E TRADE FINANCIAL CORP - FORM 10-Q

Attached files

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EX-31.1 - EXHIBIT 31.1 - E TRADE FINANCIAL CORP	dex311.htm
EX-32.1 - EXHIBIT 32.1 - E TRADE FINANCIAL CORP	dex321.htm
EX-31.2 - EXHIBIT 31.2 - E TRADE FINANCIAL CORP	dex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended September 30, 2009

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

Commission File Number 1-11921

E*TRADE Financial Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

94-2844166

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification Number)

135 East 57^th Street, New York, New York 10022

(Address of Principal Executive Offices and Zip Code)

(646) 521-4300

(Registrant’s Telephone Number, including Area Code)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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


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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No 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 November 2, 2009, there were 1,865,498,830 shares of common stock outstanding.

E*TRADE FINANCIAL CORPORATION

FORM 10-Q QUARTERLY REPORT

For the Quarter Ended September 30, 2009

TABLE OF CONTENTS


PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)		3
Consolidated Statement of Loss		53
Consolidated Balance Sheet		54
Consolidated Statement of Comprehensive Loss		55
Consolidated Statement of Shareholders’ Equity		56
Consolidated Statement of Cash Flows		57
Notes to Consolidated Financial Statements (Unaudited)		59
Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies		59
Note 2—Operating Interest Income and Operating Interest Expense		66
Note 3—Fair Value Disclosures		66
Note 4—Available-for-Sale Mortgage-Backed and Investment Securities		74
Note 5—Loans, Net		77
Note 6—Accounting for Derivative Instruments and Hedging Activities		79
Note 7—Deposits		84
Note 8—Securities Sold Under Agreements to Repurchase and Other Borrowings		84
Note 9—Corporate Debt		85
Note 10—Shareholders’ Equity		86
Note 11—Loss per Share		88
Note 12—Regulatory Requirements		88
Note 13—Commitments, Contingencies and Other Regulatory Matters		90
Note 14—Segment Information		94
Note 15—Subsequent Events		99
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Overview		3
Earnings Overview		8
Segment Results Review		20
Balance Sheet Overview		24
Liquidity and Capital Resources		28
Risk Management		33
Concentrations of Credit Risk		34
Summary of Critical Accounting Policies and Estimates		42
Glossary of Terms		47
Item 3. Quantitative and Qualitative Disclosures about Market Risk		51
Item 4. Controls and Procedures		99

PART II —OTHER INFORMATION
Item 1. Legal Proceedings		99
Item 1A. Risk Factors		102
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		102
Item 3. Defaults Upon Senior Securities		102
Item 4. Submission of Matters to a Vote of Security Holders		103
Item 5. Other Information		103
Item 6. Exhibits		103
Signatures		104

Unless otherwise indicated, references to “the Company,” “We,” “Us,” “Our” and “E*TRADE” mean E*TRADE Financial Corporation or its subsidiaries.

E*TRADE, E*TRADE Financial, E*TRADE Bank, Equity Edge, OptionsLink and the Converging Arrows logo are registered trademarks of E*TRADE Financial Corporation in the United States and in other countries.

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

This information is set forth immediately following Item 3, “Quantitative and Qualitative Disclosures about Market Risk.”

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements involving risks and uncertainties. These statements relate to our future plans, objectives, expectations and intentions. These statements may be identified by the use of words such as “expect,” “may,” “anticipate,” “intend,” “plan” and similar expressions. Our actual results could differ materially from those discussed in these forward-looking statements, and we caution that we do not undertake to update these statements. Factors that could contribute to our actual results differing from any forward-looking statements include those discussed under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report. The cautionary statements made in this report should be read as being applicable to all forward-looking statements wherever they appear in this report. Important factors that may cause actual results to differ materially from any forward-looking statements are set forth in our 2008 Form 10-K filed with the Securities and Exchange Commission (“SEC”) under the heading “Risk Factors,” as well as the factors set forth in or incorporated by reference in this report under Part II, Item 1A “Risk Factors”.

We further caution that there may be risks associated with owning our securities other than those discussed in such filings.

GLOSSARY OF TERMS

In analyzing and discussing our business, we utilize certain metrics, ratios and other terms that are defined in the “Glossary of Terms,” which is located at the end of Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

OVERVIEW

Strategy

Our core business is our trading and investing customer franchise. Our strategy is designed to profitably grow this business by focusing on several key factors. These key factors include development of innovative online brokerage products and services, a concerted effort to deliver superior customer service, creative and cost-effective marketing and sales, and expense discipline. In addition, we have and continue to invest significantly for long-term growth so that we remain competitive among the largest online brokers. We believe our focus on these key factors will lead to continued growth in our core business.

In addition to focusing on our customer franchise, our strategy includes an intense focus on addressing the balance sheet issues caused by the mortgage crisis. We are focused primarily on improving our capital structure as well as mitigating the credit losses inherent in our loan portfolio. We believe the recapitalization transactions executed in the second and third quarters of 2009 significantly improve our capital structure and better position the Company for future growth in the online brokerage business.

Key Factors Affecting Financial Performance

Our financial performance is affected by a number of factors outside of our control, including:

•

customer demand for financial products and services;

•

the weakness or strength of the residential real estate and credit markets;

•

the performance, volume and volatility of the equity and capital markets;

•

customer perception of the financial strength of our franchise;

•

market demand and liquidity in the secondary market for mortgage loans and securities; and

•

market demand and liquidity in the wholesale borrowings market, including securities sold under agreements to repurchase.

In addition to the items noted above, our success in the future will depend upon, among other things:

•

continuing our success in the acquisition, growth and retention of brokerage customers;

•

our ability to assess and manage credit risk;

•

our ability to generate capital sufficient to meet our operating needs, particularly at a level sufficient to offset loan losses;

•

our ability to assess and manage interest rate risk; and

•

disciplined expense control and improved operational efficiency.

Management monitors a number of metrics in evaluating the Company’s performance. The most significant of these are shown in the table and discussed in the text below:


	As of or For the Three Months Ended September 30,						Variance		As of or For the Nine Months Ended September 30,						Variance
	2009			2008			2009 vs. 2008		2009			2008			2009 vs. 2008
*Customer Activity Metrics:*
Daily average revenue trades		196,413			183,691		7	%		204,143			178,814		14	%
Average commission per trade	$	11.50		$	11.10		4	%	$	11.05		$	11.07		(0	)%
End of period brokerage accounts		2,729,137			2,520,102		8	%		2,729,137			2,520,102		8	%
Customer assets (dollars in billions)	$	148.7		$	142.2		5	%	$	148.7		$	142.2		5	%
Net new customer assets (dollars in billions)⁽¹⁾	$	(0.2	)	$	0.8		*		$	4.2		$	2.0		*
Brokerage related cash (dollars in billions)	$	20.3		$	17.7		15	%	$	20.3		$	17.7		15	%
Other customer cash and deposits (dollars in billions)		14.2			15.7		(10	)%		14.2			15.7		(10	)%

Customer cash and deposits (dollars in billions)	$	34.5		$	33.4		3	%	$	34.5		$	33.4		3	%

*Company Financial Metrics:*
Corporate cash (dollars in millions)	$	501.1		$	665.6		(25	)%	$	501.1		$	665.6		(25	)%
E*TRADE Bank excess risk-based capital (dollars in millions)	$	985.4		$	523.9		88	%	$	985.4		$	523.9		88	%
Allowance for loan losses (dollars in millions)	$	1,214.5		$	874.2		39	%	$	1,214.5		$	874.2		39	%
Allowance for loan losses as a % of nonperforming loans		82.37	%		109.45	%	(27.08	)%		82.37	%		109.45	%	(27.08	)%
Enterprise net interest spread (basis points)		282			263		7	%		269			261		3	%
Enterprise interest-earning assets (average in billions)	$	44.3		$	46.6		(5	)%	$	44.7		$	47.7		(6	)%

Percentage not meaningful

⁽¹⁾

For the nine months ended September 30, 2008, net new customer assets were $2.9 billion excluding the sale of Retirement Advisors of America (“RAA”).

Customer Activity Metrics

•

Daily average revenue trades (“DARTs”) are the predominant driver of commissions revenue from our customers.

•

Average commission per trade is an indicator of changes in our customer mix, product mix and/or product pricing. As a result, this metric is impacted by both the mix between our domestic and international businesses and the mix between active traders, mass affluent and main street customers.

•

End of period brokerage accounts are an indicator of our ability to attract and retain trading and investing customers.

•

Changes in customer assets are an indicator of the value of our relationship with the customer. An increase in customer assets generally indicates that the use of our products and services by existing and new customers is expanding. Changes in this metric are also driven by changes in the valuations of our customers’ underlying securities, which declined substantially towards the end of 2008 and into 2009.

•

Net new customer assets are total inflows to all new and existing customer accounts less total outflows from all closed and existing customer accounts and are a general indicator of the use of our products and services by existing and new customers.

•

Customer cash and deposits, particularly our brokerage related cash, are an indicator of a deepening engagement with our customers and are a key driver of net operating interest income.

Company Financial Metrics

•

Corporate cash is an indicator of the liquidity at the parent company. It is also a source of cash that can be deployed in our regulated subsidiaries.

•

E*TRADE Bank excess risk-based capital is the excess capital that E*TRADE Bank has compared to the regulatory minimum well-capitalized threshold and is an indicator of E*TRADE Bank’s ability to absorb future loan losses.

•

Allowance for loan losses is an estimate of the losses inherent in our loan portfolio as of the balance sheet date and is typically equal to the expected charge-offs in our loan portfolio over the next twelve months as well as the estimated charge-offs, including economic concessions to borrowers, over the estimated remaining life of loans modified in troubled debt restructurings.

•

Allowance for loan losses as a percentage of nonperforming loans is a general indicator of the adequacy of our allowance for loan losses. Changes in this ratio are also driven by changes in the mix of our loan portfolio.

•

Enterprise net interest spread is a broad indicator of our ability to generate net operating interest income.

•

Enterprise interest-earning assets, in conjunction with our enterprise net interest spread, are indicators of our ability to generate net operating interest income.

Significant Events in the Third Quarter of 2009

Completion of Our Previously Announced $1.7 Billion Debt Exchange

•

We obtained shareholder approval for and completed an offer to exchange $1.7 billion aggregate principal amount of our corporate debt, including $1.3 billion principal amount of our 12¹/2% springing lien notes due 2017 (“12¹/2% Notes”) and $0.4 billion principal amount of our 8% Senior Notes due 2011 (“8% Notes”), for an equal principal amount of newly-issued non-interest-bearing convertible debentures (“Debt Exchange”);

•

As a result of the Debt Exchange, we reduced our annual corporate interest payments from approximately $360 million to approximately $160 million and eliminated any substantial debt maturities until 2013; and

•

The completion of the Debt Exchange resulted in a pre-tax non-cash charge of $968.3 million ($772.9 million after tax) and an increase of $707.5 million to additional paid-in capital. The net effect of the exchange to shareholders’ equity was a reduction of $65.4 million. For further details regarding this charge, see Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies and Note 9—Corporate Debt of Item 1. Consolidated Financial Statements (Unaudited).

Conversions of the Newly-Issued Convertible Debentures into Equity

•

The newly-issued non-interest-bearing convertible debentures are convertible into shares of our common stock at any time at the election of the holder; and

•

As of September 30, 2009, $592.3 million principal amount, or 34%, of the convertible debentures had been converted into 572.2 million shares of our common stock⁽¹⁾.

Launched and Completed an At the Market Common Stock Offering

•

We raised $150 million in gross proceeds ($147 million in net proceeds) from our common stock offering that was launched and completed in September 2009 (the “At the Market Offering”) in which a total of 80.2 million shares of common stock were issued; and

•

The completion of the At the Market Offering brings our total cash equity raised during the second and third quarters of 2009 to $765 million of gross proceeds ($733.2 million in net proceeds).

Summary Financial Results

Income Statement Highlights for the Three and Nine Months Ended September 30, 2009 (dollars in millions, except per share amounts)


	Three Months Ended September 30,						Variance		Nine Months Ended September 30,						Variance
	2009			2008			2009 vs. 2008		2009			2008			2009 vs. 2008
Net operating interest income	$	321.4		$	324.8		(1	)%	$	939.6		$	993.9		(5	)%
Commissions	$	144.5		$	129.5		12	%	$	424.2		$	374.0		13	%
Fees and service charges	$	50.4		$	49.6		2	%	$	145.0		$	155.5		(7	)%
Principal transactions	$	24.9		$	20.7		20	%	$	65.2		$	59.5		10	%
Gains (losses) on loans and securities, net	$	42.0		$	(141.9	)	*		$	150.4		$	(122.4	)	*
Net impairment	$	(19.2	)	$	(17.9	)	*		$	(67.7	)	$	(61.6	)	*
Other revenues	$	11.4		$	13.0		(12	)%	$	36.7		$	40.3		(9	)%
Total net revenue	$	575.3		$	377.7		52	%	$	1,693.6		$	1,439.2		18	%
Provision for loan losses	$	347.2		$	517.8		(33	)%	$	1,205.7		$	1,070.8		13	%
Total operating expense	$	301.7		$	295.9		2	%	$	924.9		$	968.8		(5	)%
Operating margin	$	(73.6	)	$	(436.0	)	*		$	(437.1	)	$	(600.4	)	*

Net loss from continuing operations	$	(831.7	)	$	(320.8	)	*		$	(1,207.6	)	$	(533.2	)	*
Less: net loss on the Debt Exchange		(772.9	)		—		*			(772.9	)		—		*

Net loss from continuing operations excluding the Debt Exchange⁽²⁾	$	(58.8	)	$	(320.8	)	*		$	(434.7	)	$	(533.2	)	*

Diluted net loss per share from continuing operations	$	(0.66	)	$	(0.60	)	*		$	(1.45	)	$	(1.07	)	*
Less: diluted net loss per share on the Debt Exchange		(0.61	)		—		*			(0.93	)		—		*

Diluted net loss per share from continuing operations excluding the Debt Exchange⁽²⁾	$	(0.05	)	$	(0.60	)	*		$	(0.52	)	$	(1.07	)	*

Percentage not meaningful

⁽¹⁾

As of October 26, 2009, a total of $688.2 million of the convertible debentures had been converted into 664.9 million shares of common equity.

