28
Board of Governors of the Federal Reserve System .·· Qf 0 G 0 \;;..h·· . .. .,_'V .. % "·. FR Y-6 OMB Number T100-0297 Approval expires September 30, 2018 Page 1 of 2 t Annual Report of Holding Companies-FR Y-6 ' ,\<°',..(', ,.. ,, ""C:.-: • • .. .... Report at the close of business as of the end of fiscal year This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a) and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); and sec- tions 113, 165, 312, 618, and 809 of the Dodd-FrankAct (12 U.S.C. §§ 5361 , 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the appropriate Federal Reserve Bank the original and the number of copies specified. NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOP/ESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. 1, Karl A. Roessner Name of the Holding Company Director and Official Chief Executive Officer and Director ntle of the Holding Company Director and Official attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre- pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief. With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.F.R. Part 261, that the Reporter and individual consent to public release of all details in t e1e art Of:leeming-tha individual. For holding companies not registered with the SEC- Indicate status of Annual Report to Shareholders: 0 is included with the FR Y-6 report 0 will be sent under separate cover 0 is not prepared For Federal Reserve Bank Use Only RSSDID C.I. This report form is to be filed by all top-tier bank holding compa- nies, top-tier savings and loan holding companies, and U.S. inter- mediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the require- ments of and is not treated as a qualifying foreign banking orga- nization under Section 211 .23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or spon- sor, and an organization (or a person) is not required to respond to, an information collection unless ii displays a currently valid OMB control number. Date of Report (lop-tier holding company's fiscal year-end): December 31, 2016 Month I Day I Year 549300LYE2HSVYJFJD24 Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial Corporation Legal Title of Holding Company 1271 Avenue of the Americas , 14th Floor (Mailing Address of the Holding Company) Street I P.O. Box New York NY 10020 City State Zip Code Physical Location (if different from mailing address) Person to whom questions about this report should be directed: Lori Sher General Counsel Name 703-236-8254 Area Code I Phone Number I Extension 571-227- 7576 Area Code I FAX Number lori.[email protected] E-mail Address www .etrade .com Trtle Address (URL) for the Holding Company's web page Is confidential treatment requested for any portion of this report submission? ........... _ .................. In accordance with the General Instructions for this report (check only one), 1. a letter justifying this request is being provided along with the report .............. . ...... ................................. D 2. a letter justifying this request has been provided separately .. ...... ................ ....... .. _ ..................... _ .... D NOTE: Information for which confidential treatment is being requested must be provided separately and labeled as "confidential." Public ;eportin_g burden for this information collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.50 hours per response, including time to gather and '.'1ainta1n dat? in the required form and to review instructions and complete the information collection. Send comments regardi ng this burden estimate or any other aspect of this collection oF information, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and c Streets, NW, Washington, DC 20551, and to the Offi ce of Management and Budget, Paperwork Reduction Project (7100-0297), Washington, DC 20503. 1212016

0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

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Page 1: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

Board of Governors of the Federal Reserve System

.·· Qf0

G0

\;;..h·· . .. .,_'V "~· •

.. ~~ %"·.

FR Y-6 OMB Number T100-0297 Approval expires September 30, 2018 Page 1 of 2

:~ t Annual Report of Holding Companies-FR Y-6 ' ,\<°',..(', ,..,, ""C:.-:

·· =?~1?4~ R~S~~· • • .. ....

Report at the close of business as of the end of fiscal year

This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a) and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); and sec­tions 113, 165, 312, 618, and 809 of the Dodd-FrankAct (12 U.S.C. §§ 5361 , 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the appropriate Federal Reserve Bank the original and the number of copies specified.

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOP/ESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. 1, Karl A. Roessner

Name of the Holding Company Director and Official

Chief Executive Officer and Director ntle of the Holding Company Director and Official

attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre­pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.

With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.F.R. Part 261, that the Reporter and individual consent to public release of all details in t e1e art Of:leeming-tha individual.

For holding companies not registered with the SEC-Indicate status of Annual Report to Shareholders:

0 is included with the FR Y-6 report 0 will be sent under separate cover 0 is not prepared

For Federal Reserve Bank Use Only

RSSDID C.I.

