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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, 2012
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, 2012, the aggregate market value of voting stock held by non-affiliates of the registrant was approximately
$1.7 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 22, 2013, there were 286,626,031 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the definitive Proxy Statement related to the Company’s 2013 Annual Meeting of Shareholders, to be filed
hereafter (incorporated into Part III hereof).

Table of contents

  • Page 1
    ... 2012, the aggregate market value of voting stock held by non-affiliates of the registrant was approximately $1.7 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, 2012 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
    ... ...Note 9-Other Assets ...Note 10-Deposits ...Note 11-Securities Sold Under Agreements to Repurchase and FHLB Advances and Other Borrowings ...Note 12-Corporate Debt ...Note 13-Other Liabilities ...Note 14-Income Taxes ...Note 15-Shareholders' Equity ...Note 16-Earnings (Loss) per Share ...Note 17...

  • 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
    ... U.S. equities, futures, options, exchange-traded funds, forex and bond orders; FDIC insured sweep deposit accounts that automatically transfer funds to and from customer brokerage accounts; access to E*TRADE Mobile, which allows customers to securely trade, monitor real-time investment, market and...

  • Page 6
    ... checking, savings and money market accounts. • • • • • • • • Corporate Services We offer software and services for managing equity compensation plans for corporate customers. Our Equity Edge OnlineTM platform facilitates the management of employee stock option plans, employee...

  • Page 7
    ... these individuals will also use our retail products and services. Equity Edge OnlineTM was rated #1 in overall satisfaction and loyalty by Group Five, an independent consulting and research firm, in its 2012 Stock Plan Administration Study Industry Report. Market Making Our trading and investing...

  • Page 8
    ...devices and upgrades to our trading platforms. 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, discount brokerage firms, online 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
    ... capital plan. Also on October 9, 2012, the OCC adopted final regulations implementing the requirement for national banks or federal savings associations with over $10 billion in average total consolidated assets, including E*TRADE Bank to conduct company-run stress tests on an annual basis. Under...

  • Page 11
    ... brokerage and banking regulations, see Note 17-Regulatory Requirements of Item 8. Financial Statements and Supplementary Data. 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...

  • Page 12
    ... Financial Statements and Supplementary Data. The fair value of the home equity and one- to four-family loan portfolios was estimated using a modeling technique that discounted future cash flows based on estimated principal and interest payments over the life of the loans, including expected losses...

  • Page 13
    ... of current or future fair value estimates. Certain characteristics of our mortgage loan portfolio indicate an increased risk of loss. For example, at December 31, 2012 approximately 50% and 60% of the one- to four-family and home equity loan portfolios, respectively, had a current loan-to-value...

  • Page 14
    ... 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 were able to stabilize...

  • Page 15
    ... increase our dependence on our more active customers who receive lower pricing. Online investing services to the retail customer, including trading and margin lending, account for a significant portion of our revenues. Turmoil in the global financial markets could lead to changes in volume and 12

  • Page 16
    ... margin receivables. In addition, we frequently borrow securities from and lend securities to other broker-dealers. Under regulatory guidelines, when we borrow or lend securities, we must simultaneously disburse or receive cash deposits. A sharp change in security market values may result in losses...

  • Page 17
    ... in the value of these positions could impact our financial results. Reduced spreads in securities pricing, levels of trading activity and trading through market makers could harm our market maker business. Technological advances, competition and regulatory changes in the marketplace may continue to...

  • Page 18
    ... 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 19
    ... CFPB. 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...

  • Page 20
    ... Services, LLC (G1X). The purpose of the review was to examine whether E*TRADE Securities LLC was providing "best execution" of customer orders as well as otherwise complying with applicable securities laws and dealing appropriately with its market making affiliate under applicable federal bank...

  • Page 21
    ... require 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. In June 2012, the U.S. Federal banking agencies...

  • Page 22
    ... marketing of new products and services. In addition, E*TRADE Clearing LLC and E*TRADE Securities LLC, as operating subsidiaries of E*TRADE Bank, are subject to increased regulatory oversight and the same activity restrictions that are applicable to E*TRADE Bank. Risks Relating to Owning Our Stock...

  • Page 23
    ... our plans for the 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...

  • Page 24
    ... payments from our subsidiaries, which is subject to prevailing economic and competitive conditions, regulatory approval and certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay...

  • Page 25
    ...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 26
    ...the Company, changes to certain corporate governance procedures and various forms of injunctive relief. The parties agreed to settle this action and a Stipulation of Settlement was signed on October 2, 2012, which included an agreement to implement or maintain certain corporate governance procedures...

  • Page 27
    ...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 28
    ...and the total amount of auction rate securities held by E*TRADE Securities LLC customers nationwide was approximately $2.6 million. The Company recorded an estimated liability of $48 million during the year ended December 31, 2011. During the second quarter of 2012, the Company recorded a benefit of...

  • Page 29
    ... Services, LLC (G1X). The purpose of the review was to examine whether E*TRADE Securities LLC was providing "best execution" of customer orders as well as otherwise complying with applicable securities laws and dealing appropriately with its market making affiliate under applicable federal bank...

  • Page 30
    ... could entail considerable cost or the diversion of the efforts of management, either of which could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. The Company maintains insurance coverage that management believes is reasonable...

  • Page 31
    ...Plan") which provides for the grant of nonqualified or incentive stock options, restricted stock awards and restricted stock units to officers, directors and certain key employees and consultants for the purchase of newly issued shares of the Company's common stock at a price determined by the Board...

  • Page 32
    ... at the Company's shareholders' annual meetings in each of those respective years. As of December 31, 2012, 9.8 million shares were available for grant under the 2005 Plan. Performance Graph The following performance graph shows the cumulative total return to a holder of the Company's common stock...

  • Page 33
    ... its direct retail lending business. (Dollars in millions): 2012 2011 December 31, 2010 2009 2008 Variance 2012 vs. 2011 Financial Condition: Available-for-sale securities Held-to-maturity securities Margin receivables Loans receivable, net Total assets Deposits Corporate debt Interest-bearing Non...

  • Page 34
    ... Year Ended December 31, 2012 2011 2010 2009 2008 Variance 2012 vs. 2011 Customer Activity Metrics:(1) DARTs Average commission per trade Margin receivables (dollars in billions) End of period brokerage accounts Net new brokerage accounts Brokerage account attrition rate Customer assets (dollars...

  • Page 35
    ... the value of customer deposits, while continuing to mitigate credit losses in our loan portfolio, and improving the Bank's risk profile. In addition, we do not plan to offer new banking products to customers, including mortgages. • • • • Key Factors Affecting Financial Performance...

