The following discussion should be read in conjunction with the consolidated
financial statements and the related notes that appear elsewhere in this
document and with the Annual   Report   on Form 10-K for the year ended December
31, 2019.

                                   OVERVIEW


Company Overview
E*TRADE is a financial services company that provides brokerage and related
products and services for traders, investors, stock plan administrators and
participants, and registered investment advisors (RIAs). Founded on the
principle of innovation, we aim to enhance the financial independence of
customers through a powerful digital offering that includes tools and
educational materials, complemented by professional advice and support, catering
to the complex and unique needs of customers to help meet their near- and
long-term investing goals. We provide these services through our digital
platforms and network of industry-licensed customer service representatives and
financial consultants, over the phone, by email and online via two national
financial centers, and in-person at 30 regional financial centers across the
United States. We also operate federally chartered savings banks with the
primary purpose of maximizing the value of deposits generated through our
brokerage business.
We operate directly and through several subsidiaries, many of which are overseen
by governmental and self-regulatory organizations (SROs). Our most important
subsidiaries are described below:
•E*TRADE Securities LLC (E*TRADE Securities) is a registered broker-dealer that
clears and settles customer transactions
•E*TRADE Bank is a federally chartered savings bank that provides Federal
Deposit Insurance Corporation (FDIC) insurance on certain qualifying amounts of
customer deposits and provides other banking and cash management capabilities
•E*TRADE Savings Bank, a subsidiary of E*TRADE Bank, is a federally chartered
savings bank that provides FDIC insurance on certain qualifying amounts of
customer deposits and provides custody solutions for RIAs
•E*TRADE Financial Corporate Services, Inc. (E*TRADE Financial Corporate
Services) is a provider of software and services for managing equity
compensation plans and student loan and financial wellness benefits to our
corporate clients
•E*TRADE Futures LLC (E*TRADE Futures) is a registered non-clearing Futures
Commission Merchant (FCM) that provides retail futures transaction capabilities
for our customers
•E*TRADE Capital Management LLC (E*TRADE Capital Management) is an RIA that
provides investment advisory services for our customers


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Delivering a powerful digital offering for our customers is a core pillar of our
business strategy and we believe our focus on being a digital leader in the
financial services industry is a competitive advantage. We offer a broad range
of products and services to customers through the following channels:
•Retail: Our retail channel services individual brokerage and banking customers
that utilize our web, mobile and/or active trading platforms to meet trading,
investing and/or banking needs.
•Institutional: Our institutional channels include Corporate Services and
Advisor Services. We provide stock plan, student loan and financial wellness
solutions for public and private companies globally through our corporate
services channel. We provide custody services to independent RIAs through our
advisor services channel.
STRATEGY


Our business strategy is focused on leveraging our brand, hybrid support model,
and technology to grow our retail and institutional channels while generating
robust earnings growth and maximizing shareholder returns.
Leverage our brand, hybrid support model, and leading technology for scale and
growth
E*TRADE's unrivaled and tech-forward brand is synonymous with digital brokerage
and drives outsized awareness and consideration among business-to-customer and
business-to-business audiences. Our customers benefit from digitally led
experiences, complemented by professional advice and support. We cater to the
complex and unique needs of traders, investors, stock plan administrators and
participants, and independent RIAs. We are able to serve peak volumes across
channels with capacity for growth through our strong and scalable
infrastructure.
Empower self-directed retail customers through a powerful digital offering and
professional guidance
E*TRADE has three core digital offerings for the retail investor-trading,
investing, and banking. We maintain a leading position among active and
derivatives traders through the Power E*TRADE web-based platform and support
model. We connect customers with a range of easy to use wealth management
solutions. We are also advancing digital banking capabilities to complement our
existing product set and increase engagement with customers and prospects.
Capitalize on symbiotic institutional channels to drive growth
E*TRADE's corporate services and advisor services channels are critical for
growth. We aim to expand on our #1 position in stock plan administration through
innovative digital solutions, complementary service offerings and expert
support-driving growth in retail and institutional relationships. We plan to
leverage the power of E*TRADE's brand, digital ethos, and our broad customer
base to grow the advisor services channel. We also plan to connect retail
customers and stock plan participants seeking higher touch services to top-tier
advisors through our referral network-driving asset growth and retention.
Generate robust earnings growth and shareholder returns
We aim to deliver superior returns on customer assets by capturing the full
value of our retail and institutional relationships and leveraging E*TRADE's
highly scalable model to generate robust earnings growth and maximize
shareholder returns.



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PRODUCTS AND SERVICES
Our hybrid delivery model is available through the following award-winning
digital platforms which are complemented by professional advice and support.
                             Platforms for Retail Channel(1)                                                                                         

Platforms for Institutional Channels(1)


                                                 Web                                                                                       Equity Edge Online(2)
                                                                                                                                           Our easy to use site is the primary channel                  Equity Edge
                                                                                                                                           to interact with customers and prospects                     Online is the #1
                                                                                                                                                                                                        rated platform in
                                                                                                                                                                                                        the stock plan
                                                                                                                                                                                                        administration
    [[Image Removed: etfc-20200630_g2.jpg]]                                                   [[Image Removed: etfc-20200630_g3.jpg]]                                                                   industry that
                                                                                                                                                                                                        offers automation
                                                                                                                                                                                                        and flexibility





                                                 Mobile                                                                                    Gradifi
                                                                                                                                           Our industry leading mobile applications                     Gradifi is a
                                                                                                                                           include integrations with leading mobile                     scalable,
                                                                                                                                           artificial intelligence assistants                           streamlined
                                                                                                                                                                                                        platform that
                                                                                                                                                                                                        offers student
    [[Image Removed: etfc-20200630_g4.jpg]]                                                   [[Image Removed: etfc-20200630_g5.jpg]]                                                                   loan and
                                                                                                                                                                                                        financial
                                                                                                                                                                                                        wellness benefits





                                                 Active Trading Platforms                                                                  Liberty
                                                                                                                                           Active derivatives trading platforms                         Liberty is
                                                                                                                                           include sophisticated trading tools,                         intuitive
                                                                                                                                           advanced portfolio and market tracking, and                  technology built
                                                                                                                                           idea generation and analysis                                 for RIAs that
    [[Image Removed: etfc-20200630_g6.jpg]]                                                   [[Image Removed: etfc-20200630_g7.jpg]]                                                                   simplifies the
                                                                                                                                                                                                        investment and
                                                                                                                                                                                                        management of
                                                                                                                                                                                                        client assets



                                                                  

Complemented by professional advice and support


                                                 Customer Service                                                                          Financial Consultants
                                                                                                                                           Customer service is available 24/7 via                       Financial
                                                                                                                                           phone, email or chat from industry licensed                  consultants are
                                                                                                                                           representatives. White glove service is                      available by
                                                                                                                                           available for our highest-tiered customers                   phone or at
    [[Image Removed: etfc-20200630_g8.jpg]]                                                   [[Image Removed: etfc-20200630_g8.jpg]]                                                                   branches to
                                                                                                                                                                                                        provide
                                                                                                                                                                                                        one-on-one
                                                                                                                                                                                                        investing advice



