eTrade 2011 Annual Report Download

Download and view the complete annual report

Please find the complete 2011 eTrade annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 216

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216

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, 2011
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)
Securities Registered Pursuant to Section 12(b) of the act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share The NASDAQ Stock Market LLC
NASDAQ Global Select Market
Securities Registered Pursuant to Section 12(g) of the Act: None
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, 2011, the aggregate market value of voting stock held by non-affiliates of the registrant was approximately $3.0
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, 2012, there were 285,676,649 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the definitive Proxy Statement related to the Company’s 2012 Annual Meeting of Shareholders, to be filed
hereafter (incorporated into Part III hereof).

Table of contents

  • Page 1
    ... 2011, the aggregate market value of voting stock held by non-affiliates of the registrant was approximately $3.0 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...

  • Page 2
    E*TRADE FINANCIAL CORPORATION FORM 10-K ANNUAL REPORT For the Year Ended December 31, 2011 TABLE OF CONTENTS PART I Forward-Looking Statements ...Item 1. Business ...Overview ...Strategy ...Products and Services ...Sales and Customer Service ...Technology ...Competition ...Regulation ...Available ...

  • Page 3
    ..., Net ...Note 10-Other Assets ...Note 11-Deposits ...Note 12-Securities Sold Under Agreements to Repurchase and FHLB Advances and Other Borrowings ...Note 13-Corporate Debt ...Note 14-Other Liabilities ...Note 15-Income Taxes ...Note 16-Shareholders' Equity ...Note 17-Earnings (Loss) per Share...

  • Page 4
    ... 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 self-directed trading and investing customers. We also provide investor-focused banking products, primarily sweep deposits...

  • Page 5
    ... 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 brokerage assets, brokerage related cash...

  • Page 6
    ... 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 plans and restricted stock plans...

  • Page 7
    ... credit, liquidity and interest rate risks. The balance sheet management segment manages loans previously originated or purchased from third parties as well as our customer cash and deposits, which originate in the trading and investing segment. For additional statistical information regarding...

  • Page 8
    ... with full commission brokerage firms, discount brokerage firms, online brokerage firms, Internet banks, traditional "brick & mortar" retail banks and thrifts and market making firms. Some of these competitors provide Internet trading and banking services, investment advisor services, touchtone...

  • Page 9
    ..., public offerings, margin lending, customer qualifications for margin and options transactions, registration of personnel and transactions with affiliates. Our international broker-dealers are regulated by their respective local regulators such as the United Kingdom Financial Services Authority...

  • Page 10
    ... 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 10-Q, current reports on Form 8-K, and amendments to those reports, available free of charge at our website as soon as...

  • Page 11
    ... the credit issues in our loan portfolio, which could result in a return to a net loss position. We will continue to experience losses in our mortgage loan portfolio. At December 31, 2011, the principal balance of our home equity loan portfolio was $5.3 billion and the allowance for loan losses for...

  • Page 12
    ... information regarding the number of borrowers paying only the minimum amounts, which impacts our ability to accurately report on whether borrowers are repaying any principal during the draw period across the aggregate portfolio. Home equity lines of credit convert to amortizing loans at the end...

  • Page 13
    ...situation stabilized, customers withdrew approximately $5.6 billion of net cash and approximately $12.2 billion of net assets from our bank and brokerage businesses. Many of the accounts that were closed belonged to sophisticated and active customers with large cash and securities balances. While we...

  • Page 14
    ... 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 15
    ... on our business and financial performance. Downturns in the securities markets increase the credit risk associated with margin lending or securities loaned transactions. We permit certain customers to purchase securities on margin. A downturn in securities markets may impact the value of collateral...

  • Page 16
    ... could result in trading losses. A majority of our 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. We carry equity security positions on a daily basis and from time to time, we may carry...

  • Page 17
    ... 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 18
    ...For us, one of the most significant changes under the new law is that savings and loan holding companies such as our Company for the first time will become subject to the same capital and activity requirements as those applicable to bank holding companies. In addition, we will be subject to the same...

  • Page 19
    ...and state securities commissions, among other things, can censure, fine, issue cease-and-desist orders or suspend or expel a broker-dealer or any of its officers or employees. The OCC and Federal Reserve may take similar action with respect to our banking and other financial activities, respectively...

  • Page 20
    ...an intensive use of capital could be limited. Such operations may include investing activities, marketing and the financing of customer account balances. Also, our ability to withdraw capital from brokerage subsidiaries could be restricted. As a non-grandfathered savings and loan holding company, we...

  • Page 21
    ...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 22
    .... 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 23
    ...schedule and trial date. The trial will continue on May 14, 2012. The Company will continue to defend itself vigorously. On October 2, 2007, a class action complaint alleging violations of the federal securities laws was filed in the United States District Court for the Southern District of New York...

  • Page 24
    ... carriers will pay $79 million in return for full releases. Approximately $10.8 million of the total settlement figure will be paid by the Company, and was recorded in the other operating expense line item of the consolidated statement of income (loss) for the year ended December 31, 2011. This...

  • Page 25
    ... to review E*TRADE Securities LLC's policies and procedures related to the approval and sale of fixed income products. As of December 31, 2011, no existing North Carolina customers held any auction rate securities. On February 3, 2010, a class action complaint was filed in the United States...

  • Page 26
    ... expense line item of the consolidated statement of income (loss). The reserve represented the Company's estimate of the current fair value relative to par value of auction rate securities held by E*TRADE Securities LLC customers, as well as former customers who purchased auction rate securities...

  • Page 27
    ...3, 2011, the Trustees of certain notes issued by Tribune allege wrongdoing in connection with the LBO. In particular the Trustees claim that the LBO constituted a constructive fraudulent transfer under various state laws. E*TRADE Capital Markets, LLC, along with numerous other financial institutions...

  • Page 28
    ...The closing sale price of our common stock as reported on the NASDAQ on February 17, 2012 was $9.35 per share. At that date, there were 1,648 holders of record of our common stock. Dividends We have never declared or paid cash dividends on our common stock. The terms of our corporate debt currently...

  • Page 29
    ..., compared 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, 2006 through December 31, 2011. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among E*Trade Financial Corporation, the S&P 500...

  • Page 30
    ... brokerage business and exited its direct retail lending business. (Dollars in millions): 2011 2010 December 31, 2009 2008 2007 Variance 2011 vs. 2010 Financial Condition: Available-for-sale securities Held-to-maturity securities Margin receivables Loans receivable, net Total assets Deposits...