  • Page 36
    ... the Year Ended December 31, 2012 2011 2010 Variance 2012 vs. 2011 Customer Activity Metrics: DARTs Average commission per trade Margin receivables (dollars in billions) End of period brokerage accounts Net new brokerage accounts Brokerage account attrition rate Customer assets (dollars in billions...

  • Page 37
    ... 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. Brokerage related cash...

  • Page 38
    ... Enhancements to Our Trading and Investing Products and Services We launched E*TRADE 360, a fully dynamic and customizable online investing dashboard now available to all customers including real-time streaming quotes to all customers; We launched our redesigned public website featuring simplified...

  • Page 39
    ...billion for the year ended December 31, 2012 compared to 2011. Net operating interest income is earned primarily through investing customer cash and deposits in enterprise interest-earning assets, which include: real estate loans, margin receivables, available-forsale securities and held-to-maturity...

  • Page 40
    ...non-interest earning assets(2) Total assets Enterprise interest-bearing liabilities: Deposits: Sweep Deposits Complete savings deposits Other money market and savings deposits Checking deposits Certificates of deposit Customer payables Securities sold under agreements to repurchase Federal Home Loan...

  • Page 41
    ... trade types (e.g. equities, options, fixed income, stock plan, exchange-traded funds, mutual funds, forex and cross border). Accordingly, changes in the mix of trade types will impact average commission per trade. DART volume decreased 12% to 138,112 for the year ended December 31, 2012 compared...

  • Page 42
    ... in trading volume, partially offset by an increase in average revenue per share earned. Gains on Loans and Securities, Net Gains on loans and securities, net increased 67% to $200.4 million for the year ended December 31, 2012 compared to 2011. We recognized additional gains from securities sold...

  • Page 43
    ...14.9 million of net impairment during the years ended December 31, 2012 and 2011, respectively, on certain securities in our non-agency CMO portfolio due to continued deterioration in the expected credit performance of the underlying loans in those specific securities. The gross other-than-temporary...

  • Page 44
    ... Executive Officer that was recorded during the year ended December 31, 2012. Clearing and Servicing Clearing and servicing decreased 13% to $128.6 million for the year ended December 31, 2012 compared to 2011. These decreases resulted primarily from lower trading volumes and lower loan balances...

  • Page 45
    ... year ended December 31, 2012 compared to 15.4% in 2011. During the first quarter of 2012, we recorded an income tax benefit of $26.3 million related to certain losses on the 2009 Debt Exchange that were previously considered non-deductible. Through additional research completed in the first quarter...

  • Page 46
    ... and the balance sheet management segment became profitable in 2012. In addition, we continue to realize the benefit of various credit loss mitigation activities for the mortgage loans purchased in 2007 and prior, most notably, actively reducing or closing unused home equity lines of credit and...

  • Page 47
    ... that were recorded in the third quarter of 2012 due to amended tax returns we filed that related primarily to additional tax deductions on the 2009 Debt Exchange and additional tax losses on bad debts. Section 382 imposes an annual limitation on the use of a corporation's NOLs, certain recognized...

  • Page 48
    ...-earning assets increased 4% to $42.7 billion for the year ended December 31, 2011 compared to 2010. This was primarily a result of the increases in average margin receivables and average available-for-sale and held-to-maturity securities, offset by decreases in average loans and average cash...

  • Page 49
    ... by a favorable mix of trading volume and revenue earned per share, as well 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...

  • Page 50
    ... 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 Provision for loan losses decreased 43% to $440...

  • Page 51
    ... millions): Variance 2011 vs. 2010 Amount % Year Ended December 31, 2011 2010 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 (expense) * Percentage not...

  • Page 52
    ... retail brokerage products and services; investor-focused banking products; market making; and corporate services. Balance sheet management includes the management of asset allocation; loans previously originated by the Company or purchased from third parties; customer cash and deposits; and credit...

  • Page 53
    ... 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 Brokerage account attrition rate Customer assets (dollars in billions) Net new brokerage assets...

  • Page 54
    ... estimate and a $10.2 million benefit was recorded during the year ended December 31, 2012. As of December 31, 2012, we had approximately 2.9 million brokerage accounts, 1.1 million stock plan accounts and 0.4 million banking accounts. For the years ended December 31, 2012 and 2011, our brokerage...

  • Page 55
    ... earned on available-for-sale and held-to-maturity securities and loans receivable, net of interest paid on wholesale borrowings and on a deposit transfer pricing arrangement with the trading and investing segment. The balance sheet management segment utilizes the vast majority of customer cash...

  • Page 56
    ...net impairment during the year ended December 31, 2012 and 2011, respectively, on certain securities in the non-agency CMO portfolio due to continued deterioration in the expected credit performance of the underlying loans in those specific securities. Provision for loan losses decreased 20% to $354...

  • Page 57
    ... costs that are centrally-managed, technology related costs incurred to support centrally-managed functions, restructuring and other exit activities, corporate debt and corporate investments. 2012 Compared to 2011 The corporate/other loss before income taxes was $686.2 million for the year ended...

  • Page 58
    ... 31, 2012 2011 Variance 2012 vs. 2011 Amount % Assets: Cash and equivalents Segregated cash Securities(1) Margin receivables Loans receivable, net Investment in FHLB stock Other(2) Total assets Liabilities and shareholders' equity: Deposits Wholesale borrowings(3) Customer payables Corporate debt...

  • Page 59
    ...in held-to-maturity securities was due primarily to an increase of $2.6 billion in agency mortgage-backed securities and CMOs. The purchases of securities were driven primarily by the increase in customer deposits during the first nine months of 2012, which we invested in available-for-sale and held...

  • Page 60
    ...strategy of reducing balance sheet risk by allowing the loan portfolio to pay down, which we plan to do for the foreseeable future. During the year ended December 31, 2012, the allowance for loan losses decreased by $342.1 million from the level at December 31, 2011. During the first quarter of 2012...

  • Page 61
    ... initiatives and consisted of sweep deposits and customer payables that were transferred off of the balance sheet during the year ended December 31, 2012 in addition to customer cash that is being directed to third party money funds upon new account opening. Wholesale Borrowings Wholesale borrowings...

  • Page 62
    ... the year ended December 31, 2012 is summarized as follows (dollars in millions): Common Stock / Additional Paid-In Capital Accumulated Deficit / Other Comprehensive Loss Total Beginning balance, December 31, 2011 Net loss Net change from available-for-sale securities Net change from cash flow...

