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

•	Capitalize on secular growth within the direct brokerage industry.

•	Enhance digital and offline customer experience.

•	Capitalize on value of corporate services business.

•	Maximize value of customer deposits while improving balance sheet efficiency.

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•	Manage down legacy investments and mitigate credit losses.

•	Continue to execute on our capital plan.

•	customer demand for financial products and services;

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

•	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;

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

•	the level and volatility of interest rates;

•	our ability to move capital to our parent company from our subsidiaries subject to various regulatory approvals; and

•	changes to the rules and regulations governing the financial services industry.

•	have continued success in the acquisition, growth and retention of brokerage customers;

•	generate meaningful growth in our retirement, investing and savings customer products;

•	continue to demonstrate the sustainability of our enterprise risk management culture and capabilities;

•	mitigate credit costs;

•	manage to a lower Tier 1 leverage ratio at E*TRADE Bank, as stated in our capital plan;

•	generate capital sufficient to meet our operating needs at both E*TRADE Bank and our parent company;

•	evaluate and utilize excess capital to maximize shareholder value;

•	assess and manage interest rate risk;

•	maintain disciplined expense control and improved operational efficiency; and

•	compete in a technology-intensive industry characterized by rapid innovation.

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*	Percentage not meaningful.

(1)	End of period brokerage accounts, net new brokerage accounts and annualized brokerage account attrition rate include the closure of 3,484 accounts related to the escheatment of unclaimed property and 3,325 accounts related to the shutdown of the Company’s global trading platform.

(2)

Beginning in the first quarter of 2015, E*TRADE Financial and E*TRADE Bank calculate regulatory capital under the Basel III framework using the Standardized Approach, subject to transition provisions. Prior to the first quarter of 2015, the risk-based capital guidelines that applied to E*TRADE Bank were based upon the 1988 capital accords of the Basel Committee on Banking Supervision ("BCBS"), a committee of central banks and bank supervisors, as implemented by the U.S. Federal banking agencies, including the OCC, commonly known as Basel I. As a savings and loan holding company, E*TRADE Financial was not previously subject to specific statutory capital requirements. Therefore, E*TRADE Financial's Tier 1 leverage ratio as of June 30, 2014 was a non-GAAP measure and was calculated based on the Federal Reserve’s well-capitalized requirements then applicable to bank holding companies. See Liquidity and Capital Resources in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation of this non-GAAP measure to the comparable GAAP measure.

(3)	E*TRADE Clearing LLC ("E*TRADE Clearing") was moved out from under E*TRADE Bank in July 2015. Excluding E*TRADE Clearing as of June 30, 2015, E*TRADE Bank's Tier 1 leverage ratio was 9.3%.

•	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.

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•	Margin receivables represent credit extended to customers to finance their purchases of securities by borrowing against securities they own and are a key driver of net operating interest income.

•

End of period brokerage accounts, net new brokerage accounts and brokerage account attrition rate are indicators of our ability to attract and retain brokerage customers. The brokerage account attrition rate is calculated by dividing attriting brokerage accounts, which are gross new brokerage accounts less net new brokerage accounts, by total brokerage accounts at the previous period end. This rate is presented on an annualized basis.

•	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.

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

•	Brokerage related cash is an indicator of the level of engagement with our brokerage customers and is a key driver of net operating interest income as well as fees earned on customer assets held by third parties outside the Company.

•	Corporate cash is an indicator of the liquidity at the parent company. It is the primary source of capital above and beyond the capital deployed in our regulated subsidiaries. See Liquidity and Capital Resources in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation of this non-GAAP measure to the comparable GAAP measure.

•

Tier 1 leverage ratio is an indication of capital adequacy for E*TRADE Financial and E*TRADE Bank. Tier 1 leverage ratio is Tier 1 capital divided by adjusted average total assets for leverage capital purposes. Beginning in the first quarter of 2015, E*TRADE Financial and E*TRADE Bank calculate regulatory capital under the Basel III framework using the Standardized Approach, subject to transition provisions. Prior to Basel III becoming effective, E*TRADE Financial capital ratios were non-GAAP measures as the parent company was not yet held to regulatory capital requirements. See Liquidity and Capital Resources in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information, including the calculation of regulatory capital ratios and a reconciliation of previously non-GAAP capital ratios to the comparable GAAP measures.

