UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2019



☐	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

TRADE Financial Corporation

E*TRADE Financial Corporation

(Exact Name of Registrant as Specified in its Charter)

E TRADE FINANCIAL CORP



Delaware		94-2844166
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

11 Times Square, 32^nd Floor, New York, New York 10036

(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	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	ETFC	The NASDAQ Stock Market LLC
Common Stock, par value $0.01 per share	ETFC	NASDAQ Global Select Market

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of ~~July 30,~~October 29, 2019, there were ~~239,813,983~~225,915,870 shares of common stock outstanding.

Table of Contents

E*TRADE FINANCIAL CORPORATION

FORM 10-Q QUARTERLY REPORT

For the Quarter Ended ~~June~~September 30, 2019

TABLE OF CONTENTS



PART I	FINANCIAL INFORMATION
	Forward-Looking Statements	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4246
	Condensed Consolidated Statement of Income	4347
	Condensed Consolidated Statement of Comprehensive Income	4448
	Condensed Consolidated Balance Sheet	4549
	Condensed Consolidated Statement of Shareholders’ Equity	4650
	Condensed Consolidated Statement of Cash Flows	4752
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	4954
	Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies	4954
	Note 2—Net Revenue	5258
	Note 3—Fair Value Disclosures	5460
	Note 4—Offsetting Assets and Liabilities	6167
	Note 5—Available-for-Sale and Held-to-Maturity Securities	6370
	Note 6—Loans Receivable, Net	6774
	Note 7—Derivative Instruments and Hedging Activities	7683
	Note 8—Deposits	7986
	Note 9—Other Borrowings and Corporate Debt	7986
	Note 10—Lease Arrangements	8087
	Note 11—Shareholders' Equity	8289
	Note 12—Earnings Per Share	8693
	Note 13—Regulatory Requirements	8794
	Note 14—Commitments, Contingencies and Other Regulatory Matters	8996
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)	3
	Overview	3
	Earnings Overview	1617
	Balance Sheet Overview	2528
	Liquidity and Capital Resources	2932
	Risk Management	3437
	Concentrations of Credit Risk	3437
	Summary of Critical Accounting Policies and Estimates	3538
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3640
	Key Terms	3842
Item 4.	Controls and Procedures	9198
Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	9299
Item 1A.	Risk Factors	9299
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9299
Item 3.	Defaults Upon Senior Securities	9299
Item 4.	Mine Safety Disclosure	9299
Item 5.	Other Information	9299
Item 6.	Exhibits	93100
	Signatures	94101

E*TRADE Q2Q3 2019 10-Q | Page i

Table of Contents

Unless otherwise indicated, references to "the Company," "we," "us," "our," "E*TRADE" and "E*TRADE Financial" mean E*TRADE Financial Corporation and its subsidiaries, and references to the parent company mean E*TRADE Financial Corporation but not its subsidiaries.

E*TRADE, E*TRADE Financial, E*TRADE Bank, E*TRADE Savings Bank, the Converging Arrows logo, Power E*TRADE, Equity Edge Online, Trust Company of America, ~~(TCA),~~ now E*TRADE Advisor Services, E*TRADE Advisor Network, and Liberty are trademarks or registered trademarks of E*TRADE Financial Corporation in the United States and in other countries. All other trademarks are the property of their respective owners.

E*TRADE Q2Q3 2019 10-Q | Page ii

Table of Contents

PART I

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. These statements discuss, among other things:

our future plans, objectives, outlook, strategies, expectations and intentions relating to our business and future financial and operating results and the assumptions that underlie these matters

our capital plan initiatives

the timing and payment of dividends on our common and preferred stock

the payment of dividends from our subsidiaries to our parent company

the management of our legacy mortgage and consumer loan portfolio

our ability to comply with future changes to government regulations

our ability to maintain required regulatory capital ratios

continued repurchases of our common stock

our ability to meet upcoming debt obligations

the integration and related restructuring costs of past and any future acquisitions

the expected outcome of existing or new litigation

our ability to execute our business plans and manage risk

future sources of revenue, expense and liquidity

the ability of our technology solution for advisors and our referral program to attract and retain customers seeking specialized services and sophisticated advice

the expected impact of the adoption of the amended accounting and disclosure guidance governing the accounting for credit losses

the expected impact from and responses to the elimination of retail commissions for online US listed stock, exchange-traded funds (ETF), and options trades

any other statement that is not historical in nature

These statements may be identified by the use of words such as "assume," "expect," "believe," "may," "will," "should," "anticipate," "intend," "plan," "estimate," "continue" and similar expressions.

We caution that actual results could differ materially from those discussed in these forward-looking statements. Important factors that could contribute to our actual results differing materially from any forward-looking statements include, but are not limited to:

changes in business, economic or political conditions

performance, volume and volatility in the equity and capital markets

changes in interest rates or interest rate volatility

our ability to manage our balance sheet size and capital levels

disruptions or failures of our information technology systems or those of our third-party service providers

cyber security threats, system disruptions and other potential security breaches or incidents

customer demand for financial products and services

our ability to continue to compete effectively and respond to aggressive competition within our industry, such as the elimination of retail commissions for online US listed stock, ETF and options trades

E*TRADE Q3 2019 10-Q | Page 1

Table of Contents

our ability to participate in consolidation opportunities in our industry, to complete consolidation transactions and to realize synergies or implement integration plans

our ability to manage our significant risk exposures effectively

the occurrence of risks associated with our advisory services

our ability to manage credit risk with customers and counterparties

our ability to service our corporate debt and, if necessary, to raise additional capital

~~E*TRADE Q2 2019 10-Q | Page 1~~

changes in government regulation, including interpretations, or actions by our regulators, including those that may result from the implementation and enforcement of regulatory reform legislation

adverse developments in any investigations, disciplinary actions or litigation

changes in actual or forecasted assumptions impacting the measurement of expected credit losses upon adoption of the amended guidance governing the accounting for credit losses

By their nature forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual future results may vary materially from expectations expressed or implied in this report or any of our prior communications. Investors should also consider the risks and uncertainties described elsewhere in this report, including under Part II. Item 1A. Risk Factors and Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report and Part I. Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2018, as amended by Amendment No. 1 on Form 10-K/A (the 2018 Annual Report), filed with the Securities and Exchange Commission (SEC), which are incorporated herein by reference. The forward-looking statements contained in this report reflect our expectations only as of the date of this report. Investors should not place undue reliance on forward-looking statements, as we do not undertake to update or revise forward-looking statements, except as required by law.

E*TRADE Q2Q3 2019 10-Q | Page 2

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

The following discussion should be read in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this document and with the 2018 Annual Report.

OVERVIEW

Company Overview

E*TRADE is a financial services company that provides brokerage and related products and services for traders, investors, stock plan administrators and participants, and registered investment advisors (RIAs). Founded on the principle of innovation, we aim to enhance the financial independence of customers through a powerful digital offering that includes tools and educational materials, complemented by professional advice and support, catering to the complex and unique needs of customers to help meet their near- and long-term investing goals. We provide these services through our digital platforms and network of industry-licensed customer service representatives and financial consultants, over the phone, by email and online via two national financial centers and in-person at 30 regional financial centers across the United States. We operate directly and through several subsidiaries, many of which are overseen by governmental and self-regulatory organizations. Our most important subsidiaries are described below:

E*TRADE Securities LLC (E*TRADE Securities) is a registered broker-dealer that clears and settles customer transactions

E*TRADE Bank is a federally chartered savings bank that provides Federal Deposit Insurance Corporation (FDIC) insurance on certain qualifying amounts of customer deposits and provides other banking and cash management capabilities

E*TRADE Savings Bank, a subsidiary of E*TRADE Bank, is a federally chartered savings bank that provides FDIC insurance on certain qualifying amounts of customer deposits and provides custody solutions for RIAs

E*TRADE Financial Corporate Services, Inc. (E*TRADE Financial Corporate Services) is a provider of software and services for managing equity compensation plans to our corporate clients

E*TRADE Futures LLC (E*TRADE Futures) is a registered non-clearing Futures Commission Merchant (FCM) that provides retail futures transaction capabilities for our customers

E*TRADE Capital Management LLC (E*TRADE Capital Management) is an RIA that provides investment advisory services for our customers

Delivering a powerful digital offering for our customers is a core pillar of our business strategy and we believe our focus on being a digital leader in the financial services industry is a competitive advantage. We offer a broad range of products and services to customers through the following customer channels:


•	Retail: Our retail channel includes retail brokerage and banking customers that utilize our web, mobile and/or active trading platforms to meet trading, investing and/or banking needs.


•	Institutional: Our institutional channels include Corporate Services and Advisor Services. We provide stock plan administration services for public and private companies globally through our corporate services channel. We also provide custody services to independent RIAs through our advisor services channel.

E*TRADE Q2Q3 2019 10-Q | Page 3

Table of Contents

Strategy

Our business strategy is focused on leveraging our brand, hybrid support model, and technology to grow our retail and institutional channels while generating robust earnings growth and ~~exceptional returns for the benefit of our shareholders.~~maximizing shareholder returns.

Leverage our brand, hybrid support model, and leading technology for scale and growth

E*TRADE's unrivaled and tech-forward brand is synonymous with digital brokerage and drives outsized awareness and consideration among business-to-customer and business-to-business audiences. We are able to serve peak volumes across channels with capacity for growth and acquisition through our strong and scalable infrastructure. Our customers benefit from digitally led experiences, complemented by professional advice and support. We cater to the complex and unique needs of traders, investors, stock plan administrators and participants, and independent RIAs.

Empower self-directed retail customers through a powerful digital offering and professional guidance

E*TRADE has three core digital offerings for the retail investor—trading, investing, and banking. With trading, we maintain a leading position among active and derivatives traders through the Power E*TRADE web-based platform and support model. On the investing front we connect customers with a range of easy-to-use wealth management solutions. We are also advancing digital banking capabilities to help increase engagement with customers and prospects.

Capitalize on symbiotic institutional channels to drive growth

E*TRADE's corporate services and advisor services channels are critical for growth. We aim to expand on our #1 position in stock plan administration through innovative digital solutions and expert support—driving growth in retail and institutional relationships. We plan to leverage the power of E*TRADE's brand, digital ethos, and our broad customer base to grow the advisor services channel. We also plan to connect retail customers and stock plan participants seeking higher touch services to top-tier advisors through our ~~recently launched~~ referral network—driving asset growth and retention.

Generate robust earnings growth and returns

We aim to deliver superior returns on customer assets by capturing the full value of our retail and institutional relationships and leveraging E*TRADE's highly scalable model to ~~expand operating margin and~~ generate robust earnings ~~growth. We aim to return a significant portion of our earnings to shareholders~~growth and ~~expand return on equity over time.~~maximize shareholder returns.

E*TRADE Q2Q3 2019 10-Q | Page 4

Table of Contents

Products and Services

Our hybrid delivery model is available through the following award-winning digital platforms which are complemented by professional advice and support.



Platforms for Retail Channel⁽¹⁾		Platforms for Institutional Channel⁽¹⁾

	Web		Equity Edge Online⁽¹⁾⁽²⁾
	Our easy-to-use site is the primary channel to interact with customers and prospects		Equity Edge Online is the #1 rated platform in the stock plan administration industry that offers automation and flexibility



	Mobile⁽²⁾⁽³⁾		Liberty
	Our top-rated mobile applications are industry leading and include integrations with leading artificial intelligence assistants		Liberty is intuitive technology built for RIAs that simplifies the investment and management of client assets



	Active Trading Platforms
	Active trading platforms include sophisticated trading tools, advanced portfolio and market tracking, and idea generation and analysis



Complemented by professional advice and support

	Customer Service		Financial Consultants
	Customer service is available 24/7 via phone, email or chat from industry licensed representatives. White glove service is available for our highest-tiered customers		Financial consultants are available by phone or at branches to provide one-on-one investing advice



	Active Trader Services		Corporate Services
	Active trader services support includes specialized support for sophisticated customers with advanced knowledge and skill		Corporate services support includes personalized service on a global scale driven by dedicated relationship and service managers backed by comprehensive training and education



	Advisor Services
	Advisor services support includes dedicated relationship managers who act as a single point of contact for specialized support


(1)	E*TRADE was rated #1 online broker in Kiplinger's 2019 Best Online Brokers review.


(2)	In September 2019, Equity Edge Online was rated #1 in Loyalty and Overall Satisfaction for the eighth consecutive year in the ~~2018, 2017, 2016, 2015, 2014, 2013, and 2012~~ Group Five Stock Plan Administration ~~Study Industry Report.~~Benchmark Study.


~~(2)~~(3)	E*TRADE was awarded the #1 Mobile Trading award in StockBrokers.com's 2019 Online Broker Review of 17 firms across 284 different variables.

E*TRADE Q2Q3 2019 10-Q | Page 5

Table of Contents

We deliver a broad range of products and services through ~~the~~our retail and institutional customer channels across the following five product areas: Trading, Investing, Banking and Cash Management, Corporate Services and Advisor Services.

Trading

The Company delivers automated trade order placement and execution services, offering our customers a full range of investment vehicles, including US equities, ~~exchange-traded funds (ETFs),~~ETFs, options, bonds, futures, American depositary receipts and non-proprietary mutual funds. We also offer margin accounts, enabling qualifying customers to borrow against their securities, supported by robust tools enabling customers to analyze their positions and easily understand collateral requirements. The Company also offers a fully paid lending program which allows customers to earn income on certain securities ~~held in cash accounts~~ when they permit us to lend ~~their~~these securities.

The Company markets trading products and services to active traders and self-directed investors. Products and services are delivered through web, desktop and mobile platforms. Trading and investing tools are supported by guidance, including fixed income, options and futures specialists available on-call for customers. Other tools and resources include independent research and analytics, live and on-demand education, market commentary, and strategies, trading ideas and screeners for major asset classes.

Investing

The Company endeavors to help investors build wealth and address their long-term investing needs through a variety of products and services, a suite of managed products, and asset allocation models. These include our Core Portfolios, Blend Portfolios, Dedicated Portfolios, and Fixed Income Portfolios. The Company also offers self-directed digital tools across web and mobile platforms, including mutual fund and ETF screeners, All-Star Lists, a collection of pre-built ETF or mutual fund portfolios based on time frame and risk tolerance, an assortment of planning and allocation tools, thematic investing opportunities, education and editorial content. Investors also have access to a wide selection of ETFs and mutual funds, including more than ~~300 commission-free~~2,300 ETFs and more than ~~4,400~~4,700 no-load, no-transaction fee mutual funds.

The Company also offers guidance through a team of licensed financial consultants and Chartered Retirement Planning Counselors^SM at our 30 regional financial centers and through our two national financial centers by phone, email and online. Customers can receive complimentary portfolio reviews and personalized investment recommendations.

Banking and Cash Management Capabilities

The Company's banking and cash management capabilities include deposit accounts insured by the FDIC, which are fully integrated into customer brokerage accounts. Among other features, E*TRADE Bank's customers can transfer to and from accounts at E*TRADE and elsewhere for free and checking account customers have access to debit cards with ATM fee refunds, online and mobile bill pay, and mobile check deposits. E*TRADE Bank's savings account offerings include the Premium Savings Account, which provides a higher yield to savings account customers as compared to our other deposit products. The E*TRADE Line of Credit program allows customers to borrow against the market value of securities pledged as collateral.

E*TRADE Q2Q3 2019 10-Q | Page 6

Table of Contents

Corporate Services

Through our industry-leading platform, Equity Edge Online, ~~we serve approximately 20% of S&P 500 companies, including nearly 50% of technology companies within~~ the ~~S&P 500 index. The~~ Company offers management of employee stock option plans, employee stock purchase plans, and restricted stock plans with fully-automated stock plan administration. Accounting, reporting and scenario modeling tools are also available. The integrated stock plan solutions include multi-currency settlement and delivery, and streamlined tax calculation. Additionally, corporate clients are offered 10b5-1 plan design and implementation, along with SEC filing assistance and automated solutions. Through our platform, participants have enhanced visibility into the creation and approval of their plan through digital tools and resources. Participants have full access to E*TRADE's robust investing and trading capabilities, including tailored education and planning tools, and dedicated stock plan service representatives. Of companies that offer equity plans to employees, we serve approximately 50% of US publicly traded technology and healthcare companies, and more than 20% of companies within the S&P 500 index.

Corporate Services is an important driver of account and asset growth, serving as a conduit to the retail channel. Over the ~~last~~trailing 12 months, ~~ending June 30, 2019,~~ there were approximately $100 billion of gross inflows into our corporate services channel, primarily driven by ~~$23~~$25 billion of new corporate client implementations and ~~$77~~$73 billion of new grants and employee stock purchase plan transactions. Over this same 12 month period, domestic stock plan participants generated ~~$29~~$30 billion of net proceeds through transactions of vested assets. These participant proceeds represent a key source of net new assets for the retail customer channel.

Advisor Services

Through our proprietary technology platform, Liberty, the Company offers sophisticated modeling, rebalancing, reporting, and practice management capabilities that are fully customizable for the RIA. E*TRADE's financial consultants can refer retail customers to pre-qualified RIAs on our custody platform through our referral program, the E*TRADE Advisor ~~Network.~~Network, which is operational at our two national and 30 regional financial centers. We expect the E*TRADE Advisor Network will improve the Company's ability to drive asset growth and retain customers seeking specialized services and sophisticated advice.

E*TRADE Q3 2019 10-Q | Page 7

Table of Contents

Significant Events

Rated #1 online broker in Kiplinger's annual Best Online Brokers review

In August 2019, E*TRADE was awarded first place overall and "Best for Mutual Fund Investors" in Kiplinger's annual Best Online Brokers Review of 10 firms across seven categories. We also received high marks for user experience, investment choices, advisory services, and mobile as part of the review.

Completed $1 billion share repurchase program; progress made on $1.5 billion program

The Company repurchased 3.6 million shares for $157 million during the third quarter to complete repurchases under its previous $1 billion share repurchase program. The Company also repurchased 9.8 million shares for $409 million under its $1.5 billion share repurchase program during the third quarter. We have the ability to complete this program by the third quarter of 2020; however we retain flexibility to deploy capital in the most accretive way possible.

Eliminated commission rates for equity and options trades

On October 2, 2019, we announced the elimination of retail commissions for online US listed stock, ETF and options trades. We also reduced the options contract charge to $0.65 per contract for all traders while maintaining our active trader pricing at $0.50 per contract. The Company estimates that the annual revenue impact of these changes, which became effective on October 7, 2019, would be approximately $300 million based on operating results in the second quarter of 2019. We expect the majority of commissions revenue in future periods will be driven from options contract charges and futures trading activity.

Financial Performance

Our net revenue is generated primarily from net interest income, commissions and fees and service charges:

Net interest income is largely impacted by the size of our balance sheet, our balance sheet mix, and average yields on our assets and liabilities. Net interest income is driven primarily from interest earned on investment securities, margin receivables, securities lending, and our legacy loan portfolio, less interest incurred on interest-bearing liabilities, including deposits, customer payables, corporate debt and other borrowings.

Commissions revenue is generated by customer trades and is largely impacted by trade volume, trade type, and commission rates. With the elimination of retail commissions for online US listed stock, ETF and options trades, we expect the majority of commissions revenue in future periods will be driven from options contract charges and futures trading activity.

Fees and service charges revenue is primarily impacted by order flow revenue, fees earned on off-balance sheet customer cash and other assets, advisor management and custody fees, and mutual fund service fees.

Our net revenue is offset by non-interest expenses, the largest of which are compensation and benefits and advertising and market development.

E*TRADE Q2Q3 2019 10-Q | Page 78

Table of Contents

~~Significant Events~~

~~Generated additional capital capacity by repositioning balance sheet~~

The Company sold $4.5 billion of lower-yielding investment securities, enabling the reduction of the size of our balance sheet. Gains (losses) on securities and other, net includes $80 million of losses related to these sales. During the second quarter, the Company moved $6.6 billion of deposits to third-party banks, generating additional capital capacity to support future share repurchases. The Company's balance sheet repositioning prioritized longer-term growth in earnings per share and capital return to shareholders over short-term revenue growth and operating margin. See ~~MD&A—Earnings Overview, MD&A—Balance Sheet Overview~~ ~~and~~ ~~Note 5—Available-for-Sale and Held-to-Maturity Securities~~ ~~for additional information.~~

~~Announced new $1.5 billion share repurchase program~~

In July 2019 the Company announced that its Board of Directors authorized a new $1.5 billion share repurchase program. We had $157 million remaining under our previous $1 billion share repurchase program at June 30, 2019. We intend to complete the new $1.5 billion authorization by the end of the third quarter of 2020. The timing and exact amount of any common stock repurchases will depend on various factors, including market conditions, our capital position, and other available investment opportunities.

Key Performance Metrics

Management monitors customer activity and corporate metrics to evaluate the Company’s performance. The most significant of these are displayed below.

In the first quarter of 2019, the Company updated the structure of its customer activity metrics to better align to its retail and institutional customer channels. Additionally, the Company has refined the presentation of certain customer activity metrics, as follows:


•	Commissionable trades: The definition of trades was updated to capture only commissionable trades (this impacts daily average revenue trades (DARTs), derivative DARTs percentage, and average commission per trade).


•	Customer accounts: The definition of accounts was updated to align the minimum threshold for gross new and end of period retail accounts to $25. The definition for gross new retail accounts sourced from Corporate Services was also updated to include only those accounts which maintain a minimum balance of $25 at the end of the reporting period or trade within the reporting period.

These updates have been reflected in the customer activity metrics for all periods presented and did not have an impact on the Company’s financial statements.

E*TRADE Q2Q3 2019 10-Q | Page 89

Table of Contents

Customer Activity Metrics

Daily Average Revenue Trades is an important measure of customer trading activity, and is a key driver of commissions revenue. DARTs were ~~268,488~~266,935 and ~~273,858~~271,514 for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~250,326~~255,139 and ~~274,407~~267,985 for the same periods in 2018.

Derivative DARTs, a key component of overall DARTs that represents advanced trading activities by our customers, is the daily average number of options and futures trades, and Derivative DARTs percentage is the mix of options and futures trades as a component of total DARTs. Derivative DARTs were ~~89,402~~94,895 and ~~89,717~~91,470 for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~85,967~~84,978 and ~~91,256~~89,164 for the same periods in 2018. Derivative DARTs represented ~~33%~~36% and 34% of total DARTs for ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~34% and~~ 33% for the same periods in 2018.

Average commission per trade is an indicator of changes in our customer mix, product mix and/or product pricing. Average commission per trade was ~~$7.14~~$7.18 and ~~$7.15~~$7.16 for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~$7.56~~$7.34 and ~~$7.53~~$7.47 for the same periods in 2018.

Margin receivables represent credit extended to customers to finance their purchases of securities by borrowing against securities they own and is a key driver of net interest income. Margin receivables were $9.9 billion and ~~$11.0~~$11.2 billion at ~~June~~September 30, 2019 and 2018, respectively.

E*TRADE Q2Q3 2019 10-Q | Page 910

Table of Contents

End of period accounts and net new accounts are indicators of our ability to attract and retain customers. The following table presents end of period accounts by channel:


	2Q 2019	1Q 2019	4Q 2018	3Q 2018	2Q 2018	3Q 2019	2Q 2019	1Q 2019	4Q 2018	3Q 2018
End of period retail accounts	5,122,669	5,088,597	5,007,767	4,056,416	3,992,575	5,130,138	5,122,669	5,088,597	5,007,767	4,056,416
End of period advisor services accounts	151,275	151,222	151,241	150,063	147,640	150,401	151,275	151,222	151,241	150,063
End of period corporate services accounts	1,853,875	1,817,983	1,763,829	1,735,675	1,666,354	1,893,881	1,853,875	1,817,983	1,763,829	1,735,675
End of period accounts	7,127,819	7,057,802	6,922,837	5,942,154	5,806,569	7,174,420	7,127,819	7,057,802	6,922,837	5,942,154

The following table presents net new accounts and annualized growth rates by channel:


	2Q 2019		1Q 2019		4Q 2018		3Q 2018		2Q 2018		3Q 2019		2Q 2019		1Q 2019		4Q 2018		3Q 2018
Net new retail accounts	34,072		80,830		951,351		63,841		37,444		7,469		34,072		80,830		951,351		63,841
Net new advisor services accounts	53		(19)		1,178		2,423		147,640		(874)		53		(19)		1,178		2,423
Net new corporate services accounts	35,892		54,154		28,154		69,321		134,025		40,006		35,892		54,154		28,154		69,321
Net new accounts	70,017		134,965		980,683		135,585		319,109		46,601		70,017		134,965		980,683		135,585

Net new retail account growth rate	2.7	%	6.5	%	93.8	%	6.4	%	3.8	%	0.6	%	2.7	%	6.5	%	93.8	%	6.4	%
Net new advisor services account growth rate	0.1	%	(0.1	)%	3.1	%	6.6	%	100.0	%	(2.3	)%	0.1	%	(0.1	)%	3.1	%	6.6	%
Net new corporate services account growth rate	7.9	%	12.3	%	6.5	%	16.6	%	35.0	%	8.6	%	7.9	%	12.3	%	6.5	%	16.6	%
Net new total account growth rate	4.0	%	7.8	%	66.0	%	9.3	%	23.3	%	2.6	%	4.0	%	7.8	%	66.0	%	9.3	%

We added 1,057,956 net new accounts as part of acquisitions during the year ended December 31, 2018, including 145,891 advisor services accounts related to the ~~TCA~~Trust Company of America (TCA) acquisition in the three months ended June 30, 2018 and 912,065 retail accounts related to the Capital One account acquisition in the three months ended December 31, 2018.

E*TRADE Q2Q3 2019 10-Q | Page 1011

Table of Contents

Total customer assets is an indicator of the value of our relationship with our customers. An increase generally indicates that the use of our products and services is expanding. Changes in this metric are also driven by changes in the valuations of our customers' underlying securities. The following table presents the significant components of total customer assets (dollars in billions):


	2Q 2019		1Q 2019		4Q 2018		3Q 2018		2Q 2018		3Q 2019		2Q 2019		1Q 2019		4Q 2018		3Q 2018
Security holdings	$	286.6	$	279.3	$	242.0	$	274.4	$	257.7	$	284.7	$	286.6	$	279.3	$	242.0	$	274.4
Cash and deposits	62.2		61.7		60.2		58.4		57.7		65.0		62.2		61.7		60.2		58.4
Retail and advisor services assets	348.8		341.0		302.2		332.8		315.4		349.7		348.8		341.0		302.2		332.8
Corporate services vested assets	142.3		140.6		111.9		140.0		125.3		138.9		142.3		140.6		111.9		140.0
Retail, advisor services, and corporate services vested assets	491.1		481.6		414.1		472.8		440.7		488.6		491.1		481.6		414.1		472.8
Corporate services unvested holdings	117.0		115.4		94.4		119.5		108.0		115.4		117.0		115.4		94.4		119.5
Total customer assets	$	608.1	$	597.0	$	508.5	$	592.3	$	548.7	$	604.0	$	608.1	$	597.0	$	508.5	$	592.3

Customer cash and deposits is a significant component of total customer assets as it is a key driver of net interest income as well as fees and service charges revenue, which includes fees earned on customer cash held by third parties. The following table presents the significant components of total customer cash and deposits (dollars in billions):


	2Q 2019		1Q 2019		4Q 2018		3Q 2018		2Q 2018		3Q 2019		2Q 2019		1Q 2019		4Q 2018		3Q 2018
Sweep deposits	$	31.7	$	38.6	$	39.3	$	38.0	$	37.8	$	30.8	$	31.7	$	38.6	$	39.3	$	38.0
Customer payables	10.6		10.6		10.1		10.5		10.0		11.2		10.6		10.6		10.1		10.5
Savings, checking and other banking assets	8.6		7.7		6.0		5.1		4.9		9.6		8.6		7.7		6.0		5.1
Total on-balance sheet cash	50.9		56.9		55.4		53.6		52.7		51.6		50.9		56.9		55.4		53.6
Sweep deposits at unaffiliated financial institutions	9.6		3.0		3.0		3.0		3.5		11.7		9.6		3.0		3.0		3.0
Money market funds and other	1.7		1.8		1.8		1.8		1.5		1.7		1.7		1.8		1.8		1.8
Total customer cash held by third parties⁽¹⁾	11.3		4.8		4.8		4.8		5.0		13.4		11.3		4.8		4.8		4.8
Total customer cash and deposits	$	62.2	$	61.7	$	60.2	$	58.4	$	57.7	$	65.0	$	62.2	$	61.7	$	60.2	$	58.4


(1)	Customer cash held by third parties is maintained at unaffiliated financial institutions. Customer cash held by third parties is not reflected in the Company's consolidated balance sheet and is not immediately available for liquidity purposes.

E*TRADE Q2Q3 2019 10-Q | Page 1112

Table of Contents

Net new retail and advisor services assets equals total inflows to new and existing retail and advisor services accounts less total outflows from closed and existing retail and advisor services accounts. The net new retail and advisor services assets metric is a general indicator of the use of our products and services by new and existing retail and advisor services customers. Net new retail and advisor services assets were ~~$1.6~~$2.8 billion and ~~$6.3~~$9.1 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~$21.0~~$3.4 billion and ~~$26.3~~$29.7 billion for the same periods in 2018. The following table presents annualized net new retail and advisor services assets growth rates:


	2Q 2019		1Q 2019		4Q 2018		3Q 2018		2Q 2018		3Q 2019		2Q 2019		1Q 2019		4Q 2018		3Q 2018
Net new retail assets growth rate	2.1	%	6.8	%	25.2	%	4.2	%	3.3	%	3.4	%	2.1	%	6.8	%	25.2	%	4.2	%
Net new advisor services assets growth rate	(1.2	)%	(3.5	)%	3.9	%	7.6	%	100.0	%	0.8	%	(1.2	)%	(3.5	)%	3.9	%	7.6	%
Net new retail and advisor services assets growth rate	1.9	%	6.2	%	24.0	%	4.4	%	29.5	%	3.2	%	1.9	%	6.2	%	24.0	%	4.4	%

We added $33.5 billion in net new retail and advisor services assets as part of acquisitions during the year ended December 31, 2018, including $18.4 billion in advisor services assets related to the TCA acquisition during the three months ended June 30, 2018 and $15.1 billion in retail assets related to the acquisition of customer accounts from Capital One during the three months ended December 31, 2018.

Corporate Metrics:

Earnings per diluted common share is the portion of a company's profit allocated to each diluted share of common stock and is a key indicator of the Company's profitability. Earnings per diluted share was ~~$0.90~~$1.08 and ~~$2.00~~$3.07 for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~$0.95~~$1.00 and ~~$1.82~~$2.82 for the same periods in 2018. Earnings per diluted share includes $80 million of losses from our balance sheet repositioning ~~for the three and six months ended~~in June ~~30,~~ 2019, which had an after-tax impact of $59 million, or $0.24 per diluted share ~~in both periods.~~for the three months ended June 30, 2019 and the nine months ended September 30, 2019.

Operating margin is the percentage of net revenue that results in income before income taxes and is an indicator of the Company's profitability. Operating margin was ~~43%~~50% and 48% for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~49%~~52% and ~~48%~~49% for the same periods in 2018. Income before income tax expense and net revenue, the numerator and denominator in the operating margin calculation, include $80 million of losses from our balance sheet repositioning ~~for the three and six months ended~~in June ~~30,~~ 2019, which resulted in a 6 percentage point ~~reduction~~ and a 2 percentage point reduction in operating margin for the ~~same periods.~~three months ended June 30, 2019 and the nine months ended September 30, 2019, respectively.