  • Page 63
    ... E*TRADE Bank through deleveraging the balance sheet by a reduction in wholesale borrowings, retail deposits and customer payables. We submitted an initial long-term strategic and capital plan to the OCC and Federal Reserve during the second quarter of 2012. The plan included: our five-year business...

  • Page 64
    ... Liquidity available to the Company from its subsidiaries is limited by regulatory requirements. In addition, neither E*TRADE Bank nor its subsidiaries may pay dividends to the parent company without approval from its regulators. Loans by E*TRADE Bank to the parent company and its other non-bank...

  • Page 65
    ... ratios are non-GAAP measures as the parent company is not yet held to these regulatory capital requirements and are calculated as follows (dollars in millions): 2012 December 31, 2011 2010 Shareholders' equity Deduct: Losses in other comprehensive income on available-for-sale debt securities...

  • Page 66
    ... capital plan. Also on October 9, 2012, the OCC adopted final regulations implementing the requirement for national banks or federal savings associations with over $10 billion in average total consolidated assets, including E*TRADE Bank, to conduct company-run stress tests on an annual basis. Under...

  • Page 67
    ... maintain uncommitted lines of credit with unaffiliated banks to finance margin lending, with available balances subject to approval when utilized. At December 31, 2012, there were no outstanding balances. We rely on borrowed funds, from sources such as securities sold under agreements to repurchase...

  • Page 68
    ...$0.3 billion of unused lines of credit available to customers under home equity lines of credit and $0.3 billion of unused consumer and other lines. As of December 31, 2012, the Company had no commitments to purchase or originate loans and had a commitment to sell mortgage loans of $1.0 million. The...

  • Page 69
    ... in our investment securities portfolio. We are not currently purchasing non-agency CMOs for investment. Even though the portfolio is running off, impairments are likely to continue in the future. We extend margin loans to our brokerage customers which exposes us to the risk of credit losses in the...

  • Page 70
    ... for loan losses of $50 million in the third quarter of 2012. We have an initiative to assess our servicing relationships and, where appropriate, transfer certain mortgage loans to servicers that specialize in managing troubled assets. We believe this initiative has improved and will continue to...

  • Page 71
    ... trading transactions in our market making business, reduced spreads in securities pricing, and in our limited securities underwriting activities. See Item 7A. Quantitative and Qualitative Disclosures about Market Risk for additional information about our market risks. Operational Risk Management...

  • Page 72
    ... businesses, including market making, securities lending and margin lending; turmoil in the global financial markets which could reduce trade volumes and margin borrowing and increase our dependence on our more active customers who receive lower pricing; and new entrants into the discount brokerage...

  • Page 73
    ...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 74
    ... $30 million of one- to four-family and home equity loans, respectively. One- to Four-Family December 31, 2012 2011 Home Equity December 31, 2012 2011 Acquisition Channel Purchased from a third party Originated by the Company Total mortgage loans receivable $4,484.3 957.9 $5,442.2 $5,420.8 1,195...

  • Page 75
    ...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 76
    ...of December 31, 2012 and 2011 (dollars in millions): TDRs Current TDRs 30-89 Days Delinquent TDRs 90-179 Days Delinquent TDRs 180+ Days Delinquent Total Recorded Investment in TDRs December 31, 2012 One- to four-family Home equity Total December 31, 2011 One- to four-family Home equity Total $ 927...

  • Page 77
    ... to the estimated current value of the underlying property less estimated costs to sell. These charge-offs were recorded on modified loans that were delinquent in excess of 180 days or in bankruptcy and on TDRs when certain characteristics of the loan, including CLTV, borrower's credit and type of...

  • Page 78
    ... level of risk to loans in which the LTV or CLTV is greater than 110%, a borrower's credit score is less than 600 and certain types of modifications, such as interest-only payments and terms longer than 30 years. Closed-end consumer loans are charged-off when the loan has been 120 days delinquent...

  • Page 79
    ...to the estimated current value of the underlying property less estimated selling costs, or approximately $40 million, during the third quarter of 2012. These newly identified bankruptcy filings resulted in an increase to net charge-offs and provision for loan losses of $50 million for the year ended...

  • Page 80
    ...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, 2012 2011 One- to four-family Home equity...

  • Page 81
    ... quarter of 2012, which also decreased the loans receivable balance. 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. Securities...

  • Page 82
    ... cost of non-agency debt securities, municipal bonds and corporate bonds by average credit ratings and type of asset as of December 31, 2012 and 2011 (dollars in millions): Below Investment Grade and Non-Rated December 31, 2012 AAA AA A BBB Total Non-agency CMOs Municipal bonds and corporate...

  • Page 83
    ...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 84
    ... 2012, we determined the fair value of our reporting units using both a discounted cash flow analysis, a form of the income approach, and the publicly traded company method, a form of the market approach, combined with a control premium. The discounted cash flow analysis required management to make...

  • Page 85
    ... the trading and investing segment (dollars in millions): December 31, 2012 Reporting Unit Goodwill % of Fair Value to Book Value Retail Brokerage Market Making Total goodwill $1,791.8 142.4 $1,934.2 190% 115% We also evaluate the remaining useful lives on intangible assets each reporting period...

  • Page 86
    ... and the balance sheet management segment became profitable in 2012. In addition, we continue to realize the benefit of various credit loss mitigation activities for the mortgage loans purchased in 2007 and prior, most notably, actively reducing or closing unused home equity lines of credit and...

  • Page 87
    ... income (loss). For the year ended December 31, 2012, we recognized $16.9 million of net impairment on certain securities in the non-agency CMO portfolio. Judgments Our evaluation of whether we intend to sell an impaired debt security considers whether management has decided to sell the security as...

  • Page 88
    ... in the gains on loans and securities, net line item in the consolidated statement of income (loss). Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the consolidated balance sheet. The effective portion of the changes in fair value of the derivative...

  • Page 89
    ...31, 2012. Our 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...

  • Page 90
    ...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 on Equity and Assets Short-Term...

  • Page 91
    ...: Loans(1) Available-for-sale securities Held-to-maturity securities Margin receivables Cash and equivalents Segregated cash Securities borrowed and other Total enterprise interest-earning assets(2) Enterprise interest-bearing liabilities: Deposits Customer payables Securities sold under agreements...

  • Page 92
    ...-family Home equity Consumer and other Total loans receivable Securities $1,142.4 840.2 726.1 $2,708.7 $4,175.3 3,194.8 7.2 $7,377.3 $ 5,317.7 4,035.0 733.3 $10,086.0 Our portfolio of mortgage-backed and investment securities is classified into three categories: trading, available-for-sale or...