                                                 Active Trader Services                                                                    Corporate Services
                                                                                                                                           Active trader services includes specialized                  Corporate
                                                                                                                                           support for sophisticated customers with                     services support
                                                                                                                                           advanced knowledge and skill                                 includes
                                                                                                                                                                                                        personalized
                                                                                                                                                                                                        service on a
                                                                                                                                                                                                        global scale
                                                                                                                                                                                                        driven by
                                                                                                                                                                                                        dedicated
    [[Image Removed: etfc-20200630_g6.jpg]]                                                   [[Image Removed: etfc-20200630_g3.jpg]]                                                                   relationship and
                                                                                                                                                                                                        service managers
                                                                                                                                                                                                        backed by
                                                                                                                                                                                                        comprehensive
                                                                                                                                                                                                        training and
                                                                                                                                                                                                        education





                                                                                                                                           Advisor Services
                                                                                                                                                                                                        Advisor services
                                                                                                                                                                                                        support includes
                                                                                                                                                                                                        dedicated
                                                                                              [[Image Removed: etfc-20200630_g7.jpg]]                                                                   relationship
                                                                                                                                                                                                        managers who act
                                                                                                                                                                                                        as a single point
                                                                                                                                                                                                        of contact for
                                                                                                                                                                                                        specialized
                                                                                                                                                                                                        support


(1)In August 2019, E*TRADE was rated the #1 online broker in Kiplinger's 2019
Best Online Brokers Review. In the current year, we maintained our #1 ranking
for Mobile Trading, Options Trading, and Web-based Platform (Power E*TRADE) in
Stockbrokers.com's 2020 review of Best Online Brokers for Stock Trading. We also
finished Best in Class for research, education, active trading, futures trading,
and IRA accounts. In March 2020, E*TRADE was also named Best Broker for ease of
trading and beginning options traders in Investopedia's 2020 Online Broker
review.
(2)In September 2019, Equity Edge Online was rated #1 in Loyalty and Overall
Satisfaction for the eighth consecutive year in the Group Five Stock Plan
Administration Benchmark Study.


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We deliver a broad range of products and services through our retail and
institutional channels across the following five product areas: Trading,
Investing, Banking and Cash Management, Corporate Services and Advisor Services.
Trading
The Company delivers automated trade order placement and execution services,
offering our customers a full range of investment vehicles, including US
equities, ETFs, options, bonds, futures, American depositary receipts and
non-proprietary mutual funds. We also offer margin accounts, enabling qualifying
customers to borrow against their securities, supported by robust customer tools
to analyze positions and understand collateral requirements. The Company also
offers a fully paid lending program which allows customers to earn income on
certain securities when they permit us to lend these securities.
The Company markets trading products and services to active traders and
self-directed investors. Products and services are delivered through web,
mobile, and active trading platforms. Trading tools are supported by guidance,
including options, futures and fixed income specialists available on-call for
customers. Other tools and resources include independent research and analytics,
live and on-demand education, market commentary, trading ideas, strategies, and
screeners for major asset classes.
Investing
The Company endeavors to help investors build wealth and address their long-term
investing needs through a suite of managed products, asset allocation models,
and other services. These include our Core Portfolios, Blend Portfolios,
Dedicated Portfolios, and Fixed Income Portfolios. The Company offers
self-directed digital tools across web and mobile platforms, including mutual
fund and ETF screeners, All-Star Lists, a collection of pre-built ETF or mutual
fund portfolios based on time frame and risk tolerance, an assortment of
planning and allocation tools, thematic investing opportunities, education and
editorial content. Investors also have access to a wide selection of ETFs and
mutual funds, including approximately 2,300 ETFs and more than 4,500 no-load,
no-transaction fee mutual funds.
The Company also offers guidance through a team of licensed financial
consultants and Chartered Retirement Planning CounselorsSM at our 30 regional
financial centers and through our two national financial centers by phone, email
and online. Customers can also receive complimentary portfolio reviews and
personalized investment recommendations.
Banking and Cash Management
The Company's banking and cash management capabilities include deposit accounts
insured by the FDIC, which are fully integrated into customer brokerage
accounts. E*TRADE Bank's deposit account offerings include the Premium Savings
Account, which generally provides a higher yield to savings account customers as
compared to our other deposit products. Among other features, E*TRADE Bank's
customers can transfer to and from accounts at E*TRADE and elsewhere for free,
and checking account customers have access to debit cards with ATM fee refunds,
online and mobile bill pay, and mobile check deposits. We also offer the E*TRADE
Line of Credit, a securities-based lending program, which allows customers to
borrow against the market value of securities pledged as collateral.


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Corporate Services
Through our industry-leading platform, Equity Edge Online, the Company offers
fully-automated employee stock plan and employee stock purchase plan
administration, as well as comprehensive accounting, reporting and scenario
modeling tools. The integrated stock plan solutions include multi-currency
settlement and delivery, and streamlined tax calculation. Additionally,
corporate clients are offered 10b5-1 plan design and implementation, along with
SEC filing assistance and automated solutions. Participants have full access to
E*TRADE's robust investing and trading capabilities, including tailored
education and planning tools, and dedicated stock plan service representatives.
Comprehensive financial wellness and student loan solutions have been introduced
to complement our existing corporate services offering with the acquisition of
Gradifi, Inc. (Gradifi) in December 2019. Refer to Note 2-Acquisitions and
Restructuring for further details.
Corporate Services is an important driver of account and asset growth, serving
as a conduit to the retail channel. Over the trailing 12 months, there were
$96 billion of gross inflows into our corporate services channel, primarily
driven by new corporate client implementations and new grants and employee stock
purchase plan transactions. Over this same period, domestic stock plan
participants generated $42 billion of net proceeds through transactions of
vested assets. These participant proceeds represent a key source of net new
assets for the retail customer channel.
Advisor Services
Through our proprietary technology platform, Liberty, the Company offers
sophisticated modeling, rebalancing, reporting, and practice management
capabilities that are fully customizable for the RIA. E*TRADE's financial
consultants can refer retail customers to pre-qualified RIAs on our custody
platform through our referral program, the E*TRADE Advisor Network, which is
offered through our two national and 30 regional financial centers. We expect
the E*TRADE Advisor Network will improve the Company's ability to drive asset
growth and retain customers seeking specialized services and sophisticated
advice.
Significant Events
Proposed merger with Morgan Stanley
On February 20, 2020, the Company entered into an Agreement and Plan of Merger
(the Merger Agreement) with Morgan Stanley under which Morgan Stanley agreed to
acquire the Company in an all-stock transaction. The Company's shareholders
approved the merger on July 17, 2020. The acquisition is subject to customary
closing conditions, including regulatory approvals, and is expected to close in
the fourth quarter of 2020. Please refer to Note 2-Acquisitions and
Restructuring for additional details.
Global economy disrupted by COVID-19 pandemic
In March 2020, the World Health Organization declared the outbreak of COVID-19 a
pandemic. The Company responded by executing its business continuity plan and
transitioning nearly all of its workforce to a remote working environment to
prioritize the safety of its employees and customers. The pandemic, and actions
taken by governmental authorities to contain its financial and economic impact,
has resulted in significant market volatility and a significant reduction in
interest rates. As a result, the Company experienced sequential declines in net
interest margin, net interest income and other related revenues. While these
decreases were offset by increased trading-based revenues resulting from
continued record customer engagement, we cannot be certain that such levels will
persist should the scope and duration of the disruption be prolonged.