This report form is to be filed by all top-tier bank holding compa­nies, top-tier savings and loan holding companies , and U.S. inter­mediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the require­ments of and is not treated as a qualifying foreign banking orga­nization under Section 211 .23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file .) The Federal Reserve may not conduct or spon­sor, and an organization (or a person) is not required to respond to, an information collection unless ii displays a currently valid OMB control number.

Date of Report (lop-tier holding company's fiscal year-end):

December 31, 2016 Month I Day I Year

549300LYE2HSVYJFJD24 Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code)

Reporter's Name, Street, and Mailing Address

E*TRADE Financial Corporation Legal Title of Holding Company

1271 Avenue of the Americas , 14th Floor (Mailing Address of the Holding Company) Street I P.O. Box

New York NY 10020 City State Zip Code

Physical Location (if different from mailing address)

Person to whom questions about this report should be directed: Lori Sher General Counsel Name

703-236-8254 Area Code I Phone Number I Extension

571-227-7576 Area Code I FAX Number

[email protected] E-mail Address

www.etrade.com

Trtle

Address (URL) for the Holding Company's web page

Is confidential treatment requested for any portion ~ of this report submission? ........... _ .................. ~ In accordance with the General Instructions for this report (check only one),

1. a letter justifying this request is being provided along with the report .............. ....... ..... .... ...... .... .. ...... ...... D

2. a letter justifying this request has been provided separately ........ .... .. .... ..... ........ .. _ ..................... _ ... . D

NOTE: Information for which confidential treatment is being requested must be provided separately and labeled as "confidential."

Public ;eportin_g burden for this information collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.50 hours per response, including time to gather and '.'1ainta1n dat? in the required form and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection oF information, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and c Streets, NW, Washington, DC 20551, and to the Office of Management and Budget, Paperwork Reduction Project (7100-0297), Washington, DC 20503.

1212016

Page 2: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

For Use By Tiered Holding Companies

FRY-6 Page 2 of2

Top-tiered holding companies must list the names, mailing address, and physical locations of each of their subsidiary holding companies below.

ETB Holdings, Inc. Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

671 N. Glebe Rd . (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box

Arl ington VA 22203 City Stale Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street J P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

12/2012

Page 3: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

E*TRADE Financial Corporation-AnnualRcport of Holding Companies (FR Y-6)

1. Report Item 2a: 01·ganizational Cha1ts (Domestic, Jntemational and Capital Trusts)

Page 4: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

E+l-TRADE FIN AN CI AL"

Domestic Subsidiaries

ETCF Asset Funding Corporation

New York, NY (Incorporated in NV)

100% by ETFC (No LEI)

E•TRADE RV AND MARINE

TRUST 2004-1 New York, NY

(Formed in NY) 100% by ETFC Asset Funding Corporation

(No LEI)

Legend

Corporation

Capital Trusts

(See Trusts Chart) (No LEI)

D 0 Limited Liability

Company

6 Trust

Member Managed

Non-Member Managed

E*TRADE Financial Corporation

New York, NY (Incorporated in DE)

Parent Company (ETFC)

549300LYE2HSVYJFJD24

ETB Holdings, Inc. Arlington, VA

(Incorporated in DE) 100% by ETFC

E•TRADE Financial Corporate Services, Inc.

Alpharetta, GA (Incorporated in DE)

100% by ETFC (No LEI)

TRADE lnfonmati Services, LLC*"

Ar1 ington, VA (Fonmed in DE) 100% by ETFC

(No LEI)

Capitol View LLC' Arlington, VA

(Formed in DE) 100% by ETB Holdings,

Inc.

E·TRADE Bank Ar1ington, VA

(No LEI)

(No state of incorporation as Federally chartered)

100% by ETB Holdings, Inc. LEl#VHLKBUIUPJ080FD9GE42

E•TRADE Community

Development Corporation Ar1ington, VA

(Incorporated in DE) 100% by E•TRADE Bank

(No LEI)

E•TRADE Savings Bank Ar1ington, VA

(No state of incorporation as federally chartered)

100% by E·TRADE Bank (No LEI)

E"TRADE Capital Management, LLC**

New York, NY (Fonmed in DE)

100% by ETCM Holdings LLC

(No LEI)

Y-6 Report (as of December 31, 2016)