  • Page 93
    ...): 2012 Amortized Cost Fair Value December 31, 2011 Amortized Cost Fair Value 2010 Amortized Cost Fair Value Available-for-sale securities: Residential mortgage-backed securities: Agency mortgage-backed securities and CMOs Non-agency CMOs Total residential mortgage-backed securities Investment...

  • Page 94
    ... values and current yields for the Company's available-for-sale and held-to-maturity investment portfolio at December 31, 2012 (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 95
    ... a balance of $25 or more or a trade in the last six months. Active Trader-The customer group that includes those who execute 30 or more 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...

  • Page 96
    ...new brokerage accounts, divided by total brokerage accounts at the previous period end. CAMELS rating-A U.S. supervisory rating of a bank's overall condition. The components of the rating consist of Capital adequacy, Asset quality, Management, Earnings, Liquidity and Sensitivity to market risk. Cash...

  • Page 97
    ... customer cash held by third parties. Exchange-traded funds ("ETFs")-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 transaction between market...

  • Page 98
    ... 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 Association. NASDAQ...

  • Page 99
    ... our corporate services business, which provides 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...

  • Page 100
    ... ratios. Tier 1 capital equals: total shareholders' equity, plus/(less) unrealized losses (gains) on available-for-sale securities and cash flow hedges and qualifying restricted core capital elements, less disallowed servicing and deferred tax assets, goodwill and certain other intangible assets...

  • Page 101
    ... of funding. Key deposit products include sweep accounts, complete savings accounts and other money market and savings accounts. Wholesale borrowings include securities sold under agreements to repurchase and FHLB advances. Other sources of funding include customer payables, which is customer cash...

  • Page 102
    ... 100 basis points. The change in EVE amounts fluctuate based on the parallel shifts in interest rates primarily due to the change in timing of cash flows in the Company's residential loan and mortgage-backed securities portfolios. Expected prepayment rates on residential mortgage loans and mortgage...

  • Page 103
    ..., E*TRADE Bank's Board of Directors must be promptly notified of the exception and the planned resolution. Market Risk Equity Securities 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...

  • Page 104
    ... 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 105
    ... 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, 2012 of the Company and our report dated February 26...

  • Page 106
    ... consolidated balance sheets of E*TRADE Financial Corporation and subsidiaries (the "Company") as of December 31, 2012 and 2011, 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 107
    ... STATEMENT OF INCOME (LOSS) (In thousands, except per share amounts) 2012 Year Ended December 31, 2011 2010 Revenue: Operating interest income Operating interest expense Net operating interest income Commissions Fees and service charges Principal transactions Gains on loans and securities...

  • Page 108
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (In thousands) Year Ended December 31, 2012 2011 2010 Net income (loss) Other comprehensive income (loss) Available-for-sale securities: OTTI, net(1) Noncredit portion of OTTI reclassification (into...

  • Page 109
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands, except share data) December 31, 2012 2011 ASSETS Cash and equivalents Cash required to be segregated under federal or other regulations Trading securities Available-for-sale securities (includes securities ...

  • Page 110
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (In thousands) Common Stock Shares Amount Additional Paid-in Capital Accumulated Other Total Accumulated Comprehensive Shareholders' Deficit Loss Equity Balance, December 31, 2009 189,397 $1,894 $6,275,157...

  • Page 111
    ...loans and securities, net and gains on sales of investments, net Equity in (income) 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: Decrease (increase) in cash required...

  • Page 112
    E*TRADE FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS-(Continued) (In thousands) 2012 Year Ended December 31, 2011 2010 Cash flows from financing activities: Net increase in deposits Sale of deposits Net decrease in securities sold under agreements to repurchase ...

  • Page 113
    ... 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 114
    ...1% of the Company's total operating expenses for each of the years ended December 31, 2012, 2011 and 2010. Use of Estimates-The consolidated financial statements were prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the...

  • Page 115
    ... current value of the underlying property less estimated costs to sell. TDRs are charged-off when certain characteristics of the loan, including CLTV, borrower's credit and type of modification, cast substantial doubt on the borrower's ability to repay the loan. Closed-end consumer loans are charged...

  • Page 116
    ... nonperforming until six consecutive payments have been made. Allowance for Loan Losses-The allowance for loan losses is management's estimate of probable losses inherent in the loan portfolio as of the balance sheet date. The Company's segments are one- to four-family, home equity and consumer and...

  • Page 117
    ... the loan portfolio; the interest rate climate; the overall availability of housing credit; and general economic conditions. The 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, delinquency...

  • Page 118
    ...of carrying value or fair value, less estimated costs to sell. 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...

  • Page 119
    ... to customers and non-customers represent credit balances in customer accounts arising from deposits of funds and sales of securities and other funds pending completion of securities transactions. Customer payables primarily represent customer cash contained within the Company's broker-dealer...

  • Page 120
    ...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 121
    ...years. As of December 31, 2012, 9.8 million shares were available for grant under the 2005 Plan. The Company records share-based payments expense in accordance with the stock compensation accounting guidance. The Company records compensation cost at the grant date fair value of a share-based payment...

  • Page 122
    ... IFRSs. The amended guidance changes the descriptions of certain requirements in GAAP for measuring fair value and the requirements for disclosing information about fair value measurement. The amended accounting guidance became effective January 1, 2012 for the Company, and was applied prospectively...

  • Page 123
    ... (dollars in thousands): 2012 Year Ended December 31, 2011 2010 Operating interest income: Loans Available-for-sale securities Held-to-maturity securities Margin receivables Securities borrowed and other Total operating interest income(1) Operating interest expense: Securities sold under agreements...

  • Page 124
    ... with market observable data, including recent market transactions when available. The Company also utilized a pricing service to corroborate the market observability of the Company's inputs used in the fair value measurements. The valuations of non-agency CMOs reflect the Company's best estimate of...

  • Page 125
    ... in Level 2 and Level 3 of the fair value hierarchy. The Company's portfolio management group determines the fair value measurements using a discounted cash flow methodology for non-agency CMOs on a monthly basis with market observable data to the extent available, and a pricing service is...

  • Page 126
    ... and REO 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 underlying property less estimated costs to sell has been charged-off; and...

  • Page 127
    ... Level 2 Level 3 Total Fair Value December 31, 2012: Recurring fair value measurements: 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...