Adjusted operating margin is a non-GAAP measure that provides useful information about our ongoing operating performance by excluding the provision (benefit) for loan losses and losses on early extinguishment of debt, which isare not viewed as a key ~~factor~~factors governing our investment in the business and isare excluded by management when evaluating operating margin performance. Adjusted operating margin was ~~42%~~48% and ~~46%~~47% for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to

E*TRADE Q3 2019 10-Q | Page 13

Table of Contents

48% and 46% ~~and 45%~~ for the same periods in 2018. Adjusted income

~~E*TRADE Q2 2019 10-Q | Page 12~~

before income tax expense and net revenue, the numerator and denominator in the adjusted operating margin calculation, include $80 million of losses from our balance sheet repositioning ~~for the three and six months ended~~in June ~~30,~~ 2019, which resulted in a 6 percentage point ~~reduction~~ and a 32 percentage point reduction in adjusted operating margin for the ~~same periods.~~

three months ended June 30, 2019 and the nine months ended September 30, 2019, respectively. See MD&A—Earnings Overview for a reconciliation of adjusted operating margin to operating margin.

Capital return to shareholders represents the amount of earnings returned to shareholders through share repurchases and common stock dividends and Capital return percentage to shareholders is capital returned to shareholders as a percentage of net income available to common shareholders. Capital return to shareholders was ~~$411 million~~$1.0 billion and $1.2 billion for the ~~six~~nine months ended ~~June~~September 30, 2019 and the year ended December 31, 2018, respectively. Capital return percentage to shareholders was ~~84%~~136% and 116% for the ~~six~~nine months ended ~~June~~September 30, 2019 and the year ended December 31, 2018, respectively. The Company's balance sheet repositioning in the second quarter 2019 generated additional capital to support share repurchases. In addition, the Company also returned capital to shareholders in the form of shares withheld for taxes of ~~$17~~$20 million and $28 million for the ~~six~~nine months ended ~~June~~September 30, 2019 and the year ended December 31, 2018, respectively.

Return on common equity is calculated by dividing net income available to common shareholders by average common shareholders' equity, which excludes preferred stock. Return on common equity was ~~15% and~~ 17% for both the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~16%~~17% and ~~15%~~16% for the same periods in 2018. Net income available to common shareholders includes $80 million of losses from our balance sheet repositioning ~~for the three and six months ended~~in June ~~30,~~ 2019, which had an after-tax impact of $59 million and resulted in a 4 percentage point ~~reduction~~ and ~~a 2~~one percentage point reduction in return on common equity for the ~~same periods.~~three months ended June 30, 2019 and the nine months ended September 30, 2019, respectively.

Adjusted return on common equity is a non-GAAP measure calculated by dividing adjusted net income available to common shareholders by average common shareholders' equity, which excludes preferred stock. Adjusted net income available to common shareholders is a non-GAAP measure which excludes the provision (benefit) for loan losses and losses on early extinguishment of debt, which isare not viewed as a key ~~factor~~factors governing our investment in the business and isare excluded by management when evaluating return on common equity performance. Adjusted return on common equity was ~~14% and~~ 16% for both the three and ~~six~~nine months ended ~~June~~September 30, 2019 ~~respectively,~~ compared to ~~15%~~16% and ~~14%~~15% for the same periods in 2018. See MD&A—Earnings Overview for a reconciliation of adjusted net income available to common shareholders to net income and adjusted return on common equity to return on common equity. Adjusted net income available to common shareholders includes $80 million of losses from our balance sheet repositioning ~~for the three and six months ended~~in June ~~30,~~ 2019, which had an after-tax impact of $59 million and resulted in a 4 percentage point ~~reduction~~ and a 2 percentage point reduction in adjusted return on common equity for the ~~same periods.~~three months ended June 30, 2019 and the nine months ended September 30, 2019, respectively.

E*TRADE Q2Q3 2019 10-Q | Page 1314

Table of Contents

Corporate cash, a non-GAAP measure, is a component of cash and equivalents and represents the primary source of capital above and beyond the capital deployed in our regulated subsidiaries. Cash and equivalents was ~~$380~~$493 million and ~~$532~~$596 million at ~~June~~September 30, 2019 and 2018, respectively, while corporate cash was ~~$323~~$380 million and ~~$943~~$517 million for the same periods. See MD&A—Liquidity and Capital Resources for a reconciliation of corporate cash to cash and equivalents.

Average interest-earning assets, along with net interest margin, are indicators of our ability to generate net interest income. Average interest-earning assets were ~~$61.4~~$55.4 billion and ~~$61.2~~$59.3 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~$60.0~~$60.1 billion and ~~$59.9~~$60.0 billion for the same periods in 2018.

Net interest margin is a measure of the net yield on our average interest-earning assets. Net interest margin is calculated for a given period by dividing the annualized sum of net interest income by average interest-earning assets. Net interest margin was ~~3.20%~~3.28% and ~~3.21%~~3.23% for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~3.02%~~3.10% and ~~3.00%~~3.03% for the same periods in 2018.

E*TRADE Q2Q3 2019 10-Q | Page 1415

Table of Contents

Tier 1 leverage ratio is an indicator of capital adequacy for E*TRADE Financial and E*TRADE Bank. Tier 1 leverage ratio is Tier 1 capital divided by adjusted average assets for leverage capital purposes. E*TRADE Financial's Tier 1 leverage ratio was ~~6.7%~~6.9% and 7.1% at ~~June~~September 30, 2019 and 2018, respectively. E*TRADE Bank's Tier 1 leverage ratio was ~~7.3%~~7.4% and ~~7.2%~~7.1% at ~~June~~September 30, 2019 and 2018, respectively. The internal threshold for E*TRADE Financial's Tier 1 leverage ratio is 6.5% and the internal threshold for E*TRADE Bank's Tier 1 leverage ratio is 7.0%. See MD&A—Liquidity and Capital Resources for additional information, including the calculation of regulatory capital ratios.

Total employees is the key driver of compensation and benefits expense, our largest non-interest expense category. Total employees were ~~4,261~~4,297 and ~~4,095~~4,091 at ~~June~~September 30, 2019 and 2018, respectively.

E*TRADE Q2Q3 2019 10-Q | Page 1516

Table of Contents

EARNINGS OVERVIEW

We generated net income of ~~$219~~$274 million and ~~$509~~$783 million on total net revenue of ~~$685~~$767 million and ~~$1.4~~$2.2 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively. The following chart presents a reconciliation of net income for the three months ended ~~June~~September 30, 2018 to net income for the three months ended ~~June~~September 30, 2019 (dollars in millions):


(1)	Includes gains (losses) on securities and other, net and other revenue.


(2)	Includes advertising and market development, ~~clearing and servicing,~~ professional services, ~~occupancy and equipment,~~ communications, depreciation and amortization, amortization of other intangibles, restructuring and acquisition-related activities, losses on early extinguishment of debt and other non-interest expenses.

E*TRADE Q2Q3 2019 10-Q | Page 1617

Table of Contents

The following table presents significant components of the consolidated statement of income (dollars in millions, except per share amounts):


	Three Months Ended June 30,						Variance					Six Months Ended June 30,							Variance					Three Months Ended September 30,							Variance					Nine Months Ended September 30,							Variance
	Three Months Ended June 30,						2019 vs. 2018											2019 vs. 2018						Three Months Ended September 30,						2019 vs. 2018						Nine Months Ended September 30,						2019 vs. 2018
	2019			2018			Amount			%		Six Months Ended June 30,	2019			2018				Amount			%		2019			2018				Amount			%		2019			2018				Amount			%
Net interest income	$	490		$	453		$	37		8	%	$	982		$	898			$	84		9	%	$	455		$	466			$	(11	)	(2	)%	$	1,437		$	1,364			$	73		5	%
Total non-interest income	195			257			(62		)	(24	)%	458			520				(62		)	(12	)%	312			254				58			23	%	770			774				(4		)	(1	)%
Total net revenue	685			710			(25		)	(4	)%	1,440			1,418				22			2	%	767			720				47			7	%	2,207			2,138				69			3	%
Provision (benefit) for loan losses	(8		)	(19		)	11			(58	)%	(20		)	(40		)		20			(50	)%	(12		)	(34		)		22			(65	)%	(32		)	(74		)		42			(57	)%
Total non-interest expense	398			384			14			4	%	773			779				(6		)	(1	)%	399			380				19			5	%	1,172			1,159				13			1	%
Income before income tax expense	295			345			(50		)	(14	)%	687			679				8			1	%	380			374				6			2	%	1,067			1,053				14			1	%
Income tax expense	76			95			(19		)	(20	)%	178			182				(4		)	(2	)%	106			89				17			19	%	284			271				13			5	%
Net income	$	219		$	250		$	(31	)	(12	)%	$	509		$	497			$	12		2	%	$	274		$	285			$	(11	)	(4	)%	$	783		$	782			$	1		—	%
Preferred stock dividends	—			—			—			—	%	20			12				8			67	%	20			24				(4		)	(17	)%	40			36				4			11	%
Net income available to common shareholders	$	219		$	250		$	(31	)	(12	)%	$	489		$	485			$	4		1	%	$	254		$	261			$	(7	)	(3	)%	$	743		$	746			$	(3	)	—	%
Diluted earnings per common share	$	0.90		$	0.95		$	(0.05	)	(5	)%	$	2.00		$	1.82			$	0.18		10	%	$	1.08		$	1.00			$	0.08		8	%	$	3.07		$	2.82			$	0.25		9	%

Net income decreased ~~12%~~4% to ~~$219~~$274 million or ~~$0.90~~$1.08 per diluted share and slightly increased 2% to ~~$509~~$783 million or ~~$2.00~~$3.07 per diluted share, for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. Net income available to common shareholders was ~~$219~~$254 million and ~~$489~~$743 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, which reflects ~~payment~~payments of $20 million and $40 million in preferred stock dividends, ~~in the first quarter of 2019, compared~~respectively. This compares to ~~$250~~$261 million and ~~$485~~$746 million for the same periods in 2018, which reflects ~~payment~~payments of ~~$12~~$24 million and $36 million in preferred stock dividends, ~~in the first quarter of 2018.~~respectively.

The decrease in net income for the three months ended ~~June~~September 30, 2019 was primarily driven by ~~$80 million of pre-tax losses related to sales of $4.5 billion of lower-yielding investment securities as part of our balance sheet repositioning during the period, a~~ lower benefit for loan losses and higher ~~compensation~~non-interest and ~~benefits expenses. These were~~income tax expenses, partially offset by higher ~~net interest~~non-interest income primarily due to ~~an improvement in net interest margin and~~ higher revenue earned on customer cash held by third parties. The increase for the ~~six~~nine months ended ~~June~~September 30, 2019 was primarily driven by higher net interest income, partially offset by ~~the losses related to the balance sheet repositioning and~~ a lower benefit for loan ~~losses.~~losses and higher non-interest and income tax expenses.

Net Revenue

The following table presents the significant components of total net revenue (dollars in millions):


	Three Months Ended June 30,					Variance					Six Months Ended June 30,						Variance					Three Months Ended September 30,					Variance					Nine Months Ended September 30,						Variance
	Three Months Ended June 30,					2019 vs. 2018										2019 vs. 2018						Three Months Ended September 30,				2019 vs. 2018						Nine Months Ended September 30,					2019 vs. 2018
	2019			2018		Amount			%		Six Months Ended June 30,	2019			2018			Amount			%		2019		2018			Amount			%		2019			2018			Amount			%
Net interest income	$	490		$	453	$	37		8	%	$	982		$	898		$	84		9	%	$	455	$	466		$	(11	)	(2	)%	$	1,437		$	1,364		$	73		5	%
Commissions	121			121		—			—	%	243			258			(15		)	(6	)%	122		117			5			4	%	365			375			(10		)	(3	)%
Fees and service charges	126			110		16			15	%	244			215			29			13	%	163		108			55			51	%	407			323			84			26	%
Gains (losses) on securities and other, net	(64		)	15		(79		)	*		(53		)	25			(78		)	*		16		17			(1		)	(6	)%	(37		)	42			(79		)	*
Other revenue	12			11		1			9	%	24			22			2			9	%	11		12			(1		)	(8	)%	35			34			1			3	%
Total non-interest income	195			257		(62		)	(24	)%	458			520			(62		)	(12	)%	312		254			58			23	%	770			774			(4		)	(1	)%
Total net revenue	$	685		$	710	$	(25	)	(4	)%	$	1,440		$	1,418		$	22		2	%	$	767	$	720		$	47		7	%	$	2,207		$	2,138		$	69		3	%


*	Percentage not meaningful.

E*TRADE Q2Q3 2019 10-Q | Page 1718

Table of Contents

Net Interest Income

Net interest income ~~increased 8%~~decreased 2% to ~~$490~~$455 million and 9%increased 5% to ~~$982 million~~$1.4 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. Net interest income is earned primarily through investment securities, margin receivables, securities lending, and our legacy mortgage and consumer loan portfolio, offset by funding costs.

The following ~~table presents~~tables present average balance sheet data and interest income and expense data, as well as related net interest margin, yields, and rates (dollars in millions):


	Three Months Ended June 30,												Three Months Ended September 30,
	2019						2018						2019						2018
	Average Balance		Interest Inc./Exp.		Average Yield/ Cost		Average Balance		Interest Inc./Exp.		Average Yield/ Cost		Average Balance		Interest Inc./Exp.		Average Yield/ Cost		Average Balance		Interest Inc./Exp.		Average Yield/ Cost
Cash and equivalents	$	452	$	3	2.33	%	$	533	$	2	1.66	%	$	429	$	2	2.11	%	$	471	$	2	1.84	%
Cash segregated under federal or other regulations	871		6		2.63	%	753		4		1.95	%	1,073		7		2.41	%	836		4		2.15	%
Investment securities	47,375		368		3.11	%	44,973		303		2.69	%	41,326		324		3.13	%	44,773		315		2.82	%
Margin receivables	10,084		130		5.17	%	10,291		118		4.60	%	9,880		120		4.83	%	10,902		130		4.74	%
Loans⁽¹⁾	1,920		28		5.75	%	2,468		33		5.32	%	1,812		25		5.58	%	2,332		32		5.38	%
Broker-related receivables and other	659		3		2.23	%	949		4		1.74	%	918		5		2.02	%	798		4		2.02	%
Total interest-earning assets	61,361		538		3.51	%	59,967		464		3.10	%	55,438		483		3.47	%	60,112		487		3.24	%
Other interest revenue⁽²⁾	—		22				—		25				—		38				—		27
Total interest-earning assets	61,361		560		3.66	%	59,967		489		3.26	%	55,438		521		3.74	%	60,112		514		3.41	%
Total non-interest-earning assets	5,093						4,364						5,859						4,291
Total assets	$	66,454					$	64,331					$	61,297					$	64,403

Sweep deposits	$	37,380	$	18	0.20	%	$	38,196	$	7	0.08	%	$	30,559	$	11	0.14	%	$	37,550	$	14	0.15	%
Savings deposits	6,347		23		1.47	%	2,766		1		0.06	%	7,533		27		1.44	%	2,972		2		0.26	%
Other deposits	1,732		—		0.03	%	2,044		—		0.02	%	1,614		—		0.03	%	1,934		—		0.03	%
Customer payables	10,593		8		0.31	%	9,533		4		0.16	%	10,915		7		0.27	%	10,352		8		0.30	%
Broker-related payables and other	1,050		1		0.46	%	2,207		3		0.65	%	1,241		2		0.51	%	1,880		3		0.53	%
Other borrowings	312		4		3.78	%	829		8		3.77	%	102		1		4.77	%	752		6		2.95	%
Corporate debt	1,410		14		4.06	%	1,042		10		3.68	%	1,410		14		3.86	%	1,408		13		3.90	%
Total interest-bearing liabilities	58,824		68		0.47	%	56,617		33		0.23	%	53,374		62		0.46	%	56,848		46		0.32	%
Other interest expense⁽³⁾	—		2				—		3				—		4				—		2
Total interest-bearing liabilities	58,824		70		0.48	%	56,617		36		0.25	%	53,374		66		0.49	%	56,848		48		0.33	%
Total non-interest-bearing liabilities	1,016						633						1,251						859
Total liabilities	59,840						57,250						54,625						57,707
Total shareholders' equity	6,614						7,081						6,672						6,696
Total liabilities and shareholders' equity	$	66,454					$	64,331					$	61,297					$	64,403
Excess interest earning assets over interest bearing liabilities/net interest income/net interest margin	$	2,537	$	490	3.20	%	$	3,350	$	453	3.02	%	$	2,064	$	455	3.28	%	$	3,264	$	466	3.10	%


(1)	Nonaccrual loans are included in the average loan balances. Interest payments received on nonaccrual loans are recognized on a cash basis in interest income until it is doubtful that full payment will be collected, at which point payments are applied to principal.


(2)	Other interest revenue is earned on certain securities loaned balances. Interest expense incurred on other securities loaned balances is presented on the broker-related payables and other line item above.


(3)	Other interest expense is incurred on certain securities borrowed balances. Interest income earned on other securities borrowed balances is presented on the broker-related receivables and other line item above.

E*TRADE Q2Q3 2019 10-Q | Page 1819

Table of Contents


	Six Months Ended June 30,												Nine Months Ended September 30,
	2019						2018						2019						2018
	Average Balance		Interest Inc./Exp.		Average Yield/ Cost		Average Balance		Interest Inc./Exp.		Average Yield/ Cost		Average Balance		Interest Inc./Exp.		Average Yield/ Cost		Average Balance		Interest Inc./Exp.		Average Yield/ Cost
Cash and equivalents	$	529	$	6	2.32	%	$	668	$	5	1.52	%	$	497	$	8	2.26	%	$	601	$	7	1.60	%
Cash segregated under federal or other regulations	928		12		2.63	%	774		7		1.78	%	977		19		2.55	%	795		11		1.91	%
Investment securities	47,172		733		3.11	%	45,083		593		2.63	%	45,202		1,057		3.12	%	44,979		908		2.69	%
Margin receivables	9,926		256		5.21	%	9,881		221		4.51	%	9,910		376		5.08	%	10,225		351		4.59	%
Loans⁽¹⁾	1,989		56		5.61	%	2,548		66		5.19	%	1,929		81		5.60	%	2,475		98		5.25	%
Broker-related receivables and other	646		7		2.24	%	949		8		1.65	%	738		12		2.15	%	898		12		1.76	%
Total interest-earning assets	61,190		1,070		3.51	%	59,903		900		3.01	%	59,253		1,553		3.50	%	59,973		1,387		3.09	%
Other interest revenue⁽²⁾	—		45				—		57				—		83				—		84
Total interest-earning assets	61,190		1,115		3.66	%	59,903		957		3.20	%	59,253		1,636		3.68	%	59,973		1,471		3.27	%
Total non-interest-earning assets	5,043						4,574						5,318						4,479
Total assets	$	66,233					$	64,477					$	64,571					$	64,452

Sweep deposits	$	37,904	$	38	0.20	%	$	38,247	$	9	0.05	%	$	35,429	$	49	0.18	%	$	38,012	$	23	0.08	%
Savings deposits	5,661		38		1.36	%	2,799		1		0.04	%	6,292		65		1.39	%	2,857		3		0.11	%
Other deposits	1,758		—		0.03	%	2,046		—		0.02	%	1,709		—		0.03	%	2,008		—		0.02	%
Customer payables	10,528		17		0.32	%	9,544		5		0.11	%	10,658		24		0.30	%	9,817		13		0.18	%
Broker-related payables and other	1,025		2		0.47	%	1,889		4		0.47	%	1,098		4		0.49	%	1,885		7		0.49	%
Other borrowings	291		6		3.80	%	880		15		3.42	%	227		7		3.94	%	837		21		3.28	%
Corporate debt	1,409		28		3.98	%	1,017		19		3.65	%	1,410		42		3.94	%	1,149		32		3.75	%
Total interest-bearing liabilities	58,576		129		0.44	%	56,422		53		0.19	%	56,823		191		0.45	%	56,565		99		0.23	%
Other interest expense⁽³⁾	—		4				—		6				—		8				—		8
Total interest-bearing liabilities	58,576		133		0.46	%	56,422		59		0.21	%	56,823		199		0.47	%	56,565		107		0.25	%
Total non-interest-bearing liabilities	1,099						979						1,152						939
Total liabilities	59,675						57,401						57,975						57,504
Total shareholders' equity	6,558						7,076						6,596						6,948
Total liabilities and shareholders' equity	$	66,233					$	64,477					$	64,571					$	64,452
Excess interest earning assets over interest bearing liabilities/net interest income/net interest margin	$	2,614	$	982	3.21	%	$	3,481	$	898	3.00	%	$	2,430	$	1,437	3.23	%	$	3,408	$	1,364	3.03	%


(1)	Nonaccrual loans are included in the average loan balances. Interest payments received on nonaccrual loans are recognized on a cash basis in interest income until it is doubtful that full payment will be collected, at which point payments are applied to principal.


(2)	Other interest revenue is earned on certain securities loaned balances. Interest expense incurred on other securities loaned balances is presented on the broker-related payables and other line item above.


(3)	Other interest expense is incurred on certain securities borrowed balances. Interest income earned on other securities borrowed balances is presented on the broker-related receivables and other line item above.

Average interest-earning assets ~~increased 2%~~decreased 8% to ~~$61.4~~$55.4 billion and 1% to ~~$61.2~~$59.3 billion for ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. The fluctuation in interest-earning assets is generally driven by changes in interest-bearing liabilities, primarily deposits and customer payables. Average interest-bearing liabilities ~~increased 4%~~decreased 6% to ~~$58.8~~$53.4 billion and slightly increased to ~~$58.6~~$56.8 billion for ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018 due to the following:

•

Deposits and customer payables: The increase to savings deposits was primarily driven by growth in the Premium Savings Account product first introduced in the second quarter of 2018. The decrease in sweep deposits was primarily driven by the balance sheet repositioning during the second quarter of 2019, as we moved $6.6 billion of deposits to third-party banks. The deposits and customer payables balances were also impacted by customer net buying, which reflected ~~$3.6~~net buying of $3.4 billion during the ~~six~~nine months ended ~~June~~September 30, 2019, compared to net buying of ~~$9.8~~$12.0 billion in the same period in 2018.

E*TRADE Q2Q3 2019 10-Q | Page 1920

Table of Contents

•

Other interest-bearing liabilities: The decrease in broker-related payables and other borrowings was driven by customer activity, including short-term liquidity needs at E*TRADE Bank and E*TRADE Securities. In addition, net proceeds from the June 2018 issuance of corporate debt were used to redeem the Company's trust preferred securities in the third quarter of 2018, resulting in a decrease in other ~~borrowings.~~borrowings and an offsetting increase to corporate debt as compared to the nine months ended September 30, 2018.

Net interest margin increased 18 basis points to ~~3.20%~~3.28% and 2120 basis points to ~~3.21%~~3.23% for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. Net interest margin is driven by the mix of average asset and liability balances and the interest rates earned or paid on those balances. The increase during the three and ~~six~~nine months ended ~~June~~September 30, 2019, compared to the same periods in 2018, is due to higher interest rates earned on margin receivables, ~~and~~ investment securities, and loans balances as well as higher securities lending revenues, partially offset by increased funding costs due to increased rates paid on deposits, including the Premium Savings Account ~~product, and customer payables.~~product. The increase in rates was largely driven by the four increases in federal funds rates that occurred during ~~2018.~~2018 partially offset by the two federal funds rate cuts during 2019. Our net interest margin was also impacted by the continued run-off of our higher yielding legacy mortgage and consumer loan portfolio.

Commissions

Commissions revenue ~~remained flat at $121~~increased 4% to $122 million and decreased 6%3% to ~~$243~~$365 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. The primary factors that affect commissions revenue are DARTs, average commission per trade and the number of trading days. With the elimination of retail commissions for online US listed stock, ETF and options trades, which became effective on October 7, 2019, we expect the majority of commissions revenue in future periods will be driven from options contract charges and futures trading activity. For additional information see MD&A—Overview.

DARTs volume increased 7%5% to ~~268,488~~266,935 and ~~decreased less than~~ 1% to ~~273,858~~271,514 for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. DARTs volume is impacted by market sentiment as well as volatility of the equity markets. Derivative DARTs volume increased 4%12% to ~~89,402~~94,895 and ~~decreased 2%~~3% to ~~89,717~~91,470 for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018.

Average commission per trade decreased 6%2% to ~~$7.14~~$7.18 and 5%4% to ~~$7.15~~$7.16 for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. Average commission per trade is impacted by trade mix and differing commission rates on various trade types (e.g. equities, derivatives, corporate services and mutual funds).

E*TRADE Q3 2019 10-Q | Page 21

Table of Contents

Fees and Service Charges

The following table presents the significant components of fees and service charges (dollars in millions):


	Three Months Ended June 30,				Variance				Six Months Ended June 30,					Variance					Three Months Ended September 30,					Variance				Nine Months Ended September 30,					Variance
	Three Months Ended June 30,				2019 vs. 2018								2019 vs. 2018						Three Months Ended September 30,				2019 vs. 2018					Nine Months Ended September 30,				2019 vs. 2018
	2019		2018		Amount		%		Six Months Ended June 30,	2019		2018			Amount			%		2019		2018			Amount		%		2019		2018			Amount		%
Money market funds and sweep deposits revenue⁽¹⁾																			$	62	$	18		$	44	244	%	$	106	$	53		$	53	100	%
Order flow revenue	$	45	$	43	$	2	5	%	$	88	$	90		$	(2	)	(2	)%	46		40			6		15	%	134		130			4		3	%
Money market funds and sweep deposits revenue⁽¹⁾	23		18		5		28	%	44		35			9			26	%
Advisor management and custody fees	19		16		3		19	%	37		27			10			37	%	19		19			—		—	%	56		46			10		22	%
Mutual fund service fees	13		12		1		8	%	25		23			2			9	%	13		13			—		—	%	38		36			2		6	%
Foreign exchange revenue	8		6		2		33	%	16		14			2			14	%	8		7			1		14	%	24		21			3		14	%
Reorganization fees	7		4		3		75	%	13		7			6			86	%	5		3			2		67	%	18		10			8		80	%
Other fees and service charges	11		11		—		—	%	21		19			2			11	%	10		8			2		25	%	31		27			4		15	%
Total fees and service charges	$	126	$	110	$	16	15	%	$	244	$	215		$	29		13	%	$	163	$	108		$	55	51	%	$	407	$	323		$	84	26	%


(1)	Includes revenue earned on average customer cash held by third parties based on the federal funds rate or LIBOR plus a negotiated spread or other contractual arrangements with the third-party institutions.

~~E*TRADE Q2 2019 10-Q | Page 20~~

Fees and service charges increased ~~15%~~51% to ~~$126~~$163 million and ~~13%~~26% to ~~$244~~$407 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. These increases were primarily driven by higher money market funds and sweep deposits revenue driven by larger balances as a result of the balance sheet repositioning in June 2019 and a higher yield of approximately ~~170~~195 and ~~165~~180 basis points for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~140~~145 and ~~135~~140 basis points for the same periods in 2018. Advisor management and custody fees for the nine months ended September 30, 2019 also increased as a result of the acquisition of TCA in the second quarter of 2018.

E*TRADE Q3 2019 10-Q | Page 22

Table of Contents

Gains (Losses) on Securities and Other, Net

The following table presents the significant components of gains (losses) on securities and other, net (dollars in millions):


	Three Months Ended June 30,					Variance					Six Months Ended June 30,						Variance					Three Months Ended September 30,						Variance					Nine Months Ended September 30,							Variance
	Three Months Ended June 30,					2019 vs. 2018										2019 vs. 2018						Three Months Ended September 30,					2019 vs. 2018						Nine Months Ended September 30,						2019 vs. 2018
	2019			2018		Amount			%		Six Months Ended June 30,	2019			2018			Amount			%		2019		2018				Amount			%		2019			2018				Amount			%
Gains (losses) on available-for-sale securities, net:
Gains on available-for-sale securities(2)	$	15		$	11	$	4		36	%	$	26		$	22		$	4		18	%	$	14	$	65			$	(51	)	(78	)%	$	40		$	87			$	(47	)	(54	)%
Losses on available-for-sale securities(2)	(80		)	—		(80		)	(100	)%	(80		)	—			(80		)	(100	)%	—		(54		)		54			(100	)%	(80		)	(54		)		(26		)	48	%
Subtotal	(65		)	11		(76		)	*		(54		)	22			(76		)	*		14		11				3			27	%	(40		)	33				(73		)	*
Equity method investment income (loss) and other⁽¹⁾	1			4		(3		)	(75	)%	1			3			(2		)	(67	)%
Equity method investment income and other⁽³⁾																						2		6				(4		)	(67	)%	3			9				(6		)	(67	)%
Gains (losses) on securities and other, net	$	(64	)	$	15	$	(79	)	*		$	(53	)	$	25		$	(78	)	*		$	16	$	17			$	(1	)	(6	)%	$	(37	)	$	42			$	(79	)	*


*	Percentage not meaningful.


(1)	~~Includes $4 million in gains on Community Reinvestment Act (CRA) equity investments for~~ In June 2019, the ~~three months ended June 30, 2018.~~

In June 2019, the Company sold $4.5 billion of lower-yielding investment securities at losses as it repositioned its balance sheet during the second quarter. Gains (losses) on securities and other, net includes $80 million of losses related to these sales. The losses were partially offset by $16 million in gains from other investment security activity in this line item.Company sold $4.5 billion of lower-yielding investment securities at losses as it repositioned its balance sheet. See ~~MD&A—Overview,~~ MD&A—Balance Sheet Overview and Note 5—Available-for-Sale and Held-to-Maturity Securities for additional information.


(2)	In August 2018, the Company sold available-for-sale securities and reinvested the sale proceeds in agency-backed securities at current market rates. See Note 5—Available-for-Sale and Held-to-Maturity Securities for additional information.


(3)	Includes a $5 million gain on the sale of our Chicago Stock Exchange investment for the three and nine months ended September 30, 2018.

Provision (Benefit) for Loan Losses

We recognized a benefit for loan losses of $8$12 million and ~~$20~~$32 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to a benefit for loan losses of ~~$19~~$34 million and ~~$40~~$74 million for the same periods in 2018. The timing and magnitude of the provision (benefit) for loan losses is affected by many factors that could result in variability. These benefits reflected better than expected performance of our portfolio as well as recoveries in excess of prior expectations, including sales of charged-off loans and recoveries of previous charge-offs that were not included in our loss estimates. For additional information on management's estimate of the allowance for loan losses, see Note 6—Loans Receivable, Net.

E*TRADE Q2Q3 2019 10-Q | Page 2123

Table of Contents

Non-Interest Expense

The following table presents the significant components of non-interest expense (dollars in millions):


	Three Months Ended June 30,				Variance					Six Months Ended June 30,					Variance					Three Months Ended September 30,					Variance					Nine Months Ended September 30,					Variance
	Three Months Ended June 30,				2019 vs. 2018									2019 vs. 2018						Three Months Ended September 30,				2019 vs. 2018						Nine Months Ended September 30,				2019 vs. 2018
	2019		2018		Amount			%		Six Months Ended June 30,	2019		2018			Amount			%		2019		2018			Amount			%		2019		2018			Amount			%
Compensation and benefits	$	168	$	160	$	8		5	%	$	332	$	312		$	20		6	%	$	167	$	157		$	10		6	%	$	499	$	469		$	30		6	%
Advertising and market development	48		47		1			2	%	102		107			(5		)	(5	)%	41		45			(4		)	(9	)%	143		152			(9		)	(6	)%
Clearing and servicing	32		30		2			7	%	62		66			(4		)	(6	)%	36		28			8			29	%	98		94			4			4	%
Professional services	26		25		1			4	%	48		47			1			2	%	27		23			4			17	%	75		70			5			7	%
Occupancy and equipment	32		30		2			7	%	64		60			4			7	%	34		29			5			17	%	98		89			9			10	%
Communications	29		28		1			4	%	44		59			(15		)	(25	)%	26		30			(4		)	(13	)%	70		89			(19		)	(21	)%
Depreciation and amortization	21		23		(2		)	(9	)%	42		45			(3		)	(7	)%	23		25			(2		)	(8	)%	65		70			(5		)	(7	)%
FDIC insurance premiums	4		9		(5		)	(56	)%	8		18			(10		)	(56	)%	3		8			(5		)	(63	)%	11		26			(15		)	(58	)%
Amortization of other intangibles	15		12		3			25	%	30		22			8			36	%	16		12			4			33	%	46		34			12			35	%
Restructuring and acquisition-related activities	—		2		(2		)	(100	)%	—		2			(2		)	(100	)%	2		4			(2		)	(50	)%	2		6			(4		)	(67	)%
Losses on early extinguishment of debt																				—		4			(4		)	(100	)%	—		4			(4		)	(100	)%
Other non-interest expenses	23		18		5			28	%	41		41			—			—	%	24		15			9			60	%	65		56			9			16	%
Total non-interest expense	$	398	$	384	$	14		4	%	$	773	$	779		$	(6	)	(1	)%	$	399	$	380		$	19		5	%	$	1,172	$	1,159		$	13		1	%

Compensation and Benefits

Compensation and benefits expense increased 5%6% to ~~$168~~$167 million and 6% to ~~$332~~$499 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. The expense increase was primarily driven by a 4%5% increase in headcount as a result of acquisitions during 2018, as well as growth in our business. The ~~three~~nine months ended ~~June~~September 30, 2019 also included ~~severance of~~an additional $7 million of severance expense compared to the nine months ended September 30, 2018. This increase in severance was related primarily to organizational ~~realignment.~~realignments in the second quarter of 2019 and an executive transition in the third quarter of 2019.