•	Special mention loan delinquencies are loans 30-89 days past due and are an indicator of the expected trend for charge-offs in future periods as these loans have a greater propensity to migrate into nonaccrual status and ultimately be charged-off.

•	Allowance for loan losses is an estimate of probable losses inherent in the loan portfolio as of the balance sheet date, as well as the forecasted losses, including economic concessions to borrowers, over the estimated remaining life of loans modified as troubled debt restructurings ("TDR").

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

•	In May 2015, we settled the IRS examination of our 2007, 2009 and 2010 federal tax returns. The settlement resulted in the recognition of a $220 million income tax benefit in the second quarter of 2015. The settlement also resulted in an increase in our deferred tax assets.

•	We completed our second annual stress test under Dodd-Frank in which E*TRADE Bank performed well under all stress scenarios, remaining above regulatory well-capitalized minimums by a healthy margin.

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•	We received approval from our regulators for a $92 million dividend from E*TRADE Bank to the parent company, totaling $642 million in quarterly dividends since the third quarter of 2013 and continuing to reflect significant progress in our capital plan.

•	An additional $51 million dividend was issued from E*TRADE Securities to the parent company, totaling $485 million in dividends to the parent company after E*TRADE Securities was moved out from under E*TRADE Bank in February 2015.

•	E*TRADE Clearing entered into a new $345 million senior unsecured revolving credit facility as an additional source of liquidity for its operations in June 2015, bringing its total external funding available to approximately $900 million. E*TRADE Clearing was moved out from under E*TRADE Bank in July 2015.

•	We launched the new Apple Watch app that delivers market data in an engaging and simple format and assists investors and traders in monitoring their portfolios, watchlists and the markets.

•	On our active trader platform, E*TRADE Pro, we rolled out a robust new tutorial experience, new plug and play layouts to support the unique needs of traders, as well as improvements to several other customization features. We also simplified watch-list management and charting options, and added the ability to trade tax lots across equity and options positions.

•

We revamped the retirement experience on etrade.com, creating a cleaner, simpler design, with inviting content that helps customers engage and take charge, including interactive widgets customized to each account, an account wizard that helps direct customers to the retirement account that is right for them and personalized check-lists and to-do lists for each stage of an investor’s retirement planning.

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

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

(3)	Non-operating interest-bearing and non-interest bearing liabilities consist of corporate debt and other liabilities that do not generate operating interest expense. Some of these liabilities generate corporate interest expense.

(4)

Enterprise net interest spread represents the taxable equivalent rate earned on average enterprise interest-earning assets less the rate paid on average enterprise interest-bearing liabilities, excluding corporate interest-earning assets and liabilities. The taxable equivalent adjustment to reconcile to net operating interest income was less than $1 million for both the three and six months ended June 30, 2015 and 2014.

(5)	Return on average ratios are calculated using net income divided by average total assets or average total shareholders' equity. Net income for the three and six months ended June 30, 2015 includes the impact of the settlement of the IRS examination.

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(1)	Includes revenue earned on average customer assets held by third parties outside the Company, including money market funds and sweep deposit accounts at unaffiliated financial institutions. Fees earned on these customer assets are based on the federal funds rate or LIBOR plus a negotiated spread or other contractual arrangement with the third party institutions.

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(1)	End of period brokerage accounts, net new brokerage accounts and annualized brokerage account attrition rate include the closure of 3,484 accounts related to the escheatment of unclaimed property and 3,325 accounts related to the shutdown of the Company’s global trading platform.

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(1)	Includes balance sheet line items available-for-sale and held-to-maturity securities.

(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 FHLB advances and other borrowings.

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*	Percentage not meaningful.

(1)	Publicly traded equity securities consisted of investments in a mutual fund related to the Community Reinvestment Act.

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*	Percentage not meaningful.

(1)	Bank related cash includes complete savings deposits, checking deposits, other money market and savings deposits and time deposits.

(2)	A sweep product transfers brokerage customer balances to banking subsidiaries, which hold these funds as customer deposits in FDIC insured demand deposit and money market deposit accounts.

(3)	Customer assets held by third parties are not reflected on our consolidated balance sheet and are not immediately available for liquidity purposes.

