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UNITED STATES
SECURITIES  AND  EXCHANGE  COMMISSION
Washington, D.C. 20549

FORM  10-K
FORM  10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20192021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File Number: 1-9700

THE  CHARLES  SCHWAB  CORPORATION
(Exact name of registrant as specified in its charter)
Delaware94-3025021
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

211 Main Street, San Francisco, CA941053000 Schwab Way, Westlake, TX  76262
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:  (415) 667-7000(817) 859-5000

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock – $.01 par value per shareSCHWNew York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 6.00% Non-Cumulative Preferred Stock, Series CSCHW PrCNew York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series DSCHW PrDNew York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series JSCHW PrJNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒   No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐   No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

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

Large accelerated filer ☒                        Accelerated filer ☐
Non-accelerated filer☐filer ☐                        Smaller reporting company         
Emerging growth company

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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

As of June 30, 2019,2021, the aggregate market value of the voting stock held by non-affiliates of the registrant was $47.4$122.9 billion. For purposes of this information, the outstanding shares of Common Stock owned by directors and executive officers of the registrant were deemed to be shares of the voting stock held by affiliates.

The number of shares of Common Stock outstanding asAs of January 31, 2020, was 1,286,215,799.

2022, 1,814,620,775 shares of $.01 par value Common Stock and 79,293,695 shares of $.01 par value Nonvoting Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates certain information contained in the registrant’s definitive proxy statement for its annual meeting of stockholders, to be held May 12, 2020,17, 2022, by reference to that document.





THE CHARLES SCHWAB CORPORATION


Annual Report On Form 10-K
For Fiscal Year Ended December 31, 20192021


TABLE OF CONTENTS
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.





THE CHARLES SCHWAB CORPORATION


PART I

Item 1.Business

Item 1.     Business

General Corporate Overview

The Charles Schwab Corporation (CSC) is a savings and loan holding company, headquartered in San Francisco, California.company. CSC was incorporated in 1986 and engages, through its subsidiaries (collectively referred to as Schwab or the Company), in wealth management, securities brokerage, banking, asset management, custody, and financial advisory services. At December 31, 2019,2021, Schwab had $4.04$8.14 trillion in client assets, 12.333.2 million active brokerage accounts, 1.72.2 million corporate retirement plan participants, and 1.41.6 million banking accounts.

Principal business subsidiaries of CSC include the following:

Charles Schwab & Co., Inc. (CS&Co), incorporated in 1971, a securities broker-dealer;
TD Ameritrade, Inc., an introducing securities broker-dealer;
TD Ameritrade Clearing, Inc. (TDAC), a securities broker-dealer with over 360 domestic branch offices in 48 states, as well as a branch in the Commonwealth of Puerto Rico. In addition, Schwab serves clients through branch offices in the United Kingdom (U.K.)that provides trade execution and Hong Kong through other subsidiaries of CSC;clearing services to TD Ameritrade, Inc.;
Charles Schwab Bank, SSB (CSB), our principal banking entity; and
Charles Schwab Investment Management, Inc. (CSIM), the investment advisor for Schwab’s proprietary mutual funds (Schwab Funds®) and for Schwab’s exchange-traded funds (Schwab ETFs).

Unless otherwise indicated, the terms “Schwab,” “the Company,” “we,” “us,” or “our” mean CSC together with its consolidated subsidiaries.

®) and for Schwab’s exchange-traded funds (Schwab ETFs™).

Schwab provides financial services to individuals and institutional clients through two segments – Investor Services and Advisor Services. The Investor Services segment provides retail brokerage, investment advisory, and banking and trust services to individual investors, and retirement plan services, as well as other corporate brokerage services, to businesses and their employees. The Advisor Services segment provides custodial, trading, banking and trust, and support services, as well as retirement business services, to independent registered investment advisors (RIAs), independent retirement advisors, and recordkeepers. These services are further described in the segment discussion below.

AsEffective January 1, 2021, CSC changed the designation of December 31, 2019, Schwab had full-time, part-time, temporary employees, and persons employed on a contract basis that represented the equivalent of approximately 19,700 full-time employees.

Unless otherwise indicated, the terms “Schwab,” “the Company,” “we,” “us,” or “our” mean CSC together with its consolidated subsidiaries.

Business Acquisitions

Planned Acquisition of TD Ameritrade Holding Corporation

On November 25, 2019, CSC announced that it had entered into an Agreement and Plan of Merger (the Merger Agreement) with TD Ameritrade Holding Corporation (TD Ameritrade), pursuantcorporate headquarters from San Francisco, California to which TD Ameritrade would be acquired by CSC in an all-stock transaction. At the time of announcement, TD Ameritrade had approximately twelve million brokerage accounts and $1.3 trillion in total client assets. Under the agreement, TD Ameritrade stockholders will receive 1.0837 CSC shares for each TD Ameritrade share. Based on the closing price of CSC common stock on November 20, 2019, the merger consideration represented approximately $26 billion.Westlake, Texas. The Company anticipates this transaction will add scale to help supportmaintains a nationwide presence across a network of branches and operations centers, and our Westlake location provides a centrally located hub for the Company’s ongoing efforts to enhance the client experience, provide deeper resources for RIAs, and continue to improve our operating efficiency.Company.

Upon completion of the merger, The Toronto-Dominion Bank (TD Bank), which as of January 15, 2020 beneficially-owned approximately 43.4% of TD Ameritrade’s common stock, will have an estimated aggregate ownership position of approximately 13.6% in CSC, with other TD Ameritrade stockholders and existing CSC stockholders holding approximately 17.7% and 68.7%, respectively. TD Bank’s voting stake will be capped at 9.9%, with the balance of its position held in a new, nonvoting class of Schwab common stock. Subject to certain conditions, TD Bank will have the right to designate two individuals and TD Ameritrade will have the right to designate one individual to be appointed to Schwab’s Board of Directors as of the effective time of the merger.



THE CHARLES SCHWAB CORPORATION


Concurrently with the execution of the merger agreement, CSC entered into the following agreements which will become effective when the merger closes:

Stockholder Agreement with TD Bank which governs the rights and obligations of Schwab and TD Bank with respect to the Schwab stock that will be acquired by TD Bank in the merger. The Stockholder Agreement sets out, among other things, standstill restrictions, a voting agreement and transfer restrictions. It also provides that TD Bank will have the right to designate up to two directors to be nominated for election to Schwab’s Board of Directors and be members of certain board committees, depending on TD Bank’s ownership percentage of Schwab stock.
Registration Rights Agreement that provides each of TD Bank, Charles R. Schwab, and, if it elects to be a party, Schwab’s Employee Stock Ownership Plan, up to three “demand” registrations in any 12-month period and customary “piggyback” registration rights.
Amended and Restated Insured Deposit Account Agreement (Amended IDA Agreement) with TD Bank USA, National Association and TD Bank, National Association (together, the Depository Institutions) which will replace the existing IDA agreement between the Depository Institutions and TD Ameritrade. Under the Amended IDA Agreement, there will be an initial period during which the amounts swept to the Depository Institutions will solely be composed of customer funds from the TD Ameritrade subsidiary broker-dealers. Following this initial period, CSC’s subsidiary broker-dealers, including the broker-dealers it will acquire from TD Ameritrade, can sweep client funds to money market deposit accounts at the Depository Institutions, subject to certain limits.
Beginning no later than July 1, 2021, CSC’s subsidiary broker-dealers will be permitted to reduce deposit balances swept to the Depository Institutions by up to $10 billion over each rolling 12-month period, subject to the maturity of fixed-term investments and certain carry-forward and look-back requirements and a requirement to maintain an aggregate minimum required balance of $50 billion. Subject to CSC maintaining this minimum required balance at the Depository Institutions, the Amended IDA Agreement will allow CSC’s subsidiary broker-dealers to sweep their customers’ funds to CSC’s own subsidiary depository institutions, other depository institutions and other liquid investment options.
CSC will receive from the Depository Institutions an aggregate monthly fee (the Sweep Arrangement Fee) that compensates CSC for its services under the Amended IDA Agreement based on the total amount of deposits swept to the Depository Institutions each month. The Sweep Arrangement Fee will be determined by reference to certain yields based on whether the balances are fixed-term obligations or floating rate short-term obligations, less a 15 basis point service fee paid by CSC to the Depository Institutions, less FDIC deposit assessments and less interest on deposits paid to customers.
The Amended IDA Agreement will have an initial expiration date of July 1, 2031, subject to automatic renewal for a five-year term if not terminated by either CSC or the Depository Institutions two years prior to the expiration date. CSC’s subsidiary broker-dealers will be required to sweep 80% of customer balances under the Amended IDA Agreement into fixed-rate obligations until at least July 1, 2026. After July 1, 2026, they will be able to convert maturing fixed rate obligations into floating rate short-term obligations.
The obligation of the parties to consummate the merger is subject to customary closing conditions, including, among others, (i) the approval and adoption of the Merger Agreement by TD Ameritrade’s stockholders, including by the holders (other than TD Bank, certain other of TD Ameritrade stockholders who entered into voting and support agreements with CSC in connection with the merger (the Significant TD Ameritrade Stockholders) and their respective affiliates) of a majority of the outstanding shares of TD Ameritrade common stock (other than shares of TD Ameritrade common stock held by TD Bank, the Significant TD Ameritrade Stockholders and their respective affiliates), (ii) the approval by CSC’s stockholders of the issuance of CSC common shares in the transaction and an amendment to CSC’s certificate of incorporation to create CSC nonvoting common stock with 300 million shares authorized for issuance and (iii) receipt of applicable regulatory approvals. The obligation of CSC to consummate the merger is also subject to receipt of a determination or other acceptable confirmation from the Board of Governors of the Federal Reserve System (Federal Reserve) that the completion of the merger will not result in Schwab either (i) being deemed to be “controlled” by TD Bank or (ii) being deemed to be in “control” of any depository institution that may be controlled by TD Bank and to which TD Bank may cause funds to be swept under the Amended IDA Agreement, as “control” is interpreted by the Federal Reserve. With respect to the review of the transaction pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), on January 29, 2020, each of CSC and TD Ameritrade received a request for additional information and documentary material, often referred to as a “second request” from the Antitrust Division of the Department of Justice. CSC currently expects that the merger will be completed in the second half of 2020, subject to satisfaction of closing conditions. Under certain


THE CHARLES SCHWAB CORPORATION


circumstances, CSC or TD Ameritrade could be required to pay the other party a termination fee of $950 million or reimburse the other party’s fees up to $50 million.

Planned Acquisition of Assets of USAA’s Investment Management Company

On July 25, 2019, the Company announced a definitive agreement to acquire assets of USAA’s Investment Management Company (USAA-IMCO), including over one million brokerage and managed portfolio accounts with approximately $90 billion in client assets at the time of announcement, for $1.8 billion in cash. The companies have also agreed to enter into a long-term referral agreement, effective at closing of the acquisition, that would make Schwab the exclusive wealth management and brokerage provider for USAA members. The transaction is expected to close in mid-2020, subject to satisfaction of closing conditions, including regulatory approvals and the implementation of conversion plans.

Business Strategy and Competitive Environment

Schwab was founded on the belief that all Americans deserve access to a better investing experience. Although much has changed in the intervening years, our purpose remains clear – to champion every client’s goals with passion and integrity. Guided by this purpose and our vision of creating the most trusted leader in investment services, management has adopted a strategy described as “Through Clients’ Eyes.”

This strategy emphasizes placing clients’ perspectives, needs, and desires at the forefront. Because investing plays a fundamental role in building financial security, we strive to deliver a better investing experience for our clients – individual investors and the people and institutions who serve them – by disrupting longstanding industry practices on their behalf and providing superior service. We also aim to offer a broad range of products and solutions to meet client needs with a focus on transparency, value, and trust. In addition, management works to couple Schwab’s scale and resources with ongoing expense discipline to keep costs low and ensure that products and solutions are affordable as well as responsive to client needs. In combination, these are the key elements of our “no trade-offs” approach to serving investors. We believe that following this strategy is the best way to maximize our market valuation and stockholder returns over time.

Management estimates that investable wealth in the United States (U.S.) (consisting of assets in defined contribution, retail wealth management and brokerage, and registered investment advisor channels, along with bank deposits) currently exceeds $45$70 trillion, which means the Company’s $4.04$8.14 trillion in client assets leaves substantial opportunity for growth. Our strategy is based on the principle that developing trusted relationships will translate into more assets from both new and


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THE CHARLES SCHWAB CORPORATION

existing clients, ultimately driving more revenue, and along with expense discipline and thoughtful capital management, will generate earnings growth and build long-term stockholder value.

Within Investor Services, our competition in serving individual investors spans brokerage, wealth management, and asset management firms, as well as banks and trust companies. In the Advisor Services arena, we compete with institutional custodians, traditional and discount brokers, banks, and trust companies.

Across both segments, our key competitive advantages are:

Scale and Size of the Business – As one of the largest investment services firms in the U.S., we are able to spread operating costs and amortize new investments over a large base of clients, and harness the resources to evolve capabilities to meet client needs.
Operating Efficiency – Coupled with scale, our operating efficiency and sharing of infrastructure across different businesses creates a cost advantage that enables us to competitively price products and services while profitably serving clients of various sizes across multiple channels.
Operating Structure – Providing bank and asset management services to broker-dealer clients helps serve a wider array of needs, thereby deepening relationships, enhancing the stability of client assets, and enabling diversified revenue streams.
Brand and Corporate Reputation – In an industry dependent on trust, Schwab’s reputation and brand across multiple constituents enable us to attract clients and employees while credibly introducing new products to the market.
Service Culture – Delivering a great client experience earns the trust and loyalty of clients and increases the likelihood that those clients will refer others.


THE CHARLES SCHWAB CORPORATION


Willingness to Disrupt – Management’s willingness to challenge the status quo, including our own business practices, to benefit clients fosters innovation and continuous improvement, which helps to attract more clients and assets.

SourcesBusiness and Asset Acquisitions

Acquisition of Net RevenuesTD Ameritrade

Our three largestEffective October 6, 2020, the Company completed its acquisition of TD Ameritrade Holding Corporation (TDA Holding) and its consolidated subsidiaries (collectively referred to as “TD Ameritrade” or “TDA”). TD Ameritrade provides securities brokerage services, including trade execution, clearing services, and margin lending, through its broker-dealer subsidiaries; and futures and foreign exchange trade execution services through its futures commission merchant (FCM) and forex dealer member (FDM) subsidiary.

TDA provides services to individual retail investors and to RIAs predominantly through the Internet, a national branch network, and relationships with RIAs. TD Ameritrade’s sources of net revenues areprimarily consist of trading revenue, bank deposit account fees, net interest revenue, and asset management and administration fees.

TDA’s trading revenue includes commissions earned on trades of certain securities and derivatives, as well as order flow revenue.
Bank deposit account fees are earned through an insured deposit account agreement with TD Bank USA, National Association and TD Bank, National Association (together, the TD Depository Institutions), as well as bank deposit account sweep agreements with other third-party depository institutions, whereby uninvested cash held within eligible brokerage client accounts is swept into deposit accounts at the TD Depository Institutions and other third-party depository institutions.
TDA’s net interest revenue is generated primarily through margin lending, securities lending activity, as well as segregated and operating cash and investments. Interest-bearing liabilities primarily consist of interest-bearing payables to brokerage clients and long-term debt.
TDA’s asset management and administration fee revenue includes revenues earned on client assets invested in money market funds, other mutual funds, and certain investment programs. TDA’s asset management and administration fees also include referral and asset-based program fees on its client assets managed by independent RIAs utilizing TDA’s trading revenue. These revenue streams are supported byand investing platforms.



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THE CHARLES SCHWAB CORPORATION

Integration Overview

The acquisition of TD Ameritrade significantly increases our scale to help support the combination of bank, broker-dealer,Company’s ongoing efforts to enhance the client experience, provide deeper resources for individual investors as well as RIAs, and asset managementcontinue to improve our operating subsidiaries, each of which brings specific capabilities that enable us to provide clients withefficiency. At the products and services they are looking for.

Net interest revenue istime the difference between interest generated on interest-earningacquisition closed, TDA had approximately $1.6 trillion in client assets and interest paid on funding sources,approximately 14.5 million brokerage accounts. We are actively combining the majorityrespective strengths of which is derivedSchwab and TD Ameritrade and investing in enhanced client experience capabilities to further our financial success for the benefit of clients, employees, and stockholders.

We expect to transition TDA clients to Schwab within 30 to 36 months from the October 6, 2020 date of acquisition. The Company has made significant progress in its efforts to reduce overlapping or redundant roles across the two firms and has largely completed the rationalization of CS&Co and TD Ameritrade, Inc. branch locations. These and other integration activities such as preparation for client cash balances awaiting investment, heldtransitions are expected to continue throughout the integration process. CS&Co, as well as TD Ameritrade, Inc. and TDAC, will continue to operate as separate broker-dealers to serve their respective clients while integration work continues.

Throughout the integration, the Company plans to generally adopt Schwab platforms and systems, though we’re committed to leveraging material advantages in TD Ameritrade’s platforms when appropriate, as exemplified by Schwabour retention of TD Ameritrade’s thinkorswim® and thinkpipes® trading platforms, education, and tools into our offerings for retail and RIA clients. We are also retaining TD Ameritrade Institutional’s customizable portfolio rebalancing solution iRebal® as part of clients’ overall relationshipour offering for independent advisor clients.

IDA Agreement

Concurrently with the Company. While certainexecution of thesethe Agreement and Plan of Merger, dated as of November 24, 2019, as amended (the Merger Agreement), CSC entered into an amended and restated insured deposit account agreement with the TD Depository Institutions (the IDA agreement). In accordance with the IDA agreement, which became effective October 6, 2020, cash held in eligible brokerage client accounts is swept off-balance sheet to deposit accounts at the TD Depository Institutions. Schwab provides recordkeeping and support services to the TD Depository Institutions with respect to the deposit accounts for which Schwab receives an aggregate monthly fee. Under the IDA agreement, the service fee on client cash balances aredeposits held on CS&Co’s balance sheet or sweptat the TD Depository Institutions was reduced, relative to TD Ameritrade’s agreement prior to acquisition, by 40%, from 25 basis points to 15 basis points for the life of the agreement. Prior to our money market funds,acquisition, under TDA’s prior insured deposit account agreement with the TD Depository Institutions, TDA had floors in place which enabled it to carve-out up to $20 billion of floating-rate investments from the applicable service fee during specified low-rate environments. Pursuant to the IDA agreement, the 15 basis point service fee now applies across all designated fixed and floating IDA balances.

See “Part II – Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements” (Item 8) – Note 3 for more information on the TD Ameritrade acquisition. See also “Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7) – Capital Management” and Item 8 – Note 15 for additional information on the IDA agreement.

Acquisition of Assets of USAA’s Investment Management Company and Other Acquisitions

On May 26, 2020, the Company completed its acquisition of the assets of USAA’s Investment Management Company (USAA-IMCO). Along with the asset purchase agreement, the companies entered into a substantial amountlong-term referral agreement that makes Schwab the exclusive provider of wealth management and investment brokerage services for USAA members. The USAA-IMCO acquisition has added scale to the Company’s operations through the addition of 1.1 million brokerage and managed portfolio accounts with approximately $80 billion in client assets at the acquisition date. The transaction also provides Schwab the opportunity to further expand our client base by serving USAA’s members through the long-term referral agreement. See Item 8 – Note 3 for more information on the USAA-IMCO acquisition.

During 2020, the Company completed its acquisition of technology and intellectual property of Motif, a financial technology company. The Motif assets help us build on our existing balances –capabilities and mosthelp accelerate our development of thematic and direct index investing for Schwab’s retail investors and RIA clients. Also during 2020, the Company completed its acquisition of Wasmer, Schroeder & Company, LLC (Wasmer Schroeder), which adds established strategies and new inflows of cash awaiting investment – are sweptseparately managed account offerings to our banking subsidiaries. Interest-earning assets are primarily comprised of high-quality fixed income securities, margin loans, and bank loans.lineup.

The majority of asset management and administration fees are earned from proprietary money market mutual funds, proprietary and third-party mutual funds and exchange-traded funds (ETFs), and fee-based advisory solutions.


Trading revenue includes commissions earned for executing trades for clients in individual equities, options, futures, fixed income securities, and certain third-party mutual funds and ETFs, as well as principal transaction revenue earned primarily from actions to support client trading in fixed income securities. Effective October 7, 2019, CS&Co eliminated online trading commissions for U.S. and Canadian-listed stocks and ETFs, as well as the base charge on options. These pricing reductions are consistent with our vision of making investing accessible to all. Management believes they enhance both our value proposition and our competitive positioning, and will contribute to long-term growth in total client assets and client accounts at Schwab, thereby helping build long-term stockholder value.- 3 -


THE CHARLES SCHWAB CORPORATION

Products and Services

We offerSchwab offers a broad range of products and services through intuitive end-to-end solutions, including robust digital capabilities, to address our clients’ varying investment and financial needs. Examples of these product offerings include the following:

Brokerage – an array of full-feature brokerage accounts with equity and fixed income trading, margin lending, options trading, futures and forex trading, and cash management capabilities including third-party certificates of deposit;
Mutual funds – third-party mutual funds through the Mutual Fund Marketplace®, including non-transaction fee mutual funds through the Mutual Fund OneSource® service, which also includes proprietary mutual funds, plus mutual fund trading and clearing services to broker-dealers;
®, including non-transaction fee mutual funds through the Mutual Fund OneSource® service, which also includes proprietary mutual funds, plus mutual fund trading and clearing services to broker-dealers;
Exchange-traded funds (ETFs) – an extensive offering of ETFs, including both proprietary and third-party ETFs;
Advice solutions – managed portfolios of both proprietary and third-party mutual funds and ETFs, separately managed accounts, customized personal advice for tailored portfolios, specialized planning, and full-time portfolio management;
Banking – checking and savings accounts, first lien residential real estate mortgage loans (First Mortgages), home equity lines of credit (HELOCs), and pledged asset lines (PALs); and
Trust – trust custody services, personal trust reporting services, and administrative trustee services.

These investing products and services are made available through two business segments – Investor Services and Advisor Services. Schwab’s major sources of revenues are generated by both of the reportable segments, based on their respective levels of client assets and activity. Revenue is attributable to a reportable segment based on which segment has the primary responsibility for serving the client. The accounting policies of the reportable segments are the same as those described in “ItemItem 8 – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements” (Item 8) – Note 2.

Investor Services

Charles Schwab initially founded the Company over 40 years ago to provide individual investors with access to the financial markets at a reasonablehighly competitive cost. The Company has been expandingexpanded offerings over time in response to client needs, aiming to


THE CHARLES SCHWAB CORPORATION


provide a compelling and often disruptive solution in the marketplace. As products and services have evolved over the years, theThe Investor Services segment has expanded and now includes the Retail Investor, Stock Plan Services, Retirement Plan Services, Compliance Solutions, Mutual Fund Clearing Services, and Off-Platform Sales business units.

Through the Retail Investor business unit, we offer individual investors access to a broad set of products, tools, education, trading, and advisory solutions. We provide advice and guidance through various relationship models. And we offer award-winning and 24/7 service to all our clients, regardless of asset levels, via a multi-channel service delivery model, which includes online, mobile, telephone, and branch capabilities. support.

We provide personalized service at competitive prices while givingbelieve in the power of investing and the importance of planning in helping clients achieve their financial goals. At the core of our offer is our broad set of relationship models that help personalize the investing journey for our clients and offer them the choice of where, when, and how they do business with us. Financial Consultants, (FCs)Active Trader Financial Consultants, and Wealth Consultants in Schwab’s branches and regional telephone service centers focus on building and sustaining client relationships. We also have the abilitya range of roles to meet client investing needs through a single ongoing point of contact, even as those needs change over time. We believe that this ability to provide thosesupport clients seeking help, guidance, or advice with an individually tailored approach – ranging from occasional consultations, to an ongoing relationship with a Schwab FC or participation in onebroad set of specialized needs, including financial planning, managed investing, estate management, equity compensation and lending. Additionally, we have teams focused on supporting the advice and education needs of all our clients irrespective of asset levels at Schwab.

Our advisory solutions which include referral to an independent RIA in the Schwab Advisor Network® – isspan a competitive strength compared to the more fragmented or limited offeringsbroad range of other firms.

Our service delivery model provides quickdiscretionary and efficient accessnon-discretionary choices, with minimum investments starting as low as $5,000, making it accessible to a broad lineupset of information, research, tools, trade execution, and administrative services, which clients can access according to their needs. For example, clients that trade more actively can use these channels to access highly competitive pricing, expert tools, and extensive service capabilities – including experienced, knowledgeable teams of trading specialists, and integrated product offerings. Management also believes the Company is able to compete with the wide variety of financial services firms striving to attract individual client relationships by complementing these capabilities with a range of investment and banking products.

Schwab strives to educate and assist clients in reaching their financial goals. Educational tools include workshops, webcasts, podcasts, interactive courses, and online information about investing, from which Schwab does not earn revenue. Additionally, we provide various online research and analysis tools that are designed to help clients achieve better investment outcomes. As an example of such tools, Schwab Equity Ratings® is a quantitative model-based stock rating system that provides all clients with ratings on approximately 3,000 stocks, assigning each equity a single grade: A, B, C, D, or F. Schwab Equity Ratings International®, an international ranking methodology, covers stocks of approximately 4,000 foreign companies.

Clients may seek specific investment recommendations, either from time to time or on an ongoing basis. Schwab provides clients seeking advice with personalized solutions.investors. Our approach to advice is based on long-term investment strategies and guidance on portfolio diversification and asset allocation. This approach is designed to be offered consistently across all of Schwab’s delivery channels.

premier advisory solution, Schwab Private ClientClient™, features a personal advice relationship with a designated Private Client Advisor, supported by a team of investment professionals who provide individualized service, a customized investment strategy developed in collaboration with the client, and ongoing guidance and execution. We also offer referrals to an independent RIA in the Schwab Advisor Network

®. These RIAs provide personalized portfolio management, financial planning, and wealth management solutions. For clients seeking a relationship in which investment decisions are fully delegated to a financial professional, Schwab offers several alternatives. We provide investors access to professional investment management in a diversified account that is invested exclusively in either mutual funds or ETFs through the Schwab Managed PortfoliosPortfolios™ and the Windhaven Investment Management® Strategies, or equity securities and ETFs through the ThomasPartners Investment Management® Strategies. Through our acquisition of Wasmer Schroeder in 2020, more than 20 fixed income strategies and new separately


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THE CHARLES SCHWAB CORPORATION

managed account offerings have been made available to retail clients beginning in 2021, including two positive impact strategies and a multi-sector income strategy. The positive impact strategies utilize socially responsible investing, or a general investing strategy that considers not only traditional measures of risk and return, but environmental, social, and corporate governance (ESG) factors as well. We also refer investors who want to utilize a specific third-party money manager to direct a portion of their investment assets to the Schwab Managed Account program. Schwab Intelligent Portfolios®, available since 2015, are for clients who are looking to have their assets professionally managed via a fully automated online investment advisory service. In late 2016, we introducedSchwab Intelligent Portfolios Premium®, a hybrid advisory service, now called Schwab Intelligent Portfolios Premium, to offer ouroffers clients an advisory service which combines unlimited guidance provided by a CERTIFIED FINANCIAL PLANNER and our robo-advice technology to make financial and investment planning more accessible to investors. In early 2020, we launched Schwab Intelligent Income®, is a low-cost solution designed to offer a simple, modern way to generate income from existing investment portfolios.

Clients of TD Ameritrade also have access to a suite of programs designed to meet their specific investment advisory needs. TDA’s Selective Portfolios offers a broader range of goal-oriented portfolios made up of mutual funds and ETFs, through a combination of automated technology and professional insights. TDA’s Personalized Portfolios offers clients tailored portfolios, supported by a team of investment professionals. Finally, TDA’s AdvisorDirect® referral program provides clients who want the assistance ofwith an introduction to an independent professionalRIA that can assist in managingdeveloping customized investment strategies around their financial affairs may be referred to RIAsunique goals.

Further, given our belief in the Schwab Advisor Network. These RIAs provide personalized portfolio management,importance of financial planning, we offer a broad set of planning capabilities addressing a variety of planning needs. Our solutions include simple, free digital retirement calculators, our complimentary Digital Schwab® Plan available to all Schwab clients, as well as more complex planning solutions that are delivered by a Schwab representative who takes into account a client’s personal and wealth management solutions.financial goals to build a tailored financial plan.