⁽²⁾

Net loss excluding the non-cash charge on the Debt Exchange represents net loss plus the non-cash charge on the Debt Exchange, net of tax and is a non-GAAP measure. Loss per share excluding the non-cash charge on the Debt Exchange represents net loss plus the non-cash charge on the Debt Exchange, net of tax, divided by diluted shares and is a non-GAAP measure. Management believes that excluding the non-cash charge associated with the Debt Exchange from net loss and loss per share provides a useful additional measure of the Company’s ongoing operating performance because the charge is not directly related to our performance and is non-recurring. The reconciliation of these non-GAAP measures is provided in the table above.

During the third quarter of 2009, our brokerage business continued to perform very well, increasing the level of income generated in the trading and investing segment as well as achieving record levels of brokerage accounts. This strong performance was more than offset by the provision for loan losses reported in our balance sheet management segment. Although we expect our provision for loan losses to continue at historically high levels in future periods, the level of provision for loan losses in the third quarter of 2009 represents the fourth consecutive quarter in which the provision for loan losses has declined when compared to the prior quarter. While we cannot state with certainty that this trend will continue, we believe it is a positive indicator that our loan portfolio may be stabilizing.

We also continued to make significant progress during the third quarter of 2009 on our comprehensive plan to strengthen the Company’s capital structure. We obtained shareholder approval for and completed an offer to exchange $1.7 billion aggregate principal amount of our corporate debt, including $1.3 billion principal amount of the 12¹/2% Notes and $0.4 billion principal amount of the 8% Notes, for an equal principal amount of newly-issued non-interest-bearing convertible debentures. The Debt Exchange resulted in a $968.3 million pre-tax non-cash loss on extinguishment of debt and an increase to additional paid-in capital of $707.5 million during the third quarter of 2009. The net effect of the Debt Exchange to shareholders’ equity was a reduction of $65.4 million⁽¹⁾. As a result of the completion of this exchange, we reduced our annual corporate interest payments from approximately $360 million to approximately $160 million and eliminated any substantial debt maturities until 2013.

In addition to the Debt Exchange, we successfully raised an additional $147.0 million in net proceeds from our At the Market Offering. The completion of this offering brings our total cash equity raised during the second and third quarters of 2009 to $765 million of gross proceeds (net proceeds of $733.2 million).

Balance Sheet Highlights (dollars in millions)


	September 30, 2009			December 31, 2008			Variance
	September 30, 2009			December 31, 2008			2009 vs. 2008
Total assets	$	48,487.0		$	48,538.2		(0	)%
Less: Goodwill and other intangibles, net		(2,316.2	)		(2,324.5	)	(0	)%
Add: Deferred tax liability related to goodwill		158.1			127.7		24	%

Tangible assets⁽²⁾	$	46,328.9		$	46,341.4		(0	)%

Loans, net	$	20,260.0		$	24,451.9		(17	)%
Corporate debt⁽³⁾
Interest-bearing	$	1,537.0		$	3,150.4		(51	)%
Non-interest-bearing	$	1,149.6		$	—		*
Shareholders’ equity	$	3,645.9		$	2,591.5		41	%
Less: Goodwill and other intangibles, net		(2,316.2	)		(2,324.5	)	(0	)%
Add: Deferred tax liability related to goodwill		158.1			127.7		24	%

Tangible common equity⁽⁴⁾	$	1,487.8		$	394.7		277	%

Tangible common equity to tangible assets⁽⁵⁾		3.21	%		0.85	%	2.36	%

Percentage not meaningful

⁽¹⁾

For further details regarding the loss on extinguishment of debt, see “Earnings Overview” in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies and Note 9—Corporate Debt of Item 1. Consolidated Financial Statements (Unaudited).

⁽²⁾

Tangible assets is calculated as total assets less goodwill, net of related deferred tax liability and intangible assets and is a non-GAAP measure. Management believes that tangible assets is a measure of the Company’s capital strength and is additional useful information that supplements the regulatory capital ratios of E*TRADE Bank.

⁽³⁾

The corporate debt balances represent the amount of principal outstanding.

⁽⁴⁾

Tangible common equity is calculated as shareholders’ equity less goodwill, net of related deferred tax liability and intangible assets and is a non-GAAP measure. Management believes that tangible common equity is a measure of the Company’s capital strength and is additional useful information that supplements the regulatory capital ratios of E*TRADE Bank.

⁽⁵⁾

Tangible common equity to tangible assets is calculated as shareholders’ equity less goodwill, net of related deferred tax liability and intangible assets divided by total assets less goodwill, net of related deferred tax liability and intangible assets and is a non-GAAP measure. Management believes that tangible common equity to tangible assets is a measure of the Company’s capital strength and is additional useful information that supplements the regulatory capital ratios of E*TRADE Bank.

During the third quarter of 2009, we exchanged $1.7 billion principal amount of our interest-bearing debt for an equal principal amount of non-interest-bearing convertible debentures. Subsequent to the Debt Exchange, $592.3 million debentures were converted into 572.2 million shares of common stock during the quarter ended September 30, 2009. The considerable increase in tangible common equity during the period was a result of the common stock issued in connection with our equity offerings and the debt conversions that occurred in the third quarter of 2009.

EARNINGS OVERVIEW

We incurred a net loss of $831.7 million and $1.2 billion for the three and nine months ended September 30, 2009, respectively. The net loss for the three and nine months ended September 30, 2009 was due principally to the Debt Exchange that resulted in a non-cash loss of $772.9 million (pre-tax loss of $968.3 million) on early extinguishment of debt during the third quarter of 2009. Our brokerage business continued to perform very well, resulting in trading and investing segment income of $202.5 million and $502.8 million for the three and nine months ended September 30, 2009, respectively. However, the provision for loan losses in our balance sheet management segment more than offset this strong performance, resulting in an overall segment loss of $276.1 million and $939.8 million for the three and nine months ended September 30, 2009, respectively.

On April 1, 2009, we adopted the amended guidance for the recognition of other-than-temporary impairment (“OTTI”) for debt securities as well as the presentation of OTTI on the consolidated financial statements. As a result of the adoption, we recognized a $20.2 million after-tax increase to beginning retained earnings and a corresponding offset in accumulated other comprehensive loss on our consolidated balance sheet. This adjustment represents the after-tax difference between the impairment reported in prior periods for securities on our balance sheet as of April 1, 2009 and the level of impairment that would have been recorded on these same securities under the new accounting guidance. Additionally, in accordance with the new guidance, we changed the presentation of the consolidated statement of loss to state “Net impairment” as a separate line item, as well as the credit and noncredit components of net impairment. Prior to this new presentation, OTTI was included in the “Gains (losses) on loans and securities, net” line item on the consolidated statement of loss.

During the third quarter of 2009, we added a new operating expense line item to the consolidated statement of loss for Federal Deposit Insurance Corporation (“FDIC”) insurance premiums. During the nine months ended September 30, 2009, these expenses increased to a level at which we believe a separate line item on the consolidated statement of loss is appropriate. FDIC insurance premium expenses were previously presented in the “Other operating expenses” line item.

We report corporate interest income and corporate interest expense separately from operating interest income and operating interest expense. We believe reporting these two items separately provides a clearer picture of the financial performance of our operations than would a presentation that combined these two items. Our operating interest income and operating interest expense is generated from the operations of the Company. Our corporate debt, which is the primary source of our corporate interest expense, has been issued primarily in connection with our transaction with Citadel Investment Group LLC and its affiliates (“Citadel”) in 2007 and past acquisitions, such as Harrisdirect and BrownCo.

Similarly, we report gains (losses) on sales of investments, net separately from gains (losses) on loans and securities, net. We believe reporting these two items separately provides a clearer picture of the financial performance of our operations than would a presentation that combined these two items. Gains (losses) on loans and securities, net are the result of activities in our operations, namely our balance sheet management segment. Gains (losses) on sales of investments, net relate to historical equity investments of the Company at the corporate level and are not related to the ongoing business of our operating subsidiaries.

The following sections describe in detail the changes in key operating factors and other changes and events that have affected our consolidated revenue, provision for loan losses, operating expense, other income (expense) and income tax benefit.

Revenue

The components of net revenue and the resulting variances are as follows (dollars in thousands):


	Three Months Ended September 30,						Variance					Nine Months Ended September 30,						Variance
	Three Months Ended September 30,						2009 vs. 2008					Nine Months Ended September 30,						2009 vs. 2008
	2009			2008			Amount			%		2009			2008			Amount			%
Revenue:
Net operating interest income	$	321,378		$	324,774		$	(3,396	)	(1	)%	$	939,630		$	993,909		$	(54,279	)	(5	)%
Commissions		144,533			129,513			15,020		12	%		424,222			374,003			50,219		13	%
Fees and service charges		50,373			49,612			761		2	%		145,022			155,515			(10,493	)	(7	)%
Principal transactions		24,888			20,664			4,224		20	%		65,223			59,546			5,677		10	%
Gains (losses) on loans and securities, net		41,979			(141,915	)		183,894		*			150,439			(122,434	)		272,873		*
Net impairment		(19,229	)		(17,884	)		(1,345	)	*			(67,683	)		(61,639	)		(6,044	)	*
Other revenues		11,405			12,968			(1,563	)	(12	)%		36,723			40,263			(3,540	)	(9	)%

Total non-interest income		253,949			52,958			200,991		380	%		753,946			445,254			308,692		69	%

Total net revenue	$	575,327		$	377,732		$	197,595		52	%	$	1,693,576		$	1,439,163		$	254,413		18	%

Percentage not meaningful

Total net revenue increased 52% to $575.3 million and 18% to $1.7 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. This was driven by our gains (losses) on loans and securities, net, which increased from net losses of $141.9 million to net gains of $42.0 million and from net losses of $122.4 million to net gains of $150.4 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. Commission revenue also increased 12% to $144.5 million and 13% to $424.2 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008.

Net Operating Interest Income

Net operating interest income decreased 1% to $321.4 million and 5% to $939.6 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. Net operating interest income is earned primarily through holding credit balances, which include margin, real estate and consumer loans, and by holding customer cash and deposits, which are a low cost source of funding. The slight decrease in net operating interest income was due primarily to a decrease in our average interest earning assets of $2.3 billion and $3.0 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008, which was mostly offset by a decrease in the yields paid on our deposits for both the three and nine months ended September 30, 2009.

The following table presents enterprise average balance sheet data and enterprise income and expense data for our operations, as well as the related net interest spread, yields and rates and has been prepared on the basis required by the SEC’s Industry Guide 3, “Statistical Disclosure by Bank Holding Companies” (dollars in thousands):


	Three Months Ended September 30,
	2009						2008
	Average Balance		Operating Interest Inc./Exp.		Average Yield/ Cost		Average Balance		Operating Interest Inc./Exp.		Average Yield/ Cost

Enterprise interest-earning assets:
Loans⁽¹⁾	$	22,527,378	$	276,846	4.92	%	$	26,928,190	$	379,195	5.63	%
Margin receivables		3,197,894		37,832	4.69	%		6,420,090		72,291	4.48	%
Available-for-sale mortgage-backed securities		9,584,503		99,518	4.15	%		9,494,421		108,511	4.57	%
Available-for-sale investment securities		761,969		6,078	3.19	%		131,332		2,140	6.52	%
Trading securities		14,870		680	18.30	%		272,677		3,211	4.71	%
Cash and cash equivalents⁽²⁾		7,511,328		4,894	0.26	%		2,630,478		17,850	2.70	%
Stock borrow and other		689,693		11,085	6.38	%		741,127		14,531	7.80	%

Total enterprise interest-earning assets		44,287,635		436,933	3.94	%		46,618,315		597,729	5.12	%

Non-operating interest-earning assets⁽³⁾		3,941,934						4,694,410

Total assets	$	48,229,569					$	51,312,725


Enterprise interest-bearing liabilities:
Retail deposits	$	26,329,314		35,487	0.53	%	$	26,151,874		136,148	2.07	%
Brokered certificates of deposit		138,513		1,833	5.25	%		883,289		10,984	4.95	%
Customer payables		5,070,584		2,127	0.17	%		4,368,391		7,444	0.68	%
Repurchase agreements and other borrowings		6,901,475		48,527	2.75	%		7,581,472		71,648	3.70	%
Federal Home Loan Bank (“FHLB”) advances		2,559,578		30,150	4.61	%		4,166,643		50,062	4.70	%
Stock loan and other		571,406		517	0.36	%		1,055,662		2,848	1.07	%

Total enterprise interest-bearing liabilities		41,570,870		118,641	1.12	%		44,207,331		279,134	2.49	%

Non-operating interest-bearing liabilities⁽⁴⁾		3,637,656						4,550,263

Total liabilities		45,208,526						48,757,594
Total shareholders’ equity		3,021,043						2,555,131

Total liabilities and shareholders’ equity	$	48,229,569					$	51,312,725

Excess of enterprise interest-earning assets over enterprise interest-bearing liabilities/Enterprise net interest income/Spread	$	2,716,765	$	318,292	2.82	%	$	2,410,984	$	318,595	2.63	%

Enterprise net interest margin (net yield on enterprise interest-earning assets)					2.87	%					2.73	%
Ratio of enterprise interest-earning assets to enterprise interest-bearing liabilities					106.54	%					105.45	%
Return on average:
Total assets					(6.90	)%					(0.39	)%
Total shareholders’ equity					(110.12	)%					(7.90	)%
Average equity to average total assets					6.26	%					4.98	%

Reconciliation from enterprise net interest income to net operating interest income (dollars in thousands):


	Three Months Ended September 30,
	2009			2008
Enterprise net interest income⁽⁵⁾	$	318,292		$	318,595
Taxable equivalent interest adjustment		(333	)		(1,526	)
Customer cash held by third parties and other⁽⁶⁾		3,419			7,705

Net operating interest income	$	321,378		$	324,774

⁽¹⁾

Loans represent the gross loan balances including premium/discount but excluding the allowance for loan losses. Nonaccrual loans are included in the respective average loan balances. Income on such nonaccrual loans is recognized on a cash basis.

⁽²⁾

Includes segregated cash and investment balances.

⁽³⁾

Non-operating interest-earning assets consist of property and equipment, net, goodwill, other intangibles, net, other assets that do not generate operating interest income. Some of these assets generate corporate interest income.

⁽⁴⁾

Non-operating interest-bearing liabilities consist of corporate debt, accounts payable, accrued and other liabilities that do not generate operating interest expense. Some of these liabilities generate corporate interest expense.