  • Page 31
    ... 2011 vs. 2010 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 in billions) Brokerage related cash (dollars...

  • Page 32
    ... mitigate credit losses in our loan portfolio. We are also focused on positioning the Company for future growth and maintaining disciplined expense management. Improving our market position in our retail brokerage business. We plan to grow our customer base by continuing to increase our sales force...

  • Page 33
    ... 2011 vs. 2010 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 in billions) Brokerage related cash (dollars...

  • Page 34
    ... underlying securities. 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...

  • Page 35
    ... account advisory services to long-term investors seeking professional money management services with an investment of $250,000 or more; and We expanded our corporate services client base by bringing on 46 new clients and continued to execute our strategy to service both private and public companies...

  • Page 36
    ... through investing customer cash and deposits in interest-earning assets, which include: margin receivables, real estate loans, available-for-sale securities and held-to-maturity securities. The following table presents enterprise average balance sheet data and enterprise income and expense data for...

  • Page 37
    ...Sweep deposits Complete savings deposits Other money market and savings deposits Checking deposits Certificates of deposit Brokered certificates of deposit Customer payables Securities sold under agreements to repurchase Federal Home Loan Bank ("FHLB") advances and other borrowings Securities loaned...

  • Page 38
    ... 31, 2011 compared to 2010. The main factors that affect commissions are DARTs, average commission per trade and the number of trading days during the period. Average commission per trade is impacted by different trade types (e.g. equities, options, fixed income, stock plan, exchange-traded funds...

  • Page 39
    ...as a continued focus on expanding our external customer base, when compared to 2010. Gains on Loans and Securities, Net Gains on loans and securities, net were $120.2 million for the year ended December 31, 2011 compared to $166.2 million in 2010, as shown in the following table (dollars in millions...

  • Page 40
    ... ended December 31, 2011 compared to 2010. The decrease was due primarily to the gain on sale of approximately $1 billion in savings accounts to Discover Financial Services in the first quarter of 2010, which increased other revenues during the year ended December 31, 2010. Provision for Loan Losses...

  • Page 41
    ...development expense increased 10% to $145.2 million for the year ended December 31, 2011 compared to 2010. This fluctuation was due largely to the planned increase in advertising expenditures in our continuing effort to attract new accounts and customer assets during the year ended December 31, 2011...

  • Page 42
    ... following table (dollars in millions): Year Ended December 31, 2011 2010 Variance 2011 vs. 2010 Amount % Corporate interest income Corporate interest expense Gains on sales of investments, net Gains on early extinguishment of debt Equity in loss of investments and venture funds Total other income...

  • Page 43
    ... eight years, including through uncertain economic and regulatory environments. The core business is driven by brokerage customer activity and includes trading, brokerage cash, margin lending, long-term investing and other brokerage related activities. These activities drive variable expenses that...

  • Page 44
    ... 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 45
    ...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 46
    ... the volume of orders from our third party customers which was partially offset by a decrease in our average revenue earned per share traded when compared to 2009. Gains on Loans and Securities, Net Gains on loans and securities, net were $166.2 million and $169.1 million for years ended December 31...

  • Page 47
    ... the income from the cash surrender 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...

  • Page 48
    ... table (dollars in millions): Year Ended December 31, 2010 2009 Variance 2010 vs. 2009 Amount Variance 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...

  • Page 49
    ... Fees and service charges Principal transactions Other revenues Total net revenue Total operating expense Trading and investing income Key Metrics: DARTs Average commission per trade Margin receivables (dollars in billions) End of period brokerage accounts Net new brokerage accounts Customer assets...

  • Page 50
    ... brokerage accounts, 1.1 million stock plan accounts and 0.5 million banking accounts. For the years ended December 31, 2011 and 2010, our brokerage products contributed 69% and 67%, respectively, and our banking products contributed 31% and 33%, respectively, of total trading and investing net...

  • Page 51
    ... 2009 (dollars in millions): Year Ended December 31, 2011 2010 2009 Variance 2011 vs. 2010 Amount % Net operating interest income Fees and service charges Gains on loans and securities, net Net impairment Other revenues Total net revenue Provision for loan losses Total operating expense Losses from...

  • Page 52
    ...to 2009. The decrease in the provision for loan losses was driven by lower levels of delinquent loans in our oneto four- family and home equity loan portfolios. Total balance sheet management operating expense decreased 12% to $215.5 million for the year ended December 31, 2010 compared to 2009. The...

  • Page 53
    .../other financial information for the years ended December 31, 2011, 2010 and 2009 (dollars in millions): Year Ended December 31, 2011 2010 2009 Variance 2011 vs. 2010 Amount % Total net revenue Compensation and benefits Professional services Occupancy and equipment Communications Depreciation...

  • Page 54
    ... % Assets: Cash and equivalents Cash and investments required to be segregated under federal or other regulations Securities(1) Margin receivables Loans receivable, net Investment in FHLB stock Other(2) Total assets Liabilities and shareholders' equity: Deposits Wholesale borrowings(3) Customer...

  • Page 55
    ...(dollars in millions): December 31, 2011 2010 Variance 2011 vs. 2010 Amount % Trading securities Available-for-sale securities: Residential mortgage-backed securities: Agency mortgage-backed securities and CMOs Non-agency CMOs Total residential mortgage-backed securities Investment securities Total...

  • Page 56
    ... are summarized as follows (dollars in millions): December 31, 2011 2010 Variance 2011 vs. 2010 Amount % Sweep deposits Complete savings deposits Other money market and savings deposits Checking deposits Certificates of deposit Brokered certificates of deposit Total deposits $18,619.0 $16,139...

  • Page 57
    .... During the second of quarter of 2011, we issued an aggregate principal amount of $435 million in 2016 Notes. We used the proceeds from the 2016 Notes to redeem all of the outstanding 2013 Notes, including paying the associated redemption premium, accrued interest and related fees and expenses. 54

  • Page 58
    Shareholders' Equity The activity in shareholders' equity during the year ended December 31, 2011 is summarized as follows (dollars in millions): Common Stock / Additional Paid-In Capital Accumulated Deficit / Other Comprehensive Loss Total Beginning balance, December 31, 2010 Net income ...