~~Communications~~Clearing and Servicing

~~Communications~~Clearing and servicing expense increased 29% to $36 million and 4% to ~~$29 million and decreased 25% to $44~~$98 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. The expense increase was primarily driven by increased fees on higher off-balance sheet customer cash and increased trading volume.

E*TRADE Q3 2019 10-Q | Page 24

Table of Contents

Professional Services

Professional services expense increased 17% to $27 million and 7% to $75 million for the three and nine months ended September 30, 2019, respectively, compared to the same periods in 2018. The expense increase includes continued investment in projects to drive operational efficiencies.

Occupancy and Equipment

Occupancy and equipment expense increased 17% to $34 million and 10% to $98 million for the three and nine months ended September 30, 2019, respectively, compared to the same periods in 2018. The expense increase was primarily driven by higher software licenses and facilities expense.

Communications

Communications expense decreased 13% to $26 million and 21% to $70 million for the three and nine months ended September 30, 2019, respectively, compared to the same periods in 2018. The decrease during the ~~six~~nine months ended ~~June~~September 30, 2019 was due to a $14 million benefit in the first quarter of 2019 related to a change in estimate for previous market data usage.

FDIC Insurance Premiums

FDIC insurance premiums expense decreased ~~56%~~63% to $4$3 million and $858% to $11 million for ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. The ~~decrease was~~decreases were driven ~~primarily~~ by the termination of surcharges paid to the Deposit Insurance Fund after it attained the minimum reserve ratio of 1.35 percent of insured deposits in September ~~2018.~~2018, and our balance sheet repositioning in June 2019 when we moved $6.6 billion of deposits to third-party banks.

Amortization of Other Intangibles

Amortization of other intangibles ~~expense~~ increased ~~25%~~33% to ~~$15~~$16 million and ~~36%~~35% to ~~$30~~$46 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. The ~~increase was~~increases were primarily due to the intangible assets recognized in connection with the TCA acquisition and acquisition of retail accounts from Capital One during 2018.

~~E*TRADE Q2 2019 10-Q | Page 22~~

Other Non-Interest Expenses

Other non-interest expenses increased ~~28%~~60% to ~~$23~~$24 million and ~~remained flat at $41~~16% to $65 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to the same periods in 2018. The ~~increase during the three months ended June 30, 2019 was~~increases were primarily driven by higher ~~expenses from our annual Directions conference, sponsored by our corporate services channel, where we hosted approximately 650 stock plan participants~~business taxes, asset disposals, and ~~prospective clients.~~losses related to increased trading activity.

Operating Margin

Operating margin was ~~43%~~50% and 48% for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~49%~~52% and ~~48%~~49% for the same periods in 2018. Adjusted operating margin, a non-GAAP measure, was ~~42%~~48% and ~~46%~~47% for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~46%~~48% and ~~45%~~46% for the same periods in 2018.

E*TRADE Q3 2019 10-Q | Page 25

Table of Contents

Adjusted operating margin is calculated by dividing adjusted income before income tax expense by total net revenue. Adjusted income before income tax expense, a non-GAAP measure, excludes provision (benefit) for loan ~~losses.~~losses and losses on early extinguishment of debt. The following table presents a reconciliation of adjusted income before income tax expense and adjusted operating margin, non-GAAP measures, to the most directly comparable GAAP measures (dollars in millions):


	Three Months Ended June 30,										Six Months Ended June 30,								Three Months Ended September 30,										Nine Months Ended September 30,
	2019					2018					2019				2018				2019					2018					2019					2018
	Amount			Operating Margin %		Amount			Operating Margin %		Amount			Operating Margin %	Amount			Operating Margin %	Amount			Operating Margin %		Amount			Operating Margin %		Amount			Operating Margin %		Amount			Operating Margin %
Income before income tax expense / operating margin⁽¹⁾	$	295		43	%	$	345		49	%	$	687		48%	$	679		48%	$	380		50	%	$	374		52	%	$	1,067		48	%	$	1,053		49	%
Add back impact of pre-tax items:
Provision (benefit) for loan losses	(8		)			(19		)			(20		)		(40		)		(12		)			(34		)			(32		)			(74		)
Adjusted income before income tax expense / adjusted operating margin⁽²⁾	$	287		42	%	$	326		46	%	$	667		46%	$	639		45%
Losses on early extinguishment of debt																			—					4					—					4
Subtotal																			(12		)			(30		)			(32		)			(70		)
Adjusted income before income tax expense / adjusted operating margin⁽¹⁾																			$	368		48	%	$	344		48	%	$	1,035		47	%	$	983		46	%


(1)	Income before income tax expense ~~included $80 million of losses from balance sheet repositioning for the three~~ and ~~six months ended June 30, 2019, which resulted in a 6 percentage point reduction and a 2 percentage point reduction in operating margin for the same periods.~~


~~(2)~~	~~Adjusted~~adjusted income before income tax expense included $80 million of pre-tax losses from balance sheet repositioning for the ~~three and six~~nine months ended ~~June~~September 30, 2019, which resulted in a ~~6 percentage point reduction and a 3~~2 percentage point reduction in both operating margin and adjusted operating ~~margin for the same periods.~~margin.

E*TRADE Q2Q3 2019 10-Q | Page 2326

Table of Contents

Return on Common Equity

Return on common equity was ~~15% and~~ 17% for both the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~16%~~17% and ~~15%~~16% for the same periods in 2018. Adjusted return on common equity, a non-GAAP measure, was ~~14% and~~ 16% for both the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~15%~~16% and ~~14%~~15% for the same periods in 2018.

Adjusted return on common equity is calculated by dividing adjusted net income available to common shareholders by average common shareholders' equity, which excludes preferred stock. Adjusted net income available to common shareholders, a non-GAAP measure, excludes the after-tax impact of the provision (benefit) for loan ~~losses.~~losses and losses on early extinguishment of debt. The following table provides a reconciliation of GAAP net income available to common shareholders and return on common equity percentage to non-GAAP adjusted net income available to common shareholders and adjusted return on common equity percentage (dollars in millions):


	Three Months Ended June 30,										Six Months Ended June 30,									Three Months Ended September 30,										Nine Months Ended September 30,
	2019					2018					2019				2018					2019					2018					2019				2018
	Amount			Return on Common Equity %		Amount			Return on Common Equity %		Amount			Return on Common Equity %	Amount			Return on Common Equity %		Amount			Return on Common Equity %		Amount			Return on Common Equity %		Amount			Return on Common Equity %	Amount			Return on Common Equity %
Net income available to common shareholders and return on common equity⁽¹⁾	$	219		15	%	$	250		16	%	$	489		17%	$	485		15	%	$	254		17	%	$	261		17	%	$	743		17%	$	746		16	%
Add back impact of the following item:
Add back impact of the following items:
Provision (benefit) for loan losses	(8		)			(19		)			(20		)		(40		)			(12		)			(34		)			(32		)		(74		)
Losses on early extinguishment of debt																				—					4					—				4
Subtotal																				(12		)			(30		)			(32		)		(70		)
Income tax impact	2					5					5				10					3					8					8				18
Net of tax	(6		)			(14		)			(15		)		(30		)			(9		)			(22		)			(24		)		(52		)
Adjusted net income available to common shareholders and return on common equity⁽¹⁾	$	213		14	%	$	236		15	%	$	474		16%	$	455		14	%	$	245		16	%	$	239		16	%	$	719		16%	$	694		15	%

(1)

Net income available to common shareholders and adjusted net income available to common shareholders ~~includes $80~~included $59 million of after-tax losses from balance sheet repositioning for the ~~three and six~~nine months ended ~~June~~September 30, 2019, which ~~had an after-tax impact of $59 million and~~ resulted in ~~a 4 percentage point reduction and 2~~one percentage point reduction to return on common equity and a 2 percentage point reduction to adjusted return on common ~~equity for the same periods.~~equity.

Income Tax Expense

Income tax expense was ~~$76~~$106 million and ~~$178~~$284 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~$95~~$89 million and ~~$182~~$271 million for the same periods in 2018. The effective tax rate was 28% and 27% for the three and nine months ended September 30, 2019, respectively, compared to 24% and 26% for the same periods in 2018. The lower effective tax rate for both the three and ~~six~~nine months ended ~~June~~September 30, ~~2019, compared~~2018 includes an $8 million income tax benefit related to ~~27% for both periods in 2018.~~the revaluation of certain net state deferred tax assets.

E*TRADE Q2Q3 2019 10-Q | Page 2427

Table of Contents

BALANCE SHEET OVERVIEW

The following table presents the significant components of the consolidated balance sheet (dollars in millions):


					Variance									Variance
	June 30,		December 31,		2019 vs. 2018					September 30,		December 31,		2019 vs. 2018
	2019		2018		Amount			%		2019		2018		Amount			%
Assets:
Cash and equivalents	$	380	$	2,333	$	(1,953	)	(84	)%	$	493	$	2,333	$	(1,840	)	(79	)%
Segregated cash	948		1,011		(63		)	(6	)%	1,365		1,011		354			35	%
Investment securities	43,112		45,037		(1,925		)	(4	)%	42,562		45,037		(2,475		)	(5	)%
Margin receivables	9,930		9,560		370			4	%	9,859		9,560		299			3	%
Loans receivable, net	1,849		2,103		(254		)	(12	)%	1,747		2,103		(356		)	(17	)%
Receivables from brokers, dealers and clearing organizations	902		760		142			19	%	1,038		760		278			37	%
Property and equipment, net										338		281		57			20	%
Goodwill and other intangibles, net	2,946		2,976		(30		)	(1	)%	2,931		2,976		(45		)	(2	)%
Other⁽¹⁾	1,523		1,223		300			25	%
Other assets										1,374		942		432			46	%
Total assets	$	61,590	$	65,003	$	(3,413	)	(5	)%	$	61,707	$	65,003	$	(3,296	)	(5	)%
Liabilities and shareholders’ equity:
Deposits	$	40,289	$	45,313	$	(5,024	)	(11	)%	$	40,382	$	45,313	$	(4,931	)	(11	)%
Customer payables	10,629		10,117		512			5	%	11,183		10,117		1,066			11	%
Payables to brokers, dealers and clearing organizations	1,146		948		198			21	%	1,091		948		143			15	%
Other borrowings	300		—		300			100	%
Corporate debt	1,410		1,409		1			—	%	1,410		1,409		1			—	%
Other liabilities	946		654		292			45	%	1,072		654		418			64	%
Total liabilities	54,720		58,441		(3,721		)	(6	)%	55,138		58,441		(3,303		)	(6	)%
Shareholders’ equity	6,870		6,562		308			5	%	6,569		6,562		7			—	%
Total liabilities and shareholders’ equity	$	61,590	$	65,003	$	(3,413	)	(5	)%	$	61,707	$	65,003	$	(3,296	)	(5	)%


~~(1)~~	~~Includes balance sheet line items property and equipment, net and other assets.~~

Cash and Equivalents

Cash and equivalents decreased ~~84%~~79% to ~~$380~~$493 million during the ~~six~~nine months ended ~~June~~September 30, 2019. Cash and equivalents will fluctuate based on a variety of factors, including, among other drivers, liquidity needs at the parent, customer activity at our regulated subsidiaries, and the timing of investments at E*TRADE Bank. For additional information on our use of cash and equivalents, see MD&A—Liquidity and Capital Resources and the consolidated statement of cash flows.

Segregated Cash

Cash segregated under federal or other regulations ~~decreased 6%~~increased 35% to ~~$948 million~~$1.4 billion during the ~~six~~nine months ended ~~June~~September 30, 2019. The level of segregated cash is driven by customer payables and securities lending balances we hold as liabilities compared with the amount of margin receivables and securities borrowed balances we hold as assets. The excess represents customer cash that we segregate for the exclusive benefit of our brokerage customers. Segregated cash can also be impacted by the level of ~~reverse repurchase~~securities purchased under agreements to resell between E*TRADE Securities and E*TRADE Bank, representing investments that were also segregated under federal or other regulations by E*TRADE Securities and eliminated in consolidation, which increased ~~$800~~$550 million to ~~$1.2 billion~~$950 million as of ~~June~~September 30, 2019.

E*TRADE Q2Q3 2019 10-Q | Page 2528

Table of Contents

Investment Securities

The following table presents the significant components of investment securities (dollars in millions):


					Variance									Variance
	June 30,		December 31,		2019 vs. 2018					September 30,		December 31,		2019 vs. 2018
	2019		2018		Amount			%		2019		2018		Amount			%
Available-for-sale securities:
Agency mortgage-backed securities	$	17,710	$	22,162	$	(4,452	)	(20	)%	$	18,514	$	22,162	$	(3,648	)	(16	)%
Other agency debt securities	819		991		(172		)	(17	)%	674		991		(317		)	(32	)%
US Treasuries	937		—		937			100	%	1,349		—		1,349			100	%
Non-agency debt securities⁽¹⁾	248		—		248			100	%	483		—		483			100	%
Total available-for-sale securities	$	19,714	$	23,153	$	(3,439	)	(15	)%	$	21,020	$	23,153	$	(2,133	)	(9	)%
Held-to-maturity securities:
Agency mortgage-backed securities	$	20,323	$	18,085	$	2,238		12	%	$	19,563	$	18,085	$	1,478		8	%
Other agency debt securities	3,075		3,799		(724		)	(19	)%	1,979		3,799		(1,820		)	(48	)%
Total held-to-maturity securities	$	23,398	$	21,884	$	1,514		7	%	$	21,542	$	21,884	$	(342	)	(2	)%
Total investment securities	$	43,112	$	45,037	$	(1,925	)	(4	)%	$	42,562	$	45,037	$	(2,475	)	(5	)%


(1)	Includes non-agency asset-backed securities (ABS) and non-agency commercial mortgage-backed securities.

Securities represented ~~70% and~~ 69% of total assets at ~~June~~both September 30, 2019 and December 31, 2018,, respectively. We classify debt securities as available-for-sale or held-to-maturity based on our investment strategy and management’s assessment of our intent and ability to hold the debt securities until maturity.

The decrease in available-for-sale securities during the ~~six~~nine months ended ~~June~~September 30, 2019 related primarily to the sale of $4.5 billion of lower-yielding investment securities as part of the Company's balance sheet ~~repositioning.~~repositioning in June 2019. See MD&A—Overview, MD&A—Earnings Overview and Note 5—Available-for-Sale and Held-to-Maturity Securities for additional information.

Margin Receivables

Margin receivables increased 4%3% to $9.9 billion during the ~~six~~nine months ended ~~June~~September 30, 2019. Market valuation of customer assets and market sentiment are economic factors that impact the margin receivables balance.

E*TRADE Q2Q3 2019 10-Q | Page 2629

Table of Contents

Loans Receivable, Net

The following table presents the significant components of loans receivable, net (dollars in millions):


					Variance									Variance
	June 30,		December 31,		2019 vs. 2018					September 30,		December 31,		2019 vs. 2018
	2019		2018		Amount			%		2019		2018		Amount			%
One- to four-family	$	932	$	1,071	$	(139	)	(13	)%	$	861	$	1,071	$	(210	)	(20	)%
Home equity	732		836		(104		)	(12	)%	680		836		(156		)	(19	)%
Consumer	94		118		(24		)	(20	)%	85		118		(33		)	(28	)%
Securities-based lending⁽¹⁾	114		107		7			7	%	142		107		35			33	%
Total loans receivable	1,872		2,132		(260		)	(12	)%	1,768		2,132		(364		)	(17	)%
Unamortized premiums, net	7		8		(1		)	(13	)%	6		8		(2		)	(25	)%
Subtotal	1,879		2,140		(261		)	(12	)%	1,774		2,140		(366		)	(17	)%
Less: Allowance for loan losses	30		37		(7		)	(19	)%	27		37		(10		)	(27	)%
Total loans receivable, net	$	1,849	$	2,103	$	(254	)	(12	)%	$	1,747	$	2,103	$	(356	)	(17	)%


(1)	E*TRADE Line of Credit is a securities-based lending product where customers can borrow against the market value of their securities pledged as collateral. The unused credit line amount totaled ~~$267~~$310 million and $173 million as of ~~June~~September 30, 2019 and December 31, 2018, respectively.

Loans receivable, net decreased ~~12%~~17% to ~~$1.8~~$1.7 billion during the ~~six~~nine months ended ~~June~~September 30, 2019. We expect the remaining legacy mortgage and consumer loan portfolio to continue its run-off for the foreseeable future. As our portfolio has seasoned and substantially all interest-only loans have converted to amortizing, we continue to assess underlying performance, the economic environment, and the value of the portfolio in the marketplace. While it is our intention to continue to hold these loans, if the markets improve or our assessment changes, our strategy could change. For additional information on management's estimate of the allowance for loan losses, see Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies and Note 6—Loans Receivable, Net.

E*TRADE Q2Q3 2019 10-Q | Page 2730

Table of Contents

Receivables from and Payables to Brokers, Dealers and Clearing Organizations

The following table presents the significant components of receivables from and payables to brokers, dealers and clearing organizations (dollars in millions):


					Variance									Variance
	June 30,		December 31,		2019 vs. 2018					September 30,		December 31,		2019 vs. 2018
	2019		2018		Amount			%		2019		2018		Amount			%
Receivables:
Securities borrowed	$	490	$	140	$	350		250	%	$	621	$	140	$	481		344	%
Receivables from clearing organizations	330		555		(225		)	(41	)%	326		555		(229		)	(41	)%
Other	82		65		17			26	%	91		65		26			40	%
Total	$	902	$	760	$	142		19	%	$	1,038	$	760	$	278		37	%

Payables:
Securities loaned	$	1,098	$	887	$	211		24	%	$	1,028	$	887	$	141		16	%
Payables to clearing organizations	10		11		(1		)	(9	)%	16		11		5			45	%
Other	38		50		(12		)	(24	)%	47		50		(3		)	(6	)%
Total	$	1,146	$	948	$	198		21	%	$	1,091	$	948	$	143		15	%

Securities borrowed increased ~~250%~~344% to ~~$490~~$621 million during the ~~six~~nine months ended ~~June~~September 30, 2019. The increase was primarily driven by a higher demand for securities to cover customer short positions during the period. The 41% decrease in receivables from clearing organizations during the ~~six~~nine months ended ~~June~~September 30, 2019 to ~~$330~~$326 million was primarily driven by the decreased use of cash collateral for the Company's derivatives transactions utilized for hedging activities.

Securities loaned increased ~~24%~~16% to ~~$1.1~~$1.0 billion during the ~~six~~nine months ended ~~June~~September 30, 2019. The increase was primarily driven by higher demand for securities from our ~~counterparties.~~counterparties, and an increase in fully paid lending activity. For additional information on E*TRADE Securities liquidity, see MD&A—Liquidity and Capital Resources.

Other Assets

Other assets increased 46% to $1.4 billion during the nine months ended September 30, 2019. The increase was driven by $250 million of securities purchased under agreements to resell that were outstanding at the end of the period and $211 million of operating lease assets related to the Company's adoption of the new guidance on accounting for leases in 2019. See Note 10—Lease Arrangements for additional information.

Deposits

The following table presents the significant components of deposits (dollars in millions):


					Variance									Variance
	June 30,		December 31,		2019 vs. 2018					September 30,		December 31,		2019 vs. 2018
	2019		2018		Amount			%		2019		2018		Amount			%
Sweep deposits	$	31,656	$	39,322	$	(7,666	)	(19	)%	$	30,778	$	39,322	$	(8,544	)	(22	)%
Savings deposits⁽¹⁾	6,916		4,133		2,783			67	%	7,964		4,133		3,831			93	%
Other deposits	1,717		1,858		(141		)	(8	)%	1,640		1,858		(218		)	(12	)%
Total deposits	$	40,289	$	45,313	$	(5,024	)	(11	)%	$	40,382	$	45,313	$	(4,931	)	(11	)%


(1)	Includes ~~$5.1~~$6.3 billion and $2.0 billion of deposits at ~~June~~September 30, 2019 and December 31, 2018, respectively, in our Premium Savings Account product.

E*TRADE Q3 2019 10-Q | Page 31

Table of Contents

Deposits represented ~~74%~~73% and 78% of total liabilities at ~~June~~September 30, 2019 and December 31, 2018, respectively. The decrease in deposits during the ~~six~~nine months ended ~~June~~September 30, 2019 was primarily driven by the move of $6.6 billion of deposits to third-party banks ~~during the second quarter~~ as part of the Company's balance sheet ~~repositioning.~~repositioning in June 2019 partially offset by the growth in our Premium Savings Account product. See MD&A—Earnings Overview and Note 5—Available-for-Sale and Held-to-Maturity Securities for additional information.

~~E*TRADE Q2 2019 10-Q | Page 28~~

We offer the following sweep deposit account programs to our brokerage customers:

Extended insurance sweep deposit account (ESDA) program

Retirement sweep deposit account (RSDA) program for retirement plan customers

Cash balance program offered by E*TRADE Savings Bank for uninvested cash held in eligible custodial accounts as part of the advisor services offering launched in connection with the TCA acquisition

The programs utilize our bank subsidiaries, in combination with additional third-party program banks, as applicable, to allow customers the ability to have aggregate deposits they hold in the programs insured up to $1,250,000 for each category of legal ownership depending on the program. As of ~~June~~September 30, 2019, approximately 98% of sweep deposits were in these programs. Sweep deposits on balance sheet are held at bank subsidiaries and are included in the deposits line item on our consolidated balance sheet.

~~Other Borrowings~~

~~Other borrowings increased to $300 million during the six months ended June 30, 2019, as we utilized Federal Home Loan Bank (FHLB) advances for short-term liquidity and funding needs. See~~ ~~MD&A—Liquidity and Capital Resources~~ ~~for additional information on liquidity and funding sources.~~

LIQUIDITY AND CAPITAL RESOURCES

We have established liquidity and capital policies to support the successful execution of our business strategy, while maintaining ongoing and sufficient liquidity through the business cycle. We believe liquidity is of critical importance to the Company and especially important for E*TRADE Bank and E*TRADE Securities. The objective of our policies is to ensure that we can meet our corporate, banking and broker-dealer liquidity needs under both normal operating conditions and under periods of stress in the financial markets.

Liquidity

Our liquidity needs are primarily driven by capital needs at E*TRADE Bank and E*TRADE Securities, interest due on our corporate debt, dividend payments on our preferred stock and ~~planned~~other capital returns to holders of our common stock. Our banking and brokerage subsidiaries' liquidity needs are driven primarily by the level and volatility of our customer activity. Management maintains a set of liquidity sources and monitors certain business trends and market metrics closely in an effort to ensure we have sufficient liquidity. Potential loans by E*TRADE Bank to the parent company or the parent company's other non-bank subsidiaries are subject to various quantitative, arm’s length, collateralization, capital and other requirements.

Parent Company Liquidity

The parent company's primary source of liquidity is corporate cash. Corporate cash, a non-GAAP measure, is a component of cash and equivalents; see the consolidated statement of cash flows for information on cash and equivalents activity. We define corporate cash as cash held at the parent company and subsidiaries, excluding bank, broker-dealer, and FCM subsidiaries that require regulatory approval or notification prior to the payment of certain dividends to the parent company. Corporate cash includes the parent company's deposits placed with E*TRADE Bank. E*TRADE Bank may use these deposits for investment purposes; however, these investments are not included in consolidated cash and equivalents.

E*TRADE Q2Q3 2019 10-Q | Page 2932

Table of Contents

We believe corporate cash is a useful measure of the parent company’s liquidity as it is the primary source of capital above and beyond the capital deployed in our regulated subsidiaries. Corporate cash is monitored as part of our liquidity risk management. Our current corporate cash minimum target is $300 million and covers approximately 18 months of parent company fixed costs, which includes preferred stock dividends, corporate debt interest and other overhead costs, and contractual corporate debt maturities over the next 12 months. The Company maintains $300 million of additional liquidity through an unsecured committed revolving credit facility. The parent has the ability to borrow against the credit facility for working capital and general corporate purposes. Dividends from our operating subsidiaries, including E*TRADE Bank and E*TRADE Securities, are additional sources of corporate cash. Subject to regulatory approval or notification, capital generated by these subsidiaries could be distributed to the parent company to the extent the excess capital levels exceed both regulatory capital requirements and internal capital thresholds. As of ~~June~~September 30, 2019, our subsidiaries maintained excess regulatory capital over internal thresholds and paid dividends of ~~$525 million~~$1.2 billion to the parent company during the ~~first half of~~nine months ended September 30, 2019.

The following chart presents the key activities impacting corporate cash and provides a roll forward of corporate cash from December 31, 2018 to corporate cash at ~~June~~September 30, 2019 (dollars in millions):

The following table presents a reconciliation of consolidated cash and equivalents to corporate cash, a non-GAAP measure (dollars in millions):


	June 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Consolidated cash and equivalents	$	380		$	2,333		$	493		$	2,333
Less: Cash at regulated subsidiaries	(373		)	(2,347		)	(465		)	(2,347		)
Add: Cash on deposit at E*TRADE Bank⁽¹⁾	316			405			352			405
Corporate cash	$	323		$	391		$	380		$	391


(1)	Corporate cash includes the parent company's deposits placed with ETRADE Bank. ETRADE Bank may use these deposits for investment purposes; however, these investments are not included in consolidated cash and equivalents.

E*TRADE Q2Q3 2019 10-Q | Page 3033

Table of Contents

Corporate cash decreased ~~$68~~$11 million to ~~$323~~$380 million during the ~~six~~nine months ended ~~June~~September 30, 2019 primarily due to the following:

$~~525 million~~1.2 billion of dividends received from subsidiaries

$~~342~~10 million of tax payments received from subsidiaries, net of taxes paid

$908 million used for share repurchases

$~~182~~148 million used primarily for parent company overhead less reimbursements from subsidiaries under cost sharing arrangements

$69143 million used for dividends, including $103 million in common stock dividends and $40 million in preferred stock dividends

$42 million used for corporate debt activity

E*TRADE Bank Liquidity

E*TRADE Bank, including its subsidiary E*TRADE Savings Bank, relies on bank cash and deposits for liquidity needs. Management believes that within deposits, sweep deposits are of particular importance as they are a stable source of liquidity for E*TRADE Bank. The vast majority of E*TRADE Bank's liquidity is invested in securities backed by the US government or its agencies, representing highly liquid securities with low credit risk.

We may also utilize wholesale funding sources for short-term liquidity and contingency funding requirements. Our ability to borrow these funds is dependent upon the continued availability of funding in the wholesale borrowings market. In addition, we can borrow from the Federal Reserve Bank of Richmond's discount window to meet short-term liquidity requirements, although it is not viewed as a primary source of funding.

E*TRADE Securities Liquidity

E*TRADE Securities relies on customer payables, securities lending, and internal and external lines of credit to provide liquidity and to fund margin lending. E*TRADE Securities maintains additional liquidity through external lines of credit totaling approximately $1.3 billion. E*TRADE Securities also maintains lines of credit with the parent company and E*TRADE Bank.

E*TRADE Q2Q3 2019 10-Q | Page 3134

Table of Contents

External Liquidity Sources

The following table presents the Company's external lines of credit at ~~June~~September 30, 2019 (dollars in millions):


Description	Maturity	Borrower	Outstanding		Available		Maturity Date	Borrower	Outstanding		Available
Senior unsecured, committed revolving credit facility⁽¹⁾	June 2024	ETFC	$	—	$	300	June 2024	ETFC	$	—	$	300
FHLB secured credit facility	Determined at trade	ETB	$	300	$	6,072	Determined at trade	ETB	$	—	$	7,290
Federal Reserve Bank discount window	Overnight	ETB	$	—	$	1,060	Overnight	ETB	$	—	$	1,131
Senior unsecured, committed revolving credit facility⁽²⁾	June 2020	ETS	$	—	$	600	June 2020	ETS	$	—	$	600
Secured, committed lines of credit	June 2020	ETS	$	—	$	175	June 2020	ETS	$	—	$	175
Unsecured, uncommitted lines of credit	June 2020	ETS	$	—	$	50	June 2020	ETS	$	—	$	50
Unsecured, uncommitted lines of credit	None	ETS	$	—	$	75	None	ETS	$	—	$	75
Secured, uncommitted lines of credit	None	ETS	$	—	$	425	None	ETS	$	—	$	425

(1)

On June 21, 2019, the Company entered into a new five year, $300 million senior unsecured committed revolving credit facility, which replaced its three year senior unsecured committed revolving credit facility entered into on June 23, 2017. The senior unsecured committed revolving credit facility contains certain covenants, including maintenance covenants related to the Company's interest coverage, leverage and regulatory net capital ratios with which the Company was in compliance at ~~June~~September 30, 2019.

(2)

On June 21, 2019, E*TRADE Securities entered into a 364-day, $600 million senior unsecured committed revolving credit facility, which replaced its 364-day senior unsecured committed revolving credit facility entered into on June 22, 2018. The senior unsecured committed revolving credit facility contains certain covenants, including maintenance covenants related to E*TRADE Securities' minimum consolidated tangible net worth and regulatory net capital ratio with which the Company was in compliance at ~~June~~September 30, 2019.

Capital Resources

The Company seeks to manage capital levels in support of our business strategy of generating and effectively deploying capital for the benefit of our shareholders, governed by the Company's risk management framework. For additional information on our bank and brokerage capital requirements, refer to Note 13—Regulatory Requirements.

E*TRADE Q2Q3 2019 10-Q | Page 3235

Table of Contents

Bank Capital Requirements

At ~~June~~September 30, 2019, our regulatory capital ratios for E*TRADE Financial and E*TRADE Bank were above the minimum ratios required to be "well capitalized." Currently, the internal threshold for E*TRADE Financial's Tier 1 leverage ratio is 6.5% and the internal threshold for E*TRADE Bank's Tier 1 leverage ratio is 7.0%. For additional information on bank regulatory requirements and phase-in periods, refer to Part I. Item 1. Business—Regulation in the Company's 2018 Annual Report.