E*TRADE Securities LLC .. New York, NY (Formed in DE)

100% by ETCM Holdings LLC 549300PJRJFMBCDPWR57

E•TRADE Insurance Services, Inc. New York, NY

(Incorporated in CA) 100% by ETFC

(No LEI)

Aperture Entities ... (See Page 2)

Page 1

Page 5: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

1tlonMONSTER Media, L Chicago, IL

(Formed in IL) 100% by tradeMONSTER

Group, LLC (No LEI)

Continued from Page 1

Aperture New Holdings, LLC Chicago, 1L

(Formed in DE) 100% by ETCM Holdings, LLC

(No LEI)

perture lntermediaf Holdings, LLC

Chicago, IL (Formed in DE)

100% by Aperture New Holdings, LLC

(No LEI)

Aperture Group1 LLC Chicago, IL

(Formed in DE) 100% by Aperture intermediate

Holdings, LLC (No LEI)

tradeMONSTER Group, LLC Chicago, IL

(Formed in DE) 100% by Aperture Group, LLC

(No LEI)

Aperture, LLC Chicago, IL

(Formed in IL) 100% by tradeMONSTER

Group, LLC (No LEI)

OptionsHousel, LLC Chicago, IL

(Formed in DE) 100% by tradeMONSTER

Group, LLC (No LEI)

Y-6 Report (as of December 31, 2016}

Page 6: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

E+l-TRADE FINANCIAL"

International Subsidiaries Group

E•TRADE Europe Holdings B.V. Amsterdam, the Netherlands

(Incorporated in the Netherlands) 100% by ETFC

(No LEI)

E•TRADE UK (Holdings) Limited

London, UK (Incorporated in UK)

100% by E•TRADE Europe Holdings B.V.

(No LEI )

I E*TRADE Securities Limited

London, UK (Incorporated in UK)

100% by E•TRADE UK (Holdings) Limited

(No LEI)

I E•TRADE UK Nominees Limited

London, UK (Incorporated in UK)

100% by E'TRADE Securities Limited (No LEI)

1 E'TRADE Financial Corporation ("ETFC")

E*TRADE Financial Corporation 1

New York, NY (Incorporated in DE)

Parent Company

TIR (Holdings) Limited George Town, Grand Cayman

(Incorporated in Cayman Island) 100% by ETFC

{No LEI)

ETRADE Securities (Hong Kong) Limited

Hong Kong (Incorporated in Hong Kong)

100% by TIR (Holdings) Limited (No LEI)

8

Y-6 Report (as of December 31, 2016)

Legend Foreign Corporation

Domestic Corporation

Page 7: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

E* TRADE

TRUSTS

me

.EiB C>piul. T""'1 Xl

El:B

c,,.,.i '""' x.w

Eli!Uid.dinogs. l'n~ ~3-37591 96

.Ere Rolo!n;p, ID<.

C,,.r>l~1:::.x

E1B H~?lliop,l!>C.

c,,.,,i Truc• :c;i

E•ntADE c., ... n,,.,,, >:l·::Vm

As of: December 31, 2016 Note for each trust company: Location : Arlington, VA, USA State of Formation : Delaware Ownership : 100% owned by ETB Holdings, Inc. No Trust has an LEI Number

I E•TR,U)· Fiiwtclll

('orponti .. c~s-,,.,,..,.

T=tVIII

m Mb~lb<­

Sbta!OC')"TJUj.t

xx-m

Page 8: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

E*TRADE Financial Corporation-A11nualRepo1·t of Holding Companies (FR Y~6)

1. Repo1t ltem 2b: List of branches for depository institutions

Page 9: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

Results: A ll:rt of brandies foryo\Jr holdin~ company: E~DE FINANOAL CORPORATION (3412SS3) of NEW YORK, NY.

The d:tb :ire <lS of 12/31/2016. D:ata reflects informa;tl'on that ms received and processed through 12/31/2016.

Reconc!liation and Ven"fication St1:p1

1. In the Data Action column of e:ic:h br:inch raw, enter one or more of the actions spedficd below.

2 If required, enter the date Tn the Effective Oate eolumn.

Al;![Qll1

OK: lfthe br:inch Information is correc:t.entcr'OK' Jn the Data Action column.