  • Page 128
    ...was recorded during the period. The following table presents the losses associated with the assets measured at fair value on a nonrecurring basis during the years ended December 31, 2012, 2011 and 2010 (dollars in thousands): 2012 December 31, 2011 2010 One- to four-family Home equity Total losses...

  • Page 129
    ... present additional information about Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2012, 2011 and 2010 (dollars in thousands): Available-for-sale Securities Non-agency CMOs Opening balance, January 1, 2012 Losses recognized in earnings...

  • Page 130
    ... in market activity for the securities. Non-agency CMOs transferred out of Level 3 because observable market data became available for those securities. Available-for-sale Securities Agency Mortgage-backed Securities and Non-agency Corporate CMOs CMOs Investments Trading Securities Opening balance...

  • Page 131
    ...-maturity securities Margin receivables Loans receivable, net: One- to four-family Home equity Consumer and other Total loans receivable, net(1) Investment in FHLB stock Liabilities Deposits Securities sold under agreements to repurchase Customer payables FHLB advances and other borrowings Corporate...

  • Page 132
    ... value is estimated by discounting future cash flows at the rate implied by dealer pricing quotes. For margin collateral, overnight and other short-term borrowings, fair value approximates carrying value. Corporate debt-Fair value is estimated using dealer pricing quotes. The fair value of the non...

  • Page 133
    ... Losses Amortized Cost Fair Value December 31, 2012: Available-for-sale securities: Residential mortgage-backed securities: Agency mortgage-backed securities and CMOs Non-agency CMOs Total residential mortgage-backed securities Investment securities: Agency debentures Agency debt securities...

  • Page 134
    ...of all available-for-sale and held-to-maturity debt securities at December 31, 2012 are shown below (dollars in thousands): Amortized Cost Fair Value Available-for-sale securities: Due within one to five years Due within five to ten years Due after ten years Total available-for-sale securities Held...

  • Page 135
    ...Unrecognized Fair Value Losses Fair Value Losses Fair Value Losses December 31, 2012: Available-for-sale securities: Residential mortgage-backed securities: Agency mortgage-backed securities and CMOs Non-agency CMOs Investment securities: Agency debentures Corporate bonds Total temporarily impaired...

  • Page 136
    ... any individual unrealized loss in the available-for-sale or unrecognized loss in the held-to-maturity portfolio as of December 31, 2012 represents a credit loss. The credit loss component is the difference between the security's amortized cost basis and the present value of its expected future cash...

  • Page 137
    ... 2010 are as follows (dollars in thousands): Year Ended December 31, 2012 2011 2010 Gains 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) on trading securities, net Hedge...

  • Page 138
    .... In economic conditions in which housing prices generally appreciate, the Company believes that loan type, LTV/CLTV ratios, documentation type and credit scores are the key factors in determining future loan performance. In a housing market with declining home prices and less credit available for...

  • Page 139
    ... 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 140
    ...$30 million of one- to four-family and home equity loans, respectively. One- to Four-Family December 31, 2012 2011 Home Equity December 31, 2012 2011 Acquisition Channel Purchased from a third party Originated by the Company Total mortgage loans receivable $ 4,484,322 957,852 $ 5,442,174 $ 5,420...

  • Page 141
    ... review resulted in a significant increase in charge-offs during the first quarter of 2012, which also decreased the loans receivable balance. Nonperforming Loans The Company classifies loans as nonperforming when they are no longer accruing interest. Nonaccrual loans include loans that are 90 days...

  • Page 142
    ...by loan portfolio of the allowance for loan losses for the years ended December 31, 2012, 2011 and 2010 (dollars in thousands): One- to Four-Family Year Ended December 31, 2012 Home Consumer Equity and Other Total Allowance for loan losses, beginning of period Provision for loan losses Charge-offs...

  • Page 143
    ... TDRs include loan modifications completed under the Company's programs that involve granting an economic concession to a borrower experiencing financial difficulty. Beginning in the fourth quarter of December 31, 2012, loans that have been charged off based on the estimated current value of the...

  • Page 144
    ... value is equal to or exceeds the recorded investment in the loan. Troubled Debt Restructurings - Loan Modifications The Company has loan modification programs that focus on the mitigation of potential losses in the one- to four-family and home equity mortgage loan portfolio. The Company currently...

  • Page 145
    ... $27,498 $496,136 125,966 $622,102 Principal Forgiven Year Ended December 31, 2012 Financial Impact Pre-Modification Weighted Post-Modification Weighted Average Interest Rate Average Interest Rate One- to four-family Home equity Total $16,624 97 $16,721 5.9% 4.4% 2.3% 1.5% Principal Forgiven...

  • Page 146
    ...payment default within 12 months after the modification for the years ended December 31, 2012 and 2011 (dollars in thousands): Year Ended December 31, 2012 2011 Number of Recorded Number of Recorded Loans Investment Loans Investment One- to four-family(1) Home equity(2) Total (1) 260 367 627 $100...

  • Page 147
    ... consolidated balance sheet at December 31, 2012 and 2011 (dollars in thousands): Fair Value Notional Asset(1) Liability(2) Net(3) December 31, 2012 Interest rate contracts: Cash flow hedges: Purchased options Pay-fixed rate swaps Total cash flow hedges Fair value hedges: Pay-fixed rate swaps Total...

  • Page 148
    ... loss attributable to cash flow hedges by type of hedged item at December 31, 2012 and 2011 (dollars in thousands): December 31, 2012 2011 Repurchase agreements FHLB advances Home equity lines of credit Other Total balance of cash flow hedges, before tax Tax benefit Total balance of cash...

  • Page 149
    ... gains on loans and securities, net line item on the consolidated statement of income (loss). Credit Risk Impact on Fair Value Measurements Credit risk is an element of the recurring fair value measurements for certain assets and liabilities, including derivative instruments. Credit risk is managed...

  • Page 150
    ... capitalized internally developed software costs. These costs were $55.2 million, $54.8 million and $54.6 million for the years ended December 31, 2012, 2011 and 2010, respectively. Completed projects are carried at cost and are amortized on a straight-line basis over their estimated useful lives of...

  • Page 151
    ... was assigned to reporting units within the balance sheet management segment for the years ended December 31, 2012 and 2011. As of December 31, 2012, there were no accumulated impairment losses related to the trading and investment segment. The Company's accumulated impairment losses related to its...

  • Page 152
    ... cash surrender value. NOTE 10-DEPOSITS Deposits are summarized as follows (dollars in thousands): Amount December 31, 2012 2011 Weighted-Average Rate December 31, 2012 2011 Sweep deposits(1) Complete savings deposits Checking deposits Other money market and savings deposits Time deposits(2) Total...