  • Page 59
    ... cash to be two times our annual debt service, or approximately $330 million. From the level of corporate cash at December 31, 2011, we expect that it will decline generally in line with our corporate interest expense. However, the parent company has approximately $0.5 billion in deferred tax assets...

  • Page 60
    ... as follows (dollars in millions): December 31, 2011 2010 Shareholders' equity Deduct: Losses in other comprehensive income on available-for-sale debt securities and cash flow hedges, net of tax Goodwill and other intangible assets, net of deferred tax liabilities Add: Qualifying restricted core...

  • Page 61
    ... ratio (dollars in millions): December 31, 2011 2010 Shareholders' equity Deduct: Losses in other comprehensive income on available-for-sale debt securities and cash flow hedges, net of tax Goodwill and other intangible assets, net of deferred tax liabilities Subtotal Deduct: Disallowed servicing...

  • Page 62
    ... cash flow in future periods (dollars in millions): Payments Due by Period Less Than 1 Year 1-3 Years 3-5 Years Thereafter Total Securities sold under agreements to FHLB advances and other borrowings(1)(2) Corporate debt(3) Uncertain tax positions Certificates of deposit and brokered certificates...

  • Page 63
    ... rate risk and reviews balance sheet trends, market interest rate and sensitivity analyses. Credit Risk Committee-The Credit Risk Committee monitors asset quality trends, evaluates market conditions, reviews the adequacy of the allowance for loan losses, establishes underwriting standards, approves...

  • Page 64
    ... our exposure to open home equity lines from a high of over $7 billion in 2007 to $0.4 billion as of December 31, 2011. We also have an initiative to assess our servicing relationships and where appropriate transfer certain mortgage loans to servicers that specialize in managing troubled assets. We...

  • Page 65
    .... The third party company is responsible for the credit risk associated with these loans and purchases the loans from us shortly after the loan closes. We originated $129.7 million in loans during the year ended December 31, 2011 and we had commitments to originate mortgage loans of $140.8 million...

  • Page 66
    ... 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 properties in which we did not have an updated valuation, we utilized home price...

  • Page 67
    ...Family December 31, 2011 2010 Home Equity December 31, 2011 2010 Acquisition Channel Purchased from a third party Originated by the Company Total mortgage loans receivable $5,420.8 1,195.0 $6,615.8 $6,687.7 1,482.6 $8,170.3 $4,669.6 659.1 $5,328.7 $5,607.2 803.1 $6,410.3 Vintage Year One- to...

  • Page 68
    ... by the lower levels of delinquent loans in the one- to four-family and home equity loan portfolios. The provision for loan losses has declined for three consecutive years, down 72% from its peak of $1.6 billion for the year ended December 31, 2008. We expect provision for loan losses to continue to...

  • Page 69
    ...offs related to certain loans that were written down to the estimated current value of the underlying property less estimated 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 expected loss on...

  • Page 70
    ... for loan losses Charge-offs: One- to four-family Home equity Consumer and other Total charge-offs Recoveries: One- to four-family Home equity Consumer and other Total recoveries Net charge-offs Allowance for loan losses, end of period Net charge-offs to average loans receivable outstanding $1,031...

  • Page 71
    ... loan balance in excess of the estimated current value of the underlying property less estimated costs to sell. Closed-end consumer loans are charged-off when the loan has been 120 days delinquent or when it is determined that collection is not probable. Net charge-offs for the year ended December...

  • Page 72
    ... assets, net Total nonperforming assets, net Nonperforming loans receivable as a percentage of gross loans receivable One- to four-family allowance for loan losses as a percentage of one- to four-family nonperforming loans Home equity allowance for loan losses as a percentage of home equity...

  • Page 73
    ...at high levels in the near term due to the extensive amount of time it takes to foreclose on a property in the current real estate market. The following table shows the comparative data for loans delinquent 90 to 179 days (dollars in millions): December 31, 2011 2010 One- to four-family Home equity...

  • Page 74
    ... one- to four-family and home equity special mention loans. While the level of special mention loans can fluctuate significantly in any given period, we believe the continued decrease is an encouraging sign regarding the future credit performance of the mortgage loan portfolio. The following graph...

  • Page 75
    ... non-agency CMO portfolio. The table below details the amortized cost of debt securities and FHLB stock by average credit ratings and type of asset as of December 31, 2011 and 2010 (dollars in millions): Below Investment Grade and Non-Rated December 31, 2011 AAA AA A BBB Total Agency mortgage...

  • Page 76
    ...delinquency levels and trends; current and historical charge-off and loss experience; our historical loss mitigation experience; the condition of the real estate market and geographic concentrations within the loan portfolio; the interest rate climate; the overall availability of housing credit; and...

  • Page 77
    ... Tax Rates, Deferred Taxes and Valuation Allowances Description In preparing the consolidated financial statements, we calculate income tax expense (benefit) based on our interpretation of the tax laws in the various jurisdictions where we conduct business. This requires us to estimate current tax...

  • Page 78
    ... eight years, including through uncertain economic and regulatory environments. The core business is driven by brokerage customer activity and includes trading, brokerage cash, margin lending, long-term investing and other brokerage related activities. These activities drive variable expenses that...

  • Page 79
    .... If all available-for-sale and held-to-maturity securities with fair values lower than amortized cost as of December 31, 2011 were other-than-temporarily impaired and the gross OTTI was recorded through earnings, we would have recorded a pre-tax loss of $117.5 million. Accounting for Derivative...

  • Page 80
    ... be immediately reclassified into the gains on loans and securities, net line item in the consolidated statement of income (loss). As of December 31, 2011, we had an unrealized pre-tax loss reported in accumulated other comprehensive loss of $734.2 million related to cash flow hedges. Judgments The...

  • Page 81
    ... available-for-sale residential mortgage-backed securities portfolio was composed of: 1) agency mortgage-backed securities and CMOs; and 2) non-agency CMOs. The fair value of agency mortgage-backed securities and CMOs was determined using quoted market prices, recent market transactions, spread data...

  • Page 82
    ...trading and investing segment (dollars in millions): Reporting Unit December 31, 2011 U.S. Brokerage Capital Markets Retail Bank Total goodwill $1,751.2 142.4 40.6 $1,934.2 In connection with our annual impairment test of goodwill, we concluded that the goodwill was not impaired as the fair value...

  • Page 83
    ...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 on Equity and Assets Short-Term Borrowings 34 81 83 84 82...