⁽⁵⁾

Enterprise net interest income is taxable equivalent basis net operating interest income excluding corporate interest income and corporate interest expense and interest earned on customer cash held by third parties. Management believes this non-GAAP measure is useful to analysts and investors as it is a measure of the net interest income generated by our operations.

⁽⁶⁾

Includes interest earned on average customer assets of $3.0 billion and $3.3 billion for the three months ended September 30, 2009 and 2008, respectively, held by parties outside E*TRADE Financial, including third party money market funds and sweep deposit accounts at unaffiliated financial institutions.


	Nine Months Ended September 30,
	2009						2008
	Average Balance		Operating Interest Inc./Exp.		Average Yield/ Cost		Average Balance		Operating Interest Inc./Exp.		Average Yield/ Cost

Enterprise interest-earning assets:
Loans⁽¹⁾	$	23,824,135	$	882,683	4.94	%	$	28,354,314	$	1,232,872	5.80	%
Margin receivables		2,907,877		96,181	4.42	%		6,633,365		238,610	4.80	%
Available-for-sale mortgage-backed securities		10,845,173		352,790	4.34	%		9,141,068		317,170	4.63	%
Available-for-sale investment securities		382,902		11,374	3.96	%		144,550		7,123	6.57	%
Trading securities		24,590		1,851	10.04	%		457,320		23,070	6.73	%
Cash and cash equivalents⁽²⁾		6,092,829		15,354	0.34	%		2,155,474		49,460	3.07	%
Stock borrow and other		654,323		40,804	8.34	%		814,133		46,698	7.66	%

Total enterprise interest-earning assets		44,731,829		1,401,037	4.18	%		47,700,224		1,915,003	5.35	%

Non-operating interest-earning assets⁽³⁾		3,850,848						5,218,220

Total assets	$	48,582,677					$	52,918,444


Enterprise interest-bearing liabilities:
Retail deposits	$	26,588,811		179,557	0.90	%	$	25,871,958		445,210	2.30	%
Brokered certificates of deposit		214,926		8,293	5.16	%		1,081,185		40,337	4.98	%
Customer payables		4,455,148		7,027	0.21	%		4,422,244		25,303	0.76	%
Repurchase agreements and other borrowings		7,303,376		170,209	3.07	%		7,678,211		235,212	4.02	%
FHLB advances		3,101,768		105,506	4.49	%		4,920,804		172,473	4.61	%
Stock loan and other		499,183		1,893	0.51	%		1,291,261		16,742	1.73	%

Total enterprise interest-bearing liabilities		42,163,212		472,485	1.49	%		45,265,663		935,277	2.74	%

Non-operating interest-bearing liabilities⁽⁴⁾		3,689,948						4,937,795

Total liabilities		45,853,160						50,203,458
Total shareholders’ equity		2,729,517						2,714,986

Total liabilities and shareholders’ equity	$	48,582,677					$	52,918,444

Excess of enterprise interest-earning assets over enterprise interest-bearing liabilities/Enterprise net interest income/Spread	$	2,568,617	$	928,552	2.69	%	$	2,434,561	$	979,726	2.61	%

Enterprise net interest margin (net yield on enterprise interest-earning assets)					2.77	%					2.74	%
Ratio of enterprise interest-earning assets to enterprise interest-bearing liabilities					106.09	%					105.38	%
Return on average:
Total assets					(3.31	)%					(0.60	)%
Total shareholders’ equity					(58.99	)%					(11.60	)%
Average equity to average total assets					5.62	%					5.13	%

Reconciliation from enterprise net interest income to net operating interest income (dollars in thousands):


	Nine Months Ended September 30,
	2009			2008
Enterprise net interest income⁽⁵⁾	$	928,552		$	979,726
Taxable equivalent interest adjustment		(1,763	)		(8,429	)
Customer cash held by third parties and other⁽⁶⁾		12,841			22,612

Net operating interest income	$	939,630		$	993,909

⁽¹⁾

⁽²⁾

Includes segregated cash and investment balances.

⁽³⁾

⁽⁴⁾

⁽⁵⁾

⁽⁶⁾

Includes interest earned on average customer assets of $2.9 billion and $3.3 billion for the nine months ended September 30, 2009 and 2008, respectively, held by parties outside E*TRADE Financial, including third party money market funds and sweep deposit accounts at unaffiliated financial institutions.

Average enterprise interest-earning assets decreased 5% to $44.3 billion and 6% to $44.7 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. This decrease was primarily a result of the decrease in our loans, net portfolio and our margin receivables, partially offset by an increase in cash and equivalents. Average loans, net decreased 16% to $22.5 billion and 16% to $23.8 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. For the foreseeable future, we plan to allow our loan portfolio to pay down. Average margin receivables decreased 50% to $3.2 billion and 56% to $2.9 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. We believe this decrease was due to customers deleveraging and reducing their risk exposure given the substantial volatility in the financial markets. These decreases were offset by an increase in average cash and cash equivalents. Average cash and cash equivalents increased 186% to $7.5 billion and 183% to $6.1 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008.

Average enterprise interest-bearing liabilities decreased 6% to $41.6 billion and 7% to $42.2 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The decrease in average enterprise interest-bearing liabilities was primarily due to a decrease in FHLB advances, brokered certificates of deposit and stock loan and other. Average FHLB advances decreased 39% to $2.6 billion and 37% to $3.1 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. Brokered certificates of deposit decreased 84% to $0.1 billion and 80% to $0.2 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. Average stock loan and other decreased 46% to $0.6 billion and 61% to $0.5 billion for the three and nine months ended September 30, 2009, compared to the same periods in 2008. While our average retail deposits increased by $0.2 billion and $0.7 billion for the three and nine months ended September 30, 2009, respectively, when compared to the same periods in 2008, we expect the non-sweep deposit balances to decrease over the remainder of 2009.

Enterprise net interest spread increased by 19 basis points to 2.82% and 8 basis points to 2.69% for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. This increase was largely driven by a decrease in the yields paid on our deposits and lower wholesale borrowing costs, partially offset by a decrease in higher yielding enterprise interest-earning assets.

Commissions

Commissions revenue increased 12% to $144.5 million and 13% to $424.2 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The main factors that affect our commissions revenue are DARTs, average commission per trade and the number of trading days during the period. Average commission per trade is impacted by both trade types and the mix between our domestic and international businesses. Each business has a different pricing structure, unique to its customer base and local market practices and, as a result, a change in the relative number of executed trades in these businesses impacts average commission per trade. Each business also has different trade types (e.g. equities, options, fixed income, exchange-traded funds, contract for difference and mutual funds) that can have different commission rates. Accordingly, changes in the mix of trade types within either of these businesses may impact average commission per trade.

DARTs increased 7% to 196,413 and 14% to 204,143 for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. Our U.S. DART volume increased 8% and 16% for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008, driven entirely by organic growth. Option-related DARTs as a percentage of our total U.S. DARTs represented 12% and 16% of U.S. trading volume for the nine months ended September 30, 2009 and 2008, respectively. Exchange-traded funds-related DARTs as a percentage of our total U.S. DARTs represented 14% and 9% of U.S. trading volume for the nine months ended September 30, 2009 and 2008, respectively.

Average commission per trade increased 4% to $11.50 and decreased slightly to $11.05 for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The increase in the average commission per trade for the third quarter was due primarily to the product and customer mix when compared to same period in 2008. The slight decrease in the average commission per trade for the nine months ended September 30, 2009, was primarily a function of international product mix and the impact of foreign currency exchange as a result of the strengthening U.S. dollar, partially offset by an improvement in domestic product and customer mix, compared to the same period in 2008.

Fees and Service Charges

Fees and service charges increased 2% to $50.4 million and decreased 7% to $145.0 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The increase in the third quarter of 2009 was primarily due to an increase in order flow revenue which was partially offset by a decrease in account service fees, compared to the same period in 2008. For the nine months ended September 30, 2009, the decline was driven by a decrease in account service fee and advisory management fee revenue, which was partially offset by an increase in order flow revenue, compared to the same period in 2008. The decrease in advisory management fees was primarily due to our sale of RAA in the second quarter of 2008. Declines in foreign currency margin revenue, fixed income product revenue and mutual fund fees also contributed to the decrease in fees and service charges.

Principal Transactions

Principal transactions increased 20% to $24.9 million and 10% to $65.2 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. Our principal transactions revenue is influenced by overall trading volumes, the number of stocks for which we act as a market-maker, the trading volumes of those specific stocks and the performance of our proprietary trading activities. The increase in principal transactions revenue was driven by an increase in the volume of equity shares that were traded, which was partially offset by a decrease in our average revenue earned per share traded for the three and nine months ended September 30, 2009, respectively.

Gains (Losses) on Loans and Securities, Net

Gains (losses) on loans and securities, net were gains of $42.0 million and $150.4 million for the three and nine months ended September 30, 2009, respectively, as shown in the following table (dollars in thousands):


	Three Months Ended September 30,						Variance					Nine Months Ended September 30,						Variance
	Three Months Ended September 30,						2009 vs. 2008					Nine Months Ended September 30,						2009 vs. 2008
	2009			2008			Amount			%		2009			2008			Amount			%
Losses on sales of loans, net	$	(12,629	)	$	—		$	(12,629	)	*		$	(12,552	)	$	(783	)	$	(11,769	)	*
Gains on securities and other investments, net		48,303			5,489			42,814		780	%		157,133			17,966			139,167		775	%
Gains (losses) on trading securities, net		6,174			(147,777	)		153,951		*			5,336			(142,508	)		147,844		*
Hedge ineffectiveness		131			373			(242	)	(65	)%		522			2,891			(2,369	)	(82	)%

Gains (losses) on securities, net		54,608			(141,915	)		196,523		*			162,991			(121,651	)		284,642		*

Gains (losses) on loans and securities, net	$	41,979		$	(141,915	)	$	183,894		*		$	150,439		$	(122,434	)	$	272,873		*

Percentage not meaningful

The gains on loans and securities, net for the three and nine months ended September 30, 2009, were due primarily to gains on the sale of certain agency mortgage-backed securities, which were partially offset by net losses on the sales of loans. The losses on the sales of loans were due to the sale of a $0.4 billion pool of home equity loans during the three months ended September 30, 2009. We purchased this particular pool of loans from the originator of the loans in a prior period. This same originator, who continued to service the loans subsequent to our purchase, made an unsolicited offer to repurchase the loans back from us at a price of 98% of the balance of the loan portfolio and we accepted this offer. We believe transactions of this nature are rare and are unlikely to occur again in future periods. The losses on loans and securities, net during the three and nine months ended September 30, 2008 were due to losses on our preferred stock in Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”).

Net Impairment

In accordance with the OTTI accounting guidance that became effective in the second quarter of 2009, we changed the presentation of the consolidated statement of loss to state “Net impairment” as a separate line item, as well as the credit and noncredit components of net impairment. Prior to this new presentation, OTTI was included in the “Gains (losses) on loans and securities, net” line item on the consolidated statement of loss.

We recognized $19.2 million and $67.7 million of net impairment during the three and nine months ended September 30, 2009, respectively, on certain securities in our non-agency collateralized mortgage obligation (“CMO”) portfolio due to continued deterioration in the expected credit performance of the underlying loans in the securities. The net impairment included gross OTTI of $9.3 million and $227.8 million for the three and nine months ended September 30, 2009. For the three months ended September 30, 2009, net impairment included $9.9 million of previously recognized noncredit OTTI that was reclassified from accumulated other comprehensive loss into earnings. Of the $227.8 million of gross OTTI for the nine months ended September 30, 2009, $160.2 million related to the noncredit portion of OTTI, which was recorded through other comprehensive income (loss).

We had net impairment of $17.9 million and $61.6 million for the three and nine months ended September 30, 2008, which represented the total decline in the fair value of impaired securities in accordance with the OTTI accounting guidance that was in effect prior to April 1, 2009.

Other Revenues

Other revenues decreased 12% to $11.4 million and 9% to $36.7 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The decrease in other revenue was driven by lower software consulting fees from our Corporate Services business.

Provision for Loan Losses

Provision for loan losses decreased $170.6 million to $347.2 million and increased $134.9 million to $1.2 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The provision for loan losses for the three and nine months ended September 30, 2009 was due primarily to the high levels of delinquent loans in our one- to four-family and home equity loan portfolios. We believe the delinquencies in both of these portfolios were caused by several factors, including: home price depreciation in key markets; growing inventories of unsold homes; rising foreclosure rates; significant contraction in the availability of credit; and a general decline in economic growth. In addition, the combined impact of home price depreciation and the reduction of available credit made it increasingly difficult for borrowers to refinance existing loans. Although we expect these factors will cause the provision for loan losses to continue at historically high levels in future periods, the level of provision for loan losses in the third quarter of 2009 represents the fourth consecutive quarter in which the provision for loan losses has declined when compared to the prior quarter. While we cannot state with certainty that this trend will continue, we believe it is a positive indicator that our loan portfolio may be stabilizing.

Operating Expense

The components of operating expense and the resulting variances are as follows (dollars in thousands):


	Three Months Ended September 30,				Variance					Nine Months Ended September 30,				Variance
	Three Months Ended September 30,				2009 vs. 2008					Nine Months Ended September 30,				2009 vs. 2008
	2009		2008		Amount			%		2009		2008		Amount			%
Operating expense:
Compensation and benefits	$	97,984	$	83,644	$	14,340		17	%	$	272,181	$	302,854	$	(30,673	)	(10	)%
Clearing and servicing		43,245		46,105		(2,860	)	(6	)%		129,988		137,112		(7,124	)	(5	)%
Advertising and market development		19,438		30,381		(10,943	)	(36	)%		88,015		130,566		(42,551	)	(33	)%
FDIC insurance premiums		19,993		7,721		12,272		159	%		74,834		24,172		50,662		210	%
Communications		20,502		23,029		(2,527	)	(11	)%		63,065		72,623		(9,558	)	(13	)%
Professional services		20,592		16,862		3,730		22	%		61,696		66,256		(4,560	)	(7	)%
Occupancy and equipment		19,569		20,470		(901	)	(4	)%		59,082		62,666		(3,584	)	(6	)%
Depreciation and amortization		21,149		20,569		580		3	%		62,638		62,607		31		0	%
Amortization of other intangibles		7,433		7,937		(504	)	(6	)%		22,303		27,982		(5,679	)	(20	)%
Facility restructuring and other exit activities		2,497		5,526		(3,029	)	(55	)%		6,832		28,525		(21,693	)	(76	)%
Other operating expenses		29,312		33,646		(4,334	)	(13	)%		84,290		53,403		30,887		58	%

Total operating expense	$	301,714	$	295,890	$	5,824		2	%	$	924,924	$	968,766	$	(43,842	)	(5	)%

Operating expense increased 2% to $301.7 million and decreased 5% to $924.9 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The fluctuation was driven by an increase in variable compensation and FDIC insurance premiums during the three months ended September 30, 2009, compared to the three months ended September 30, 2008. The decrease during the nine months ended September 30, 2009, was driven by a decrease in compensation and benefits and advertising and market development, partially offset by an increase in FDIC insurance premiums, compared to the nine months ended September 30, 2008.