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On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES
Act) was enacted to provide stimulus to the US economy in the form of financial
aid to individuals and business, among other groups. The CARES Act includes
provisions for housing assistance, including mortgage forbearance and
foreclosure relief for eligible borrowers. The CARES Act also provides relief
from certain generally accepted accounting principles (GAAP) requirements,
including guidance related to the classification of loan modifications as
troubled debt restructurings (TDRs). The Company adopted the provisions of the
CARES Act and related guidance issued by US banking agencies (interagency
guidance) during the second quarter of 2020. Refer to Note 1-Organization, Basis
of Presentation and Summary of Significant Accounting Policies and Note 7-Loans
Receivable and Allowance for Credit Losses for additional details.
Financial Performance
Our net revenue is generated primarily from net interest income, commissions and
fees and service charges:
•Net interest income is largely impacted by the size of our balance sheet, our
balance sheet mix, and average yields on our assets and liabilities. Net
interest income is driven primarily from interest earned on investment
securities, margin receivables, securities lending, and our legacy loan
portfolio, less interest incurred on interest-bearing liabilities, including
deposits, customer payables, corporate debt and other borrowings.
•Commissions revenue is generated by customer trades and is largely impacted by
trade volume and trade type, specifically options contract charges.
•Fees and service charges revenue is primarily impacted by order flow revenue,
fees earned from customer cash held by third parties, advisor management and
custody fees, and mutual fund service fees.
Our net revenue is offset by non-interest expenses, the largest of which are
compensation and benefits and advertising and market development.


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Key Performance Metrics
Management monitors customer activity and corporate metrics to evaluate the
Company's performance. The most significant of these are displayed below.
Customer Activity Metrics
[[Image Removed: etfc-20200630_g9.jpg]][[Image Removed: etfc-20200630_g10.jpg]]
                    [[Image Removed: etfc-20200630_g11.jpg]]
                    [[Image Removed: etfc-20200630_g12.jpg]]
Daily Average Revenue Trades (DARTs) is an important measure of customer trading
activity and is a key driver of trading-based revenue. DARTs were 1,009,956 and
834,980 for the three and six months ended June 30, 2020, respectively, compared
to 274,838 and 279,839 for the same periods in 2019. DARTs volume is impacted by
market sentiment as well as volatility of the equity markets.
Derivative DARTs, a key component of overall DARTs that represents advanced
trading activities by our customers, is the daily average number of options and
futures trades, and Derivative DARTs percentage is the mix of options and
futures trades as a component of total DARTs. We expect that options trades will
be the primary driver of commissions revenue in future periods. Derivative DARTs
were 253,320 and 220,465 for the three and six months ended June 30, 2020,
respectively, compared to 91,358 and 91,644 for the same periods in 2019.
Derivative DARTs represented 25% and 26% of total DARTs for the three and six
months ended June 30, 2020, respectively, compared to 33% for both of the same
periods in 2019.


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Margin receivables represent credit extended to customers to finance their
purchases of securities by borrowing against securities they own and is a key
driver of net interest income. Margin receivables were $9.4 billion and $9.9
billion at June 30, 2020 and 2019, respectively. Average margin receivables
balances are significant drivers of net interest income. Average margin
receivables were $8.0 billion and $8.7 billion for the three and six months
ended June 30, 2020, respectively, compared to $10.1 billion and $9.9 billion
for the same periods in 2019. The margin receivables balance increased during
the three months ended June 30, 2020 as equity markets stabilized; however, a
lower beginning balance, driven by decreases in equity market valuations in late
March 2020, drove average margin receivables down relative to the prior period.

                    [[Image Removed: etfc-20200630_g13.jpg]]
                    [[Image Removed: etfc-20200630_g14.jpg]]

End of period accounts and net new accounts are indicators of our ability to
attract and retain customers. Net new accounts represent gross new accounts less
accounts attrited during the period. The following table presents end of period
accounts by channel:
                                             2Q 2020                   1Q 2020                   4Q 2019                   3Q 2019                   2Q 2019
End of period retail accounts                 5,825,265                 5,498,596                 5,169,757                 5,130,138               

5,122,669


End of period advisor services
accounts                                        140,904                   144,453                   148,198                   150,401                 

151,275


End of period corporate services
accounts                                      1,979,907                 1,946,956                 1,908,836                 1,893,881                 1,853,875
End of period accounts                        7,946,076                 7,590,005                 7,226,791                 7,174,420                 7,127,819



The following table presents net new accounts and annualized growth rates by
channel:
                                             2Q 2020               1Q 2020               4Q 2019               3Q 2019               2Q 2019
Net new retail accounts                          326,669               328,839                39,619                 7,469                34,072
Net new advisor services accounts                (3,549)               (3,745)               (2,203)                 (874)                    53
Net new corporate services accounts               32,951                38,120                14,955                40,006                35,892
Net new accounts                                 356,071               363,214                52,371                46,601                70,017

Net new retail account growth rate               23.8  %               25.4  %                3.1  %                0.6  %                2.7  %
Net new advisor services account growth
rate                                             (9.8) %              (10.1) %               (5.9) %               (2.3) %                0.1  %
Net new corporate services account
growth rate                                       6.8  %                8.0  %                3.2  %                8.6  %                7.9  %
Net new total account growth rate                18.8  %               20.1  %                2.9  %                2.6  %                4.0  %




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                    [[Image Removed: etfc-20200630_g15.jpg]]
                    [[Image Removed: etfc-20200630_g16.jpg]]

Net new retail and advisor services assets equals total inflows to new and
existing retail and advisor services accounts less total outflows from closed
and existing retail and advisor services accounts. The net new retail and
advisor services assets metric is a general indicator of the use of our products
and services by new and existing retail and advisor services customers. Net new
retail and advisor services assets exclude the effects of market movements in
the value of retail and advisor services assets. Net new retail and advisor
services assets were $13.5 billion and $31.4 billion for the three and six
months ended June 30, 2020, respectively, compared to $1.6 billion and
$6.3 billion for the same periods in 2019. The increase from the prior year was
as a result of record customer engagement beginning in March 2020 and continuing
through the end of the second quarter 2020. The following table presents
annualized net new retail and advisor services assets growth rates:
                                                              2Q 2020              1Q 2020              4Q 2019              3Q 2019              2Q

2019


Net new retail assets growth rate                                 16.9  %              20.2  %               7.0  %               3.4  %               2.1  %
Net new advisor services assets growth rate                       (2.1) %              (7.1) %              (2.3) %               0.8  %              (1.2) %
Net new retail and advisor services assets
growth rate                                                       15.9  %              18.8  %               6.5  %               3.2  %               1.9  %