  • Page 84
    ... assets: Loans(1) Margin receivables Available-for-sale securities Held-to-maturity securities Cash and equivalents Segregated cash and investments Securities borrowed and other Total enterprise interest-earning assets(2) Enterprise interest-bearing liabilities: Retail deposits Brokered certificates...

  • Page 85
    ... 31, 2011 (dollars in millions): Interest Rate Type Fixed Adjustable Total One- to four-family Home equity Consumer and other Total loans receivable Securities $1,500.2 1,138.0 954.9 $3,593.1 $4,988.5 3,969.8 13.9 $8,972.2 $ 6,488.7 5,107.8 968.8 $12,565.3 Our portfolio of mortgage-backed and...

  • Page 86
    ... offered by the Small Business Administration, Fannie Mae, Freddie Mac and the FHLB. Trading securities are carried at fair value with any realized or unrealized gains and losses reflected in our consolidated statement of income (loss) as gains on loans and securities, net. 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, 2011 (dollars in millions): Within One Year One to Five Years Five to Ten Years After Ten Years Total Weighted Weighted Weighted Weighted Weighted Balance Average Balance Average...

  • Page 88
    ... Business Administration and the Federal Home Loan Bank. ALCO-Asset Liability Committee. AML-Anti-Money Laundering. APIC-Additional paid-in capital. Average commission per trade-Total trading and investing segment commissions revenue divided by total number of trades. Average equity to average total...

  • Page 89
    ... such as customer deposits, repurchase agreements, FHLB advances and other borrowings, certain customer credit balances and securities loaned programs on which the Company pays interest; excludes customer money market balances held by third parties. Enterprise interest-earning assets-Consists of...

  • Page 90
    ...-earning assets and liabilities and customer cash held by third parties. Exchange-traded funds-A fund that invests in a group of securities and trades like an individual stock on an exchange. Fair value-The price that would be received to sell an asset or paid to transfer a liability in an orderly...

  • Page 91
    ... Offered Rate. LIBOR is the interest rate at which banks borrow 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. NASAA-North American Securities Administrators...

  • Page 92
    ... software and services to assist corporate customers in managing their equity compensation plans. The trades typically occur when an employee of a corporate customer exercises a stock option or sells restricted stock. Sweep deposit accounts-Accounts with the functionality to transfer brokerage cash...

  • Page 93
    ...our broker-dealers, and corporate debt issued by the parent company. Deposit accounts and customer payables tend to be less rate-sensitive than wholesale borrowings. Agreements to repurchase securities re-price as agreements reset. Sweep accounts, complete savings accounts and other money market and...

  • Page 94
    ... 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
    ... 31, 2011, that E*TRADE Financial Corporation's internal control over financial reporting is effective based on those criteria. E*TRADE Financial Corporation's Independent Registered Public Accounting Firm, Deloitte & Touche LLP, has issued an audit report regarding E*TRADE Financial Corporation...

  • Page 96
    ...issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also 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, 2011 of the Company...

  • Page 97
    ... consolidated balance sheets of E*TRADE Financial Corporation and subsidiaries (the "Company") as of December 31, 2011 and 2010, and the related consolidated statements of income (loss), comprehensive income (loss), shareholders' equity, and cash flows for each of the three years in the period ended...

  • Page 98
    ... STATEMENT OF INCOME (LOSS) (In thousands, except per share amounts) 2011 Year Ended December 31, 2010 2009 Revenue: Operating interest income Operating interest expense Net operating interest income Commissions Fees and service charges Principal transactions Gains on loans and securities, net...

  • Page 99
    ..., 2011 and 2010, respectively) Investment in FHLB stock Property and equipment, net Goodwill Other intangibles, net Other assets Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits Securities sold under agreements to repurchase Customer payables FHLB advances and other borrowings...

  • Page 100
    ...CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (In thousands) Year Ended December 31, 2011 2010 2009 Net income (loss) Other comprehensive income (loss) Available-for-sale securities: OTTI, net(1) Noncredit portion of OTTI reclassification (into) out of other comprehensive income (loss), net...

  • Page 101
    ...1, 2009 Net loss Other comprehensive income Issuance of common stock Amortization of premiums on the convertible debentures 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 102
    ... Loss Common Stock Shares Amount Additional Paid-in Capital Accumulated Deficit Total Shareholders' Equity Balance, December 31, 2010 Net income Other comprehensive income Conversion of convertible debentures Exercise of stock options and related tax effects Issuance of restricted stock, net...

  • Page 103
    ...gains on loans and securities, net and (gains) losses on sales of investments, net Equity in loss of investments and venture funds (Gains) losses on early extinguishment of debt Share-based compensation Deferred taxes Other Net effect of changes in assets and liabilities: (Increase) decrease in cash...

  • Page 104
    ... taxes Non-cash investing and financing activities: Conversion of convertible debentures to common stock Transfers from loans to other real estate owned and repossessed assets Reclassification of loans held-for-investment to loans held-for-sale Transfers from loans to available-for-sale securities...

  • Page 105
    ...TRADE Financial Corporation is a financial services company that provides online brokerage and related products and services primarily to individual retail investors under the brand "E*TRADE Financial." The Company also provides investor-focused banking products, primarily sweep deposits and savings...

  • Page 106
    ... equity orders in exchange-listed options and Regulation NMS Securities to an affiliate of Citadel for order handling and execution at current market rates. Payments for these customer equity orders represented approximately 1% of the Company's total net revenue for the years ended December 31, 2011...

  • Page 107
    ... is in foreclosure, and charge-off the amount of the loan balance in excess of the estimated current value of the underlying property less estimated costs to sell. Closed-end consumer loans are charged-off when the loan has been delinquent for 120 days or when it is determined that collection is not...

  • Page 108
    ... portfolio; delinquency levels and trends; current and historical charge-off and loss experience; the Company's historical loss mitigation experience; the condition of the real estate market and geographic concentrations within the loan portfolio; the interest rate climate; the overall availability...

  • Page 109
    ... borrowings line item, is a wholesale funding source of E*TRADE Bank. As a condition of its membership in the FHLB, the Company is required to maintain a FHLB stock investment. The Company accounts for its investment in FHLB stock as a cost method investment. Property and Equipment, Net-Property...

  • Page 110
    ... gains on loans and securities, net line item in the consolidated statement of income (loss). See Note 7-Accounting for Derivative Instruments and Hedging Activities. Fair Value-Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly...