Compensation and Benefits

Compensation and benefits increased 17% to $98.0 million and decreased 10% to $272.2 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The increase for the three months ended September 30, 2009 was due to an increase in variable compensation as a result of our strong trading and investing segment results, compared to the three months ended September 30, 2008. The decrease for the nine months ended September 30, 2009 resulted primarily from lower salary expense due to a reduction in our employee base compared to the nine months ended September 30, 2008.

Advertising and Market Development

Advertising and market development expense decreased 36% to $19.4 million and 33% to $88.0 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. This decrease was due to higher expense in the first half of 2008 that was aimed at restoring customer confidence as well as an overall decline in advertising rates in the three and nine months ended September 30, 2009.

FDIC Insurance Premiums

FDIC insurance premiums increased 159% to $20.0 million and 210% to $74.8 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The increase was primarily due to an increase in the ongoing FDIC insurance rates as well as an industry wide special assessment of $21.6 million in the second quarter of 2009.

Other Operating Expenses

Other operating expenses decreased 13% to $29.3 million and increased 58% to $84.3 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The decrease during the three months ended September 30, 2009, was primarily due to a decrease in our fraud related expenses, compared to the same period in 2008. The increase for the nine months ended September 30, 2009, was primarily due to a $23.7 million gain on the sale of our corporate aircraft related assets during the nine months ended September 30, 2008, which reduced other operating expenses during that period.

Other Income (Expense)

Other income (expense) increased to an expense of $1.1 billion and $1.3 billion for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008, as shown in the following table (dollars in thousands):


	Three Months Ended September 30,						Variance					Nine Months Ended September 30,						Variance
	Three Months Ended September 30,						2009 vs. 2008					Nine Months Ended September 30,						2009 vs. 2008
	2009			2008			Amount			%		2009			2008			Amount			%
Other income (expense):
Corporate interest income	$	192		$	1,387		$	(1,195	)	(86	)%	$	793		$	5,619		$	(4,826	)	(86	)%
Corporate interest expense		(69,035	)		(88,772	)		19,737		(22	)%		(242,791	)		(274,262	)		31,471		(11	)%
Gains (losses) on sales of investments, net		—			(213	)		213		*			(2,025	)		307			(2,332	)	*
Loss on the Debt Exchange		(968,254	)		—			(968,254	)	*			(968,254	)		—			(968,254	)	*
Gains (losses) on extinguishment of FHLB advances and other		(37,239	)		—			(37,239	)	*			(50,594	)		10,084			(60,678	)	*

Gains (losses) on early extinguishment of debt		(1,005,493	)		—			(1,005,493	)	*			(1,018,848	)		10,084			(1,028,932	)	*
Equity in income (loss) of investments and venture funds		(3,404	)		21,965			(25,369	)	*			(6,972	)		25,070			(32,042	)	*

Total other income (expense)	$	(1,077,740	)	$	(65,633	)	$	(1,012,107	)	*		$	(1,269,843	)	$	(233,182	)	$	(1,036,661	)	*

Percentage not meaningful

Total other income (expense) for the three and nine months ended September 30, 2009 decreased significantly as a result of the $968.3 million pre-tax non-cash loss on the early extinguishment of debt related to our Debt Exchange. The loss on the Debt Exchange resulted from the de-recognition of the debt that was exchanged and the corresponding recognition of the newly-issued non-interest-bearing convertible debentures at fair value. The loss was composed of two main components: 1) the difference between the fair value of the newly-issued convertible debentures and the face amount of the exchanged debt, which resulted in a $725.0 million premium on the new debt; and 2) the realization of the $243.3 million discount on the debt that was exchanged. The fair value⁽¹⁾ of the newly-issued convertible debentures was greater than the face amount of the debt that was exchanged primarily due to the significant increase in our stock price from June 22, 2009, the date on which the conversion price was established, to August 25, 2009, the date on which the Debt Exchange was consummated. The time delay was due to the required shareholder approval prior to the consummation of the Debt Exchange, which occurred at a special meeting on August 19, 2009. This component of the loss did not significantly impact our shareholders’ equity as it was substantially offset by a simultaneous increase in additional paid-in capital⁽²⁾. The remaining $243.3 million component of the loss represented an acceleration of

⁽¹⁾

For further details on the calculation of the fair value of the non-interest-bearing convertible debentures, see Note 3—Fair Value Disclosures of Item 1. Consolidated Financial Statements (Unaudited).

⁽²⁾

For further details on the accounting for the Debt Exchange see, Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies of Item 1. Consolidated Financial Statements (Unaudited).

the interest expense that otherwise would have been recorded in future periods. Prior to the consummation of the Debt Exchange, this discount was being accreted into interest expense over the life of the exchanged debt under the effective interest method.

Total other income (expense) also consists of corporate interest expense resulting from our interest-bearing corporate debt. Corporate interest expense decreased 22% to $69.0 million and 11% to $242.8 million for the three and nine months ended September 30, 2009, respectively, primarily due to the reduction in interest-bearing debt in connection with our Debt Exchange. Based on our remaining balance of interest-bearing debt subsequent to the Debt Exchange, we estimate that our annual corporate interest payments in future periods will be approximately $160 million on an annual basis, which is approximately $200 million lower than our estimated annual corporate interest payments prior to the Debt Exchange.

Income Tax Benefit

Income tax benefit was $319.7 million and $499.3 million during the three and nine months ended September 30, 2009, respectively, compared to $180.8 million and $300.4 million, respectively, for the same periods in 2008. Our effective tax rates were (27.8)% and (36.0)% for the three months ended September 30, 2009 and 2008, respectively, and (29.3)% and (36.0)% for the nine months ended September 30, 2009 and 2008, respectively. We expect our overall 2009 effective tax rate to be in the range of 33% to 35%.

Debt Exchange

The effective tax rate on the Debt Exchange of 20% was below our statutory federal tax rate of 35%. This was primarily due to certain components of the loss on the Debt Exchange not being deductible for tax purposes, which are summarized in the following table (dollars in thousands):


	Three Months Ended September 30, 2009
	Amount of Loss		Tax Rate		Tax Benefit
Deductible portion of the loss on the Debt Exchange	$	722,952	35	%	$	253,033
Non-deductible portion of the loss on the Debt Exchange		245,302	—	%		—
Prior period interest expense on the 12¹/2% Notes not deductible as a result of the Debt Exchange		N/A	N/A			(57,687	)

Total	$	968,254	20	%	$	195,346

Tax Ownership Change

During the third quarter of 2009, we exchanged $1.7 billion principal amount of our interest-bearing debt for an equal principal amount of non-interest-bearing convertible debentures. Subsequent to the Debt Exchange, $592.3 million debentures were converted into 572.2 million shares of common stock during the quarter ended September 30, 2009. As a result of these conversions, we believe we experienced a tax ownership change during the third quarter of 2009.

As of September 30, 2009, we have federal net operating losses (“NOLs”) available to carry forward of approximately $1.6 billion. Section 382 of the Internal Revenue Code of 1986, as amended, imposes restrictions on the use of a corporation’s NOLs, certain recognized built-in losses and other carryovers after an “ownership change” occurs. Section 382 rules governing when a change in ownership occurs are complex and subject to interpretation; however, an ownership change generally occurs when there has been a cumulative change in the stock ownership of a corporation by certain “5% shareholders” of more than 50 percentage points over a rolling three-year period.

Section 382 imposes an annual limitation on the amount of post-ownership change taxable income a corporation may offset with pre-ownership change NOLs. In general, the annual limitation is determined by multiplying the value of the corporation’s stock immediately before the ownership change (subject to certain

adjustments) by the applicable long-term tax-exempt rate. Any unused portion of the annual limitation is available for use in future years until such NOLs are scheduled to expire (in general, our NOLs may be carried forward 20 years). In addition, the limitation may, under certain circumstances, be decreased by built-in losses which may be present with respect to assets held at the time of the ownership change that are recognized in the five-year period (one-year for loans) after the ownership change. The use of NOLs arising after the date of an ownership change would not be affected unless a corporation experienced an additional ownership change in a future period.

We believe the tax ownership change will extend the period of time it will take to fully utilize our pre-ownership change NOLs, but will not limit the total amount of pre-ownership change NOLs we can utilize. Our preliminary estimate is that we will be subject to an overall annual limitation on the use of our pre-ownership change NOLs of approximately $111 million; however, this amount is subject to change in future periods as we finalize the tax change of control analysis. Since the statutory carry forward period for our overall pre-ownership change NOLs, which are approximately $1.6 billion, is 20 years (the majority of which expire in 19 years), we believe we will be able to fully utilize these NOLs in future periods.

Our ability to utilize the pre-ownership change NOLs is dependent on our ability to generate sufficient taxable income over the duration of the carry forward periods and will not be impacted by our ability or inability to generate taxable income in an individual year.

Valuation Allowance

During the three and nine months ended September 30, 2009, we did not provide for a valuation allowance against our federal deferred tax assets. We are required to establish a valuation allowance for deferred tax assets and record a charge to income if we determine, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets will not be realized. If we did conclude that a valuation allowance was required, the resulting loss would have a material adverse effect on our results of operations and financial condition.

We did not establish a valuation allowance against our federal deferred tax assets as of September 30, 2009 as we believe that it is more likely than not that all of these assets will be realized. Our evaluation focused on identifying significant, objective evidence that we will be able to realize our deferred tax assets in the future. We reviewed the estimated future taxable income for our trading and investing and balance sheet management segments separately and determined that our net operating losses in 2007 and 2008 were due solely to the credit losses in our balance sheet management segment. We believe these losses were caused by the crisis in the residential real estate and credit markets which significantly impacted our asset-backed securities and home equity loan portfolios in 2007 and continued to generate credit losses in 2008. We estimate that these credit losses will continue in future periods; however, we ceased purchasing asset-backed securities and home equity loans which we believe are the root cause of the majority of these losses. Therefore, while we do expect credit losses to continue in future periods, we do expect these amounts to decline when compared to our credit losses in 2007 and 2008. Our trading and investing segment generated substantial book taxable income for each of the last six years and we estimate that it will continue to generate taxable income in future periods at a level sufficient to generate taxable income for the Company as a whole. We consider this to be significant, objective evidence that we will be able to realize our deferred tax assets in the future.

A key component of our evaluation of the need for a valuation allowance was our level of corporate interest expense, which represents our most significant non-segment related expense. Our estimates of future taxable income included this expense, which reduces the amount of segment income available to utilize our federal deferred tax assets. Therefore, a decrease in this expense in future periods would increase the level of estimated taxable income available to utilize our federal deferred tax assets. As a result of the Debt Exchange, we reduced our annual cash interest payments from approximately $360 million to $160 million. We believe this decline in cash interest payments significantly improves our ability to utilize our federal deferred tax assets in future periods when compared to evaluations in prior periods which did not include this decline in corporate interest payments.

Our analysis of the need for a valuation allowance recognizes that we are in a cumulative book taxable loss position as of the three-year period ended December 31, 2008 and the three and nine months ended September 30, 2009, which is considered significant and objective evidence that we may not be able to realize some portion of our deferred tax assets in the future. However, we believe we are able to rely on our forecasts of future taxable income and overcome the uncertainty created by the cumulative loss position.

The crisis in the residential real estate and credit markets has created significant volatility in our results of operations. This volatility is isolated almost entirely to our balance sheet management segment. Our forecasts for this segment include assumptions regarding our estimate of future expected credit losses, which we believe to be the most variable component of our forecasts of future taxable income. We believe this variability could create a book loss in our overall results for an individual reporting period while not significantly impacting our overall estimate of taxable income over the period in which we expect to realize our deferred tax assets. Conversely, we believe our trading and investing segment will continue to produce a stable stream of income which we believe we can reliably estimate in both individual reporting periods as well as over the period in which we estimate we will realize our deferred tax assets.

In evaluating the need for a valuation allowance, we estimated future taxable income based on management approved forecasts. This process required significant judgment by management about matters that are by nature uncertain. If future events differ significantly from our current forecasts, a valuation allowance may need to be established, which would have a material adverse effect on our results of operations and our financial condition.

SEGMENT RESULTS REVIEW

Beginning in the first quarter of 2009, we revised our segment financial reporting to reflect the manner in which our chief operating decision maker had begun assessing the Company’s performance and making resource allocation decisions. As a result, we now report our operating results in two segments: 1) “Trading and Investing,” which includes the businesses that were formerly in the “Retail” segment and now includes our market-making business; and 2) “Balance Sheet Management,” which includes the businesses from the former “Institutional” segment, other than the market-making business. Our segment financial information from prior periods has been reclassified in accordance with the new segment financial reporting.