The following table presents E*TRADE Financial and E*TRADE Bank's capital ratios (dollars in millions):


	E*TRADE Financial						E*TRADE Bank						E*TRADE Financial						E*TRADE Bank
	June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Shareholders’ equity	$	6,870		$	6,562		$	4,028		$	3,557		$	6,569		$	6,562		$	3,662		$	3,557
Deduct:
Preferred stock	(689		)	(689		)	—			—			(689		)	(689		)	—			—
Common Equity Tier 1 capital before regulatory adjustments	$	6,181		$	5,873		$	4,028		$	3,557		$	5,880		$	5,873		$	3,662		$	3,557
Add:
Losses in other comprehensive income on available-for-sale debt securities, net of tax	58			275			58			275			24			275			24			275
Deduct:
Goodwill and other intangible assets, net of deferred tax liabilities	(2,496		)	(2,540		)	(282		)	(287		)	(2,475		)	(2,540		)	(279		)	(287		)
Disallowed deferred tax assets	(122		)	(200		)	(36		)	(61		)	(74		)	(200		)	(3		)	(61		)
Common Equity Tier 1 capital	$	3,621		$	3,408		$	3,768		$	3,484		$	3,355		$	3,408		$	3,404		$	3,484
Add:
Preferred stock	689			689			—			—			689			689			—			—
Tier 1 capital	$	4,310		$	4,097		$	3,768		$	3,484		$	4,044		$	4,097		$	3,404		$	3,484
Add:
Other	40			46			30			37			35			46			27			37
Total capital	$	4,350		$	4,143		$	3,798		$	3,521		$	4,079		$	4,143		$	3,431		$	3,521

Average assets for leverage capital purposes	$	66,665		$	64,767		$	51,749		$	49,568		$	61,364		$	64,767		$	46,126		$	49,568
Deduct:
Goodwill and other intangible assets, net of deferred tax liabilities	(2,496		)	(2,540		)	(282		)	(287		)	(2,475		)	(2,540		)	(279		)	(287		)
Disallowed deferred tax assets	(122		)	(200		)	(36		)	(61		)	(74		)	(200		)	(3		)	(61		)
Adjusted average assets for leverage capital purposes	$	64,047		$	62,027		$	51,431		$	49,220		$	58,815		$	62,027		$	45,844		$	49,220

Total risk-weighted assets⁽¹⁾	$	10,679		$	10,970		$	9,369		$	9,994		$	10,689		$	10,970		$	9,155		$	9,994

Tier 1 leverage ratio (Tier 1 capital / Adjusted average assets for leverage capital purposes)	6.7		%	6.6		%	7.3		%	7.1		%	6.9		%	6.6		%	7.4		%	7.1		%
Common Equity Tier 1 capital / Total risk-weighted assets⁽¹⁾	33.9		%	31.1		%	40.2		%	34.9		%	31.4		%	31.1		%	37.2		%	34.9		%
Tier 1 capital / Total risk-weighted assets	40.4		%	37.3		%	40.2		%	34.9		%	37.8		%	37.3		%	37.2		%	34.9		%
Total capital / Total risk-weighted assets	40.7		%	37.8		%	40.5		%	35.2		%	38.2		%	37.8		%	37.5		%	35.2		%

(1)

Under the regulatory guidelines for risk-based capital, on-balance sheet assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor or, if relevant, the guarantor or the nature of any collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with that category. The resulting weighted values from each of the risk categories are aggregated for determining total risk-weighted assets.

E*TRADE Q2Q3 2019 10-Q | Page 3336

Table of Contents

Broker-Dealer and FCM Capital Requirements

Our broker-dealer and FCM subsidiaries are subject to capital requirements determined by their respective regulators. At ~~June~~September 30, 2019, these subsidiaries met their minimum net capital requirements. We continue to assess our ability to distribute excess net capital to the parent while maintaining adequate capital at the broker-dealer and FCM subsidiaries. For additional information on our broker-dealer and FCM capital requirements, refer to Note 13—Regulatory Requirements.

Off-Balance Sheet Arrangements

We enter into various off-balance sheet arrangements in the ordinary course of business, primarily to meet the needs of our customers and to reduce our own exposure to interest rate risk. These arrangements include firm commitments to extend credit. Additionally, we enter into guarantees and other similar arrangements as part of transactions in the ordinary course of business. For additional information on these arrangements, refer to Note 14—Commitments, Contingencies and Other Regulatory Matters.

RISK MANAGEMENT

The identification, mitigation and management of existing and potential risks is critical to effective enterprise risk management. There are certain risks inherent to our industry ~~(e.g. execution of transactions)~~ and certain risks that will surface through the conduct of our business operations. We seek to monitor and manage our significant risk exposures by operating under a set of Board-approved limits and by monitoring certain risk indicators. Our governance framework is designed to comply with applicable requirements and requires regular reporting on metrics and significant risks and exposures to senior management and the Board of Directors.

We face the following key types of risks: ~~credit,~~strategic, operational, reputational, liquidity, market, ~~operational, information technology, data, strategic, reputational, legal,~~credit, as well as ~~regulatory~~legal and ~~compliance.~~regulatory. We have a Board-approved Enterprise Risk Appetite Statement ~~(RAS)~~ that ~~is provided to all employees. The RAS~~ specifies significant risk exposures and addresses the Company's tolerance ~~of those~~for these risks, which are described in further detail within Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2018 Annual Report.

We are also subject to other risks that could affect our business, financial condition, results of operations or cash flows in future periods. For additional information see Part I. Item 1A. — Risk Factors in our 2018 Annual Report.

CONCENTRATIONS OF CREDIT RISK

Credit risk is the risk of loss arising from the inability or failure of a borrower or counterparty to meet its credit obligations. Our mortgage loan portfolio represents our most significant credit risk exposure.


•	One- to Four-Family Interest-Only Loans: One- to four-family loans include loans with a five to ten year interest-only period, followed by an amortizing period ranging from 20 to 25 years. At ~~June~~September 30, 2019, 100% of these loans were amortizing.

~~E*TRADE Q2 2019 10-Q | Page 34~~

•

Home Equity Loans: The home equity loan portfolio consists of home equity installment loans (HEILs) and home equity lines of credit (HELOCs) and is primarily second lien loans on residential real estate properties that have a higher level of credit risk than first lien mortgage loans. HEILs are primarily fixed rate and fixed term, fully amortizing loans that do not offer the option of an interest-only payment. The majority of HELOCs had an interest-only draw period at origination and converted to amortizing loans at the end of the draw period, which typically ranged from five to ten years. At ~~June~~September 30, 2019, nearly 100% of the HELOC portfolio had converted from the interest-only draw period.

E*TRADE Q3 2019 10-Q | Page 37

Table of Contents

•

Securities: We focus primarily on security type and credit rating to monitor credit risk in our securities portfolios. We consider securities backed by the US government or its agencies to have low credit risk as the long-term debt rating of the US government is AA+ by S&P and Aaa by Moody’s at ~~June~~September 30, 2019. The amortized cost of these securities accounted for ~~over~~ 99% of our total securities portfolio at ~~June~~September 30, 2019. We review the remaining debt securities that were not backed by the US government or its agencies according to their credit ratings from S&P and Moody’s where available, and all such debt securities were rated investment grade at ~~June~~September 30, 2019.

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies in Part II. Item 8. Financial Statements and Supplementary Data in the Company's 2018 Annual Report contains a summary of our significant accounting policies, many of which require the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes for the periods presented. We believe that, of our significant accounting policies, the following are critical because they are based on estimates and assumptions that require complex and subjective judgments by management: allowance for loan losses; valuation and impairment of goodwill and acquired intangible assets; and income taxes. Changes in these estimates or assumptions could materially impact our financial condition and results of operations, and actual results could differ from our estimates. Our critical accounting policies are more fully described in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Summary of Critical Accounting Policies and Estimates in our 2018 Annual Report.

New Accounting Standards Not Yet Adopted

Accounting for Credit Losses

In June 2016, the Financial Accounting Standards Board (FASB) amended the guidance on accounting for credit losses and has subsequently issued clarifications and improvements. The new guidance will be effective for interim and annual periods beginning January 1, 2020 and early adoption is permitted. The amended guidance requires measurement of an allowance for credit losses for financial instruments, including loans and debt securities, and other commitments to extend credit held at the reporting date. For financial assets measured at amortized cost, factors such as historical performance, current conditions, and reasonable and supportable forecasts, including expected charge-off recoveries, will be used to estimate expected credit losses. The FASB issued additional amended guidance during the second quarter of 2019 that clarified that the current expected credit losses (CECL) standard allows for subsequent increases in the fair value of collateral for collateral-dependent loans to be recognized up to the amount previously charged-off. See Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies for additional information on the Company’s interpretation of the amended guidance.

Determining the CECL allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. The Company has not originated a mortgage loan since 2008 when the Company exited direct retail lending, which was the last remaining loan origination channel after the Company’s exit from the wholesale mortgage lending channel in 2007. We expect the legacy mortgage portfolio to continue its run-off for the foreseeable future. Our portfolio has seasoned, as the weighted average age of the mortgage loan portfolio is approximately 14 years, and substantially all interest-only loans have converted to amortizing loans. As of September 30, 2019, the Company expects to recognize an after-tax benefit related to mortgage loans of approximately $75 million to $100 million as an adjustment to opening retained earnings at adoption on January 1, 2020. The expected benefit is related to the fair value

E*TRADE Q2Q3 2019 10-Q | Page 3538

Table of Contents

of the underlying collateral for mortgage loans that were determined to be collateral-dependent and previously written down to the fair value of the underlying collateral.

The CECL allowance is based on assumptions about quantitative and qualitative factors, and changes to the allowance may result if future conditions differ from these assumptions. For example, in the event the cash received through liquidation or other form of recovery for collateral-dependent loans is less than the fair value of collateral less estimated costs to sell, additional losses may be recognized. Subsequent evaluations of the loan portfolio, in light of the factors then prevailing, may result in significant changes in the CECL allowance in future periods. Our underlying assumptions and judgments could prove to be inaccurate, which could materially impact our regulatory capital position and results of operations in future periods. See Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies for additional information.

E*TRADE Q3 2019 10-Q | Page 39

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about market risk includes forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of certain factors, including, but not limited to, those set forth in Part I. Forward Looking Statements in this Quarterly Report and Part I. Item 1A. Risk Factors in the 2018 Annual Report.

Interest Rate Risk

Our exposure to interest rate risk is related primarily to interest-earning assets and interest-bearing liabilities. Managing interest rate risk is essential to profitability. The primary objective of ~~the management of~~ interest rate risk management is to control exposure to interest rates within the Board-approved limits and with limited exposure to earnings volatility resulting from interest rate fluctuations. Our general strategies to manage interest rate risk include balancing variable-rate and fixed-rate assets and liabilities and utilizing derivatives to help manage exposures to changes in interest rates. Exposure to interest rate risk requires management to make complex assumptions regarding maturities, market interest rates and customer behavior. Changes in interest rates, including the following, could impact interest income and expense:

Interest-earning assets and interest-bearing liabilities may re-price at different times or by different amounts, creating a mismatch.

The yield curve may steepen, flatten or otherwise change shape, which could affect the spread between short- and long-term rates. Widening or narrowing spreads could impact net interest income.

Market interest rates may influence prepayments, resulting in maturity mismatches. In addition, prepayments could impact yields as premiums and discounts amortize.

Exposure to interest rate risk is dependent upon the distribution and composition of interest-earning assets, interest-bearing liabilities and derivatives. The differing risk characteristics of each product are managed to mitigate our exposure to interest rate fluctuations. At ~~June~~September 30, 2019, 91% of our total assets were interest-earning assets and we had no securities classified as trading.

At ~~June~~September 30, 2019, 63% of total assets were available-for-sale and held-to-maturity mortgage-backed securities and residential real estate loans. The values of these assets are sensitive to changes in interest rates as well as expected prepayment levels. As interest rates increase, fixed-rate residential mortgages and mortgage-backed securities tend to exhibit lower prepayments. The inverse is true in a falling rate environment.

When real estate loans or mortgage-backed securities are prepaid, unamortized premiums and/or discounts are recognized immediately in interest income. Depending on the timing of the prepayment, these adjustments to income would impact anticipated yields. The Company reviews estimates of the impact of changing market rates on prepayments. This information is incorporated into our interest rate risk management strategy.

Our liability structure consists of two central sources of funding: deposits and customer payables, both of which re-price at management’s discretion. We may utilize securities lending and wholesale funding sources as needed for short-term liquidity and contingency funding requirements.

Derivative Instruments

We use derivative instruments to help manage interest rate risk using designated hedge relationships. Interest rate swaps involve the exchange of fixed-rate and variable-rate interest payments between two parties based on a contractual underlying notional amount, but do not involve the exchange of the

E*TRADE Q2Q3 2019 10-Q | Page 3640

Table of Contents

underlying notional amounts. See Note 7—Derivative Instruments and Hedging Activities for additional information about our use of derivative contracts.

Scenario Analysis

Scenario analysis is an advanced approach to estimating interest rate risk exposure. The Company monitors interest rate risk using the Economic Value of Equity (EVE) approach and the Earnings-at-Risk (EAR) approach.

Under the EVE approach, the present value of expected cash flows of all existing interest-earning assets, interest-bearing liabilities, derivatives and forward commitments are estimated and combined to produce an EVE figure. The change in EVE is a long-term sensitivity measure of interest rate risk. The approach values only the current balance sheet in which the most significant assumptions are the prepayment rates of the loan ~~portfolio~~ and mortgage-backed securities portfolios and the repricing of deposits. This approach does not incorporate assumptions related to business growth, or liquidation and ~~re-investment~~reinvestment of instruments. This approach provides an indicator of future earnings and capital levels because changes in EVE indicate the anticipated change in the value of future cash flows. The sensitivity of this value to changes in interest rates is then determined by applying alternative interest rate scenarios. The change in EVE amounts fluctuate based on instantaneous parallel shifts in interest rates primarily due to the change in timing of cash flows, which considers prepayment estimates, in the Company’s residential loan and mortgage-backed securities portfolios.

EAR is a short-term sensitivity measure of interest rate risk and illustrates the impact of alternative interest rate scenarios on net interest income, including corporate interest expense, over a twelve month time frame. In measuring the sensitivity of net interest income to changes in interest rates, we assume instantaneous parallel interest rate shocks applied to the forward curve. In addition, we assume that cash flows from loan payoffs are reinvested in mortgage-backed securities, we exclude revenue from off-balance sheet customer cash and we assume no balance sheet growth.

The following table presents the sensitivity of EVE and EAR at the consolidated E*TRADE Financial level (dollars in millions):


Instantaneous Parallel Change in Interest Rates (basis points) ⁽¹⁾	Economic Value of Equity										Earnings-at-Risk										Economic Value of Equity										Earnings-at-Risk
	June 30, 2019					December 31, 2018					June 30, 2019					December 31, 2018					September 30, 2019					December 31, 2018					September 30, 2019					December 31, 2018
	Amount			Percentage		Amount			Percentage		Amount			Percentage		Amount			Percentage		Amount			Percentage		Amount			Percentage		Amount			Percentage		Amount			Percentage
+200	$	203		3.0	%	$	148		1.8	%	$	213		11.9	%	$	187		9.2	%	$	109		1.8	%	$	148		1.8	%	$	253		15.6	%	$	187		9.2	%
+100	$	270		4.1	%	$	198		2.4	%	$	126		7.0	%	$	101		5.0	%	$	215		3.6	%	$	198		2.4	%	$	148		9.1	%	$	101		5.0	%
+50	$	182		2.7	%	$	146		1.8	%	$	68		3.8	%	$	53		2.6	%	$	153		2.5	%	$	146		1.8	%	$	79		4.9	%	$	53		2.6	%
-50	$	(323	)	(4.9	)%	$	(273	)	(3.4	)%	$	(90	)	(5.0	)%	$	(88	)	(4.3	)%	$	(271	)	(4.5	)%	$	(273	)	(3.4	)%	$	(105	)	(6.4	)%	$	(88	)	(4.3	)%


(1)	These scenario analyses assume a balance sheet size as of the dates indicated. Any changes in size would cause the amounts to vary.

We actively manage interest rate risk. As interest rates change, we will adjust our strategy and mix of assets, liabilities and derivatives to optimize our interest rate risk position. For example, a 100 basis points increase in rates may not result in a change in value as indicated above. We compare the instantaneous parallel interest rate changes in EVE and EAR to the established limits set by the Board of Directors in order to assess interest rate risk. In the event that the percentage change in EVE or EAR exceeds the Board limits, our Chief Executive Officer, Chief Risk Officer, Chief Financial Officer and Treasurer must all be promptly notified in writing and decide upon a plan of remediation. In addition, the Board of Directors must be notified of the exception and the planned resolution. At ~~June~~September 30, 2019 the EVE and EAR percentage changes were within our Board limits.

E*TRADE Q2Q3 2019 10-Q | Page 3741

Table of Contents

KEY TERMS

Active trader—Customers that execute 30 or more trades per quarter.

Adjusted operating margin—Adjusted operating margin is calculated by dividing adjusted income before income tax expense by total net revenue. Adjusted income before income tax expense, a non-GAAP measure, excludes provision (benefit) for loan losses and losses on early extinguishment of debt, as applicable.

Adjusted return on common equity—A non-GAAP measure calculated by dividing adjusted net income available to common shareholders, a non-GAAP measure which excludes the provision (benefit) for loan losses and losses on early extinguishment of debt, as applicable, by average common shareholders' equity, which excludes preferred stock.

Agency—US Government sponsored enterprises and federal government and other agencies, such as the Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Government National Mortgage Association, the Small Business Administration, the Export-Import Bank, Federal Home Loan Bank and the Federal Farm Credit Bank.

Asset-backed securities (ABS)—Debt securities backed by financial assets such as credit cards, automobile loans, student loans or other receivables.

Average commission per trade—Total commissions revenue divided by total commissionable trades.

Basel III—Global regulatory standards for bank capital adequacy and liquidity as issued by the international Basel Committee on Banking Supervision.

Basis point—One one-hundredth of a percentage point.

Capital return percentage to shareholders—Represents the amount of earnings returned to shareholders through share repurchases and common stock dividends as a percentage of net income available to common shareholders.

CECL—Current expected credit losses.

CFTC—Commodity Futures Trading Commission.

Charge-off—The result of removing a loan or portion of a loan from an entity’s balance sheet because the loan is considered to be uncollectible.

CLTV—Combined loan-to-value ratio.

Collateral-dependent—Prior to adoption of the CECL accounting standard, a loan where repayment is expected to be provided solely through the sale of the underlying collateral when the borrower is experiencing financial difficulty. After adoption of the CECL accounting standard, a loan for which foreclosure is probable or a loan where repayment is expected to be provided substantially through the sale of the underlying collateral when the borrower is experiencing financial difficulty.

Commissionable trades—Commissionable trades exclude trades related to no transaction fee mutual funds and commission-free ETFs, rebalancing trades associated with our managed products, and other non-commissionable trades.

Common Equity Tier 1 ~~Capital~~capital—A measurement of the Company's core equity capital used in the calculation of capital adequacy ratios. Common Equity Tier 1 ~~Capital~~capital equals: total shareholders' equity, less preferred stock and related surplus, plus/(less) unrealized losses (gains) on certain available-for-sale securities, less goodwill and certain other intangible assets, less certain disallowed deferred tax assets and subject to certain other applicable adjustments.

E*TRADE Q3 2019 10-Q | Page 42

Table of Contents

Consolidated financial statements—Refers to the consolidated financial statements prepared in accordance with GAAP as included in the Company's 2018 Annual Report, and the condensed consolidated financial statements included in the Company's Quarterly Reports on Form 10-Q.

Corporate cash—Cash held at the parent company as well as cash held in certain subsidiaries that can distribute cash to the parent company without any regulatory approval or notification.

~~E*TRADE Q2 2019 10-Q | Page 38~~

CRA—Community Reinvestment Act.

Customer account—Retail and advisor services accounts are defined as those with a minimum balance of $25 or a trade within the prior six months. Corporate services accounts are defined as those holding any type of vested or unvested securities from a corporate services client company or with a trade in the prior six months.

Customer assets—Market value of all customer assets held by the Company including security holdings, customer cash and deposits, and corporate services vested and unvested equity and option ~~holding.~~holdings.

Daily average revenue trades (DARTs)—Total commissionable trades in a period divided by the number of trading days during that period.

Derivative—A financial instrument or other contract which includes one or more underlying securities, notional amounts, or payment provisions. The contract generally requires no initial net investment and is settled on a net basis.

Derivative DARTs—Commissionable options and futures trades in a period divided by the number of trading days during that period.

Earnings at ~~Risk~~risk (EAR)—The sensitivity of net interest income to changes in interest rates over a twelve month horizon. It is a short-term measurement of interest rate risk and does not consider risks beyond the simulation time horizon. In addition, it requires reinvestment, funding, and hedging assumptions for the horizon.

Economic ~~Value~~value of ~~Equity~~equity (EVE)—The sensitivity of the value of existing assets and liabilities, including derivatives and forward commitments, to changes in interest rates. It is a long-term measurement of interest rate risk and requires assumptions that include prepayment rates on the loan portfolio and mortgage-backed securities and the repricing of deposits.

ESDA—Extended insurance sweep deposit accounts.

ETB—E*TRADE Bank.

ETFC—E*TRADE Financial Corporation.

ETS—E*TRADE Securities.

Fair value—The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value hedge—A derivative instrument designated in a hedging relationship that mitigates exposure to changes in the fair value of a recognized asset or liability or a firm commitment.

FASB—Financial Accounting Standards Board.

FCM—Futures Commission Merchant.

FDIC—Federal Deposit Insurance Corporation.

E*TRADE Q3 2019 10-Q | Page 43

Table of Contents

Federal Reserve—Federal Reserve System, including the Board of Governors of the Federal Reserve System and the twelve regional Federal Reserve Banks.

FHLB—Federal Home Loan Bank.

FICO—Fair Isaac Credit Organization.

FINRA—Financial Industry Regulatory Authority.

~~E*TRADE Q2 2019 10-Q | Page 39~~

Generally ~~Accepted Accounting Principles~~accepted accounting principles (GAAP)—Accounting principles generally accepted in the United States of America.

Gross loans receivable—Includes unpaid principal balances and premiums (discounts).

HEIL—Home equity installment loan.

HELOC—Home equity ~~lines~~line of credit.

Interest-bearing liabilities—Liabilities such as deposits, customer payables, other borrowings, corporate debt and certain customer credit balances and securities lending balances on which the Company pays interest; excludes customer cash held by third parties.

Interest-earning assets—Assets such as available-for-sale securities, held-to-maturity securities, margin receivables, loans, securities borrowed balances and segregated cash that earn interest for the Company.

Interest rate swaps—Contracts that are entered into primarily as an asset/liability management strategy to reduce interest rate risk. Interest rate swap contracts are exchanges of interest rate payments, such as fixed-rate payments for floating-rate payments, based on notional amounts.

Investment grade—Defined as a rating equivalent to a Moody’s Investors Service (Moody’s) rating of “Baa3” or higher or a Standard & Poor’s (S&P) rating of “BBB-” or higher.

LIBOR—London Interbank Offered Rate. LIBOR is the interest rate at which banks borrow funds from other banks in the London wholesale money market (or interbank market).

LLC—Limited liability company.

LTV—Loan-to-value ratio.

NASDAQ—National Association of Securities Dealers Automated Quotations.

Net interest income—A measure of interest revenue, net interest income is equal to interest income less interest expense.

Net interest margin—A measure of the net yield on our average interest-earning assets. Net interest margin is calculated for a given period by dividing the annualized sum of net interest income by average interest-earning assets.

Net new retail and advisor services assets—Net new retail and advisor services assets exclude the effects of market movements in the value of retail and advisor services assets.

NFA—National Futures Association.

Notional amount—The specified dollar amount underlying a derivative on which the calculated payments are based.

OCC—Office of the Comptroller of the Currency.

E*TRADE Q3 2019 10-Q | Page 44

Table of Contents

Options—Contracts that grant the purchaser, for a premium payment, the right, but not the obligation, to either purchase or sell the associated financial instrument at a set price during a period or at a specified date in the future.

~~RAS—Risk Appetite Statement.~~

Real estate owned and repossessed assets—Ownership or physical possession of real property by the Company, generally acquired as a result of foreclosure or repossession.

Recovery—Represents cash proceeds received on a loan that had been previously charged off.

~~E*TRADE Q2 2019 10-Q | Page 40~~

Repurchase agreement—An agreement giving the transferor of an asset the right or obligation to repurchase the same or similar securities at a specified price on a given date from the transferee. These agreements are generally collateralized by mortgage-backed or investment-grade securities. From the transferee's perspective the arrangement is referred to as a reverse repurchase agreement.

RIA—Registered Investment Advisor.

Risk-weighted assets—Primarily computed by the assignment of specific risk-weightings to assets and off-balance sheet instruments for capital adequacy calculations.

RSDA—Retirement sweep deposit account.

S&P—Standard & Poor’s.

SEC—US Securities and Exchange Commission.

Sweep deposit accounts—Accounts with the functionality to transfer customer cash balances to and from an FDIC insured account.

TCA—Trust Company of America, Inc.

Tier 1 capital—Adjusted equity capital used in the calculation of capital adequacy ratios. Tier 1 capital equals: Common Equity Tier 1 capital plus qualifying preferred stock and related surplus, subject to certain other applicable adjustments.

Troubled ~~Debt Restructuring~~debt restructuring (TDR)—A loan modification that involves granting an economic concession to a borrower who is experiencing financial difficulty, and loans that have been charged-off due to bankruptcy notification.

VIE—Variable interest entity.

Wholesale borrowings—Borrowings that consist of repurchase agreements and FHLB advances.

E*TRADE Q2Q3 2019 10-Q | Page 4145

Table of Contents

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



Condensed Consolidated Statement of Income	4347
Condensed Consolidated Statement of Comprehensive Income	4448
Condensed Consolidated Balance Sheet	4549
Condensed Consolidated Statement of Shareholders’ Equity	4650
Condensed Consolidated Statement of Cash Flows	4752
Notes to the Condensed Consolidated Financial Statements	4954
Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies	4954
Note 2—Net Revenue	5258
Note 3—Fair Value Disclosures	5460
Note 4—Offsetting Assets and Liabilities	6167
Note 5—Available-for-Sale and Held-to-Maturity Securities	6370
Note 6—Loans Receivable, Net	6774
Note 7—Derivative Instruments and Hedging Activities	7683
Note 8—Deposits	7986
Note 9—Other Borrowings and Corporate Debt	7986
Note 10—Lease Arrangements	8087
Note 11—Shareholders' Equity	8289
Note 12—Earnings Per Share	8693
Note 13—Regulatory Requirements	8794
Note 14—Commitments, Contingencies and Other Regulatory Matters	8996

E*TRADE Q2Q3 2019 10-Q | Page 4246

Table of Contents

E*TRADE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(In millions, except share data and per share amounts)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018			2019			2018			2019			2018
Revenue:
Interest income	$	560		$	489		$	1,115		$	957		$	521		$	514		$	1,636		$	1,471
Interest expense	(70		)	(36		)	(133		)	(59		)	(66		)	(48		)	(199		)	(107		)
Net interest income	490			453			982			898			455			466			1,437			1,364
Commissions	121			121			243			258			122			117			365			375
Fees and service charges	126			110			244			215			163			108			407			323
Gains (losses) on securities and other, net	(64		)	15			(53		)	25			16			17			(37		)	42
Other revenue	12			11			24			22			11			12			35			34
Total non-interest income	195			257			458			520			312			254			770			774
Total net revenue	685			710			1,440			1,418			767			720			2,207			2,138
Provision (benefit) for loan losses	(8		)	(19		)	(20		)	(40		)	(12		)	(34		)	(32		)	(74		)
Non-interest expense:
Compensation and benefits	168			160			332			312			167			157			499			469
Advertising and market development	48			47			102			107			41			45			143			152
Clearing and servicing	32			30			62			66			36			28			98			94
Professional services	26			25			48			47			27			23			75			70
Occupancy and equipment	32			30			64			60			34			29			98			89
Communications	29			28			44			59			26			30			70			89
Depreciation and amortization	21			23			42			45			23			25			65			70
FDIC insurance premiums	4			9			8			18			3			8			11			26
Amortization of other intangibles	15			12			30			22			16			12			46			34
Restructuring and acquisition-related activities	—			2			—			2			2			4			2			6
Losses on early extinguishment of debt													—			4			—			4
Other non-interest expenses	23			18			41			41			24			15			65			56
Total non-interest expense	398			384			773			779			399			380			1,172			1,159
Income before income tax expense	295			345			687			679			380			374			1,067			1,053
Income tax expense	76			95			178			182			106			89			284			271
Net income	$	219		$	250		$	509		$	497		$	274		$	285		$	783		$	782
Preferred stock dividends	—			—			20			12			20			24			40			36
Net income available to common shareholders	$	219		$	250		$	489		$	485		$	254		$	261		$	743		$	746
Basic earnings per common share	$	0.90		$	0.95		$	2.00		$	1.83		$	1.08		$	1.01		$	3.08		$	2.84
Diluted earnings per common share	$	0.90		$	0.95		$	2.00		$	1.82		$	1.08		$	1.00		$	3.07		$	2.82
Weighted average common shares outstanding:
Basic (in thousands)	243,007			263,809			244,620			265,220			235,829			259,498			241,657			263,292
Diluted (in thousands)	243,465			264,929			245,190			266,351			236,313			260,661			242,199			264,433

See accompanying notes to the condensed consolidated financial statements (unaudited)

E*TRADE Q2Q3 2019 10-Q | Page 4347

Table of Contents

E*TRADE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended September 30,						Nine Months Ended September 30,
	2019		2018			2019		2018			2019			2018			2019		2018
Net income	$	219	$	250		$	509	$	497		$	274		$	285		$	783	$	782
Other comprehensive income (loss), net of tax
Available-for-sale securities:
Unrealized gains (losses), net	64		(51		)	176		(179		)	43			(86		)	219		(265		)
Reclassification into earnings, net	48		(8		)	41		(15		)	(9		)	(8		)	32		(23		)
Transfer of held-to-maturity securities to available-for-sale securities	—		—			—		6			—			—			—		6
Net change from available-for-sale securities	112		(59		)	217		(188		)	34			(94		)	251		(282		)
Other comprehensive income (loss)	112		(59		)	217		(188		)	34			(94		)	251		(282		)
Comprehensive income	$	331	$	191		$	726	$	309		$	308		$	191		$	1,034	$	500

See accompanying notes to the condensed consolidated financial statements (unaudited)

E*TRADE Q2Q3 2019 10-Q | Page 4448

Table of Contents

E*TRADE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(In millions, except share data)

(Unaudited)


	June 30,			December 31,			September 30,			December 31,
	2019			2018			2019			2018
ASSETS
Cash and equivalents	$	380		$	2,333		$	493		$	2,333
Cash segregated under federal or other regulations	948			1,011			1,365			1,011
Available-for-sale securities	19,714			23,153			21,020			23,153
Held-to-maturity securities (fair value of $23,630 and $21,491 at June 30, 2019 and December 31, 2018, respectively)	23,398			21,884
Held-to-maturity securities (fair value of $21,912 and $21,491 at September 30, 2019 and December 31, 2018, respectively)							21,542			21,884
Margin receivables	9,930			9,560			9,859			9,560
Loans receivable, net (net of allowance for loan losses of $30 and $37 at June 30, 2019 and December 31, 2018, respectively)	1,849			2,103
Loans receivable, net (net of allowance for loan losses of $27 and $37 at September 30, 2019 and December 31, 2018, respectively)							1,747			2,103
Receivables from brokers, dealers and clearing organizations	902			760			1,038			760
Property and equipment, net	325			281			338			281
Goodwill	2,485			2,485			2,485			2,485
Other intangibles, net	461			491			446			491
Other assets	1,198			942			1,374			942
Total assets	$	61,590		$	65,003		$	61,707		$	65,003
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits	$	40,289		$	45,313		$	40,382		$	45,313
Customer payables	10,629			10,117			11,183			10,117
Payables to brokers, dealers and clearing organizations	1,146			948			1,091			948
Other borrowings	300			—
Corporate debt	1,410			1,409			1,410			1,409
Other liabilities	946			654			1,072			654
Total liabilities	54,720			58,441			55,138			58,441
Commitments and contingencies (see Note 14)
Shareholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, 403,000 shares issued and outstanding at both June 30, 2019 and December 31, 2018; aggregate liquidation preference of $700 at both June 30, 2019 and December 31, 2018	689			689
Common stock, $0.01 par value, 400,000,000 shares authorized, 240,015,468 and 246,495,174 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively	2			2
Preferred stock, $0.01 par value, 1,000,000 shares authorized, 403,000 shares issued and outstanding at both September 30, 2019 and December 31, 2018; aggregate liquidation preference of $700 at both September 30, 2019 and December 31, 2018							689			689
Common stock, $0.01 par value, 400,000,000 shares authorized, 226,795,480 and 246,495,174 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively							2			2
Additional paid-in-capital	5,133			5,462			4,578			5,462
Retained earnings	1,104			684			1,324			684
Accumulated other comprehensive loss	(58		)	(275		)	(24		)	(275		)
Total shareholders’ equity	6,870			6,562			6,569			6,562
Total liabilities and shareholders’ equity	$	61,590		$	65,003		$	61,707		$	65,003