  • 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 on Loans and Securities, Net-Gains on loans and securities, net includes gains or losses resulting from the sale of available-for-sale securities; gains...

  • Page 112
    ... from software and services for managing equity compensation plans. Other revenues also includes revenue ancillary to the Company's customer transactions and income from the cash surrender value of BOLI. Employee stock option management fees are recognized in accordance with applicable accounting...

  • Page 113
    receivables; the allowance for credit losses related to financing receivables; impaired loans (individually evaluated for impairment); credit quality information; and modifications. The amended disclosure guidance related to non-TDRs was effective January 1, 2011 for the Company, and the amended ...

  • Page 114
    ... the expense recognized by the Company as facility restructuring and other exit activities for the periods presented (dollars in thousands): Year Ended December 31, 2011 2010 2009 Restructuring of international brokerage business Other facility restructuring and exit activities Total facility...

  • Page 115
    ... interest expense (dollars in thousands): 2011 Year Ended December 31, 2010 2009 Operating interest income: Loans Available-for-sale securities Margin receivables Held-to-maturity securities Securities borrowed and other Total operating interest income(1) Operating interest expense: Securities sold...

  • Page 116
    ...: Weighted Average Coupon Rate Agency mortgage-backed securities Agency CMOs Non-agency CMOs 3.45 % 3.48 % 3.90 % The fair value of agency mortgage-backed securities was determined using market and income approaches with quoted market prices, recent market transactions and spread data for similar...

  • Page 117
    ...by the 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, 2011. These securities were valued using a market approach with pricing service valuations corroborated by recent market transactions for...

  • Page 118
    ...dollars in thousands): Level 1 Level 2 Level 3 Fair Value December 31, 2011: Assets Trading securities Available-for-sale securities: Residential mortgage-backed securities: Agency mortgage-backed securities and CMOs Non-agency CMOs Total residential mortgage-backed securities Investment securities...

  • Page 119
    ... of the Company's total assets and total liabilities, respectively. The following tables present additional information about Level 3 assets and liabilities measured at fair value on a recurring basis (dollars in thousands): Available-for-sale Securities Non-agency CMOs Trading Securities Balance...

  • Page 120
    ...unrealized gains (losses) included in other comprehensive income (loss) are reported in the net change from available-for-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. Represents derivative assets net of...

  • Page 121
    ... 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 value of the property less estimated costs to sell...

  • Page 122
    ... the reporting date for sweep deposits, complete savings deposits, other money market and savings deposits and checking deposits. For certificates of deposit and brokered certificates of deposit, fair value is estimated by discounting future cash flows at the rates currently offered for deposits of...

  • Page 123
    ... future cash flows at the rate implied by dealer pricing quotes. For margin collateral, overnight and other short-term borrowings and collateralized borrowings, fair value approximates carrying value. Corporate debt-Fair value is estimated using dealer pricing quotes. The fair value of the non...

  • Page 124
    ... Gains Gross Unrealized / Unrecognized Losses Amortized Cost Fair Value December 31, 2011: Available-for-sale securities: Residential mortgage-backed securities: Agency mortgage-backed securities and CMOs Non-agency CMOs Total residential mortgage-backed securities Investment securities...

  • Page 125
    ... available-for-sale and held-to-maturity debt securities at December 31, 2011 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 securities Held...

  • Page 126
    ...Losses Fair Value Losses Fair Value Losses December 31, 2011: Available-for-sale securities: Residential mortgage-backed securities: Agency mortgage-backed securities and CMOs Non-agency CMOs Investment securities: Agency debentures Other agency debt securities Municipal bonds Corporate bonds Total...

  • Page 127
    ...Company's available-for-sale and held-to-maturity portfolio consists of residential mortgage-backed securities. For residential mortgage-backed securities, the Company calculates the credit portion of OTTI by comparing the present value of the expected future cash flows with the amortized cost basis...

  • Page 128
    ... statement of income (loss) are as follows (dollars in thousands): Year Ended December 31, 2011 2010 2009 Gains (losses) on loans, net Gains on securities, net Gains on available-for-sale securities and other investments Losses on available-for-sale securities and other investments Gains (losses...

  • Page 129
    ... Credit Quality The Company tracks and reviews factors to predict and monitor credit risk in its mortgage loan portfolio on an ongoing basis. These factors include: loan type, estimated current LTV/CLTV ratios, delinquency history, documentation type, borrowers' current credit scores, housing prices...

  • Page 130
    ... 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 131
    ...,617 $6,615,808 $8,170,329 $5,328,657 $6,410,311 One- to Four-Family December 31, 2011 2010 Home Equity December 31, 2011 2010 Geographic Location California New York Florida Virginia Other states Total mortgage loans receivable $3,096,028 $3,773,623 $1,690,319 $2,038,325 488,209 612,988 387,038...

  • Page 132
    ... to lend additional funds to any of these borrowers. Allowance for Loan Losses The following table provides a roll-forward by loan portfolio of the allowance for loan losses for the years ended December 31, 2011, 2010 and 2009 (dollars in thousands): Year Ended December 31, 2011 Home Consumer Equity...

  • Page 133
    ...four-family and home equity TDRs, including trial modifications, are accounted for as nonaccrual loans at the time of modification and return to accrual status after six consecutive payments are made in accordance with the modified terms. The Company currently does not have an active TDR program for...

  • Page 134
    ... impaired loans represents the forecasted losses over the estimated remaining life of the loan, including the economic concession to the borrower. The following table shows detailed information related to the Company's loans that were modified in a TDR as of December 31, 2011 and 2010 (dollars in...

  • Page 135
    ... experienced a payment default within 12 months after the modification for the year ended December 31, 2011 (dollars in thousands): Year Ended December 31, 2011 Number of Recorded Loans Investment One- to four-family(1) Home equity(2) Total (1) 310 866 1176 $126,172 65,331 $191,503 (2) As of...

  • Page 136
    ... reported in the consolidated balance sheet (dollars in thousands): Notional Asset(1) Fair Value Liability(2) Net(3) December 31, 2011 Interest rate contracts: Cash flow hedges: Purchased options Pay-fixed rate swaps Total cash flow hedges Fair value hedges: Pay-fixed rate swaps Receive-fixed rate...

