based on the U.S. Treasury zero-coupon bond where the remaining term approximates the expected term. The dividend yield is zero as the Company has not, nor does it currently plan to, issue dividends to its shareholders. Year Ended December 31, 2010...

  • Page 160
    ...to its employees. Each restricted stock unit can be converted into one share of the Company's common stock upon vesting. These awards are issued at the fair value on the date of grant and vest ratably over the period, generally two to four years. The fair value is calculated as the market price upon...

  • Page 161
    ...This cost is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of restricted shares and restricted stock units vested was $20.9 million, $8.1 million and $5.6 million for the years ended December 31, 2010, 2009 and 2008, respectively. 401(k) Plan The Company...

  • Page 162
    ... capital guidelines that involve quantitative measures of E*TRADE Bank's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. In addition, E*TRADE Bank may not pay dividends to the parent company without approval from the OTS and any loans...

  • Page 163
    ... the court's order granting final approval of the parties' settlement agreement filed notices of appeal which were subsequently dismissed on January 26, 2010. The Company paid the settlement amount to the Claims Administrator on March 5, 2010. Administration of the settlement was completed in August...

  • Page 164
    ...its mortgage and home equity portfolios; failed to timely record an impairment on its mortgage and home equity portfolios; materially overvalued its securities portfolio, which included assets backed by mortgages; and based on the foregoing, lacked a reasonable basis for the positive statements made...

  • Page 165
    ...the Northern District of California against E*TRADE Securities LLC by Joseph Roling on his own behalf and on behalf of all others similarly situated. The lead plaintiff alleges that E*TRADE Securities LLC unlawfully charged and collected certain account activity fees from its customers. Claimant, on...

  • Page 166
    ... Carolina customers held any auction rate securities. On July 21, 2010, the Colorado Division of Securities filed an administrative complaint in the Colorado Office of Administrative Courts against E*TRADE Securities LLC based upon purchases of auction rate securities through E*TRADE Securities LLC...

  • Page 167
    ... to sell loans and no commitments to purchase loans at December 31, 2010. Securities, Unused Lines of Credit and Certificates of Deposit At December 31, 2010, the Company had commitments to purchase $0.1 billion in securities and no commitments to sell securities. In addition, the Company had...

  • Page 168
    ... and services; investor-focused banking products; market making; and corporate services. Balance sheet management includes the management of asset allocation and credit, liquidity and interest rate risk; loans previously originated or purchased from third parties; and customer cash and deposits. The...

  • Page 169
    ... its segments based on segment income (loss). Financial information for the Company's reportable segments is presented in the following tables (dollars in thousands): Trading and Investing Year Ended December 31, 2010 Balance Sheet Corporate/ Management Other Eliminations Total Revenue: Operating...

  • Page 170
    ... Investing Year Ended December 31, 2009 Balance Sheet Corporate/ Management Other Eliminations Total Revenue: Operating interest income Operating interest expense Net operating interest income Commissions Fees and service charges Principal transactions Gains (losses) on loans and securities, net...

  • Page 171
    ...and Investing Year Ended December 31, 2008 Balance Sheet Corporate/ Management Other Eliminations Total Revenue: Operating interest income Operating interest expense Net operating interest income Commissions Fees and service charges Principal transactions Losses on loans and securities, net Other...

  • Page 172
    ... The Company primarily operates in U.S. markets from both U.S. and international locations. The following information provides a representation of each region's contribution to the consolidated amounts (dollars in thousands): United States Europe Asia Total Total net revenue: Year ended December...

  • Page 173
    ...CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY) The following presents the Parent's condensed statement of loss, balance sheet and statement of cash flows: CONDENSED STATEMENT OF LOSS (In thousands) 2010 Year Ended December 31, 2009 2008 Total net revenue Total operating expense Income (loss...

  • Page 174
    ... 31, 2010 2009 ASSETS Cash and equivalents Property and equipment, net Investment in consolidated subsidiaries Receivable from subsidiaries Other assets Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Corporate debt Other liabilities Total liabilities Total shareholders' equity Total...

  • Page 175
    ... of subsidiaries, returns of capital and dividends received, except for E*TRADE Securities LLC. In the current year, the Company separately presented dividends from E*TRADE Securities LLC which were previously reported in the Equity in (income) loss of subsidiaries line item. Prior periods have been...

  • Page 176
    ... to the guaranteeing parent company. In support of the Company's brokerage business, the Company has provided guarantees on the settlement of its subsidiaries' financial obligations with several financial institutions related to its securities lending activities. Terms and conditions of the...

  • Page 177
    ..., the Company's internal control over financial reporting. 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 None. PART...