Total customer assets is an indicator of the value of our relationship with our
customers. An increase generally indicates that the use of our products and
services is expanding. Changes in this metric are also driven by changes in the
valuations of our customers' underlying securities. The net increase in customer
assets during the three months ended June 30, 2020 was driven by continued net
new asset growth and a relative stabilization of equity markets after the
volatility of the first quarter 2020. The following table presents the
significant components of total customer assets (dollars in billions):
                                                     2Q 2020           1Q 2020           4Q 2019           3Q 2019           2Q 2019
Security holdings                                  $  324.6          $  253.2          $  310.7          $  284.7          $  286.6
Cash and deposits                                      92.2              84.6              71.0              65.0              62.2
Retail and advisor services assets                    416.8             337.8             381.7             349.7             348.8
Corporate services vested assets                      191.5             135.8             159.1             138.9             142.3
Retail, advisor services, and
corporate services vested assets                      608.3             473.6             540.8             488.6             491.1
Corporate services unvested
holdings                                              173.5             113.7             136.7             115.4             117.0
Total customer assets                              $  781.8          $  587.3          $  677.5          $  604.0          $  608.1




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Customer cash and deposits is a significant component of total customer assets
and is a key driver of net interest income as well as fees and service charges
revenue, which includes fees earned on customer cash held by third parties. The
following table presents the significant components of total customer cash and
deposits (dollars in billions):
                                                                       2Q 2020         1Q 2020         4Q 2019         3Q 2019         2Q 2019
Sweep deposits:
Brokerage sweep deposits                                              $ 39.9          $ 38.1          $ 27.9          $ 30.8          $ 31.7
Bank sweep deposits(1)                                                   0.2             0.7             6.4               -               -
Customer payables                                                       15.7            16.0            12.8            11.2            10.6
Savings, checking, and other banking assets(2)                           3.6             3.3             4.3             9.6             8.6
Total on-balance sheet customer cash and deposits                       59.4            58.1            51.4            51.6            50.9

Brokerage sweep deposits at unaffiliated financial institutions

                                                            22.0            15.4            16.9            11.7             9.6
Bank sweep deposits at unaffiliated financial
institutions(1)                                                          8.7             9.1             0.8               -               -
Money market funds and other                                             2.1             2.0             1.9             1.7             1.7
Total customer cash held by third parties(3)                            32.8            26.5            19.6            13.4            11.3
Total customer cash and deposits                                      $ 

92.2 $ 84.6 $ 71.0 $ 65.0 $ 62.2




(1)Beginning in Q4 2019, bank sweep deposits include Premium Savings Accounts
participating in the newly established bank sweep deposit account program. Refer
to MD&A-Balance Sheet Overview for additional information.
(2)Savings, checking, and other banking assets include $1.0 billion, $6.3
billion and $5.1 billion of deposits at December 31, 2019, September 30, 2019
and June 30, 2019, respectively in our Premium Savings Account product that were
subsequently converted to the bank sweep deposit program. There were no such
balances at June 30, 2020 or March 31, 2020.
(3)Customer cash held by third parties is held outside E*TRADE and includes
sweep deposit accounts and money market funds at unaffiliated financial
institutions, net of deposit balances from unaffiliated institutions held
on-balance sheet. Customer cash held by third parties is not reflected in the
Company's consolidated balance sheet and is not immediately available for
liquidity purposes.
The following table presents the average balances and net fees earned on
brokerage and bank sweep deposits held at unaffiliated financial institutions
(dollars in billions, fees in basis points):
                                                2Q 2020         1Q 2020         4Q 2019         3Q 2019         2Q 2019
Brokerage sweep deposits at unaffiliated
financial institutions                         $ 20.4          $ 15.4          $ 14.7          $ 11.0          $  3.7
Brokerage sweep deposit fees(1)                    34             148             179             218             221
Bank sweep deposits at unaffiliated financial
institutions                                   $  9.2          $  5.5          $  0.3          $    -          $    -
Bank sweep deposit fees(1)                         15               8               6               -               -

(1)Fees are net of interest paid.


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Corporate Metrics:
                    [[Image Removed: etfc-20200630_g17.jpg]]
                    [[Image Removed: etfc-20200630_g18.jpg]]

                    [[Image Removed: etfc-20200630_g19.jpg]]
Diluted earnings per common share is the portion of a company's profit allocated
to each diluted share of common stock and is a key indicator of the Company's
profitability. Diluted earnings per common share was $0.88 and $1.61 for the
three and six months ended June 30, 2020, respectively, compared to $0.90 and
$2.00 for the same periods in 2019. See MD&A-Earnings Overview for further
details.
Operating margin is the percentage of net revenue that results in income before
income taxes and is an indicator of the Company's profitability. Operating
margin was 37% for both the three and six months ended June 30, 2020,
respectively, compared to 43% and 48% for the same periods in 2019. Income
before income tax expense and net revenue, the numerator and denominator in the
operating margin calculation, included $80 million of losses from balance sheet
repositioning for the three and six months ended June 30, 2019, which resulted
in a 6 percentage point reduction and a 2 percentage point reduction in
operating margin for the same periods.
Adjusted operating margin is a non-GAAP measure that provides useful information
about our ongoing operating performance by excluding the provision (benefit) for
credit losses, which is not viewed as a key factor governing our investment in
the business and is excluded by management when evaluating operating margin
performance. Adjusted operating margin was 37% for both the three and six months
ended June 30, 2020, respectively, compared to 42% and 46% for the same periods
in 2019. Adjusted income before income tax expense and net revenue, the
numerator and denominator in the adjusted operating margin calculation, included
$80 million of losses from balance sheet repositioning for the three and six
months ended June 30, 2019, which resulted in a 6 percentage point reduction and
a 3 percentage point reduction in adjusted operating margin for the same
periods. See MD&A-Earnings Overview for a reconciliation of adjusted operating
margin to operating margin.


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Return on common equity is calculated by dividing net income available to common
shareholders by average common shareholders' equity, which excludes preferred
stock. Return on common equity was 13% and 12% for the three and six months
ended June 30, 2020, respectively, compared to 15% and 17% for the same periods
in 2019. Net income available to common shareholders included $80 million of
losses from balance sheet repositioning for the three and six months ended June
30, 2019, which had an after-tax impact of $59 million and resulted in a 4
percentage point reduction and a 2 percentage point reduction in return on
common equity for the same periods.
Adjusted return on common equity is a non-GAAP measure calculated by dividing
adjusted net income available to common shareholders by average common
shareholders' equity, which excludes preferred stock. Adjusted net income
available to common shareholders is a non-GAAP measure which excludes the
provision (benefit) for credit losses, which is not viewed as key factor
governing our investment in the business and is excluded by management when
evaluating return on common equity performance. Adjusted return on common equity
was 13 and 12% for the three and six months ended June 30, 2020, respectively,
compared to 14% and 16% for the same periods in 2019. See MD&A-Earnings Overview
for a reconciliation of adjusted net income available to common shareholders to
net income and adjusted return on common equity to return on common equity.
Adjusted net income available to common shareholders included $80 million of
losses from balance sheet repositioning for the three and six months ended June
30, 2019, which had an after-tax impact of $59 million and resulted in a 4
percentage point reduction and a 2 percentage point reduction in adjusted return
on common equity for the same periods.