  • Page 137
    ...statement of income (loss) (dollars in thousands): For the Year Ended December 31, 2011 2010 2009 Gains (losses) on derivatives recognized in OCI (effective portion), net of tax Losses reclassified from AOCI into earnings (effective portion), net of tax Cash flow hedge ineffectiveness gains (losses...

  • Page 138
    ... comprehensive loss attributable to cash flow hedges by type of hedged item (dollars in thousands): December 31, 2011 2010 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 139
    ...of derivative assets net of derivative liabilities at the counterparty level. The fair value of derivative instruments in net liability positions at the counterparty level was $309.0 million as of December 31, 2011. The fair value of the Company's mortgage-backed and investment securities pledged as...

  • Page 140
    ... was assigned to reporting units within the balance sheet management segment for the years ended December 31, 2011 and 2010. As of December 31, 2011, there were no accumulated impairment losses related to the trading and investment segment. The Company's accumulated impairment losses related to its...

  • Page 141
    ... in thousands): Amount December 31, 2011 2010 Weighted-Average Rate December 31, 2011 2010 Sweep deposits (1) Complete savings deposits Other money market and savings deposits Checking deposits Certificates of deposit Brokered certificates of deposit Total deposits (1) $18,618,954 $16,139,585...

  • Page 142
    ...$1 billion of savings accounts to Discover Financial Services during the year ended December 31, 2010. At December 31, 2011, scheduled maturities of certificates of deposit and brokered certificates of deposit were as follows (dollars in thousands): Years ending December 31, 2012 2013 2014 2015 2016...

  • Page 143
    ...below (dollars in thousands): FHLB Advances and Other Borrowings Repurchase Agreements (1) FHLB Advances Weighted Average Interest Rate Other Total Years Ending December 31, 2012 2013 2014 2015 2016 Thereafter Subtotal Fair value hedge adjustments Total other borrowings at December 31, 2011 Total...

  • Page 144
    ... total Bank assets; or a dollar cap amount of $25 million. Additionally, the Bank must maintain an Activity Based Stock investment which is currently equal to 4.5% of the Bank's outstanding advances at the time of borrowing. On a quarterly basis the FHLB Atlanta evaluates excess Activity Based Stock...

  • Page 145
    ... semi-annually and the notes were non-callable for four years. In May 2011, the Company redeemed the outstanding balance of the 2013 Notes. The Company recorded a $3.1 million gain on early extinguishment of debt related to the redemption of the 2013 Notes for the year ended December 31, 2011. Debt...

  • Page 146
    ...-annually and the notes may be called by the Company at a premium, which declines over time. The Company used the proceeds from the sale of the 2016 Notes to redeem all of its outstanding 2013 Notes including paying the associated redemption premium, accrued interest and related fees and expenses...

  • Page 147
    ... 31, 2011 2010 Deposits received for securities loaned Derivative liabilities Income tax-related liabilities Accounts payable and accrued expenses Other payables to brokers, dealers and clearing organizations Securities purchased collateral not received Subserviced loan advances Other Total other...

  • Page 148
    ...INCOME TAXES The components of income tax expense (benefit) are as follows (dollars in thousands): Year Ended December 31, 2010 2009 2011 Current: Federal State Foreign Tax expense recognized for uncertainties Total current Deferred: Federal State Foreign Total deferred Income tax expense (benefit...

  • Page 149
    ... statement and tax return purposes. Prior year balances for the deferred tax assets and liabilities have been re-presented to ensure consistency between periods. The adjustments relate to the presentation of the basis differences in investments and mark to market for certain loans and securities...

  • Page 150
    ... eight years, including through uncertain economic and regulatory environments. The core business is driven by brokerage customer activity and includes trading, brokerage cash, margin lending, long-term investing and other brokerage related activities. These activities drive variable expenses that...

  • Page 151
    ...federal statutory rate as follows: Year Ended December 31, 2011 2010 2009 Federal statutory rate State income taxes, net of federal tax benefit Difference between statutory rate and foreign effective tax rate Tax exempt income Disallowed interest expense Disallowed Debt Exchange loss Liquidation of...

  • Page 152
    ... an individual year. NOTE 16-SHAREHOLDERS' EQUITY The activity in shareholders' equity during the year ended December 31, 2011 is summarized as follows (dollars in thousands): Common Stock / Additional Paid-In Capital Accumulated Deficit / Other Comprehensive Loss Total Beginning balance, December...

  • Page 153
    ... 2009, the Company issued 50.0 million shares of common stock, par value $0.01 in a Public Equity Offering. The Public Equity Offering resulted in net proceeds, after commissions, of $523 million. Citadel, one of the Company's largest stockholders, purchased approximately 9.1 million shares of the...

  • Page 154
    ...: Net income (loss) Denominator: Basic weighted-average shares outstanding Effect of dilutive securities: Weighted-average convertible debentures Weighted-average options and restricted stock issued to employees Diluted weighted-average shares outstanding Per share: Basic earnings (loss) per share...

  • Page 155
    ...No stock options were exercised for the year ended December 31, 2009. A summary of options activity under the stock option plan is presented below: WeightedAverage Remaining Contractual Life Shares (in thousands) WeightedAverage Exercise Price Aggregate Intrinsic Value (in thousands) Outstanding...

  • Page 156
    ...The Company recognized a tax benefit of $3.4 million, $5.9 million and $9.6 million related to restricted stock awards and restricted stock units for the years ended December 31, 2011, 2010 and 2009, respectively. A summary of non-vested restricted stock award activity is presented below: Shares (in...

  • Page 157
    ...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 its regulators and any loans by E*TRADE Bank to the parent company and its other non...

  • Page 158
    ...Rent expense, net of sublease income, was $19.6 million, $22.6 million and $24.5 million for the years ended December 31, 2011, 2010 and 2009, respectively. Rent expense, which is recorded in the occupancy and equipment line item in the consolidated statement of income (loss), excludes costs related...

  • Page 159
    ... carriers will pay $79 million in return for full releases. Approximately $10.8 million of the total settlement figure will be paid by the Company, and was recorded in the other operating expense line item of the consolidated statement of income (loss) for the year ended December 31, 2011. This...

  • Page 160
    ... similarly situated in the United States District Court for the Southern District of New York against the Company. Plaintiff contends, among other things, that the Company committed various sales practice violations in the sale of certain auction rate securities to investors between April 2, 2003...