  • Page 153
    ... is the FDIC deposit insurance coverage limit, were as follows (dollars in thousands): >= $100,000 December 31, 2012 2011 >= $250,000 December 31, 2012 2011 Three months or less Three through six months Six through twelve months Over twelve months Total certificates of deposit $ 1,421 2,666 5,412...

  • Page 154
    ...of its shareholders' equity. During the year ended December 31, 2012, the Company paid down in advance of maturity $100 million of its fixed-rate repurchase agreements for which losses on early extinguishment of debt of $8.2 million was recorded. This loss was recorded in the gains (losses) on early...

  • Page 155
    ... 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 holdings for its members and makes a determination regarding quarterly redemption of...

  • Page 156
    ... 2013 ("7 3⁄ 8% Notes") including paying the associated redemption premium, accrued interest and related fees and expenses. The Company recorded a $3.1 million gain on early extinguishment of debt related to the redemption of the 7 3⁄ 8% Notes for the year ended December 31, 2011. 6% Senior...

  • Page 157
    ...or any portion of the debentures at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. During the years ended December 31, 2012 and 2011, $0.4 million and $660.9 million of the Company's convertible debentures were converted into less...

  • Page 158
    ... tax expense (benefit) for the years ended December 31, 2012, 2011 and 2010 were as follows (dollars in thousands): Year Ended December 31, 2012 2011 2010 Current: Federal State Foreign Total current Deferred: Federal State Foreign Total deferred Non-current tax expense Income tax expense (benefit...

  • Page 159
    ...for the years ended December 31, 2012, 2011 and 2010 (dollars in thousands): Year Ended December 31, 2012 2011 2010 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...

  • Page 160
    ...table (dollars in thousands): December 31, 2012 2011 Deferred tax assets: Reserves and allowances, net Net operating losses Deferred compensation Tax credits Basis differences in investments Restructuring reserve and related write-downs Capitalized interest Other Total deferred tax assets Valuation...

  • Page 161
    ...the balance sheet management segment became profitable in 2012. In addition, the Company continues to realize the benefit of various credit loss mitigation activities for the mortgage loans purchased in 2007 and prior, most notably, actively reducing or closing unused home equity lines of credit and...

  • Page 162
    ...NOLs that were recorded in the third quarter of 2012 due to amended tax returns filed related primarily to additional tax deductions on the 2009 Debt Exchange and additional tax losses on bad debts. Section 382 imposes an annual limitation on the use of a corporation's NOLs, certain recognized built...

  • Page 163
    ...Loss The following tables present after-tax changes in each component of accumulated other comprehensive loss for the years ended December 31, 2012, 2011 and 2010 (dollars in thousands): Available-for-sale Securities Cash Flow Hedging Instruments Foreign Currency Translation Total Beginning balance...

  • Page 164
    ...shares outstanding Basic earnings (loss) per share Diluted: Net income (loss) 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...

  • Page 165
    ... for the Company's broker-dealer subsidiaries at December 31, 2012 and 2011 (dollars in thousands): Required Net Capital Net Capital Excess Net Capital December 31, 2012: E*TRADE Clearing LLC(1) E*TRADE Securities LLC(1) G1 Execution Services, LLC(2) Other broker-dealers Total December 31...

  • Page 166
    ... beyond management's control, such as a continued deterioration in residential real estate and credit markets, could adversely affect future earnings and E*TRADE Bank's ability to meet its future capital requirements. E*TRADE Bank's actual and required capital amounts and ratios at December 31, 2012...

  • Page 167
    ... for renewal options and rent escalations based on increases in certain costs incurred by the lessor. Rent expense, net of sublease income, was $22.6 million, $19.6 million and $22.6 million for the years ended December 31, 2012, 2011 and 2010, respectively. Rent expense, which is recorded in the...

  • Page 168
    ...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 169
    ...the Company, changes to certain corporate governance procedures and various forms of injunctive relief. The parties agreed to settle this action and a Stipulation of Settlement was signed on October 2, 2012, which included an agreement to implement or maintain certain corporate governance procedures...

  • Page 170
    ... 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 171
    ...constituted Colorado's share of the total NASAA state settlement amount of $5 million, and to reimburse the Colorado Division of Securities' costs associated with the administrative action in the amount of $596,580. Under the terms of the Consent Order, E*TRADE Securities LLC offered to purchase (or...

  • Page 172
    ... Services, LLC (G1X). The purpose of the review was to examine whether E*TRADE Securities LLC was providing "best execution" of customer orders as well as otherwise complying with applicable securities laws and dealing appropriately with its market making affiliate under applicable federal bank...

  • Page 173
    ... to fund low income housing tax credit partnerships and other limited partnerships as of December 31, 2012. Securities, Unused Lines of Credit and Certificates of Deposit At December 31, 2012, the Company had commitments to purchase $0.3 billion in securities and commitments to sell $0.3 billion...

  • Page 174
    ... (loss) before income taxes. Financial information for the Company's reportable segments is presented in the following tables (dollars in thousands): Year Ended December 31, 2012 Balance Sheet Corporate/ Management Other Trading and Investing Total Net operating interest income Total non-interest...

  • Page 175
    ... Trading and Investing Year Ended December 31, 2010 Balance Sheet Corporate/ Management Other Total Net operating interest income Total non-interest income Total net revenue Provision for loan losses Total operating expense Income (loss) before other income (expense) and income taxes Total other...

  • Page 176
    NOTE 21-CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY) The following presents the Parent's condensed statement of comprehensive income (loss), balance sheet and statement of cash flows: CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (In thousands) Year Ended December 31, 2012 2011 2010 ...

  • Page 177
    ...) Year Ended December 31, 2012 2011 2010 Cash flows from operating activities: Net income (loss) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization Equity in undistributed income from subsidiaries (Gains) losses on...

  • Page 178
    ... additional research completed during the three months ended March 31, 2012, the Company identified that a portion of those losses were incorrectly treated as non-deductible in 2009 and are deductible for tax purposes. As a result of this finding, the Company recorded an income tax benefit and...

  • Page 179
    (b) Our Chief Executive Officer and our Chief Financial Officer have evaluated the changes to the Company's internal control over financial reporting that occurred during our last fiscal quarter ended December 31, 2012, as required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15, and have ...

  • Page 180
    ...'s Current Report on Form 8-K filed on November 14, 2012.) Executive Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 of the Company's Form 10-K filed February 24, 2010.) [redacted] Master Service Agreement and Global Services Schedule, dated April 9, 2003, between E*TRADE Group...