Ch:ins:c: If the br:inc:h rnform:ition i: Incorrect or incomplete, revise the d:rta, enter 'Ch:anee' in the Data Action column and the date wken this lnformation first became v.:illd In the Effective Date column. Oosc: If a branch listed was sold or dosed, enter 'Oo:;e' in the Data Action column :iind the ~le or dosure date ln the Effective Date column.

Delete: If :i branch tJstcd was never owned by this depository Institution, enter "Delete' In the Dat.1 Action column.

Add: If a reportable branch is mlssln~ fnserta row, add~ branch data, and enter 'Add" in the Cata Action column and the opening or acqulsltlon date-In the Effective Date column.

If printing' this list, you m:rynecd to :adjuttyaur paee setup in MS Excel. Try uslne lan·dsape orientation, pag:c sc:allng, and/or lepl sfted paper.

SubmiSsipn Pmc;e:dun:

When you are finished, send a saved copy to your FRB cont::i_c:t. See the detatled instructions on th rs srte for more Information.

lf you are e-maiHng this to your FRB contact, put your institution name, city and state ln the subject line of the ~mall.

Note: To s~isfy the FR Y-10 reporting requirements, you mu:rt ;ilso submit FR V-10 Domestic Branch SchedulCs for each branch with ;;, Cati Action of Chanc:e1 d~e1 Ddete, or .;dd.

The FR Y-10 report m;ay be submitted In a hardcopyform:at'orvia the FRY-10 Online application - https://ylOonl ine.f~eralreserve.gov.

• FDIC UNINUM, Office Numbcr,.:and 1D_RSSD columns are for reference only. Verifiation of these voalues is not required.

DNAction IEffedi11eD:ate IBranchServiceTwe Street Address

OK I Full Service (Head Office 671 NORTH GI.EBE ROAD

OK I Full Service tHnd Office 671 NORTH GlEBE ROAD

FC1C UNINUM• I Office Numbe~ I Head Office Head Office 10 RSso• !Comments

43Sl!OI OI E"TRADE BANK 370271 440102 OIETRADE SAVINGS BANK 3441677

Page 10: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

E*TRADE Financial Corporation -Annual Report of Holding Companies (FR Y-6) (

1. Report Item 3: Securities Holders i. E*TRADE Financial Corporation (top-tie1· holding company) ii. ETB Holdings, Inc, (lower-tier holding company)

Page 11: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

Report Item 3: Securities holders (1}(a)(b)(c) and (2}(a)(b)(c)

FORM FRY-6 E*TRADE Financial Corporation

Fiscal Year Ending December 31, 2016

Current securities holders with ownership, control or holdings of 5% or more Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, with power to vote as of fiscal year ending 12-31-2016

(l)(a) (l)(b) (l)(c)

Name, Country of Number and Percentage City, State, Country Citizenship or of Each Class of Voting

Incorporation Securities

T. Rowe Price Associates, USA 13,887,061- 5.0%1

Inc. Common Stock Baltimore, MD USA

The Vanguard Group, Inc. USA 27,991,222 -10.22%2

Malvern, PA USA Common Stock

BlackRock, Inc. USA 21,689,370 - 7.9%3

New York, NY USA Common Stock

1 Number of shares based upon Schedule 13G/A filed February 7, 2017. 2 Number of shares based upon Schedule 13G/A filed February 9, 2017. 3 Number of shares based upon Schedule 13G/A filed January 24, 2017.

control or holdings of 5% or more with power to vote during the fiscal year ending 12-31-2016

(2)(a) (2)(b) (2)(c) Name, Country of Citizenship Number and City, State, Country or Incorporation Percentage of Each

Class of Voting Securities

T. Rowe Price USA 13,887,061- 5.0% Associates, Inc. Common Stock Baltimore, MD USA

The Vanguard Group, USA 27,991,222 -10.22% Inc. Common Stock Malvern, PA USA BlackRock, Inc. USA 21,689,370-7.9% New York, NY USA Common Stock

Page 12: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

Report Item 3: Securities holders (l)(a)(b)(c) and {2)(a)(b)(c)

FORM FRY-6 ETB Holdings, Inc.