To meet the specific needs of clients who actively trade, Schwab offers integrated web- and software-based trading platforms, real-time market data, options trading, premium stock and futures research, and multi-channel access, as well as sophisticated account and trade management features, risk management and decision support tools, and dedicated personal support. For example, clients that trade more actively can use these channels to access highly competitive pricing, expert tools, and extensive service capabilities – including experienced, knowledgeable teams of trading specialists, and integrated product offerings. TD Ameritrade offers clients the robust thinkorswim® trading platform designed for the specialized needs of active traders, the Trading Learning Center to help build client knowledge through sequenced courses, the TDA Network, in-house financial network programming, and a trading community platform allowing traders to share ideas.


THE CHARLES SCHWAB CORPORATION


For U.S. clients wishing to invest in foreign equities, we offerSchwab offers a suite of global investing capabilities, including online access to certain foreign equity markets with the ability to trade in their local currencies. In addition, Schwab serves both foreign investors and non-English-speaking U.S. clients who wish to trade or invest in U.S. dollar-based securities.

We also offer clients a range of self-service education and support tools, providing quick and efficient access to a broad lineup of information, research, tools, and administrative services, which clients can access according to their needs. Educational tools include workshops, webcasts, podcasts, interactive courses, and online information about investing, from which Schwab serves non-English-speakingdoes not earn revenue. Since 2020, we’ve maintained virtual events to engage with retail and institutional clients including Mandarin-amidst an unprecedented climate. Additionally, we provide various online research and analysis tools that are designed to help clients achieve better investment outcomes. As an example of analysis tools available to clients, Schwab Equity Ratings® is a quantitative model-based stock rating system that provides all clients with ratings on approximately 3,000 stocks, assigning each equity a single grade: A, B, C, D, or F. Schwab Equity Ratings International®, Cantonese-an international ranking methodology, covers stocks of approximately 4,000 foreign companies. Another example of expanding access to investing includes Schwab Stock Slices™, Spanish-, Vietnamese-, and Portuguese-speaking clientsa service which enables investors to purchase a single stock slice, or up to 10 different stock slices at once, from the S&P 500® commission-free through a combination of its branch offices, web-based and telephonic services.our online channels.

We also offer equity compensation plan sponsors full-service recordkeeping for stock plans, stock options, restricted stock, performance shares, and stock appreciation rights.rights, and a full range of participant support services through our Stock Plan Services business unit. Specialized services for executive transactions and reporting, grant acceptance tracking, and other services are offered to employers to meet the needs of administering the reporting and compliance aspects of an equity compensation plan.

Our Retirement Plan Services business unit offers a bundled 401(k) retirement plan product that provides retirement plan sponsors with extensive investment options, trustee or custodial services, and participant-level recordkeeping. Retirement plan design features, which increase plan efficiency and achieve employer goals, are also offered, such as automatic



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enrollment, automatic fund mapping at conversion, and automatic contribution increases. In addition to an open architecture investment platform, we offer access to low cost index mutual funds and ETFs. Individuals investing for retirement through 401(k) plans can take advantage of bundled offerings of multiple investment choices, education, and third-party advice. This third-party advice service is delivered online, by phone, or in person, including recommendations based on the core investment fund choices in their retirement plan and specific recommended savings rates. Services also include support for Roth 401(k) accounts, profit sharing, and defined benefit plans.plans, non-qualified plans, and Schwab Personal Choice Retirement Account®, a self-directed brokerage offering for retirement plans administered by Retirement Business Services within our Advisor Services segment.

Lastly, the Mutual Fund Clearing Services business unit provides open-end mutual fund trading, settlement, and related transactional services to banks, brokerage firms, and trust companies, and the Off-Platform Sales business unit offers proprietary mutual funds, ETFs, and collective trust funds (CTFs) outside the Company and not on the Schwab platform. They are included within the Investor Services segment given their leveraging of the products and services offered to individual investors.

Advisor Services

More than thirty years ago, Schwab supported a small group of entrepreneurial advisors who challenged the industry by creating independent firms. Through the Advisor Services segment, Schwab has become one of the largest providers of custodial, trading, banking, and support services to RIAs and their clients. We also provide retirement business services to independent retirement advisors and recordkeepers. Management believes that we can maintain our market position primarily through the efforts of our sales, support, technology, and business consulting service teams, which are dedicated to helping RIAs grow, compete, and succeed in serving their clients. In addition to focusing on superior service, we utilize technology to provide RIAs with a highly-developed, scalable platform for administering their clients’ assets easily and efficiently. Advisor Services sponsors and hosts a variety of national, regional, local, and localvirtual events designed to help RIAs of all sizes and complexities identify and implement better ways to expand and efficiently manage their practices.

RIAs who custody client accounts at Schwab may use proprietary software that provides them with up-to-date client account information as well as trading capabilities. The Advisor Services website is the core platform for RIAs to conduct daily business activities online with Schwab, including viewing and managing client account information and accessing news and market information. The website provides account servicing capabilities for RIAs, including account opening, money movement, transfer of assets, trading, checking status, and communicating with our service team. The site provides multi-year archiving of statements, trade confirms, and tax reports, along with document search capabilities. We also provide access to integrations with third-party platforms, which support a variety of advisor needs including client relationship management, portfolio management systems, trade order management, and financial planning. In early 2019,As an example, we releasedoffer Schwab Advisor Portfolio Connect®, a simplified portfolio management solution that is available free of charge to advisors to manage Schwab accounts. It delivers core capabilities and features through an intuitive modern experience, without the need to download and reconcile data.

The Advisor Services website also provides interactive tools, educational content, and thought leadership for advisors turning independent. We offer a variety of services to help RIAs grow and manage their practices, including business, technology, and operations consulting on a range of topics critical to an RIA’s success, as well as an annual RIA benchmarking study to help firms understand key business metrics relative to peers. We also offer an array of services to help advisors establish their own independent practices through a robust prospect consulting offer. To support them


THE CHARLES SCHWAB CORPORATION


throughout their transition, we offer access to business start-up and transition consultants, technology engineers, and dedicated service teams.

Schwab provides extensive educational materials, programs, and events to RIAs seeking to expand their knowledge of industry issues and trends, as well as sharpen their individual expertise and practice management skills. We conduct industry research on an ongoing basis, and hold a series of events and conferences every year to discuss topics of interest to RIAs, including business strategies and best practices. Schwab sponsors and hosts the annual IMPACT® conference, which provides a national forum for the Company, RIAs, and other industry participants to gather and share information and insights, as well as a multitude of smaller events across the country each year.

RIAs and their clients have access to our broad range of products and services, including individual securities, mutual funds, ETFs, fixed income products, managed accounts, cash products, bank lending, and trust services. By functioning as the custodian, Schwab earns revenue associated with the underlying client assets, predominantly through net interest revenue and asset management and administration fees. In this capacity, we do not charge the RIA or end client a custody fee.



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For RIAs on the TD Ameritrade Institutional platform, TD Ameritrade’s thinkpipes® trading platform offers a multitude of features, including real-time charting and efficient trading and allocation. The Company is working to integrate thinkpipes into its ongoing offerings as well as TD Ameritrade Institutional’s customizable portfolio rebalancing solution iRebal® as part of our offering for RIA clients.

The Advisor Services segment also includes the Retirement Business Services and Corporate Brokerage Retirement Services business units.unit. Retirement Business Services provides trust, custody, and retirement business services to independent retirement plan advisors and independent recordkeepers. Retirement plan assets are held at the BusinessCharles Schwab Trust division of CSB.Bank (Trust Bank) or trusteed by a separate, independent trustee. The Company and independent retirement plan providers work together to serve plan sponsors, combining the consulting and administrative expertise of the administrator with our investment, technology, trust, and custodial services. Retirement Business Services also offers the Schwab Personal Choice Retirement Account®, a self-directed brokerage offering for retirement plans.

Sources of Net Revenues
Corporate Brokerage Retirement Services serves plan sponsors, advisors,
Schwab’s largest sources of net revenues are net interest revenue, asset management and independent recordkeepers seeking a brokerage-basedadministration fees, trading revenue, and bank deposit account to hold retirement plan assets. Retirement plans held at Schwabfees. These revenue streams are either self-trusteed or trusteedsupported by a separate, independent trustee. Corporate Brokerage Retirement Services also offers the Schwab Personal Choice Retirement Account®,combination of bank, broker-dealer, and the Company Retirement Account, bothasset management operating subsidiaries, each of which brings specific capabilities that enable us to provide clients with the products and services they are self-directed brokerage-based solutions designed to hold the assets of company-sponsored retirement plans.seeking.


Net interest revenue is the difference between interest generated on interest-earning assets and interest paid on funding sources. Schwab’s primary funding source for interest-earning assets is uninvested client cash balances held on our balance sheet as part of clients’ overall relationship with the Company. Schwab’s interest-earning assets are primarily comprised of high-quality fixed income securities, margin loans, and bank loans.

The majority of asset management and administration fees are earned from proprietary money market mutual funds, proprietary and third-party mutual funds and ETFs, and fee-based advisory solutions.

Trading revenue includes commissions earned for executing trades for clients in certain individual equities, options, futures, fixed income securities, and certain third-party mutual funds and ETFs; order flow revenue; and principal transaction revenue earned primarily from actions to support client trading in fixed income securities. Beginning in the fourth quarter of 2019, Schwab eliminated online trading commissions for U.S. and Canadian-listed stocks and ETFs, as well as the base charge on options.

Bank deposit account fees are primarily recognized pursuant to the Company’s IDA agreement, as well as sweep agreements with other third-party depository institutions. Under these agreements, uninvested cash within eligible brokerage client accounts is swept off-balance sheet to deposit accounts at the TD Depository Institutions and other third-party depository institutions. Schwab provides recordkeeping and support services to the TD Depository Institutions and other third-party depository institutions for bank deposit account fees.

Regulation

As a participant in the securities, banking and financial services industries, Schwab is subject to extensive regulation under both federal and state laws by governmental agencies, supervisory authorities, and self-regulatory organizations (SROs). We are also subject to oversight by regulatory bodies in other countries in which we operate. These regulations affect our business operations and impose capital, client protection, and market conduct requirements.

Holding Company and Bank Regulation

CSC is a savings and loan holding company and is regulated, supervised, and examined by the Federal Reserve. On March 16, 2021, CSC’s declaration electing to be treated as a Financial Holding Company (FHC) was deemed effective by the Federal Reserve. In addition to the activities that a savings and loan holding company that has not elected to be treated as an FHC is permitted to conduct, the Company may now also engage in activities that are financial in nature or incidental to a financial activity (FHC Activities), including securities underwriting, dealing and making markets in securities, various insurance underwriting activities, and making merchant banking investments in non-financial companies.

The Federal Reserve has the authority to limit an FHC’s ability to conduct otherwise permissible FHC Activities if the FHC or any of its depository institution subsidiaries ceases to meet the applicable eligibility requirements, including requirements


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that the FHC and each of its depository institution subsidiaries maintain their status as “well-capitalized” and “well-managed.” If the Federal Reserve finds that an FHC fails to meet these requirements, the FHC and its subsidiaries may not commence any new FHC Activity, either de novo or through an acquisition, without prior Federal Reserve approval. The Federal Reserve may also impose any additional limitations or conditions on the conduct or activities of the FHC or any of its subsidiaries as it deems appropriate. If the FHC still fails to satisfy the applicable eligibility requirements 180 days after the Federal Reserve’s finding, the agency may require divestiture of all of the FHC’s depository institution subsidiaries or, alternatively, the FHC may elect to cease all of its FHC Activities. In addition, if any depository institution controlled by an FHC fails to maintain at least a “Satisfactory” rating under the Community Reinvestment Act of 1977 (CRA), the FHC and its subsidiaries are prohibited from engaging in additional FHC Activities. As a result of our election to be treated as an FHC and the election of our depository institution subsidiaries to be deemed savings associations under the Home Owners’ Loan Act (HOLA), such subsidiaries may be prohibited from making loans or other extensions of credit to any affiliate unless that affiliate engages only in activities permissible under section 4(c) of the Bank Holding Company Act (BHC).

CSC’s three depository institution subsidiaries are CSB, CSC’s principal depository institution subsidiary, Charles Schwab Premier Bank, SSB (CSPB), and Trust Bank. On March 20, 2020, CSB and CSPB converted from federal savings associations headquartered in Henderson, Nevada to Texas-chartered savings banks headquartered in Westlake, Texas. Trust Bank is a federalNevada-chartered savings bank headquartered in Henderson, Nevada. CSB and isCSPB are currently regulated, supervised, and examined by the OfficeFederal Reserve, the Texas Department of the Comptroller of the Currency (OCC),Savings and Mortgage Lending, the Consumer Financial Protection Bureau (CFPB), and the Federal Deposit Insurance Corporation (FDIC).FDIC. Trust Bank is currently regulated, supervised and examined by the Nevada Financial Institutions Division, the CFPB, and the FDIC. CSC, CSB, CSPB, and CSBTrust Bank are also subject to regulation and various requirements and restrictions under state and other federal laws.

This regulatory framework is designed to protect depositors and consumers, the safety and soundness of depository institutions and their holding companies, and the stability of the banking system as a whole. This framework affects the activities and investments of CSC and its subsidiaries and gives the regulatory authorities broad discretion in connection with their supervisory, examination and enforcement activities and policies. Below is a discussion of significant regulations. Also see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Current Regulatory Environment and Other Developments” for information regarding significant proposed rulemaking related to our regulation.

Regulatory Capital and Liquidity Framework

Banking organizations are subject to the regulatory capital rules issued by the Federal Reserve and other U.S. banking regulators, including the OCCOffice of the Comptroller of the Currency (OCC) and the FDIC. In addition to minimum risk-based capital requirements, banking organizations


THE CHARLES SCHWAB CORPORATION


must hold additional capital, referred to as a capital conservation buffer,buffers, to avoid being subject to limits on capital distributions and discretionary bonus payments to executive officers.

During 2019, depository institutions and their holding companies with consolidated total assets of $250 billion or more, or total on-balance-sheet foreign exposure of $10 billion or more, were required to calculate their regulatory capital and risk-weighted assets using both a “standardized approach” and an “advanced approaches” framework and to satisfy the minimum capital requirements under both approaches. Such companies were also required to maintain a minimum supplementary leverage ratio of at least 3.0%, include accumulated other comprehensive income (AOCI) in their calculation of their capital ratios, were subject to an incremental capital buffer of up to 2.5% of common equity Tier 1 capital if imposed by the banking agencies, referred to as the countercyclical capital buffer, and were subject to certain other enhanced provisions, including additional reporting requirements. The Federal Reserve, OCC, and FDIC all granted extensions and exemptions to CSC and its banking subsidiaries such that they would not be subject to the advanced approaches framework until June 30, 2020. As a result of crossing the $250 billion threshold in 2018, CSC and its banking subsidiaries in 2019 became subject to all other advanced approaches requirements – the supplementary leverage ratio, the inclusion of AOCI in the calculation of capital ratios, and the countercyclical capital buffer.

The full liquidity coverage ratio (LCR) rule required banking organizations with consolidated total assets of $250 billion or more, or total on-balance-sheet foreign exposure of $10 billion or more and their depository institution subsidiaries with $10 billion or more in total consolidated assets to hold high quality liquid assets (HQLA) in an amount equal to at least 100% of their projected net cash outflows over a prospective 30-calendar-day period of acute liquidity stress, calculated on each business day. CSC became subject to the full LCR rule in the second quarter of 2019 but until the beginning of 2020 was only required to calculate and comply with its LCR requirement as of the last business day of each calendar month.

In October 2019, the Federal Reserve, OCC, and FDIC jointly adopted a final rule which became effective on December 31, 2019 (interagency regulatory capital and liquidity rules) that revised the regulatory capital and liquidity requirements for large U.S. banking organizations with $100 billion or more in total consolidated assets. The rules established four risk-based categories for determining the regulatory capital and liquidity requirements applicable to these institutions based on their total assets, cross-jurisdictional activity, weighted short-term wholesale funding, nonbank assets, and off-balance sheet exposure. CSC is subject to the requirements under Category III based on its total consolidated assets of between $250 billion and less than $700 billion and having less than $75 billion in cross-jurisdictional activity. If the average of our total consolidated assets for the four most recent calendar quarters is $700 billion or more, or the average of our cross-jurisdictional activity for the four most recent calendar quarters is $75 billion or more, we will move into Category II. As of December 31, 2021, CSC had total consolidated assets of approximately $670 billion and cross-jurisdictional activity of approximately $32 billion.

Capital requirements for Category III banking organizations include the generally applicable risk-based capital and Tier 1 Leverage Ratioleverage ratio requirements (the “standardized approach” framework), the minimum 3.0% supplementary leverage ratio, and the countercyclical capital buffer, which is currently 0%., and for large bank holding companies, the stress capital buffer. As discussed below, starting in 2022, CSC, as a large savings and loan holding company will also become subject to the stress capital buffer requirement. Under the revised capital requirements, Category III organizations are no longernot subject to the “advanced approaches” regulatory capital framework and are permitted to opt out of including AOCIaccumulated other comprehensive income (AOCI) in their regulatory capital calculations. CSC made this opt out election, and commencing with the first quarter of 2020, now excludes AOCI from its regulatory capital. Category II organizations are not permitted to opt out of including AOCI in their regulatory capital calculations and have additional requirements for calculating risk-based capital ratios and risk-weighted assets.

As revised by the interagency regulatory capital and liquidity rules, Category III banking organizations with less than $75


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$75 billion in average weighted short-term wholesale funding which includes CSC, and their depository institution subsidiaries with $10 billion or more in total consolidated assets are subject to a reduced LCRliquidity coverage ratio (LCR) rule requiring them to hold HQLAhigh quality liquid assets (HQLA) in an amount equal to at least 85% of their projected net cash outflows over a prospective 30-calendar-day period of acute liquidity stress, calculated on each business day. If an institution’s average weighted short-term wholesale funding over the four most recent quarters is $75 billion or more, it will be required to comply with the full LCR rule and hold HQLA in an amount equal to 100% of its projected 30-day net cash outflows and will also be subject to daily (instead of monthly) liquidity reporting. We exceeded the $75 billion threshold as of the quarter ended March 31, 2021, and became subject to daily liquidity reporting on July 1, 2021, and the full LCR rule on October 1, 2021.

In October 2020, the Federal Reserve, OCC, and FDIC jointly adopted a final net stable funding ratio (NSFR) rule to strengthen the resilience of large bank and savings and loan holding companies by requiring them to maintain a minimum level of stable funding based on the liquidity characteristics of the holding company’s assets, commitments, and derivative exposures over a one-year time horizon. The requirement is expressed as a ratio of a banking entity’s available stable funding (ASF) to its required stable funding (RSF). Category III banking organizations with less than $75 billion in average weighted short-term wholesale funding and their depository institution subsidiaries with $10 billion or more in total consolidated assets are required to maintain ASF in an amount at least equal to 85% of its RSF on an ongoing, daily basis. The final NSFR rule became effective on July 1, 2021, and banking entities subject to the rule will be required to publicly disclose their quarterly NSFRs on a semi-annual basis beginning with the first and second quarters of 2023. As a result of our average weighted short-term wholesale funding exceeding the$75 billion threshold, we became subject to daily reporting of the NSFR to the Federal Reserve on July 1, 2021, and became subject to the full (100%) NSFR on October 1, 2021.

Certain banking organizations with trading assets and trading liabilities above thresholds are subject to the Market Risk Rule and must adjust their risk-based capital ratios to reflect a measure of market risk of their trading activities, perform calculations to measure market risk, including back-testing, and make regular quantitative and qualitative public disclosures. CSC will become subject to the rule later in 2022.

Capital Stress Testing

During 2019, savings and loan and bank holding companies and insured depository institutions with total consolidated assets of more than $10 billion were required to conduct annual company-run stress tests using certain scenarios and prescribed stress-testing methodologies underIn the Dodd-Frank Act Stress Test rules. CSC reported the results to the Federal Reserve and CSB reported the results to the OCC. Both published summaries of their stress test results.

In final enhanced prudential standards rules adopted concurrently in October 2019 with the interagency regulatory capital and liquidity rules, the Federal Reserve revised the capital stress testing regime applicable to savings and loan holding companies.companies and state-chartered member banks. Under the new Federal Reserve enhanced prudential standardscapital stress testing rules, savings and loan holding companies that are Category III banking organizations are required to conduct biennial company-run stress tests in even-numbered years


THE CHARLES SCHWAB CORPORATION


beginning in 2020. In 2020, CSC will continue to be required to reportconducted company-run stress tests, reported the results of its stress testing to the Federal Reserve, and publishvoluntarily published a summary of its stress test results. In accordance with the Economic Growth, Regulatory Relief, and Consumer Protection Act enacted in May 2018, the OCC also adopted amendmentsA Category II banking organization is subject to itsannual company-run stress testing rule in October 2019, increasing the minimum threshold for Federal savings associations to conduct stress tests from $10 billion to $250 billion in consolidated assets. As a result, CSB is currently not subject to any company-run stress testing requirements.testing.

In its enhanced prudential standards rules, the Federal Reserve also made Category III savings and loan holding companies subject to an annual supervisory stress testing requirement in which the Federal Reserve conducts its own stress testing analysis to evaluate the ability of a holding company to absorb losses in specified economic and financial conditions over a nine-quarter planning horizon using such analytical techniques as the agency determines are appropriate. This supervisory stress testing requirement will go into effect for CSC beginning with the 2022 stress testing cycle. To implement this requirement, the Federal Reserve is also expandingexpanded the reporting requirements applicable to savings and loan holding companies commencing in the second quarter of 2020. The

In January 2021, the Federal Reserve has also indicated that in the future, largeadopted a new rule making savings and loan holding companies with total consolidated assets of $100 billion or more, including CSC, will become subject to an annual Comprehensive Capital Analysis and Review (CCAR) process, which requires submission of an annual capital plan to the Federal Reserve. However, to date,The rule also imposes a stress capital buffer requirement, floored at 2.5 percent of risk-weighted assets, that will replace CSC’s current 2.5 percent capital conservation buffer. The capital plan requirement became effective for CSC with the Federal Reserve has not yet proposed modifications to2022 CCAR cycle, and CSC’s initial stress capital buffer requirement will be based on its existing capital planning requirements to extend them to savings and loan holding companies.2022 CCAR stress testing results.

Additional Enhanced Prudential Standards

In addition to the revisions to the capital stress testing regime discussed above, the Federal Reserve’s enhanced prudential standards rules will also extendextended the applicability of certain additional enhanced prudential standards to large savings and loan holding companies, with the specific requirements tailored based on the same four-category framework utilized in the interagency regulatory capital and liquidity rules. These additional enhanced prudential standards, which have been


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applicable to large U.S. bank holding companies under section 165 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), include: risk management and risk committee requirements; liquidity risk management, stress testing, and buffer requirements; and single counterparty credit limits. CSC will bewas required to comply with the new risk management and risk committee requirements, as well as the new liquidity risk-management, stress testing, and buffer requirements commencing on January 1, 2021. The new single counterparty credit limits will gowent into effect for CSC on January 1, 2022.

Insured Depository Institution Resolution Plans

The FDIC requires insured depository institutions with total consolidated assets of $50 billion or more to submit to the FDIC periodic plans providing for their resolution by the FDIC in the event of failure (resolution plans or so-called “living wills”) under the receivership and liquidation provisions of the Federal Deposit Insurance Act. Under this requirement, CSB has been required to file with the FDIC a periodic resolution plan demonstrating how the bank could be resolved in an orderly and timely manner in the event of receivership such that the FDIC would be able to: ensure that the bank’s depositors receive access to their deposits within one business day; maximize the net present value of the bank’s assets when disposed of; and minimize losses incurred by the bank’s creditors. In April 2019, the FDIC approved an advance notice of proposed rulemaking seeking commentimposed a moratorium on ways to tailor and improve its insured depository institution resolution plan rule. At the same time,submissions. In January 2021, the FDIC announced that it would delay the next round ofresume requiring resolution plan submissions underfor insured depository institutions with total consolidated assets of $100 billion or more and in June 2021, the rule until this rulemaking process has been completed.FDIC announced a modified resolution plan approach for these insured depository institutions which extends the submission frequency to a three-year cycle, streamlines content requirements, and places enhanced emphasis on engagement with firms.

As a savings and loan holding company, CSC is not subject to any separate holding company resolution plan requirement.

Consumer Financial Protection

The CFPB has broad rulemaking, supervisory and enforcement authority for a wide range of federal consumer protection laws relating to financial products. The CFPB has examination and primary enforcement authority over depository institutions with $10 billion or more in consolidated total assets.

Deposit Insurance Assessments

The FDIC’s Deposit Insurance Fund (DIF) provides insurance coverage for certain deposits, generally up to $250,000 per depositor per account ownership type, and is funded by quarterly assessments on insured depository institutions. The FDIC uses a risk-based deposit premium assessment system that, for large insured depository institutions with at least $10 billion in total consolidated assets, uses a scorecard method based on a number of factors, including the institution’s regulatory


THE CHARLES SCHWAB CORPORATION


ratings, asset quality and brokered deposits. The deposit insurance assessment base is calculated as average consolidated total assets minus average tangible equity.

Brokered Deposits

In July 2016,December 2020, the FDIC imposedadopted amendments to its brokered deposits rule to establish a flat-rate quarterly surcharge on insurednew framework for determining whether deposits made through arrangements between third parties and depository institutions constitute brokered deposits and more specifically to clarify the circumstances under which broker-dealers that place deposits with total assetsdepository institutions through brokerage sweep arrangements such as CS&Co and TDAC qualify for the “primary purpose exception” from the definition of $10 billion or more and certain of their bank affiliates to pay for an increase toa deposit broker. Under the DIF from 1.15% to 1.35% of the assessment base. As a result, Schwab’s banking subsidiaries became subject to an additional 4.5 basis point surcharge on the amount of their aggregate assessment base in excess of $10 billion. In the third quarter of 2018, the DIF ratio exceeded 1.35%, andnew framework, the FDIC eliminatedestablished a new “25 percent” business relationship designated exception where a broker-dealer or other third party may qualify for the surcharge beginning inprimary purpose exception by filing a notice with the fourth quarterFDIC indicating that less than 25 percent of 2018.its customer assets under administration for a particular business line are placed at depository institutions. The FDIC’s brokered deposit rule amendments became effective on April 1, 2021. Under the new framework, funds swept by our broker-dealer subsidiaries to CSB and Schwab’s other depository institution subsidiaries continue to qualify for the primary purpose exception.



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Community Reinvestment Act

The Community Reinvestment Act of 1977 (CRA)CRA requires the primary federal bank regulatory agency for each of Schwab’s depository institution subsidiaries to assess the subsidiary’s record in meeting the credit needs of the communities served by the bank, including low- and moderate-income neighborhoods and persons. Institutions are assigned one of four ratings (“outstanding,” “satisfactory,” “needs to improve,” or “substantial noncompliance”). The failure of an institution to receive at least a “satisfactory” rating could inhibit the institution or its holding company from undertaking certain activities, including acquisitions or opening branch offices. On January 9, 2020, the OCC and FDIC published their jointly proposed revisions to the regulations implementing the CRA. See Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Current Regulatory Environment and Other Developments.

Source of Strength

The Dodd-Frank Act codified the Federal Reserve’s long-held position that a depository institution holding company must serve as a source of financial strength for its subsidiary depository institutions, the so-called “source of strength doctrine.” In effect, the holding company may be compelled to commit resources to support the subsidiary in the event the subsidiary is in financial distress.

Volcker Rule

CSC and its subsidiaries are subject to the Volcker Rule, which generally prohibits proprietary trading or acquiring or retaining an ownership interest in, sponsoring, or having certain relationships with hedge funds and private equity funds, subject to certain exemptions, in each case as the applicable terms are defined in the Volcker Rule and the implementing regulations.

Broker-Dealer, FCM, FDM, and Investment Advisor Regulation

Schwab’sOur principal broker-dealer is CS&Co.subsidiaries, CS&Co, isTD Ameritrade, Inc., and TDAC, are each registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC)(SEC or Commission), the fifty states, the District of Columbia, the U.S. Virgin Islands, and the Commonwealth of Puerto Rico. CS&Co, TD Ameritrade, Inc., CSIM, and CSIMcertain of our other subsidiaries are registered as investment advisors with the SEC. Additionally, CS&CoCharles Schwab Futures and Forex LLC (CSFF, formerly known as TD Ameritrade Futures & Forex LLC) is regulated byregistered as an FCM and FDM with the CommoditiesCommodity Futures Trading Commission (CFTC) with respect to the commodity futures and trading activities it conducts as an introducing broker..