See accompanying notes to the condensed consolidated financial statements (unaudited)

E*TRADE Q2Q3 2019 10-Q | Page 4549

Table of Contents

E*TRADE FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (In millions) (Unaudited)

							Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Preferred Stock		Common Stock
	Amount		Shares		Amount
Balance at December 31, 2018	$	689	246		$	2	$	5,462		$	684		$	(275	)	$	6,562
Net income	—		—		—		—			290			—			290
Other comprehensive income	—		—		—		—			—			105			105
Common stock dividends ($0.14 per share)	—		—		—		—			(35		)	—			(35		)
Preferred stock dividends - Series A ($29.38 per share)	—		—		—		—			(12		)	—			(12		)
Preferred stock dividends - Series B ($2,650.00 per share)	—		—		—		—			(8		)	—			(8		)
Repurchases of common stock	—		(2	)	—		(120		)	—			—			(120		)
Share-based compensation	—		—		—		13			—			—			13
Other common stock activity	—		1		—		(13		)	—			—			(13		)
Balance at March 31, 2019	$	689	245		$	2	$	5,342		$	919		$	(170	)	$	6,782
Net income	—		—		—		—			219			—			219
Other comprehensive income	—		—		—		—			—			112			112
Common stock dividends ($0.14 per share)	—		—		—		—			(34		)	—			(34		)
Repurchases of common stock	—		(5	)	—		(222		)	—			—			(222		)
Share-based compensation	—		—		—		13			—			—			13
Balance at June 30, 2019	$	689	240		$	2	$	5,133		$	1,104		$	(58	)	$	6,870
Net income	—		—		—		—			274			—			274
Other comprehensive income	—		—		—		—			—			34			34
Common stock dividends ($0.14 per share)	—		—		—		—			(34		)	—			(34		)
Preferred stock dividends - Series A ($29.38 per share)	—		—		—		—			(12		)	—			(12		)
Preferred stock dividends - Series B ($2,650.00 per share)	—		—		—		—			(8		)	—			(8		)
Repurchases of common stock	—		(13	)	—		(566		)	—			—			(566		)
Share-based compensation	—		—		—		12			—			—			12
Other common stock activity	—		—		—		(1		)	—			—			(1		)
Balance at September 30, 2019	$	689	227		$	2	$	4,578		$	1,324		$	(24	)	$	6,569

E*TRADE ~~FINANCIAL CORPORATION~~Q3 2019 10-Q | Page 50

~~CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY~~

~~(In millions)~~

Table of Contents

~~(Unaudited)~~


							Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total Shareholders’ Equity
	Preferred Stock		Common Stock
	Amount		Shares		Amount
Balance at December 31, 2018	$	689	246		$	2				$				5,462									$	684			$	(275	)		$	6,562
Net income	—		—		—					—												290				—				290
Other comprehensive income	—		—		—		—					—				105				105
Common stock dividends ($0.14 per share)	—		—		—		—				(35		)		—				(35		)
Preferred stock dividends - Series A ($29.38 per share)	—		—		—		—				(12		)		—				(12		)
Preferred stock dividends - Series B ($2,650.00 per share)	—		—		—		—				(8		)		—				(8		)
Repurchases of common stock	—		(2	)	—		(120		)		—				—				(120		)
Share-based compensation	—		—		—		13				—				—				13
Other common stock activity	—		1		—		(13		)		—				—				(13		)
Balance at March 31, 2019	$	689	245		$	2	$	5,342			$	919			$	(170	)		$	6,782
Net income	—		—		—		—				219				—				219
Other comprehensive income	—		—		—		—				—				112				112
Common stock dividends ($0.14 per share)	—		—		—		—				(34		)		—				(34		)
Repurchases of common stock	—		(5	)	—		(222		)		—				—				(222		)
Share-based compensation	—		—		—		13				—				—				13
Balance at June 30, 2019	$	689	240		$	2	$	5,133			$	1,104			$	(58	)		$	6,870
E*TRADE FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (In millions) (Unaudited)																						E*TRADE FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (In millions) (Unaudited)
							Additional Paid-in Capital				Retained Earnings (Accumulated Deficit)				Accumulated Other Comprehensive Loss				Total Shareholders’ Equity
	Preferred Stock		Common Stock							Preferred Stock								Common Stock							Additional Paid-in Capital				Retained Earnings (Accumulated Deficit)				Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Amount		Shares		Amount					Amount								Shares					Amount										Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at December 31, 2017	$	689	267		$	3				$			6,582			$	(317	)					$	(26	Additional Paid-in Capital	)		$	Retained Earnings (Accumulated Deficit)			6,931		$	689		267		$	3			$	6,582			$	(317	)	$	(26	)	$	6,931
Cumulative effect of hedge accounting adoption	—		—		—					—					7					(7		)		—			—				—			—			—			7				(7		)		—
Reclassification of tax effects due to federal tax reform	—		—		—		—					14				(14		)		—			—				—			—				—			14			(14		)		—
Net income	—		—		—		—				247				—				247			—				—			—				—			247			—				247
Other comprehensive loss	—		—		—		—				—				(129		)		(129		)	—				—			—				—			—			(129		)		(129		)
Preferred stock dividends - Series A ($29.38 per share)	—		—		—		—				(12		)		—				(12		)	—				—			—				—			(12		)	—				(12		)
Repurchases of common stock	—		(3	)	—		(140		)		—				—				(140		)	—				(3	)		—				(140		)	—			—				(140		)
Share-based compensation	—		—		—		10				—				—				10			—				—			—				10			—			—				10
Other common stock activity	—		1		—		(18		)		—				—				(18		)	—				1			—				(18		)	—			—				(18		)
Balance at March 31, 2018	$	689	265		$	3	$	6,434			$	(61	)		$	(176	)		$	6,889		$	689			265			$	3			$	6,434		$	(61	)	$	(176	)		$	6,889
Net income	—		—		—		—				250				—				250			—				—			—				—			250			—				250
Other comprehensive loss	—		—		—		—				—				(59		)		(59		)	—				—			—				—			—			(59		)		(59		)
Repurchases of common stock	—		(3	)	—		(189		)		—				—				(189		)	—				(3	)		—				(189		)	—			—				(189		)
Share-based compensation	—		—		—		12				—				—				12			—				—			—				12			—			—				12
Balance at June 30, 2018	$	689	262		$	3	$	6,257			$	189			$	(235	)		$	6,903		$	689			262			$	3			$	6,257		$	189		$	(235	)		$	6,903
Net income																						—				—			—				—			285			—				285
Other comprehensive loss																						—				—			—				—			—			(94		)		(94		)
Preferred stock dividends - Series A ($29.38 per share)																						—				—			—				—			(12		)	—				(12		)
Preferred stock dividends - Series B ($4,107.50 per share)																						—				—			—				—			(12		)	—				(12		)
Repurchases of common stock																						—				(5	)		—				(309		)	—			—				(309		)
Share-based compensation																						—				—			—				13			—			—				13
Other common stock activity																						—				—			—				(8		)	—			—				(8		)
Balance at September 30, 2018																						$	689			257			$	3			$	5,953		$	450		$	(329	)		$	6,766

See accompanying notes to the condensed consolidated financial statements (unaudited)

E*TRADE Q2Q3 2019 10-Q | Page 4651

Table of Contents

E*TRADE FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In millions) (Unaudited)	E*TRADE FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In millions) (Unaudited)						E*TRADE FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In millions) (Unaudited)

	Six Months Ended June 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Cash flows from operating activities:
Net income	$	509		$	497		$	783		$	782
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (benefit) for loan losses	(20		)	(40		)	(32		)	(74		)
Depreciation and amortization (including amortization and accretion on investment securities)	112			129			168			192
(Gains) losses on securities and other, net	53			(25		)	37			(42		)
Losses on early extinguishment of debt							—			4
Share-based compensation	26			22			38			35
Deferred tax expense	144			170			206			253
Other	(5		)	5			(1		)	10
Net effect of changes in assets and liabilities:
(Increase) decrease in receivables from brokers, dealers and clearing organizations	(142		)	552			(278		)	392
Increase in margin receivables	(370		)	(1,884		)	(299		)	(2,113		)
(Increase) decrease in other assets	(231		)	408			(189		)	349
Increase in payables to brokers, dealers and clearing organizations	198			124			143			303
Increase in customer payables	512			510			1,066			1,085
(Decrease) increase in other liabilities	(560		)	8			(673		)	47
Net cash provided by operating activities	226			476			969			1,223
Cash flows from investing activities:
Purchases of available-for-sale securities	(5,028		)	(2,809		)	(7,456		)	(6,966		)
Proceeds from sales of available-for-sale securities	8,632			1,974			9,720			6,293
Proceeds from maturities of and principal payments on available-for-sale securities	788			991			1,174			1,555
Purchases of held-to-maturity securities	(3,753		)	(2,086		)	(3,860		)	(3,684		)
Proceeds from maturities of and principal payments on held-to-maturity securities	2,223			1,019			4,176			1,781
Proceeds from sales of loans	—			15			—			30
Decrease in loans receivable	264			311			376			451
Capital expenditures for property and equipment	(81		)	(49		)	(117		)	(78		)
Net increase in securities purchased under agreements to resell							(250		)	—
Proceeds from sale of real estate owned and repossessed assets	6			13			10			19
Acquisitions, net of cash acquired	—			(36		)	—			(36		)
Net cash flow from derivative contracts	(89		)	35			(196		)	200
Other	(30		)	(42		)	(28		)	(32		)
Net cash provided by (used in) investing activities	2,932			(664		)	3,549			(467		)

E*TRADE Q2Q3 2019 10-Q | Page 4752

Table of Contents

E*TRADE FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In millions) (Unaudited)	E*TRADE FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In millions) (Unaudited)						E*TRADE FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In millions) (Unaudited)

	Six Months Ended June 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Cash flows from financing activities:
Decrease in deposits	$	(5,024	)	$	(868	)	$	(4,931	)	$	(458	)
Common stock dividends	(69		)	—			(103		)	—
Preferred stock dividends	(20		)	(12		)	(40		)	(36		)
Net increase in advances from FHLB	300			350			—			50
Proceeds from issuance of senior notes	—			420			—			420
Payments on trust preferred securities							—			(413		)
Repurchases of common stock	(342		)	(329		)	(908		)	(638		)
Other	(19		)	(24		)	(22		)	(32		)
Net cash used in financing activities	(5,174		)	(463		)	(6,004		)	(1,107		)
Decrease in cash, cash equivalents and segregated cash	(2,016		)	(651		)	(1,486		)	(351		)
Cash, cash equivalents and segregated cash, beginning of period	3,344			1,803			3,344			1,803
Cash, cash equivalents and segregated cash, end of period	$	1,328		$	1,152		$	1,858		$	1,452

Cash and equivalents, end of period	$	380		$	532		$	493		$	596
Segregated cash, end of period	948			620			1,365			856
Cash, cash equivalents and segregated cash, end of period	$	1,328		$	1,152		$	1,858		$	1,452

Supplemental disclosures:
Cash paid for interest	$	130		$	55		$	199		$	106
Cash paid for income taxes, net of refunds	$	23		$	5		$	52		$	9
Right-of-use assets recognized upon adoption of new lease standard	$	193		$	—		$	193		$	—
Right-of-use assets obtained during the period	$	25		$	—		$	36		$	—
Non-cash investing and financing activities:
Transfers from loans to other real estate owned and repossessed assets	$	10		$	9		$	13		$	13
Transfer of available-for-sale securities to held-to-maturity securities	$	—		$	1,161		$	—		$	1,161
Transfer of held-to-maturity securities to available-for-sale securities	$	—		$	4,672		$	—		$	4,672

See accompanying notes to the condensed consolidated financial statements (unaudited)

E*TRADE Q2Q3 2019 10-Q | Page 4853

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1—ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

E*TRADE Financial Corporation is a financial services company that provides brokerage and related products and services for traders, investors, stock plan administrators and participants, and RIAs. The Company also provides investor-focused banking products, including sweep deposit accounts insured by the FDIC, to customers. The Company's most significant, wholly-owned subsidiaries are described below:

E*TRADE Securities is a registered broker-dealer that clears and settles customer transactions

E*TRADE Bank is a federally chartered savings bank that provides FDIC insurance on certain qualifying amounts of customer deposits and provides other banking and cash management capabilities

E*TRADE Financial Corporate Services is a provider of software and services for managing equity compensation plans to our corporate clients

E*TRADE Futures is a registered non-clearing FCM that provides retail futures transaction capabilities for our customers

E*TRADE Capital Management is an RIA that provides investment advisory services for our customers

Basis of Presentation

The condensed consolidated financial statements, also referred to herein as the consolidated financial statements, include the accounts of the Company and its majority-owned subsidiaries as determined under the voting interest model. Entities in which the Company has the ability to exercise significant influence but in which the Company does not possess control are generally accounted for by the equity method. Entities in which the Company does not have the ability to exercise significant influence are generally carried at cost. The Company also evaluates its initial and continuing involvement with certain entities to determine if the Company is required to consolidate the entities under the variable interest entity (VIE) model. This evaluation is based on a qualitative assessment of whether the Company is the primary beneficiary of a VIE, which requires the Company to possess both: 1) the power to direct the activities that most significantly impact the economic performance of the VIE; and 2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. There are no investments in which the Company represents the primary beneficiary of a VIE; therefore, there are no consolidated VIEs included for all periods presented.

The Company's consolidated financial statements are prepared in accordance with GAAP. Intercompany accounts and transactions are eliminated in consolidation. These consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary to present fairly the financial position,

E*TRADE Q2Q3 2019 10-Q | Page 4954

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

results of operations and cash flows for the periods presented and should be read in conjunction with our 2018 Annual Report.

Use of Estimates

Preparing the Company's consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes for the periods presented. Actual results could differ from management’s estimates. Certain significant accounting policies are critical because they are based on estimates and assumptions that require complex and subjective judgments by management including the allowance for loan losses, valuation and impairment of goodwill and acquired intangible assets, and income taxes. Management also makes estimates in recognizing accrued operating expenses and other liabilities. These liabilities are impacted by estimates for litigation and regulatory matters as well as estimates related to general operating expenses, such as incentive compensation and market data usage within communications expense. Management estimates reflect the liabilities deemed probable at the balance sheet date as determined as part of the Company's ongoing evaluations based on available information.

Adoption of New Accounting Standards

Accounting for Leases

In February 2016, the ~~Financial Accounting Standards Board (FASB)~~FASB amended the guidance on accounting for leases. The new guidance required lessees to recognize right-of-use (ROU) assets and lease liabilities on the balance sheet for the rights and obligations created by all qualifying leases. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee remains substantially unchanged and depends on classification as a finance or operating lease. The Company adopted the new guidance beginning on January 1, 2019 and elected to use the effective date as the date of initial application. As such, restated financial information and the additional disclosures required under the new standard will not be provided for the comparative periods presented. The new guidance also requires quantitative and qualitative disclosures that provide information about the amounts related to leasing arrangements recorded in the consolidated financial statements. For further information, see Note 10—Lease Arrangements. The Company elected to apply the "package of practical expedients," which permits it to not reassess prior conclusions on existing leases regarding lease identification, lease classification and initial direct costs. In addition, the Company has elected to apply the short-term lease exception for lease arrangements with maximum lease terms of 12 months or less. The Company elected to not apply the use-of-hindsight practical expedient, and the practical expedient relating to land easements is not applicable. Adoption of the standard did not have a material impact on the Company’s results of operations or cash flows.

At adoption, the Company recognized lease liabilities of $211 million, representing the present value of the remaining minimum fixed lease payments based on the incremental borrowing rates as of December 31, 2018. Changes in lease liabilities are based on current period interest expense and cash payments. The Company also recognized ROU assets of $193 million at adoption, which represents the measurement of the lease liabilities, prepaid lease payments made to lessors, initial direct costs incurred by the Company and lease incentives received.

E*TRADE Q2Q3 2019 10-Q | Page 5055

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes

In October 2018, the FASB amended the guidance on hedge accounting. The amended guidance adds the OIS rate based on the SOFR to the list of permitted benchmark interest rates for hedge accounting purposes. The amended guidance became effective on January 1, 2019, and the Company adopted the guidance on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The adoption did not have a material impact on the Company's financial condition, results of operations or cash flows.

New Accounting Standards Not Yet Adopted

Accounting for Credit Losses

In June 2016, the FASB amended the guidance on accounting for credit losses and has subsequently issued clarifications and improvements. The amended guidance requires measurement of ~~all current expected~~an allowance for credit losses ~~(CECL)~~ for financial instruments, including loans and debt securities, and other commitments to extend credit held at the reporting date. For financial assets measured at amortized cost, factors such as historical performance, current conditions, and reasonable and supportable forecasts, including expected charge-off recoveries, will be used to estimate expected credit losses. The amended guidance will also result in credit losses on impaired available-for-sale debt securities being recorded through an allowance for credit losses. The FASB issued additional amended guidance during the second quarter of 2019 that clarified that the CECL standard allows for subsequent increases in the fair value of collateral for collateral-dependent loans to be ~~recognized.~~recognized up to the amount previously charged-off. A loan is considered to be collateral-dependent when foreclosure is probable or when repayment is expected to be provided substantially through the sale of the underlying collateral when the borrower is experiencing financial difficulty. Additional amended transition guidance issued during the second quarter of 2019 allows entities to elect the fair value option on certain financial instruments, on an instrument-by-instrument basis; however, this fair value option election does not apply to held-to-maturity debt securities. The new guidance will be effective for interim and annual periods beginning January 1, 2020 and early adoption is permitted.

The Company has continued to make progress in developing credit loss estimation methods for the mortgage loan portfolio. The Company does not expect that credit losses for the investment security portfolio, margin receivables, securities-based lending activities and other financial assets held at amortized cost will be material based on its current analysis and industry views. As of September 30, 2019, the Company expects ~~that the CECL implementation impact will include a~~to recognize an after-tax benefit related to mortgage loans of approximately $75 to $100 million as an adjustment to opening retained earnings at adoption ~~related~~on January 1, 2020.

The expected benefit relates to the fair value of the underlying collateral for mortgage loans that were determined to be collateral-dependent and previously written down to the fair value of the underlying collateral. This adoption impact will be presented on the balance sheet as a “negative allowance” associated with these loans. When estimating the fair value of collateral, ~~value. This potential benefit does~~property valuations for these one- to four- family and home equity loans are based on the most recent "as is" property valuation data available, which may include appraisals, broker price opinions, automated valuation models or updated values using home price indices. These property valuations are then reduced for qualifying estimated costs to sell. These costs do not ~~yet contemplate~~include carrying costs or other disallowed adjustments, such as estimates for prolonged foreclosure proceedings associated with certain jurisdictions.

E*TRADE Q3 2019 10-Q | Page 56

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The expected impact includes the expected credit losses related to the remainingmortgage loans. The Company employed a probability of default and loss given default model for determining the CECL ~~implementation~~allowance for these mortgage loans, which utilized prepayment forecasts, loan amortization calculations, and other internally derived and externally sourced data and assumptions. Key inputs for the forecast included US home prices and unemployment data. The CECL impact for ~~the remaining mortgage loan portfolio. The Company does~~this portfolio is not ~~expect that credit losses for the investment security portfolio and margin receivables and other securities-based lending activities will~~expected to be material based on ~~its current analysis~~the seasoning of the Company’s mortgage loan portfolio and ~~industry views.~~the credit quality of the remaining loans. The Company utilized an externally provided macroeconomic forecast over the remaining life of the loans. This forecast includes a forward-looking view of macroeconomic factors over the next two to five years, after which the macroeconomic factors revert to externally provided long-term equilibrium values, rates, or patterns that do not include specific predictions for the economy.

The Company's focus for the remainder of 2019 will be the continued development and refinement of its credit loss estimation methods, the development of policies and procedures in support of implementation, testing and validation of credit loss estimation methods, and the completion of parallel runs of credit loss modeling. The Company's evaluation of the impact of the guidance contemplates the recent performance of the run-off legacy mortgage and consumer loan portfolio and the credit profile of the current investment securities portfolio; however, the impact will depend on the current and expected macroeconomic conditions and the nature and characteristics of financial assets held by the Company on the date of adoption.

~~E*TRADE Q2 2019 10-Q | Page 51~~

~~E*TRADE FINANCIAL CORPORATION~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

Simplifying the Test for Goodwill Impairment

In January 2017, the FASB amended the guidance to simplify the test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. The amended guidance requires the Company to perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge ~~should~~would be recognized at the amount by which the carrying amount exceeds the fair value of the reporting unit; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Income tax effects resulting from any tax deductible goodwill should be considered when measuring the goodwill impairment loss, if applicable. The Company will still have the option to perform a qualitative assessment to conclude whether it is more likely than not that the carrying amount of the Company exceeds its fair value. The guidance will be effective for interim and annual periods beginning January 1, 2020, and must be applied prospectively. Early adoption is permitted.

Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract

In August 2018, the FASB amended the guidance on accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The amended guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new guidance will be effective for interim and annual periods beginning on January 1, 2020, and should be applied either retrospectively or prospectively. The Company will adopt prospectively and is currently ~~evaluating~~finalizing modifications to the ~~impact of the new~~ accounting ~~guidance on the Company's financial condition, results of operations and cash flows.~~processes necessary for adoption.

Codification Improvements Related to Credit Losses, Financial Instruments, Derivatives and Hedging

In April 2019, the FASB clarified recently released guidance related to credit losses, financial instruments, derivatives and hedging. The FASB has an ongoing project on its agenda for improving the FASB's Accounting Standards Codification or correcting its unintended application. ~~These clarifications are similar to the items in the FASB's project~~The guidance will be effective

E*TRADE Q3 2019 10-Q | Page 57

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

for interim and ~~are therefore not expected to have a significant effect on the Company's current accounting practices.~~annual periods beginning January 1, 2020. The Company is currently evaluating the impact of these clarifications on the Company's financial condition, results of operations and cash flows.

NOTE 2—NET REVENUE

The following table presents the significant components of total net revenue (dollars in millions):


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
	2019			2018		2019			2018		2019		2018		2019			2018
Net interest income	$	490		$	453	$	982		$	898	$	455	$	466	$	1,437		$	1,364
Commissions	121			121		243			258		122		117		365			375
Fees and service charges	126			110		244			215		163		108		407			323
Gains (losses) on securities and other, net	(64		)	15		(53		)	25		16		17		(37		)	42
Other revenue	12			11		24			22		11		12		35			34
Total net revenue ⁽¹⁾	$	685		$	710	$	1,440		$	1,418	$	767	$	720	$	2,207		$	2,138


(1)	Contract balances and transaction price allocated to remaining performance obligations were not material for the periods presented.

In October 2019, we announced the elimination of retail commissions for online US listed stock, ETF, and options trades. We also reduced the options contract charge to $0.65 per contract for all traders while maintaining our active trader pricing at $0.50 per contract.

E*TRADE Q2Q3 2019 10-Q | Page 5258

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Interest Income and Interest Expense

The following table presents the significant components of interest income and interest expense (dollars in millions):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018		2019		2018
Interest income:
Cash and equivalents	$	3	$	2	$	6	$	5	$	2	$	2	$	8	$	7
Cash segregated under federal or other regulations	6		4		12		7		7		4		19		11
Investment securities	368		303		733		593		324		315		1,057		908
Margin receivables	130		118		256		221		120		130		376		351
Loans	28		33		56		66		25		32		81		98
Broker-related receivables and other	3		4		7		8		5		4		12		12
Subtotal interest income	538		464		1,070		900		483		487		1,553		1,387
Other interest revenue⁽¹⁾	22		25		45		57		38		27		83		84
Total interest income	560		489		1,115		957		521		514		1,636		1,471
Interest expense:
Sweep deposits	18		7		38		9		11		14		49		23
Savings deposits	23		1		38		1		27		2		65		3
Customer payables	8		4		17		5		7		8		24		13
Broker-related payables and other	1		3		2		4		2		3		4		7
Other borrowings	4		8		6		15		1		6		7		21
Corporate debt	14		10		28		19		14		13		42		32
Subtotal interest expense	68		33		129		53		62		46		191		99
Other interest expense⁽²⁾	2		3		4		6		4		2		8		8
Total interest expense	70		36		133		59		66		48		199		107
Net interest income	$	490	$	453	$	982	$	898	$	455	$	466	$	1,437	$	1,364


(1)	Other interest revenue is earned on certain securities loaned balances. Interest expense incurred on other securities loaned balances is presented on the broker-related payables and other line item above.


(2)	Other interest expense is incurred on certain securities borrowed balances. Interest income earned on other securities borrowed balances is presented on the broker-related receivables and other line item above.

E*TRADE Q2Q3 2019 10-Q | Page 5359

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Fees and Service Charges

The following table presents the significant components of fees and service charges ~~revenue~~ (dollars in millions):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018		2019		2018
Fees and service charges:
Money market funds and sweep deposits revenue									$	62	$	18	$	106	$	53
Order flow revenue	$	45	$	43	$	88	$	90	46		40		134		130
Money market funds and sweep deposits revenue	23		18		44		35
Advisor management and custody fees	19		16		37		27		19		19		56		46
Mutual fund service fees	13		12		25		23		13		13		38		36
Foreign exchange revenue	8		6		16		14		8		7		24		21
Reorganization fees	7		4		13		7		5		3		18		10
Other fees and service charges	11		11		21		19		10		8		31		27
Total fees and service charges	$	126	$	110	$	244	$	215	$	163	$	108	$	407	$	323

NOTE 3—FAIR VALUE DISCLOSURES

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company may use various valuation approaches, including market, income and/or cost approaches. The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is a market-based measure considered from the perspective of a market participant. Accordingly, even when market assumptions are not readily available, the Company’s own assumptions reflect those that market participants would use in pricing the asset or liability at the measurement date. The fair value measurement accounting guidance describes the following three levels used to classify fair value measurements:

Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company

Level 2 - quoted prices for similar assets and liabilities in an active market, quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly

Level 3 - unobservable inputs that are significant to the fair value of the assets or liabilities

The availability of observable inputs can vary and in certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to a fair value measurement requires judgment and consideration of factors specific to the asset or liability.

E*TRADE Q2Q3 2019 10-Q | Page 5460

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recurring Fair Value Measurement Techniques

Agency Debt and Mortgage-backed Securities

The Company’s agency mortgage-backed securities portfolio is comprised of debt securities which are guaranteed by US government sponsored enterprises and federal agencies. The fair value of agency mortgage-backed securities was determined using a market approach with quoted market prices, recent transactions and spread data for identical or similar instruments. Agency mortgage-backed securities were categorized in Level 2 of the fair value hierarchy.

The fair value measurements of agency debentures and other agency debt securities were determined using market and income approaches along with the Company’s own trading activities for identical or similar instruments and were categorized in Level 2 of the fair value hierarchy.

US Treasuries

The Company's fair value level classification of US Treasuries is based on the original maturity dates of the securities and whether the securities are the most recent issuances of a given maturity. US Treasuries with original maturities less than one year are classified as Level 1. US Treasuries with original maturities greater than one year are classified as Level 1 if they represent the most recent issuance of a given maturity; otherwise, these securities are classified as Level 2.

Non-agency Debt Securities

The Company's non-agency debt securities include senior classes of commercial mortgage-backed securities and asset-backed securities collateralized by credit card, automobile loan and student loan receivables. The fair value of non-agency debt securities was determined using a market approach with recent transactions and spread data for identical or similar instruments. Non-agency debt securities were categorized in Level 2 of the fair value hierarchy.

The Company sold its municipal bonds during the three months ended March 31, 2019. As of December 31, 2018, these securities were valued using a market approach with pricing service valuations corroborated by recent market transactions for identical or similar bonds and were categorized in Level 2 of the fair value hierarchy.

Publicly Traded Equity Securities

The fair value measurements of the Company's publicly traded equity securities were classified as Level 1 of the fair value hierarchy as they were based on quoted prices in active markets.

Nonrecurring Fair Value Measurement Techniques

Certain other assets are recorded 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 selling costs has been charged-off; and 2) real estate owned that is carried at the lower of the property’s carrying value or fair value less estimated selling costs.

E*TRADE Q2Q3 2019 10-Q | Page 5561

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Loans Receivable

Loans that have been delinquent for 180 days or that are in bankruptcy and certain troubled debt restructuring (TDR) loan modifications are charged-off based on the estimated current value of the underlying property less estimated selling costs. Property valuations for these one- to four-family and home equity loans are based on the most recent "as is" property valuation data available, which may include appraisals, broker price opinions, automated valuation models or updated values using home price indices.

Real Estate Owned

Property valuations for real estate owned are based on the lowest value of the most recent property valuation data available, which may include appraisals, listing prices or approved offer prices. Nonrecurring fair value measurements on one- to four-family loans, home equity loans and real estate owned were classified as Level 3 of the fair value hierarchy as the valuations included unobservable inputs that were significant to the fair value. The following table presents additional information about significant unobservable inputs used in the valuation of assets measured at fair value on a nonrecurring basis that were categorized in Level 3 of the fair value hierarchy:


	Unobservable Inputs	Average		Range	Unobservable Inputs	Average		Range
June 30, 2019:
September 30, 2019:
Loans receivable:
One- to four-family	Appraised value	$	714,100	$47,000 - $2,700,000	Appraised value	$	742,000	$92,000 - $2,700,000
Home equity	Appraised value	$	407,300	$126,000 - $970,000	Appraised value	$	405,200	$115,000 - $1,440,000
Real estate owned	Appraised value	$	392,100	$29,000 - $1,444,000	Appraised value	$	387,500	$30,000 - $1,050,000

December 31, 2018:
Loans receivable:
One- to four-family	Appraised value	$	594,700	$17,000 - $2,000,000	Appraised value	$	594,700	$17,000 - $2,000,000
Home equity	Appraised value	$	397,700	$73,000 - $1,060,000	Appraised value	$	397,700	$73,000 - $1,060,000
Real estate owned	Appraised value	$	329,500	$57,900 - $900,000	Appraised value	$	329,500	$57,900 - $900,000

E*TRADE Q2Q3 2019 10-Q | Page 5662

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recurring and Nonrecurring Fair Value Measurements

The following tables present the significant components of assets and liabilities measured at fair value (dollars in millions):


	Level 1		Level 2		Level 3		Total Fair Value		Level 1		Level 2		Level 3		Total Fair Value
June 30, 2019:
September 30, 2019:
Recurring fair value measurements:
Assets
Available-for-sale securities:
Agency mortgage-backed securities	$	—	$	17,710	$	—	$	17,710	$	—	$	18,514	$	—	$	18,514
Agency debentures	—		818		—		818		—		673		—		673
US Treasuries	—		937		—		937		—		1,349		—		1,349
Non-agency asset-backed securities	—		180		—		180		—		369		—		369
Non-agency mortgage-backed securities	—		68		—		68		—		114		—		114
Other	—		1		—		1		—		1		—		1
Total available-for-sale securities	—		19,714		—		19,714		—		21,020		—		21,020
Publicly traded equity securities⁽¹⁾	7		—		—		7		7		—		—		7
Total assets measured at fair value on a recurring basis⁽²⁾	$	7	$	19,714	$	—	$	19,721	$	7	$	21,020	$	—	$	21,027
Liabilities
Other liabilities:
Derivative liabilities⁽³⁾	$	—	$	5	$	—	$	5
Total liabilities measured at fair value on a recurring basis	$	—	$	5	$	—	$	5
Nonrecurring fair value measurements:
Loans receivable, net:
One- to four-family	$	—	$	—	$	9	$	9	$	—	$	—	$	13	$	13
Home equity	—		—		3		3		—		—		4		4
Total loans receivable	—		—		12		12		—		—		17		17
Other assets:
Real estate owned	—		—		14		14		—		—		12		12
Total assets measured at fair value on a nonrecurring basis⁽⁴⁾	$	—	$	—	$	26	$	26
Total assets measured at fair value on a nonrecurring basis⁽³⁾									$	—	$	—	$	29	$	29


(1)	Consists of investments in a mutual fund related to the ~~CRA.~~Community Reinvestment Act (CRA).