Fiscal Year Ending December 31, 2016

Current securities holders with ownership, control or holdings of 5% or more Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, with power to vote as of fiscal year ending 12-31-2016 control or holdings of 5% or more with power to vote during the fiscal year

ending 12-31-2016

(1)(a) (1)(b) (1)(c) (2)(a) (2)(b) (2)(c)

Name, Country of Citizenship Number and Name, Country of atizenship Number and City, State, Country or Incorporation Percentage of Each City, State, Country or Incorporation Percentage of Each

Class of Voting Class of Voting Securities Securities

E*TRADE Financial USA

2,000 shares - 100% N/A N/A N/A

Corporation Common Stock

Page 13: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

E*TRADE Financial Corporation-Annual Report of Holding Companies (FR Yw6)

1. Report Item 4: Insiders i. E*TRADE Financial CorpOl'ation ii. ETB Holdings, Inc.

Page 14: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c)

(2) (1) Principal Name, Occupation if other City, State, than with Holding Country Company

Richard J. Carbone Retired Financial Staten Island, NY Services USA Executive

Michael J. Curcio N/A Chicago, IL USA

FORM FRY-6 E*TRADE Financial Corporation

Fiscal Year Ending December 31, 2016

(3}(c) (3)(b} Title & Position Trtle & Position with Other

(3}(a) with Subsidiaries Businesses Title & Position (include names of (include names with Holding subsidiaries) of other Company businesses}

Director Director, Director of E*TRADE Bank Resolution Life

Holdings and Lincoln Beneficial Life; Director of a non-profit organization

Chief Brokerage Manager and N/A Officer Chief Executive

Officer of Aperture, LLC; Managerand

(4)(c) List names of other companies (includes partnerships} if 25% or more of

(4}(b) voting securities (4)(a) Percentage of are held (list Percentage of Voting Shares in names of Voting Shares Subsidiaries companies and in Holding (include names percentage of Company of subsidiaries) voting securities

held)

* N/A N/A

* N/A N/A

Page 15: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

{4)(c) List names of other companies (includes partnerships) if

{3)(c) 25% or more of {3)(b) Trtle & Position (4){b) voting securities

(2) Title & Position with Other (4){a) Percentage of are held (list (1) Principal (3)(a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding (include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

Chief Executive Officer of Aperture Group, LLC; Manager and Chief Executive Officer of Aperture New Holdings, LLC; Chief Executive Officer of E*TRADE Capital Management, LLC; Director of E*TRADE Financial Corporate Services, Inc.; President and Chief Executive

Page 16: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4}(c) List names of other companies (includes partnerships) if

(3}(c) 25% or more of (3)(b) Title & Position (4)(b) voting securities

(2) Title & Position with Other (4}(a) Percentage of are held (list (1) Principal (3)(a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding (include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

Officer of E*TRADE Securities LLC; Manager and Chief Executive Officer of OptionsHousel, LLC; Manager and Chief Executive Officer of tradeMONSTER Group, LLC

Michael E. Foley N/A Chief Technology Director of N/A * N/A N/A New York, and Operations E*TRADE

NY Officer Financial USA Corporate

Services, Inc.; Manager of E*TRADE

Page 17: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4}(c) List names of other companies (includes partnerships) if

(3}(c) 25% or more of (3}(b) Title & Position (4)(b) voting securities

(2) Trtle & Position with Other (4)(a) Percentage of are held (list (1) Principal (3)(a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding (include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

Information Services, LLC; Director of

E*TRADE

Insurance Services, Inc.;

Manager of

E*TRADE

Securities LLC; Director of

ETCM Holdings,

Inc.; Manager of

Aperture Group,

LLC; Manager of

Aperture

Intermediate Holdings, LLC; Manager of

Aperture New

Holdings, LLC;

Page 18: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4)(c) List names of other companies (includes partnerships) if

(3)(c) 25% or more of (3)(b) Title & Position (4)(b) voting securities

(2) Title & Position with Other (4)(a) Percentage of are held (list (1) Principal (3)(a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding (include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

Manager of OptionsHouse1, LLC; Manager of

tradeMONSTER Group, LLC

James P. Healy Chief Executive Director Director, Chief Executive * N/A N/A Riverside, CT Officer of Capra E*TRADE Bank Officer of

USA Ibex Advisors Capra Ibex Advisor; Director of

Student Sponsor

Partners

Kevin T. Kabat Retired Banking Lead Director, Lead Director * N/A N/A Grand Haven, Ml Executive Independent E*TRADE Bank and Chairman

USA Director elect of Unum Group; Director of NiSource Inc.