Much of the regulation of broker-dealers has been delegated to SROs. CS&Co is a memberOur principal broker-dealers are each members of the Financial Industry Regulatory Authority, Inc. (FINRA), and the Municipal Securities Rulemaking Board (MSRB),. In addition, CS&Co is a member of Nasdaq Stock Market, Cboe EDGX and MEMX, and TDAC is a member of NYSE Arca.Arca, Nasdaq Stock Market, Cboe EDGX and MEMX. In addition to the SEC, the primary regulators of CS&Coour principal broker-dealers are FINRA and, for municipal securities, the MSRB. The National Futures Association (NFA) is CS&Co’sthe primary regulator for CSFF’s futures, commodities, and commoditiesforex trading activities.

The principal purpose of regulating broker-dealers and investment advisorsthese entities is the protection of clients and securities markets. The regulations cover all aspects of the securities business, including, among other things, sales and trading practices, publication of research, margin lending, uses and safekeeping of clients’ funds and securities, capital adequacy, recordkeeping and reporting, fee arrangements, disclosure to clients, fiduciary duties, and the conduct of directors, officers, and employees.

CS&Co isOur principal broker-dealer entities are subject to Rule 15c3-1 under the Securities Exchange Act of 1934 (the Uniform Net Capital Rule) and related SRO requirements. The CFTC and NFA also impose net capital requirements. The Uniform Net Capital Rule specifies minimum capital requirements intended to ensure the general financial soundness and liquidity of broker-dealers. CSC itself is not a registered broker-dealer and it is not subject to the Uniform Net Capital Rule. If CS&Co fails to maintain specified levels of net capital, such failure could constitute a default by CSC of certain debt covenants under its credit agreement.

The Uniform Net Capital Rule prohibits CS&Cobroker-dealers from paying cash dividends, making unsecured advances or loans or repaying subordinated loans if such payment would result in a net capital amount of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement of $250,000.requirement.



THE CHARLES SCHWAB CORPORATION


In addition to net capital requirements, as a self-clearing broker-dealer, CS&Co, isand as a clearing broker-dealer, TDAC, are subject to cash deposit and collateral requirements with clearing houses, such as the Depository Trust & Clearing Corporation and Options Clearing Corporation, which may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility.



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As a result of our operations in countries outside the U.S., we are also subject to rules and regulations issued by certain foreign authorities, including the Financial Conduct Authority (FCA) in the U.K.,United Kingdom, the Securities and Futures Commission (SFC) in Hong Kong, and the Monetary Authority of Singapore (MAS) in Singapore, and the Australian Securities and Investments Commission (ASIC) in Australia.Singapore.

Financial Services Regulation

Bank Secrecy Act of 1970 and USA PATRIOT Act of 2001

CSC and its subsidiaries that conduct financial services activities are subject to the Bank Secrecy Act of 1970 (BSA), as amended by the USA PATRIOT Act of 2001, which requires financial institutions to develop and implement programs reasonably designed to achieve compliance with these regulations. The BSA and USA PATRIOT Act include a variety of monitoring, recordkeeping and reporting requirements (such as currency transaction reporting and suspicious activity reporting), as well as identity verification and client due diligence requirements which are intended to detect, report and/or prevent money laundering and the financing of terrorism. In addition, CSC and various subsidiaries of the Company are subject to U.S. sanctions programs administered by the Office of Foreign Assets Control.

Human Capital

We believe that hiring people who share our corporate purpose of helping clients achieve their financial goals is an essential element of executing our “Through Clients’ Eyes” strategy, and we seek to attract, retain, and motivate the talent Schwab needs to successfully serve our clients and grow our business. As of December 31, 2021, Schwab had full-time, part-time, and temporary employees, and persons employed on a contract basis, that represented the equivalent of approximately 33,400 full-time employees.

Schwab offers a compensation package that rewards both employee and company performance. The package encompasses an array of compensation components in addition to base pay including performance-based incentive pay, equity awards, recognition awards, and a range of health and wellness benefits. We also offer benefits and resources designed to help our employees achieve their financial goals, including a 401(k) plan, an employee stock purchase plan, financial planning consultations, and disability and life insurance options. In addition, Schwab offers programs to help with employee career growth including development and leadership programs as well as reimbursement for qualified business-related education and training. We also encourage and empower employees to volunteer in the communities where we live and work, offering paid time off for every employee to volunteer in his or her community.

As we move through the COVID-19 pandemic, we’ve created a Workplace Flexibility Program (WFP) to provide managers and employees with greater flexibility with remote work options. The WFP is designed to balance the importance our employees place on workplace flexibility with the benefit of in-person interactions to train and learn from one another, build human connections, and maintain Schwab’s culture as we serve our clients.

We know that through workplace diversity, we gain a wider range of perspectives and experiences, which supports our strategy and helps us better serve our clients. We focus on attracting a diversity of talent by maintaining a strong employer brand and expanding where and how we meet prospective employees. We recruit from underrepresented communities through targeted campus recruiting, scholarship programs, and partnerships with professional organizations. We also offer coaching programs for college students from underrepresented communities to help develop career skills and learn about internship and career opportunities at Schwab. For Schwab employees, we support a number of Employee Resource Groups (ERGs) which are employee-driven and provide support, leadership development opportunities, and connection to our diverse marketplace. Our ERGs are made up of employees who share characteristics or life experiences and are committed to enhancing diversity and inclusion at Schwab. Additionally, our leaders are explicitly responsible for creating an environment where all people can do their best work, and for fostering the development of high-performance teams that recognize the value of diverse perspectives, skills and backgrounds. We regularly request feedback from our employees through surveys.

Available Information

Schwab files annual, quarterly, and current reports, proxy statements, and other information with the SEC. The SEC filings are available to the public over the internet on the SEC’s website at https://www.sec.gov.

On our website, https://www.aboutschwab.com, we post the following filings after they are electronically filed with or furnished to the SEC: annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. In


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addition, the website also includes the Dodd-Frank Act stress test results, our regulatory capital disclosures based on Basel III, and our quarterly average LCR.

All such filings are available free of charge either on our website or by request via email (investor.relations@schwab.com), telephone (415-667-7000), or mail (Charles Schwab Investor Relations at 211 Main Street, San Francisco, CA 94105).


Item 1A.
Item 1A.     Risk Factors


We face a variety of risks that may affect our operations, financial results, or stock price and many of those risks are driven by factors that we cannot control or predict. The following discussion addresses those risks that management believes are the most significant, although there may be other risks that could arise, or may prove to be more significant than expected, that may affect our operations or financial results.

We also face certain risks in connection with our proposed merger with TD Ameritrade as described above in Item 1 of this Form 10-K. We encourage you to consider the risks below under the caption “Risks Related to the Proposed Merger with TD Ameritrade.” These risks and other risks associated with the proposed merger will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that CSC will file with the SEC in connection with the merger.

For a discussion of our risk management governance and processes, including operational risk, compliance risk, credit risk, market risk, and liquidity risk, see Risk Management and Capital Management in Part II, Item 7.


Economic and Market Risks

THE CHARLES SCHWAB CORPORATIONThe challenging economic environment triggered by the coronavirus (COVID-19) pandemic has impacted and will continue to impact our business, results of operations, and financial condition.

The onset of the COVID‑19 pandemic adversely impacted the economic environment and credit markets, leading to lower interest rates across the curve, heightened volatility in the financial markets, and market-driven credit spread movements in certain sectors within our portfolio of investment securities. Although certain economic conditions improved in 2021, the pandemic continues to evolve and certain impacts of the pandemic, including short-term interest rates, may continue to have a negative impact on our net interest revenue, bank deposit account fee revenue, and asset management and administration fees. Additionally, in March 2020, we experienced a significant increase in client cash balances held at our bank and broker-dealer subsidiaries which caused our Tier 1 Leverage Ratio to decline into the buffer we maintain between our long-term operating objective and our regulatory requirement. We will continue to have limits on our ability to return excess capital to stockholders, including through share repurchases, until the ratio returns to higher levels.

The pandemic has also impacted our client service quality at times. Certain of our client service response and processing times increased as a result of very high levels of client engagement and our clients experienced and may continue to occasionally experience delays accessing and using our website and mobile applications. While we have focused on hiring additional client service employees, we, like many employers, continue to face challenges retaining and hiring employees. In addition, we recently experienced and may again experience staffing shortages at our call centers and branches due to the rapid spread of new variants of COVID-19. Many of our employees and those of our outsourced service providers are working remotely and this has at times contributed to the increase in response and processing times, particularly when we have experienced the temporary loss of services from some of our outsourced service providers. We consider service quality to be an important part of the client experience and our failure to meet client expectations could result in decreased client satisfaction.

These and other impacts of the COVID‑19 pandemic have had and will likely continue to have the effect of heightening many of the other risks described elsewhere in this “Risk Factors” section. The extent to which the COVID‑19 pandemic, or the emergence of another wide-spread health crisis, impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain, including the scope and duration of the outbreak, actions taken by governmental authorities to contain the financial and economic impact and the spread of the outbreak, the effect on our clients, employees, and outsourced service providers, changes in credit quality and spreads, and reactions in the financial markets.

Developments in the business, economic, and geopolitical environment could negatively impact our business.

Our business can be adversely affected by the general environment – economic, corporate, securities market, regulatory, and geopolitical developments all play a role in client asset valuations, trading activity, interest rates, and overall investor engagement, and are outside of our control. Deterioration in the housing and credit markets, reduction in short-term interest rates, and decreases in securities valuations negatively impact our results of operations and capital resources.



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The monetary policies of the Federal Reserve, which regulates the supply of money and credit in the United States, have a significant effect on our operating results. Actions taken by the Federal Reserve, including changes in its target funds rate and balance sheet management, are difficult to predict and can affect our net interest revenue and bank deposit account fees. These policies could also have implications for clients’ allocation to cash; higher or lower client cash balances have an impact on our capital requirements as well as liquidity implications if such changes in allocation are sudden.

A significant change in client cash allocations could negatively impact our income.

We rely heavily on client cash balances to generate revenue. Cash awaiting investment in a portion of our client brokerage accounts is swept to our banking subsidiaries and those bank deposits are then used to extend loans to clients and purchase investment securities. We also sweep a portion of such cash to unconsolidated third-party financial institutions pursuant to the IDA agreement and agreements with other third-party financial institutions, through which we earn bank deposit account fees. A significant reduction in our clients’ allocation to cash, a change in the allocation of that cash, or a transfer of cash away from the Company, could reduce our income.

Significant interest rate changes could affect our profitability.

The direction and level of interest rates are important factors in our earnings. A decline in interest rates may have a negative impact on our net interest revenue and our bank deposit account fee revenue. A low interest rate environment may also have a negative impact on our asset management and administration fee revenues when we have to waive a portion of our management fees for certain Schwab-sponsored money market mutual funds in order to continue providing a positive return to clients. The significant reduction in interest rates related to the COVID-19 pandemic has had, and will continue to have, a negative impact on our revenue related to interest rates and has caused us to waive management fees for certain funds.

Although we believe we are positioned to benefit from a rising interest rate environment, a rise in interest rates may cause our funding costs to increase if market conditions or the competitive environment induces us to raise our interest rates to avoid losing deposits, or replace deposits with higher cost funding sources without offsetting increases in yields on interest-earning assets can reduce our net interest revenue.

The announced phase-out of the London Interbank Offered Rate (LIBOR) could negatively impact our net interest revenue and will continue to require operational work.

Certain securities in our investment portfolio, the floating rate loans we offered, and certain series of our outstanding preferred stock reference LIBOR as the benchmark rate to determine the applicable interest rate, payment amount or floating dividend rates. While we have substantially transitioned our financial models and systems away from LIBOR, in limited circumstances we still use LIBOR. When LIBOR is discontinued as announced, there will be uncertainty or differences in the calculation of the applicable interest rate or payment amount depending on the terms of the governing instruments. This could result in different financial performance for previously booked transactions. The calculation of interest rates under the replacement benchmarks could also impact our net interest revenue. LIBOR may also perform differently during the phase-out period than in the past which could result in lower interest payments and a reduction in the value of certain securities in our investment portfolio. In addition, further operational work will be required to transition our legacy loan portfolio to alternate reference rates that are consistent with the fallback language included in the contracts. See also Part II – Item 7. – Risk Management for additional information regarding the Company’s consideration of the phase-out of LIBOR.

Compliance Risks

Extensive regulation of our businesses may subject us to significant penalties or limitations on business activities.

As a participant in the securities, banking, and financial services industries, we are subject to extensive regulation under federal, state, and foreign laws by governmental agencies, supervisory authorities and SROs. The costs and uncertainty related to complying with such regulations continue to increase. These regulations affect our business operations and impose capital, client protection,protection, and market conduct requirements on us.us as well as restrictions on the activities that we are allowed to conduct. We become subject to increasing regulatory scrutiny as we grow.

In addition to specific banking laws and regulations, our banking regulatorsRegulators have broad discretion in connection with their supervisory and enforcement activities and examination policies and could prevent us from pursuing our business strategy. Regulators could also limit our ability to grow, including adding assets, launching new products, making acquisitions, and undertaking strategic investments. Our banking regulators could require CSC and/or our banking subsidiaries to hold more capital, increase liquidity, or limit their ability to pay dividends or CSC’s ability to repurchase or redeem shares. The banking regulators could also limit our ability to grow, including adding assets, launching new products, making acquisitions, and undertaking strategic investments. Other potential regulatory actions include limiting our banking subsidiaries’ ability to accept deposits swept from client brokerage accounts and brokered deposits and preventing us from pursuing our business strategy.

Despite our efforts to comply with applicable legal requirements, there are a
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number of risks, particularly in areas where applicable laws or regulations may be unclear or where regulators could revise their previous guidance. Any enforcement actions or other proceedings brought by our regulators against us or our affiliates, officers or employees could result in fines, penalties, cease and desist orders, enforcement actions, suspension, disqualification or expulsion, or other disciplinary sanctions, including limitations on our business activities, any of which could harm our reputation and adversely affect our results of operations and financial condition.

While we maintain systems and procedures designed to ensure that we comply with applicable laws and regulations, violations could occur. In addition, some legal/regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though systems and procedures reasonably designed to prevent violations were in place at the time. There may be other negative consequences resulting from a finding of noncompliance, including restrictions on certain activities. Such a finding may also damage our reputation and our relationships with our regulators and could restrict the ability of institutional investment managers to invest in our securities.

Legislation or changes in rules and regulations could negatively affect our business and financial results.

New legislation, rules, regulations and guidance, or changes in the interpretation or enforcement of existing federal, state, foreign and SRO rules, regulations and guidance, including changes relating to mutual funds, broker-dealer fiduciary duties andstandards of conduct with clients, conflicts of interest, regulatory treatment of deposit accounts, and order routing practices and order-related revenues may directly affect the operationour operations and profitability of Schwab or itsour specific business lines. Our profitability could also be affected by rules and regulations that impact the business and financial communities generally, including changes to the laws governing taxation, electronic commerce, client privacy and security of client data. In addition, the rules and regulations could result in limitations on the lines of business we conduct, modifications to our business practices, more stringent capital and liquidity requirements, increased deposit insurance assessments or additional costs and could limit our ability to return capital to stockholders. These changes may also require us to invest significant management attention and resources to evaluate and make necessary changes to our compliance, risk management, treasury and operations functions.

Failure to meet capital adequacy and liquidity guidelines could affect our financial condition.

CSC, together with its banking, broker-dealer, and broker-dealerFCM/FDM subsidiaries, must meet certain capital and liquidity standards, subject to qualitative judgments by regulators about the adequacy of Schwab’sour capital and Schwab’sour internal assessment of itsour capital needs. The Uniform Net Capital Rule limits CS&Co’sthe ability of our broker-dealer entities to transfer capital to CSC and other affiliates. New regulatory capital, liquidity, capital planning, and stress testing requirements may limit or otherwise restrict how we utilize our capital, including paying dividends, stock repurchases, and redemptions, and may require us to increase our capital and/or liquidity or to limit our


THE CHARLES SCHWAB CORPORATION


growth. Failure by either CSC or its banking subsidiaries to meet minimum capital requirements could result in certain mandatory and additional discretionary actions by regulators that, if undertaken, could have a negative impact on us. In addition, failure by CSC or our banking subsidiaries to maintain a sufficient amount of capital to satisfy their capital conservation buffer and countercyclical capital buffer requirements would result in restrictions on our ability to make capital distributions and discretionary cash bonus payments to executive officers. Any requirement that we increase our regulatory capital, replace certain capital instruments which presently qualify as Tier 1 Capital, or increase regulatory capital ratios or liquidity, could require us to liquidate assets, deleverage or otherwise change our business and/or investment plans, which may adversely affect our financial results. Issuing additional common stock would dilute the ownership of existing stockholders.

Effective December 31, 2019, CSC was assigned to Category III ofIn January 2021, the new tailored regulatory requirements. The Federal Reserve indicated thatadopted a final rule, effective with the 2022 CCAR cycle, making large savings and loan holding companies, including CSC, will become subject to the CCAR process. process, which requires submission of an annual capital plan. The plan must include a description of all planned capital actions, including dividends or stock repurchases, over a nine-quarter planning horizon beginning with the first quarter of the calendar year the capital plan is submitted. The rule also imposes a stress capital buffer requirement, floored at 2.5 percent of risk-weighted assets, that will replace CSC’s current 2.5 percent capital conservation buffer for our risk-based capital ratios. The stress capital buffer will equal, as a percentage of total risk-weighted assets, the sum of (i) the difference between a firm’s starting common equity Tier 1 capital ratio and the low point under the severely adverse scenario of the Federal Reserve’s supervisory stress test plus (ii) the ratio of the firm’s projected four quarters of common stock dividends for the fourth through seventh quarters of the planning horizon to risk-weighted assets as projected under CCAR. The imposition of a stress capital buffer requirement could change the way in which our minimum risk-based capital ratios are calculated and make us subject to progressively more stringent constraints on capital actions if we approach our minimum ratios. This could lead to restrictions on our ability to pay or increase dividends or otherwise return capital to stockholders.

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If CSCthe average of CSC’s total consolidated assets for four consecutive calendar quarters reaches $700 billion, in total assets or if the average of cross-jurisdictional activity for four consecutive calendar quarters reaches $75 billion, in cross-jurisdictional activity, CSC will become subject to more stringent Category II requirements, including annual stress testing, the advanced approaches framework, and the inability to opt out of including AOCI in regulatory capital calculations, the full LCR rulecalculations. At December 31, 2021, CSC had approximately $670 billion in total assets and daily liquidity reporting. CSC will also becross-jurisdictional activity of approximately $32 billion.

We are subject to litigation and regulatory investigations and proceedings and may not be successful in defending against claims or proceedings.

The financial services industry faces significant litigation and regulatory risks. We are subject to claims and lawsuits in the full LCR ruleordinary course of business, including arbitrations, class actions and daily liquidity reporting if its weighted short-term wholesale funding is $75 billionother litigation, some of which include claims for substantial or more.unspecified damages. We are also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies.

A significant change in client cash allocations could negatively impactLitigation and arbitration claims include those brought by our net interest revenue.
We rely heavily on bank deposits as a funding source to extend loans to clients and purchasethe clients of third party advisors whose assets are custodied with us. Claims from clients of third party advisors may allege losses due to investment securities. Our bank depositsdecisions made by the third party advisors or the advisors’ misconduct. Litigation claims also include claims from third parties alleging infringement of their intellectual property rights (e.g., patents). Such litigation can require the expenditure of significant company resources. If we were found to have infringed on a third-party patent, or other intellectual property rights, we could incur substantial damages, and in some circumstances could be enjoined from using certain technology, or providing certain products or services.

Actions brought against us may result in settlements, awards, injunctions, fines, penalties or other results adverse to us, including reputational harm. Even if we are primarily driven by our bank sweep feature when cash awaiting investmentsuccessful in our client brokerage accounts is sweptdefending against these actions, the defense of such matters may result in us incurring significant expenses. A substantial judgment, settlement, fine, or penalty could be material to our banking subsidiaries. A significant reduction in our clients’ allocation tooperating results or cash flows for a change in the allocation of that cash, or a transfer of cash away from the Company, could reduce net interest revenue.
Significant interest rate changes could affect our profitability.

The direction and level of interest rates are important factors in our earnings. A decline in interest rates may have a negative impactparticular future period, depending on our net interest revenue. A low interest rate environment may alsoresults for that period. In market downturns and periods of heightened volatility, the volume of legal claims and amount of damages sought in litigation and regulatory proceedings against financial services companies have a negative impact on our asset management and administration fee revenues if we have to waive a portion of our management fees for certain Schwab-sponsored money market mutual funds in order to continue providing a positive return to clients.historically increased.

Although we believe we are positioned to benefit from a rising interest rate environment, a rise in interest rates may cause our funding costs to increase if market conditions or the competitive environment induces us to raise our interest rates to avoid losing deposits, or replace deposits with higher cost funding sources without offsetting increases in yields on interest-earning assets can reduce our net interest revenue.Operational Risk

The expected phase-out of LIBOR could negatively impact our net interest revenue and require significant operational work.
Certain securities in our investment portfolio and the floating rate loans we offer reference LIBOR as the benchmark rate to determine the applicable interest rate or payment amount. We also use LIBOR in many of our financial models, such as those used for capital stress testing, and to determine the dividend rates for certain of our series of preferred stock which begin to float in 2022 and later. If LIBOR is discontinued after 2021 as expected, there will be uncertainty or differences in the calculation of the applicable interest rate or payment amount depending on the terms of the governing instruments and there will be significant work required to transition to using the new benchmark rates and implement necessary changes to our systems and financial models. This could result in different financial performance for previously booked transactions and may impact our existing transaction data, products, systems, operations, and pricing processes. The calculation of interest rates under the replacement benchmarks could also impact our net interest revenue. In addition, LIBOR may perform differently during the phase-out period than in the past which could result in lower interest payments and a reduction in the value of certain securities in our investment portfolio.
Security breaches of our systems, or those of our clients or third parties, may subject us to significant liability and damage Schwab’sour reputation.

Our business involves the secure processing, storage, and transmission of confidential information about our clients and us. Information security risks for financial institutions are increasing, in part because of the use of the internet and mobile and cloud technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, activists, hackers and other external parties, including foreign state actors. Our systems and those of other financial institutions have


THE CHARLES SCHWAB CORPORATION


been and are likely towill continue to be the target of cyber attacks, malicious code, computer viruses, ransomware, and denial of service attacks that could result in unauthorized access, misuse, loss or destruction of data (including confidential client information), account takeovers, unavailability of service or other events. Despite our efforts to ensure the integrity of our systems, we may not be able to anticipate or to implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently or are not recognized until launched, and because security attacks can originate from a wide variety of sources. Data security breaches may also result from non-technical means, for example, employee misconduct.

Given the high volume of transactions that we process, the large number of clients, counterparties and third-party service providers with which we do business, including cloud service providers, and the increasing sophistication of cyber attacks, a cyber attack could occur and persist for an extended period of time before being detected. The extent of a particular cyber attack and the steps we may need to take to investigate the attack may not be immediately clear, and it may take a significant amount of time before an investigation is completed and full and reliable information about the attack is known. During such time we would not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, all or any of which would further increase the costs and consequences of a cyber attack.

Security breaches, including breaches of our security measures or those of our third-party service providers or clients, could result in a violation of applicable privacy and other laws and could subject us to significant liability or loss that may not be covered by insurance, actions by our regulators, damage to Schwab’sour reputation, or a loss of confidence in our security measures
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which could harm our business. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures.

We also face risk related to external fraud involving the misappropriation and use of clients’ user names, passwords or other personal information to gain access to our clients’ financial accounts at Schwab.accounts. This could occur from the compromise of clients’ personal electronic devices or as a result of a data security breach at an unrelated company where clients’ personal information is taken and then made available to fraudsters. Such risk has grown in recent years due to the increased sophistication and activities of organized crime and other external parties, including foreign state-sponsored parties. Losses reimbursed to clients under our guarantee against unauthorized account activity could have a negative impact on our business, financial condition and results of operations.

Technology and operational failures or errors could subject us to losses, litigation, regulatory actions, and reputational damage.

We must process, record and monitor a large number of transactions and our operations are highly dependent on the integrity of our technology systems and our ability to make timely enhancements and additions to our systems. System interruptions, errors or downtime can result from a variety of causes, including changes in client use patterns, technological failure, changes to our systems, linkages with third-party systems and power failures and can have a significant impact on our business and operations. Our systems are vulnerable to disruptions from human error, execution errors, errors in models such as those used for asset management, capital planning and management, risk management, stress testing and compliance, employee misconduct, unauthorized trading, external fraud, computer viruses, distributed denial of service attacks, cyber attacks, terrorist attacks, natural disaster, extreme weather, power outage, capacity constraints, software flaws, events impacting key business partners and vendors, and similar events. For example, Schwabwe and other financial institutions have been the target of various denial of service attacks that have, in certain circumstances, made websites, mobile applications and email unavailable for periods of time. Cloud technologies are critical to the operation of our systems and platforms and our reliance on cloud technologies is growing. Cloud service disruptions may lead to delays in accessing data that is important to our businesses and may hinder our clients’ access to our platforms. It could take an extended period of time to restore full functionality to our technology or other operating systems in the event of an unforeseen occurrence, which could affect our ability to process and settle client transactions. Moreover, instances of fraud or other misconduct might also negatively impact Schwab’sour reputation and client confidence in the Company, in addition to any direct losses that might result from such instances. The ways that fraudulent activity is attempted is continuously evolving and while we monitor for new types of fraud, there may be a delay in recognizing the fraud is happening. Besides potential losses, shutting down the fraudulent activity often requires a balance with client experience. Despite our efforts to identify areas of risk, oversee operational areas involving risk, and implement policies and procedures designed to manage these risks, there can be no assurance that we will not suffer unexpected losses, reputational damage or regulatory action due to technology or other operational failures or errors, including those of our vendors or other third parties.

While we devote substantial attention and resources to the reliability, capacity and scalability of our systems, extraordinary trading volumes, such as those that occurred in 2020 and the first quarter of 2021, could cause our computer systems to operate at unacceptably slow speeds or even fail, affecting our ability to process client transactions and potentially resulting in some clients’ orders being executed at prices they did not anticipate. For example, certain of our client service response and processing times increased in 2020 as a result of very high levels of client engagement and our clients experienced delays accessing our systems during periods when there was an unusually high volume of client activity. Disruptions in service and slower system response times could result in substantial losses, and decreased client satisfaction.satisfaction, reputational damage, and regulatory inquiries. We are also dependent on the integrity and performance of securities exchanges, clearing houses, market makers, dealers, and other


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intermediaries to which client orders are routed for execution and settlement. System failures and constraints and transaction errors at such intermediaries could result in delays and erroneous or unanticipated execution prices and cancelled orders, cause substantial losses for us and for our clients, and subject us to claims from our clients for damages.damages, and cause reputational harm.
 
Our investment management operations may subject us to fiduciary or other legal liability for client losses.

Fund and trust management and administration are complex activities and include functions such as recordkeeping and accounting, security pricing, corporate actions, compliance with investment restrictions, daily net asset value computations, account reconciliations, and required distributions to fund shareholders. Failure to properly perform operational tasks, or the misrepresentation of our services and products could subject us to regulatory sanctions, penalties or litigation and result in reputational damage, liability to clients, and the termination of investment management or administration agreements and the withdrawal of assets under our management.

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In the management and administration of funds and client accounts, we use quantitative models and other tools and resources to support investment decisions and processes, including those related to risk assessment, portfolio management, trading and hedging activities and product valuations. Errors in the design, function, or underlying assumptions used in these models and tools, particularly if we fail to detect the errors over an extended period, could subject us to claims of a breach of fiduciary duty and potentially large liabilities for make-whole payments, litigation, and/or regulatory fines.

We rely on outsourced service providers to perform key functions.

We rely on external service providers to perform certain key technology, cloud infrastructure, processing, servicing, and support functions. These service providers face technology, operating, business, and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee, or company information, could cause us to incur losses and could harm our reputation. An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial difficulties, natural disasters, extreme weather, power outage, public health crises, political developments or for any other reason, and our inability to make alternative arrangements in a timely manner could disrupt our operations, impact our ability to offer certain products and services, and result in financial losses to us. As a result of certain stay at home restrictions related to the COVID-19 pandemic, we temporarily lost the services from some of our outsourced service providers which contributed to increased client service response and processing times. Switching to an alternative service provider may require a transition period and result in less efficient operations.

We rely on financial intermediaries to execute and settle client orders.