  • Page 161
    ... adverse effect on the Company's business, financial condition, results of operations or cash flows. Regulatory Matters The securities and banking industries are subject to extensive regulation under federal, state and applicable international laws. From time to time, the Company has been threatened...

  • Page 162
    ...-free telephone assistance line and website to provide information and to respond to questions regarding the Consent Order. As of December 31, 2011, the total amount of auction rate securities held by Colorado customers was approximately $1.2 million and the total amount of auction rate securities...

  • Page 163
    the Company's estimate of the current fair value relative to par value of auction rate securities held by E*TRADE Securities LLC customers, as well as former customers who purchased auction rate securities through E*TRADE Securities LLC and are covered by the Consent Order. The agreement includes ...

  • Page 164
    ...brokerage products 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...

  • Page 165
    ... based on the segment's income (loss) before income taxes. Financial information for the Company's reportable segments is presented in the following tables (dollars in thousands): Trading and Investing Year Ended December 31, 2011 Balance Sheet Corporate/ Management Other Total Net operating...

  • Page 166
    ... INFORMATION (PARENT COMPANY ONLY) The following presents the Parent's condensed statement of income (loss), balance sheet and statement of cash flows: CONDENSED STATEMENT OF INCOME (LOSS) (In thousands) 2011 Year Ended December 31, 2010 2009 Total net revenue Total operating expense Income (loss...

  • Page 167
    ... BALANCE SHEET (In thousands) December 31, 2011 2010 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...

  • Page 168
    ...) 2011 Year Ended December 31, 2010 2009 Cash flows from operating activities: Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization (Income) loss from subsidiaries(1) Dividends from E*TRADE Securities LLC (Gains...

  • Page 169
    ... 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 guarantees...

  • Page 170
    ... Public Accounting Firm are included in Item 8. Financial Statements and Supplementary Data. ITEM 9B. OTHER INFORMATION None. PART III Certain portions of the Company's Proxy Statement for its next Annual Meeting of Shareholders, which, when filed pursuant to Regulation 14A under the Securities...

  • Page 171
    ... Company's Form 10-Q filed August 4, 2011.) Indenture dated May 19, 2011, between E*TRADE Financial Corporation and The Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the 2016 Notes (includes form of note) (Incorporated by reference to Exhibit 4.1 of the Company's Current Report...

  • Page 172
    ... Company's Form 10-Q filed on August 4, 2011.) Indenture dated August 25, 2009 between E*TRADE Financial Corporation and The Bank of New 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...

  • Page 173
    ... 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 174
    ... J. Freiberg Chief Executive Officer (Principal Executive Officer) By /S/ MATTHEW J. AUDETTE Matthew J. Audette 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...

  • Page 175
    Exhibit 10.3 2010 Code of Professional Conduct E*TRADE FINANCIAL CORPORATION Corporate Policies and Procedures

  • Page 176
    COPYRIGHT 2002, 2004, 2006, 2008, 2010 E*TRADE FINANCIAL Corporation New York, NY Revised December 29, 2010

  • Page 177
    ... UNDER THE LAW Securities Laws Exchange and Self-Regulatory Organization Rules Banking Laws and Regulations Licensing, Registration and Reporting of Specified Arrests, Convictions or Civil Actions Personal Legal Matters Proper Record-Keeping and Disclosure Requirements Insider Trading Records...

  • Page 178
    ... Uses of Inside Information Guidelines for Information about E*TRADE Handling Rumors Consequences of Misusing Inside Information The Restricted List OUTSIDE BUSINESS ACTIVITIES Outside Directorships, Industry-Related Organizations, Residential Boards and Charities EMPLOYEE TRADING E*TRADE Employee...

  • Page 179
    .... E*TRADE is committed to the following principles: Business Operations We are committed to providing the best customer services to meet our customers' needs. We market our products and services in an honest and fair manner. We do not compromise our values. We do not use Inside Information (as...

  • Page 180
    ...do not use unfair business practices to hurt our competition. We do not have formal or informal discussions with our competitors on prices, markets, products, services or production, service or inventory levels. PURPOSE OF THE CODE In order to ensure that E*TRADE's employees, officers and directors...

  • Page 181
    ... an employee who reports an actual or potential violation of applicable laws, rules or regulations, this Code or any of E*TRADE's other policies and procedures; and against employees who knowingly make a false report of a violation. • • • E*TRADE also must report certain activities to...

  • Page 182
    ..., it is subject to numerous securities laws and rules. These laws and rules address, among other things, licensing requirements, financial reporting and disclosure, and insider trading rules. E*TRADE is fully committed to compliance with these and all other applicable laws, rules and regulations. 4

  • Page 183
    ... changes in the information that appears on the employee's Form U-4. Changes in U-4 information must be made within 30 days of the date of the change in information. In addition, under applicable FINRA rules, E*TRADE is required to report certain events, such as customer complaints and arbitrations...

  • Page 184
    ... fairly present the financial condition, results of operations and cash flow of E*TRADE and comply in all respects with applicable law, governmental rules and regulations, including generally accepted accounting principles ("GAAP") and applicable SEC, SRO and OTS rules. Insider Trading Federal law...

  • Page 185
    ...access to confidential information, and limiting and monitoring communications between areas that regularly receive non-public information and the E*TRADE sales, trading, and asset management areas. E*TRADE policy regarding insider trading is outlined in more detail in the General Rules for Employee...

  • Page 186
    ... or service arrangements, or division of market share with competitors, unless that information has previously been made publicly available; divulge the identity of E*TRADE's actual or potential customers or any of the terms upon which E*TRADE may work with those customers; enter into any agreement...

  • Page 187
    ... the Bank Secrecy Act, including regulations issued pursuant to the US Patriot Act of 2001; OFAC regulations; and related laws. To this end, employees must immediately report any suspicious or unusual activity relating to any E*TRADE customer or employee to the appropriate AML Compliance Officer or...

  • Page 188
    ...software application, business method or invention that is similar to that of another company, inventor or person, particularly in the financial services industry, you must consult with the Legal Department. Please note that E*TRADE owns all rights in any intellectual property developed by employees...

  • Page 189
    ...to trading activities performed by registered brokers and customer service representatives on behalf of our brokerage customers in the regular course of business, only certain individuals (typically members of the entity's board of directors, and its officers, vice presidents ("VPs"), executive vice...