Frederick W. Kanner Retired Corporate Director Director, Director of * N/A N/A

Page 19: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

{4)(c) List names of other companies (includes partnerships) if

(3)(c) 25% or more of (3)(b) Trtle & Position (4)(b) voting securities

(2) Title & Position with Other (4)(a) Percentage of are held (list (1) Principal (3){a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding {include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

New York, NY Lawyer E*TRADE Bank Financial

USA Guaranty Insurance Company; Trustee of the Lawyers' Committee for Civil Rights Under Law

James Lam President, James Director Director, President, * N/A N/A Wellesley, MA Lam & Associates E*TRADE Bank James Lam & USA Associates

Rodger A. Lawson N/A Director and Director, Director of * N/A N/A New York, NY Executive E*TRADE Bank UnitedHealth

USA Chairman Group, Inc.

Shelley B. Leibowitz Retired Financial Director Director, President SL * N/A N/A Stamford, CT USA Technology E*TRADE Bank Advisory;

Executive Advisor to security intelligence

Page 20: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4)(c) List names of other companies (includes partnerships) if

{3)(c) 25% or more of {3)(b) Title & Position (4)(b) voting securities

(2) Trtle & Position with Other (4)(a) Percentage of are held (list (1) Principal (3}(a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding (include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

firm Endgame; Member of the Council on Foreign Relations

Michael A. Pizzi N/A Chief Financial Treasurer and N/A * N/A N/A Arlington, VA Officer Chief Financial USA Officer of

Capitol View LLC; Director and Chief Financial Officer of ETB Holdings, Inc.; Director and Chief Financial Officer of ETCF Asset Funding Corporation; Chief Financial

Page 21: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4)(c) List names of other companies {includes partnerships) if

(3)(c) 25% or more of (3)(b) Title & Position (4)(b) voting securities

(2) Title & Position with Other (4)(a) Percentage of are held (list (1) Principal (3)(a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding (include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

Officer of E*TRADE Bank; Chief Financial Officer of E*TRADE Savings Bank; Manager and Chief Financial Officer of

option MONSTER Media, LLC

Karl A. Roessner N/A Director and Director, N/A * N/A N/A New York, NY Chief Executive E*TRADE Bank;

USA Officer Director and President of E*TRADE Savings Bank; Director and President of ETB Holdings, Inc.

Page 22: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4}(c) List names of other companies (includes partnerships) if

(3)(c) 25% or more of (3)(b) Title & Position (4)(b) voting securities

(2) Title & Position with Other {4)(a) Percentage of are held (list (1) Principal (3)(a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding (include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

Rebecca Saeger Retired Director Director, N/A * N/A N/A San Francisco, CA Marketing E*TRADE Bank USA Executive

Joseph L. Sclafani Retired Banking Director Director, N/A * N/A N/A Rockville Centre, NY Executive E*TRADE Bank USA Brent Simonich N/A Senior Vice Manager and N/A * N/A N/A Arlington, VA President, Chief Financial USA Corporate Officer of ETCM

Controller and Holdings LLC; Principal Chief Financial Accounting Officer of Officer E*TRADE Capital

Management, LLC; Manager and Chief Financial Officer, Vice President and FinOp Officer of

Page 23: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4)(c) List names of other companies (includes partnerships) if

{3)(c) 25% or more of (3)(b) Title & Position (4)(b) voting securities

(2) Title & Position with Other (4)(a) Percentage of are held (list (1) Principal (3)(a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding (include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

E*TRADE Securities LLC; Manager of Aperture, LLC; Manager of Aperture Group, LLC; Manager of Aperture Intermediate Holdings, LLC; Manager of OptionsHousel, LLC; Manager of tradeMONSTER Group, LLC

Gary H. Stern Retired Financial Director Director, Director of * N/A N/A Minneapolis, MN Services E*TRADE Bank Standard and USA Regulator Poor's Ratings;