(4)	Increases in brokerage related cash generally indicate that the use of our products and services by existing and new brokerage customers is expanding.

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*	Percentage not meaningful.

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(1)	Other includes employee share-based compensation and conversions of convertible debentures.

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(1)

E*TRADE Securities was moved out from under E*TRADE Bank effective February 1, 2015. Bank cash included $529 million and $404 million of cash held by E*TRADE Securities at December 31, 2014 and June 30, 2014, respectively. At June 30, 2015, December 31, 2014 and June 30, 2014, bank cash included $285 million, $235 million and $253 million, respectively, of cash held by E*TRADE Clearing, which is a broker-dealer subsidiary of E*TRADE Bank. E*TRADE Clearing was moved out from under E*TRADE Bank effective July 1, 2015.

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•	$642 million in quarterly dividends that our regulators approved from E*TRADE Bank since 2013, including $167 million during the six months ended June 30, 2015;

•	regulatory approval to operate E*TRADE Bank at a 9.0% Tier 1 leverage ratio; and

•	the decline in FDIC insurance premiums.

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(1)	Due to the change in regulatory requirements described above, the 2015 ratios were calculated under Basel III requirements and the 2014 ratios were calculated under Basel I requirements.

(2)	Amounts presented for E*TRADE Bank in 2015 exclude E*TRADE Securities as of February 1, 2015, the date the subsidiary was transferred out from under E*TRADE Bank.

(3)	Common Equity Tier 1 capital under Basel III replaced Tier 1 common capital. Prior to Basel III becoming effective, E*TRADE Bank’s Tier 1 common ratio was a non-GAAP measure that management believes is an important measure of capital strength. E*TRADE Bank's Tier 1 common ratio was 25.7% and 24.7% as of December 31, 2014 and June 30, 2014, respectively.

(4)	As of June 30, 2015, E*TRADE Bank’s Tier 1 Leverage ratio was calculated using average total assets. Prior to Basel III becoming effective for E*TRADE Bank, E*TRADE Bank’s Tier 1 Leverage ratio was calculated using end of period total assets.

(5)

Under the regulatory guidelines for risk-based capital, on-balance sheet assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor or, if relevant, the guarantor or the nature of any collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with that category. The resulting weighted values from each of the risk categories are aggregated for determining total risk-weighted assets. Due to the change in regulatory requirements described above, in 2015 the vast majority of our margin receivables qualified for 0% risk-weighting.

(6)	E*TRADE Clearing was moved out from under E*TRADE Bank in July 2015. Excluding E*TRADE Clearing as of June 30, 2015, E*TRADE Bank's Tier 1 leverage ratio was 9.3%.

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(1)

Due to the change in regulatory requirements described above, the 2015 ratios were calculated under Basel III requirements. The 2014 capital ratios were non-GAAP measures as the parent company was not yet held to regulatory capital requirements and were calculated based on the Federal Reserve’s well-capitalized requirements then applicable to bank holding companies. Management believes the non-GAAP ratios are an important measure of the Company's capital strength and managed capital against ratios then applicable to bank holding companies in preparation for the application of these requirements.

(2)

As a result of applying the transition provisions under Basel III, the Company included 25% of the trust preferred securities ("TRUPs") in the calculation of E*TRADE Financial’s Tier 1 capital and 75% of the TRUPs in the calculation of E*TRADE Financial’s total capital. Prior to Basel III becoming effective for E*TRADE Financial, the Company included 100% of the TRUPs in E*TRADE Financial’s Tier 1 capital due to the regulatory agencies’ delay in the implementation of the TRUPs phase-out until January 1, 2015.

(3)	Common Equity Tier 1 capital under Basel III replaced Tier 1 common capital. E*TRADE Financial's Tier 1 common ratio was 17.1% and 15.8% as of December 31, 2014 and June 30, 2014, respectively.

(4)

Under the regulatory guidelines for risk-based capital, on-balance sheet assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor or, if relevant, the guarantor or the nature of any collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with that category. The resulting weighted values from each of the risk categories are aggregated for determining total risk-weighted assets. Due to the change in regulatory requirements described above, in 2015 the vast majority of our margin receivables qualified for 0% risk-weighting.