We rely on market makers, dealers, securities exchanges, clearing houses, and other financial intermediaries to execute and settle our clients’ orders. The unwillingness or inability of any of these parties to perform their usual functions coupled with the unavailability of alternative arrangements could result in our clients’ orders not getting executed or settled. This may be due to market volatility, uneconomic trading conditions, capacity constraints, financial constraints, system failures, unanticipated trading halts invoked by securities exchanges, market closures, or other reasons. Our inability to get client orders executed or settled because of the unwillingness or inability of these parties to perform their usual functions could result in client dissatisfaction and reputational harm and expose us to client claims for damages.

Liquidity Risk

A significant decrease in our liquidity could negatively affect our business as well as reduce client confidence in Schwab.us.

Maintaining adequate liquidity is crucial to our business operations, including transaction settlement, custody requirements, and lending commitments, among other liquidity needs. We meet our liquidity needs primarily from working capital and cash generated by client activity as well as external financing. Fluctuations in client cash or deposit balances, as well as market conditions or changes in regulatory treatment of client deposits, may affect our ability to meet our liquidity needs. A reduction in our liquidity position could reduce client confidence in Schwab,us, which could result in the transfer of client assets and accounts, or could cause us to fail to satisfy our liquidity requirements, including the LCR. In addition, if our broker-dealer or depository institution subsidiaries fail to meet regulatory capital guidelines, regulators could limit the subsidiaries’ operations or their ability to upstream funds to CSC, which could reduce CSC’s liquidity and adversely affect its ability to repay debt, pay dividends on CSC’s preferred stock, or return capital to common stockholders. In addition, CSC may need to provide additional funding to such subsidiaries.

Factors which may adversely affect our liquidity position include CS&Co and TDAC having temporary liquidity demands due to timing differences between brokerage transaction settlements and the availability of segregated cash balances, fluctuations in cash held in banking or brokerage client accounts, a dramatic increase in our lending activities (including margin, mortgage-related, and personal lending), increased capital requirements, changes in regulatory guidance or interpretations, other regulatory changes, or a loss of market or client confidence in Schwabus resulting in unanticipated withdrawals of client funds. As a member firm of securities and derivatives clearing houses, we are required to deposit cash, stock and/or government securities for margin requirements and to clearing funds. The margin requirements may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility. For example, as a result of recent market volatility the National Securities Clearing Corporation increased margin requirements for member firms and we were required to deposit additional funds. Clearing houses could also require additional funds from member firms if a clearing member defaults on its obligations to the clearing house in an amount larger than its own margin and clearing fund deposits.

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THE CHARLES SCHWAB CORPORATION

When available cash is not sufficient for our liquidity needs, we may seek external financing. During periods of disruptions in the credit and capital markets, potential sources of external financing could be reduced, and borrowing costs could increase. Although CSC, and CS&Co, and TDAC maintain committed and uncommitted, unsecured bank credit lines and CSC has a commercial paper issuance program, as well as a universal shelf registration statement filed with the SEC which can be used to sell securities, financing may not be available on acceptable terms or at all due to market conditions or disruptions in the credit markets. In addition, a significant downgrade in the Company’s credit ratings could increase its borrowing costs and limit its access to the capital markets.

Credit Risk

We may suffer significant losses from our credit exposures.

Our businesses are subject to the risk that a client, counterparty or issuer will fail to perform its contractual obligations, or that the value of collateral held to secure obligations will prove to be inadequate. While we have policies and procedures designed to manage this risk, the policies and procedures may not be fully effective. Our exposure mainly results from margin lending, clients’ options and futures trading, securities lending, mortgage lending, pledged asset lending, our role as a counterparty in financial contracts and investing activities, and indirectly from the investing activities of certain of the proprietary funds we sponsor.



THE CHARLES SCHWAB CORPORATION


When clients purchase securities on margin, borrow on lines of credit collateralized by securities, or trade options or futures, we are subject to the risk that clients may default on their obligations when the value of the securities and cash in their accounts falls below the amount of clients’ indebtedness. Abrupt changes in securities valuations and the failure of clients to meet margin calls could result in substantial losses.losses, especially if there is a lack of liquidity. As a result of our TD Ameritrade acquisition, our margin, options and futures business has materially increased and market liquidity may represent an increased risk.

We have exposure to credit risk associated with our investments. Those investments are subject to price fluctuations. Loss of value of securities can negatively affect earnings if management determines that such loss of value has resulted from a credit loss. The evaluation of whether a credit loss exists is a matter of judgment, which includes the assessment of multiple factors. If management determines that a security’s decline in fair value is the result of a credit loss, an allowance for credit losses on the security will be recorded and a corresponding loss will be recognized in current earnings. Even if a decline in fair value of a security is not determined to have resulted from a credit loss, if we were ever forced to sell the security sooner than intended prior to maturity due to liquidity needs, we would have to recognize any unrealized losses at that time.

Our bank loans primarily consist of First Mortgages, HELOCs, and PALs. Increases in delinquency and default rates, housing and stock price declines, increases in the unemployment rate, and other economic factors, including from the continuing impact of the COVID-19 pandemic, can result in increases in allowances for credit losses and related credit loss expense, as well as write downs on such loans.

On January 1, 2020, the Company adopted Accounting Standards Update (ASU) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which requires estimation of expected lifetime credit losses, rather than incurred losses only, as was previously required. For more information on this adoption, see Part II – Item 8 – Notes to Consolidated Financial Statements – Note 2.

Heightened credit exposures to specific counterparties or instruments can increase our risk of loss. Examples include:

Large positions in financial instruments collateralized by assets with similar economic characteristics or in securities of a single issuer or industry;
Mortgage loans and HELOCs to banking clients which are secured by properties in the same geographic region; and
Client margins, options or futures, pledged assets, and securities lending activities collateralized by or linked to securities of a single issuer, index, or industry.

We sponsor a number of proprietary money market mutual funds and other proprietary funds. Although we have no obligation to do so, we may decide for competitive or other reasons to provide credit, liquidity or other support to our funds in the event of significant declines in valuation of fund holdings or significant redemption activity that exceeds available liquidity. Such support could cause us to take significant charges, could reduce our liquidity and, in certain situations, could, with respect to proprietary funds other than money market mutual funds, result in us having to consolidate one or more funds in our financial statements. If we choose not to provide credit, liquidity or other support in such a situation, Schwabwe could suffer reputational damage and its business could be adversely affected.

We are subject to litigation and regulatory investigations and proceedings and may not be successful in defending against claims or proceedings.

The financial services industry faces significant litigation and regulatory risks. We are subject to claims and lawsuits in the ordinary course of business, including arbitrations, class actions and other litigation, some of which include claims for substantial or unspecified damages. We are also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies.

Litigation and arbitration claims include those brought by our clients and the clients of third party advisors whose assets are custodied at Schwab. Claims from clients of third party advisors may allege losses due to investment decisions made by the third party advisors or the advisors’ misconduct. Litigation claims also include claims from third parties alleging infringement of their intellectual property rights (e.g., patents). Such litigation can require the expenditure of significant company resources. If we were found to have infringed on a third-party patent, or other intellectual property rights, we could incur substantial damages, and in some circumstances could be enjoined from using certain technology, or providing certain products or services.

Actions brought against us may result in settlements, awards, injunctions, fines, penalties or other results adverse to us, including reputational harm. Even if we are successful in defending against these actions, the defense of such matters may
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THE CHARLES SCHWAB CORPORATION


Risks Related to Our TD Ameritrade Acquisition

We may fail to realize the anticipated cost savings and other benefits of the TD Ameritrade acquisition, which could adversely affect the value of our stock.

The success of our TD Ameritrade acquisition will continue to depend, in significant part, on our ability to realize the anticipated cost savings and other benefits from integrating the businesses of Schwab and TD Ameritrade which is subject to certain risks. If we are not able to successfully combine the businesses of Schwab and TD Ameritrade within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the merger may not be realized fully or at all or may take longer to realize than expected, the combined business may not perform as expected and the value of our common stock may be adversely affected.

It is possible that the integration process could result in us incurringthe loss of key Schwab or TD Ameritrade employees, the loss of clients, the disruption of either company’s or both companies’ ongoing businesses or in unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.

Most of the integration planning and execution work is currently being done remotely due to the COVID-19 pandemic. The inability to work in-person and on-site with information technology and management oversight has and will continue to make some of the integration work more challenging, particularly with regard to technology. We will need to continue to hire a significant expenses. A substantial judgment, settlement, fine, or penalty could be material to our operating results or cash flows for a particular future period, depending on our results for that period. In market downturnsnumber of technology personnel and periods of heightened volatility, the volume of legal claimscontract staff and amount of damages sought in litigation and regulatory proceedings against financial services companies have historically increased.

We rely on outsourced service providersa number of critical technology vendors in order to perform key functions.

complete the integration work relating to technology platforms and systems within the target timeframe. In addition, we may experience delays in acquiring the technology and infrastructure components needed for the integration due to pandemic-related supply chain disruptions. We rely on external service providershave to performmake certain key technology, processing, servicing,assumptions for integration planning and support functions. These service providers face technology, operating, business,subsequent changes to integration plans impact the timing and economic risks, and any significant failures by them, includingcost of the improper use or disclosure of our confidential client, employee, or company information, could cause us to incur losses and could harm Schwab’s reputation. An interruption in or the cessation of service by any external service providerintegration. For example, as a result of systems failures,the higher levels of trading volumes that we recently experienced, we had to increase capacity constraints, financial difficulties or for anyfrom the original technology build-out plan. In addition, at times the attention of certain members of our management and other reason,resources may be diverted from integration work to critical day-to-day business operations. We may also encounter challenges integrating TD Ameritrade technologies into Schwab platforms. Any of these factors could make timely achievement of integration milestones more challenging, particularly with regard to technology and our inabilitysystems.

We will continue to make alternative arrangementsincur significant integration costs in a timely manner could disrupt ourconnection with the integration of TD Ameritrade.

We will continue to incur significant non-recurring costs related to formulating and implementing integration plans with respect to combining the operations impactof Schwab and TD Ameritrade, including technology-related, workforce and facilities consolidation costs. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the integration of the two companies’ businesses.

We may have difficulty attracting, motivating and retaining executives and other employees during the integration of TD Ameritrade.

Uncertainty about the effect of the TD Ameritrade integration on Schwab and TD Ameritrade employees may impair our ability to offer certain productsattract, retain and services,motivate personnel. Employee retention may be particularly challenging during the integration process, as employees of Schwab and TD Ameritrade may experience uncertainty about their future roles with the combined business. If employees of Schwab or TD Ameritrade depart, the integration of the companies may be more difficult and the combined business may be harmed. Furthermore, we may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the businesses of Schwab or TD Ameritrade, and our ability to realize the anticipated benefits of the acquisition may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management associated with integrating employees into Schwab.

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THE CHARLES SCHWAB CORPORATION

The TD Ameritrade acquisition may not be accretive to our earnings per share, which may negatively affect the market price of our common stock.

Based on the anticipated synergies between Schwab and TD Ameritrade, we expect the acquisition to be accretive to our earnings per share in the third year following completion of the merger. However, future events and conditions could reduce or delay the accretion that is currently projected or result in financial lossesthe acquisition being dilutive to us. Switchingour earnings per share, including adverse changes in market conditions, additional transaction and integration related costs and other factors such as the failure to an alternative service provider may requirerealize some or all of the benefits anticipated in the acquisition. Any dilution of, reduction in, or delay of any accretion to, our earnings per share could cause the price of shares of our common stock to decline or grow at a transition period and result in less efficient operations.reduced rate.

Other Business Risks

Potential strategic transactions could have a negative impact on our financial position.

We evaluate potential strategic transactions, including business combinations, acquisitions, and dispositions. Any such transaction could have a material impact on our financial position, results of operations, or cash flows. The process of evaluating, negotiating, effecting, and effectingintegrating any such strategic transaction may divert management’s attention from other business concerns, and might cause the loss of key clients, employees, and business partners. Moreover, integrating businesses and systems may result in unforeseen expenditures as well as numerous risks and uncertainties, including the need to integrate operational, financial, and management information systems and management controls, integrate relationships with clients and business partners, and manage facilities and employees in different geographic areas. The integration process could result in the disruption of ongoing businesses or changes to inconsistent standards, controls, procedures and policies that could adversely affect our ability to maintain relationships with clients, employees, outsourced service providers and vendors. In addition, an acquisition may cause us to assume liabilities or become subject to litigation or regulatory proceedings.proceedings or require the amortization of a large amount of acquired intangible assets. Further, we may not realize the anticipated benefits from an acquisition in a timely manner or at all (including without limitation the pending acquisitionsrecent acquisition of TD Ameritrade and assets of USAA-IMCO)Ameritrade), and any future acquisition could be dilutive to our current stockholders’ percentage ownership or to earnings per common share (EPS).

Our acquisitions and dispositions are typically subject to closing conditions, including regulatory approvals and the absence of material adverse changes in the business, operations or financial condition of the entity or part of an entity being acquired or sold. To the extent we enter into an agreement to buy or sell an entity or part of an entity, there can be no guarantee that the transaction will close when expected, or at all. If a material transaction does not close, our stock price could decline.

Our industry is highly competitive and characterized by aggressive price competition.

We operate in a highly competitive environment with a broad array of competitors from large integrated banks to venture-capital backed private companies. We continually monitor our pricing in relation to competitors and periodically adjust interest rates on deposits and loans, fees for advisory services, expense ratios on mutual funds and ETFs, trade commission rates, and other pricing and incentives to sustain our competitive position. Increased price competition from other financial services firms to attract clients, such as reduced commissions, higher deposit rates, reduced mutual fund or ETF expense ratios, or the increased use of incentives, could impact our results of operations and financial condition.

We face competition in hiring and retaining qualified employees.

The market for qualified personnel in our business is highly competitive. At various times, different functions and roles are in especially high demand in the market, compelling us to pay more to attract talent. Recently, the challenge and cost for us to retain and hire talent has increased. In September 2021, we implemented a 5% salary increase for almost all of our employees. Our ability to continue to compete effectively will depend upon our ability to attract new employees and retain existing employees while managing compensation costs.

We need to continue to hire a significant number of technology personnel and contract staff to complete the TD Ameritrade integration work within the target timeframe. Demand for skilled technology professionals is high and we may experience delays in hiring the appropriate skilled resources.

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THE CHARLES SCHWAB CORPORATION


Our stock price has fluctuated historically, and may continue to fluctuate.

Our stock price can be volatile. Among the factors that may affect the volatility of our stock price are the following:

Our exposure to changes in interest rates;
Speculation in the investment community or the press about, or actual changes in, our competitive position, organizational structure, executive team, operations, financial condition, financial reporting and results, expense discipline, strategic transactions, progress on achieving the expected benefits from our TD Ameritrade acquisition, or strategic transactions;ratings from third parties;
The announcement of new products, services, acquisitions, or dispositions by us or our competitors;
Increases or decreases in revenue or earnings, changes in earnings estimates by the investment community, and variations between estimated financial results and actual financial results; and
Sales of a substantial number of shares of our common stock by large stockholders.

Changes in the stock market generally, or as it concerns our industry, as well as geopolitical, corporate, regulatory, business, and economic factors may also affect our stock price.

Future sales of CSC’s equity securities may adversely affect the market price of CSC’s common stock and result in dilution.

CSC’s certificate of incorporation authorizes CSC’s Board of Directors, among other things, to issue additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, without stockholder approval.
CSC may issue additional equity or convertible securities to raise additional capital or for other purposes. The issuance of any additional equity or convertible securities could be substantially dilutive to holders of CSC’s common stock and may adversely affect the market price of CSC’s common stock.

Risks Related to the Proposed MergerOur ongoing relationships with TD AmeritradeBank and its affiliates could have a negative impact on us.

CompletionAlthough our acquisition of TD Ameritrade was structured such that completion of the merger is subjectwould not result in CSC either (i) being deemed to many conditions and if these conditions are not satisfied or waived, the merger will not be completed.

The obligations of CSC and TD Ameritrade to complete the merger are subject to satisfaction (or, to the extent permitted by applicable law, waiver) of a number of conditions, including, among others:
the affirmative vote of (A) the holders of a majority of the outstanding shares of TD Ameritrade common stock approving and adopting the Merger Agreement and (B) the holders (other than TD Bank, the Significant TD Ameritrade Stockholders and their respective affiliates) of a majority of the outstanding shares of TD Ameritrade common stock (other than shares of TD Ameritrade common stock held“controlled” by TD Bank (as that term is interpreted by the SignificantFederal Reserve under the BHC Act or HOLA) or (ii) being deemed to be in “control” of any of TD Ameritrade StockholdersBank’s depository institutions, changes in circumstances could trigger presumptions of control under the Federal Reserve’s regulations. This could occur if TD Bank and their respective affiliates) approving and adopting the Merger Agreement;
the affirmative vote of (A) a majority of the votes cast by holders of outstanding sharesits affiliates own more than 9.9% of Schwab common stock, approvingas interpreted in accordance with the share issuance and (B) the holders of a majorityapplicable rules of the outstanding sharesFederal Reserve. While the Stockholder Agreement between CSC and TD Bank prohibits TD Bank and its affiliates from exceeding the 9.9% threshold, it could happen unintentionally. This presumption of Schwab common stock approvingcontrol could also be triggered if the Schwab charter amendment;
expirationrevenue generated to either us or termination ofto any applicable waiting period (or extension thereof) under the HSR Act and certain governmental authorizations having been made or obtained and being in full force and effect;
receipt of noncontrol determinations from the Federal Reserve;
accuracy of the representations and warranties made inTD Bank depository institutions exceeds a certain percentage. The Stockholder Agreement contains provisions to address such situations.

Under the Merger AgreementIDA agreement, we are only permitted to reduce the deposit balances swept to the TD Depository Institutions by the other party,a set amount during each 12-month period, subject to certain materiality thresholds;
performancelimitations and adjustments including only moving IDA balances designated as floating-rate obligations and maintaining a minimum $50 billion IDA sweep balance through June 2031. The bank deposit account fee revenue that we earn related to the IDA agreement may be less than the net interest revenue that we could have earned if the deposit balances were swept to our banking subsidiaries rather than the TD Depository Institutions. When we are permitted to reduce the IDA balances, we can only move the balances to our banking subsidiaries if we have sufficient capital. In addition, in all material respects by the other party of the obligations required to be performed bya low rate environment it at or prior to completion of the merger; and
the absence since the date of the Merger Agreement of a material adverse effect on the other party.

There can be no assuranceis possible that the conditions to the closing of the merger will be satisfied or waivedsweep arrangement fee computation could result in a timely manner or at all, and, accordingly, the merger may not be completed. If the merger is not completed for any reason, the ongoing business of CSC may be adversely affected and, without realizing the benefits of having completed the merger,negative amount that we would be subject to a number of risks, including that we may receive negative reactions from our stockholders, employees, customers and regulators, and that the price of our common stock may decline to the extent that current market prices reflect a market assumption that the merger will be completed.



THE CHARLES SCHWAB CORPORATION


As a condition to authorization of the merger, governmental authorities may impose requirements, limitations or costs or place restrictions on the conduct of our business after completion of the merger. Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the merger or imposing additional material costs on or materially limiting the revenues of the combined company following the merger, or otherwise adversely affecting our businesses and results of operations after completion of the merger.
Also, if the Merger Agreement is terminated in certain circumstances, we may be required to pay a termination fee of $950 million tothe TD Ameritrade and we could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced againstDepository Institutions,resulting in us to perform our obligations under the Merger Agreement.having an expense rather than revenue.

In addition, the Merger Agreement places certain restrictions on the conduct of our businesses prior to completion of the merger, and such restrictions, the waiver of which is subject to consent of TD Ameritrade, could prevent us from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the merger that we would have made, taken or pursued if these restrictions were not in place.

CSC and TD Ameritrade may also be subject to lawsuits challenging the merger, and adverse rulings in these lawsuits may delay or prevent the merger from being completed or require CSC or TD Ameritrade to incur significant costs to defend or settle these lawsuits.

If any of these risks materialize, they may materially and adversely affect our businesses, financial condition, financial results, ratings, and/or stock price.

Schwab’s business relationships may be subject to disruption due to uncertainty associated with the merger.

Parties with which we do business may experience uncertainty associated with the merger, including with respect to current or future business relationships with Schwab or the combined business. Schwab’s business relationships may be subject to disruption as parties with which Schwab does business may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Schwab or the combined business. These disruptions could have an adverse effect on the businesses, financial condition, results of operations or prospects of the combined business, including an adverse effect on Schwab’s ability to realize the anticipated benefits of the merger. The risk, and adverse effect, of such disruptions could be exacerbated by a delay in completion of the merger or termination of the Merger Agreement.

After completion of the merger, we may fail to realize the anticipated benefits and cost savings of the merger, which could adversely affect the value of our stock.

The success of the merger will depend, in significant part, on our ability to realize the anticipated benefits and cost savings from combining the businesses of Schwab and TD Ameritrade. Our ability to realize these anticipated benefits and cost savings is subject to certain risks. If Schwab is not able to successfully combine the businesses of Schwab and TD Ameritrade within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the merger may not be realized fully or at all or may take longer to realize than expected, the combined business may not perform as expected and the value of Schwab common stock may be adversely affected.

Schwab and TD Ameritrade have operated and, until completion of the merger, will continue to operate, independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Schwab or TD Ameritrade employees, the loss of clients, the disruption of either company’s or both companies’ ongoing businesses or in unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company.

Schwab will incur significant transaction and merger-related costs in connection with the merger.

We expect to incur a number of non-recurring costs associated with the merger and combining the operations of the two


THE CHARLES SCHWAB CORPORATION


companies. Some of these costs have already been incurred or may be incurred regardless of whether the merger is completed. Schwab also will incur transaction fees and costs related to formulating and implementing integration plans with respect to the two companies, including facilities and systems consolidation costs. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger and the integration of the two companies’ businesses. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

Schwab and TD Ameritrade may have difficulty attracting, motivating and retaining executives and other employees in light of the merger.

Uncertainty about the effect of the merger on Schwab and TD Ameritrade employees may impair Schwab’s and TD Ameritrade’s ability to attract, retain and motivate personnel prior to and following the merger. Employee retention may be particularly challenging during the pendency of the merger, as employees of Schwab and TD Ameritrade may experience uncertainty about their future roles with the combined business. In addition, pursuant to change-in-control provisions in their respective employment agreements or term sheets with TD Ameritrade, certain employees of TD Ameritrade are entitled to receive severance payments upon a constructive termination of employment. Such TD Ameritrade employees potentially could terminate their employment following specified circumstances set forth in their employment agreements or term sheets, including certain changes in such employees’ position, compensation or benefits and collect severance. Such circumstances could occur in connection with the merger as a result of changes in roles and responsibilities. If employees of Schwab or TD Ameritrade depart, the integration of the companies may be more difficult and the combined business following the merger may be harmed. Furthermore, Schwab may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the businesses of Schwab or TD Ameritrade, and Schwab’s ability to realize the anticipated benefits of the merger may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management associated with integrating employees into Schwab.

The merger may not be accretive to Schwab’s earnings per share, which may negatively affect the market price of Schwab common stock following completion of the merger.

In connection with the completion of the merger, Schwab expects to issue approximately 586 million Schwab common shares. The issuance of new Schwab common shares could have the effect of depressing the market price of Schwab common shares.

Based on the anticipated synergies between Schwab and TD Ameritrade, the merger is expected to be accretive to Schwab’s earnings per share in the third year following completion of the merger. However, future events and conditions could reduce or delay the accretion that is currently projected or result in the merger being dilutive to Schwab’s earnings per share, including adverse changes in market conditions, additional transaction and integration related costs and other factors such as the failure to realize some or all of the benefits anticipated in the merger. Any dilution of, reduction in, or delay of any accretion to, Schwab’s earnings per share could cause the price of shares of Schwab common stock to decline or grow at a reduced rate.

If our pending merger with TD Ameritrade is completed, our stockholders’ ownership percentage will be diluted.

If the proposed merger is completed, we will issue to TD Ameritrade stockholders shares of our common stock. As a result of the issuance of these shares of our common stock, our stockholders will own a smaller percentage of the combined company after the merger and will therefore have a reduced voting interest. In addition, TD Bank will become our largest stockholder.


Item 1B.     Unresolved Staff Comments

None.



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THE CHARLES SCHWAB CORPORATION


Item 2.     Properties

As part of our real estate energy management program, Schwab incorporates sustainable practices and procedures to guide our facilities’ design, materials, and building technologies. A summary of Schwab’s significant locations is presented in the following table.
December 31, 2019Square Footage
December 31, 2021December 31, 2021Square Footage
(amounts in thousands)LeasedOwned(amounts in thousands)LeasedOwned
Location Location
Corporate headquarters: Corporate headquarters:
San Francisco, CA (1)
481

Westlake, TXWestlake, TX188 687 
Service and other office space: Service and other office space:
Denver, CODenver, CO— 767 
Phoenix, AZ28
728
Phoenix, AZ32 728 
Denver, CO
731
Dallas, TX318
293
Omaha, NEOmaha, NE119 578 
Austin, TX83
490
Austin, TX— 561 
San Francisco, CASan Francisco, CA417 — 
Southlake, TXSouthlake, TX13 375 
St. Louis, MOSt. Louis, MO— 319 
Chicago, ILChicago, IL237 — 
Jersey City, NJJersey City, NJ208 — 
Indianapolis, IN
161
Indianapolis, IN— 161 
Orlando, FL159

Orlando, FL159 — 
Chicago, IL146

Richfield, OH
117
Richfield, OH— 117 
San Diego, CASan Diego, CA111 — 
El Paso, TX
105
El Paso, TX— 105 
(1)
The Company has announced its intention to eventually relocate our corporate headquarters to the Dallas, Texas area.

The square footage amounts presented in the table above are net of space that has been subleased to third parties. Our corporate headquarters, data centers, offices, and service centers support both of our segments.

The Company’s acquisition of TD Ameritrade expanded the Company’s branch footprint. As of December 31, 2019,2021, the Company had over 360approximately 400 domestic branch offices in 48 states and substantiallythe District of Columbia, as well as locations in Puerto Rico, the United Kingdom, Hong Kong, and Singapore. Substantially all branch offices are located in leased premises.
໿


Item 3.     Legal Proceedings
Item 3.Legal Proceedings

For a discussion of legal proceedings, see Item 8 – Note 14.15.


Item 4.Mine Safety Disclosures
Item 4.     Mine Safety Disclosures

Not applicable.


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THE CHARLES SCHWAB CORPORATION


PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Information

CSC’s common stock is listed on The New York Stock Exchange under the ticker symbol SCHW. The number of common stockholders of record as of January 31, 2020,2022, was 5,614.5,451. The closing market price per share on that date was $45.55.  $87.70.

The following graph shows a five-year comparison of cumulative total returns for CSC’s common stock, the Standard & Poor’s® 500 Index, and the Dow Jones U.S. Investment Services Index, each of which assumes an initial investment of $100 and reinvestment of dividends.

totalreturnlinegraph.jpgschw-20211231_g1.gif

December 31,2014
 2015
 2016
 2017
 2018
 2019
December 31,20162017 2018201920202021
The Charles Schwab Corporation$100
 $110
 $133
 $174
 $142
 $166
The Charles Schwab Corporation$100 $131 $107 $125 $141 $227 
Standard & Poor’s 500 Index$100
 $101
 $114
 $138
 $132
 $174
Standard & Poor’s 500 Index$100 $122 $116 $153 $181 $233 
Dow Jones U.S. Investment Services Index$100
 $100
 $126
 $157
 $139
 $172
Dow Jones U.S. Investment Services Index$100 $125 $110 $137 $161 $226 

Securities Authorized for Issuance Under Equity Compensation Plans

For information relating to compensation plans under which our equity securities are authorized for issuance, see Item 8 – Note 1921 and Part III – Item 12.
- 24 -



THE CHARLES SCHWAB CORPORATION


Issuer Purchases of Equity Securities

The following table summarizes purchases made by or on behalf of CSC of its common stock for each calendar month in the fourth quarter of 20192021 (in millions, except number of shares, which are in thousands, and per share amounts):
MonthTotal Number of Shares PurchasedAverage
Price Paid
per Share
Total Number of Shares Purchased as Part of Publicly Announced ProgramApproximate Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced Program
October:
Share repurchase program (1)
— $— — $1,780 
Employee transactions (2)
39 $74.16 N/AN/A
November:
Share repurchase program (1)
— $— — $1,780 
Employee transactions (2)
614 $82.07 N/AN/A
December:
Share repurchase program (1)
— $— — $1,780 
Employee transactions (2)
120 $80.73 N/AN/A
Total:
Share repurchase program (1)
— $— — $1,780 
Employee transactions (2)
773 $81.46 N/AN/A
MonthTotal Number of Shares Purchased Average
Price Paid
per Share
 Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced Program
October:       
Share repurchase program (1)
6,357
 $36.00
 6,357
 $1,780
Employee transactions (2)
3
 $36.85
 N/A
 N/A
November:       
Share repurchase program (1)

 $
 
 $1,780
Employee transactions (2)
652
 $41.97
 N/A
 N/A
December:       
Share repurchase program (1)

 $
 
 $1,780
Employee transactions (2)
5
 $49.77
 N/A
 N/A
Total:       
Share repurchase program (1)
6,357
 $36.00
 6,357
 $1,780
Employee transactions (2)
660
 $42.01
 N/A
 N/A
໿
(1) All shares were repurchased under an authorization approved by CSC’s Board of Directors of up to $4.0 billion of common stock publicly announced by CSC on January 30, 2019. The authorization does not have an expiration date.
(2) Includes restricted shares withheld (under the terms of grants under employee stock incentive plans) to offset tax withholding obligations that occur upon vesting and release of restricted shares. CSC may receive shares delivered or attested to pay the exercise price and/or to satisfy tax withholding obligations by employees who exercise stock options granted under employee stock incentive plans, which are commonly referred to as stock swap exercises.
N/A Not applicable.