Trading and Investing

The following table summarizes trading and investing financial and key metrics as of and for the three and nine months ended September 30, 2009 and 2008 (dollars in thousands, except for key metrics):


	As of and For the Three Months Ended September 30,						Variance					As of and For the Nine Months Ended September 30,						Variance
	As of and For the Three Months Ended September 30,						2009 vs. 2008					As of and For the Nine Months Ended September 30,						2009 vs. 2008
	2009			2008			Amount			%		2009			2008			Amount			%
Trading and investing segment income:
Net operating interest income	$	206,762		$	217,173		$	(10,411	)	(5	)%	$	577,337		$	645,374		$	(68,037	)	(11	)%
Commissions		144,533			129,459			15,074		12	%		424,222			373,252			50,970		14	%
Fees and service charges		49,723			47,908			1,815		4	%		139,788			147,296			(7,508	)	(5	)%
Principal transactions		24,888			20,694			4,194		20	%		65,223			59,462			5,761		10	%
Losses on loans and securities, net		—			(37	)		37		*			(60	)		(21	)		(39	)	186	%
Other revenues		8,466			9,316			(850	)	(9	)%		26,985			29,379			(2,394	)	(8	)%

Net segment revenue		434,372			424,513			9,859		2	%		1,233,495			1,254,742			(21,247	)	(2	)%
Total segment expense		231,840			248,264			(16,424	)	(7	)%		730,718			784,282			(53,564	)	(7	)%

Total trading and investing segment income	$	202,532		$	176,249		$	26,283		15	%	$	502,777		$	470,460		$	32,317		7	%

Key Metrics:
DARTs		196,413			183,691			12,722		7	%		204,143			178,814			25,329		14	%
Average commission per trade	$	11.50		$	11.10		$	0.40		4	%	$	11.05		$	11.07		$	(0.02	)	(0	)%
End of period brokerage accounts		2,729,137			2,520,102			209,035		8	%		2,729,137			2,520,102			209,035		8	%
Customer assets (dollars in billions)	$	148.7		$	142.2		$	6.5		5	%	$	148.7		$	142.2		$	6.5		5	%
Net new customer assets (dollars in billions)⁽¹⁾	$	(0.2	)	$	0.8			*		*		$	4.2		$	2.0			*		*
Brokerage related cash (dollars in billions)	$	20.3		$	17.7		$	2.6		15	%	$	20.3		$	17.7		$	2.6		15	%
Other customer cash and deposits (dollars in billions)		14.2			15.7			(1.5	)	(10	)%		14.2			15.7			(1.5	)	(10	)%

Customer cash and deposits (dollars in billions)	$	34.5		$	33.4		$	1.1		3	%	$	34.5		$	33.4		$	1.1		3	%

Not meaningful

⁽¹⁾

For the nine months ended September 30, 2008, net new customer assets were $2.9 billion excluding the sale of RAA.

Our trading and investing segment generates revenue from brokerage and banking relationships with investors and from market-making activities. This segment generates six main sources of revenue: net operating interest income; commissions; fees and service charges; principal transactions; gains (losses) on loans and securities, net; and other revenues. Other revenues include results from our stock plan administration products and services, as we ultimately service customers through these corporate relationships.

Our brokerage business continued to perform very well during the third quarter of 2009, resulting in an increase in the level of income generated in the trading and investing segment as well as achieving record levels of brokerage accounts. Trading and investing segment income increased 15% to $202.5 million and 7% to $502.8 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in

2008. Trading activity was strong during the third quarter of 2009 resulting in total DARTs of 196,413 and an average commission per trade of $11.50. We also continued to generate new brokerage accounts, ending the quarter with a record 2.7 million accounts. Our brokerage related cash, which is one of our most profitable sources of funding, increased by $2.6 billion when compared to the third quarter of 2008. We believe these metrics are indicators of a brokerage business that is able to compete effectively in a volatile environment and we believe we are positioned for continued growth in our trading and investing segment.

Trading and investing net operating interest income decreased 5% to $206.8 million and 11% to $577.3 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. This decrease was driven primarily by a decrease in the balance of our margin receivables during the comparable periods, which was partially offset by a decrease in yields paid on our deposits.

Trading and investing commissions revenue increased 12% to $144.5 million and 14% to $424.2 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The increase in commissions revenue was primarily the result of an increase in DARTs of 7% to 196,413 and 14% to 204,143 for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008.

Trading and investing principal transactions revenue increased 20% to $24.9 million and 10% to $65.2 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. Our principal transactions revenue is influenced by overall trading volumes, the number of stocks for which we act as a market-maker, the trading volumes of those specific stocks and the performance of our proprietary trading activities. The increase in principal transactions revenue was driven by an increase in the volume of equity shares that were traded, which was partially offset by a decrease in our average revenue earned per share traded for the three and nine months ended September 30, 2009, respectively.

Trading and investing segment expense decreased 7% to $231.8 million and $730.7 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The decrease for the three and nine months ended September 30, 2009 related primarily to a decrease in advertising and market development expense and a decrease in bad debt expense, which were offset by an increase in FDIC insurance premiums. Additionally, there was a decrease in compensation and benefits expense which also contributed to the decrease in trading and investing segment expense for the nine months ended September 30, 2009. The decrease was due to lower salary expense as a result of a reduction in our employee base.

As of September 30, 2009, we had approximately 2.7 million active brokerage accounts, 1.0 million stock plan accounts and 0.8 million active banking accounts. For the three months ended September 30, 2009 and 2008, our brokerage products contributed 62% and 64%, respectively, and our banking products, which include sweep products, contributed 28% and 26%, respectively, of total trading and investing net revenue. For the nine months ended September 30, 2009 and 2008, our brokerage products contributed 64% for both periods, and our banking products contributed 27% and 26%, respectively, of total trading and investing net revenue. All other products contributed less than 10% of total trading and investing net revenue for the three and nine months ended September 30, 2009 and 2008.

Balance Sheet Management

The following table summarizes balance sheet management financial and key metrics as of and for the three and nine months ended September 30, 2009 and 2008 (dollars in thousands, except for key metrics):


	As of and For the Three Months Ended September 30,						Variance					As of and For the Nine Months Ended September 30,						Variance
	As of and For the Three Months Ended September 30,						2009 vs. 2008					As of and For the Nine Months Ended September 30,						2009 vs. 2008
	2009			2008			Amount			%		2009			2008			Amount			%
Balance sheet management segment loss:
Net operating interest income	$	114,616		$	107,601		$	7,015		7	%	$	362,293		$	348,535		$	13,758		4	%
Commissions		—			54			(54	)	*			—			751			(751	)	*
Fees and service charges		650			1,704			(1,054	)	(62	)%		5,234			8,219			(2,985	)	(36	)%
Principal transactions		—			(30	)		30		*			—			84			(84	)	*
Gains (losses) on loans and securities, net		41,979			(141,878	)		183,857		*			150,499			(122,413	)		272,912		*
Net impairment		(19,229	)		(17,884	)		(1,345	)	(8	)%		(67,683	)		(61,639	)		(6,044	)	10	%
Other revenues		2,939			3,665			(726	)	(20	)%		9,738			10,926			(1,188	)	(11	)%

Net segment revenue		140,955			(46,768	)		187,723		*			460,081			184,463			275,618		149	%
Provision for loan losses		347,222			517,800			(170,578	)	(33	)%		1,205,710			1,070,792			134,918		13	%
Total segment expense		69,874			47,639			22,235		47	%		194,206			184,526			9,680		5	%

Total balance sheet management segment loss	$	(276,141	)	$	(612,207	)	$	336,066		(55	)%	$	(939,835	)	$	(1,070,855	)	$	131,020		(12	)%

Key Metrics:
Allowance for loan losses (dollars in millions)	$	1,214.5		$	874.2		$	340.3		39	%	$	1,214.5		$	874.2		$	340.3		39	%
Allowance for loan losses as a % of nonperforming loans		82.37	%		109.45	%		*		(27.08	)%		82.37	%		109.45	%		*		(27.08	)%

Percentage not meaningful

Our balance sheet management segment generates revenue from managing loans previously originated or purchased from third parties, and leveraging these loans and customer cash and deposit relationships to generate additional net operating interest income.

The balance sheet management segment reported a loss of $276.1 million and $939.8 million for the three and nine months ended September 30, 2009, respectively. We believe the losses in this segment are the result of the high levels of delinquent loans in our one- to four-family and home equity loan portfolios, which in turn resulted in provision for loan losses of $347.2 million and $1.2 billion for the three and nine months ended September 30, 2009, respectively.

Net operating interest income increased 7% to $114.6 million and 4% to $362.3 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. This increase was due to the increase in enterprise net interest spread of 19 basis points to 2.82% and 8 basis points to 2.69% for the three and nine months ended September 30, 2009, compared to the same periods in 2008.

Gains (losses) on loans and securities, net were gains of $42.0 million and $150.5 million for the three and nine months ended September 30, 2009, respectively, compared to losses of $141.9 million and $122.4 million for the same periods in 2008. The increase was due primarily to gains on the sale of certain agency mortgage-backed securities, which were partially offset by net losses on the sales of loans during the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The losses on the sales of loans were due to the sale of a $0.4 billion pool of home equity loans during the three months ended September 30, 2009. We purchased this particular pool of loans from the originator of the loans in a prior period. This same

originator, who continued to service the loans subsequent to our purchase, made an unsolicited offer to repurchase the loans back from us at a price of 98% of the balance of the loan portfolio and we accepted this offer. We believe transactions of this nature are rare and are unlikely to occur again in future periods. The losses on loans and securities, net during the three and nine months ended September 30, 2008 were due to losses on our preferred stock in Fannie Mae and Freddie Mac.

We recognized $19.2 million and $67.7 million of net impairment during the three and nine months ended September 30, 2009, respectively, on certain securities in our non-agency CMO portfolio due to continued deterioration in the expected credit performance of the underlying loans in the securities. The net impairment included gross OTTI of $9.3 million and $227.8 million for the three and nine months ended September 30, 2009. For the three months ended September 30, 2009, net impairment included $9.9 million of previously recognized noncredit OTTI that was reclassified from accumulated other comprehensive loss into earnings. Of the $227.8 million of gross OTTI for the nine months ended September 30, 2009, $160.2 million related to the noncredit portion of OTTI, which was recorded through other comprehensive income (loss). We had net impairment of $17.9 million and $61.6 million for the three and nine months ended September 30, 2008, which represented the total decline in the fair value of impaired securities in accordance with the OTTI accounting guidance that was in effect prior to April 1, 2009.

Total balance sheet management segment expense increased 47% to $69.9 million and 5% to $194.2 million for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008. The increase for the three months ended September 30, 2009 was due primarily to higher corporate expenses and higher expense related to real estate owned (“REO”) and other repossessed assets. The increase in corporate expenses, the majority of which are allocated to the balance sheet management segment, was due primarily to an increase in variable compensation when compared to the same period in prior year. The slight increase for the nine months ended September 30, 2009 was due primarily to an increase in expenses related to corporate expenses and REO and other repossessed assets, partially offset by lower facility restructuring expense in the balance sheet management segment.

BALANCE SHEET OVERVIEW

The following table sets forth the significant components of our consolidated balance sheet (dollars in thousands):


	September 30, 2009		December 31, 2008		Variance
					2009 vs. 2008
					Amount			%
Assets:
Cash⁽¹⁾	$	7,526,449	$	4,995,447	$	2,531,002		51	%
Trading securities		40,883		55,481		(14,598	)	(26	)%
Available-for-sale mortgage-backed and investment securities		11,509,690		10,806,094		703,596		7	%
Margin receivables		3,435,428		2,791,168		644,260		23	%
Loans, net		20,259,974		24,451,852		(4,191,878	)	(17	)%
Investment in FHLB stock		183,863		200,892		(17,029	)	(8	)%
Other assets⁽²⁾		5,530,689		5,237,281		293,408		6	%

Total assets	$	48,486,976	$	48,538,215	$	(51,239	)	(0	)%

Liabilities and shareholders’ equity:
Deposits	$	26,368,402	$	26,136,246	$	232,156		1	%
Wholesale borrowings⁽³⁾		9,225,699		11,735,056		(2,509,357	)	(21	)%
Customer payables		5,270,722		3,753,332		1,517,390		40	%
Corporate debt		2,532,232		2,750,532		(218,300	)	(8	)%
Accounts payable, accrued and other liabilities		1,444,049		1,571,553		(127,504	)	(8	)%

Total liabilities		44,841,104		45,946,719		(1,105,615	)	(2	)%
Shareholders’ equity		3,645,872		2,591,496		1,054,376		41	%

Total liabilities and shareholders’ equity	$	48,486,976	$	48,538,215	$	(51,239	)	(0	)%

⁽¹⁾

Includes balance sheet line items cash and equivalents and cash and investments required to be segregated under federal or other regulations.

⁽²⁾

Includes balance sheet line items property and equipment, net, goodwill, other intangibles, net and other assets.

⁽³⁾

Includes balance sheet line items securities sold under agreements to repurchase and other borrowings.

The slight decrease in total assets was attributable primarily to a decrease of $4.2 billion in loans, net, offset by increases of $2.5 billion in cash, $0.7 billion in available-for-sale mortgage-backed and investment securities and $0.6 billion in margin receivables. The decrease in loans, net was due to our strategy of reducing balance sheet risk by allowing our loan portfolio to pay down, which we plan to do for the foreseeable future. The increase in cash was primarily related to our high levels of customer deposits, particularly our non-sweep deposits. For further details on cash, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources).

The decrease in total liabilities was attributable primarily to the decrease of $2.5 billion in wholesale borrowings, which was partially offset by an increase of $1.5 billion in customer payables. The decrease in wholesale borrowings was a result of paying down our FHLB advances and securities sold under agreements to repurchase. Customer payables increased due to higher trading activity and net new brokerage customer acquisition.

The increase in shareholders’ equity was related to the issuance of 620.9 million shares of common stock related to our common stock offerings and the completion of our Debt Exchange along with the subsequent conversions of the newly-issued convertible debentures into 572.2 million shares of common stock as of September 30, 2009.

Available-for-Sale Mortgage-Backed and Investment Securities

Available-for-sale securities are summarized as follows (dollars in thousands):


	September 30, 2009		December 31, 2008		Variance
					2009 vs. 2008
					Amount			%
Residential mortgage-backed securities:
Agency mortgage-backed securities and CMOs	$	7,792,390	$	10,110,813	$	(2,318,423	)	(23	)%
Non-agency CMOs and other		475,089		602,376		(127,287	)	(21	)%

Total residential mortgage-backed securities		8,267,479		10,713,189		(2,445,710	)	(23	)%
Investment securities		3,242,211		92,905		3,149,306		3390	%

Total available-for-sale securities	$	11,509,690	$	10,806,094	$	703,596		7	%

Available-for-sale securities represented 24% and 22% of total assets at September 30, 2009 and December 31, 2008, respectively. Total available-for-sale securities increased 7% to $11.5 billion at September 30, 2009 when compared to December 31, 2008, due primarily to the purchase of agency debentures, which increased investment securities to $3.2 billion. This increase was partially offset by the sale of certain agency mortgage-backed securities and CMOs. During the third quarter of 2009, we decided to reduce our interest rate risk exposure in our available-for-sale securities portfolio. We accomplished this objective by reducing our position in mortgage-backed securities and increasing our position in agency debentures, which have a lower sensitivity to changes in interest rates when compared to mortgage-backed securities.