  • Page 178
    ... of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company's Registration Statement on Form S-1, Registration Statement No. 333-05525, filed July 22, 1996.) Indenture dated June 8, 2004, between E*TRADE Financial Corporation and The Bank of New York, as...

  • Page 179
    ... York Mellon, as Trustee, relating to the 2019 Debentures (includes form of note) (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on August 25, 2009.) Rights Agreement dated at July 9, 2001 between E*TRADE Financial Corporation and American Stock Transfer...

  • Page 180
    ... to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on December 4, 2007.) ABS Purchase Agreement, dated as of November 29, 2007, by and among E*TRADE Financial Corporation, E*TRADE Bank, E*TRADE Global Asset Management, Inc. and Citadel Equity Fund Ltd. (Incorporated by reference to...

  • Page 181
    ...21 of the Company's Form 10-K filed February 24, 2010.) Transition Agreement dated December 23, 2010 by and between E*TRADE Financial Corporation and Bruce Nolop. Statement of Ratio of Earnings to Fixed Charges. Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm...

  • Page 182
    ...duly authorized. Dated: February 22, 2011 E*TRADE Financial Corporation (Registrant) By /S/ STEVEN J. FREIBERG Steven J. Freiberg Chief Executive Officer (Principal Executive Officer) By /S/ MATTHEW J. AUDETTE Matthew J. Audette Chief Financial Officer (Principal Financial and Accounting Officer...

  • Page 183
    ... in the transition of Executive's responsibilities to the new Chief Financial Officer during the Transition Period if and when requested by the Company's Chief Financial Officer. 2. Transition Compensation. In addition to continuing to receive his base salary in effect as of December 2010, while he...

  • Page 184
    ... (y) Executive's annual cash performance bonus at the target payment level in effect for fiscal 2010, which payment shall be paid within 30 days following termination of employment; (ii) full accelerated vesting as of the end of the Transition Period (or, if later, the effective date of the Release...

  • Page 185
    ... of its current or future officers, directors, employees with whom he is acquainted, or its current products or services, and the Company agrees that it will not disparage Executive in the course of any authorized internal or external communication, and the Company shall cause its current and future...

  • Page 186
    ...with and governed by the laws of the State of New York. 9. Counterparts: This Agreement may be executed by the Company and Executive in counterparts, each of which shall be deemed an original and which together shall constitute one instrument. Date: December 23, 2010 E*TRADE Financial Corporation By...

  • Page 187
    ...In exchange for the benefits described in the Transition Agreement, dated December 23, 2010 (the "Transition Agreement"), between Bruce Nolop ("Executive") and E*TRADE Financial Corporation (the "Company") (the "Parties"), Executive and his successors and assigns release and absolutely discharge the...

  • Page 188
    ... Transition Agreement and signing this Release. Executive further understands and acknowledges that he has at least 21 days to sign this Release by dating and signing a copy of this Release and returning it to the Company, although it may be accepted at any time within such period. Executive further...

  • Page 189
    ... of debt issue expense Estimated interest portion within rental expense Preference securities dividend requirements of consolidated subsidiaries Total fixed charges Earnings: Income (loss) before income taxes and discontinued operations less equity in income (loss) of investments Fixed charges Less...

  • Page 190
    ...TRADE Financial Corporation Capital Trust X E*TRADE Global Services E*TRADE Information Services, LLC E*TRADE Institutional Holdings, Inc. E*TRADE Insurance Services, Inc. E*TRADE Master Trust E*TRADE Mauritius Limited E*TRADE Mortgage Corporation E*TRADE Savings Bank E*TRADE Securities Corporation...

  • Page 191
    ... ETCF Asset Funding Corporation ETFC Capital Trust I ETFC Capital Trust II ETRADE Asia Services Limited ETRADE Financial Information Services (Asia) Limited ETRADE Securities (Hong Kong) Limited ETRADE Securities Limited Highland REIT, Inc. Kobren Insight Management, Inc. SV International S.A. TIR...

  • Page 192
    ... Presentation of Other-Than-Temporary Impairments, on April 1, 2009); and 2) E*TRADE Financial Corporation and subsidiaries' 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, 2010...

  • Page 193
    ... to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. b) Dated: February 22, 2011 E*TRADE Financial Corporation...

  • Page 194
    ... to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. b) Dated: February 22, 2011 E*TRADE Financial Corporation...

  • Page 195
    ...; and the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of E*TRADE Financial Corporation. Dated: February 22, 2011 /s/ STEVEN J. FREIBERG Steven J. Freiberg Chief Executive Officer (Principal Executive Officer...