  • Page 181
    ... Report on Form 8-K filed on May 31, 2005.) Executive Bonus Plan (Incorporated by reference to Exhibit 10.67 to the Company's Current Report on Form 8-K filed on May 31, 2005.) Master Investment and Securities Purchase Agreement, dated November 29, 2007 by and between E*TRADE Financial Corporation...

  • Page 182
    Exhibit Number Description *101.INS *101.SCH *101.CAL *101.DEF *101.LAB *101.PRE XBRL Instance... XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document * Filed herein. + Exhibit is a management contract or a compensatory plan or arrangement. 179

  • Page 183
    ... Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 26, 2013 E*TRADE Financial Corporation (Registrant) By /s/ Paul T. Idzik Paul T. Idzik Chief Executive Officer (Principal Executive...

  • Page 184
    ... Rebecca Saeger /S/ JOSEPH L. SCLAFANI Joseph L. Sclafani Director February 26, 2013 /S/ JOSEPH M. VELLI Joseph M. Velli Director February 26, 2013 /S/ DONNA L. WEAVER Donna L. Weaver Director February 26, 2013 /S/ STEPHEN H. WILLARD Stephen H. Willard Director February 26, 2013 181

  • Page 185
    ... shall be held each year on such date and at such time as the Board of Directors or an officer authorized by the Board of Directors determines. If this date shall fall upon a legal holiday at the place of the meeting, then such meeting shall be held on the next succeeding business day at the same...

  • Page 186
    ... number may be required by law, the rules of any stock exchange upon which the corporation's securities are listed, the Certificate of Incorporation or these Bylaws, the holders of a majority of the voting power of all of the shares of the capital stock of the corporation issued and outstanding...

  • Page 187
    ... brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder of record of the corporation (a "Record Stockholder") at the time of the giving of the notice required in the following paragraph, who is entitled to...

  • Page 188
    ... set forth in the Solicitation Statement required by this Section 1.08(a). To be timely, a Record Stockholder's notice must be received by the Secretary at the principal executive offices of the corporation not later than the close of business one hundred and twenty (120) days nor earlier than the...

  • Page 189
    ... than an asset-based fee) that each such party is directly or indirectly entitled to based on any increase or decrease in the value of shares of the corporation of Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of each...

  • Page 190
    ... close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation. In no event shall an adjournment, or postponement of an annual meeting for which notice has been given, commence a new time period for the giving of a Record Stockholder...

  • Page 191
    ... record's notice required by the preceding sentence shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement...

  • Page 192
    ...number, electronic mail address, or business or home address, as applicable at least 12 hours in advance of the meeting, or by written notice mailed to his or her business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors...

  • Page 193
    ...the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request...

  • Page 194
    .... Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted...

  • Page 195
    ... Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar. Section 4.04. Record Date. In order...

  • Page 196
    ... if the Delaware Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made...

  • Page 197
    ... such person against such expense, liability or loss under the Delaware Law. Section 5.06. Indemnification of Employees and Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement...

  • Page 198
    ... 6.02. Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors. Section 6.03. Execution of Instruments. The Chief Executive Officer, the Chief Financial Officer, any Executive Vice President or the Secretary, shall have power to execute and deliver...

  • Page 199
    ... In such capacity, Executive shall report directly to the Board of Directors (the "Board") of the Company and shall have and perform the authority and duties normally accorded to such position in a manner consistent with applicable regulatory requirements and sound business practices. On or promptly...

  • Page 200
    ... shall have the opportunity to earn an annual performance-based cash bonus, depending on Executive and the Company meeting performance targets for the applicable year as established by the Board or its Compensation Committee. Executive's annual cash bonus target amount shall be $3,000,000 (the...

  • Page 201
    ... the end of the Term, then subject to Executive signing and not revoking the Release, Executive shall receive the following severance benefits: (i) a lump sum cash severance payment equal to one times the sum of (x) Executive's annual Base Salary at the time of termination and (y) Executive's Annual...

  • Page 202
    ... end of the Term and, unless the Company has Cause to terminate Executive's employment, Executive shall be entitled to receive, subject to Executive signing and not revoking the Release, (A) a lump sum cash severance payment equal to the sum of Executive's annual Base Salary and Executive's Annual...

  • Page 203
    ...extent required in order to comply with Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following such termination date shall instead be paid (together with interest at the then current six-month LIBOR rate) on the first business day...

  • Page 204
    ..., if applicable, the Excise Tax). The determination of any reduction in the Total Payments shall be made at the Company's cost by the Company's independent public accountants or another firm designated by the Company and reasonably approved by Executive, and may be determined using reasonable, good...

  • Page 205
    ... "Cause" was not known at the time of the termination, and the Company will pay no severance. (b) "Change in Control" shall mean the occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended...

  • Page 206
    ... agreement (or the date of the public announcement of a tender offer that is not approved by the Incumbent Directors) that results in such Change in Control or 60 days prior to the consummation of such Change in Control. (e) "Good Reason" shall mean any of the following conditions without Executive...

  • Page 207
    ..., directors, officers, employees, agents, successors and assigns substantially in a form (including nondisparagement provisions) reasonably acceptable to the Company, which has been signed by Executive and not revoked within the applicable revocation period; provided that such Release shall...

  • Page 208
    ... its attorneys' fees and costs incurred in any action brought to enforce any right arising out of this Agreement. The Company shall pay Executive's reasonable legal fees in connection with the review and negotiation of this Agreement. 11. No Mitigation or Offset. Executive shall not be required to...

  • Page 209
    ... the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any...

  • Page 210
    ...manner as to make this Agreement, as so modified, legal and enforceable under applicable laws. The remainder of this Agreement shall continue in full force and effect. (i) Construction. The language of this Agreement and of each and every paragraph, term and provision of this Agreement shall, in all...

  • Page 211
    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written below. Dated: January 17, 2013 E*TRADE FINANCIAL CORPORATION /S/ FRANK J. PETRILLI By: Name: Frank J. Petrilli Title: Chairman and Interim Chief Executive Officer Dated: January 16, 2013 /S/ PAUL T. IDZIK ...

  • Page 212
    Schedule 1 - Relocation Benefits Up to 12 round-trip transatlantic air tickets during the first 7 months of employment, for use by Executive and/or his wife Company-paid annual tax preparation assistance for U.S. and U.K. returns Up to 6 months of appropriate temporary housing in New York ...