                    [[Image Removed: etfc-20200630_g20.jpg]]
                    [[Image Removed: etfc-20200630_g21.jpg]]
Corporate cash, a non-GAAP measure, is a component of cash and equivalents and
represents the primary source of capital above and beyond the capital deployed
in our regulated subsidiaries. Cash and equivalents was $436 million and $380
million at June 30, 2020 and 2019, respectively, while corporate cash was $377
million and $323 million for the same periods. See MD&A-Liquidity and Capital
Resources for a reconciliation of corporate cash to cash and equivalents.


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                    [[Image Removed: etfc-20200630_g22.jpg]]
                    [[Image Removed: etfc-20200630_g23.jpg]]
Average interest-earning assets, along with net interest margin, are indicators
of our ability to generate net interest income. Average interest-earning assets
were $60.6 billion and $58.6 billion for the three and six months ended June 30,
2020, respectively, compared to $61.4 billion and $61.2 billion for the same
periods in 2019.
Net interest margin is a measure of the net yield on our average
interest-earning assets. Net interest margin is calculated for a given period by
dividing the annualized sum of net interest income by average interest-earning
assets. Net interest margin was 2.56% and 2.69% for the three and six months
ended June 30, 2020, respectively compared to 3.20% and 3.21% and for the same
periods in 2019.

                    [[Image Removed: etfc-20200630_g24.jpg]]
                    [[Image Removed: etfc-20200630_g25.jpg]]
Tier 1 leverage ratio is an indicator of capital adequacy for E*TRADE Financial
and E*TRADE Bank. Tier 1 leverage ratio is Tier 1 capital divided by adjusted
average assets for leverage capital purposes. E*TRADE Financial's Tier 1
leverage ratio was 6.7% at both June 30, 2020 and 2019, respectively. E*TRADE
Bank's Tier 1 leverage ratio was 7.2% and 7.3% at June 30, 2020 and 2019,
respectively. The internal threshold for E*TRADE Financial's Tier 1 leverage
ratio is 6.5% and the internal threshold for E*TRADE Bank's Tier 1 leverage
ratio is 7.0%. See MD&A-Liquidity and Capital Resources for additional
information, including the calculation of regulatory capital ratios.
Total employees is the key driver of compensation and benefits expense, our
largest non-interest expense category. Total employees were 4,178 and 4,261 at
June 30, 2020 and 2019, respectively.


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                               EARNINGS OVERVIEW


We generated net income of $196 million and $377 million on total net revenue of
$716 million and $1.4 billion for the three and six months ended June 30, 2020,
respectively. The following chart presents a reconciliation of net income for
the three months ended June 30, 2019 to net income for the three months ended
June 30, 2020 (dollars in millions):
                    [[Image Removed: etfc-20200630_g27.jpg]]

(1)Includes professional services, occupancy and equipment, depreciation and amortization, FDIC insurance premiums, amortization of other intangibles, restructuring and acquisition-related activities and other non-interest expenses.





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


                                                                                                 Variance                                                                                    Variance
                                Three Months Ended June 30,                                           2020 vs. 2019                          Six Months Ended June 30,                             2020 vs. 2019
                                    2020               2019            Amount             %                  2020            2019              Amount               %
Net interest income           $        388           $  490          $  (102)            (21) %            $  788          $  982          $    (194)              (20) %
Total non-interest income              328              195              133              68  %               635             458                177                39  %
Total net revenue                      716              685               31               5  %             1,423           1,440                (17)               (1) %
Provision (benefit) for
credit losses                           (1)              (8)               7             (88) %                 5             (20)                25                    *
Total non-interest expense             453              398               55              14  %               898             773                125                16  %
Income before income tax
expense                                264              295              (31)            (11) %               520             687               (167)              (24) %
Income tax expense                      68               76               (8)            (11) %               143             178                (35)              (20) %
Net income                    $        196           $  219          $   (23)            (11) %            $  377          $  509          $    (132)              (26) %
Preferred stock dividends                -                -                -               -  %                20              20                  -                 -  %
Net income available to
common shareholders           $        196           $  219          $   (23)            (11) %            $  357          $  489          $    (132)              (27) %
Diluted earnings per common
share                         $       0.88           $ 0.90          $ (0.02)             (2) %            $ 1.61          $ 2.00          $   (0.39)              (20) %


*  Percentage not meaningful.
Net income decreased 11% to $196 million, or $0.88 per diluted share, and 26% to
$377 million, or $1.61 per diluted share, for the three and six months ended
June 30, 2020, respectively, compared to the same periods in 2019. Net income
available to common shareholders was $196 million and $357 million for the three
and six months ended June 30, 2020, respectively, compared to $219 million and
$489 million for the same periods in 2019. Net income available to common
shareholders included $20 million in preferred stock dividends for both the six
months ended June 30, 2020 and 2019, respectively. The decrease in net income
for the three months ended June 30, 2020 was a result of higher non-interest
expense primarily due to increases in advertising and market development and
clearing and servicing expense, partially offset by higher net revenues. The
decrease in net income for the six months ended June 30, 2020 was the result of
higher non-interest expense primarily driven by increased clearing and
servicing, communications, advertising and market development, and restructuring
and acquisition-related activities expenses, lower net revenues and a provision
for credit losses recorded during the six months ended June 30, 2020 as compared
to a provision (benefit) for credit losses in the prior period.
Net Revenue
The following table presents the significant components of total net revenue
(dollars in millions):
                                                                                               Variance                                 Six Months Ended                                     Variance
                               Three Months Ended June 30,                                          2020 vs. 2019                           June 30,                                               2020 vs. 2019
                                   2020                2019          Amount             %                  2020             2019                 Amount             %
Net interest income          $        388            $ 490          $ (102)            (21) %           $   788          $   982                $ (194)            (20) %
Commissions                            89              121             (32)            (26) %               160              243                   (83)            (34) %
Fees and service charges              205              126              79              63  %               408              244                   164              67  %
Gains (losses) on securities
and other, net                         23              (64)             87                  *                43              (53)                   96                  *
Other revenue                          11               12              (1)             (8) %                24               24                     -               -  %
Total non-interest income             328              195             133              68  %               635              458                   177              39  %
Total net revenue            $        716            $ 685          $   31               5  %           $ 1,423          $ 1,440                $  (17)             (1) %


*  Percentage not meaningful.