Loans, Net

Loans, net are summarized as follows (dollars in thousands):


	September 30, 2009			December 31, 2008			Variance
							2009 vs. 2008
							Amount			%
Loans held-for-sale	$	6,290		$	—		$	6,290		*
One- to four-family		11,177,177			12,979,844			(1,802,667	)	(14	)%
Home equity		8,156,365			10,017,183			(1,860,818	)	(19	)%
Consumer and other loans:
Recreational vehicle		1,347,647			1,570,116			(222,469	)	(14	)%
Marine		366,516			424,595			(58,079	)	(14	)%
Commercial		152,407			214,084			(61,677	)	(29	)%
Other		83,268			89,875			(6,607	)	(7	)%
Unamortized premiums, net		184,822			236,766			(51,944	)	(22	)%
Allowance for loan losses		(1,214,518	)		(1,080,611	)		(133,907	)	12	%

Total loans, net	$	20,259,974		$	24,451,852		$	(4,191,878	)	(17	)%

Percentage not meaningful

Loans, net decreased 17% to $20.3 billion at September 30, 2009 from $24.5 billion at December 31, 2008. This decline was due primarily to our strategy of reducing balance sheet risk by allowing our loan portfolio to pay down, which we plan to do for the foreseeable future. In addition, we sold a $0.4 billion pool of home equity loans during the three months ended September 30, 2009. We purchased this particular pool of loans from the originator of the loans in a prior period. This same originator, who continued to service the loans subsequent to our purchase, made an unsolicited offer to repurchase the loans back from us at a price of 98% of the balance of the loan portfolio and we accepted this offer. We believe transactions of this nature are rare and are unlikely to occur again in future periods.

Loans held-for-sale of $6.3 million as of September 30, 2009 represents loans originated through, but not yet purchased by, a third party company that we partnered with to provide access to real estate loans for our customers. The product is offered as a convenience to our customers and is not one of our primary product offerings. The third party company providing this product performs all processing and underwriting of these loans and is responsible for the credit risk associated with these loans, which minimizes our assumption of any of the typical risks commonly associated with mortgage lending. There is a short period of time after closing of the loans in which we record the originated loan as held-for-sale prior to the third party company purchasing the loan.

We have a credit default swap (“CDS”) on a portion of our first-lien residential real estate loan portfolio through a synthetic securitization structure that provides, for a fee, an assumption by a third party of a portion of the credit risk related to the underlying loans. As of September 30, 2009, the balance of the loans covered by the CDS was $2.4 billion, on which $26.4 million in losses had been recognized. The CDS provides protection for losses in excess of $4.0 million, but not to exceed approximately $30.3 million. During the second quarter of 2009, we began to receive cash recoveries from the CDS for amounts reported in excess of the $4.0 million threshold. We expect to recognize the remaining benefit over the next twelve months, which is reflected in the allowance for loan losses as of September 30, 2009.

Deposits

Deposits are summarized as follows (dollars in thousands):


	September 30, 2009		December 31, 2008		Variance
					2009 vs. 2008
					Amount			%
Sweep deposit accounts	$	12,068,407	$	9,650,431	$	2,417,976		25	%
Money market and savings accounts		11,963,920		12,692,729		(728,809	)	(6	)%
Certificates of deposit		1,438,331		2,363,385		(925,054	)	(39	)%
Checking accounts		764,161		991,477		(227,316	)	(23	)%
Brokered certificates of deposit		133,583		438,224		(304,641	)	(70	)%

Total deposits	$	26,368,402	$	26,136,246	$	232,156		1	%

Deposits represented 59% and 57% of total liabilities at September 30, 2009 and December 31, 2008, respectively. Deposits generally provide us the benefit of lower interest costs compared with wholesale funding alternatives. While our deposits increased by $232.2 million during the nine months, we expect the non-sweep deposit balances to decrease over the remainder of 2009. At September 30, 2009, 95% of our customer deposits were covered by FDIC insurance.

The deposits balance is a component of the total customer cash and deposits balance reported as a customer activity metric of $34.5 billion and $32.3 billion at September 30, 2009 and December 31, 2008, respectively. The total customer cash and deposits balance is summarized as follows (dollars in thousands):


	September 30, 2009			December 31, 2008			Variance
							2009 vs. 2008
							Amount		%
Deposits	$	26,368,402		$	26,136,246		$	232,156	1	%
Less: brokered certificates of deposit		(133,583	)		(438,224	)		304,641	(70	)%

Retail deposits		26,234,819			25,698,022			536,797	2	%
Customer payables		5,270,722			3,753,332			1,517,390	40	%
Customer cash balances held by third parties and other		2,955,627			2,805,101			150,526	5	%

Total customer cash and deposits	$	34,461,168		$	32,256,455		$	2,204,713	7	%

Wholesale Borrowings

Wholesale borrowings, which consist of securities sold under agreements to repurchase and other borrowings are summarized as follows (dollars in thousands):


	September 30, 2009		December 31, 2008		Variance
					2009 vs. 2008
					Amount			%
Securities sold under agreements to repurchase	$	6,469,589	$	7,381,279	$	(911,690	)	(12	)%

FHLB advances	$	2,303,600	$	3,903,600	$	(1,600,000	)	(41	)%
Subordinated debentures		427,393		427,328		65		0	%
Other		25,117		22,849		2,268		10	%

Total other borrowings	$	2,756,110	$	4,353,777	$	(1,597,667	)	(37	)%

Total wholesale borrowings	$	9,225,699	$	11,735,056	$	(2,509,357	)	(21	)%

Wholesale borrowings represented 21% and 26% of total liabilities at September 30, 2009 and December 31, 2008, respectively. The decrease in wholesale borrowings of $2.5 billion during the nine months ended September 30, 2009 was due primarily to the early termination of certain FHLB advances and a decrease in securities sold under agreements to repurchase. FHLB advances coupled with securities sold under agreements to repurchase are the primary wholesale funding sources of the Bank. As a result, we expect these balances to fluctuate over time as our deposits and our interest-earning assets fluctuate.

Corporate Debt

Corporate debt by type is shown as follows (dollars in thousands):


	Face Value		Discount			Fair Value Adjustment		Net
September 30, 2009
Interest-bearing notes:
Senior notes:
8% Notes, due 2011	$	3,644	$	—		$	—	$	3,644
7³/8% Notes, due 2013		414,665		(3,618	)		23,342		434,389
7⁷/8% Notes, due 2015		243,177		(1,845	)		11,714		253,046

Total senior notes		661,486		(5,463	)		35,056		691,079
12¹/2% Springing lien notes, due 2017		875,530		(192,570	)		8,597		691,557

Total interest-bearing notes		1,537,016		(198,033	)		43,653		1,382,636

Non-interest-bearing debt:
0% Convertible debentures, due 2019		1,149,596		—			—		1,149,596

Total corporate debt	$	2,686,612	$	(198,033	)	$	43,653	$	2,532,232


	Face Value		Discount			Fair Value Adjustment		Net
December 31, 2008
Senior notes:
8% Notes, due 2011	$	435,515	$	(1,763	)	$	13,855	$	447,607
7³/8% Notes, due 2013		414,665		(4,334	)		32,435		442,766
7⁷/8% Notes, due 2015		243,177		(2,071	)		13,183		254,289

Total senior notes		1,093,357		(8,168	)		59,473		1,144,662
12¹/2% Springing lien notes, due 2017		2,057,000		(460,515	)		9,385		1,605,870

Total corporate debt	$	3,150,357	$	(468,683	)	$	68,858	$	2,750,532

In the third quarter of 2009, we obtained shareholder approval for and completed an offer to exchange $1.7 billion aggregate principal amount of our corporate debt, including $1.3 billion principal amount of the 12¹/2% Notes and $0.4 billion principal amount of the 8% Notes, for an equal principal amount of newly-issued non-interest-bearing convertible debentures. Subsequent to the Debt Exchange, $592.3 million of convertible debentures were converted into 572.2 million shares of common stock during the quarter ended September 30, 2009. For further details on the Debt Exchange, see Notes 1, 3 and 9 of Item 1. Consolidated Financial Statements (Unaudited).

Shareholders’ Equity

The activity in shareholders’ equity during the nine months ended September 30, 2009 is summarized as follows (dollars in thousands):


	Common Stock/ Additional Paid- In Capital		Accumulated Deficit/Other Comprehensive Loss			Total
Beginning balance, December 31, 2008	$	4,069,917	$	(1,478,421	)	$	2,591,496
Common stock offerings		733,209		—			733,209
Activity related to the Debt Exchange:
After-tax loss related to the Debt Exchange		—		(772,908	)		(772,908	)
Amortization of premium on the convertible debentures		707,549		—			707,549
Conversions of convertible debentures		592,275		—			592,275
All other after-tax operating losses		—		(434,700	)		(434,700	)
Other⁽¹⁾		34,915		194,036			228,951

Ending balance, September 30, 2009	$	6,137,865	$	(2,491,993	)	$	3,645,872

⁽¹⁾

Other includes employee stock compensation accounting, additional purchase consideration paid in connection with prior acquisitions, and changes in other comprehensive income (loss) from foreign currency translation, noncredit losses on available-for-sale securities and fair value changes in cash flow hedges, net of taxes.

Shareholders’ equity increased 41% to $3.6 billion at September 30, 2009 from $2.6 billion at December 31, 2008. This increase was due primarily to the issuance of 620.9 million shares of common stock related to our common stock offerings and the completion of our Debt Exchange along with the subsequent conversions of the newly-issued convertible debentures into 572.2 million shares of common stock that occurred during the third quarter of 2009. The increase was also attributable to the amortization of the entire premium on the newly-issued convertible debentures, which was immediately amortized to additional paid-in capital since amortizing the premium into interest expense over the life of the non-interest-bearing convertible debentures would have resulted in recording interest income on a liability (a negative yield)⁽¹⁾.

LIQUIDITY AND CAPITAL RESOURCES

We have established liquidity and capital policies to support the successful execution of our business strategies, while ensuring ongoing and sufficient liquidity through the business cycle. These policies are especially important during periods of stress in the financial markets, which have been ongoing since the fourth quarter of 2007 and will likely continue for some time.

We believe liquidity is of critical importance to the Company and especially important within E*TRADE Bank. The objective of our policies is to ensure that we can meet our corporate and banking liquidity needs under both normal operating conditions and under periods of stress in the financial markets. Our corporate liquidity needs are primarily driven by the amount of principal and interest due on our corporate debt as well as any

⁽¹⁾

See Note 1—Organization, Basis of Presentation and Summary of Significant Accounting Policies of Item 1. Consolidated Financial Statements (Unaudited) for a description of the accounting of the Debt Exchange.

capital needs at E*TRADE Bank. Our banking liquidity needs are driven primarily by the level and volatility of our customer deposits. Management maintains an extensive set of liquidity sources and monitors certain business trends and market metrics closely to ensure we have sufficient liquidity and to avoid dependence on other more expensive sources of funding. Management believes the following sources of liquidity are of critical importance in maintaining ample funding for liquidity needs: Corporate cash, Bank cash, deposits and unused FHLB borrowing capacity. Management believes that within deposits, sweep deposits are of particular importance as they are the most stable source of liquidity for E*TRADE Bank when compared to non-sweep deposits. Overall, management believes that these liquidity sources, which we expect to fluctuate in any given period, are more than sufficient to meet our needs for the foreseeable future.

Capital is generated primarily through our business operations and our capital market activities. Our trading and investing segment has been profitable and a generator of capital for the past six years and we expect that trend to continue. However, our provision for loan losses, which is reported in the balance sheet management segment, has more than offset the capital generated by both of our segments. While we cannot state this with certainty, we believe that this trend will reverse at some point in the foreseeable future and our business operations will again be a net generator of capital. However, in order to ensure that we have enough capital to withstand any further deterioration in the current credit and market conditions, management believed it was necessary to raise additional capital.

During the second and third quarters of 2009, our primary banking regulator, the Office of Thrift Supervision (“OTS”), advised us, and consistent with management’s belief stated above we agreed, to raise additional equity capital for E*TRADE Bank and to substantially reduce our corporate debt service burden. In response, we implemented a plan to strengthen our capital structure by raising cash equity primarily to support E*TRADE Bank and also to enhance our liquidity. As part of this plan, we raised $733.2 million in net proceeds from three separate stock offerings, as detailed in the table below (dollars and shares in millions):


	Net Proceeds		Shares
Equity Drawdown Program, May 2009	$	63	41
Public Equity Offering, June 2009		523	500
At the Market Offering, September 2009		147	80

Total	$	733	621

Also as part of our capital plan, we completed an exchange of $1.7 billion aggregate principal amount of our corporate debt, which included $1.3 billion principal amount of our 12¹/2% Notes and $0.4 billion principal amount of our 8% Notes, for an equal principal amount of newly-issued non-interest-bearing convertible debentures. As a result of the completion of this exchange, we reduced our annual corporate interest payments from approximately $360 million to approximately $160 million and eliminated any substantial debt maturities until 2013. As of September 30, 2009, $592.3 million of the newly-issued non-interest-bearing convertible debentures had been converted into 572.2 million shares of common stock⁽¹⁾.

We believe the combined impact of our common stock offerings and the Debt Exchange substantially improved our capital structure. As a result, we believe we will be in a position to respond opportunistically with regard to any additional capital planning actions, such as further debt-for-equity exchanges, additional cash capital raising activities or sales of any non-core assets.

During the fourth quarter of 2008, we applied to the U.S. Treasury for funding under the Troubled Asset Relief Program (“TARP”) Capital Purchase Program. The OTS recently requested that we declare our intentions with respect to our application. In light of our recent capital raising activities and the reduction in interest-bearing debt in connection with the completion of the Debt Exchange, we withdrew our application on October 30, 2009.

⁽¹⁾

As of October 26, 2009, a total of $688.2 million of the convertible debentures had been converted into 664.9 million shares of common equity.

Corporate Cash

Corporate cash is the primary source of liquidity at the parent company and is available to invest in our regulated subsidiaries. We define corporate cash as 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. The components of corporate cash as of September 30, 2009 and December 31, 2008 are as follows (dollars in thousands):


	September 30, 2009		December 31, 2008		Variance
	September 30, 2009		December 31, 2008		2009 vs. 2008
Parent company cash	$	481,536	$	216,535	$	265,001
Converging Arrows, Inc. and other cash⁽¹⁾		19,581		218,318		(198,737	)

Total corporate cash⁽²⁾	$	501,117	$	434,853	$	66,264

⁽¹⁾

Converging Arrows, Inc. and other cash consists of corporate subsidiaries that can distribute cash to the parent company without any regulatory approval.