THE CHARLES SCHWAB CORPORATION


Item 6.Selected Financial Data

Selected Financial and Operating Data             
(In Millions, Except Per Share Amounts, Ratios, or as Noted)            
 Growth Rates          
 
Compounded
4-Year
2015-2019 (1)
 
Annual
1-Year
2018-2019
 2019 2018 2017 2016 2015
Results of Operations             
Net revenues14% 6% $10,721
 $10,132
 $8,618
 $7,478
 $6,380
Expenses excluding interest9% 5% $5,873
 $5,570
 $4,968
 $4,485
 $4,101
Net income26% 6% $3,704
 $3,507
 $2,354
 $1,889
 $1,447
Net income available to common stockholders27% 6% $3,526
 $3,329
 $2,180
 $1,746
 $1,364
Earnings per common share:             
Basic27% 9% $2.69
 $2.47
 $1.63
 $1.32
 $1.04
Diluted27% 9% $2.67
 $2.45
 $1.61
 $1.31
 $1.03
Dividends declared per common share30% 48% $.68
 $.46
 $.32
 $.27
 $.24
Weighted-average common shares outstanding:             
Basic (3)% 1,311
 1,348
 1,339
 1,324
 1,315
Diluted (3)% 1,320
 1,361
 1,353
 1,334
 1,327
Net interest revenue as a percentage of net revenues    61% 57% 50% 44% 40%
Asset management and administration fees as a
percentage of net revenues
    30% 32% 39% 41% 41%
Trading revenue as a percentage of net revenues    6% 8% 8% 11% 14%
Effective income tax rate    23.6% 23.1% 35.5% 36.9% 36.5%
Performance Measures             
Net revenue growth    6% 18% 15% 17% 5%
Pre-tax profit margin    45.2% 45.0% 42.4% 40.0% 35.7%
Return on average common stockholders’ equity    19% 19% 15% 14% 12%
Financial Condition (at year end)
             
Total assets12% (1)% $294,005
 $296,482
 $243,274
 $223,383
 $183,705
Short-term borrowings  
 
 $15,000
 
 
Long-term debt27% 8% $7,430
 $6,878
 $4,753
 $2,876
 $2,877
Preferred stock18%  $2,793
 $2,793
 $2,793
 $2,783
 $1,459
Total stockholders’ equity13% 5% $21,745
 $20,670
 $18,525
 $16,421
 $13,402
Assets to stockholders’ equity ratio    14
 14
 13
 14
 14
Debt to total capital ratio (2)
    25% 25% 52% 15% 18%
Employee Information             
Full-time equivalent employees (at year end, in thousands)7% 1% 19.7
 19.5
 17.6
 16.2
 15.3
(1) The Compounded 4-year growth rate is computed using the formula: Compound annual growth rate = (Ending Value / Beginning Value) .25– 1.
(2) The Debt to total capital ratio is computed using the formula: Total Debt (short and long-term) / (Total Debt + Stockholders’ Equity).


Item 6.     Reserved


- 25 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

Item 7.    Management’s Discussion and Analysisof Financial Condition and Results of Operations

Item 7.

Management’s Discussion and Analysisof Financial Condition and Results of Operations


FORWARD-LOOKING STATEMENTS

In addition to historical information, this Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “estimate,” “appear,” “could,” “would,” “expand”,“expand,” “aim,” “maintain,” “continue,” “seek,” and other similar expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect management’s beliefs, objectives, and expectations as of the date hereof, are estimates based on the best judgment of Schwab’s senior management. These statements relate to, among other things:

The acquisition of TD Ameritrade; the acquisition of assets of USAA-IMCO, the related funding, and entering into a referral agreement; and the expected closing dates of the acquisitions (see Business Acquisitions in Part I, Item 1; Overview and Capital Management in Part II, Item 7; Commitments and Contingencies in Part II, Item 8 – Notes to Consolidated Financial Statements (Item 8) – Note 14);
Maximizing our market valuation and stockholder returns over time; our belief that developing trusted relationships will translate into more client assets which drives revenue and, along with expense discipline and thoughtful capital management, generates earnings growth and builds stockholder value; and maintaining our market position (see Business Strategy and Competitive Environment and Products and Services in Part I, Item 1);
The impact of pricing reductions on our value proposition, competitive positioningExpected benefits from the TD Ameritrade and long-term growth inother recently completed acquisitions; and expected timing for the TD Ameritrade client assetsconversion (see Business and accounts (see Sources of Net RevenuesAsset Acquisitions in Part I, Item I;1; Overview – Business and Asset Acquisitions in Part II, Item 7)7; Business Acquisitions in Part II, Item 8 – Note 3; and Exit and Other Related Liabilities in Note 16);
The impact of legal proceedings and regulatory matters (see Legal Proceedings in Part I, Item 33; and Commitments and Contingencies in Part II, Item 8 – Note 14)15);
Commitment to balancing long-term profitability with reinvesting for growth; business growth; meaningful capital returns;Driving strategic priorities of scale and intent to return excess capital above our long-term operating objective of 6.75% - 7.00%efficiency, win-win monetization and segmentation (see Overview in Part II, Item 7);
Cost estimates and timing related to the TD Ameritrade integration, including acquisition and integration-related costs and capital expenditures, cost synergies, and exit and other related costs (see Overview – Business and Asset Acquisitions in Part II, Item 7; Results of Operations – Total Expenses Excluding Interest; and Exit and Other Related Liabilities in Part II, Item 8 – Note 16);
The adjustment of rates paid on client-related liabilities; client cash sorting; reducing exposure to lower rates; and the duration difference between liabilities and assetsmoney market fund fee waivers (see Results of Operations – Net Interest Revenue and Asset Management and Administration Fees in Part II, Item 7);
Capital expenditures (see Results of Operations – Total Expenses Excluding Interest in Part II, Item 7);
The phase-out of the use of LIBOR (see Risk Management – Expected Phase-out of LIBOR in Part II, Item 7);
Sources of liquidity, capital, and level of dividendsdividends; and Tier 1 Leverage Ratio operating objective (see Liquidity Risk, Capital Management, Regulatory Capital Requirements, and Dividends in Part II, Item 7);
The migration of IDA balances to our balance sheet (see Capital ratios (seeManagement – Regulatory Capital Requirements in Part II, Item 7)7; and Commitments and Contingencies in Part II, Item 8 – Note 15);
The expected impact of new accounting standards not yet adopted (see Summary of Significant Accounting Policies in Part II, Item 8 – Note 2); and
The likelihood of indemnification and guarantee payment obligations and clients failing to fulfill contractual obligations (see Commitments and Contingencies in Part II, Item 8 – Note 14)15 and Financial Instruments Subject to Off-Balance Sheet Credit Risk – Client Trade Settlement in Note 17).

Achievement of the expressed beliefs, objectives and expectations described in these statements is subject to certain risks and uncertainties that could cause actual results to differ materially from the expressed beliefs, objectives, and expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K or, in the case of documents incorporated by reference, as of the date of those documents.

Important factors that may cause actual results to differ include, but are not limited to:
The timing and the ability of us and TD Ameritrade to satisfy the closing conditions in the merger agreement, including stockholder and regulatory approvals;
The timing and the ability of us and USAA-IMCO to satisfy the closing conditions in the purchase agreement, including regulatory approvals and the implementation of conversion plans;
The timing and extent to which we realize expected revenue, expense and other synergies from our acquisitions;
General market conditions, including equity valuations, trading activity, the level of interest rates equity valuations,– which can impact money market fund fee waivers, and trading activity;credit spreads;
Our ability to attract and retain clients, develop trusted relationships, and grow client assets;
Client use of our advisory and lending solutions and other products and services;
The level of client assets, including cash balances;
Competitive pressure on pricing, including deposit rates;
- 26 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Competitive pressure on pricing, including deposit rates;
Client sensitivity to rates;
Regulatory guidance;
Capital and liquidity needs and management;
Our ability to manage expenses;
Our ability to attract and retain talent;
Our ability to develop and launch new and enhanced products, services, and capabilities, as well as implementenhance our infrastructure, in a timely and successful manner;
The effect of pricing reductions on client acquisition, retention and asset levels, including cash balances;
The Company’sOur ability to monetize client assets;
The scope and duration of the COVID-19 pandemic and actions taken by governmental authorities to contain the spread of the virus and the economic impact;
Our ability to support client activity levels;
The risk that expected cost synergies and other benefits from the TD Ameritrade and other recent acquisitions may not be fully realized or may take longer to realize than expected and that integration-related expenses may be higher than expected;
The ability to successfully implement integration strategies and plans relating to TD Ameritrade;
The timing and scope of campus expansion workintegration-related and other technology projects;
Real estate and workforce decisions;
Migrations of BDA balances;
Prepayment levels for mortgage-backed securities;
Client cash allocations;
LIBOR trends;
Adverse developments in litigation or regulatory matters and any related charges;
Potential breaches of contractual terms for which we have indemnification and guarantee obligations; and
Client cash sortingactivity, including daily average trades; margin balances; and net equity sales.balance sheet cash.

Certain of these factors, as well as general risk factors affecting the Company, are discussed in greater detail in Risk Factors in Part I, Item 1A.
- 27 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


GLOSSARY OF TERMS

Active brokerage accounts: Brokerage accounts with activity within the preceding 270 days.

Accumulated Other Comprehensive Income (AOCI): A component of stockholders’ equity which primarily includes unrealized gains and losses on available for sale (AFS) securities and net gains or losses associated with pension obligations.securities.

Asset-backed securities: Debt securities backed by financial assets such as loans or receivables.

Assets receiving ongoing advisory services: Market value of all client assets custodied at the Company under the guidance of an independent advisor or enrolled in one of Schwab’s advice solutions at the end of the reporting period.

Bank deposit account balances (BDA balances): Clients’ uninvested cash balances held off-balance sheet in deposit accounts at unconsolidated third-party financial institutions, pursuant to the IDA agreement and agreements with other third-party financial institutions. Average BDA balances represent the daily average balance for the reporting period.

Basel III: Global regulatory standards on bank capital adequacy and liquidity issued by the Basel Committee on Banking Supervision.

Basis point: One basis point equals 1/100th of 1%, or 0.01%.

Client assets: The market value, as of the end of the reporting period, of all client assets in our custody, BDA balances, and proprietary products, which includes both cash and securities. Average client assets are the daily average client asset balance for the reporting period.

Client cash as a percentage of client assets: Calculated as the value, at the end of the reporting period, of all proprietary money market fund balances, bank deposits, Schwab One® balances, BDA balances, and certain cash equivalents divided by client assets.

Common Equity Tier 1 (CET1) Capital: The sum of common stock and related surplus net of treasury stock, retained earnings, AOCI, and qualifying minority interests, less applicable regulatory adjustments and deductions. See Current Regulatory Environment and Other Developments for information on recently issued rules that will impact Schwab’s regulatory capital requirements.

Common Equity Tier 1 Risk-Based Capital Ratio: The ratio of CET1 Capital to total risk-weighted assets as of the end of the period.

Core net new client assets: Net new client assets before significant one-time inflows or outflows, such as acquisitions/divestitures or extraordinary flows (generally greater than $10 billion) relating to a specific client. These flows may span multiple reporting periods. 

Customer Protection Rule: Refers to Rule 15c3-3 of the Securities Exchange Act of 1934.

Daily Average Revenue Trades (DARTs): Total revenue trades during a certain period, divided by the number of trading days in that period. Revenue trades include all client trades that generate trading revenue (i.e., commission revenue or principal transaction revenue).

Daily Average Trades (DATs): Includes daily average revenue trades by clients, trades by clients in asset-based pricing relationships, and all commission-free trades.

Debt to total capital ratio: Calculated as total debt divided by stockholders’ equity and total debt.

Delinquency roll rates: The rates at which loans transition through delinquency stages, ultimately resulting in a loss. Schwab considers a loan to be delinquent if it is 30 days or more past due.

Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank)(Dodd-Frank Act): Regulatory reform legislation containing numerous provisions which expanded prudential regulation of large financial services companies.

Duration: Duration is typically used to measure the expected change in value of a financial instrument for a 1% change in interest rates, expressed in years.
 
- 28 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Final Regulatory Capital Rules: Refers to the regulatory capital rules issued by U.S. banking agencies which implemented Basel III and relevant provisions of Dodd-Frank Act, which apply to savings and loan holding companies, as well as federal savings banks.

First mortgages: Refers to first lien residential real estate mortgage loans.

Full-time equivalent employees: Represents the total number of hours worked divided by a 40-hour work week for the following categories: full-time, part-time, and temporary employees and persons employed on a contract basis.

High Quality Liquid Assets (HQLA): HQLA is defined by the Federal Reserve, but includes assets with low market- and credit risk that are actively traded and readily convertible to cash in times of stress.

Insured Deposit Account (IDA) Agreement: The IDA agreement with the TD Depository Institutions.

Interest-bearing liabilities: IncludesPrimarily includes bank deposits, payables to brokerage clients, short-term borrowings, and long-term debt on which Schwab pays interest.

Interest-earning assets: IncludesPrimarily includes cash and cash equivalents, cash and investments segregated, broker-related receivables, receivables from brokerage clients, investment securities, and bank loans on which Schwab earns interest.

Investment grade: Defined as a rating equivalent to a Moody’s Investors Service (Moody’s) rating of “Baa”“Baa3” or higher, or a Standard & Poor’s Rating Group (Standard & Poor’s) or Fitch Ratings, Ltd (Fitch) rating of “BBB-” or higher.

Liquidity Coverage Ratio (LCR): The ratio of HQLA to projected net cash outflows during a 30-day stress scenario.

Loan-To-Value (LTV) ratio: Calculated as the principal amount of a loan divided by the value of the collateral securing the loan.

Margin loans: Advances made to brokerage clients onMoney borrowed against the value of certain stocks, bonds, and mutual funds in a secured basisclient portfolio. The borrowed money can be used to purchase additional securities or carry securities reflected in receivables from brokerage clients on the consolidated balance sheets.to meet short-term financial needs.

Master netting arrangement: An agreement between two counterparties that have multiple contracts with each other that provides for net settlement of all contracts through a single cash payment in the event of default or termination of any one contract.

Mortgage-backed securities: A type of asset-backed security that is secured by a mortgage or group of mortgages.

Net interest margin: Net interest revenue (annualized for interim periods) divided by average interest-earning assets.

Net new client assets: Total inflows of client cash and securities to Schwab less client outflows. Inflows include dividends and interest; outflows include commissions and fees. Capital gains distributions are excluded.

Net Stable Funding Ratio (NSFR): Measures an organization’s “available”The ratio of the amount of available stable funding relative to its “required”the amount of required stable funding over a one-year time horizon.funding.

New brokerage accounts: All brokerage accounts opened during the period, as well as any accounts added via acquisition.

Nonperforming assets: The total of nonaccrual loans and other real estate owned.

Order flow revenue: Net compensation received from markets and firms to which CS&Co sendsour broker-dealer subsidiaries send equity and options orders. The amount reflects rebates received for certain types of orders, less fees paid for orders where exchange fees or other charges apply.

Pledged Asset Line® (PAL): A non-purpose revolving line of credit from CSBa banking subsidiary secured by eligible assets held in a separate pledged brokerage account maintained at CS&Co.

- 29 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

Return on average common stockholders’ equity: Calculated as net income available to common stockholders (annualized for interim periods) divided by average common stockholders’ equity.

THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Risk-weighted assets: Computed by assigning specific risk-weightings to assets and off-balance sheet instruments for capital adequacy calculations.

Tier 1 Capital: The sum of CET1 Capital and additional Tier 1 Capital instruments and related surplus, less applicable adjustments and deductions.

Tier 1 Leverage Ratio: End-of-period Tier 1 Capital divided by adjusted average total consolidated assets for the quarter.period.

Trading days: Days in which the markets/exchanges are open for the buying and selling of securities. Early market closures are counted as half-days.

U.S. federal banking agencies: Refers to the Federal Reserve, the OCC, the FDIC, and the CFPB.

Uniform Net Capital Rule: Refers to Rule 15c3-1 under the Securities Exchange Act of 1934, which specifies minimum capital requirements that are intended to ensure the general financial soundness and liquidity of broker-dealers at all times.
- 30 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


OVERVIEW

Management focuses on several client activity and financial metrics in evaluating Schwab’s financial position and operating performance. We believe that metrics relating to net new and total client assets, as well as client cash levels and utilization of advisory services, offer perspective on our business momentum and client engagement. Data on new and total client brokerage accounts provides additional perspective on our ability to attract and retain new business. Total net revenue growth, pre-tax profit margin, EPS, return on average common stockholders’ equity, and the Consolidated Tier 1 Leverage Ratio provide broad indicators of Schwab’s overall financial health, operating efficiency, and ability to generate acceptable returns. Total expenses excluding interest as a percentage of average client assets is a measure of operating efficiency.

Our consolidated financial statements include the results of operations and financial condition of TD Ameritrade beginning on October 6, 2020, as discussed below. Results for the years ended December 31, 2019, 2018,2021, 2020, and 20172019 are as follows:
Growth Rate 1-Year 2018-2019 2019 2018 2017Growth Rate 1-Year 2020-2021202120202019
Client Metrics      Client Metrics
Net new client assets (in billions) (1)
66% $222.8
 $133.9
 $233.1
Net new client assets (in billions) (1)
(74)%$516.2 $1,952.5 $222.8 
Core net new client assets (in billions)(7)% $211.7
 $227.8
 $198.6
Core net new client assets (in billions)98%$558.2 $281.9 $211.7 
Client assets (in billions, at year end)24% $4,038.8
 $3,252.2
 $3,361.8
Client assets (in billions, at year end)22%$8,138.0 $6,691.7 $4,038.8 
Average client assets (in billions)8% $3,682.0
 $3,409.6
 $3,060.2
Average client assets (in billions)64%$7,493.8 $4,579.0 $3,682.0 
New brokerage accounts (in thousands)(1)% 1,568
 1,576
 1,441
New brokerage accounts (in thousands) (2)
New brokerage accounts (in thousands) (2)
(61)%7,306 18,627 1,568 
Active brokerage accounts (in thousands, at year end)6% 12,333
 11,593
 10,755
Active brokerage accounts (in thousands, at year end)12%33,165 29,629 12,333 
Assets receiving ongoing advisory services (in billions, at year end)23% $2,106.8
 $1,708.5
 $1,699.8
Assets receiving ongoing advisory services (in billions, at year end)23%$4,064.4 $3,300.1 $2,106.8 
Client cash as a percentage of client assets (at year end) 11.3% 12.8% 10.8%Client cash as a percentage of client assets (at year end)10.9 %12.3 %11.3 %
Company Financial Metrics      
Company Financial Information and MetricsCompany Financial Information and Metrics
Total net revenues6% $10,721
 $10,132
 $8,618
Total net revenues58%$18,520 $11,691 $10,721 
Total expenses excluding interest5% 5,873
 5,570
 4,968
Total expenses excluding interest46%10,807 7,391 5,873 
Income before taxes on income6% 4,848
 4,562
 3,650
Income before taxes on income79%7,713 4,300 4,848 
Taxes on income8% 1,144
 1,055
 1,296
Taxes on income86%1,858 1,001 1,144 
Net income6% $3,704
 $3,507
 $2,354
Net income77%$5,855 $3,299 $3,704 
Preferred stock dividends and other 178
 178
 174
Preferred stock dividends and other93%495 256 178 
Net income available to common stockholders6% $3,526
 $3,329
 $2,180
Net income available to common stockholders76%$5,360 $3,043 $3,526 
Earnings per common share — diluted9% $2.67
 $2.45
 $1.61
Earnings per common share — diluted (3)
Earnings per common share — diluted (3)
33%$2.83 $2.12 $2.67 
Net revenue growth from prior year 6% 18% 15%Net revenue growth from prior year58 %%%
Pre-tax profit margin 45.2% 45.0% 42.4%Pre-tax profit margin41.6 %36.8 %45.2 %
Return on average common stockholders’ equity 19% 19% 15%Return on average common stockholders’ equity11 %%19 %
Expenses excluding interest as a percentage of average client assets 0.16% 0.16% 0.16%Expenses excluding interest as a percentage of average client assets0.14 %0.16 %0.16 %
Consolidated Tier 1 Leverage Ratio (at year end) 7.3% 7.1% 7.6%Consolidated Tier 1 Leverage Ratio (at year end)6.2 %6.3 %7.3 %
Non-GAAP Financial Measures (4)
Non-GAAP Financial Measures (4)
Adjusted total expenses (5)
Adjusted total expenses (5)
$9,724 $6,759 $5,820 
Adjusted diluted EPS (3)
Adjusted diluted EPS (3)
$3.25 $2.45 $2.70 
Return on tangible common equityReturn on tangible common equity22 %15 %21 %
(1) 2019 and 2017 include inflows2021 includes outflows of $11.1$42.0 billion and $34.5 billion, respectively, from certain mutual fund clearing services clients. 20182020 includes outflowsinflows of $93.9$1.6 trillion related to the acquisition of TD Ameritrade, $79.9 billion related to the acquisition of the assets of USAA-IMCO, $8.5 billion related to the acquisition of Wasmer Schroeder, and $10.9 billion from a mutual fund clearing services client. 2019 includes inflows of $11.1 billion from certain mutual fund clearing services clients.

2019 Compared to 2018

Schwab delivered solid financial results in 2019 while taking significant steps to further enhance our offer to clients and help position the Company to build value for our stakeholders over the long-term. Throughout the year, investor sentiment reflected a complex market environment that included global trade negotiations and an uncertain domestic economic outlook. The Federal Reserve ended up cutting the federal funds target interest rate three times, in a reversal of the increases seen in 2018. At the same time, stocks continued to rise, with the S&P 500 increasing 29% during the year. Core net new assets totaled $211.7 billion for the year, representing an organic growth rate of 7% and our second consecutive year over $200 billion. Clients opened 1.6(2) 2020 includes 14.5 million new brokerage accounts in 2019, while activerelated to the acquisition of TD Ameritrade and 1.1 million new brokerage accounts grew 6%related to 12.3 million. Our success in asset gathering combinedthe acquisition of assets from USAA-IMCO.
(3) In connection with strong market returns drove total client assetsthe acquisition of TD Ameritrade, Schwab issued approximately 586 million common shares to reach $4.04 trillion atTD Ameritrade stockholders, increasing our weighted average common shares outstanding for the years ended December 31, 2019, closing2021 and 2020, compared to the year up 24%.ended December 31, 2019.
(4) See Non-GAAP Financial Measures for further details and a reconciliation of such measures to GAAP reported results.
(5) Adjusted total expenses is a non-GAAP financial measure adjusting total expenses excluding interest. See Non-GAAP Financial Measures.

- 31 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


2021 Compared to 2020
Company actions
Schwab delivered strong growth and financial performance in 2021, consistently executing on our “Through Clients’ Eyes” strategy throughout a fluctuating macroeconomic environment. Early in 2021 we saw strengthened investor optimism, fueled by an advancing economic recovery and signs of improvement in the COVID-19 pandemic. As the year progressed, debates increased over the pace of economic growth, the path of inflation, and the ultimate impact of multiple global market disruptions. After major equity indices rose throughout the first half of 2021, they were essentially flat during the summer months before ending the year at near-record levels. While short-term interest rates remained near zero throughout 2021, longer-term rates began to benefit clientsrise initially, then eased and build long-term value during 2019 included the elimination of online trading commissions for U.S. and Canadian-listed stocks and ETFs, as wellrose again as the base charge on options, which became effective October 7th. The Company10-year Treasury yield finally ended 2021 at 1.52%, up 59 basis points from year-end 2020.

Investors were actively engaged with the markets throughout 2021, including extraordinary trading volume in the first quarter, and client activity throughout the remainder of the year also announced two significant acquisitionsgenerally exceeded the fourth quarter of 2020 when we included TD Ameritrade in our results for the first time. Asset gathering was strong throughout 2021, as core net new assets totaled $558.2 billion, representing an 8% annual organic growth rate from year-end 2020. We ended 2021 with $8.14 trillion in client assets and 33.2 million brokerage accounts, representing increases of 22% and 12%, respectively, from December 31, 2020. Even as we worked to support heightened levels of client activity during the year. In July,2021, the Company agreedcontinued to acquire assetsdrive progress across our key strategic priorities of USAA-IMCOscale and agreedefficiency, win-win monetization, and segmentation. We made significant progress on our integration of TD Ameritrade, and continue to enter intoexpect to complete client conversion within 30 to 36 months from the October 6, 2020 acquisition date.

Schwab produced strong financial performance during 2021, reflecting consistent execution of our strategy, strong client engagement, and a long-term referral agreement. In late November, we entered into a definitive agreement to acquire TD Ameritrade.

Against the backdrop of the more challenging than expectedgenerally supportive macroeconomic environment and our own pricing decisions, Schwab’s netbackdrop. Net income totaled $3.7$5.9 billion in 2019, an increase of $197 million, or 6%. Dilutedduring 2021, increasing 77% from 2020, while diluted earnings per common share grew(EPS) amounted to $2.67, representing an increase$2.83, increasing 33% from the prior year. Adjusted diluted EPS (1), which excludes acquisition and integration-related costs, amortization of 9%acquired intangible assets, and related income tax effects, amounted to $3.25, increasing 33% from 2018.

2020. Our financial results were significantly impacted by the inclusion of TD Ameritrade for the full year of 2021.

Total net revenues reached $10.7increased 58% from 2020 to reach $18.5 billion up 6% in 2019.2021, supported by growth across all of our major revenue streams. Net interest revenue increased 12%totaled $8.0 billion in 2019 to $6.5 billion, driven by higher average investment yields and also by an increase in client cash balances held at our bank and broker-dealer subsidiaries. While trading revenue declined 19% to $617 million2021, increasing 31% from 2020 primarily due to the inclusion of TD Ameritrade as well as significant growth in interest-earning assets, including rising investment portfolio balances and increased utilization of our pricing actions, assetrange of lending products, partially offset by lower average yields. Asset management and administration fees remained essentially flat with 2018 at $3.2grew 23% over the prior year to reach $4.3 billion decreasing 1%. Growing enrollmentdue to the inclusion of TD Ameritrade as well as rising balances in advice solutions along with rising balances in otherand both proprietary and third-party mutual funds helped to largelyand ETFs, partially offset declines in Mutual Fund OneSource® andby lower sweeprevenue on money market fundfunds.

Trading revenue duewas $4.2 billion in 2021, nearly three times the prior year total of $1.4 billion, as the full-year inclusion of TD Ameritrade and the overall strong trading environment drove a significant increase in DATs. Trading revenue was also helped in 2021 by a higher proportion of derivatives trades, which contributed to transfershigher revenue per trade. A full year of sweep money market fundsbank deposit account fees totaled $1.3 billion in 2021. BDA balances totaled $158.6 billion at December 31, 2021, down 3% from the year-end 2020 balance of $163.5 billion, reflecting migrations to ourSchwab’s balance sheet in 2018 and early 2019.during 2021.


Total expenses excluding interest increasedwere $10.8 billion in 2021, increasing 46% from 2020 due to the full-year inclusion of TD Ameritrade’s results as well as higher compensation and benefits expense, which was driven by additional headcount to support our expanding client base and a higher bonus accrual, as well as merit increases and a 5% in 2019 to $5.9 billion, which included $62employee salary increase we implemented at the end of the third quarter. During 2021, acquisition and integration-related costs were $468 million, increasing from $442 million in severance charges associated with a 3% reduction in our workforce2020, and $25amortization of acquired intangible assets totaled $615 million, rising from $190 million in costs relating to the announced acquisitions2020. Exclusive of assetsthese items, adjusted total expenses (1) were $9.7 billion in 2021, increasing 44% from 2020.