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Net Interest Income
Net interest income decreased 21% to $388 million and 20% to $788 million for
the three and six months ended June 30, 2020, respectively, compared to the same
periods in 2019. Net interest income is earned primarily through investment
securities, margin receivables, securities lending, and our legacy loan
portfolio, offset by funding costs.
The following tables present average balance sheet data and interest income and
expense data, as well as related net interest margin, yields, and rates (dollars
in millions):
                                                                                                        Three Months Ended June 30,
                                                                             2020                                                                                                2019
                                                                             Interest          Average Yield/                                  Interest               Average Yield/
                                                   Average Balance          Inc./Exp.               Cost             Average Balance          Inc./Exp.                    Cost
Cash and equivalents                              $          633          $       -                   0.14  %       $          452          $       3                             2.33  %
Cash and investments segregated under federal or
other regulations                                          5,467                  3                   0.20  %                  871                  6                             2.63  %
Investment securities                                     43,571                272                   2.50  %               47,375                368                             3.11  %
Margin receivables                                         8,039                 68                   3.40  %               10,084                130                             5.17  %
Loans(1)                                                   1,515                 16                   4.18  %                1,920                 28                             5.75  %
Broker-related receivables and other                       1,379                  -                   0.13  %                  659                  3                             2.23  %
Total interest-earning assets                             60,604                359                   2.37  %               61,361                538                             3.51  %
Other interest revenue(2)                                      -                 50                                              -                 22
Total interest-earning assets                             60,604                409                   2.70  %               61,361                560                             3.66  %
Total non-interest-earning assets                          7,172                                                             5,093
Total assets                                      $       67,776                                                    $       66,454

Sweep deposits:
Brokerage sweep deposits                          $       36,684          $       2                   0.02  %       $       37,380          $      18                             0.20  %
Bank sweep deposits(3)                                       232                  -                   0.13  %                    -                  -                                -  %
Savings deposits                                           1,692                  -                   0.01  %                6,347                 23                             1.47  %
Other deposits                                             1,700                  -                   0.02  %                1,732                  -                             0.03  %
Customer payables                                         16,921                  1                   0.02  %               10,593                  8                             0.31  %
Broker-related payables and other                            976                  -                   0.01  %                1,050                  1                             0.46  %
Other borrowings                                               6                  1                         *                  312                  4                             3.78  %
Corporate debt                                             1,411                 13                   3.87  %                1,410                 14                             4.06  %
Total interest-bearing liabilities                        59,622                 17                   0.11  %               58,824                 68                             0.47  %
Other interest expense(4)                                      -                  4                                              -                  2
Total interest-bearing liabilities                        59,622                 21                   0.14  %               58,824                 70                             0.48  %
Total non-interest-bearing liabilities                     1,461                                                             1,016
Total liabilities                                         61,083                                                            59,840
Total shareholders' equity                                 6,693                                                             6,614
Total liabilities and shareholders' equity        $       67,776                                                    $       66,454
Excess interest earning assets over interest
bearing liabilities/net interest income/net
interest margin                                   $          982          $     388                   2.56  %       $        2,537          $     490                             3.20  %


*  Percentage not meaningful.
(1)Nonaccrual loans are included in the average loan balances. Interest payments
received on nonaccrual loans are recognized on a cash basis in interest income
until it is doubtful that full payment will be collected, at which point
payments are applied to principal.
(2)Other interest revenue is earned on certain securities loaned balances.
Interest expense incurred on other securities loaned balances is presented on
the broker-related payables and other line item above.
(3)Beginning in Q4 2019, bank sweep deposits include Premium Savings Accounts
participating in the newly established bank sweep deposit account program. Refer
to MD&A-Balance Sheet Overview for additional information.
(4)Other interest expense is incurred on certain securities borrowed balances.
Interest income earned on other securities borrowed balances is presented on the
broker-related receivables and other line item above.


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                                                                                                         Six Months Ended June 30,
                                                                             2020                                                                                                2019
                                                                             Interest          Average Yield/                                  Interest               Average Yield/
                                                   Average Balance          Inc./Exp.               Cost             Average Balance          Inc./Exp.                    Cost
Cash and equivalents                              $          700          $       2                   0.62  %       $          529          $       6                             2.32  %
Cash and investments segregated under federal or
other regulations                                          4,027                 11                   0.54  %                  928                 12                             2.63  %
Investment securities                                     42,302                557                   2.63  %               47,172                733                             3.11  %
Margin receivables                                         8,700                162                   3.75  %                9,926                256                             5.21  %
Loans(1)                                                   1,539                 37                   4.78  %                1,989                 56                             5.61  %
Broker-related receivables and other                       1,365                  4                   0.68  %                  646                  7                             2.24  %
Total interest-earning assets                             58,633                773                   2.64  %               61,190              1,070                             3.51  %
Other interest revenue(2)                                      -                 79                                              -                 45
Total interest-earning assets                             58,633                852                   2.91  %               61,190              1,115                             3.66  %
Total non-interest-earning assets                          6,923                                                             5,043
Total assets                                      $       65,556                                                    $       66,233

Sweep deposits:
Brokerage sweep deposits                          $       34,162          $       7                   0.04  %       $       37,904          $      38                             0.20  %
Bank sweep deposits(3)                                     1,770                 13                   1.53  %                    -                  -                                -  %
Savings deposits                                           1,963                  3                   0.26  %                5,661                 38                             1.36  %
Other deposits                                             1,652                  -                   0.02  %                1,758                  -                             0.03  %
Customer payables                                         15,498                  5                   0.07  %               10,528                 17                             0.32  %
Broker-related payables and other                            906                  -                   0.02  %                1,025                  2                             0.47  %
Other borrowings                                               6                  2                         *                  291                  6                             3.80  %
Corporate debt                                             1,411                 27                   3.87  %                1,409                 28                             3.98  %
Total interest-bearing liabilities                        57,368                 57                   0.20  %               58,576                129                             0.44  %
Other interest expense(4)                                      -                  7                                              -                  4
Total interest-bearing liabilities                        57,368                 64                   0.22  %               58,576                133                             0.46  %
Total non-interest-bearing liabilities                     1,661                                                             1,099
Total liabilities                                         59,029                                                            59,675
Total shareholders' equity                                 6,527                                                             6,558
Total liabilities and shareholders' equity        $       65,556                                                    $       66,233
Excess interest earning assets over interest
bearing liabilities/net interest income/net
interest margin                                   $        1,265          $     788                   2.69  %       $        2,614          $     982                             3.21  %


*  Percentage not meaningful.
(1)Nonaccrual loans are included in the average loan balances. Interest payments
received on nonaccrual loans are recognized on a cash basis in interest income
until it is doubtful that full payment will be collected, at which point
payments are applied to principal.
(2)Other interest revenue is earned on certain securities loaned balances.
Interest expense incurred on other securities loaned balances is presented on
the broker-related payables and other line item above.
(3)Beginning in Q4 2019, bank sweep deposits include Premium Savings Accounts
participating in the newly established bank sweep deposit account program. Refer
to MD&A-Balance Sheet Overview for additional information.
(4)Other interest expense is incurred on certain securities borrowed balances.
Interest income earned on other securities borrowed balances is presented on the
broker-related receivables and other line item above.
Average interest-earning assets decreased 1% to $60.6 billion and 4% to $58.6
billion for the three and six months ended June 30, 2020, respectively, compared
to the same periods in 2019. The fluctuation in average interest-earning assets
is generally driven by changes in average interest-bearing liabilities,
primarily deposits and customer payables, which increased 1% to $59.6 billion
and decreased 2% to $57.4 billion for the three and six months ended June 30,
2020, respectively, compared to the same periods in 2019 due to the following:


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•Deposits and customer payables: The decrease in sweep deposits was primarily
driven by the balance sheet repositioning during the second quarter of 2019, as
we moved $6.6 billion of deposits to third-party banks. The decrease in savings
deposits was primarily driven by the conversion of Premium Savings Accounts into
the bank sweep deposit program beginning in Q4 2019. These decreases were
partially offset by increased customer payables as a result of increased
customer engagement during the three and six months ended June 30, 2020. Refer
to MD&A-Balance Sheet Overview for additional information.
•Other interest-bearing liabilities: The decrease in broker-related payables and
other borrowings was driven by customer activity and short-term liquidity needs
at E*TRADE Bank and E*TRADE Securities.
Net interest margin decreased 64 basis points to 2.56% and 52 basis points to
2.69% for the three and six months ended June 30, 2020, respectively, compared
to the same periods in 2019. Net interest margin is driven primarily by the mix
of average asset and liability balances and the interest rates earned or paid on
those balances. The decrease during the six months ended June 30, 2020 was due
to a lower interest rate environment, including the impact of actions taken by
the Federal Reserve to contain the financial and economic impact of the COVID-19
pandemic, partially offset by other interest revenue and expense earned on
securities lending. The decrease in interest income for the three and six months
ended June 30, 2020 is primarily the result of lower average interest earning
assets, asset mix, and the lower interest rate environment as compared to the
same periods in 2019.
Commissions
Commissions revenue decreased 26% to $89 million and 34% to $160 million for the
three and six months ended June 30, 2020 compared to the same periods in 2019.
The decrease was primarily related to the elimination of retail commissions on
US listed stock, ETF, and options trades in October 2019. Prior to this date,
the primary factors affecting commissions revenue were DARTs, derivative DARTs,
trade type, and the number of trading days. We expect the majority of
commissions revenue in future periods will be driven from options contract
charges. For additional information see MD&A-Overview.

DARTs volume increased 267% to 1,009,956 and 198% to 834,980 for the three and
six months ended June 30, 2020, respectively, compared to the same periods in
2019. DARTs volume is impacted by market sentiment as well as volatility of the
equity markets, which was elevated during the three and six months ended June
30, 2020. Derivative DARTs volume increased 177% to 253,320 and 141% to 220,465
for the three and six months ended June 30, 2020, respectively, compared to the
same periods in 2019.


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Fees and Service Charges
The following table presents the significant components of fees and service
charges (dollars in millions):
                                                                                                Variance                            Six Months Ended                                     Variance
                                  Three Months Ended June 30,                                         2020 vs. 2019                     June 30,                                               2020 vs. 2019
                                      2020                2019          Amount              %              2020           2019                Amount            %
Order flow revenue              $        120            $  45          $   75               167  %       $ 205          $  88                $ 117             133  %
Money market funds and sweep
deposits revenue(1)                       22               23              (1)               (4) %          82             44                   38              86  %
Advisor management and custody
fees                                      19               19               -                 -  %          38             37                    1               3  %
Mutual fund service fees                  10               13              (3)              (23) %          23             25                   (2)             (8) %
Foreign exchange revenue                   9                8               1                13  %          18             16                    2              13  %
Reorganization fees                       12                7               5                71  %          16             13                    3              23  %
Other fees and service charges            13               11               2                18  %          26             21                    5              24  %
Total fees and service charges  $        205            $ 126          $   79                63  %       $ 408          $ 244                $ 164

67 %




(1)Includes revenue earned on average customer cash held by third parties based
on the federal funds rate or LIBOR plus a negotiated spread or other contractual
arrangements with the third-party institutions.
Fees and service charges increased 63% to $205 million and 67% to $408 million
for the three and six months ended June 30, 2020, respectively, compared to the
same periods in 2019. The increase was primarily driven by higher order flow
revenue resulting from record customer engagement during the three and six
months ended June 30, 2020. Higher money market funds and sweep deposits revenue
during the six months ended June 30, 2020 was due to higher average customer
cash held by third parties resulting from the balance sheet repositioning in the
second quarter of 2019 and customer cash growth during the six months ended June
30, 2020, offset by lower net yields earned on customer cash due to the lower
interest rate environment.


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Gains (Losses) on Securities and Other, Net
The following table presents the significant components of gains (losses) on
securities and other, net (dollars in millions):
                                                                                                Variance                                                                                   Variance
                                   Three Months Ended June 30,                                         2020 vs. 2019                      Six Months Ended June 30,                              2020 vs. 2019
                                       2020               2019          Amount              %              2020           2019              Amount                %
Gains (losses) on
available-for-sale securities,
net:
Gains on available-for-sale
securities                       $        38            $  15          $   23                153  %       $ 57          $  26          $      31                 119  %
Losses on available-for-sale
securities                               (15)             (80)             65                 81  %        (15)           (80)                65                  81  %
Subtotal                                  23              (65)             88                     *         42            (54)                96                      *
Equity method investment income
and other                                  -                1              (1)              (100) %          1              1                  -                   -  %
Gains (losses) on securities and
other, net                       $        23            $ (64)         $   87                     *       $ 43          $ (53)         $      96                      *


*  Percentage not meaningful.
In June 2020, the Company sold $571 million of investment securities due to
market conditions. Gains (losses) on securities and other, net includes $15
million of losses related to these sales. In June 2019, the Company sold $4.5
billion of lower-yielding investment securities at losses as it repositioned its
balance sheet during the second quarter. Gains (losses) on securities and other,
net includes $80 million of losses related to these sales in the second quarter
of 2019. See MD&A-Overview, MD&A-Balance Sheet Overview and Note
6-Available-for-Sale and Held-to-Maturity Securities for additional information.
Provision (Benefit) for Credit Losses
We recognized a provision (benefit) for credit losses of $(1) million for the
three months ended June 30, 2020 and a provision for credit losses of $5 million
for the six months ended June 30, 2020, respectively, as compared to a provision
(benefit) for credit losses of $(8) million and $(20) million for the same
periods in 2019. The Company adopted amended accounting guidance related to
accounting for credit losses on January 1, 2020. The timing and magnitude of the
provision (benefit) for credit losses is affected by many factors that could
result in variability. Changes in management's reasonable and supportable
forecasts of estimated credit losses and collateral valuations, as well as the
impact of actual charge-offs net of recoveries, will drive variability in
provision (benefit) for credit losses in future periods. For additional
information on management's estimate of the allowance for credit losses, see
Note 7-Loans Receivable and Allowance for Credit Losses.