⁽²⁾

Total corporate cash at September 30, 2009 and December 31, 2008 includes $19.7 million and $45.3 million, respectively, that we invested in The Reserve Funds’ Primary Fund and is included as a receivable in the other assets line item, as The Reserve Fund has not indicated when the funds will be distributed back to investors.

Consolidated Cash and Equivalents

The consolidated cash and equivalents balance increased by $0.9 billion to $4.8 billion for the nine months ended September 30, 2009. The majority of this balance is cash held in regulated subsidiaries, primarily the Bank, outlined as follows (dollars in thousands):


	September 30, 2009			December 31, 2008			Variance
	September 30, 2009			December 31, 2008			2009 vs. 2008
Corporate cash	$	501,117		$	434,853		$	66,264
Bank cash⁽¹⁾		4,074,542			3,276,588			797,954
International brokerage and other cash		284,232			288,716			(4,484	)
Less:
Cash reported in other assets⁽²⁾		(63,515	)		(146,308	)		82,793

Total consolidated cash	$	4,796,376		$	3,853,849		$	942,527

⁽¹⁾

During the second quarter of 2009, E*TRADE Securities LLC became a wholly-owned operating subsidiary of E*TRADE Bank. As a result, $110.6 million and $56.4 million in cash held at E*TRADE Securities LLC is included in Bank cash at September 30, 2009 and December 31, 2008, respectively.

⁽²⁾

Cash reported in other assets consists of cash that we invested in The Reserve Funds’ Primary Fund and is included as a receivable in the other assets line item, as The Reserve Fund has not indicated when the funds will be distributed back to investors.

The cash held in our regulated subsidiaries serves as a source of liquidity for those subsidiaries and is not a primary source of capital for the parent company.

Cash and Equivalents Held in the Reserve Fund

At September 30, 2009, we held cash in The Reserve Funds’ Primary Fund (“the Fund”) of $63.5 million, which is included as a receivable in the other assets line item on the balance sheet. On September 16, 2008, the Fund reported that its shares had fallen below the standard of $1 per share, which is commonly referred to as “breaking the buck.” The following table details our cash held in the Fund at the date the Fund was reported as “breaking the buck” and at September 30, 2009 (dollars in thousands):


	September 30, 2009		September 15, 2008		Variance
	September 30, 2009		September 15, 2008		September 30, 2009 vs. September 15, 2008
Corporate cash	$	19,654	$	230,326	$	(210,672	)
Bank cash⁽¹⁾		41,789		489,737		(447,948	)
International brokerage and other cash		2,072		24,278		(22,206	)

Total cash held in the Fund	$	63,515	$	744,341	$	(680,826	)

⁽¹⁾

During the second quarter of 2009, E*TRADE Securities LLC became a wholly-owned operating subsidiary of E*TRADE Bank. As a result, $5.9 million and $69.3 million in cash related to E*TRADE Securities LLC is included in Bank cash at September 30, 2009 and September 15, 2008, respectively.

On February 26, 2009, The Reserve announced that it had adopted a Plan of Liquidation for the orderly liquidation of the assets of the Fund. Under the terms of the plan, which is subject to the supervision of the SEC, The Reserve will continue to make interim distributions up to $0.9172 per share. The Reserve indicated in this announcement that it was taking this approach in order to provide liquidity to investors without prejudicing the legal right and remedies of any shareholder’s claims. As of September 30, 2009, we had received a total of $669.6 million in cash distributions made by the Fund. In the fourth quarter of 2008, we recorded an impairment charge of $11.2 million, which represented our estimate of the amount we would lose in a pro-rata distribution. We continue to believe that we will receive substantially all of our remaining investment; however, we cannot state with certainty that we will not ultimately incur additional losses on our remaining position. In addition, we believe it will take a significant amount of time to eventually receive these funds⁽¹⁾.

Liquidity Available from Subsidiaries

Liquidity available to the Company from its subsidiaries, other than Converging Arrows, Inc., is limited by regulatory requirements. In addition, E*TRADE Bank may not pay dividends to the parent company without approval from the OTS and any loans by E*TRADE Bank to the parent company and its other non-bank subsidiaries are subject to various quantitative, arm’s length, collateralization and other requirements.

We maintain capital in excess of regulatory minimums at our regulated subsidiaries, the most significant of which is E*TRADE Bank. As of September 30, 2009, we held $985.4 million of risk-based total capital at E*TRADE Bank in excess of the regulatory minimum level required to be considered “well capitalized.” In the current credit environment, we plan to maintain excess risk-based total capital at E*TRADE Bank in order to enhance our ability to absorb credit losses while still maintaining “well capitalized” status. However, events beyond management’s control, such as a continued deterioration in residential real estate and credit markets, could adversely affect future earnings and E*TRADE Bank’s ability to meet its future capital requirements.

The Company’s broker-dealer subsidiaries are subject to capital requirements determined by their respective regulators. At September 30, 2009 and December 31, 2008, all of our brokerage subsidiaries met their minimum net capital requirements. Our broker-dealer subsidiaries had excess net capital of $556.3 million⁽²⁾ at

⁽¹⁾

On October 2, 2009, we received an additional distribution from The Reserve Fund for $14.5 million, reducing our cash held in the Fund to $49.0 million.

⁽²⁾

The excess net capital of the broker-dealer subsidiaries at September 30, 2009 included $416.3 million and $65.5 million of excess net capital at E*TRADE Clearing and E*TRADE Securities LLC, respectively, which are subsidiaries of E*TRADE Bank and are also included in the excess risk-based capital of E*TRADE Bank.

September 30, 2009, a decline of $161.3 million from December 31, 2008. This decline was due to dividends of $250 million and $26 million paid by E*TRADE Clearing to E*TRADE Bank during the first and third quarters of 2009⁽¹⁾, respectively. While we cannot assure that we would obtain regulatory approval again in the future to withdraw any of this excess net capital, $439.5 million is available for dividend while still maintaining a capital level above regulatory “early warning” guidelines.

Other Sources of Liquidity

We also maintain $375 million in uncommitted financing to meet margin lending needs. At September 30, 2009, there were no outstanding balances and the full $375 million was available.

We rely on borrowed funds, such as FHLB advances and securities sold under agreements to repurchase, to provide liquidity for the Bank. Our ability to borrow these funds is dependent upon the continued availability of funding in the wholesale borrowings market. At September 30, 2009, the Bank had approximately $5.8 billion in additional collateralized borrowing capacity with the FHLB. We will also have the ability to generate liquidity in the form of additional deposits by raising the yield on our customer deposit accounts.

We have the option to make the interest payments on our 12¹/2% Notes in the form of either cash or additional 12¹/2% Notes through May 2010. During the second quarter of 2008, we elected to make our first interest payment of approximately $121 million in cash. During the fourth quarter of 2008 and second quarter of 2009, we elected to make our second and third interest payments of $121 million and $129 million, respectively, in the form of additional 12¹/2% Notes. As a result of the Debt Exchange, the interest payments on the 12¹/2% Notes were reduced to approximately $109 million per annum. We intend to make our next interest payment of $55 million (November 2009) in the form of additional 12¹/2% Notes. We will determine whether to make the May 2010 interest payment in the form of cash or additional 12¹/2% Notes based on the facts and circumstances at that time. The November 2010 payment is the first interest payment we are required to pay in cash.

Corporate Debt

Our current senior debt ratings are B3 by Moody’s Investor Service, CCC by Standard & Poor’s and B (high) by Dominion Bond Rating Service (“DBRS”). The Company’s long-term deposit ratings are Ba3 by Moody’s Investor Service, B- by Standard & Poor’s and BB by DBRS. A significant change in these ratings may impact the rate and availability of future borrowings.

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 and letters of credit. Additionally, we enter into guarantees and other similar arrangements as part of transactions in the ordinary course of business. For additional information on each of these arrangements, see Item 1. Consolidated Financial Statements (Unaudited).

⁽¹⁾

The dividends did not impact E*TRADE Bank’s regulatory capital as E*TRADE Clearing is a subsidiary of E*TRADE Bank and is already included in its consolidated capital base.

RISK MANAGEMENT

As a financial services company, we are exposed to risks in every component of our business. The identification and management of existing and potential risks are the keys to effective risk management. Our risk management framework, principles and practices support decision-making, improve the success rate for new initiatives and strengthen the organization. Our goal is to balance risks and rewards through effective risk management. Risks cannot be completely eliminated; however, we do believe risks can be identified and managed within the Company’s risk tolerance.

Our businesses expose us to the following four major categories of risk that often overlap:

•

Credit Risk—Credit risk is the risk of loss resulting from adverse changes in the ability or willingness of a borrower or counterparty to meet the agreed-upon terms of their financial obligations.

•

Liquidity Risk—Liquidity risk is the risk of loss resulting from the inability to meet current and future cash flow and collateral needs.

•

Interest Rate Risk—Interest rate risk is the risk of loss from adverse changes in interest rates, which could cause fluctuations in our long-term earnings or in the value of the Company’s net assets.

•

Operational Risk—Operational risk is the risk of loss resulting from fraud, inadequate controls or the failure of the internal controls process, third party vendor issues, processing issues and external events.

For additional information on liquidity risk, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources. For additional information about our interest rate risks, see Item 3. Quantitative and Qualitative Disclosures about Market Risk. Operational risks and the management of risk are more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Current Report on Form 8-K filed May 14, 2009. We are also subject to other risks that could impact our business, financial condition, results of operations or cash flows in future periods. See Part II-Item 1A. Risk Factors.

Credit Risk Management

Our primary sources of credit risk are our loan and securities portfolios, where risk results from extending credit to customers and purchasing securities, respectively. The degree of credit risk associated with our loans and securities varies based on many factors including the size of the transaction, the credit characteristics of the borrower, features of the loan product or security, the contractual terms of the related documents and the availability and quality of collateral. Credit risk is one of the most common risks in financial services and is one of our most significant risks.

Credit risk is monitored by our Credit Risk Committee. The Credit Risk Committee uses detailed tracking and analysis to measure credit performance and reviews and modifies credit policies as appropriate.

Loss Mitigation

Given the deterioration in the performance of our loan portfolio, particularly in our home equity loan portfolio, we formed a special credit management team in early 2008 to focus on the mitigation of potential losses in the home equity loan portfolio.

This team’s initial focus was to reduce our exposure to open home equity lines. Through a variety of strategies, including voluntary line closures, automatically freezing lines on all delinquent accounts, and freezing lines on loans with materially reduced home equity, we have reduced this amount from a high of over $7 billion in 2007 to $1.1 billion as of September 30, 2009.

We initiated a loan modification program in 2008 that in its early stages, resulted in an insignificant number of minor modifications. This loan modification program became more active during the first half of 2009 and is now the primary focus of the special credit management team. We consider modifications in which we made an

economic concession to a borrower experiencing financial difficulty a troubled debt restructuring (“TDR”). As of September 30, 2009, we had modified $436.9 million of loans in which the modification was considered a TDR. We also modified a number of loans through traditional collections actions taken in the normal course of servicing delinquent accounts. These actions typically result in an insignificant delay in the timing of payments; therefore, the Company does not consider such activities to be economic concessions to the borrowers. On February 18, 2009, the U.S. Department of the Treasury announced the Homeowner Affordability and Stability Plan. The primary focus of this plan is to create requirements and provide incentives to modify mortgages with the goal of avoiding foreclosure. We believe our loan modification program goals are in line with the Homeowner Affordability and Stability Plan and we have aligned our servicer guidelines with the government’s program. Our loan modification programs target borrowers who demonstrate a willingness and ability to meet their loan obligations and stay in their homes. To date our programs have focused on modifications to the rate and term of loans, which often results in a lower monthly payment for the borrower.

The team has several other initiatives either in progress or in development which are focused on mitigating losses in our home equity loan portfolio. Those initiatives include improving collection efforts and practices of our servicers as well as increasing our loss recovery efforts to minimize the level of loss on a loan that goes to charge-off.

In addition, we continue to review our mortgage loan portfolio in order to identify loans to be repurchased by the originator. Our review is primarily focused on identifying loans with violations of transaction representations and warranties or material misrepresentation on the part of the seller. Any loans identified with these deficiencies are submitted to the original seller for repurchase. Approximately $62.3 million and $105.6 million of loans were repurchased by the original sellers for the nine months ended September 30, 2009 and for the year ended December 31, 2008, respectively.

Underwriting Standards—Originated Loans

During the second quarter of 2008, we exited our retail mortgage origination business, which represented our last remaining loan origination channel. During the three months ended September 30, 2008, we did not originate any one- to four-family loans. Prior to the exit of our retail mortgage origination business, we originated approximately $158 million in one- to four-family loans during the six months ended June 30, 2008. These loans were predominantly prime credit quality first-lien mortgage loans secured by a single-family residence. In the first quarter of 2009, we partnered with a third party company to provide access to real estate loans for our customers. This product is being offered as a convenience to our customers and is not one of our primary product offerings. We structured this arrangement to minimize our assumption of any of the typical risks commonly associated with mortgage lending. The third party company providing this product performs all processing and underwriting of these loans. Shortly after closing, the third party company purchases the loans from us and is responsible for the credit risk associated with these loans. We originated $77.6 million in loans during the nine months ended September 30, 2009 and we had commitments to originate mortgage loans of $28.2 million at September 30, 2009.

CONCENTRATIONS OF CREDIT RISK

Loans

We track and review many factors to predict and monitor credit risk in our loan portfolio, which is primarily made up of loans secured by residential real estate. These factors, which are documented at the time of origination, include: borrowers’ debt-to-income ratio, borrowers’ credit scores, housing prices, documentation type, occupancy type, and loan type. We also review estimated current loan-to-value (“LTV”) ratios when monitoring credit risk in our loan portfolios. In economic conditions in which housing prices generally appreciate, we believe that loan type, LTV ratios and credit scores are the key factors in determining future loan performance. In the current housing market with declining home prices and less credit available for refinance, we believe the LTV ratio becomes a more important factor in predicting and monitoring credit risk.

We believe certain categories of loans inherently have a higher level of credit risk due to characteristics of the borrower and/or features of the loan. Two of these categories are sub-prime and option ARM loans. As a general matter, we did not originate or purchase these loans to hold on our balance sheet; however, in the normal course of purchasing large pools of real estate loans, we invariably ended up acquiring a de minimis amount of sub-prime loans. As of September 30, 2009, sub-prime⁽¹⁾ real estate loans represented less than one-fifth of one percent of our total real estate loan portfolio and we held no option ARM loans.