Return on average common stockholders’ equity was 11% in 2021, growing from 9% in 2020, and return on tangible common equity (1) (ROTCE) was 22% in 2021, up from 15% in 2020. The increases in both return on average common stockholders’ equity and ROTCE were primarily a result of USAA-IMCOsignificantly higher net income in 2021.

(1) Adjusted diluted EPS, adjusted total expenses, and TD Ameritrade. Our ongoing focusreturn on driving efficiency while managing our spending in a disciplined manner helped us maintain a ratio of expenses to client assets of 16 bpstangible common equity are non-GAAP financial measures. Please see Non-GAAP Financial Measures for 2019. Reflecting our commitment to balancing long-term profitability with reinvesting for growth, we achieved a 45.2% pre-tax profit marginfurther details and a 19% return on equity in 2019, representing our second consecutive yearreconciliation of at least 45% and 19%, respectively.

Disciplined balance sheet management remains coresuch measures to our strategy as we continue to support business growth and meaningful capital returns across a range of conditions. In early 2019, the Board of Directors raised the quarterly cash dividend 31% to $0.17 per share and authorized the repurchase of up to $4.0 billion of common stock; during 2019 we repurchased 55 million shares for $2.2 billion under this authorization. As of December 31, 2019, our balance sheet assets were $294 billion, down 1% from a year ago; our Tier 1 Leverage Ratio was 7.3% at year-end. As the Company continues to grow both organically and through our pending acquisitions, our intent to return excess capital above our long-term operating objective of 6.75%-7.00% remains in place.

Planned Acquisitions

TD Ameritrade: On November 25, 2019, CSC announced a definitive agreement to acquire TD Ameritrade in an all-stock transaction. At the time of announcement, TD Ameritrade had approximately twelve million brokerage accounts and $1.3 trillion in total client assets. Under the agreement, TD Ameritrade stockholders will receive 1.0837 CSC shares for each TD Ameritrade share. Based on the closing price of CSC common stock on November 20, 2019, the merger consideration represented approximately $26 billion. The Company anticipates this transaction will add scale to help support the Company’s ongoing efforts to enhance the client experience, provide deeper resources for RIAs, and continue to improve our operating efficiency. The transaction is expected to close in the second half of 2020, subject to satisfaction of closing conditions. Under certain circumstances, CSC or TD Ameritrade could be required to pay the other party a termination fee of $950 million or reimburse the other party’s fees up to $50 million.GAAP reported results.

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Assets of USAA-IMCO:
On July 25, 2019, the Company announced a definitive agreement to acquire assets of USAA-IMCO, including over one million brokerage and managed portfolio accounts with approximately $90 billion in client assets at the time of announcement, for $1.8 billion in cash. The companies have also agreed to enter into a long-term referral agreement, effective at closing of the acquisition, which would make Schwab the exclusive wealth management and brokerage provider for USAA members. The transaction is expected to close in mid-2020, subject to satisfaction of closing conditions, including regulatory approvals and the implementation of conversion plans.

The Company expects to recognize significant amounts of goodwill and amortizable intangible assets as part of the planned acquisitions.

THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


2018 ComparedThe Company continued its consistent approach to 2017

Net income increased by $1.2balance sheet management in 2021, supporting overall growth and liquidity. Total balance sheet assets rose to $667.3 billion or 49%, in 2018,at December 31, 2021, increasing 22% from year-end 2020, driven primarily by client asset flows, as well as $10.6 billion in BDA balance migrations. We also added a net $10.2 billion to outstanding short-term borrowings and long-term debt for liquidity management purposes, and increased preferred stock by a net $2.3 billion to help support continued business momentum, a supportive economic environment for muchgrowth. The Company’s Tier 1 Leverage Ratio was 6.2% at year-end 2021.

Though significantly heightened client activity levels during the first quarter of 2021 impacted our service quality at times, we took multiple actions to better deliver the service experience our clients deserve and rely on, including enhancing online self-service capabilities, streamlining our call-routing processes, and increasing hiring. Our efforts began yielding results early in the year, and lower corporate tax rates. Continued execution of our ‘Through Clients’ Eyes’ strategy helped us succeed with clients. In 2018, clients opened 1.6 million new brokerage accounts, helping bring active brokerage accounts to 11.6 million atsignificant improvement in client service levels by the end of the first quarter, and our service levels continued to be improved throughout the remainder of 2021 as client activity moderated.

2020 Compared to 2019

Throughout the extraordinary macroeconomic environment that persisted during 2020, Schwab continued to execute on key strategic initiatives, and produced solid financial results. The impact of COVID-19, along with social and political turmoil, created an unprecedented combination of personal and macroeconomic challenges for our clients, employees, and stockholders. While working through these challenges, we progressed in advancing the Company’s strategic goals to drive scale, monetization, and segmentation in ways that benefit our clients. Among the Company’s key accomplishments in 2020 were the successful completion of the acquisition of TD Ameritrade and three other strategic acquisitions, as discussed below.

The COVID-19 pandemic’s rapid escalation in early 2020 was accompanied by volatile equity markets and the Federal Reserve’s further easing of monetary policy. As the year progressed, government aid packages and corevaccine developments helped settle the markets, with the S&P 500® erasing its pandemic-related losses to finish up 16% for the year. Throughout 2020, client engagement with the financial markets greatly increased over the prior year, as client trading activity reached record levels. Core net new assets totaled $227.8$281.9 billion in 2020, representing our third consecutive year of over $200 billion. Total client assets reached $6.69 trillion spread across 29.6 million brokerage accounts, up 15%66% and 140%, respectively, from year-end 2019.

Against this backdrop, Schwab’s net income totaled $3.3 billion, down $405 million, or 11% from 2019, while the 2017 total. Our strong net new assets largely offset lower market valuations, and we ended 2018 at $3.25 trillionCompany produced diluted EPS of $2.12, representing a decrease of 21% relative to 2019. Adjusted diluted EPS (1) amounted to $2.45 in total client assets.2020, down 9% from $2.70 in 2019.

Total net revenue grewrevenues reached $11.7 billion for the year, increasing 9% from 2019. During March 2020, the Federal Reserve acted to support the economy by $1.5 billion, or 18%,cutting the Fed Funds rate from 1.75% to near zero and announcing significant asset purchase programs. Mortgage refinancing activity subsequently accelerated, and our net interest margin was impacted by both significantly lower interest rates and increased prepayments of mortgage-backed securities held in 2018 primarily due to an increaseour investment portfolio. Strong growth in interest-earning assets via client inflows and allocation decisions, as well as our acquisitions of $1.5 billion, or 36%,TD Ameritrade and assets of USAA-IMCO, helped limit the decrease in net interest revenue. The Fed raised the federal funds target interest rate four timesrevenue to 6%, resulting in 2018 for a full-year 2020 total of 100 basis points. The growth of total net revenue resulted from higher interest rates due to the Fed’s rate increases,$6.1 billion.

Growing balances in advisory solutions and also from higher interest-earning assets, which reflect both client cash allocations and the transfer of sweep money market funds to bank and broker-dealer sweep. As we progressed with these transfers, the corresponding money market funda rebound in equity markets in 2020 helped drive an 8% increase in asset management and administration fee revenue naturally declined, yet positive inflowsfees, which totaled $3.5 billion in advice solutions, Schwab equity and bond funds and ETFs, and other third-party mutual funds and ETFs kept asset management fees at $3.2 billion, limiting the decrease to 5% from 2017.2020. Record client trading activity from our clients resultedand the addition of TD Ameritrade in the fourth quarter contributed to an 88% increase in trading revenue, reaching $763 million, an increase of 17% fromwhich reached $1.4 billion for the prior year.

Our increase in total expenses excluding interest of $602 million, or 12%, reflected our 2018 investments to support and fuel our business growth, including hiring additional client-facing and other employees and technology project spending, as well as an increase in marketing andyear, more than offsetting a special stock award of $36 million to our employees. Even with these increases, expenses as a percentage of client assets remained consistent at 16 basis points, and pre-tax income increased 25% to $4.6 billion in 2018, resulting in a pre-tax profit margin of 45.0%. As a resultfull-year impact of the Tax Cuts and Jobs Act of 2017 (the Tax Act), taxes on income decreased 19%commission reductions implemented in 2018, resulting in an effective tax rate of 23.1%. Overall, we generated a 19% return on equity and diluted EPS of $2.45 for the year.

During 2018, the Board of Directors raised the quarterly cash dividend 63% to $0.13 per share and authorized a $1.0 billion Share Repurchase Program, which we completed during the fourth quarter of 2018. These actions reflected2019. With the Company’s strong financial performance andTD Ameritrade acquisition, our confidence in its long-term success; they also demonstrated that effective capital management at Schwab can support both healthy business growth and more meaningful capital returns to stockholders.

Subsequent Events

Infourth quarter 2020 results included bank deposit account fee revenue for the first time, which totaled $355 million for the period from October 2019, the Federal Reserve issued a final enhanced prudential standards rule, and the Federal Reserve, OCC, and the FDIC jointly issued a final regulatory capital and liquidity rule. With total consolidated assets of $294.0 billion at6, through December 31, 2019, CSC is designated2020.

Total expenses excluding interest increased 26% in 2020 to $7.4 billion, which included significant costs related to our acquisitions. With the completion of four acquisitions during the year, acquisition and integration-related costs totaled $442 million in 2020, representing a significant increase from the $26 million incurred in 2019. Amortization of acquired intangible assets also increased, totaling $190 million in 2020 compared with $27 million in 2019. Exclusive of these items, adjusted total expenses (1) increased 16% from 2019. Return on average common stockholders’ equity was 9% in 2020, down from 19% in 2019. ROTCE (1) was 15% in 2020, down from 21% in 2019. The 2020 decreases in both return on average common stockholders’ equity and ROTCE were due to lower net income as a Category III firm pursuantwell as significantly higher balances of common equity due to the framework establishedTDA acquisition and higher AOCI in 2020, driven by the final rules. Accordingly, the Company opted to exclude AOCI from its regulatory capital as permitted by the regulatory capitalunrealized gains in our AFS investment portfolio.

(1) Adjusted diluted EPS, adjusted total expenses, and liquidity rule beginning January 1, 2020. In accordance with ASC 320, Investments – Debt and Equity Securities (ASC 320) and as of January 1, 2020, the Company transferred all of its investment securities designated as held to maturity (HTM) to the AFS category without tainting our intent to hold other debt securities to maturity. At the date of transfer, these securities had a total amortized cost of $134.7 billionreturn on tangible common equity are non-GAAP financial measures. Please see Non-GAAP Financial Measures for further details and a total net unrealized gainreconciliation of $1.4 billion.such measures to GAAP reported results.


CURRENT REGULATORY ENVIRONMENT AND OTHER DEVELOPMENTS

In December 2019, the FDIC issued a proposed rule that would modernize its brokered deposits regulations. Among other things, the proposed rule would clarify the “primary purpose” exception from the definition of a deposit broker for securities broker-dealers such as CS&Co that place deposits through brokerage sweep arrangements under certain conditions. In addition, the proposed rule would create a streamlined application process for obtaining a primary purpose exception where less than 25 percent of a broker-dealer’s customer assets are placed with a depository institution. Schwab is currently evaluating the impact of the proposed rule on its bank sweep program.

In January 2020, the OCC and the FDIC published their jointly proposed revisions to the regulations implementing the CRA. The proposed regulations (i) clarify and expand what qualifies for CRA credit; (ii) expand where CRA activity counts; (iii) provide an objective method to measure CRA activity; and (iv) revise data collection, recordkeeping, and reporting. The
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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Federal Reserve did not joinThroughout 2020, the OCCCompany maintained its disciplined approach to capital management, helping sustain significant balance sheet growth. Schwab’s consolidated total assets ended 2020 at $549 billion, representing growth of $255 billion, or 87%, from year-end 2019, reflecting both our organic growth as well as the acquisitions of TD Ameritrade and the FDICassets of USAA-IMCO. Through offerings in April and December, the Company issued preferred stock totaling approximately $5 billion in 2020, bringing total preferred stock to approximately $7.7 billion, or approximately 25% of Tier 1 Capital at December 31, 2020. The Company’s Tier 1 Leverage Ratio was 6.3% at December 31, 2020.

Business and Asset Acquisitions

TD Ameritrade

Effective October 6, 2020, the Company completed its acquisition of TD Ameritrade. TD Ameritrade provides securities brokerage services, including trade execution, clearing services, and margin lending, through its broker-dealer subsidiaries; and futures and foreign exchange trade execution services through its FCM and FDM subsidiary. At the time of closing, TD Ameritrade had approximately $1.6 trillion in client assets and approximately 14.5 million brokerage accounts. TD Ameritrade’s assets and liabilities were revalued and recorded at their estimated fair value as of the date of acquisition.

The Company expects to continue to incur significant acquisition and integration-related costs and integration-related capital expenditures throughout the integration process. Such costs have included, and are expected to continue to include, professional fees, such as legal, advisory, and accounting fees, compensation and benefits expenses for employees and contractors involved in the proposed regulations.integration work, and costs for technology enhancements. The comment periodCompany has also incurred exit and other related costs to attain anticipated synergies, which are primarily comprised of employee compensation and benefits such as severance pay, other termination benefits, and retention costs, as well as costs related to facility closures such as accelerated amortization and depreciation or impairments of assets in those locations.

The Company’s estimates of the nature, amounts, and timing of recognition of acquisition and integration-related costs remain subject to change based on a number of factors, including the expected duration and complexity of the integration process and the continued uncertainty of the current economic environment. More specifically, factors that could cause variability in our expected acquisition and integration-related costs include the level of employee attrition, workforce redeployment from eliminated positions into open roles, changes in the levels of client activity, as well as increased real estate-related exit cost variability due to effects of the COVID-19 pandemic including changes in remote working trends.

As a result of the significant growth seen beginning in late 2020 and early 2021 across key client volume metrics, including the number of active brokerage accounts, DATs, and peak daily trades, the Company determined in 2021 to increase the scope of technology work related to the integration. In 2021, we commenced greater technology build-out to support the expanded volumes of our combined client base. Based on our current integration plans and expanded scope of technology work, the Company continues to expect to complete client conversion within 30 to 36 months from the October 6, 2020 acquisition date, and we expect to incur total acquisition and integration-related costs and capital expenditures of between $2.0 billion and $2.2 billion.

Acquisition and integration-related costs, which are inclusive of related exit costs, totaled $468 million and $442 million for the proposed regulations ends on March 9, 2020. Schwab is currently evaluatingyears ended December 31, 2021 and 2020, respectively, and the impactCompany expects to incur acquisition and integration-related costs of approximately $350-$400 million in 2022. Over the course of the proposed regulations.integration, we continue to expect to realize annualized cost synergies of between $1.8 billion and $2.0 billion, and, through December 31, 2021, we have achieved approximately half of this amount on an annualized run-rate basis. The Company expects to have realized approximately 60% of our estimated annualized cost synergies by year-end 2022, with much of the remaining estimated cost synergies expected to be realized after the completion of client conversion and into 2024. Estimated timing and amounts of synergy realization are subject to change as we progress in the integration. See also Results of Operations – Total Expenses Excluding Interest, Non-GAAP Financial Measures, and Item 8 – Notes 3 and 16.

Assets of USAA-IMCO and Other Acquisitions

On May 26, 2020, the Company completed its acquisition of the assets of USAA-IMCO for $1.6 billion in cash. Along with the asset purchase agreement, the companies entered into a long-term referral agreement that makes Schwab the exclusive provider of wealth management and investment brokerage services for USAA members. The USAA-IMCO acquisition has added scale to the Company’s operations through the addition of 1.1 million brokerage and managed portfolio accounts with approximately $80 billion in client assets at the acquisition date. The transaction also provides Schwab the opportunity to further expand our
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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

client base by serving USAA’s members through the long-term referral agreement. See Item 8 – Note 3 for more information on the USAA-IMCO acquisition.

In May 2016, the Federal Reserve, the OCC and the FDIC jointly issued a notice of proposed rulemaking that would impose a minimum NSFR on certain banking organizations, including CSC. The comment period for the proposed rule ended on August 5, 2016 and the impact toaddition, during 2020 the Company cannot be assessed untilcompleted its acquisition of technology and intellectual property of Motif, a financial technology company. The Motif assets help us build on our existing capabilities and help accelerate our development of thematic and direct index investing for Schwab’s retail investors and RIA clients. Also during 2020, the final rule is released. The agencies indicated in the October 2019 interagency regulatory capitalCompany completed its acquisition of Wasmer Schroeder, which adds established strategies and liquidity rule their intentionnew separately managed account offerings to utilize the four category tiering framework when the NSFR rule is adopted.our existing fixed income lineup.


RESULTS OF OPERATIONS

Total Net Revenues

Total net revenues of $10.7$18.5 billion and $10.1$11.7 billion for the years ended December 31, 20192021 and 2018,2020, respectively, represented growth of 6%58% and 18%9% from the prior periods, primarily due toperiods. The increases in 2021 and 2020 were due primarily to our acquisition of TD Ameritrade, which contributed total net interest revenue.revenues of $7.6 billion in 2021 and $1.7 billion in 2020 from October 6, through December 31, 2020.
Year Ended December 31,202120202019
Growth Rate
2020-2021
Amount% of
Total Net
Revenues
Amount% of
Total Net
Revenues
Amount% of
Total Net
Revenues
Net interest revenue
Interest revenue30 %$8,506 46 %$6,531 56 %$7,580 71 %
Interest expense14 %(476)(3)%(418)(4)%(1,064)(10)%
Net interest revenue31 %8,030 43 %6,113 52 %6,516 61 %
Asset management and administration fees
Mutual funds, ETFs, and collective trust funds
  (CTFs)
11 %1,961 11 %1,770 15 %1,747 16 %
Advice solutions38 %1,993 11 %1,443 12 %1,198 11 %
Other22 %320 %262 %266 %
Asset management and administration fees23 %4,274 23 %3,475 30 %3,211 30 %
Trading revenue
Commissions177 %2,050 11 %739 %549 %
Order flow revenueN/M2,053 11 %621 %135 %
Principal transactions(13)%49 — 56 — 68 %
Trading revenue
193 %4,152 22 %1,416 12 %752 %
Bank deposit account feesN/M1,315 %355 %— — 
Other126 %749 %332 %242 %
Total net revenues58 %$18,520 100 %$11,691 100 %$10,721 100 %
Year Ended December 31,  2019 2018 2017
 Growth Rate
2018-2019
 Amount% of
Total Net
Revenues
 Amount% of
Total Net
Revenues
 Amount% of
Total Net
Revenues
Net interest revenue          
Interest revenue13% $7,580
71% $6,680
66% $4,624
54%
Interest expense24% (1,064)(10)% (857)(9)% (342)(4)%
Net interest revenue12% 6,516
61% 5,823
57% 4,282
50%
Asset management and administration fees          
Mutual funds, ETFs, and collective trust funds
  (CTFs) (1)
(5)% 1,747
16% 1,837
18% 2,088
24%
Advice solutions5% 1,198
11% 1,139
11% 1,043
12%
Other (1)
5% 266
3% 253
3% 261
3%
Asset management and administration fees(1)% 3,211
30% 3,229
32% 3,392
39%
Trading revenue          
Commissions(20)% 549
5% 685
7% 600
7%
Principal transactions(13)% 68
1% 78
1% 54
1%
Trading revenue(19)% 617
6% 763
8% 654
8%
Other19% 377
3% 317
3% 290
3%
Total net revenues6% $10,721
100% $10,132
100% $8,618
100%
N/M Not meaningful. Percentage changes greater than 200% are presented as not meaningful.
(1) Beginning in 2019, a change was made to move CTFs from other asset management and administration fees. Prior periods have been recast to reflect this change.

Net Interest Revenue

Schwab’s primary interest-earning assets include cash and cash equivalents; cash and investments segregated; margin loans, which constitute the majority of receivables from brokerage clients; investment securities; and bank loans. Revenue on interest-earning assets is affected by various factors, such as the composition of assets, prevailing interest rates and spreads at the time of origination or purchase, changes in interest rates on floating rate securities and loans, and changes in prepayment levels for mortgage-backed and other asset-backed securities and loans. Fees earned and expenses incurred on securities lending and borrowing and lending activities which are conducted by CS&Coour broker-dealer subsidiaries using assets held in client brokerage accounts, are primarily included in other interest revenue and expense.accounts.

Schwab’s interest-bearing liabilities include bank deposits, payables to brokerage clients, short-term borrowings (e.g., Federal Home Loan Bank (FHLB) advances)advances, commercial paper, secured borrowings by our broker-dealer subsidiaries, repurchase agreements), and long-term debt. Schwab deploys the funds from these sources into the assets outlined above. As Schwab builds its client base, we attract new client sweep cash, which is a primary driver of funding balance sheet growth. We do not use short-term, wholesale borrowings to support our long-term investment activity, but may use such funding for short-term liquidity purposes or to provide temporary funding. Non-interest-bearing funding sources include stockholders’ equity, certain client cash balances, and other miscellaneous liabilities.

We establish the rates paid on client-related liabilities, and management expects that it will generally adjust the rates paid on these liabilities at some fraction of any movement in short-term rates. Schwab deploys the funds from these sources into the
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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


assets outlined above. We do not use short-term, wholesale borrowingsThe Company’s investment strategy is structured to support our long-term investment activity, but may use such funding, including FHLB advances, for short-term liquidity purposes orproduce an increase in net interest revenue when interest rates rise while attempting to provide temporary funding (e.g., for investment purchases) ahead of anticipated balance sheet deposit growth.

moderate the decrease in net interest revenue when interest rates fall. In order to keep interest-rate sensitivity within established limits, management actively monitors and adjusts interest-rate sensitivity through changes in the balance sheet, primarily by adjusting the composition of our banking subsidiaries’ investment portfolios. Schwab establishes the rates paid on client-related liabilities, and management expects that it will generally adjust the rates paid on these liabilities at some fraction of any movement in short-term rates. See also Risk Management – Interest Rate Risk Simulations.

As the U.S. economic recovery continued in 2021, interest rates remained historically low. Short-term rates remained near zero throughout 2021; longer-term interest rates began to rise early in the year, then remained largely unchanged before rising again in the fourth quarter. Elevated levels of prepayments on mortgage-backed securities persisted throughout the continued low interest rate environment in 2021 and resulted in accelerated reinvestment of the AFS portfolio; purchases of AFS securities totaled $171.7 billion. Schwab builds its client base, we attractsaw consistent strength in new client sweepbrokerage accounts and net new client assets throughout 2021, driving growth in Schwab’s interest-earning assets. At the same time, client engagement in the equity markets increased and clients were net buyers of equity securities and other investment products, resulting in outflows of client cash which is a primary driverand partially offsetting the growth in interest-earning assets.

Late in the first quarter of funding balance sheet growth.

Towards2020, the end of 2018,Federal Reserve cut the federal funds target interestovernight rate increasedfrom 1.75% to levels not seen in over a decade, leading us to expect some clients would shift more of their cash holdings from brokerage deposits swept to our banking subsidiaries to higher-yielding alternatives like purchased money market funds. We therefore expected brokerage deposits swept to our banking subsidiaries, excluding organic growth, to decline duringnear zero; on the first part of 2019. As a result, we held a higher amount of short-term liquidity at our banking subsidiaries at thelonger end of 2018 to accommodate this potential client cash sorting.

While average interest rates throughout the year in 2019 were higher than average rates in 2018,curve, the 10-year Treasury rate declined by over 120 basis points. Lower interest rates across maturities declinedpersisted from December 2018 to December 2019. Lower interest rates typically result in longer durations on our client-related liabilities and shorter durations on our investment securities, especially mortgage-related securities with options to prepay without penalty. During 2019, to maintain our overall targeted interest rate risk profile, we began positioning our banking entities’ investment portfolios to include a higher percentage of fixed-rate, longer duration investments to reduce our interest rate sensitivities which would naturally increase as market rates declined. We did, however, once again hold a higher level of short-term liquidity at the end of 2019 to accommodate a typical seasonal buildupthe first quarter through the end of 2020, while credit spreads also compressed. Moreover, changes in the economic environment throughout 2020 resulting from the COVID-19 pandemic drove significantly higher levels of client cash muchsweep balances. As these balances rapidly accumulated in the first quarter of which then generally moves to other assets within2020, the Company initially placed a few months.

We believe thatsubstantial amount in excess reserves held at the process of clients sorting between transactional cashFederal Reserve, and cash held for investment is subsiding. Aligned with market consensus, we do not expect to seesubsequently deployed a significant increaseamount of this cash build-up throughout 2020. AFS securities purchases in market2020 totaled $202.2 billion, and these purchases were made at rates below the average yield on the existing AFS portfolio due to the low interest rate environment.

The following table presents net interest revenue information corresponding to interest-earning assets and funding sources on the consolidated balance sheets:
Year Ended December 31,202120202019
Average
Balance
Interest
Revenue/
Expense
Average
 Yield/
Rate
Average
Balance
Interest Revenue/
Expense
Average
 Yield/
Rate
Average
Balance
Interest Revenue/
Expense
Average
 Yield/
Rate
Interest-earning assets
Cash and cash equivalents$40,325 $40 0.10 %$39,052 $120 0.30 %$23,512 $518 2.17 %
Cash and investments segregated43,942 24 0.05 %34,100 141 0.41 %15,694 345 2.17 %
Receivables from brokerage clients77,768 2,455 3.11 %28,058 848 2.97 %19,270 821 4.20 %
Available for sale securities (1,2)
357,122 4,641 1.30 %253,555 4,537 1.78 %58,181 1,560 2.67 %
Held to maturity securities (1,2)
— — — — — — 134,708 3,591 2.65 %
Bank loans28,789 620 2.15 %20,932 545 2.60 %16,832 584 3.47 %
Total interest-earning assets547,946 7,780 1.41 %375,697 6,191 1.64 %268,197 7,419 2.75 %
Securities lending revenue720 334 147 
Other interest revenue14 
Total interest-earning assets$547,946 $8,506 1.54 %$375,697 $6,531 1.73 %$268,197 $7,580 2.80 %
Funding sources
Bank deposits$381,549 $54 0.01 %$291,206 $93 0.03 %$212,605 $700 0.33 %
Payables to brokerage clients91,667 0.01 %46,347 12 0.02 %24,353 79 0.33 %
Short-term borrowings (3)
3,040 0.30 %89 — 0.20 %17 — 2.36 %
Long-term debt17,704 384 2.17 %8,992 289 3.22 %7,199 258 3.58 %
Total interest-bearing liabilities493,960 456 0.09 %346,634 394 0.11 %244,174 1,037 0.42 %
Non-interest-bearing funding sources53,986 29,063 24,023 
Securities lending expense24 33 38 
Other interest expense(4)(9)(11)
Total funding sources$547,946 $476 0.09 %$375,697 $418 0.11 %$268,197 $1,064 0.39 %
Net interest revenue$8,030 1.45 %$6,113 1.62 %$6,516 2.41 %
(1) Amounts have been calculated based on amortized cost. Interest revenue on investment securities is presented net of related premium amortization.
(2) On January 1, 2020, the Company transferred all of its investment securities designated as held to maturity (HTM) to the AFS category. See Item 8 – Note 6.
(3) Interest revenue or expense was less than $500 thousand in the near term. Over the course of 2020, we expect to further reduce our exposure to lower rates primarily by adding a larger percentage of fixed-rate securities with relatively longer duration to our ongoing purchases as a result of maturities, prepayments, organic deposit growth, on-boarding of USAA-IMCO client cash to our balance sheet, and any potential asset-liability-management-driven investment portfolio re-balancing. As such, we expect the duration difference between our liabilities and assets to decline over the course of 2020.period or periods presented.