(2)	Assets measured at fair value on a recurring basis represented ~~32%~~34% of the Company’s total assets at ~~June~~September 30, 2019.


(3)	~~All derivative liabilities were interest rate contracts at June 30, 2019. Information related to derivative instruments is detailed in~~ ~~Note 7—Derivative Instruments and Hedging Activities~~.


~~(4)~~	Represents the fair value of assets prior to deducting estimated selling costs that were carried on the consolidated balance sheet at ~~June~~September 30, 2019, and for which a fair value measurement was recorded during the period.

E*TRADE Q2Q3 2019 10-Q | Page 5763

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



	Level 1		Level 2		Level 3		Total Fair Value
December 31, 2018:
Recurring fair value measurements:
Assets
Available-for-sale securities:
Agency mortgage-backed securities	$	—	$	22,162	$	—	$	22,162
Agency debentures	—		839		—		839
Agency debt securities	—		139		—		139
Municipal bonds	—		12		—		12
Other	—		1		—		1
Total available-for-sale securities	—		23,153		—		23,153
Derivative assets⁽¹⁾	—		1		—		1
Publicly traded equity securities⁽²⁾	7		—		—		7
Total assets measured at fair value on a recurring basis⁽³⁾	$	7	$	23,154	$	—	$	23,161
Nonrecurring fair value measurements:
Loans receivable, net:
One- to four-family	$	—	$	—	$	17	$	17
Home equity	—		—		6		6
Total loans receivable	—		—		23		23
Other assets:
Real estate owned	—		—		10		10
Total assets measured at fair value on a nonrecurring basis⁽⁴⁾	$	—	$	—	$	33	$	33


(1)	All derivative assets were interest rate contracts at December 31, 2018. Information related to derivative instruments is detailed in Note 7—Derivative Instruments and Hedging Activities.


(2)	Consists of investments in a mutual fund related to the CRA. At December 31, 2018, these equity securities are included in other assets on the consolidated balance sheet as a result of the adoption of amended accounting guidance.


(3)	Assets measured at fair value on a recurring basis represented 36% of the Company’s total assets at December 31, 2018.


(4)	Represents the fair value of assets prior to deducting estimated selling costs that were carried on the consolidated balance sheet at December 31, 2018, and for which a fair value measurement was recorded during the period.

Gains and losses on assets measured at fair value on a nonrecurring basis were not material for the periods presented.

Recurring Fair Value Measurements Categorized within Level 3

For the periods presented, no assets or liabilities measured at fair value on a recurring basis were categorized within Level 3 of the fair value hierarchy. The Company had no transfers between levels during the periods presented.

E*TRADE Q2Q3 2019 10-Q | Page 5864

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Fair Value of Financial Instruments Not Carried at Fair Value

The following tables present the carrying values, fair values and fair value hierarchy level classification of financial instruments that are not carried at fair value on the consolidated balance sheet (dollars in millions):


	June 30, 2019										September 30, 2019
	Carrying Value		Level 1		Level 2		Level 3		Total Fair Value		Carrying Value		Level 1		Level 2		Level 3		Total Fair Value
Assets
Cash and equivalents	$	380	$	380	$	—	$	—	$	380	$	493	$	493	$	—	$	—	$	493
Cash segregated under federal or other regulations	$	948	$	948	$	—	$	—	$	948	$	1,365	$	1,365	$	—	$	—	$	1,365
Held-to-maturity securities:
Agency mortgage-backed securities	$	20,323	$	—	$	20,520	$	—	$	20,520	$	19,563	$	—	$	19,880	$	—	$	19,880
Agency debentures	1,261		—		1,266		—		1,266		327		—		333		—		333
Agency debt securities	1,814		—		1,844		—		1,844		1,652		—		1,699		—		1,699
Total held-to-maturity securities	$	23,398	$	—	$	23,630	$	—	$	23,630	$	21,542	$	—	$	21,912	$	—	$	21,912
Margin receivables⁽¹⁾	$	9,930	$	—	$	9,930	$	—	$	9,930	$	9,859	$	—	$	9,859	$	—	$	9,859
Loans receivable, net:
One- to four-family	$	929	$	—	$	—	$	970	$	970	$	860	$	—	$	—	$	897	$	897
Home equity	713		—		—		754		754		661		—		—		701		701
Consumer	93		—		—		93		93		84		—		—		83		83
Securities-based lending	114		—		114		—		114		142		—		142		—		142
Total loans receivable, net⁽²⁾	$	1,849	$	—	$	114	$	1,817	$	1,931	$	1,747	$	—	$	142	$	1,681	$	1,823
Receivables from brokers, dealers and clearing organizations⁽¹⁾	$	902	$	—	$	902	$	—	$	902	$	1,038	$	—	$	1,038	$	—	$	1,038
Other assets⁽¹⁾⁽³⁾	$	88	$	—	$	88	$	—	$	88	$	357	$	—	$	357	$	—	$	357
Liabilities
Deposits	$	40,289	$	—	$	40,288	$	—	$	40,288	$	40,382	$	—	$	40,382	$	—	$	40,382
Customer payables	$	10,629	$	—	$	10,629	$	—	$	10,629	$	11,183	$	—	$	11,183	$	—	$	11,183
Payables to brokers, dealers and clearing organizations	$	1,146	$	—	$	1,146	$	—	$	1,146	$	1,091	$	—	$	1,091	$	—	$	1,091
Other borrowings	$	300	$	—	$	300	$	—	$	300
Corporate debt	$	1,410	$	—	$	1,449	$	—	$	1,449	$	1,410	$	—	$	1,484	$	—	$	1,484

(1)

The fair value of securities that the Company received as collateral in connection with margin receivables and securities borrowing activities, including the fully paid lending program, where the Company is permitted to sell or re-pledge the securities, was ~~$13.9~~$14.0 billion at ~~June~~September 30, 2019. Of this amount, $2.3 billion had been pledged or sold in connection with securities loaned and deposits with clearing organizations at ~~June~~September 30, 2019.


(2)	The carrying value of loans receivable, net includes the allowance for loan losses of ~~$30~~$27 million and loans that are recorded at fair value on a nonrecurring basis at ~~June~~September 30, 2019.


(3)	~~The $88~~Includes $250 million ~~in other assets at June 30, 2019 represents~~of securities purchased under agreements to resell and $107 million of securities borrowing from customers under the fully paid lending program. The fair value of the securities that the Company received as collateral for securities purchased under agreements to resell was $258 million at September 30, 2019.

E*TRADE Q2Q3 2019 10-Q | Page 5965

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



	December 31, 2018
	Carrying Value		Level 1		Level 2		Level 3		Total Fair Value
Assets
Cash and equivalents	$	2,333	$	2,333	$	—	$	—	$	2,333
Cash segregated under federal or other regulations	$	1,011	$	1,011	$	—	$	—	$	1,011
Held-to-maturity securities:
Agency mortgage-backed securities	$	18,085	$	—	$	17,748	$	—	$	17,748
Agency debentures	1,824		—		1,808		—		1,808
Agency debt securities	1,975		—		1,935		—		1,935
Total held-to-maturity securities	$	21,884	$	—	$	21,491	$	—	$	21,491
Margin receivables⁽¹⁾	$	9,560	$	—	$	9,560	$	—	$	9,560
Loans receivable, net:
One- to four-family	$	1,069	$	—	$	—	$	1,099	$	1,099
Home equity	810		—		—		825		825
Consumer	117		—		—		115		115
Securities-based lending	107		—		107		—		107
Total loans receivable, net⁽²⁾	$	2,103	$	—	$	107	$	2,039	$	2,146
Receivables from brokers, dealers and clearing organizations⁽¹⁾	$	760	$	—	$	760	$	—	$	760
Other assets⁽¹⁾⁽³⁾	$	36	$	—	$	36	$	—	$	36
Liabilities
Deposits	$	45,313	$	—	$	45,313	$	—	$	45,313
Customer payables	$	10,117	$	—	$	10,117	$	—	$	10,117
Payables to brokers, dealers and clearing organizations	$	948	$	—	$	948	$	—	$	948
Corporate debt	$	1,409	$	—	$	1,372	$	—	$	1,372

(1)

The fair value of securities that the Company received as collateral in connection with margin receivables and securities borrowing activities, including the fully paid lending program, where the Company is permitted to sell or re-pledge the securities, was $12.9 billion at December 31, 2018. Of this amount, $2.3 billion had been pledged or sold in connection with securities loaned and deposits with clearing organizations at December 31, 2018.


(2)	The carrying value of loans receivable, net includes the allowance for loan losses of $37 million and loans that are recorded at fair value on a nonrecurring basis at December 31, 2018.


(3)	The $36 million in other assets at December 31, 2018 represents securities borrowing from customers under the fully paid lending program.

Fair Value of Commitments and Contingencies

In the normal course of business, the Company makes various commitments to extend credit and incur contingent liabilities that are not reflected in the consolidated balance sheet. Changes in the economy or interest rates may influence the impact that these commitments and contingencies have on the Company in the future. The Company does not estimate the fair value of those commitments. Information related to such commitments and contingent liabilities is included in Note 14—Commitments, Contingencies and Other Regulatory Matters.

E*TRADE Q2Q3 2019 10-Q | Page 6066

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 4—OFFSETTING ASSETS AND LIABILITIES

Securities Purchased Under Agreements to Resell

Securities purchased under agreements to resell are treated as collateralized financing transactions and are recorded at their contractual amounts plus accrued interest. For financial statement purposes, the Company does not offset securities purchased under agreements to resell transactions with securities sold under agreements to repurchase. The Company obtains securities as collateral from the counterparty with a market value in excess of the principal amount loaned. This activity could result in losses if the counterparty fails to repurchase the securities held as collateral for the cash advanced and the market value of the securities declines. The Company continuously monitors the collateral value and obtains additional collateral from the counterparty in an effort to ensure full collateralization.

Securities Lending Transactions

~~Deposits paid for securities~~Securities borrowed and ~~deposits received for~~ securities loaned transactions are recorded at the amount of cash collateral ~~advanced~~delivered to or received from the counterparty plus accrued interest. For financial statement purposes, the Company does not offset securities borrowing and securities lending transactions. These activities are generally transacted under master agreements that are widely used by counterparties and that may allow for net settlements of payments in the normal course, as well as offsetting of all contracts with a given counterparty in the event of bankruptcy or default of one of the two parties to the transaction. The following table presents information about the Company's securities borrowing and securities lending transactions to enable the users of the Company’s consolidated financial statements to evaluate the potential effect of rights of set-off between these recognized assets and liabilities (dollars in millions):

Gross Amounts Not Offset in the Consolidated Balance Sheet
Gross Amounts of Recognized Assets and Liabilities Gross Amounts Offset in the Consolidated Balance Sheet
Net Amounts Presented in the Consolidated Balance Sheet ⁽¹⁾
Financial Instruments Collateral Received or Pledged (Including Cash) Net Amount
June 30, 2019:
Assets:
Securities borrowed ⁽²⁾
$ 578
$ —
$ 578
$ (112 ) $ (450 ) $ 16

Liabilities:
Securities loaned ⁽³⁾
$ 1,098
$ —
$ 1,098
$ (112 ) $ (903 ) $ 83

December 31, 2018:
Assets:
Securities borrowed ⁽²⁾
$ 176
$ —
$ 176
$ (104 ) $ (61 ) $ 11

Liabilities:
Securities loaned ⁽³⁾
$ 887
$ —
$ 887
$ (104 ) $ (700 ) $ 83

~~(1)~~

The vast majority of the net amount of deposits paid for securities borrowed are reflected in the receivables from brokers, dealers and clearing organizations line item while the deposits paid for securities borrowed under the fully paid lending program are reflected in other assets. Deposits received for securities loaned are reflected in the payables to brokers, dealers and clearing organizations line item in the consolidated balance sheet.

~~(2)~~

Included in the gross amounts of deposits paid for securities borrowed was $279 million and $65 million at June 30, 2019 and December 31, 2018, respectively, transacted through a program with a clearing organization, which guarantees the return of cash to the Company. For presentation purposes, these amounts presented are based on the counterparties under the Company’s master securities loan agreements.

~~(3)~~

Included in the gross amounts of deposits received for securities loaned was $530 million and $543 million at June 30, 2019 and December 31, 2018, respectively, transacted through a program with a clearing organization, which guarantees the return of securities to the Company. For presentation purposes, these amounts presented are based on the counterparties under the Company’s master securities loan agreements.

~~E*TRADE Q2 2019 10-Q | Page 61~~

~~E*TRADE FINANCIAL CORPORATION~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

The Company is required to ~~deposit~~deliver cash ~~with~~to the lender for securities borrowed whereas the Company receives collateral in the form of cash for securities loaned. These activities both require cash in an amount generally in excess of the market value of the securities and have overnight or continuous remaining contractual maturities. Securities lending transactions expose the Company to counterparty credit risk and market risk. To manage the counterparty risk, the Company maintains internal standards for approving counterparties, reviews and analyzes the credit rating of each counterparty, and monitors its positions with each counterparty on an ongoing basis. In addition, for certain of the Company's securities lending transactions, the Company uses a program with a clearing organization that guarantees the return of collateral. The Company monitors the market value of the securities borrowed and loaned using collateral arrangements that require additional collateral to be obtained from or excess collateral to be returned to the counterparties based on changes in market value, in an effort to maintain specified collateral levels.

E*TRADE Q3 2019 10-Q | Page 67

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents information about these transactions to enable the users of the Company’s consolidated financial statements to evaluate the potential effect of rights of set-off between these recognized assets and liabilities (dollars in millions):



							Gross Amounts Not Offset in the Consolidated Balance Sheet
	Gross Amounts of Recognized Assets and Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts Presented in the Consolidated Balance Sheet ⁽¹⁾⁽²⁾		Financial Instruments			Collateral Received or Pledged (Including Cash)			Net Amount
September 30, 2019:
Assets:
Securities purchased under agreements to resell ⁽³⁾	$	250	$	—	$	250	$	—		$	(250	)	$	—
Securities borrowed ⁽⁴⁾	728		—		728		(76		)	(629		)	23
Total	$	978	$	—	$	978	$	(76	)	$	(879	)	$	23

Liabilities:
Securities loaned ⁽⁵⁾	$	1,028	$	—	$	1,028	$	(76	)	$	(862	)	$	90
Total	$	1,028	$	—	$	1,028	$	(76	)	$	(862	)	$	90

December 31, 2018:
Assets:
Securities borrowed ⁽⁴⁾	$	176	$	—	$	176	$	(104	)	$	(61	)	$	11
Total	$	176	$	—	$	176	$	(104	)	$	(61	)	$	11

Liabilities:
Securities loaned ⁽⁵⁾	$	887	$	—	$	887	$	(104	)	$	(700	)	$	83
Total	$	887	$	—	$	887	$	(104	)	$	(700	)	$	83


(1)	Securities purchased under agreements to resell are included in the other assets line item in the consolidated balance sheet.

(2)

The vast majority of the net amount of cash collateral paid for securities borrowed are reflected in the receivables from brokers, dealers and clearing organizations line item while the cash collateral paid for securities borrowed under the fully paid lending program are reflected in other assets. Cash collateral received for securities loaned are reflected in the payables to brokers, dealers and clearing organizations line item in the consolidated balance sheet.


(3)	Over-collateralized at September 30, 2019, as the market value of the securities received by the Company was $258 million.

(4)

Included in the gross amounts of cash collateral paid for securities borrowed was $501 million and $65 million at September 30, 2019 and December 31, 2018, respectively, transacted through a program with a clearing organization, which guarantees the return of cash to the Company. For presentation purposes, these amounts presented are based on the counterparties under the Company’s master securities loan agreements.

(5)

Included in the gross amounts of cash collateral received for securities loaned was $593 million and $543 million at September 30, 2019 and December 31, 2018, respectively, transacted through a program with a clearing organization, which guarantees the return of securities to the Company. For presentation purposes, these amounts presented are based on the counterparties under the Company’s master securities loan agreements.

E*TRADE Q3 2019 10-Q | Page 68

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Derivative Transactions

~~The majority~~At September 30, 2019, all of the derivatives that the Company ~~utilizes~~utilized in its hedging activities ~~are~~were subject to derivatives clearing agreements (centrally cleared derivatives contracts). These cleared derivatives contracts enable clearing by a derivatives clearing organization through a clearing member. Under the contracts, the clearing member typically has a one-way right to offset all contracts in the event of the Company's default or bankruptcy. Collateral exchanged under these contracts is not included in the preceding table as the contracts may not qualify as master netting agreements. For financial statement purposes, the Company does not offset derivatives assets and derivative liabilities. See Note 7—Derivative Instruments and Hedging Activities for additional information.

E*TRADE Q2Q3 2019 10-Q | Page 6269

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5—AVAILABLE-FOR-SALE AND HELD-TO-MATURITY SECURITIES

The following table presents the amortized cost and fair value of available-for-sale and held-to-maturity securities (dollars in millions):


	Amortized Cost		Gross Unrealized / Unrecognized Gains		Gross Unrealized / Unrecognized Losses			Fair Value		Amortized Cost		Gross Unrealized / Unrecognized Gains		Gross Unrealized / Unrecognized Losses			Fair Value
June 30, 2019:
September 30, 2019:
Available-for-sale securities:
Agency mortgage-backed securities	$	16,833	$	922	$	(45	)	$	17,710	$	17,464	$	1,095	$	(45	)	$	18,514
Agency debentures	782		36		—			818		639		34		—			673
US Treasuries	920		17		—			937		1,287		73		(11		)	1,349
Non-agency asset-backed securities⁽¹⁾	178		2		—			180		368		2		(1		)	369
Non-agency mortgage-backed securities	65		3		—			68		108		6		—			114
Other	1		—		—			1		1		—		—			1
Total available-for-sale securities	$	18,779	$	980	$	(45	)	$	19,714	$	19,867	$	1,210	$	(57	)	$	21,020
Held-to-maturity securities:
Agency mortgage-backed securities	$	20,323	$	263	$	(66	)	$	20,520	$	19,563	$	359	$	(42	)	$	19,880
Agency debentures	1,261		6		(1		)	1,266		327		6		—			333
Other agency debt securities	1,814		33		(3		)	1,844		1,652		48		(1		)	1,699
Total held-to-maturity securities	$	23,398	$	302	$	(70	)	$	23,630	$	21,542	$	413	$	(43	)	$	21,912

December 31, 2018:
Available-for-sale securities:
Agency mortgage-backed securities	$	22,140	$	327	$	(305	)	$	22,162	$	22,140	$	327	$	(305	)	$	22,162
Agency debentures	833		13		(7		)	839		833		13		(7		)	839
Other agency debt securities	140		1		(2		)	139		140		1		(2		)	139
Municipal bonds	12		—		—			12		12		—		—			12
Other	1		—		—			1		1		—		—			1
Total available-for-sale securities	$	23,126	$	341	$	(314	)	$	23,153	$	23,126	$	341	$	(314	)	$	23,153
Held-to-maturity securities:
Agency mortgage-backed securities	$	18,085	$	26	$	(363	)	$	17,748	$	18,085	$	26	$	(363	)	$	17,748
Agency debentures	1,824		—		(16		)	1,808		1,824		—		(16		)	1,808
Other agency debt securities	1,975		4		(44		)	1,935		1,975		4		(44		)	1,935
Total held-to-maturity securities	$	21,884	$	30	$	(423	)	$	21,491	$	21,884	$	30	$	(423	)	$	21,491


(1)	~~All non-agency~~Non-agency ABS ~~were~~ collateralized by credit card, automobile loan and student loan receivables represented approximately 61%, 21% and 18%, respectively, of the non-agency ABS held at ~~June~~September 30, 2019.

E*TRADE Q2Q3 2019 10-Q | Page 6370

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Contractual Maturities

The following table presents the contractual maturities of all available-for-sale and held-to-maturity debt securities (dollars in millions):


	June 30, 2019				September 30, 2019
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available-for-sale debt securities:
Due within one year	$	60	$	60	$	103	$	103
Due within one to five years	352		356		311		314
Due within five to ten years	9,638		10,389		9,464		10,391
Due after ten years	8,729		8,909		9,989		10,212
Total available-for-sale debt securities	$	18,779	$	19,714	$	19,867	$	21,020
Held-to-maturity debt securities:
Due within one year	$	17	$	17	$	23	$	23
Due within one to five years	2,040		2,063		2,094		2,133
Due within five to ten years	4,231		4,296		3,137		3,236
Due after ten years	17,110		17,254		16,288		16,520
Total held-to-maturity debt securities	$	23,398	$	23,630	$	21,542	$	21,912

At ~~June~~September 30, 2019 and December 31, 2018, the Company had pledged ~~$6.0~~$7.4 billion and $6.3 billion, respectively, of held-to-maturity debt securities, and ~~$495~~$520 million and $151 million, respectively, of available-for-sale securities, as collateral for FHLB advances, derivatives and other purposes.

E*TRADE Q2Q3 2019 10-Q | Page 6471

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Investments with Unrealized or Unrecognized Losses

The following table presents the fair value and unrealized or unrecognized losses on available-for-sale and held-to-maturity securities, and the length of time that individual securities have been in a continuous unrealized or unrecognized loss position (dollars in millions):


	Less than 12 Months					12 Months or More					Total					Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized / Unrecognized Losses			Fair Value		Unrealized / Unrecognized Losses			Fair Value		Unrealized / Unrecognized Losses			Fair Value		Unrealized / Unrecognized Losses			Fair Value		Unrealized / Unrecognized Losses			Fair Value		Unrealized / Unrecognized Losses
June 30, 2019:
September 30, 2019:
Available-for-sale securities:
Agency mortgage-backed securities	$	448	$	(6	)	$	3,327	$	(39	)	$	3,775	$	(45	)	$	843	$	(4	)	$	3,118	$	(41	)	$	3,961	$	(45	)
Agency debentures	—		—			58		—			58		—
US Treasuries	99		—			—		—			99		—			429		(11		)	—		—			429		(11		)
Non-agency asset-backed securities	89		—			—		—			89		—			203		(1		)	—		—			203		(1		)
Total temporarily impaired available-for-sale securities	$	636	$	(6	)	$	3,385	$	(39	)	$	4,021	$	(45	)	$	1,475	$	(16	)	$	3,118	$	(41	)	$	4,593	$	(57	)
Held-to-maturity securities:
Agency mortgage-backed securities	$	305	$	(2	)	$	6,154	$	(64	)	$	6,459	$	(66	)	$	403	$	(3	)	$	4,166	$	(39	)	$	4,569	$	(42	)
Agency debentures	—		—			443		(1		)	443		(1		)	—		—			35		—			35		—
Agency debt securities	—		—			399		(3		)	399		(3		)
Other agency debt securities																—		—			143		(1		)	143		(1		)
Total temporarily impaired held-to-maturity securities	$	305	$	(2	)	$	6,996	$	(68	)	$	7,301	$	(70	)	$	403	$	(3	)	$	4,344	$	(40	)	$	4,747	$	(43	)

December 31, 2018:
Available-for-sale securities:
Agency mortgage-backed securities	$	2,945	$	(34	)	$	7,826	$	(271	)	$	10,771	$	(305	)	$	2,945	$	(34	)	$	7,826	$	(271	)	$	10,771	$	(305	)
Agency debentures	383		(1		)	116		(6		)	499		(7		)	383		(1		)	116		(6		)	499		(7		)
Other agency debt securities	—		—			30		(2		)	30		(2		)	—		—			30		(2		)	30		(2		)
Municipal bonds	—		—			9		—			9		—			—		—			9		—			9		—
Other	1		—			—		—			1		—			1		—			—		—			1		—
Total temporarily impaired available-for-sale securities	$	3,329	$	(35	)	$	7,981	$	(279	)	$	11,310	$	(314	)	$	3,329	$	(35	)	$	7,981	$	(279	)	$	11,310	$	(314	)
Held-to-maturity securities:
Agency mortgage-backed securities	$	2,802	$	(31	)	$	11,587	$	(332	)	$	14,389	$	(363	)	$	2,802	$	(31	)	$	11,587	$	(332	)	$	14,389	$	(363	)
Agency debentures	776		(2		)	666		(14		)	1,442		(16		)	776		(2		)	666		(14		)	1,442		(16		)
Other agency debt securities	97		(1		)	1,487		(43		)	1,584		(44		)	97		(1		)	1,487		(43		)	1,584		(44		)
Total temporarily impaired held-to-maturity securities	$	3,675	$	(34	)	$	13,740	$	(389	)	$	17,415	$	(423	)	$	3,675	$	(34	)	$	13,740	$	(389	)	$	17,415	$	(423	)

The Company does not believe that any individual unrealized loss in the available-for-sale portfolio or unrecognized loss in the held-to-maturity portfolio represents an other-than-temporary impairment as of ~~June~~September 30, 2019 or through the date of this report. The Company does not intend to sell the debt securities in an unrealized or unrecognized loss position and it is not more likely than not that the Company will be required to sell the debt securities before the anticipated recovery of its remaining amortized cost of the debt securities in an unrealized or unrecognized loss position.

There were 0 impairment losses recognized in earnings on available-for-sale or held-to-maturity securities during the nine months ended September 30, 2019 and 2018.

E*TRADE Q2Q3 2019 10-Q | Page 6572

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~There were no impairment losses recognized in earnings on available-for-sale or held-to-maturity securities during the six months ended June 30, 2019 and 2018.~~

Gains (Losses) on Securities and Other, Net

The following table presents the components of gains (losses) on securities and other, net (dollars in millions):


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019			2018		2019		2018			2019			2018
Gains (losses) on available-for-sale securities, net:
Gains on available-for-sale securities(2)	$	15		$	11	$	26		$	22	$	14	$	65		$	40		$	87
Losses on available-for-sale securities(2)	(80		)	—		(80		)	—		—		(54		)	(80		)	(54		)
Subtotal	(65		)	11		(54		)	22		14		11			(40		)	33
Equity method investment income (loss) and other⁽¹⁾	1			4		1			3
Equity method investment income and other⁽³⁾											2		6			3			9
Gains (losses) on securities and other, net	$	(64	)	$	15	$	(53	)	$	25	$	16	$	17		$	(37	)	$	42

(1)

~~Includes $4~~In June 2019, the Company repositioned its balance sheet through the sales of $4.5 billion of lower-yielding investment securities. These sales enabled the reduction of our balance sheet size and the Company moved $6.6 billion of deposits to third-party banks generating additional capital capacity to support future share repurchases. Gains (losses) on securities and other, net for the nine months ended September 30, 2019 includes $80 million of losses related to these sales.

(2)

In August 2018, the Company sold available-for-sale securities and reinvested the sale proceeds in agency-backed securities at current market rates. A subset of these securities had been purchased in lower interest rate environments and were in unrealized loss positions at the time of sale. As both the change in intent related to these securities and the sale of these securities occurred within the same reporting period, the Company presented the losses on the sale of these securities within the gains on ~~CRA equity investments~~securities and other, net line item.


(3)	Includes a $5 million gain on the sale of our Chicago Stock Exchange investment for the three and nine months ended ~~June~~September 30, 2018.

The Company repositioned its balance sheet through the sales of $4.5 billion of lower-yielding investment securities. These sales enabled the reduction of our balance sheet size and the Company moved $6.6 billion of deposits to third-party banks during the quarter ended June 30, 2019, generating additional capital capacity to support future share repurchases. Gains (losses) on securities and other, net includes $80 million of losses related to these sales.

E*TRADE Q2Q3 2019 10-Q | Page 6673

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6—LOANS RECEIVABLE, NET

The following table presents loans receivable disaggregated by delinquency status (dollars in millions):


			Days Past Due																	Days Past Due
	Current		30-89		90-179		180+		Total		Unamortized Premiums, Net		Allowance for Loans Losses			Loans Receivable, Net		Current		30-89		90-179		180+		Total		Unamortized Premiums, Net		Allowance for Loans Losses			Loans Receivable, Net
June 30, 2019:
September 30, 2019:
One- to four-family	$	833	$	45	$	12	$	42	$	932	$	6	$	(9	)	$	929	$	777	$	37	$	8	$	39	$	861	$	5	$	(6	)	$	860
Home equity	676		26		10		20		732		—		(19		)	713		633		21		9		17		680		—		(19		)	661
Consumer	92		2		—		—		94		1		(2		)	93		83		2		—		—		85		1		(2		)	84
Securities-based lending⁽¹⁾	114		—		—		—		114		—		—			114		142		—		—		—		142		—		—			142
Total loans receivable	$	1,715	$	73	$	22	$	62	$	1,872	$	7	$	(30	)	$	1,849	$	1,635	$	60	$	17	$	56	$	1,768	$	6	$	(27	)	$	1,747

December 31, 2018:
One- to four-family	$	958	$	48	$	9	$	56	$	1,071	$	7	$	(9	)	$	1,069	$	958	$	48	$	9	$	56	$	1,071	$	7	$	(9	)	$	1,069
Home equity	774		25		13		24		836		—		(26		)	810		774		25		13		24		836		—		(26		)	810
Consumer	117		1		—		—		118		1		(2		)	117		117		1		—		—		118		1		(2		)	117
Securities-based lending⁽¹⁾	107		—		—		—		107		—		—			107		107		—		—		—		107		—		—			107
Total loans receivable	$	1,956	$	74	$	22	$	80	$	2,132	$	8	$	(37	)	$	2,103	$	1,956	$	74	$	22	$	80	$	2,132	$	8	$	(37	)	$	2,103


(1)	E*TRADE Line of Credit is a securities-based lending product where customers can borrow against the market value of their securities pledged as collateral. The unused credit line amount totaled ~~$267~~$310 million and $173 million as of ~~June~~September 30, 2019 and December 31, 2018, respectively.

At ~~June~~September 30, 2019, the Company pledged ~~$1.4~~$1.3 billion and $0.1 billion of loans as collateral to the FHLB and Federal Reserve Bank of Richmond, respectively. At December 31, 2018, the Company pledged $1.6 billion and $0.1 billion of loans as collateral to the FHLB and Federal Reserve Bank of Richmond, respectively.

E*TRADE Q2Q3 2019 10-Q | Page 6774

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Credit Quality and Concentrations of Credit Risk

The Company tracks and reviews factors to predict and monitor credit risk in its mortgage loan portfolio on an ongoing basis. The following tables present the distribution of the Company’s mortgage loan portfolios by credit quality indicator (dollars in millions):


	One- to Four-Family						Home Equity						One- to Four-Family						Home Equity
	June 30,			December 31,			June 30,			December 31,			September 30,			December 31,			September 30,			December 31,
Current LTV/CLTV⁽¹⁾	2019			2018			2019			2018			2019			2018			2019			2018
<=80%	$	749		$	823		$	414		$	454		$	706		$	823		$	393		$	454
80%-100%	121			165			184			215			102			165			169			215
100%-120%	38			45			88			110			31			45			77			110
>120%	24			38			46			57			22			38			41			57
Total mortgage loans receivable	$	932		$	1,071		$	732		$	836		$	861		$	1,071		$	680		$	836
Average estimated current LTV/CLTV ⁽²⁾	64		%	66		%	78		%	80		%	62		%	66		%	77		%	80		%
Average LTV/CLTV at loan origination ⁽³⁾	70		%	70		%	82		%	82		%	70		%	70		%	82		%	82		%

(1)

Current CLTV calculations for home equity loans are based on the maximum available line for HELOCs and outstanding principal balance for HEILs. For home equity loans in the second lien position, the original balance of the first lien loan at origination date and updated valuations on the property underlying the loan are used to calculate CLTV. Current property value estimates are updated on a quarterly basis.