As noted above, we believe loan type, LTV ratios and borrowers’ credit scores are key determinants of future loan performance. Our home equity loan portfolio is primarily second lien loans⁽²⁾ on residential real estate properties, which have a higher level of credit risk than first lien mortgage loans. We believe home equity loans with a combined loan-to-value (“CLTV”) of 90% or higher or a Fair Isaac Credit Organization (“FICO”) score below 700 are the loans with the highest levels of credit risk in our portfolios.

The breakdowns by LTV/CLTV and FICO score of our two main loan portfolios, one-to four-family and home equity, are as follows (dollars in thousands):


	One- to Four-Family						Home Equity
LTV/CLTV at Origination⁽³⁾	September 30, 2009			December 31, 2008			September 30, 2009			December 31, 2008
<=70%	$	4,814,097		$	5,647,650		$	2,510,460		$	3,126,274
70% - 80%		6,010,759			7,008,860			1,512,232			1,822,797
80% - 90%		223,616			162,966			2,745,365			3,312,332
>90%		128,705			160,368			1,388,308			1,755,780

Total	$	11,177,177		$	12,979,844		$	8,156,365		$	10,017,183

Average LTV/CLTV at loan origination⁽⁴⁾		70.1	%		68.8	%		79.4	%		79.1	%
Average estimated current LTV/CLTV⁽⁵⁾		92.9	%		90.1	%		101.8	%		99.7	%

	One- to Four-Family						Home Equity
FICO at Origination	September 30, 2009			December 31, 2008			September 30, 2009			December 31, 2008
>=720	$	7,370,832		$	8,680,892		$	4,882,985		$	6,005,837
719 - 700		1,548,012			1,750,294			1,313,034			1,591,380
699 - 680		1,187,413			1,342,967			1,127,737			1,379,218
679 - 660		691,423			784,449			475,782			595,776
659 - 620		371,379			412,514			347,830			432,862
<620		8,118			8,728			8,997			12,110

Total	$	11,177,177		$	12,979,844		$	8,156,365		$	10,017,183

⁽¹⁾

Defined as borrowers with FICO scores less than 620 at the time of origination.

⁽²⁾

Approximately 13% of the home equity portfolio is in the first lien position. For home equity loans that are in a second lien position, we also hold the first lien position on the same residential real estate property for less than 1% of the loans in this portfolio.

⁽³⁾

CLTV at origination calculations for home equity are based on drawn balances.

⁽⁴⁾

Average LTV/CLTV at loan origination calculations are based on LTV/CLTV at time of purchase for one- to four-family purchased loans and undrawn balances for home equity loans.

⁽⁵⁾

The average estimated current LTV ratio reflects the outstanding balance at the balance sheet date, divided by the estimated current property value. Current property values are updated on a quarterly basis using the most recent property value data available to us. For properties in which we did not have an updated valuation, we utilized home price indices to estimate the current property value.

In addition to the factors described above, we monitor credit trends in loans by acquisition channel, vintage and geographic location, which are summarized below as of September 30, 2009 and December 31, 2008 (dollars in thousands):


	One- to Four-Family				Home Equity
Acquisition Channel	September 30, 2009		December 31, 2008		September 30, 2009		December 31, 2008
Purchased from a third party	$	9,150,272	$	10,646,324	$	7,150,614	$	8,873,156
Originated by the Company		2,026,905		2,333,520		1,005,751		1,144,027

Total real estate loans	$	11,177,177	$	12,979,844	$	8,156,365	$	10,017,183


	One- to Four-Family				Home Equity
Vintage Year	September 30, 2009		December 31, 2008		September 30, 2009		December 31, 2008
2003 and prior	$	466,090	$	577,408	$	533,123	$	754,054
2004		1,086,624		1,309,985		751,054		990,138
2005		2,338,390		2,695,718		1,988,820		2,426,000
2006		4,186,301		4,890,407		3,865,219		4,668,721
2007		3,071,700		3,475,661		1,002,704		1,161,667
2008		28,072		30,665		15,445		16,603

Total real estate loans	$	11,177,177	$	12,979,844	$	8,156,365	$	10,017,183


	One- to Four-Family				Home Equity
Geographic Location	September 30, 2009		December 31, 2008		September 30, 2009		December 31, 2008
California	$	5,124,429	$	5,853,497	$	2,597,851	$	3,056,819
New York		846,628		966,005		557,827		628,886
Florida		751,002		859,806		594,011		725,810
Virginia		461,855		541,058		342,174		397,722
Other states		3,993,263		4,759,478		4,064,502		5,207,946

Total real estate loans	$	11,177,177	$	12,979,844	$	8,156,365	$	10,017,183

Allowance for Loan Losses

The allowance for loan losses is management’s estimate of credit losses inherent in our loan portfolio as of the balance sheet date. The estimate of the allowance for loan losses is based on a variety of factors, including the composition and quality of the portfolio; delinquency levels and trends; current and historical charge-off and loss experience; current industry charge-off and loss experience; the condition of the real estate market and geographic concentrations within the loan portfolio; the interest rate climate; the overall availability of housing credit; and general economic conditions. The allowance for loan losses is typically equal to management’s estimate of loan charge-offs in the twelve months following the balance sheet date as well as the estimated charge-offs, including economic concessions to borrowers, over the estimated remaining life of loans modified in troubled debt restructurings. Determining the adequacy of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for loan losses in future periods. We believe our allowance for loan losses at September 30, 2009 is representative of probable losses inherent in the loan portfolio at the balance sheet date.

In determining the allowance for loan losses, we allocate a portion of the allowance to various loan products based on an analysis of individual loans and pools of loans. However, the entire allowance is available to absorb credit losses inherent in the total loan portfolio as of the balance sheet date.

The following table presents the allowance for loan losses by major loan category (dollars in thousands):


	One- to Four-Family				Home Equity				Consumer and Other				Total
	Allowance		Allowance as a % of Loans Receivable⁽¹⁾		Allowance		Allowance as a % of Loans Receivable⁽¹⁾		Allowance		Allowance as a % of Loans Receivable⁽¹⁾		Allowance		Allowance as a % of Loans Receivable⁽¹⁾
September 30, 2009	$	450,975	4.02	%	$	693,185	8.37	%	$	70,358	3.56	%	$	1,214,518	5.66	%
December 31, 2008	$	185,163	1.42	%	$	833,835	8.19	%	$	61,613	2.65	%	$	1,080,611	4.23	%

⁽¹⁾

Allowance as a percentage of loans receivable is calculated based on the gross loans receivable for each respective category.

During the nine months ended September 30, 2009, the allowance for loan losses increased by $133.9 million from the level at December 31, 2008. This increase was driven primarily by the increase in the allowance allocated to the one- to four-family loan portfolio, which began to deteriorate during 2008. However, the majority of the allowance as of September 30, 2009 related to the home equity portfolio, which began to deteriorate during the second half of 2007. We believe the deterioration in both of these portfolios was caused by several factors, including: home price depreciation in key markets; growing inventories of unsold homes; rising foreclosure rates; significant contraction in the availability of credit; and a general decline in economic growth. In addition, the combined impact of home price depreciation and the reduction of available credit made it increasingly difficult for borrowers to refinance existing loans. Although we expect these factors will cause the provision for loan losses to continue at historically high levels in future periods, the level of provision for loan losses in the third quarter of 2009 represents the fourth consecutive quarter in which the provision for loan losses has declined when compared to the prior quarter. While we cannot state with certainty that this trend will continue, we believe it is a positive indicator that our loan portfolio may be stabilizing.

Included in our allowance for loan losses at September 30, 2009 was a specific allowance of $144.1 million that was established for TDRs. The specific allowance for these individually impaired loans represents the expected loss, including the economic concession to the borrower, over the remaining life of the loan. The following table shows the TDRs and specific valuation allowance by loan portfolio (dollars in thousands):


	Recorded Investment in TDRs		Specific Valuation Allowance		Specific Valuation Allowance as a % of TDR Loans
September 30, 2009
One- to four-family	$	174,867	$	25,958	15	%
Home equity		261,995		118,125	45	%

Total⁽¹⁾	$	436,862	$	144,083	33	%

⁽¹⁾

The recorded investment in TDRs represents the balance of TDRs, net of charge-offs, at September 30, 2009.

The following table shows the TDRs by delinquency category (dollars in thousands):


	TDRs Current		TDRs 30-89 Days Delinquent		TDRs 90+ Days Delinquent		Total Recorded Investment in TDRs
September 30, 2009
One- to four-family	$	110,105	$	35,698	$	29,064	$	174,867
Home equity		218,418		30,691		12,886		261,995

Total	$	328,523	$	66,389	$	41,950	$	436,862

The following table provides an analysis of the net charge-offs for the three and nine months ended September 30, 2009 and 2008 (dollars in thousands):


	Charge-offs			Recoveries		Net Charge-offs			% of Average Loans (Annualized)
Three months ended September 30, 2009:
One- to four-family	$	(110,376	)	$	—	$	(110,376	)	3.84	%
Home equity		(227,894	)		4,401		(223,493	)	9.93	%
Recreational vehicle		(18,635	)		7,222		(11,413	)	3.24	%
Marine		(4,129	)		1,548		(2,581	)	2.72	%
Other		(4,035	)		255		(3,780	)	6.24	%

Total	$	(365,069	)	$	13,426	$	(351,643	)	6.25	%

Three months ended September 30, 2008:
One- to four-family	$	(33,511	)	$	—	$	(33,511	)	0.98	%
Home equity		(233,616	)		2,044		(231,572	)	8.57	%
Recreational vehicle		(14,155	)		4,155		(10,000	)	2.33	%
Marine		(3,198	)		960		(2,238	)	1.95	%
Other		(2,550	)		410		(2,140	)	2.54	%

Total	$	(287,030	)	$	7,569	$	(279,461	)	4.15	%

Nine months ended September 30, 2009:
One- to four-family	$	(254,489	)	$	—	$	(254,489	)	4.19	%
Home equity		(765,656	)		10,152		(755,504	)	15.88	%
Recreational vehicle		(60,638	)		19,035		(41,603	)	5.59	%
Marine		(14,821	)		4,691		(10,130	)	5.07	%
Other		(11,048	)		971		(10,077	)	7.61	%

Total	$	(1,106,652	)	$	34,849	$	(1,071,803	)	9.00	%

Nine months ended September 30, 2008:
One- to four-family	$	(80,740	)	$	455	$	(80,285	)	0.75	%
Home equity		(589,254	)		4,638		(584,616	)	6.87	%
Recreational vehicle		(39,290	)		12,235		(27,055	)	2.00	%
Marine		(9,364	)		3,469		(5,895	)	1.61	%
Other		(8,399	)		1,516		(6,883	)	2.56	%

Total	$	(727,047	)	$	22,313	$	(704,734	)	3.32	%

Loan losses are recognized when it is probable that a loss will be incurred. Our policy for both one- to four-family and home equity loans is to assess the value of the property when the loan has been delinquent for 180 days or is in bankruptcy, regardless of whether or not the property is in foreclosure, and charge-off the amount of the loan balance in excess of the estimated current property value. Our policy is to charge-off credit cards when collection is not probable or the loan has been delinquent for 180 days and to charge-off closed-end consumer loans when the loan is 120 days delinquent or when we determine that collection is not probable.

Net charge-offs for the three and nine months ended September 30, 2009 compared to the same periods in 2008 increased by $72.2 million and $367.1 million, respectively. The overall increase was primarily due to higher net charge-offs on our one- to four-family loans and home equity loans, which were driven mainly by the same factors as described above. We believe net charge-offs will begin to decline in future periods when compared to the level of charge-offs in the three months ended September 30, 2009 as a result of our decline in special mention delinquencies, which is discussed below. The following graph illustrates the net charge-offs by quarter:

LOGO

Nonperforming Assets

We classify loans as nonperforming when they are 90 days past due. The following table shows the comparative data for nonperforming loans and assets (dollars in thousands):


	September 30, 2009			December 31, 2008
One- to four-family	$	1,185,607		$	593,075
Home equity		274,233			341,255
Consumer and other loans		14,688			7,792

Total nonperforming loans		1,474,528			942,122
REO and other repossessed assets, net		89,710			108,105

Total nonperforming assets, net	$	1,564,238		$	1,050,227

Nonperforming loans receivable as a percentage of gross loans receivable		6.87	%		3.69	%
One- to four-family allowance for loan losses as a percentage of one- to four-family nonperforming loans		38.04	%		31.22	%
Home equity allowance for loan losses as a percentage of home equity nonperforming loans		252.77	%		244.34	%
Consumer and other allowance for loan losses as a percentage of consumer and other nonperforming loans		479.02	%		790.72	%
Total allowance for loan losses as a percentage of total nonperforming loans		82.37	%		114.70	%

During the nine months ended September 30, 2009, our nonperforming assets, net increased $514.0 million to $1.6 billion when compared to December 31, 2008. The increase was attributed primarily to a $479.7 million

increase in our one- to four-family loans delinquent in excess of 180 days for the nine months ended September 30, 2009 when compared to December 31, 2008. This increase was due primarily to the extensive amount of time it takes to foreclose on a property in the current real estate market.

The following graph illustrates the nonperforming loans by quarter:

LOGO

The allowance as a percentage of total nonperforming loans receivable, net decreased from 114.70% at December 31, 2008 to 82.37% at September 30, 2009. This decrease was driven by an increase in one- to four-family nonperforming loans, which have a lower level of expected loss when compared to home equity loans as one- to four-family loans are generally secured in a first lien position by real estate assets. The balance of nonperforming loans includes loans delinquent 90 to 179 days as well as loans delinquent 180 days and greater. We believe the distinction between these two periods is important as loans delinquent 180 days and greater have been written down to their expected recovery value, whereas loans delinquent 90 to 179 days have not. We believe the allowance for loan losses expressed as a percentage of loans delinquent 90 to 179 days is an important measure of the adequacy of the allowance as these loans are expected to drive the vast majority of future charge-offs. Additional charge-offs on loans delinquent 180 days are possible if home prices decline beyond our current expectations, but we do not anticipate these charge-offs to be significant, particularly when compared to the expected charge-offs on loans delinquent 90 to 179 days. We consider this ratio especially imp

E TRADE FINANCIAL CORP - FORM 10-Q - November 4, 2009

Attached files