- 36 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


The following table presents net interest revenue information corresponding to interest-earning assets and funding sources on the consolidated balance sheets:
Year Ended December 31,2019 2018 2017
 Average
Balance
 Interest
Revenue/
Expense
 Average
Yield/
Rate
 Average
Balance
 Interest Revenue/
Expense
 Average
Yield/
Rate
 Average
Balance
 Interest Revenue/
Expense
 Average
Yield/
Rate
Interest-earning assets                 
Cash and cash equivalents$23,512
 $518
 2.17% $17,783
 $348
 1.93% $9,931
 $109
 1.10%
Cash and investments segregated15,694
 345
 2.17% 11,461
 206
 1.78% 18,525
 166
 0.90%
Broker-related receivables376
 7
 1.87% 303
 6
 2.09% 430
 3
 0.70%
Receivables from brokerage clients19,270
 821
 4.20% 19,870
 830
 4.12% 16,269
 575
 3.53%
Available for sale securities (1)
58,181
 1,560
 2.67% 54,542
 1,241
 2.26% 53,040
 815
 1.54%
Held to maturity securities134,708
 3,591
 2.65% 131,794
 3,348
 2.53% 103,599
 2,354
 2.27%
Bank loans16,832
 584
 3.47% 16,554
 559
 3.37% 15,919
 472
 2.97%
Total interest-earning assets268,573
 7,426
 2.75% 252,307
 6,538
 2.57% 217,713
 4,494
 2.06%
Other interest revenue  154
     142
     130
  
Total interest-earning assets$268,573
 $7,580
 2.80% $252,307
 $6,680
 2.63% $217,713
 $4,624
 2.12%
Funding sources                 
Bank deposits$212,605
 $700
 0.33% $199,139
 $545
 0.27% $163,998
 $148
 0.09%
Payables to brokerage clients24,353
 79
 0.33% 21,178
 56
 0.27% 25,403
 16
 0.06%
Short-term borrowings (2)
17
 
 2.36% 3,359
 54
 1.59% 3,503
 41
 1.17%
Long-term debt7,199
 258
 3.58% 5,423
 190
 3.50% 3,431
 119
 3.47%
Total interest-bearing liabilities244,174
 1,037
 0.42% 229,099
 845
 0.37% 196,335
 324
 0.17%
Non-interest-bearing funding sources24,399
     23,208
     21,378
    
Other interest expense  27
     12
     18
  
Total funding sources$268,573
 $1,064
 0.39% $252,307
 $857
 0.34% $217,713
 $342
 0.15%
Net interest revenue  $6,516
 2.41%   $5,823
 2.29%   $4,282
 1.97%
(1) Amounts have been calculated based on amortized cost.
(2) Interest revenue or expense was less than $500,000 in the period or periods presented.

Net interest revenue increased $693 million$1.9 billion or 12%31%, in 20192021 from 2018,2020, primarily due to the inclusion of TD Ameritrade as well as significant growth in overall interest-earning assets, including higher investment portfolio balances and $1.5margin lending, as well as growth in securities lending revenue and bank loans, partially offset by lower average yields. Accelerated premium amortization stemming from elevated prepayments of mortgage-related debt securities in the AFS portfolio continued in 2021 and partially offset the growth in net interest revenue. Net premium amortization of investment securities totaled $2.3 billion or 36%in 2021 and $1.6 billion in 2020. TD Ameritrade contributed total net interest revenue of $1.9 billion during the year ended December 31, 2021 and $443 million in 2020 from October 6, through December 31, 2020.

Average interest-earning assets for 2021 were higher by 46%, in 2018 from 2017,compared to 2020. This increase was largely due to higher average investment yieldsbank deposits and growth inpayables to brokerage clients, which resulted from strong net new client asset inflows, continued heightened client cash allocations driven by the low interest earning assets.rate environment, BDA balance migrations, and the inclusion of TD Ameritrade for all of 2021.

Our net interest margin improved 12 basis pointsdeclined to 2.41%1.45% in 2019,2021, from 1.62% in 2020. This decrease was driven primarily by higher averagelower overall yields received on interest-earning assets, in part due to purchases of investment securities in 2020 and 2021 at rates below the average yield on the AFS portfolio. This more than offset the benefit of increased securities lending revenue and higher margin utilization in 2021, which comprised 39% of net interest revenue during 2021, growing from 19% of net interest revenue in 2020.

Net interest revenue decreased $403 million, or 6%, in 2020 from 2019, due largelyprimarily to lower average investment yields, partially offset by growth in interest-earning assets and our acquisition of TD Ameritrade. Accelerated premium amortization on debt securities in 2020 also contributed to the reduction in net impactinterest revenue, as the decline in long-term interest rates in 2020 resulted in higher prepayments of the Federal Reserve’s interest rate increases in 2018 and decreases in the third and fourth quarters ofmortgage-related debt securities. Average interest-earning assets for 2020 were higher by 40%, compared to 2019. TheThis increase in average yields on interest-earning assets was partially offset by higher average interest rates paid on bank deposits and other interest-bearing liabilities. The portfolio adjustments made in 2019 as described above helped to moderate the impact of the declining rate environment on our net interest margin.

Average interest-earning assets grew 6% from 2018 to 2019, primarily driven by higher client cash balances in bank deposits and payables to brokerage clients, due to transfers from sweep money market funds to bank sweep, as well as higher client cash balances.allocations and our acquisitions of TD Ameritrade and assets of USAA-IMCO. TD Ameritrade contributed approximately $12.0 billion of average interest-earning assets and $9.6 billion of average interest-bearing liabilities to Schwab’s full-year 2020 averages.

Our net interest margin improved 32 basis pointsdecreased to 2.29%1.62% in 2018,2020, from 2.41% in 2019. This decrease was driven primarily as a result ofby lower yields received on interest-earning assets due largely to the Federal Reserve’s 20172019 and 20182020 interest rate increases, partially offset by higher interest rates paid on bank deposits and other interest-bearing liabilities. Average interest earning assets grew 16% from 2017 to 2018, primarily reflecting higher bank deposits due to transfers from sweep money market funds to bank sweep,reductions as well as changes in client cash allocations, partially offset by clienthigher premium amortization on mortgage-related debt securities. Due to the low interest rate environment, purchases of other assets. In March 2017,investment securities in 2020 were made at rates below the Company transferred $24.7 billion of debt securities from the AFS category to the HTM category. The transfer had no effectaverage yield on the overallexisting AFS portfolio, which negatively impacted our net interest margin. Short-term borrowings in 2018 and 2017 primarily included FHLB advances, which were used to provide temporary funding for investments ahead of deposit growth.


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Asset Management and Administration Fees

Asset management and administration fees include mutual fund, ETF, and CTF service fees and fees for other asset-based financial services provided to individual and institutional clients. Schwab earns mutual fund, ETF, and CTF service fees for shareholder services, administration, and investment management provided to its proprietary funds, and recordkeeping and shareholder services provided to third-party funds. Asset management and administration fees are based upon the daily balances of client assets invested in these funds and do not include securities lending revenues earned by proprietary mutual funds, ETFs, and CTFs, as those amounts, net of program fees, are credited to the fund shareholders. Proprietary CTFs may, but generally do not, directly participate in securities lending. The fair values of client assets included in proprietary and third-party mutual funds, ETFs, and CTFs are based on quoted market prices and other observable market data.

We also earn asset management fees for advice solutions, which include managed portfolios, specialized strategies, and customized investment advice. Other asset management and administration fees include various asset-based fees such as trust fees, 401(k) recordkeeping fees, mutual fund clearing fees, and non-balance based service and transaction fees. Asset management and administration fees attributable to TD Ameritrade are primarily earned on client assets invested in money market mutual funds and other mutual funds, as well as advice solutions.

Asset management and administration fees vary with changes in the balances of client assets due to market fluctuations and client activity.

The following table presents asset management and administration fees, average client assets, and average fee yields:
Year Ended December 31,2019 2018 2017
 Average
Client
Assets
 Revenue Average
Fee
 Average
Client
Assets
 Revenue Average
Fee
 Average
Client
Assets
 Revenue Average
Fee
Schwab money market funds before fee
waivers
$173,558
 $525
 0.30% $141,018
 $568
 0.40% $160,735
 $875
 0.54%
Fee waivers  
     
     (10)  
Schwab money market funds173,558
 525
 0.30% 141,018
 568
 0.40% 160,735
 865
 0.54%
Schwab equity and bond funds, ETFs, and
  CTFs (1)
267,213
 298
 0.11% 222,830
 302
 0.14% 172,809
 266
 0.15%
Mutual Fund OneSource® and other non-
  transaction fee funds
191,552
 606
 0.32% 210,429
 680
 0.32% 215,333
 706
 0.33%
Other third-party mutual funds and ETFs (2)
478,037
 318
 0.07% 328,150
 287
 0.09% 286,111
 251
 0.09%
Total mutual funds, ETFs, and CTFs (1,3)
$1,110,360
 1,747
 0.16% $902,427
 1,837
 0.20% $834,988
 2,088
 0.25%
Advice solutions (3)
                 
Fee-based$246,888
 1,198
 0.49% $227,790
 1,139
 0.50% $203,794
 1,043
 0.51%
Non-fee-based70,191
 
 
 62,813
 
 
 48,936
 
 
Total advice solutions$317,079
 1,198
 0.38% $290,603
 1,139
 0.39% $252,730
 1,043
 0.41%
Other balance-based fees (1,4)
432,613
 216
 0.05% 383,050
 206
 0.05% 403,474
 215
 0.05%
Other (5)
  50
     47
     46
  
Total asset management and administration
fees
  $3,211
     $3,229
     $3,392
  
(1) Beginning in the first quarter of 2019, a change was made to move CTFs from other balance-based fees. Prior periods have been recast to reflect this change.
(2) Beginning in the fourth quarter of 2019, Schwab ETF OneSourceTM was discontinued as a result of the elimination of online trading commissions for U.S. and Canadian-listed ETFs.
- 37 -

(3)
Average client assets for advice solutions may also include the asset balances contained in the mutual fund and/or ETF categories listed above.
(4) Includes various asset-related fees, such as trust fees, 401(k) recordkeeping fees, and mutual fund clearing fees and other service fees.
(5) Includes miscellaneous service and transaction fees relating to mutual funds and ETFs that are not balance-based.

Asset management and administration fees decreased by $18 million, or 1%, in 2019 from 2018, primarily due to lower sweep money market fund revenue as a result of transfers to bank and broker-dealer sweep in 2018 and early 2019, as well as client asset allocation choices including continued reduced usage of Mutual Fund OneSource®. Part of the decline was offset by revenue from growing asset balances in purchased money market funds, other third-party mutual funds and ETFs, and in advice solutions.

Asset management and administration fees decreased by $163 million, or 5%, in 2018 from 2017, primarily due to lower money market fund revenue as a result of transfers to bank sweep, client asset allocation choices, and lower fee rates on

THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


The following table presents asset management and administration fees, average client assets, and average fee yields:
proprietary
Year Ended December 31,202120202019
Average
Client
Assets
RevenueAverage
Fee
Average
Client
Assets
RevenueAverage
Fee
Average
Client
Assets
RevenueAverage
Fee
Schwab money market funds before fee
  waivers
$155,821 $457 0.29 %$200,119 $605 0.30 %$173,558 $525 0.30 %
Fee waivers(326)(127)— 
Schwab money market funds155,821 131 0.08 %200,119 478 0.24 %173,558 525 0.30 %
Schwab equity and bond funds, ETFs, and
  CTFs
423,999 380 0.09 %301,598 300 0.10 %267,213 298 0.11 %
Mutual Fund OneSource® and other non-
  transaction fee funds
229,342 724 0.32 %192,464 599 0.31 %191,552 606 0.32 %
Other third-party mutual funds and ETFs (1,2)
898,248 726 0.08 %525,379 393 0.07 %478,037 318 0.07 %
Total mutual funds, ETFs, and CTFs (3)
$1,707,410 1,961 0.11 %$1,219,560 1,770 0.15 %$1,110,360 1,747 0.16 %
Advice solutions (3)
Fee-based$452,503 1,993 0.44 %$306,010 1,443 0.47 %$246,888 1,198 0.49 %
Non-fee-based89,911 — — 73,161 — — 70,191 — — 
Total advice solutions$542,414 1,993 0.37 %$379,171 1,443 0.38 %$317,079 1,198 0.38 %
Other balance-based fees (4)
614,787 259 0.04 %451,350 208 0.05 %432,613 216 0.05 %
Other (5)
61 54 50 
Total asset management and administration
  fees
$4,274 $3,475 $3,211 
(1) Beginning in the fourth quarter of 2019, Schwab ETF OneSourceTM was discontinued as a result of the elimination of online trading commissions for U.S. and Canadian-listed ETFs.
(2) Beginning in the fourth quarter of 2020, includes third-party money funds related to the acquisition of TD Ameritrade.
(3) Average client assets for advice solutions may also include the asset balances contained in the mutual fund and/or ETF categories listed above.
(4) Includes various asset-related fees, such as trust fees, 401(k) recordkeeping fees, and mutual fund clearing fees and other indexedservice fees.
(5) Includes miscellaneous service and transaction fees relating to mutual funds and ETFs that are not balance-based.

Asset management and administration fees increased by $799 million, or 23%, in 2021 from 2020, due to fee reductions implementedthe acquisition of TD Ameritrade, as well as additional growth in advice solutions and proprietary and third-party mutual funds and ETFs, which were due in part to strength in net new client assets and equity markets in 2021. These increases were partially offset by the Companyeffect of money market fund fee waivers due to lower portfolio yields as well as lower money market fund balances. Asset management and administration fees attributable to TD Ameritrade were $598 million in 2017. Part2021 and $131 million from October 6, through December 31, 2020. The amount of fee waivers in coming quarters is dependent on a variety of factors, including the decline was offsetlevel of short-term interest rates and client preferences across our money market fund line-up.

Asset management and administration fees increased by revenue$264 million, or 8%, in 2020 from growing asset2019, primarily due to higher balances in advice solutions, Schwabincluding managed account assets from USAA and TD Ameritrade, overall gains in equity and bondmarkets, as well as higher purchased money market funds ETFs, and CTFs, and other third-party mutual funds and ETFs.ETFs, in 2020 relative to 2019. These increases were partially offset by the effect of money market fund fee waivers due to declining portfolio yields.

The following table presents a roll forward of client assets for the Schwab money market funds, Schwab equity and bond funds, ETFs, and CTFs, and Mutual Fund OneSource® and other non-transaction fee (NTF) funds. The following funds generated 45%29%, 48%40%, and 54%45% of the asset management and administration fees earned during 2019, 2018,2021, 2020, and 2017,2019, respectively:
Schwab MoneySchwab Equity and
Mutual Fund OneSource®
Market FundsBond Funds, ETFs, and CTFsand Other NTF Funds
Year Ended December 31,202120202019202120202019202120202019
Balance at beginning of period$176,089 $200,826 $153,472 $341,689 $286,275 $209,471 $223,857 $202,068 $180,532 
Net inflows (outflows)(29,621)(25,894)44,077 48,291 17,200 26,039 (15,760)(20,246)(19,930)
Net market gains (losses) and other41 1,157 3,277 64,884 38,214 50,765 26,843 42,035 41,466 
Balance at end of period$146,509 $176,089 $200,826 $454,864 $341,689 $286,275 $234,940 $223,857 $202,068 
- 38 -
  Schwab Money Schwab Equity and 
Mutual Fund OneSource®
  Market Funds 
Bond Funds, ETFs, and CTFs (1)
 and Other NTF Funds
Year Ended December 31, 2019 2018 2017 2019 2018 2017 2019 2018 2017
Balance at beginning of period $153,472
 $163,650
 $163,495
 $209,471
 $196,784
 $138,524
 $180,532
 $225,202
 $198,924
Net inflows (outflows) 44,077
 (11,641) (486) 26,039
 31,169
 31,127
 (19,930) (37,513) (27,485)
Net market gains (losses) and other (2)
 3,277
 1,463
 641
 50,765
 (18,482) 27,133
 41,466
 (7,157) 53,763
Balance at end of period $200,826
 $153,472
 $163,650
 $286,275
 $209,471
 $196,784
 $202,068
 $180,532
 $225,202


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
(1) Beginning in the first quarter of 2019, CTFs are included in these balances. Prior periods have been recast to reflect this change.
(2) Includes net inflows from other third-party mutual funds to Mutual Fund OneSource® in the second quarter of 2017.

Trading Revenue

Trading revenue includes commissioncommissions, order flow revenue, and principal transaction revenues. Commission revenue is affected by the numbervolume and mix of trades executed. Order flow revenue is comprised of rebate payments received from trade execution venues to which our broker-dealer subsidiaries send equity and option orders. Order flow revenue is affected by volume and mix of client trades, executed and the average revenue earned per revenue trade.as well as pricing received from trade execution venues. Principal transaction revenue is recognized primarily comprisedas a result of revenue from trading activity in fixed income securities with clients. To accommodateaccommodating clients’ fixed income trading activity, Schwab maintains positions in fixed income securities, including U.S. state and municipal debt obligations, U.S. Government and corporate debt, and other securities. The difference between the price at which the Company buys and sells securities to and from its clients and other broker-dealers is recognized as principal transaction revenue. Principal transaction revenue also includes adjustments to the fair value of these securities positions.positions held to facilitate such client trading activity.

The following table presents trading revenue and the related drivers:information:
Year Ended December 31,Growth Rate
2020-2021
202120202019
Trading Revenue193 %$4,152 $1,416 $752 
Clients' daily average trades (DATs) (in thousands)150 %6,507.0 2,602.6 748.9 
Number of trading days— 251.5 252.0 250.5 
Revenue per trade (1)
18 %$2.54 $2.16 $4.01 
Year Ended December 31,Growth Rate
2018-2019

 2019
 2018
 2017
DARTs (in thousands)(20)% 338.4
 420.9
 321.3
Daily average trades (in thousands)(2)% 748.9
 765.4
 608.8
Number of trading days
 250.5
 249.5
 250.0
Daily average revenue per revenue trade
 $7.26
 $7.23
 $8.20
Trading revenue(19)% $617
 $763
 $654

Trading revenue decreased by $146 million, or 19%, inNote:     Effective October 7, 2019, compared to 2018. The decrease was primarily due to a 20% decrease in DART volumes in 2019 as a result of the elimination ofCS&Co eliminated online tradingtrade commissions for U.S. and Canadian-listed stocks and ETFs, as well as the base charge on options effectiveoptions. TD Ameritrade, Inc. also does not charge for these types of trades and does not have a base charge on options.
(1)     Revenue per trade is calculated as trading revenue divided by DATs multiplied by the number of trading days.

Trading revenue increased $2.7 billion, or 193% in 2021 compared to 2020, primarily due to the acquisition of TD Ameritrade and heightened client engagement, which drove significantly higher DATs throughout 2021. This increased trading activity and a higher percentage of derivatives trades drove significant growth in commissions and order flow revenue. Overall, TD Ameritrade contributed $3.3 billion of trading revenue during the year ended December 31, 2021, compared with $667 million of trading revenue from October 7, 2019.6, 2020 through December 31, 2020.

Trading revenue increased by $109$664 million, or 17%88%, in 20182020 compared to 2017.2019, primarily due to the acquisition of TD Ameritrade. In addition, the Company saw a significant increase in DATs and higher order flow revenue in 2020, which were partially offset by the Company’s October 2019 pricing actions. Order flow revenue increased by $486 million in 2020 compared to 2019. This increase in order flow revenue in 2020 was due to the acquisition of TD Ameritrade and a higher volume of trades throughout 2020 relative to 2019.

Bank Deposit Account Fees

In connection with our acquisition of TD Ameritrade, the Company began earning bank deposit account fee revenue beginning in the fourth quarter of 2020 pursuant to the IDA agreement and arrangements with other third-party banks. Bank deposit account fees are primarily affected by average BDA balances and the floating- and fixed-rate reference yields. Fees earned under the IDA agreement are affected by changes in interest rates and the composition of balances designated as fixed- and floating-rate.

Bank deposit account fees totaled $1.3 billion for the year ended December 31, 2021 and $355 million from October 6, 2020 through December 31, 2020. During the year ended December 31, 2021 and the period of October 6, 2020 through December 31, 2020, the total average BDA balance was $158.4 billion and $161.3 billion, respectively, of which approximately 80% was designated as fixed-rate obligation amounts and approximately 20% as floating-rate obligation amounts for both periods.

During 2021, the Company transferred $10.6 billion of BDA balances to its balance sheet from the TD Depository Institutions and other third-party banks. Transfers of BDA balances to Schwab’s balance sheet result in lower balances upon which bank deposit account fee revenue is earned but provide a 31%source of funding to invest in interest-earning assets to increase in DART volumes in 2018, which more than offsetnet interest revenue. See also Capital Management and Item 8 – Note 15 for discussion of the IDA agreement and the potential to move IDA balances to Schwab’s 2017 commission pricing reductions to lower standard equity, ETF, and option trade commissions from $8.95 to $4.95 and lower the per contract option fee from $.75 to $.65.balance sheet.

Other Revenue

Other revenue includes order flow revenue, otherexchange processing fees, certain service fees, software fees from our portfolio management solutions, exchange processing fees, and non-recurring gains. Other revenue increased $60$417 million, or 19%126%, in 20192021 compared to 2018 due primarily to a gain from the sale of a portfolio management and reporting software solution for advisors to Tamarac Inc. in the second quarter of 2019 and a gain from the assignment of leased office space in the first quarter of 2019. Order flow revenue was $135 million during 2019, $139 million for 2018, and $114 million in 2017. The increase in 2018 from 2017 was2020 primarily due to higher rebate rates received on certain typesthe full-year inclusion of ordersTD Ameritrade’s results in 2021. Other revenue attributable to TD Ameritrade totaled $462 million and higher volume of trades.$110 million in 2021 and 2020, respectively.
- 39 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Other revenue increased $90 million, or 37%, in 2020 compared to 2019 primarily due to higher exchange processing fees resulting from higher trade volumes and the acquisition of TD Ameritrade.

Total Expenses Excluding Interest

The following table shows a comparison of total expenses excluding interest:
Growth Rate 2020-2021202120202019
Compensation and benefits
Salaries and wages31 %$3,161 $2,416 $1,958 
Incentive compensation55 %1,443 932 804 
Employee benefits and other40 %846 606 558 
Total compensation and benefits38 %$5,450 $3,954 $3,320 
Professional services18 %994 843 702 
Occupancy and equipment39 %976 703 559 
Advertising and market development49 %485 326 307 
Communications66 %587 353 253 
Depreciation and amortization33 %549 414 322 
Amortization of acquired intangible assetsN/M615 190 27 
Regulatory fees and assessments69 %275 163 122 
Other97 %876 445 261 
Total expenses excluding interest46 %$10,807 $7,391 $5,873 
Expenses as a percentage of total net revenues
Compensation and benefits29 %34 %31 %
Advertising and market development%%%
Full-time equivalent employees (in thousands)
At year end%33.432.019.7
Average36 %32.523.920.0
 Growth Rate 2018-2019 2019 2018 2017
Compensation and benefits       
Salaries and wages16% $1,958
 $1,692
 $1,496
Incentive compensation(6)% 804
 855
 797
Employee benefits and other9% 558
 510
 444
Total compensation and benefits9% $3,320
 $3,057
 $2,737
Professional services7% 702
 654
 580
Occupancy and equipment13% 559
 496
 436
Advertising and market development(2)% 307
 313
 268
Communications5% 253
 242
 231
Depreciation and amortization14% 349
 306
 269
Regulatory fees and assessments(35)% 122
 189
 179
Other(17)% 261
 313
 268
Total expenses excluding interest5% $5,873
 $5,570
 $4,968
Expenses as a percentage of total net revenues       
Compensation and benefits  31% 30% 32%
Advertising and market development  3% 3% 3%
Full-time equivalent employees (in thousands)       
At year end1% 19.7
 19.5
 17.6
Average7% 20.0
 18.7
 16.9
N/M Not meaningful. Percentage changes greater than 200% are presented as not meaningful.
໿

ExpensesTotal expenses excluding interest increased $3.4 billion, or 46%, in 20192021 from 2020, and 2018$1.5 billion, or 26%, in 2020 from the prior years by 5%2019. Total expenses excluding interest included amounts from TD Ameritrade of $3.1 billion in 2021 and 12%$943 million in 2020 from October 6, through December 31, 2020. Adjusted total expenses, which excludes acquisition and integration-related costs and amortization of acquired intangible assets, increased $3.0 billion, or 44%, respectively. The largest driverin 2021 from 2020 and $939 million, or 16%, in 2020 from 2019. See Non-GAAP Financial Measures for further details and a reconciliation of the increase in both years was compensation and benefits costs.such measures to GAAP reported results.

Total compensation and benefits increased in 20192021 from 2018, primarily2020 due to both an overallthe inclusion of TD Ameritrade and growth in employee headcount. The 2021 increase reflected TDA’s full-year contribution of $1.2 billion of compensation and benefits expense compared with $453 million in 2020. The increase in employee2021 was also due to additional headcount to support our expanding client base and service levels amidst heightened client engagement, a higher severance costs, which included $62 million associated withbonus accrual, annual merit increases, as well as a 3% reduction5% employee salary increase and other targeted compensation adjustments that went into effect in late 2021. Total compensation and benefits expense increased from 2020 to 2019, primarily due to an overall increase in employee headcount related to our workforce in the third quarteracquisitions of 2019.TDA and USAA-IMCO. The increase in 20182020 from 2017 was primarily2019 also reflected the Company’s payment of $1,000 to all non-officer employees in March 2020 to help them cover costs incurred due to increasesthe COVID-19 pandemic. Compensation and benefits included acquisition and integration-related costs of $283 million and $235 million in employee headcount; additionally, special stock awards were issued in 2018 to non-officer employees, totaling $36 million.

2021 and 2020, respectively.

Professional services expense increased in 20192021 from 2018,2020, primarily due to the inclusion of TDA’s results of operations and overall growth in the business, investments in projects to further drive efficiency and scale, and certain costs relating to pending acquisitions.business. The increase in 20182020 from 20172019 was primarily due to higher spending on technology projects as well as an increaseacquisition and integration-related costs in asset management and administration related expenses resulting from growth in the Schwab Funds® and Schwab ETFs™.2020 of $158 million.

Occupancy and equipment expense increased in 2019 and 20182021 from the prior years,2020, primarily due the inclusion of TDA’s results of operations, costs related to increases in software maintenance expensesthe integration of TD Ameritrade, and additional licenses to supportoverall growth in the business.

Advertising and market development expense increased The increase in 20182020 from 2017, primarily reflecting management’s decision to increase television advertising and digital media spending in the fourth quarter of 2018.

Depreciation and amortization expenses grew in 2019 and 2018 from the prior years, primarily due to higher amortization of internally developed software associated with continued investments in software and technology enhancements.

Regulatory fees and assessments decreased in 2019 from 2018, primarily due to a decrease in FDIC insurance assessments resulting from the elimination of the FDIC surcharge in the fourth quarter of 2018. Regulatory fees and assessmentswas
- 40 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


increased in 2018primarily due to the inclusion of TDA’s results of operations from 2017, due toOctober 6, 2020 forward, as well as an increase in FDIC insurance assessmentstechnology equipment costs associated with higher client trade volumes and overall growth in the business.

Advertising and market development expense increased in 2021 from 2020, primarily due the inclusion of TDA’s results of operations.

Communications expense increased in 2021 from 2020 primarily due to the inclusion of TDA’s results of operations, as well as higher communications expense due to higher customer trade volumes and overall growth of the business. The increase in 2020 from 2019 was primarily due to the inclusion of TDA’s results of operations from October 6, 2020 forward and higher news and quotation services expenses due to higher trade volumes.

Depreciation and amortization expenses grew in 2021 from 2020, primarily from growth in fixed assets from the TDA acquisition. As a result of capital expenditures to support growth in the business and the integration of TD Ameritrade, 2021 also reflected higher amortization of purchased and internally developed software and higher depreciation of hardware, as well as higher depreciation of buildings. The growth in 2020 from 2019 was primarily due to higher amortization of purchased and internally developed software, higher depreciation and amortization of equipment, office facilities, and property recognized in the TDA acquisition, as well as higher depreciation of buildings and equipment related to the expansion of our U.S. campuses in 2019 and 2020. As a result of significant capital expenditures in 2021 and anticipated for 2022 as described below, the Company expects to recognize higher depreciation and amortization expense in 2022. The periods over which rosedepreciation and amortization are recognized on these capitalized costs are based on the expected useful lives of the types of assets capitalized and when the assets are placed into service.

Amortization of acquired intangible assets increased in 2021 from 2020 and in 2020 from 2019 as a result of the acquisitions completed during 2020.

Regulatory fees and assessments increased in 2021 from 2020, primarily as result of the inclusion of TDA’s results of operations and overall growth in the business, including higher averageFDIC assessments due to asset growth. The increase in 2020 from 2019 was primarily due to the inclusion of TDA’s results of operations from October 6, 2020 forward, and higher FDIC insurance assessments and other regulatory assessments due to growth in assets and overall growth of the business in deposit balances,2020.