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Non-Interest Expense
The following table presents the significant components of non-interest expense
(dollars in millions):
                                                                                                      Variance                                                                                  Variance
                                        Three Months Ended June 30,                                         2020 vs. 2019                       Six Months Ended June 30,                             2020 vs. 2019
                                            2020                2019          Amount              %              2020           2019             Amount               %
Compensation and benefits             $        176            $ 168          $    8                 5  %       $ 344          $ 332          $     12                   4  %
Advertising and market development              64               48              16                33  %         120            102                18                  18  %
Clearing and servicing                          47               32              15                47  %          91             62                29                  47  %
Professional services                           30               26               4                15  %          53             48                 5                  10  %
Occupancy and equipment                         37               32               5                16  %          73             64                 9                  14  %
Communications                                  35               29               6                21  %          64             44                20                  45  %
Depreciation and amortization                   24               21               3                14  %          47             42                 5                  12  %
FDIC insurance premiums                          3                4              (1)              (25) %           7              8                (1)                (13) %
Amortization of other intangibles               15               15               -                 -  %          30             30                 -                   -  %
Restructuring and acquisition-related
activities                                       2                -               2               100  %          18              -                18                 100  %
Other non-interest expenses                     20               23              (3)              (13) %          51             41                10                  24  %
Total non-interest expense            $        453            $ 398          $   55                14  %       $ 898          $ 773          $    125                  16  %


Compensation and Benefits
Compensation and benefits expense increased 5% to $176 million and 4% to $344
million for the three and six months ended June 30, 2020, respectively, compared
to the same periods in 2019. This increase was primarily driven by increased
incentive compensation as compared to the prior periods.
Advertising and Market Development
Advertising and market development expense increased 33% to $64 million and 18%
to $120 million for the three and six months ended June 30, 2020, respectively,
compared to the same periods in 2019. This increase was related primarily to
increased promotions related to efforts to attract new customers as compared to
the prior periods.
Clearing and Servicing
Clearing and servicing expense increased 47% to $47 million and $91 million for
the three and six months ended June 30, 2020, respectively, compared to the same
periods in 2019. This increase for the six months ended June 30, 2020 was
related primarily to increased customer engagement and trading volume resulting
from the market volatility experienced during the six months ended June 30,
2020.
Communications
Communications expense increased 21% to $35 million and 45% to $64 million for
the three and six months ended June 30, 2020, respectively, compared to the same
periods in 2019. The increase during the three months ended June 30, 2020 was
primarily driven by increased customer activity, while the increase during the
six months ended June 30, 2020 was driven by a $14 million benefit related to a
change in estimate for previous market data usage during the three months ended
March 31, 2019.


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Restructuring and Acquisition-Related Activities
Restructuring and acquisition-related activities expense of $2 million and $18
million for the three and six months ended June 30, 2020, respectively, was
driven by costs incurred in connection with the proposed merger with Morgan
Stanley. There was no restructuring and acquisition-related activities expense
during the three or six months ended June 30, 2019. Refer to Note 2-Acquisitions
and Restructuring for additional information.
Other Non-Interest Expenses
Other non-interest expenses decreased 13% to $20 million and increased 24% to
$51 million for the three and six months ended June 30, 2020, respectively,
compared to the same periods in 2019. The decrease during the three months ended
June 30, 2020 was primarily driven by lower meetings and events expenses as
compared to the prior period. The increase during the six months ended June 30,
2020 was primarily driven by impairment of certain technology assets as a result
of project cancellations during the three months ended March 31, 2020 as
compared to the prior year.
Operating Margin
Operating margin was 37% for both the three and six months ended June 30, 2020,
respectively, compared to 43% and 48% for the same periods in 2019. Adjusted
operating margin, a non-GAAP measure, was 37% for both the three and six months
ended June 30, 2020, respectively, compared to 42% and 46% for the same periods
in 2019.
Adjusted operating margin is calculated by dividing adjusted income before
income tax expense by total net revenue. Adjusted income before income tax
expense, a non-GAAP measure, excludes provision (benefit) for credit losses. The
following table presents a reconciliation of adjusted income before income tax
expense and adjusted operating margin, non-GAAP measures, to the most directly
comparable GAAP measures (dollars in millions):
                                           Three Months Ended June 30,                                                                                          Six Months Ended June 30,
                                   2020                                                    2019                                                         2020                            2019
                                        Operating Margin                      Operating Margin                      Operating Margin                      Operating Margin
                       Amount                  %                Amount               %                Amount               %                Amount               %
Income before
income tax expense
/ operating
margin(1)          $      264                      37  %       $ 295                     43  %       $ 520                     37  %       $ 687                     48  %
Provision
(benefit) for
credit losses              (1)                                    (8)                                    5                                   (20)
Adjusted income
before income tax
expense / adjusted
operating
margin(1)          $      263                      37  %       $ 287                     42  %       $ 525                     37  %       $ 667                     46  %


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


                         E*TRADE Q2 2020 10-Q | Page 24

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  Table of Contents
Return on Common Equity
Return on common equity was 13% and 12% for the three and six months ended June
30, 2020, respectively, compared to 15% and 17% for the same periods in 2019.
Adjusted return on common equity, a non-GAAP measure, was 13% and 12 % for the
three and six months ended June 30, 2020, respectively, compared to 14% and 16%
for the same periods in 2019.
Adjusted return on common equity is calculated by dividing adjusted net income
available to common shareholders by average common shareholders' equity, which
excludes preferred stock. Adjusted net income available to common shareholders,
a non-GAAP measure, excludes the after-tax impact of the provision (benefit) for
credit losses. The following table provides a reconciliation of GAAP net income
available to common shareholders and return on common equity percentage to
non-GAAP adjusted net income available to common shareholders and adjusted
return on common equity percentage (dollars in millions):
                                             Three Months Ended June 30,                                                                                    Six Months Ended June 30,
                                       2020                                                2019                                                     2020                          2019
                                               Return on                         Return on                                                               Return on
                                                 Common                            Common                            Return on                         Common Equity
                             Amount             Equity %          Amount          Equity %          Amount        Common Equity %        Amount              %
Net income available to
common shareholders and
return on common
equity(1)                $      196                  13  %       $ 219                 15  %       $ 357                12%             $ 489                  17  %
Add back impact of the
following item:
Provision (benefit) for
credit losses                    (1)                                (8)                                5                                  (20)
Income tax impact                 -                                  2                                (1)                                   5
Net of tax                       (1)                                (6)                                4                                  (15)
Adjusted net income
available to common
shareholders and return
on common equity(1)      $      195                  13  %       $ 213                 14  %       $ 361                12%             $ 474                  16  %


(1)Net income available to common shareholders and adjusted net income available
to common shareholders includes $80 million of losses from balance sheet
repositioning for the three and six months ended June 30, 2019, which had an
after-tax impact of $59 million and resulted in a 4 percentage point reduction
and 2 percentage point reduction to return on common equity and adjusted return
on common equity for the same periods.
Income Tax Expense
Income tax expense was $68 million and $143 million for the three and six months
ended June 30, 2020, respectively, compared to $76 million and $178 million for
the same periods in 2019. The effective tax rate was 26% and 27% for the three
and six months ended June 30, 2020, respectively, compared to 26% for both
periods in 2019. The increase in the effective tax rate for the six months ended
June 30, 2020 related primarily to discrete state tax expenses recognized during
the period.

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