Director of the FDIC Systemic

Page 24: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4)(c) List names of other companies (includes partnerships) if

(3)(c) 25% or more of (3)(b) Title & Position (4)(b) voting securities

(2) Title & Position with Other {4)(a) Percentage of are held {list {1) Principal (3)(a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding (include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

Resolution Advisory Committee; Director of Ambac Assurance Corporation; Director of The Depository Trust & Clearing Corporation; Director of National Council on Economic Education; Trustee of Ham line University

Page 25: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4}(c) List names of other companies (includes partnerships) if

(3)(c) 25% or more of (3}(b) Title & Posit.ion (4)(b) voting securities

(2) Title & Position with Other (4}(a) Percentage of are held (list (1) Principal (3)(a) with Subsidiaries Businesses Percentage of Voting Shares in names of Name, Occupation if other Title & Position (include names of (include names Voting Shares Subsidiaries companies and City, State, than with Holding with Holding subsidiaries) of other in Holding (include names percentage of Country Company Company businesses) Company of subsidiaries) voting securities

held)

Donna L. Weaver Retired Corporate Director Director, N/A * N/A N/A Spokane, WA Executive E*TRADE Bank

USA

* Less than 1%

Page 26: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c)

(2) (1) Principal Name, Occupation if other City, State, than with Holding Country Company

Karl A. N/A Roessner New York, NY USA

Paul Brandow N/A New York, NY

USA Brian Conroy N/A Arlington, VA USA

FORM FRV-6 ETB Holdings, Inc.

Fiscal Vear Ending December 31, 2016

(3}(c) (3}(b} Title & Position Title & Position with Other

(3){a} with Businesses Title & Position Subsidiaries (include names with Holding (include names of other Company of subsidiaries} businesses)

Director and Director, N/A President E*TRADE Bank;

Director and President of E*TRADE Savings Bank

Director Director of N/A E*TRADE Savings Bank

Treasurer President and N/A Chief Executive Officer of Capitol View LLC; Treasurer of E*TRADE Bank; Director and President of E*TRADE Community

(4)(c) List names of other companies (includes partnerships) if 25% or more of voting securities

(4)(b) are held (list (4}(a) Percentage of names of Percentage of Voting Shares in companies and Voting Shares in Subsidiaries percentage of Holding (include names voting securities Company of subsidiaries) held)

N/A N/A N/A

N/A N/A N/A

N/A N/A N/A

Page 27: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4)(c) List names of other companies (includes partnerships) if 25% or more of

(3){c) voting securities (3)(b) Title & Position (4)(b) are held (list

(2) Title & Position with Other (4)(a} Percentage of names of (1) Principal (3)(a) with Businesses Percentage of Voting Shares in companies and Name, Occupation if other Title & Position Subsidiaries (include names Voting Shares in Subsidiaries percentage of City, State, than with Holding with Holding (include names of other Holding (include names voting securities Country Company Company of subsidiaries) businesses) Company of subsidiaries} held)

Development Corporation; Director and Treasurer of E*TRADE Savings Bank

Michael Pizzi N/A Director and Treasurer and N/A N/A N/A N/A Arlington, VA Chief Financial Chief Financial

USA Officer Officer of Capitol View LLC; Chief Financial Officer of E*TRADE Bank;

. Chief Financial Officer of E*TRADE Savings Bank

Lori Sher, N/A Secretary Secretary of N/A N/A N/A N/A Arlington, VA Capitol View

USA LLC; Secretary of E*TRADE Bank; Secretary of E*TRADE Community Development

Page 28: 0 G .. ., 'V Annual Report of Holding Companies-FR Y-6...Reporte~s Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address E*TRADE Financial

(4)(c) List names of other companies (includes partnerships) if 25% or more of

(3)(c) voting securities (3)(b) Title & Position (4)(b) are held (list

(2} Title & Position with Other (4)(a) Percentage of names of (1) Principal (3)(a) with Businesses Percentage of Voting Shares in companies and Name, Occupation if other Title & Position Subsidiaries (include names Voting Shares in Subsidiaries percentage of City, State, than with Holding with Holding (include names of other Holding (include names voting securities Country Company Company of subsidiaries) businesses) Company of subsidiaries) held}

Corporation; Secretary of E*TRADE Savings Bank