(2)	The average estimated current LTV/CLTV ratio reflects the outstanding balance at the balance sheet date and the maximum available line for HELOCs, divided by the estimated current value of the underlying property.


(3)	Average LTV/CLTV at loan origination calculations are based on LTV/CLTV at time of purchase for one- to four-family purchased loans, HEILs and the maximum available line for HELOCs.


	One- to Four-Family				Home Equity				One- to Four-Family				Home Equity
	June 30,		December 31,		June 30,		December 31,		September 30,		December 31,		September 30,		December 31,
Current FICO	2019		2018		2019		2018		2019		2018		2019		2018
>=720	$	543	$	617	$	383	$	442	$	498	$	617	$	357	$	442
719 - 700	79		89		72		78		68		89		63		78
699 - 680	70		80		59		70		66		80		58		70
679 - 660	54		66		50		56		45		66		48		56
659 - 620	69		79		70		80		69		79		62		80
<620	117		140		98		110		115		140		92		110
Total mortgage loans receivable	$	932	$	1,071	$	732	$	836	$	861	$	1,071	$	680	$	836

One- to four-family loans include loans with an interest-only period, followed by an amortizing period. At ~~June~~September 30, 2019, 100% of these loans were amortizing. The home equity loan portfolio consists of HEILs and HELOCs. HEILs are primarily fully amortizing loans that do not offer the option of an interest-only payment. The majority of HELOCs had an interest only draw period at origination and converted to amortizing loans at the end of the draw period. At ~~June~~September 30, 2019, nearly 100% of the HELOC portfolio had converted from the interest-only draw period.

E*TRADE Q2Q3 2019 10-Q | Page 6875

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The weighted average age of our mortgage and consumer loans receivable was ~~13.3~~13.5 and 12.8 years at ~~June~~September 30, 2019 and December 31, 2018, respectively. Approximately 32% and 33% of the Company’s mortgage loans receivable were concentrated in California at ~~June~~September 30, 2019 and December 31, 2018, respectively. Approximately 10% of the Company's mortgage loans receivable were concentrated in New York at both ~~June~~September 30, 2019 and December 31, 2018. NoNaN other state had concentrations of mortgage loans that represented 10% or more of the Company’s mortgage loans receivable at ~~June~~September 30, 2019 or December 31, 2018.

At ~~June~~September 30, 2019, ~~25%~~23% and ~~19%~~22% of the Company’s past-due mortgage loans were concentrated in California and New York, respectively. NoNaN other state had concentrations of past-due mortgage loans that represented 10% or more of the Company's past-due mortgage loans. At ~~June~~September 30, 2019, 42% and 10% of the Company’s impaired mortgage loans were concentrated in California and New York, respectively. NoNaN other state had concentrations of impaired mortgage loans that represented 10% or more of the Company's impaired mortgage loans.

Nonperforming Loans

The Company classifies loans as nonperforming when they are no longer accruing interest. The following table presents nonperforming loans by loan portfolio (dollars in millions):


	June 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
One- to four-family	$	122	$	139	$	118	$	139
Home equity	63		71		58		71
Total nonperforming loans receivable	$	185	$	210	$	176	$	210

~~At June 30, 2019 and December 31, 2018, the~~The Company held ~~$16 million and~~ $13 million ~~respectively,~~ of real estate owned that was acquired through foreclosure or through a deed in lieu of foreclosure or similar legal ~~agreement.~~agreement at September 30, 2019 and December 31, 2018, respectively. The Company held ~~$37~~$33 million and $51 million of loans for which formal foreclosure proceedings were in process at ~~June~~September 30, 2019 and December 31, 2018, respectively.

E*TRADE Q2Q3 2019 10-Q | Page 6976

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Allowance for Loan Losses

The allowance for loan losses is management’s estimate of probable losses inherent in the loan portfolio at the balance sheet date, as well as the forecasted losses, including economic concessions to borrowers, over the estimated remaining life of loans modified as TDRs. The general allowance for loan losses includes a qualitative component to account for a variety of factors that present additional uncertainty that may not be fully considered in the quantitative loss model but are factors we believe may impact the level of credit losses.

The following table presents the allowance for loan losses by loan portfolio (dollars in millions):


	One- to Four-Family						Home Equity						Consumer						Total⁽¹⁾						September 30, 2019
	June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018			One- to Four-Family			Home Equity			Consumer			Total⁽¹⁾
General reserve:
Quantitative component	$	4		$	4		$	—		$	6		$	2		$	2		$	6		$	12		$	1		$	3		$	2		$	6
Qualitative component	—			—			1			1			—			—			1			1			—			(1		)	—			(1		)
Specific valuation allowance	5			5			18			19			—			—			23			24			5			17			—			22
Total allowance for loan losses	$	9		$	9		$	19		$	26		$	2		$	2		$	30		$	37		$	6		$	19		$	2		$	27
Allowance as a % of loans receivable⁽²⁾	0.9		%	0.8		%	2.6		%	3.1		%	1.1		%	1.0		%	1.6		%	1.7		%	0.7		%	2.8		%	1.6		%	1.5		%



	December 31, 2018
	One- to Four-Family			Home Equity			Consumer			Total⁽¹⁾
General reserve:
Quantitative component	$	4		$	6		$	2		$	12
Qualitative component	—			1			—			1
Specific valuation allowance	5			19			—			24
Total allowance for loan losses	$	9		$	26		$	2		$	37
Allowance as a % of loans receivable⁽²⁾	0.8		%	3.1		%	1.0		%	1.7		%


(1)	Securities-based lending loans were fully collateralized by cash and securities with fair values in excess of borrowings at both ~~June~~September 30, 2019 and December 31, 2018, respectively.


(2)	Allowance as a percentage of loans receivable is calculated based on the gross loans receivable including net unamortized premiums for each respective category.

E*TRADE Q2Q3 2019 10-Q | Page 7077

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents a roll forward by loan portfolio of the allowance for loan losses (dollars in millions):


	Three Months Ended June 30, 2019												Three Months Ended September 30, 2019
	One- to Four-Family			Home Equity			Consumer			Total			One- to Four-Family			Home Equity			Consumer			Total
Allowance for loan losses, beginning of period	$	9		$	21		$	2		$	32		$	9		$	19		$	2		$	30
Provision (benefit) for loan losses	(1		)	(8		)	1			(8		)	(5		)	(6		)	(1		)	(12		)
Charge-offs⁽¹⁾	—			—			(1		)	(1		)	—			—			—			—
Recoveries	1			6			—			7			2			6			1			9
Net (charge-offs) recoveries													2			6			1			9
Allowance for loan losses, end of period⁽²⁾													$	6		$	19		$	2		$	27

													Three Months Ended September 30, 2018
													One- to Four-Family			Home Equity			Consumer			Total
Allowance for loan losses, beginning of period													$	16		$	36		$	2		$	54
Provision (benefit) for loan losses													(6		)	(28		)	—			(34		)
Charge-offs⁽¹⁾													—			—			(1		)	(1		)
Recoveries⁽³⁾													2			19			1			22
Net (charge-offs) recoveries	1			6			(1		)	6			2			19			—			21
Allowance for loan losses, end of period⁽²⁾	$	9		$	19		$	2		$	30		$	12		$	27		$	2		$	41

	Three Months Ended June 30, 2018												Nine Months Ended September 30, 2019
	One- to Four-Family			Home Equity			Consumer			Total			One- to Four-Family			Home Equity			Consumer			Total
Allowance for loan losses, beginning of period	$	20		$	35		$	3		$	58		$	9		$	26		$	2		$	37
Provision (benefit) for loan losses	(6		)	(12		)	(1		)	(19		)	(8		)	(24		)	—			(32		)
Charge-offs⁽¹⁾	—			—			(1		)	(1		)	—			—			(2		)	(2		)
Recoveries	2			13			1			16			5			17			2			24
Net (charge-offs) recoveries	2			13			—			15			5			17			—			22
Allowance for loan losses, end of period⁽²⁾	$	16		$	36		$	2		$	54		$	6		$	19		$	2		$	27

	Six Months Ended June 30, 2019												Nine Months Ended September 30, 2018
	One- to Four-Family			Home Equity			Consumer			Total			One- to Four-Family			Home Equity			Consumer			Total
Allowance for loan losses, beginning of period	$	9		$	26		$	2		$	37		$	24		$	46		$	4		$	74
Provision (benefit) for loan losses	(3		)	(18		)	1			(20		)	(17		)	(56		)	(1		)	(74		)
Charge-offs⁽¹⁾	—			—			(2		)	(2		)	(1		)	—			(3		)	(4		)
Recoveries	3			11			1			15
Recoveries⁽³⁾													6			37			2			45
Net (charge-offs) recoveries	3			11			(1		)	13			5			37			(1		)	41
Allowance for loan losses, end of period⁽²⁾	$	9		$	19		$	2		$	30		$	12		$	27		$	2		$	41

	Six Months Ended June 30, 2018
	One- to Four-Family			Home Equity			Consumer			Total
Allowance for loan losses, beginning of period	$	24		$	46		$	4		$	74
Provision (benefit) for loan losses	(11		)	(28		)	(1		)	(40		)
Charge-offs⁽¹⁾	—			—			(2		)	(2		)
Recoveries	3			18			1			22
Net (charge-offs) recoveries	3			18			(1		)	20
Allowance for loan losses, end of period⁽²⁾	$	16		$	36		$	2		$	54

(1)

Includes benefits resulting from recoveries of partial charge-offs due to principal paydowns or payoffs for the periods presented. The benefits included in the charge-offs line item exceeded other charge-offs for both one-to-four family and home equity loan portfolios during the three ~~and six~~ months ended ~~June 30, 2019 and June~~September 30, 2018 ~~respectively.~~and 2019, respectively, and for the nine months ended September 30, 2019. The benefits included in the charge-offs line item exceeded other charge-offs for the home equity loan portfolio during the nine months ended September 30, 2018.

E*TRADE Q3 2019 10-Q | Page 78

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(2)	Securities-based lending loans were fully collateralized by cash and securities with fair values in excess of borrowings atfor both ~~June~~the three and nine months ended September 30, 2019 and ~~June~~September 30, 2018, respectively.

~~E*TRADE Q2 2019 10-Q | Page 71~~

~~E*TRADE FINANCIAL CORPORATION~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~


(3)	Includes $10 million of recoveries recognized during the three months ended September 30, 2018 and $15 million of recoveries recognized during the nine months ended September 30, 2018 related to the sale of previously charged-off home equity loans.

Total loans receivable designated as held-for-investment decreased ~~$0.3~~$0.4 billion during the ~~six~~nine months ended ~~June~~September 30, 2019. The allowance for loan losses was ~~$30~~$27 million, or ~~1.6%~~1.5% of total loans receivable, as of ~~June~~September 30, 2019 compared to $37 million, or 1.7% of total loans receivable, as of December 31, 2018. Net recoveries for the ~~six~~nine months ended ~~June~~September 30, 2019 were ~~$13~~$22 million compared to ~~$20~~$41 million in the same period in 2018.

The benefit for loan losses was ~~$20~~$32 million for the ~~six~~nine months ended ~~June~~September 30, 2019. The timing and magnitude of the provision (benefit) for loan losses is affected by many factors that could result in variability. These benefits reflected better than expected performance of our portfolio as well as recoveries in excess of prior expectations, including sales of charged-off loans and recoveries of previous charge-offs, as applicable, that were not included in our loss estimates.

The following table presents the total recorded investment in loans receivable and allowance for loan losses by loans that have been collectively evaluated for impairment and those that have been individually evaluated for impairment by loan portfolio (dollars in millions):


	Recorded Investment				Allowance for Loan Losses				Recorded Investment				Allowance for Loan Losses
	June 30,		December 31,		June 30,		December 31,		September 30,		December 31,		September 30,		December 31,
	2019		2018		2019		2018		2019		2018		2019		2018
Collectively evaluated for impairment:
One- to four-family	$	761	$	891	$	4	$	4	$	694	$	891	$	1	$	4
Home equity	607		698		1		7		561		698		2		7
Consumer	95		119		2		2		86		119		2		2
Securities-based lending	114		107		—		—		142		107		—		—
Total collectively evaluated for impairment	1,577		1,815		7		13		1,483		1,815		5		13
Individually evaluated for impairment:
One- to four-family	177		187		5		5		172		187		5		5
Home equity	125		138		18		19		119		138		17		19
Total individually evaluated for impairment	302		325		23		24		291		325		22		24
Total	$	1,879	$	2,140	$	30	$	37	$	1,774	$	2,140	$	27	$	37

Impaired Loans—Troubled Debt Restructurings

The Company considers a loan to be impaired when it meets the definition of a TDR. Delinquency status is the primary measure the Company uses to evaluate the performance of loans modified as TDRs. The Company classifies loans as nonperforming when they are no longer accruing interest. The recorded investment in loans modified as TDRs includes the charge-offs related to certain loans that were written down to estimated current value of the underlying property less estimated selling costs.

E*TRADE Q2Q3 2019 10-Q | Page 7279

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents a summary of the Company’s recorded investment in TDRs that were on accrual and nonaccrual status, further disaggregated by delinquency status (dollars in millions):


			Nonaccrual TDRs												Nonaccrual TDRs
	Accrual TDRs⁽¹⁾		Current⁽²⁾		30-89 Days Delinquent		90-179 Days Delinquent		180+ Days Delinquent		Total Recorded Investment in TDRs⁽³⁾⁽⁴⁾		Accrual TDRs⁽¹⁾		Current⁽²⁾		30-89 Days Delinquent		90-179 Days Delinquent		180+ Days Delinquent		Total Recorded Investment in TDRs⁽³⁾⁽⁴⁾
June 30, 2019:
September 30, 2019:
One- to four-family	$	85	$	57	$	10	$	5	$	20	$	177	$	83	$	60	$	10	$	2	$	17	$	172
Home equity	81		22		9		3		10		125		78		22		7		3		9		119
Total	$	166	$	79	$	19	$	8	$	30	$	302	$	161	$	82	$	17	$	5	$	26	$	291

December 31, 2018:
One- to four-family	$	87	$	61	$	12	$	4	$	23	$	187	$	87	$	61	$	12	$	4	$	23	$	187
Home equity	90		23		8		5		12		138		90		23		8		5		12		138
Total	$	177	$	84	$	20	$	9	$	35	$	325	$	177	$	84	$	20	$	9	$	35	$	325


(1)	Represents loans modified as TDRs that are current and have made six or more consecutive payments.


(2)	Represents loans modified as TDRs that are current but have not yet made six consecutive payments, bankruptcy loans and certain junior lien TDRs that have a delinquent senior lien.


(3)	Total recorded investment in TDRs includes premium (discount), as applicable, and is net of charge-offs, which were ~~$51~~$48 million and ~~$109~~$102 million for one-to four-family and home equity loans, respectively, as of ~~June~~September 30, 2019 and $55 million and $121 million, respectively, as of December 31, 2018.

(4)

Total recorded investment in TDRs at ~~June~~September 30, 2019 consisted of ~~$240~~$231 million of loans modified as TDRs and ~~$62~~$60 million of loans that have been charged off due to bankruptcy notification. Total recorded investment in TDRs at December 31, 2018 consisted of $253 million of loans modified as TDRs and $72 million of loans that have been charged off due to bankruptcy notification.

The following table presents the monthly average recorded investment and interest income recognized both on a cash and accrual basis for the Company's TDRs (dollars in millions):


	Average Recorded Investment				Interest Income Recognized				Average Recorded Investment				Interest Income Recognized
	Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2019		2018		2019		2018		2019		2018		2019		2018
One- to four-family	$	178	$	206	$	2	$	2	$	175	$	198	$	2	$	2
Home equity	129		155		3		3		122		148		2		4
Total	$	307	$	361	$	5	$	5	$	297	$	346	$	4	$	6

��	Average Recorded Investment				Interest Income Recognized
									Average Recorded Investment				Interest Income Recognized
	Six Months Ended June 30,				Six Months Ended June 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018		2019		2018
One- to four-family	$	181	$	208	$	4	$	4	$	179	$	205	$	6	$	6
Home equity	132		160		6		6		129		156		8		10
Total	$	313	$	368	$	10	$	10	$	308	$	361	$	14	$	16

E*TRADE Q2Q3 2019 10-Q | Page 7380

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents detailed information related to the Company’s TDRs and specific valuation allowances (dollars in millions):


	June 30, 2019						December 31, 2018						September 30, 2019						December 31, 2018
	Recorded Investment in TDRs		Specific Valuation Allowance		Net Investment in TDRs		Recorded Investment in TDRs		Specific Valuation Allowance		Net Investment in TDRs		Recorded Investment in TDRs		Specific Valuation Allowance		Net Investment in TDRs		Recorded Investment in TDRs		Specific Valuation Allowance		Net Investment in TDRs
With a recorded allowance:
One- to four-family	$	48	$	5	$	43	$	50	$	5	$	45	$	47	$	5	$	42	$	50	$	5	$	45
Home equity	$	55	$	18	$	37	$	60	$	19	$	41	$	52	$	17	$	35	$	60	$	19	$	41
Without a recorded allowance:⁽¹⁾
One- to four-family	$	129	$	—	$	129	$	137	$	—	$	137	$	125	$	—	$	125	$	137	$	—	$	137
Home equity	$	70	$	—	$	70	$	78	$	—	$	78	$	67	$	—	$	67	$	78	$	—	$	78
Total:
One- to four-family	$	177	$	5	$	172	$	187	$	5	$	182	$	172	$	5	$	167	$	187	$	5	$	182
Home equity	$	125	$	18	$	107	$	138	$	19	$	119	$	119	$	17	$	102	$	138	$	19	$	119


(1)	Represents loans where the discounted cash flow analysis or collateral value is equal to or exceeds the recorded investment in the loan.

E*TRADE Q2Q3 2019 10-Q | Page 7481

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents the number of loans and post-modification balances immediately after being modified by major class (dollars in millions):


	Three Months Ended									Three Months Ended
		Interest Rate Reduction									Interest Rate Reduction
	Number of Loans	Re-age/ Extension/ Interest Capitalization		Other with Interest Rate Reduction		Other⁽¹⁾		Total		Number of Loans	Re-age/ Extension/ Interest Capitalization		Other with Interest Rate Reduction		Other⁽¹⁾		Total
June 30, 2019:
September 30, 2019:
One- to four-family	7	$	1	$	—	$	2	$	3	7	$	4	$	—	$	1	$	5
Home equity	9	—		—		—		—		15	1		—		—		1
Total	16	$	1	$	—	$	2	$	3	22	$	5	$	—	$	1	$	6

June 30, 2018:
September 30, 2018:
One- to four-family	19	$	6	$	—	$	2	$	8	11	$	2	$	—	$	2	$	4
Home equity	16	2		1		—		3		15	—		—		1		1
Total	35	$	8	$	1	$	2	$	11	26	$	2	$	—	$	3	$	5

	Six Months Ended									Nine Months Ended
		Interest Rate Reduction									Interest Rate Reduction
	Number of Loans	Re-age/ Extension/ Interest Capitalization		Other with Interest Rate Reduction		Other⁽¹⁾		Total		Number of Loans	Re-age/ Extension/ Interest Capitalization		Other with Interest Rate Reduction		Other⁽¹⁾		Total
June 30, 2019:
September 30, 2019:
One- to four-family	16	$	2	$	—	$	3	$	5	23	$	6	$	—	$	4	$	10
Home equity	20	1		—		—		1		35	2		—		—		2
Total	36	$	3	$	—	$	3	$	6	58	$	8	$	—	$	4	$	12

June 30, 2018:
September 30, 2018:
One- to four-family	35	$	12	$	—	$	4	$	16	46	$	14	$	—	$	6	$	20
Home equity	60	4		1		—		5		75	4		1		1		6
Total	95	$	16	$	1	$	4	$	21	121	$	18	$	1	$	7	$	26


(1)	Amounts represent loans whose terms were modified in a manner that did not result in an interest rate reduction, including re-aged loans, extensions, and loans with capitalized interest.

E*TRADE Q2Q3 2019 10-Q | Page 7582

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Presentation on the Consolidated Balance Sheet

Hedging Instruments

The Company utilizes fair value hedges to offset exposure to changes in value of certain fixed-rate assets. The following table presents a summary of the fair value of derivatives as reported in the consolidated balance sheet (dollars in millions):


			Fair Value										Fair Value
	Notional		Asset⁽¹⁾		Liability⁽²⁾			Net⁽³⁾			Notional		Asset⁽¹⁾		Liability		Net⁽²⁾
June 30, 2019:
September 30, 2019:
Interest rate contracts:
Fair value hedges	$	11,290	$	—	$	(5	)	$	(5	)
Fair value hedges⁽³⁾											$	10,643	$	—	$	—	$	—
Total derivatives designated as hedging instruments⁽⁴⁾	$	11,290	$	—	$	(5	)	$	(5	)	$	10,643	$	—	$	—	$	—

December 31, 2018:
Interest rate contracts:
Fair value hedges	$	9,763	$	1	$	—		$	1		$	9,763	$	1	$	—	$	1
Total derivatives designated as hedging instruments⁽⁴⁾	$	9,763	$	1	$	—		$	1		$	9,763	$	1	$	—	$	1


(1)	Reflected in the other assets line item on the consolidated balance sheet.


(2)	~~Reflected in the other liabilities line item on the consolidated balance sheet.~~


~~(3)~~	Represents net fair value of derivative instruments for disclosure purposes only.


(3)	As of September 30, 2019, there are no bilateral derivative contracts.


(4)	All derivatives were designated as hedging instruments at ~~June~~September 30, 2019 and December 31, 2018.

The consolidated balance sheet and the table above exclude derivative assets of $5 million and $175 million at September 30, 2019 and December 31, 2018, respectively and derivative liabilities of $772 million and $131 million for the ~~following~~same periods. These contracts ~~that~~ were executed through a central clearing organization and were settled by variation margin ~~payments:~~

~~Derivative assets of $10 million and $175 million at June 30, 2019 and December 31, 2018, respectively~~

~~Derivative liabilities of $588 million and $131 million at June 30, 2019 and December 31, 2018, respectively~~payments.

E*TRADE Q2Q3 2019 10-Q | Page 7683

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Credit Risk

As ~~the majority~~all of the derivatives that the Company utilizes in its hedging activities at September 30, 2019 are subject to derivatives clearing agreements (cleared derivatives contracts), the credit risk associated with these cleared derivatives contracts is largely mitigated by the daily variation margin exchanged with counterparties. For other derivative contracts, the Company also monitors collateral requirements through credit support agreements, which reduce risk by permitting the netting of transactions with the same counterparty upon the occurrence of certain events. During the ~~six~~nine months ended ~~June~~September 30, 2019, the consideration of counterparty credit risk did not result in an adjustment to the valuation of the Company’s derivative instruments.

Hedged Assets

The following table presents the cumulative basis adjustments related to the carrying amount of hedged assets in fair value hedging relationships (dollars in millions):


			Cumulative Amount of Fair Value Hedging Basis Adjustment Included in Carrying Amount of Hedged Assets⁽²⁾								Cumulative Amount of Fair Value Hedging Basis Adjustment Included in Carrying Amount of Hedged Assets⁽²⁾
	Carrying Amount of Hedged Assets⁽¹⁾		Total			Discontinued			Carrying Amount of Hedged Assets⁽¹⁾		Total			Discontinued
June 30, 2019:
September 30, 2019:
Available-for-sale securities⁽³⁾	$	13,568	$	633		$	(358	)	$	13,386	$	891		$	(274	)

December 31, 2018:
Available-for-sale securities⁽³⁾	$	13,203	$	(10	)	$	(385	)	$	13,203	$	(10	)	$	(385	)


(1)	The carrying amount includes the impact of basis adjustments on active fair value hedges and the impact of basis adjustments from previously discontinued fair value hedges.


(2)	Represents the increase (decrease) to the carrying amount of hedged assets. The discontinued portion of the cumulative amount of fair value hedging basis adjustments is amortized into net interest income using the effective interest method over the expected remaining life of the hedged items.

(3)

Includes the amortized cost basis of closed portfolios of prepayable securities designated in hedging relationships in which the hedged item is the last layer of principal expected to be remaining throughout the hedge term. As of ~~June~~September 30, 2019 ~~the Company did not have any prepayable securities designated in last-of-layer hedging relationships. As of~~and December 31, 2018, respectively, the amortized cost basis of this portfolio was $45 million and $810 million, the amount of the designated hedged items was $30 million and $192 million and the cumulative basis adjustments associated with these hedges was $1 million and $6 million.

E*TRADE Q2Q3 2019 10-Q | Page 7784

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Presentation on the Consolidated Statement of Income

The following table presents the effects of fair value hedge accounting on the consolidated statement of income (dollars in millions):


	Interest Income												Interest Income
	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018			2019			2018			2019			2018

Total interest income	$	560		$	489		$	1,115		$	957		$	521		$	514		$	1,636		$	1,471

Effects of fair value hedging on total interest income⁽¹⁾⁽²⁾
Agency debentures:
Amounts recognized as interest accruals on derivatives	—			(1		)	—			(3		)	—			(1		)	—			(4		)
Changes in fair value of hedged items	24			(16		)	31			(66		)	30			(8		)	61			(74		)
Changes in fair value of derivatives	(25		)	17			(32		)	66			(29		)	8			(61		)	74
Net loss on fair value hedging relationships - agency debentures	(1		)	—			(1		)	(3		)	1			(1		)	—			(4		)

Agency mortgage-backed securities:
Amounts recognized as interest accruals on derivatives	1			(2		)	4			(15		)	(3		)	1			1			(14		)
Amortization of basis adjustments from discontinued hedges	9			7			19			9			8			7			27			16
Changes in fair value of hedged items	414			(97		)	688			(328		)	258			(88		)	946			(416		)
Changes in fair value of derivatives	(413		)	91			(686		)	320			(260		)	83			(946		)	403
Net gain (loss) on fair value hedging relationships - agency mortgage-backed securities	11			(1		)	25			(14		)	3			3			28			(11		)
Total net gain (loss) on fair value hedging relationships	$	10		$	(1	)	$	24		$	(17	)	$	4		$	2		$	28		$	(15	)


(1)	Excludes interest income accruals on hedged items and amounts recognized upon the sale of securities attributable to fair value hedge accounting.


(2)	Excludes interest on variation margin related to centrally cleared derivative contracts.

E*TRADE Q2Q3 2019 10-Q | Page 7885

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 8—DEPOSITS

The following table presents the significant components of deposits (dollars in millions):


	June 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
Sweep deposits	$	31,656	$	39,322	$	30,778	$	39,322
Savings deposits⁽¹⁾	6,916		4,133		7,964		4,133
Other deposits⁽²⁾	1,717		1,858		1,640		1,858
Total deposits	$	40,289	$	45,313	$	40,382	$	45,313


(1)	Includes ~~$5.1~~$6.3 billion and $2.0 billion of deposits at ~~June~~September 30, 2019, and December 31, 2018, respectively, in our Premium Savings Account product.


(2)	Includes checking deposits, money market deposits and certificates of deposit. As of ~~June~~September 30, 2019 and December 31, 2018, the Company had ~~$194~~$183 million and $193 million in non-interest bearing deposits, respectively.

The Company moved $6.6 billion of deposits to third-party banks ~~during the three months ended~~in June ~~30,~~ 2019 as part of the Company's balance sheet repositioning. See Note 5—Available-for-Sale and Held-to-Maturity Securities for additional information.

NOTE 9—OTHER BORROWINGS AND CORPORATE DEBT

Other Borrowings

The following table presents the Company's external lines of credit at ~~June~~September 30, 2019 (dollars in millions):


Description	Maturity Date	Borrower	Outstanding		Available		Maturity Date	Borrower	Outstanding		Available
Senior unsecured, committed revolving credit facility⁽¹⁾	June 2024	ETFC	$	—	$	300	June 2024	ETFC	$	—	$	300
FHLB secured credit facility	Determined at trade	ETB	300		$	6,072	Determined at trade	ETB	$	—	$	7,290
Federal Reserve Bank discount window	Overnight	ETB	—		$	1,060	Overnight	ETB	$	—	$	1,131
Senior unsecured, committed revolving credit facility⁽²⁾	June 2020	ETS	—		$	600	June 2020	ETS	$	—	$	600
Secured, committed lines of credit	June 2020	ETS	—		$	175	June 2020	ETS	$	—	$	175
Unsecured, uncommitted lines of credit	June 2020	ETS	—		$	50	June 2020	ETS	$	—	$	50
Unsecured, uncommitted lines of credit	None	ETS	—		$	75	None	ETS	$	—	$	75
Secured, uncommitted lines of credit	None	ETS	—		$	425	None	ETS	$	—	$	425
Total other borrowings			$	300

(1)

(2)

E*TRADE Q2Q3 2019 10-Q | Page 7986

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Corporate Debt

The following tables present the significant components of E*TRADE Financial's corporate debt (dollars in millions):


	Face Value		Discount			Net		Face Value		Discount			Net
June 30, 2019:
September 30, 2019:
Interest-bearing notes:
2.95% Senior Notes, due 2022	$	600	$	(3	)	$	597	$	600	$	(3	)	$	597
3.80% Senior Notes, due 2027	400		(3		)	397		400		(3		)	397
4.50% Senior Notes, due 2028	420		(4		)	416		420		(4		)	416
Total corporate debt	$	1,420	$	(10	)	$	1,410	$	1,420	$	(10	)	$	1,410



December 31, 2018:
Interest-bearing notes:
2.95% Senior Notes, due 2022	$	600	$	(4	)	$	596
3.80% Senior Notes, due 2027	400		(3		)	397
4.50% Senior Notes, due 2028	420		(4		)	416
Total corporate debt	$	1,420	$	(11	)	$	1,409

NOTE 10—LEASE ARRANGEMENTS

The Company enters into non-cancelable operating leases for its corporate offices, retail branches and other facilities. These leases have remaining terms ranging from less than one to 12 years, and the weighted-average remaining lease term for these leases is ~~8.8~~8.7 years. Most leases include one or more options to renew, with renewal terms that can extend the lease term up to 10 years. Only those renewal terms that the Company is reasonably certain of exercising are included in the calculation of the lease liability. Leases that have not yet commenced at ~~June~~September 30, 2019 will have an immaterial impact on the Company's right-of-use assets and lease liabilities. Certain lease agreements include rental payments based on power usage ~~and certain others include rental payments adjusted~~or that adjust periodically for inflation or costs incurred by the lessor. None of the Company's current lease agreements contain material residual value guarantees or material restrictive covenants.

The following table presents balance sheet information related to the Company's classification of ROU assets and operating lease liabilities (dollars in millions):


	Classification	June 30, 2019		Classification	September 30, 2019
Operating lease assets, net	Other assets	$	206	Other assets	$	211
Operating lease liabilities	Other liabilities	$	236	Other liabilities	$	243

The Company utilizes incremental borrowing rates to determine the present value of lease payments for each lease. As the Company's leases do not provide an implicit rate, the incremental borrowing rate estimates are based on the terms of each lease as well as the interest rate environment at the later of the adoption date of January 1, 2019, lease commencement date or lease remeasurement date. The incremental borrowing rate has also been adjusted to reflect a secured rate. A weighted-average discount rate of ~~4.4%~~4.3% was used to calculate the lease liability balances for the Company's operating leases.

E*TRADE Q2Q3 2019 10-Q | Page 8087

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Leases with an initial term of twelve months or less are not recorded on the balance sheet; lease expense for these leases is recognized on a straight-line basis over the lease term. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities.

Cash paid for amounts included in the measurement of operating lease liabilities was $6$8 million and ~~$13~~$21 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019. The following table presents the significant components of lease expense (dollars in millions):



	Classification	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease cost⁽¹⁾	Occupancy and Equipment	$	10	$	26
Variable lease cost	Occupancy and Equipment	—		2
Net lease expense⁽²⁾		$	10	$	28

Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019
Operating lease cost⁽¹⁾
Occupancy and Equipment $ 8
$ 16
Variable lease cost Occupancy and Equipment 1
2
Net lease expense⁽²⁾
$ 9
$ 18


(1)	Includes short-term lease costs which are not material.