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•	Credit Risk—the risk of loss arising from the inability or failure of a borrower or counterparty to meet its credit obligations.

•	Interest Rate Risk—the risk to earnings or capital arising from movements in interest rates. This includes convexity risk, which arises primarily from the mortgage holders' option to prepay their mortgages and deposit holders' option to withdraw their deposits.

•	Liquidity Risk—the potential inability to meet contractual and contingent financial obligations either on- or off-balance sheet, as they come due.

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•	Market Risk—the risk that asset values or income streams will be adversely affected by changes in market conditions.

•	Operational Risk—the risk of loss due to failure of people, processes and systems, or damage to physical assets caused by unexpected events.

•	Strategic Risk—the risk of loss of market size, market share or margin in any business, leading to lost revenues and potentially significant reductions to net income.

•	Reputational Risk—the potential that negative perceptions regarding our conduct or business practices will adversely affect valuation, profitability, operations or customer base or require costly litigation or other measures.

•	Legal, Regulatory and Compliance Risk—the current and prospective risk to earnings or capital arising from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, internal policies, and procedures, or ethical standards.

•	We hold credit risk exposure in our loan portfolio. We are not currently originating or purchasing loans, and we are continuing our strategy of reducing balance sheet risk through loan portfolio run-off.

•	We extend margin loans to our brokerage customers which exposes us to the risk of credit losses in the event we cannot liquidate collateral during significant market movements.

•	We engage in financial transactions with counterparties which expose us to credit losses in the event a counterparty cannot meet its obligations. These financial transactions include our invested cash, securities lending, repurchase agreements and derivatives contracts, as well as the settlement of trades.

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(1)

Current CLTV calculations for home equity loans are based on the maximum available line for home equity lines of credit and outstanding principal balance for home equity installment loans. For home equity loans in the second lien position, the original balance of the first lien loan at origination date and updated valuations on the property underlying the loan are used to calculate CLTV. Current property 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.

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

(3)	Average LTV/CLTV at loan origination calculations are based on LTV/CLTV at time of purchase for one- to four-family purchased loans and home equity installment loans and maximum available line for home equity lines of credit.

(1)

FICO scores are updated on a quarterly basis; however, there were approximately $43 million and $49 million of one- to four-family loans at June 30, 2015 and December 31, 2014, respectively, and $3 million and $4 million of home equity loans, respectively, for which the updated FICO scores were not available. For these loans, the current FICO distribution included the most recent FICO scores where available, otherwise the original FICO score was used.

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

•	better than expected loan performance, as evidenced by favorable delinquency trends, faster prepayments across the portfolios and lower than expected defaults on balloon loans maturing during the quarter; and

•	the resolution of uncertainties related to servicer transfers, which drove the majority of the decrease in the qualitative component.

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(1)	Includes loans modified as TDRs that also had received a bankruptcy notification of $44 million and $42 million at June 30, 2015 and December 31, 2014, respectively.

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(1)	Recoveries include the impact of mortgage originator settlements.

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•	the composition and quality of the portfolio;

•	delinquency levels and trends;

•	current and historical charge-off and loss experience;

•	our historical loss mitigation experience;

•	the condition of the real estate market and geographic concentrations within the loan portfolio;

•	the interest rate climate;

•	the overall availability of housing credit; and

•	general economic conditions.

•	better than expected loan performance, as evidenced by favorable delinquency trends, faster prepayments across the portfolios and lower than expected defaults on balloon loans maturing during the quarter; and

•	the resolution of uncertainties related to servicer transfers, which drove the majority of the decrease in the qualitative component.

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ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

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(1)	E*TRADE Clearing was moved out from under E*TRADE Bank in July 2015. Excluding E*TRADE Clearing as of June 30, 2015, the calculation of EVE continues to be well below the Board limits.

(2)	Due to historically low interest rates for all yield curve points, the minus 200 and 300 basis points scenarios are not produced for the periods ended June 30, 2015 and December 31, 2014.

(3)	The percentage change represents the amount of change in EVE divided by the base EVE as calculated in the current interest rate environment.

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ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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(1)	Amounts are net of benefit from income taxes of $36 million and $12 million for the three and six months ended June 30, 2015, respectively, compared to provision for income taxes of $49 million and $99 million for the three and six months ended June 30, 2014.