  • Page 213
    ... Ended 12/31/10 YEAR Ended 12/31/09 YEAR Ended 12/31/08 Fixed charges: Interest expense Amortization of debt issue expense Estimated interest portion within rental expense Preference securities dividend requirements of consol. subs Total fixed charges Earnings: Income (loss) before income taxes...

  • Page 214
    Exhibit 14.1 Code of Professional Conduct E*TRADE FINANCIAL CORPORATION Corporate Policies and Procedures

  • Page 215
    COPYRIGHT 2002, 2004, 2006, 2008, 2010, 2012 E*TRADE Financial Corporation New York, NY Revised December 6, 2012

  • Page 216
    ... 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 Management and Records Retention Requirements Antitrust and Trade...

  • Page 217
    ... Misusing Inside Information The Restricted List OUTSIDE BUSINESS ACTIVITIES Outside Directorships, Industry-Related Organizations, Residential Boards and Charities EMPLOYEE TRADING E*TRADE Employee Trading Policies and Practices The Restricted List Transactions in E*TRADE Securities ACKNOWLEDGEMENT...

  • Page 218
    ... each employee, temporary agency employee, contractor and director of ETFC adhere to all applicable laws, rules and regulations (including, but not limited to those promulgated by Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority ("FINRA"), the Office of...

  • Page 219
    ... and 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 conduct...

  • Page 220
    ... 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 221
    ... a number of jurisdictions, 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...

  • Page 222
    ... of any 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...

  • Page 223
    ... Fed rules. Insider Trading Federal law and E*TRADE policy prohibits any E*TRADE employee from acting upon material non-public information to benefit yourself or others. Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an...

  • Page 224
    ...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 225
    ... not limited to money. Payment includes "anything of value" including non-monetary gifts, free trips and other forms of non-cash favors. Even payments to foreign charities could be improper under the FCPA. Second, the FCPA sets forth record keeping and accounting requirements that require E*TRADE to...

  • Page 226
    ..., such as the Bank Secrecy Act, including regulations issued pursuant to the USA 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 by sending an email to AML Concern...

  • Page 227
    ...protection. Patent laws govern the right to make, use and sell a patented invention. Certain software applications and business methods may be subject to patent protection. If you develop a software application, business method or invention during the course of your employment with E*TRADE, you must...

  • Page 228
    ... (members of the same household) must maintain their securities accounts at E*TRADE, unless the employee receives prior approval from the Compliance Department. In addition, employees of certain business areas may be subject to pre-clearance requirements in regard to their personal trading activity...

  • Page 229
    ... may include, but are not limited to: • • using E*TRADE's premises, assets, information or influence for personal gain; causing 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...

  • Page 230
    ... event. Providing Gifts, Meals or Entertainment E*TRADE policy, applicable laws, rules and regulations may prohibit employees from providing gifts, meals or entertainment in excess of specified monetary levels (or of any value, in some cases) to customers, vendors, suppliers, and other third parties...

  • Page 231
    ... for Legal, Financial or Tax Advice Customers may request legal, financial or tax advice about securities or other issues because they assume that our employees are knowledgeable about these areas. E*TRADE's policy, however, prohibits employees from giving legal or tax advice to a customer. Certain...

  • Page 232
    ... way without approval from Corporate Communications. All press releases and certain other written communications, scripts and public speaking points, including articles and commentary, mentioning E*TRADE must be approved by Corporate Communications, the Legal Department and Advertising Review in the...

  • Page 233
    ..., including documents, testimony or statements, concerning you or your activities at E*TRADE in connection with requests or inquiries by governmental, regulatory or administrative authorities or SROs. E*TRADE retains the discretion to provide any information in accordance with applicable law. 16

  • Page 234
    ..., 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), its brand and reputation. Specific policies with respect to protecting these assets are in E*TRADE...

  • Page 235
    ... 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 environment. Therefore, you may not sell, purchase, use, possess, or be...

  • Page 236
    ..., 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 237
    ...Corporate Security and Fraud Management or the Legal Department and on My Channel*E at the following link: https://mychannele.corp.etradegrp.com/web/life/policy/prohibited. Retaliation Is Prohibited E*TRADE prohibits retaliation against any individual who, in good faith, reports any violation of law...

  • Page 238
    ... employee information. "Confidential Information" is information that is not generally known to the public about E*TRADE, its customers, its counterparties or other parties with which E*TRADE has a relationship. Use of Confidential Information must adhere to applicable legal requirements and E*TRADE...

  • Page 239
    ...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 a legitimate business reason to...

  • Page 240
    ... 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 and Fraud Management. 23

  • Page 241
    ...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 may include but is not limited to, the following financial or business information (for example, non-public company earnings...

  • Page 242
    ...rumor or piece of unsubstantiated information may have been circulated deliberately, potentially to influence 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...

  • Page 243
    ...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 required to obtain approval to become a director or officer of a residential cooperative or condominium board or...

  • Page 244
    ... in order to ensure compliance with numerous laws, regulations and rules. Accordingly, employees are required to comply with these policies and procedures. In addition, E*TRADE monitors employee trading activity and maintains records of such activities, as required by applicable law. E*TRADE's key...

  • Page 245
    ... You must follow these specific rules: • The window period for transactions in E*TRADE's securities generally begins 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...

  • Page 246
    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/surveillance/associate 29

  • Page 247
    ... corporate policies and procedures, applicable to me as an employee. 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 investment...

  • Page 248
    ...IX E*TRADE Financial Corporation Capital Trust X E*TRADE Information Services, LLC ETCM Holdings, Inc. E*TRADE Insurance Services, Inc. E*TRADE Master Trust E*TRADE Mauritius Limited E*TRADE Platform Services, LLC E*TRADE Savings Bank E*TRADE Securities Corporation E*TRADE Securities Limited E*TRADE...

  • Page 249
    ... Holdings, Inc. Capital Trust XXIV ETCF Asset Funding Corporation ETFC Capital Trust I ETFC Capital Trust II ETRADE Asia Services Limited ETRADE Securities (Hong Kong) Limited ETRADE Securities Limited E*TRADE Insight Management, Inc. TIR (Holdings) Limited ET Canada Holdings Inc. Delaware Delaware...

  • Page 250
    ...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, 2012. Filed on Form S-3: Registration Statement Nos.: Filed on Form S-4: Registration Statement Nos...

  • Page 251
    ... I, Paul T. Idzik, 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 not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the...

  • Page 252
    ... 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 not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the...

  • Page 253
    ... 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 "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code. Paul T. Idzik, the Chief Executive...