(2)	Net of sublease income which is not material.

The following table presents the maturities of lease liabilities (dollars in millions):


	Operating Leases			Operating Leases
Years ending December 31,
2019⁽¹⁾	$	15		$	8
2020	36			37
2021	35			36
2022	31			32
2023	32			33
Thereafter	140			149
Total lease payments	289			295
Imputed interest	(53		)	(52		)
Present value of lease liabilities	$	236		$	243


(1)	Excludes maturities during the ~~six~~nine months ended ~~June~~September 30, 2019.

The Company executed a sale-leaseback transaction on its Alpharetta, Georgia office in 2014. The transaction was initially accounted for as a financing as it did not qualify for sale accounting. The Company evaluated this transaction as part of the adoption of the new lease guidance in 2019 and concluded that it did not qualify for sale accounting and should continue to be accounted for as a financing. The office building is included in the property and equipment, net line item and the related financing obligation is included in the other liabilities line item in the Company's consolidated balance sheet. Future minimum lease payments and sublease proceeds to be received under the lease are ~~$27~~$26 million and ~~$11~~$10 million, respectively.

E*TRADE Q2Q3 2019 10-Q | Page 8188

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 11—SHAREHOLDERS' EQUITY

Preferred Stock

The following table presents the preferred stock outstanding (in millions except total shares outstanding and per share data):


						Carrying Value at									Carrying Value at
Description	Issuance Date	Per Annum Dividend Rate	Total Shares Outstanding	Liquidation Preference per Share		June 30, 2019		December 31, 2018		Issuance Date	Per Annum Dividend Rate	Total Shares Outstanding	Liquidation Preference per Share		September 30, 2019		December 31, 2018
Series A
Fixed-to-Floating Rate Non-Cumulative	8/25/2016	5.875% to, but excluding, 9/15/2026; 3-mo LIBOR + 4.435% thereafter	400,000	$	1,000	$	394	$	394	8/25/2016	5.875% to, but excluding, 9/15/2026; 3-mo LIBOR + 4.435% thereafter	400,000	$	1,000	$	394	$	394
Series B
Fixed-to-Floating Rate Non-Cumulative	12/6/2017	5.30% to, but excluding, 3/15/2023; 3-mo LIBOR + 3.16% thereafter	3,000	$	100,000	295		295		12/6/2017	5.30% to, but excluding, 3/15/2023; 3-mo LIBOR + 3.16% thereafter	3,000	$	100,000	295		295
Total			403,000			$	689	$	689			403,000			$	689	$	689

Dividend on Preferred Stock

The following table presents the cash dividend paid on preferred stock (in millions except per share data):


Six Months Ended June 30, 2019							Six Months Ended June 30, 2018
Nine Months Ended September 30, 2019														Nine Months Ended September 30, 2019							Nine Months Ended September 30, 2018
Declaration Date	Record Date	Payment Date	Dividend per Share		Dividend Paid		Declaration Date	Record Date	Payment Date	Dividend per Share		Dividend Paid			Record Date	Payment Date	Dividend per Share		Dividend Paid		Declaration Date	Record Date	Payment Date	Dividend per Share		Dividend Paid
Series A ⁽¹⁾
2/7/2019	2/28/2019	3/15/2019	$	29.38	$	12	2/8/2018	2/28/2018	3/15/2018	$	29.38	$	12		2/28/2019	3/15/2019	$	29.38	$	12	2/8/2018	2/28/2018	3/15/2018	$	29.38	$	12
7/25/2019															8/30/2019	9/16/2019	$	29.38	12		7/26/2018	8/31/2018	9/17/2018	$	29.38	12
Series B ⁽¹⁾
2/7/2019	2/28/2019	3/15/2019	$	2,650.00	8										2/28/2019	3/15/2019	$	2,650.00	8
7/25/2019															8/30/2019	9/16/2019	$	2,650.00	8		7/26/2018	8/31/2018	9/17/2018	$	4,107.50	12
Total					$	20						$	12						$	40						$	36


(1)	Dividends are non-cumulative and payable semi-annually, if declared.

~~On July 25, 2019, the Company's Board of Directors declared a dividend of $2,650.00 per share (equivalent to $26.50 per depositary share, each representing 1/100~~^th ownership interest in a share), or $8 million in the aggregate, to holders of record of the Series B preferred stock and a dividend of $29.38 per share, or $12 million in the aggregate, to holders of record of the Series A preferred stock as of August 30, 2019. The dividends will be paid on September 16, 2019.

E*TRADE Q2Q3 2019 10-Q | Page 8289

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Common Stock

Dividend on Common Stock

The following table presents the cash dividend paid on common stock (in millions except per share data):


Six Months Ended June 30, 2019
Nine Months Ended September 30, 2019							Nine Months Ended September 30, 2019
Declaration Date	Record Date	Payment Date	Dividend per Share		Dividend Paid			Record Date	Payment Date	Dividend per Share		Dividend Paid
1/23/2019	2/1/2019	2/15/2019	$	0.14	$	35		2/1/2019	2/15/2019	$	0.14	$	35
4/16/2019	5/13/2019	5/20/2018	$	0.14	34			5/13/2019	5/20/2019	$	0.14	34
7/17/2019								8/19/2019	8/26/2019	$	0.14	34
Total					$	69						$	103

On ~~July 17,~~October 16, 2019, the Company declared a cash dividend for the third quarter of $0.14 per share on ~~our~~its outstanding shares of common stock. The dividend ~~will be paid~~is payable on ~~August 26,~~November 15, 2019, to shareholders of record as of the close of business on ~~August 19,~~November 8, 2019.

Share Repurchases

~~In October 2018,~~During the three months ended September 30, 2019, the Company ~~announced that~~completed its ~~Board of Directors authorized a~~prior $1 billion share repurchase ~~program. During~~program with the ~~six months ended June 30, 2019, the Company repurchased 7.2~~repurchase of 3.6 million shares of common stock for a total of ~~$342~~$157 million.

In July 2019, the Company announced that its Board of Directors has authorized a new $1.5 billion share repurchase program. During the three months ended September 30, 2019, the Company repurchased 9.8 million shares of common stock for a total of $409 million under this new repurchase program. As of ~~July 30,~~October 29, 2019, the Company had subsequently repurchased an additional ~~0.2~~0.9 million shares of common stock at an average price of ~~$49.10.~~$40.88. The Company accounts for share repurchases retired after repurchase by allocating the excess repurchase price over par to additional paid-in-capital. ~~In July 2019, the Company announced that its Board of Directors has authorized a new $1.5 billion share repurchase program.~~

Other Common Stock Activity

Other common stock activity includes shares withheld to pay taxes for share-based compensation, employee stock purchase plan and other activity.

E*TRADE Q2Q3 2019 10-Q | Page 8390

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Accumulated Other Comprehensive Loss

The following table presents after-tax changes in each component of accumulated other comprehensive loss (dollars in millions):


	2019			2018			2019			2018
Accumulated other comprehensive loss, beginning of period⁽¹⁾	$	(275	)	$	(26	)	$	(275	)	$	(26	)
Other comprehensive income (loss) before reclassifications	112			(128		)	112			(128		)
Amounts reclassified from accumulated other comprehensive loss	(7		)	(7		)	(7		)	(7		)
Transfer of held-to-maturity securities to available-for-sale securities⁽²⁾	—			6			—			6
Net change	105			(129		)	105			(129		)
Cumulative effect of hedge accounting adoption	—			(7		)	—			(7		)
Reclassification of tax effects due to federal tax reform	—			(14		)	—			(14		)
Balance, March 31,	$	(170	)	$	(176	)	$	(170	)	$	(176	)
Other comprehensive income (loss) before reclassifications	64			(51		)	64			(51		)
Amounts reclassified from accumulated other comprehensive loss	48			(8		)	48			(8		)
Net change	112			(59		)	112			(59		)
Balance, June 30,							$	(58	)	$	(235	)
Other comprehensive income (loss) before reclassifications							43			(86		)
Amounts reclassified from accumulated other comprehensive loss							(9		)	(8		)
Net change							34			(94		)
Accumulated other comprehensive loss, end of period⁽¹⁾	$	(58	)	$	(235	)	$	(24	)	$	(329	)


(1)	The accumulated other comprehensive loss balances and activities were related to available-for-sale securities in both periods.


(2)	Securities with a carrying value of $4.7 billion and related unrealized pre-tax gain of $7 million, or $6 million net of tax, were transferred from held-to-maturity securities to available-for-sale securities during the three months ended March 31, 2018, as part of a one-time transition election for early adopting the new derivatives and hedge accounting guidance.

E*TRADE Q2Q3 2019 10-Q | Page 8491

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents other comprehensive income (loss) activity and the related tax effect (dollars in millions):


	Three Months Ended June 30,																Three Months Ended September 30,
	2019							2018									2019									2018
	Before Tax		Tax Effect			After Tax		Before Tax			Tax Effect			After Tax			Before Tax			Tax Effect			After Tax			Before Tax			Tax Effect			After Tax
Other comprehensive income (loss)
Available-for-sale securities:
Unrealized gains (losses), net	$	86	$	(22	)	$	64	$	(69	)	$	18		$	(51	)	$	58		$	(15	)	$	43		$	(112	)	$	26		$	(86	)
Reclassification into earnings, net	65		(17		)	48		(11		)	3			(8		)	(12		)	3			(9		)	(11		)	3			(8		)
Net change from available-for-sale securities	151		(39		)	112		(80		)	21			(59		)	46			(12		)	34			(123		)	29			(94		)
Other comprehensive income (loss)	$	151	$	(39	)	$	112	$	(80	)	$	21		$	(59	)	$	46		$	(12	)	$	34		$	(123	)	$	29		$	(94	)

	Six Months Ended June 30,																Nine Months Ended September 30,
	2019							2018									2019									2018
	Before Tax		Tax Effect			After Tax		Before Tax			Tax Effect			After Tax			Before Tax			Tax Effect			After Tax			Before Tax			Tax Effect			After Tax
Other comprehensive income (loss)
Available-for-sale securities:
Unrealized gains (losses), net	$	236	$	(60	)	$	176	$	(241	)	$	62		$	(179	)	$	294		$	(75	)	$	219		$	(353	)	$	88		$	(265	)
Reclassification into earnings, net	55		(14		)	41		(21		)	6			(15		)	43			(11		)	32			(32		)	9			(23		)
Transfer of held-to-maturity securities to available-for-sale securities	—		—			—		7			(1		)	6			—			—			—			7			(1		)	6
Net change from available-for-sale securities	291		(74		)	217		(255		)	67			(188		)	337			(86		)	251			(378		)	96			(282		)
Other comprehensive income (loss)	$	291	$	(74	)	$	217	$	(255	)	$	67		$	(188	)	$	337		$	(86	)	$	251		$	(378	)	$	96		$	(282	)

The following table presents the consolidated statement of income line items impacted by reclassifications out of accumulated other comprehensive loss (dollars in millions):


Accumulated Other Comprehensive Loss Components	Amounts Reclassified from Accumulated Other Comprehensive Loss												Affected Line Items in the Consolidated Statement of Income	Amounts Reclassified from Accumulated Other Comprehensive Loss												Affected Line Items in the Consolidated Statement of Income
	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018				2019			2018			2019			2018
Available-for-sale securities:	$	(65	)	$	11		$	(54	)	$	22		Gains (losses) on securities and other, net	$	13		$	12		$	(41	)	$	34		Gains (losses) on securities and other, net
	—			—			(1		)	(1		)	Interest income	(1		)	(1		)	(2		)	(2		)	Interest income
	(65		)	11			(55		)	21			Reclassification into earnings, before tax	12			11			(43		)	32			Reclassification into earnings, before tax
	17			(3		)	14			(6		)	Income tax benefit (expense)	(3		)	(3		)	11			(9		)	Income tax benefit (expense)
	$	(48	)	$	8		$	(41	)	$	15		Reclassification into earnings, net	$	9		$	8		$	(32	)	$	23		Reclassification into earnings, net

E*TRADE Q2Q3 2019 10-Q | Page 8592

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 12—EARNINGS PER SHARE

Net income available to common shareholders, or net income less preferred stock dividends, represents the numerator used in the computation of basic and diluted earnings per common share. The denominators used in the computation of basic and diluted earnings per common share are basic and diluted weighted average common shares outstanding, respectively.

Basic weighted average common shares outstanding were ~~243.0~~235.8 million and ~~244.6~~241.7 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~263.8~~259.5 million and ~~265.2~~263.3 million for the same periods in 2018. The difference between basic and diluted weighted average common shares outstanding includes the weighted-average dilutive impact of securities, including restricted stock units and awards, dividend equivalent units, employee stock purchase plan shares and stock options, as well as the weighted-average dilutive impact of convertible debentures. This activity represented 0.5 million ~~and 0.6 million~~ shares for both the three and ~~six~~nine months ended ~~June~~September 30, 2019, ~~respectively,~~ compared to ~~1.1~~1.2 million and ~~1.2~~1.1 million shares for the same periods in ~~2018.~~2018, respectively. This resulted in diluted weighted average common shares outstanding of ~~243.5~~236.3 million and ~~245.2~~242.2 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, compared to ~~264.9~~260.7 million and ~~266.4~~264.4 million for the same periods in 2018. The amount of certain restricted stock and options excluded from the calculations of diluted earnings per common share due to the anti-dilutive effect was not material for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018.

E*TRADE Q2Q3 2019 10-Q | Page 8693

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 13—REGULATORY REQUIREMENTS

Broker-Dealer and FCM Capital Requirements

The Company's US broker-dealer, E*TRADE Securities, is subject to the Uniform Net Capital Rule under the Securities Exchange Act of 1934 administered by the SEC and FINRA, which requires the maintenance of minimum net capital. The minimum net capital requirements can be met under either the Aggregate Indebtedness method or the Alternative method. Under the Aggregate Indebtedness method, a broker-dealer is required to maintain net capital equal to or in excess of the greater of 6 2/3% of its aggregate indebtedness, as defined, or a minimum dollar amount. E*TRADE Securities has elected the Alternative method, under which it is required to maintain net capital equal to the greater of $250,000 or 2% of aggregate debit balances arising from customer transactions.

The Company's FCM, E*TRADE Futures, is subject to CFTC net capital requirements, including the maintenance of adjusted net capital equal to or in excess of the greater of (1) $1,000,000, (2) the FCM's risk-based capital requirement, computed as 8% of the total risk margin requirements for all positions carried in customer and non-customer accounts, or (3) the amount of adjusted net capital required by the NFA.

At ~~June~~September 30, 2019 and December 31, 2018, all of the Company’s broker-dealer and FCM subsidiaries met applicable minimum net capital requirements. The following table presents a summary of the minimum net capital requirements and excess capital for the Company’s broker-dealer and FCM subsidiaries (dollars in millions):


	Required Net Capital		Net Capital		Excess Net Capital		Required Net Capital		Net Capital		Excess Net Capital
June 30, 2019:
September 30, 2019:
E*TRADE Securities⁽¹⁾	$	217	$	1,261	$	1,044	$	221	$	1,348	$	1,127
E*TRADE Futures	2		27		25		2		27		25
Total⁽²⁾	$	219	$	1,288	$	1,069	$	223	$	1,375	$	1,152

December 31, 2018:
E*TRADE Securities	$	209	$	1,294	$	1,085	$	209	$	1,294	$	1,085
E*TRADE Futures	1		26		25		1		26		25
International broker-dealer	—		18		18		—		18		18
Total	$	210	$	1,338	$	1,128	$	210	$	1,338	$	1,128


(1)	E*TRADE Securities paid dividends of ~~$500~~$660 million to the parent company during the ~~six~~nine months ended ~~June~~September 30, ~~2019 and $160 million in July~~ 2019.


(2)	The Company's international broker-dealer de-registered and entered into voluntary liquidation in May 2019. The international broker-dealer was not subject to minimum net capital requirements at ~~June~~September 30, 2019.

Bank Capital Requirements

E*TRADE Financial and its bank subsidiaries, E*TRADE Bank and E*TRADE Savings Bank, are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can trigger certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial condition and results of operations of these entities. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, these entities must meet specific capital guidelines that involve quantitative measures of

E*TRADE Q2Q3 2019 10-Q | Page 8794

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~corrective action, these entities must meet specific capital guidelines that involve quantitative measures of~~ assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. In addition, the Company's bank subsidiaries may not pay dividends to the parent company without the non-objection, or in certain cases the approval, of their regulators, and any loans by the bank subsidiaries to the parent company or its other non-bank subsidiaries are subject to various quantitative, arm’s length, collateralization and other requirements. The capital amounts and classifications of these entities are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require these entities to meet minimum Tier 1 leverage, Common Equity Tier 1 capital, Tier 1 risk-based capital and Total risk-based capital ratios. Events beyond management's control, such as deterioration in credit markets, could adversely affect future earnings and their ability to meet future capital requirements. E*TRADE Financial, E*TRADE Bank and E*TRADE Savings Bank were categorized as "well capitalized" under the regulatory framework for prompt corrective action for the periods presented in the following table (dollars in millions):


	June 30, 2019										December 31, 2018										September 30, 2019										December 31, 2018
	Actual				Well Capitalized Minimum Capital				Excess Capital		Actual				Well Capitalized Minimum Capital				Excess Capital		Actual				Well Capitalized Minimum Capital				Excess Capital		Actual				Well Capitalized Minimum Capital				Excess Capital
	Amount		Ratio		Amount		Ratio		Amount		Amount		Ratio		Amount		Ratio		Amount		Amount		Ratio		Amount		Ratio		Amount		Amount		Ratio		Amount		Ratio		Amount
E*TRADE Financial⁽¹⁾	E*TRADE Financial⁽¹⁾																				E*TRADE Financial⁽¹⁾
Tier 1 leverage	$	4,310	6.7	%	$	3,202	5.0	%	$	1,108	$	4,097	6.6	%	$	3,101	5.0	%	$	996	$	4,044	6.9	%	$	2,940	5.0	%	$	1,104	$	4,097	6.6	%	$	3,101	5.0	%	$	996
Common Equity Tier 1	$	3,621	33.9	%	$	694	6.5	%	$	2,927	$	3,408	31.1	%	$	713	6.5	%	$	2,695	$	3,355	31.4	%	$	695	6.5	%	$	2,660	$	3,408	31.1	%	$	713	6.5	%	$	2,695
Tier 1 risk-based	$	4,310	40.4	%	$	854	8.0	%	$	3,456	$	4,097	37.3	%	$	877	8.0	%	$	3,220	$	4,044	37.8	%	$	855	8.0	%	$	3,189	$	4,097	37.3	%	$	877	8.0	%	$	3,220
Total risk-based	$	4,350	40.7	%	$	1,068	10.0	%	$	3,282	$	4,143	37.8	%	$	1,097	10.0	%	$	3,046	$	4,079	38.2	%	$	1,069	10.0	%	$	3,010	$	4,143	37.8	%	$	1,097	10.0	%	$	3,046
E*TRADE Bank⁽¹⁾⁽²⁾	E*TRADE Bank⁽¹⁾⁽²⁾																				E*TRADE Bank⁽¹⁾⁽²⁾
Tier 1 leverage	$	3,768	7.3	%	$	2,572	5.0	%	$	1,196	$	3,484	7.1	%	$	2,461	5.0	%	$	1,023	$	3,404	7.4	%	$	2,292	5.0	%	$	1,112	$	3,484	7.1	%	$	2,461	5.0	%	$	1,023
Common Equity Tier 1	$	3,768	40.2	%	$	609	6.5	%	$	3,159	$	3,484	34.9	%	$	650	6.5	%	$	2,834	$	3,404	37.2	%	$	595	6.5	%	$	2,809	$	3,484	34.9	%	$	650	6.5	%	$	2,834
Tier 1 risk-based	$	3,768	40.2	%	$	750	8.0	%	$	3,018	$	3,484	34.9	%	$	800	8.0	%	$	2,684	$	3,404	37.2	%	$	732	8.0	%	$	2,672	$	3,484	34.9	%	$	800	8.0	%	$	2,684
Total risk-based	$	3,798	40.5	%	$	937	10.0	%	$	2,861	$	3,521	35.2	%	$	999	10.0	%	$	2,522	$	3,431	37.5	%	$	916	10.0	%	$	2,515	$	3,521	35.2	%	$	999	10.0	%	$	2,522
E*TRADE Savings Bank⁽¹⁾	E*TRADE Savings Bank⁽¹⁾																				E*TRADE Savings Bank⁽¹⁾
Tier 1 leverage	$	1,458	27.3	%	$	267	5.0	%	$	1,191	$	1,456	26.6	%	$	273	5.0	%	$	1,183	$	1,472	41.9	%	$	176	5.0	%	$	1,296	$	1,456	26.6	%	$	273	5.0	%	$	1,183
Common Equity Tier 1	$	1,458	233.1	%	$	41	6.5	%	$	1,417	$	1,456	169.4	%	$	56	6.5	%	$	1,400	$	1,472	213.0	%	$	45	6.5	%	$	1,427	$	1,456	169.4	%	$	56	6.5	%	$	1,400
Tier 1 risk-based	$	1,458	233.1	%	$	50	8.0	%	$	1,408	$	1,456	169.4	%	$	69	8.0	%	$	1,387	$	1,472	213.0	%	$	56	8.0	%	$	1,416	$	1,456	169.4	%	$	69	8.0	%	$	1,387
Total risk-based	$	1,458	233.1	%	$	62	10.0	%	$	1,396	$	1,456	169.4	%	$	86	10.0	%	$	1,370	$	1,472	213.0	%	$	69	10.0	%	$	1,403	$	1,456	169.4	%	$	86	10.0	%	$	1,370

(1)

Basel III includes a capital conservation buffer that limits a banking organization’s ability to make capital distributions and discretionary bonus payments to executive officers if a banking organization fails to maintain a Common Equity Tier 1 capital conservation buffer of more than 2.5%, on a fully phased-in basis, of total risk-weighted assets above each of the following minimum risk-based capital ratio requirements: Common Equity Tier 1 capital (4.5%), Tier 1 risk-based capital (6.0%), and Total risk-based capital (8.0%). This requirement was effective beginning on January 1, 2016, and became fully phased-in on January 1, 2019.


(2)	E*TRADE Bank paid dividends of ~~$100~~$535 million to the parent company ~~in July~~during the three months ended September 30, 2019.

E*TRADE Q2Q3 2019 10-Q | Page 8895

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 14—COMMITMENTS, CONTINGENCIES AND OTHER REGULATORY MATTERS

The Company reviews its lawsuits, regulatory inquiries and other legal proceedings on an ongoing basis and provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. The Company establishes an accrual for losses at management's best estimate when it assesses that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company monitors these matters for developments that would affect the likelihood of a loss and the accrued amount, if any, and adjusts the amount as appropriate.

Litigation Matters

On October 27, 2000, Ajaxo, Inc. (Ajaxo) filed a complaint in the Superior Court for the State of California, County of Santa Clara. Ajaxo sought damages and certain non-monetary relief for the Company’s alleged breach of a non-disclosure agreement with Ajaxo pertaining to certain wireless technology that Ajaxo offered the Company as well as damages and other relief against the Company for their alleged misappropriation of Ajaxo’s trade secrets. Following a jury trial, a judgment was entered in 2003 in favor of Ajaxo against the Company for $1 million for breach of the Ajaxo non-disclosure agreement. The trial court subsequently denied Ajaxo’s requests for additional damages and relief following which Ajaxo appealed. Although the Company paid Ajaxo the full amount due on the above-described judgment, the case was remanded back to the trial court by the California Court of Appeals, and on May 30, 2008, a jury returned a verdict in favor of the Company denying all claims raised and demands for damages against the Company. After various appeals the case was again remanded back to the trial court. Following the third trial in this matter, in a Judgment and Statement of Decision filed September 16, 2015, the Court denied all claims for royalties by Ajaxo. Ajaxo’s post-trial motions were denied. Ajaxo has appealed to the Court of Appeals, Sixth District. The Company will continue to defend itself vigorously in this matter.

On May 13, 2019, a FINRA Dispute Resolution Statement of Claim was received on behalf of an E*TRADE customer and the customer's limited liability company. The Statement of Claim alleges that E*TRADE Securities and E*TRADE Capital Management violated Section 10(b) of the Securities Exchange Act, committed common law fraud, breached fiduciary duties, breached contractual duties, failed to supervise, and were negligent in the maintenance of the LLC’s accounts. The claim relates to margin liquidations from the LLC's accounts in February 2018. The Company intends to defend itself vigorously in this matter.

In addition to the matters described above, the Company is subject to various legal proceedings and claims that arise in the normal course of business. In each pending matter, the Company contests liability or the amount of claimed damages. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases where claimants seek substantial or indeterminate damages, or where investigation or discovery have yet to be completed, the Company is unable to estimate a range of reasonably possible losses on its remaining outstanding legal proceedings; however, the Company believes any losses, both individually or in the aggregate, should not be reasonably likely to have a material adverse effect on the consolidated financial condition or results of operations of the Company.

An unfavorable outcome in any matter could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, even if the ultimate outcomes are resolved in the Company’s favor, the defense of such litigation 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.

E*TRADE Q2Q3 2019 10-Q | Page 8996

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Regulatory Matters

The securities, futures, foreign currency and banking industries are subject to extensive regulation under federal, state and applicable international laws. From time to time, the Company has been threatened with or named as a defendant in lawsuits, arbitrations and administrative claims involving securities, banking and other matters. The Company is also subject to periodic regulatory examinations and inspections. Compliance and trading problems that are reported to regulators, such as the SEC, FINRA, NASDAQ, CFTC, NFA, FDIC, Federal Reserve Bank of Richmond, OCC, or the CFPB by dissatisfied customers or others are investigated by such regulators, and may, if pursued, result in formal claims being filed against the Company by customers or disciplinary action being taken against the Company or its employees by regulators. Any such claims or disciplinary actions that are decided against the Company could have a material impact on the financial results of the Company or any of its subsidiaries.

Insurance

The Company maintains insurance coverage that management believes is reasonable and prudent. The principal insurance coverage it maintains covers commercial general liability; property damage; hardware/software damage; cyber liability; directors and officers; employment practices liability; certain criminal acts against the Company; and errors and omissions. The Company believes that such insurance coverage is adequate for the purpose of its business. The Company’s ability to maintain this level of insurance coverage in the future, however, is subject to the availability of affordable insurance in the marketplace.

Commitments

The Company’s equity method, cost method and other investments are generally limited liability investments in partnerships, companies and other similar entities, including tax credit partnerships and community development entities, which are not required to be consolidated. The Company had ~~$47~~$53 million in unfunded contingent investment commitments with respect to these investments at ~~June~~September 30, 2019.

At ~~June~~September 30, 2019, the Company had ~~$16~~$15 million of certificates of deposit scheduled to mature in less than one year.

Guarantees

In prior periods when the Company sold loans, the Company provided guarantees to investors purchasing mortgage loans, which are considered standard representations and warranties within the mortgage industry. The primary guarantees are that: the mortgage and the mortgage note have been duly executed and each is the legal, valid and binding obligation of the Company, enforceable in accordance with its terms; the mortgage has been duly acknowledged and recorded and is valid; and the mortgage and the mortgage note are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. The Company is responsible for the guarantees on loans sold. If these claims prove to be untrue, the investor can require the Company to repurchase the loan and return all loan purchase and servicing release premiums. Management does not believe the potential liability exposure will have a material impact on the Company’s results of operations, cash flows or financial condition due to the

E*TRADE Q2Q3 2019 10-Q | Page 9097

Table of Contents

E*TRADE FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

nature of the standard representations and warranties, which have resulted in a minimal amount of loan repurchases.

ITEM 4. CONTROLS AND PROCEDURES

(a)

Based on an evaluation under the supervision and with the participation of our management, our Chief Executive Officer and our Chief Financial Officer have concluded that the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


(b)	There were no changes in the Company’s internal control over financial reporting during the quarter ended ~~June~~September 30, 2019, identified in connection with management's evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

E*TRADE Q2Q3 2019 10-Q | Page 9198

Table of Contents

PART II

ITEM 1. LEGAL PROCEEDINGS

Information in response to this item can be found under the heading Litigation Matters in Note 14—Commitments, Contingencies and Other Regulatory Matters to Part I. Item 1. Condensed Consolidated Financial Statements (Unaudited) in this Quarterly Report and is incorporated by reference into this item.

ITEM 1A. RISK FACTORS

There have been no material changes in the Company's risk factors from those disclosed in its 2018 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The table below presents the timing and impact of our share repurchase program, if applicable, and the shares withheld from employees to satisfy tax withholding obligations during the three months ended ~~June~~September 30, 2019 (dollars in millions, except share data and per share amounts):

Period
Total Number of Shares Purchased⁽¹⁾

Average Price Paid per Share⁽²⁾

Total Number of Shares Purchased as Part of the Publicly Announced Programs⁽³⁾

Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program⁽³⁾
April 1, 2019 - April 30, 2019 9,287
$ 48.62
—
$ 379
May 1, 2019 - May 31, 2019 3,407,401
$ 47.97
3,405,900
$ 216
June 1, 2019 - June 30, 2019 1,280,938
$ 45.70
1,280,000
$ 157
Total 4,697,626
$ 47.35
4,685,900



Period	Total Number of Shares Purchased⁽¹⁾	Average Price Paid per Share⁽¹⁾⁽²⁾		Total Number of Shares Purchased as Part of the Publicly Announced Programs⁽³⁾	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program⁽³⁾
July 1, 2019 - July 31, 2019	254,914	$	49.09	254,100	$	1,645
August 1, 2019 - August 31, 2019	6,499,445	$	41.27	6,491,700	$	1,377
September 1, 2019 - September 30, 2019	6,706,689	$	43.06	6,641,082	$	1,091
Total	13,461,048	$	42.31	13,386,882


(1)	Includes ~~11,726~~74,166 shares withheld to satisfy tax withholding obligations associated with vesting of share-based awards. The average price paid per share for shares withheld was $44.19.


(2)	Excludes commission paid, if any.


(3)	In October 2018, the Company announced that its Board of Directors authorized a $1 billion share repurchase program. The Company ~~had $157 million remaining~~completed repurchases under this ~~authorization at June 30,~~program in September 2019. In July 2019, the Company announced that its Board of Directors authorized a new $1.5 billion share repurchase program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

E*TRADE Q2Q3 2019 10-Q | Page 9299

Table of Contents

ITEM 6. EXHIBITS



Exhibit Number		Description


*10.1		Employment Agreement effective as of August 15, 2019 between the Company and Michael A. Pizzi.
*31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101.INS		XBRL Instance Document ~~(The~~(the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the ~~inline~~Inline XBRL ~~document.)~~document)

*101.SCH		Inline XBRL Taxonomy Extension Schema Document

*101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

*101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

*101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

*101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

*104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)




*	Filed herewith.

E*TRADE Q2Q3 2019 10-Q | Page 93100

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 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: ~~August 1,~~October 31, 2019




E*TRADE Financial Corporation (Registrant)

By		/S/ ~~KARL~~MICHAEL A. ~~ROESSNER~~PIZZI
		~~Karl~~Michael A. ~~Roessner~~Pizzi
		Chief Executive Officer
		(Principal Executive Officer)

By		/S/ CHAD E. TURNER
		Chad E. Turner
		Chief Financial Officer
		(Principal Financial Officer)

By		/S/ BRENT B. SIMONICH
		Brent B. Simonich
		Corporate Controller
		(Principal Accounting Officer)

E*TRADE Q2Q3 2019 10-Q | Page 94101



Period	Total Number of Shares Purchased⁽¹⁾	Average Price Paid per Share⁽²⁾		Total Number of Shares Purchased as Part of the Publicly Announced Programs⁽³⁾	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program⁽³⁾
April 1, 2019 - April 30, 2019	9,287	$	48.62	—	$	379
May 1, 2019 - May 31, 2019	3,407,401	$	47.97	3,405,900	$	216
June 1, 2019 - June 30, 2019	1,280,938	$	45.70	1,280,000	$	157
Total	4,697,626	$	47.35	4,685,900