(2)	Amounts are net of provision for income taxes of $3 million and $7 million for the three and six months ended June 30, 2015, respectively, compared to provision for income taxes of $1 million and $8 million for the three and six months ended June 30, 2014.

(3)	Amounts are net of provision for income taxes of $2 million and benefit from income taxes of $4 million for the three and six months ended June 30, 2015, respectively, compared to benefit from income taxes of $12 million and $23 million for the three and six months ended June 30, 2014.

(4)	Amounts are net of benefit from income taxes of $10 million and $20 million for the three and six months ended June 30, 2015, respectively, compared to benefit from income taxes of $12 million and $26 million for the three and six months ended June 30, 2014.

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•	the composition and quality of the portfolio;

•	delinquency levels and trends;

•	current and historical charge-off and loss experience;

•	the Company’s historical loss mitigation experience;

•	the condition of the real estate market and geographic concentrations within the loan portfolio;

•	the interest rate climate;

•	the overall availability of housing credit; and

•	general economic conditions.

•	better than expected loan performance, as evidenced by favorable delinquency trends, faster prepayments across the portfolios and lower than expected defaults on balloon loans maturing during the quarter; and

•	the resolution of uncertainties related to servicer transfers, which drove the majority of the decrease in the qualitative component.

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•	Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company.

•	Level 2—Quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•	Level 3—Unobservable inputs that are significant to the fair value of the assets or liabilities.

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(1)	All derivative assets and liabilities were interest rate contracts at June 30, 2015. Information related to derivative instruments is detailed in Note 7—Accounting for Derivative Instruments and Hedging Activities.

(2)	Assets and liabilities measured at fair value on a recurring basis represented 30% and less than 1% of the Company’s total assets and total liabilities, respectively, at June 30, 2015.

(3)	Represents the fair value of assets prior to deducting estimated selling costs that were carried on the consolidated balance sheet at June 30, 2015, and for which a fair value measurement was recorded during the period.

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(1)	All derivative assets and liabilities were interest rate contracts at December 31, 2014. Information related to derivative instruments is detailed in Note 7—Accounting for Derivative Instruments and Hedging Activities.

(2)	Assets and liabilities measured at fair value on a recurring basis represented 27% and less than 1% of the Company’s total assets and total liabilities, respectively, at December 31, 2014.

(3)	Represents the fair value of assets prior to deducting estimated selling costs that were carried on the consolidated balance sheet at December 31, 2014, and for which a fair value measurement was recorded during the period.

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(1)	The carrying value of loans receivable, net includes the allowance for loan losses of $402 million and loans that are valued at fair value on a nonrecurring basis at June 30, 2015.

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(1)	The carrying value of loans receivable, net includes the allowance for loan losses of $404 million and loans that are valued at fair value on a nonrecurring basis at December 31, 2014.

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(1)	Net amounts presented in the consolidated balance sheet are reflected in the other assets line item.

(2)	Net amounts presented in the consolidated balance sheet are reflected in the other liabilities line item.

(3)	Excludes net accrued interest payable of $7 million at both June 30, 2015 and December 31, 2014.

(4)	The Company pledges available-for-sale and held-to-maturity securities as collateral for amounts due on repurchase agreements and derivative liabilities. The collateral pledged included available-for-sale securities at fair value and held-to-maturity securities at amortized cost for both June 30, 2015 and December 31, 2014.

(5)

Included in the gross amounts of deposits paid for securities borrowed was $125 million and $278 million at June 30, 2015 and December 31, 2014, respectively, transacted through a program with a clearing organization, which guarantees the return of cash to the Company. For presentation purposes, these amounts presented are based on the counterparties under the Company’s master securities loan agreements.

(6)

Included in the gross amounts of deposits received for securities loaned was $1.3 billion and $1.1 billion at June 30, 2015 and December 31, 2014, respectively, transacted through a program with a clearing organization, which guarantees the return of securities to the Company. For presentation purposes, these amounts presented are based on the counterparties under the Company’s master securities loan agreements.

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(1)	Publicly traded equity securities consisted of investments in a mutual fund related to the Community Reinvestment Act.