  • Page 190
    ...E*TRADE to purchase services or products from family members or businesses in which you or your family have or may have an interest, unless approved to do so after disclosing the pertinent facts to your direct supervisor as well as the Legal and Compliance Departments; serving as a director, officer...

  • Page 191
    ... levels (or of any value) to customers, vendors, suppliers, E*TRADE employees and other third parties, including persons employed with a stock exchange, regulatory authority, financial institution, broker-dealer, or the news or financial information media. More specifically, SRO rules currently...

  • Page 192
    ... by E*TRADE to do so. Any questions relating to the provision of financial advice to customers should be directed to the Compliance Department. In all cases, customers should be advised to consult their own counsel for legal advice and to consult their own tax advisors for tax guidance. Advertising...

  • Page 193
    ... brochures or annual reports. In addition, employees may not permit third parties to use E*TRADE's name for endorsements of their products or services without the approval of Corporate Communications, the Legal Department and Advertising Review within the Compliance Department. Internet Access and...

  • Page 194
    ... the attorney-client privilege. This includes communications with, and documents created at the direction of, the Legal Department or E*TRADE's outside counsel. Communicate such information and documents within E*TRADE on a strict need-to-know basis and only at the direction of the Legal Department...

  • Page 195
    ..., its cash and securities, its premises, its technology, its proprietary and confidential information, its legally privileged materials, its intellectual property (such as software, business plans, non-public financial information, ideas for new products or services, and employee and customer lists...

  • Page 196
    ... of transaction records, to comply with applicable laws and regulations, to evaluate the quality of customer service or to check compliance with E*TRADE policies. Individual employees are not permitted to record oral or telephonic communications. Substance Abuse E*TRADE seeks to maintain a safe work...

  • Page 197
    ..., gender reassignment, pregnancy, nationality or any other characteristic protected by applicable law. E*TRADE is committed to a work environment in which all individuals are treated with respect and dignity. Each individual should have the ability to work in a professional atmosphere that promotes...

  • Page 198
    ...your report directly to the Human Resources Department, the Legal Department or the Internal Audit Department. You may make a report orally or in writing. In addition, you may report any potential violation or incident anonymously through ListenUp, an independent third-party service that E*TRADE has...

  • Page 199
    ..., including harassment, discrimination, violence, retaliation, any act of moral turpitude or any other form of unprofessional, illegal or criminal behavior, may subject you to disciplinary action by E*TRADE, up to and including immediate termination. In addition, unlawful conduct may subject you to...

  • Page 200
    .... Use of Confidential information must adhere to applicable legal requirements and E*TRADE policies and procedures. Like Proprietary information, Confidential information may be present in various media and forms. The same information can be both confidential and proprietary. Employees must use...

  • Page 201
    ... mobile or cordless phones, fax machines or message services. Make sure you use correct electronic mail addresses, telephone extension numbers, fax numbers and, when applicable, use project and code names. Within E*TRADE, communicate Proprietary or Confidential information only to employees who have...

  • Page 202
    ... Use of Proprietary or Confidential Information Employees should report violations or suspected violations of this policy or the policy of any specific business unit or department to your supervisor, Information Technology, the Legal Department and, if appropriate, Corporate Information Security...

  • Page 203
    ... jurisdictional laws as non-public information about a securities issuer (e.g., a public company) that may have an impact on the price of a security or other financial instrument or that a reasonable investor would be likely to consider important in making an investment decision. Inside information...

  • Page 204
    ... the market for securities or other financial instruments of a publicly traded company, you must report the situation promptly to the Legal, Risk Management and Compliance Departments. Do not trade based on rumors or take any other action without the prior approval of the Legal and Compliance...

  • Page 205
    ... in industry-related organizations, such as trade associations. E*TRADE generally will not grant approval of outside business activities with another financial services firm, including, but not limited to, broker-dealers, banks, mortgage dealers and non-affiliated investment advisers. You are...

  • Page 206
    ... of all E*TRADE business units; sets forth the types of accounts covered by policy; details the requirement that employees maintain all trading accounts at E*TRADE; and also covers trading in E*TRADE stock and restrictions on engaging in outside business activities. Employees are required to review...

  • Page 207
    ... or "opens" at the close of market on the second business day following E*TRADE's earnings announcement and ends at the close of market on the 15th of the last month (or, if the 15th is not a market day, the preceding market day) of each fiscal quarter. However, circumstances relating to E*TRADE...

  • Page 208
    • E*TRADE's securities are non-marginable for employees (including officers) or board members. Additional detail regarding E*TRADE policies and procedures applicable to trading is available on My Channel*E at https://mychannele.corp.etradegrp.com/web/guest/departments/brokeragecompliance/...

  • Page 209
    ... policies and procedures, applicable to me as an employee, officer or director. After reviewing the Code, if I realize there are any provisions with which I have not complied (for example, maintaining a brokerage or trading account with an outside broker without prior approval or participating in an...

  • Page 210
    ... ratio of earnings (loss) to fixed charges) 2011 2010 For the Year Ended December 31, 2009 2008 2007 Fixed charges: Interest expense Amortization of debt issue expense Estimated interest portion within rental expense Preference securities dividend requirements of consolidated subsidiaries Total...

  • Page 211
    Exhibit 21.1 E*TRADE Financial Corporation Subsidiaries of Registrant Company Jurisdiction Name Capitol View, LLC Converging Arrows, Inc. E Trade Nordic AB SP Capital AB E*TRADE Bank E*TRADE Brokerage Services, Inc. E*TRADE Capital Management, LLC E*TRADE Capital Markets, LLC E*TRADE Capital Trust ...

  • Page 212
    ...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 E*TRADE Insight Management, Inc. TIR (Holdings) Limited E*TRADE United Bank ET Canada...

  • Page 213
    ... Presentation of Other-Than-Temporary Impairments, on April 1, 2009) and the effectiveness of E*TRADE Financial Corporation and subsidiaries' 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, 2011...

  • Page 214
    Exhibit 31.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Steven J. Freiberg, certify that: 1. 2. I have reviewed this Annual Report on Form 10-K of E*TRADE Financial Corporation; Based on my knowledge, this report does ...

  • Page 215
    Exhibit 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Matthew J. Audette, certify that: 1. 2. I have reviewed this Annual Report on Form 10-K of E*TRADE Financial Corporation; Based on my knowledge, this report does ...

  • Page 216
    ...THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with this Annual Report on Form 10-K of E*TRADE Financial Corporation (the "Annual Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the...