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(1)

Current CLTV calculations for home equity loans are based on the maximum available line for home equity lines of credit and outstanding principal balance for home equity installment loans. For home equity loans in the second lien position, the original balance of the first lien loan at origination date and updated valuations on the property underlying the loan are used to calculate CLTV. Current property values are updated on a quarterly basis using the most recent property value data available to the Company. For properties in which the Company did not have an updated valuation, home price indices were utilized to estimate the current property value.

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

(3)	Average LTV/CLTV at loan origination calculations are based on LTV/CLTV at time of purchase for one- to four-family purchased loans and home equity installment loans and maximum available line for home equity lines of credit.

(1)

FICO scores are updated on a quarterly basis; however, there were approximately $43 million and $49 million of one- to four-family loans at June 30, 2015 and December 31, 2014, respectively, and $3 million and $4 million of home equity loans, respectively, for which the updated FICO scores were not available. For these loans, the current FICO distribution included the most recent FICO scores where available, otherwise the original FICO score was used.

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

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

(3)	The unpaid principal balance in one- to four-family TDRs was $301 million and $314 million at June 30, 2015 and December 31, 2014, respectively. For home equity loans, the recorded investment in TDRs represents the unpaid principal balance.

(4)	Total recorded investment in TDRs at June 30, 2015 consisted of $352 million of loans modified as TDRs and $168 million of loans that have been charged off due to bankruptcy notification. Total recorded investment in TDRs at December 31, 2014 consisted of $354 million of loans modified as TDRs and $179 million of loans that have been charged off due to bankruptcy notification.

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

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(1)

Includes TDRs that resulted from a loan modification program offered to a subset of borrowers with home equity lines of credit whose original loan terms provided the borrowers the option to accelerate their date of conversion to amortizing loans. As certain terms of the Company's offer represented economic concessions, such as longer amortization periods than were in the original loan agreements, this program resulted in $14 million of TDRs during the first quarter of 2015.

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(1)	For the three and six months ended June 30, 2015, $0 and $1 million, respectively of the recorded investment in one- to four-family loans that had a payment default in the trailing 12 months was classified as current, compared to $1 million for both the three and six months ended June 30, 2014.

(2)	For both the three and six months ended June 30, 2015, $1 million and $2 million of the recorded investment in home equity loans that had a payment default in the trailing 12 months was classified as current, compared to less than $1 million for both the three and six months ended June 30, 2014.

(3)	The majority of these home equity modifications during the six months ended June 30, 2015 experienced servicer transfers during this same period.

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

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

(3)	Represents derivative assets net of derivative liabilities for disclosure purposes only.

(4)	All derivatives were designated as hedging instruments at June 30, 2015 and December 31, 2014.

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(1)	The Company had cash flow hedge ineffectiveness gains of less than $1 million for both the three and six months ended June 30, 2015 and 2014, respectively, which are reflected in the Gains on loans and securities, net line item on the consolidated statement of income.

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(1)	Reflected in the gains on loans and securities, net line item on the consolidated statement of income.

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(1)	The maximum amount at any month end for repurchase agreements was $3.8 billion and $4.9 billion for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively.

(1)	Repurchase agreements include $2 million of accrued interest payable for repurchase agreements at June 30, 2015.

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(1)	Elected to use the Alternative method to compute net capital. The net capital requirement was $250,000 for E*TRADE Securities for both periods presented.

(2)	E*TRADE Securities was moved out from under E*TRADE Bank in February 2015 and subsequently paid dividends of $485 million to the parent company.

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(1)	Due to the change in regulatory requirements described above, the June 30, 2015 ratios were calculated under Basel III requirements and the December 31, 2014 ratios were calculated under Basel I requirements.

(2)	E*TRADE Securities was moved out from under E*TRADE Bank in February 2015.

(3)	The Basel III rule established Common Equity Tier 1 capital as a new tier of capital.

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(1)	Corporate/Other category includes corporate assets and other elimination adjustments, such as a line of credit between the operating segments, not allocated to the Company's operating segments.

(a)

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

(b)	There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2015, identified in connection with management's evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

ITEM 4.	MINE SAFETY DISCLOSURES

ITEM 5.	OTHER INFORMATION

ITEM 6.	EXHIBITS

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