Other expenses increased in 2021 from 2020, primarily due to the inclusion of TDA’s results of operations and a charge of approximately $200 million for a regulatory matter in 2021 (see Item 8 – Note 15), partially offset by certain lower clearing charges and exchange fees. The increase in 2020 from 2019 was primarily from the eliminationinclusion of the FDIC surcharge.

OtherTDA’s results of operations from October 6, 2020 forward, and increases in processing fees and related expenses decreased in 2019 from 2018, primarily due to higher client trade volumes and market volatility. These increases were partially offset by lower travel and entertainment expense and bad debt expense.in 2020. Other expenses increased in 20182020 included acquisition and integration-related costs of $30 million.

Capital expenditures primarily include capitalized software costs, information technology and telecommunications equipment, and buildings. Total capital expenditures were $1.0 billion, $741 million, and $753 million in 2021, 2020, and 2019, respectively. The increase in capital expenditures in 2021 from 20172020 was primarily due to travelhigher information technology and entertainmenttelecommunications equipment and miscellaneous itemshigher capitalized software costs, partially offset by lower building expansion in 2021. The increases in spending in 2021 reflect investments made to support our TDA integration efforts and enhance our technological infrastructure to support greater capacity for our expanding client base. Capital expenditures decreased in 2020 compared to 2019 primarily due to overall growthlower building expansion in the business.2020, largely offset by higher capitalized software costs. Capitalized software costs totaled $559 million, $453 million, and $188 million in 2021, 2020, and 2019, respectively. Investments in information technology and telecommunications equipment were $340 million, $60 million, and $81 million in 2021, 2020, and 2019, respectively. Investments in buildings were $102 million, $173 million, and $397 million in 2021, 2020, and 2019, respectively.

Capital expenditures were $753 million, $576 million, and $412 million in 2019, 2018, and 2017, respectively. The increases in capital expenditures in 2019 and 2018 from the prior years were primarily due to the expansion of our campuses in the U.S., with investments in buildings totaling $397 million and $253 million in 2019 and 2018, respectively. Capitalized costs for developing internal-use software totaled $165 million, $167 million, and $157 million in 2019, 2018, and 2017, respectively.

Our capital expenditures for 2019 equaled 7%6% of total net revenues in 2021, within our estimated range for the year. Along with continued campus expansion,In 2022, we will continue to invest further in technology projects in 2020. Excluding any potential impact ofto support the pending acquisition of TD Ameritrade, weTDA integration and greater capacity for our expanding client base. We anticipate capital expenditures in 2020 to2022 will be approximately 5-6%4-5% of total net revenues, while ourrevenues. Our longer term expectation for capital expenditures remains in the range of 3-5% of total net revenues.

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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

Taxes on Income

On December 22, 2017, P.L.115-97, the Tax Act, was signed into law, and became effective on January 1, 2018. Among other things, the Tax Act lowered the federal corporate income tax rate from 35% to 21% beginning in 2018. As a result of the Tax Act, Schwab recognized a $46 million one-time non-cash charge to taxes on income in the fourth quarter of 2017 associated with the remeasurement of net deferred tax assets and other tax adjustments related to the Tax Act.

Schwab’s effective income tax rate on income before taxes was 24.1% in 2021, 23.3% in 2020, and 23.6% in 2019, 23.1%2019. The increase in 2018,the effective tax rate in 2021 from 2020 was primarily related to non-recurring federal tax benefits recognized in 2020, including settlement of the IRS examination for tax years 2011-2014, the tax impact of a non-deductible regulatory matter charge in 2021 (see Item 8 – Note 15), and 35.5%additional income tax expense from the filing of 2020 tax returns during 2021. Partially offsetting the increases in 2017.the effective tax rate from these items was an increase in equity compensation tax deduction benefits during 2021. The changedecrease in ratesthe effective tax rate in 20192020 from 20182019 was primarily due to federal and state tax benefits recognized during 2020, including settlement of the IRS examination of tax years 2011-2014, the expiration of the statute of limitations on certain federal and state uncertain tax positions, and tax benefits realized from the filing of state tax returns, as well as an increase in Low-Income Housing Tax Credit (LIHTC) benefits. Offsetting the decrease in the effective tax rate from these items was an increase in nondeductible acquisition costs and FDIC insurance premium disallowance, as well as a decrease in equity compensation tax deduction benefits which reduced our tax expense by approximately $23 million and $46 million in 2019 and 2018, respectively. The change in rates in 2018 from 2017 was primarily due to impacts of the Tax Act and a decrease in equity compensation tax deduction benefits, which totaled $87 million in 2017.benefits.

Segment Information

Schwab provides financial services to individuals and institutional clients through two segments – Investor Services and Advisor Services. The Investor Services segment provides retail brokerage and banking services to individual investors, and retirement plan services, as well as other corporate brokerage services to businesses and their employees. The Advisor Services segment provides custodial, trading, banking, and support services, as well as retirement business services, to independent RIAs, independent retirement advisors, and recordkeepers. Revenues and expenses are attributed to the two segments based on which segment services the client. Management evaluates the performance of the segments on a pre-tax basis. Segment assets and liabilities are not used for evaluating segment performance or in deciding how to allocate resources to segments. Net revenues in both segments are generated from the underlying client assets and trading activity; differences in the composition of net revenues between the segments are based on the composition of client assets, client trading frequency, and pricing unique to each. While both segments leverage the scale and efficiency of our platforms, segment expenses reflect the dynamics of serving millions of clients in Investor Services versus the thousands of RIAs on the advisorAdvisor Services platform.

The Company integrated its business and asset acquisitions during 2020 into its two existing reportable segments. Revenues and expenses from our acquisition of USAA-IMCO are allocated to Investor Services only; revenues and expenses from TD Ameritrade and our other 2020 acquisitions are attributed to both Investor Services and Advisor Services based on which segment services the client. See Item 8 – Note 3 for more information regarding acquisitions.

Financial information for our segments is presented in the following table:
Investor ServicesAdvisor ServicesTotal
Growth Rate
2020-2021
202120202019Growth Rate
2020-2021
202120202019Growth Rate
2020-2021
202120202019
Year Ended December 31,
Net Revenues      
Net interest revenue38%$6,052 $4,391$4,685 15%$1,978 $1,722 $1,831 31%$8,030 $6,113 $6,516 
Asset management and
  administration fees
23%3,130 2,5442,289 23%1,144 931 922 23%4,274 3,475 3,211 
Trading revenueN/M3,753 1,156503 53%399 260 249 193%4,152 1,416 752 
Bank deposit account
  fees
N/M964 255— N/M351 100 — N/M1,315 355 — 
Other115%562 262146 167%187 70 96 126%749 332 242 
Total net revenues68%14,461 8,6087,623 32%4,059 3,083 3,098 58%18,520 11,691 10,721 
Expenses Excluding
  Interest
50%8,289 5,5294,284 35%2,518 1,862 1,589 46%10,807 7,391 5,873 
Income before taxes
  on income
100%$6,172 $3,079$3,339 26%$1,541 $1,221 $1,509 79%$7,713 $4,300 $4,848 
Net new client assets
  (in billions) (1,2,3)
(82)%$200.9 $1,106.4$115.6 (63)%$315.3 $846.1 $107.2 (74)%$516.2 $1,952.5 $222.8 
(1) In 2021, Investor Services includes outflows of $42.0 billion from mutual fund clearing services clients.
(2) In 2020, Investor Services includes inflows of $890.7 billion related to the acquisition of TD Ameritrade and $79.9 billion related to the acquisition of assets of USAA-IMCO. Additionally, 2020 and 2019 include inflows of $10.9 billion and $11.1 billion, respectively, from certain mutual fund clearing services clients.
(3) In 2020, Advisor Services includes inflows of $680.6 billion related to the acquisition of TD Ameritrade and $8.5 billion related to the acquisition of Wasmer Schroeder.
N/M Not meaningful. Percentage changes greater than 200% are presented as not meaningful.
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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Financial information for our segments is presented in the following table:
  Investor Services Advisor Services Total
  Growth Rate
2018-2019
 2019 2018 2017 Growth Rate
2018-2019
 2019 2018 2017 Growth Rate
2018-2019
 2019 2018 2017
Year Ended December 31,          
Net Revenues                        
Net interest revenue 8% $4,685
 $4,341
 $3,231
 24% $1,831
 $1,482
 $1,051
 12% $6,516
 $5,823
 $4,282
Asset management and
administration fees
 1% 2,289
 2,260
 2,344
 (5)% 922
 969
 1,048
 (1)% 3,211
 3,229
 3,392
Trading revenue (20)% 378
 475
 408
 (17)% 239
 288
 246
 (19)% 617
 763
 654
Other 11% 271
 245
 217
 47% 106
 72
 73
 19% 377
 317
 290
Total net revenues 4% 7,623
 7,321
 6,200
 10% 3,098
 2,811
 2,418
 6% 10,721
 10,132
 8,618
Expenses Excluding
Interest
 3% 4,284
 4,145
 3,725
 12% 1,589
 1,425
 1,243
 5% 5,873
 5,570
 4,968
Income before taxes
on income
 5% $3,339
 $3,176
 $2,475
 9% $1,509
 $1,386
 $1,175
 6% $4,848
 $4,562
 $3,650
                         
Net new client assets
(in billions) (1)
 N/M
 $115.6
 $19.4
 $123.7
 (6)% $107.2
 $114.5
 $109.4
 66% $222.8
 $133.9
 $233.1
Segment Net Revenues
(1)
Investor Services includes inflows of $11.1 billion and $34.5 billion in 2019 and 2017, respectively, and outflows of $93.9 billion in 2018 from certain mutual fund clearing services clients.
N/M Not meaningful.

Investor Services

Total and Advisor Services total net revenues increased by 4%68% and 32%, respectively, in 2021 compared to 2020. Both segments experienced growth in all revenue line items, primarily due to the full-year inclusion of TD Ameritrade’s results in 2021. In addition, net interest revenue increased for Advisor Services due to growth in interest-earning assets, partially offset by lower average yields. Growth in asset management and administration fees in Investor Services was supported by growth in advice solutions, and asset management and administration fees increased in both segments due to rising balances in proprietary and third-party mutual funds and ETFs, partially offset by money market fund fee waivers and lower money market fund balances. The increase in trading revenue for Investor Services was supported by heightened client trading activity. Bank deposit account fee revenue was earned at both segments for the full year in 2021 compared to only the fourth quarter of 2020, following the October 6, 2020 TD Ameritrade acquisition.

Investor Services total net revenues increased by 13% in 2020 from 2019, from 2018while Advisor Services total net revenues remained relatively consistent year-over-year. Investor Services’ growth was primarily due to an increase in net interesttrading revenue, and higher asset management and administrationsadministration fees, and the initial recognition of bank deposit account fees in the fourth quarter of 2020, partially offset by lower tradingnet interest revenue. NetFor Advisor Services, bank deposit account fees largely offset a decrease in net interest revenue, while trading revenue and asset management and administration fees were consistent with 2019. Trading revenue increased significantly in the Investor Services segment primarily due to higher average investment yieldsthe TD Ameritrade acquisition and higher interest-earning assets.trade volumes in 2020. Asset management and administration fees increased in 2020 for Investor Services primarily due to growing assethigher balances in advice solutions, partially offset by lower mutual fundincluding managed account assets from USAA and ETF service fee revenue as a result of client cash allocation choices, including reduced usage of Mutual Fund OneSource®. Trading revenue decreased as a result of the elimination of online trading commissions for U.S. and Canadian-listed stocks and ETFs,TD Ameritrade, as well as the base charge on options in the fourth quarter of 2019.

Expenses excluding interest increased by 3% in 2019 compared to 2018, primarily as a result of higher compensation and benefits due to increased headcount in 2019 and severance charges in the third quarter of 2019, higher occupancy and equipment expenses due to an increase in software maintenance expenses and additional licenses to support growth in the business, and higher amortization of internally developed software associated with continued investments in software and technology enhancements. These increases were partially offset by a decrease in FDIC insurance assessments due to the elimination of the FDIC surcharge in the fourth quarter of 2018 and lower travel and entertainment expenses.

Total net revenues increased by $1.1 billion, or 18%, in 2018 from 2017 primarily due to an increase in net interest revenue, partially offset by lower asset management and administration fees. Net interest revenue increased primarily due to higher net interest margins and higher balances of interest-earning assets. Asset management and administration fees decreased primarily due to lower money market fund revenue as a result of transfers to bank sweep, client asset allocation choices, and our 2017 fee reductions. Expenses excluding interest increased by $420 million, or 11%, in 2018 from 2017 primarily due to higher compensation and benefits, technology project spend, and asset management and administration related expenses to support the Company’s expanding client base.

Advisor Services

Total net revenues increased by 10%, in 2019 from 2018 primarily due to an increase in net interest revenue and other revenue, partially offset by lower asset management and administration fees and lower trading revenue. Net interest revenue increased primarily due to higher average investment yields and higher interest-earning assets. Other revenue increased primarily due to a gain from the sale of a portfolio management and reporting software solution for advisors to Tamarac Inc. in the second quarter of 2019. Asset management and administration fees decreased primarily due to lower sweep money market fund revenue as a result of transfers to bank and broker-dealer sweep, as well as client asset allocation choices, including reduced usage of Mutual Fund OneSource®, partially offset by increased revenue from growing asset balances in purchased money market funds and inother third-party mutual funds and ETFs. TradingETFs, partially offset by the effect of money fund fee waivers. Net interest revenue decreased as a result of thefor both segments primarily due to lower average investment yields, partially offset by growth in interest-earning assets.


Segment Expenses Excluding Interest
THE CHARLES SCHWAB CORPORATION
Management’s DiscussionInvestor Services and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


elimination of online trading commissions for U.S. and Canadian-listed stocks and ETFs, as well as the base charge on options in the fourth quarter of 2019.

ExpensesAdvisor Services total expenses excluding interest increased by 12% of 201950% and 35%, respectively, in 2021 compared to 2018,2020, primarily due to the inclusion of a full year of TD Ameritrade’s results of operations. In addition, both segments saw higher compensation and benefits expenses due to increasedadditional headcount in 2019increases to support our expanding client base and severance chargesservice levels amidst heightened client engagement, higher bonus accrual, as well as annual merit increases and a 5% employee salary increase that went into effect late in the third quarter of 2019, higher professional services expensequarter. For Investor Services, total expenses excluding interest also increased due to overall growtha charge of approximately $200 million in the business2021 for a regulatory matter (see Item 8 – Note 15).

Investor Services and investments in projects to further drive efficiency and scale, and higher occupancy and equipment expense due to an increase in software maintenanceAdvisor Services total expenses and additional licenses to support growth in the business. These increases were partially offset by a decrease in FDIC insurance assessments due to the elimination of the FDIC surcharge in the fourth quarter of 2018, lower bad debt expenses, and lower travel and entertainment expenses.

Total net revenues increased by $393 million or 16%, in 2018 from 2017 primarily due to an increase in net interest revenue, partially offset by lower asset management and administration fees. Net interest revenue increased primarily due to higher net interest margins and higher balances of interest-earning assets. Asset management and administration fees decreased primarily due to lower money market fund revenue as a result of transfers to bank sweep, client asset allocation choices, and our 2017 fee reductions. Expenses excluding interest increased by $182 million, or 15%29% and 17%, respectively, in 2018 from 20172020 compared to 2019, primarily due to higher compensationthe inclusion of TD Ameritrade’s expenses from October 6, 2020 forward and acquisition and integration-related costs. Compensation and benefits technology project spend,increased in both segments primarily due to the acquisition of TDA and asset management and administration related expensesoverall headcount growth to support the Company’sour expanding client base.


base, with Investor Services increasing more significantly due to greater headcount growth from the TDA acquisition and the hiring of approximately 400 former USAA employees in connection with the USAA-IMCO acquisition. Both segments also saw increases in professional services, depreciation and amortization, amortization of acquired intangible assets, and other expenses, primarily due to the inclusion of TDA’s expenses from October 6, 2020 forward as well as acquisition and integration-related costs, with Investor Services’ expenses increasing more significantly due to overall size of the segment’s client base and greater client base growth from TDA.


RISK MANAGEMENT

Schwab’s business activities expose it to a variety of risks, including operational, compliance, credit, market, liquidity, and complianceliquidity risks. The Company has a comprehensive risk management program to identify and manage these risks and their associated potential for financial and reputational impact. Despite our efforts to identify areas of risk and implement risk management policies and procedures, there can be no assurance that Schwab will not suffer unexpected losses due to these risks.

Our risk management process is comprised of risk identification and assessment, risk measurement, risk monitoring and reporting, and risk mitigation controls; we use periodic risk and control self-assessments, control testing programs, and internal audit reviews to evaluate the effectiveness of these internal controls. The activities and governance that comprise the risk management process are described below.

- 43 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

As part of our integration of TD Ameritrade, the Company has aligned TD Ameritrade’s risk management practices with Schwab’s risk appetite. Our integration work included evaluating new or changed risks impacting the combined company, and taking action through various means. Though integration work continues, the Company’s operations, inclusive of TD Ameritrade, remain consistent with our Enterprise Risk Management (ERM) framework.

Culture

The Board of Directors has approved an Enterprise Risk Management (ERM)ERM framework that incorporates our purpose, vision, and values, which form the bedrock of our corporate culture and set the tone for the organization.

We designed the ERM Framework to enable a comprehensive approach to managing risks encountered by Schwab in its business activities. The framework incorporates key concepts commensurate with the size, risk profile, complexity, and continuing growth of the Company. Risk appetite, which is defined as the amount of risk the Company is willing to accept in pursuit of its corporate strategy, is developed by executive management and approved by the Board of Directors.

Risk Governance

Senior management takes an active role in the risk management process and has developed policies and procedures under which specific business and control units are responsible for identifying, measuring, and controlling risks.

The Global Risk Committee, which is comprised of senior executives from each major business and control function, is responsible for the oversight of risk management. This includes identifying emerging risks, assessing risk management practices and the control environment, reinforcing business accountability for risk management, supervisory controls and regulatory compliance, supporting resource prioritization across the organization, and escalating significant issues to the Board of Directors.

We have established risk metrics and reporting that enable measurement of the impact of strategy execution against risk appetite. The risk metrics, with risk limits and tolerance levels, are established for key risk categories by the Global Risk Committee and its functional risk sub-committees.

THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)



The Chief Risk Officer regularly reports activities of the Global Risk Committee to the Risk Committee of the Board of Directors. The Board Risk Committee in turn assists the Board of Directors in fulfilling its oversight responsibilities with respect to our risk management program, including approving risk appetite statements and related key risk appetite metrics and reviewing reports relating to risk issues from functional areas of corporate risk management, legal, compliance, and internal audit.

Functional risk sub-committees focusing on specific areas of risk report to the Global Risk Committee. These sub-committees include the:

Operational Risk Oversight Committee – provides oversight of and approves operational risk management policies, risk tolerance levels, and operational risk governance processes, and includes sub-committees covering Information Security, Technology, Fraud, Third-Party Risk, Data, and Model Governance;
Compliance Risk Committee – provides oversight of compliance risk management programs (inclusive of Anti-Money Laundering/Sanctions, Conduct, Fiduciary, and Privacy), policies, and risk tolerance levels providing an aggregate view of compliance risk exposure and employee conduct, including subcommittees covering Fiduciary and Conflicts of Interest Risk and International Compliance Risk;
Financial Risk Oversight Committee – provides oversight of and approves credit, market, liquidity, and capital risk policies, limits, and exposures; and
New Products and Services Risk Oversight Committee – provides oversight of, and approves corporate policy and procedures relating to, the risk governance of new products and services.

Senior management has also created an Incentive Compensation Risk Oversight Committee, which establishes policy and reviews and approves the Annual Risk Assessment of incentive compensation plans, and reports directly to the Compensation Committee of the Board of Directors.

The Company’s compliance, finance, internal audit, legal, and corporate risk management departments assist management and the various risk committees in evaluating, testing, and monitoring risk management.

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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

In addition, the Disclosure Committee is responsible for monitoring and evaluating the effectiveness of our disclosure controls and procedures and internal control over financial reporting as of the end of each fiscal quarter. The Disclosure Committee reports on this evaluation to the CEO and CFO prior to their certification required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002.

Operational Risk

Operational risk arises due to potential inadequacies or failures related to people, internal processes, and systems, or from external events or relationships impacting the Company and/or any of its key business partners and third parties. While operational risk is inherent in all business activities, we rely on a system of internal controls and risk management practices designed to keep operational risk and operational losses within the Company’s risk appetite. We have specific policies and procedures to identify and manage operational risk, and use control testing programs, and internal audit reviews to evaluate the effectiveness of these internal controls. Where appropriate, we manage the impact of operational loss and litigation expense through the purchase of insurance. The insurance program is specifically designed to address our key operational risks and to maintain compliance with local laws and regulation.

Schwab’s operations are highly dependent on the integrity and resilience of our critical business functions and technology systems. To the extent Schwab experiences business or system interruptions, errors or downtime (which could result from a variety of causes, including natural disasters, terrorist attacks, technological failure, cyber attacks, changes to systems, linkages with third-party systems, extreme weather, and power failures), our business and operations could be negatively impacted. To minimize business interruptions and ensure the capacity to continue operations during an incident regardless of duration, Schwab maintains a backup and recovery infrastructure which includes facilities for backup and communications, a geographically dispersed workforce, and routine testing of business continuity and disaster recovery plans and a well-established incident management program.

Information Security risk is the risk of unauthorized access, use, disclosure, disruption, modification, recording or destruction of the firm’s information or systems. We have designed and implemented an information security program that knits together complementary tools, controls and technologies to protect systems, client accounts and data. We continuously

THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


monitor the systems and work collaboratively with government agencies, law enforcement and other financial institutions to address potential threats. We use advanced monitoring systems to identify suspicious activity and deter unauthorized access by internal or external actors. We limitalso maintain policies and procedures, which apply to employees, contractors, and third parties, regarding the standard of care expected with all data, whether the data is internal company information, employee information, or non-public client information. This includes limiting the number of employees who have access to clients’ personal information and internal authentication measures are enforced to protect against the potential for social engineering.unauthorized use of employee credentials. All employees who handle sensitive information are trained in privacy and security. Schwab’s conduct and cybersecurity teams monitor activity looking for suspicious behavior. These capabilities allow us to identify and quickly act on any attempted intrusions.

Fraud risk arises from attempted or actual theft of financial assets or other property of any client or the Company. Schwab is committed to protecting the Company’s and its clients’ assets from fraud and complying with all applicable laws and regulations to prevent, detect and report fraudulent activity. Schwab manages fraud risk through policies, procedures and controls. We also take affirmative steps to prevent and detect fraud and report, to appropriate authorities, any known or suspected acts of fraud in accordance with existing laws and requirements.

Schwab also faces operational risk when we employ the services of various third parties, including domestic and international outsourcing of certain technology, processing, servicing, and support functions. We manage the exposure to third partythird-party risk and promote a culture of resiliency through internal policies, procedures and controls, and contractual provisions, control standards, ongoing monitoring of third partythird-party performance, and appropriate testing. We also maintain policies and procedures regarding the standard of care expectedtesting with all data, whether the data is internal company information, employee information, or non-public client information. We clearly define for employees, contractors, and third parties the expected standards of care for critical and confidential data. We also provide regular training on data security.third-party service providers.

Model risk is the potential for adverse consequences from decisions based on incorrect or misused model outputs and reports. Models are owned by several business units throughout the organization, and are used for a variety of purposes. Model use includes, but is not limited to, calculating capital requirements for hypothetical stressful environments, estimating interest and credit risk for loans and other balance sheet assets, and providing guidance in the management of client portfolios. We have established a policy that aligns with Federal Reserve guidance on Model Risk Management SR11-7 to describe the roles and responsibilities of all key stakeholders in model development, management, and use. All models are registered in a centralized database and classified into different risk ratings depending on their potential financial, reputational, or regulatory impact to the Company. The model risk rating determines the scope of model governance activities.
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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Incentive Compensation risk is the potential for adverse consequences resulting from compensation plans that do not balance the execution of our strategy with risk and financial rewards, potentially encouraging imprudent risk-taking by employees. We have implemented risk management processes, including a policy, to identify, evaluate, assess, and manage risks associated with incentive compensation plans and the activities of certain employees, defined as Covered Employees, who have the authority to expose the Company to material amounts of risk.

Compliance Risk

Schwab faces compliance risk which is the potential exposure to legal or regulatory sanctions, fines or penalties, financial loss, or damage to reputation resulting from the failure to comply with laws, regulations, rules, or other regulatory requirements. Among other things, compliance risks relate to the suitability of client investments, conflicts of interest, disclosure obligations and performance expectations for products and services, supervision of employees, and the adequacy of our controls. The Company and its affiliates are subject to extensive regulation by federal, state and foreign regulatory authorities, including SROs.

We manage compliance risk through policies, procedures and controls reasonably designed to achieve and/or monitor compliance with applicable legal and regulatory requirements. These procedures address issues such as conduct and ethics, sales and trading practices, marketing and communications, extension of credit, client funds and securities, books and records, anti-money laundering, client privacy, and employment policies.

Privacy risk is the risk of unauthorized collection, use, storage, or sharing of personal information, including data incidents and other mismanagement of personal information. We manage privacy risk through policies, procedures, and controls reasonably designed to achieve and/or monitor compliance with these laws and regulations.

Anti-money laundering/Sanctions risk is the risk of legal or regulatory sanctions, fines or penalties, financial loss, or damage to reputation resulting from the failure to comply with the Bank Secrecy Act/Anti-Money Laundering (BSA/AML) and Office of Foreign Assets Control (OFAC)/global sanctions (collectively, “AML”) laws, regulations, rules, or other regulatory requirements. Schwab manages this risk through daily monitoring, a system of internal controls, education and training for appropriate personnel, and developing risk-based procedures for conducting ongoing customer due diligence and complying with beneficial ownership requirements for legal entity customers.

Conduct risk arises from inappropriate, unethical, or unlawful behavior of the Company, its employees or third parties acting on the Company’s behalf that may result in detriment to the Company’s clients, financial markets, the Company, and/or the Company’s employees. We manage this risk through a policy,policies, procedures, a system of internal controls, including personnel monitoring and surveillance. Conduct-related matters are escalated through appropriate channels by the Corporate Responsibility Officer.


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Fiduciary risk is the potential for financial or reputational loss through breach of fiduciary duties to a client. Fiduciary activities include, but are not limited to, individual and institutional trust, investment management, custody, and cash and securities processing. We manage this risk by establishing policy and procedures to ensure that obligations to clients are discharged faithfully and in compliance with applicable legal and regulatory requirements. Business units have the primary responsibility for adherence to the policy and procedures applicable to their business. Guidance and control are provided through the creation, approval, and ongoing review of applicable policies by business units and various risk committees.

Credit Risk

Credit risk is the potential for loss due to a borrower, counterparty, or issuer failing to perform its contractual obligations. Our exposure to credit risk mainly results from investing activities in our liquidity and investment portfolios, mortgage lending, margin lending and client option and futures activities, pledged asset lending, securities lending activities, and our role as a counterparty in other financial contracts. To manage the risks of such losses, we have established policies and procedures, which include setting and reviewing credit limits, monitoring of credit limits and quality of counterparties, and adjusting margin, PAL, option, and futures requirements for certain securities and instruments.

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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

Liquidity and Investment Portfolios

Schwab has exposure to credit risk associated with its investment portfolios, which include U.S. agency and non-agency mortgage-backed securities, asset-backed securities, corporate debt securities, U.S. agency notes, U.S. Treasury securities, certificates of deposit, U.S. state and municipal securities, commercial paper, and foreign government agency securities.

At December 31, 2019,2021, substantially all securities in the investment portfolios were rated investment grade. U.S. agency mortgage-backed securities do not have explicit credit ratings; however, management considers these to be of the highest credit quality and rating given the guarantee of principal and interest by the U.S. government or U.S. government-sponsored enterprises.

Mortgage Lending Portfolio

The bank loan portfolio includes First Mortgages, HELOCs, PALs (discussed below), and other loans. The credit risk exposure related to loans is actively managed through individual loan and portfolio reviews. Management regularly reviews asset quality, including concentrations, delinquencies, nonaccrual loans, charge-offs, and recoveries. All are factors in the determination of an appropriate allowance for loancredit losses.

Our residential loan underwriting guidelines include maximum LTV ratios, cash out limits, and minimum Fair Isaac Corporation (FICO) credit scores. The specific guidelines are dependent on the individual characteristics of a loan (for example, whether the property is a primary or secondary residence, whether the loan is for investment property, whether the loan is for an initial purchase of a home or refinance of an existing home, and whether the loan size is conforming or jumbo).

Schwab does not originate or purchase residential loans that allow for negative amortization and does not originate or purchase subprime loans (generally defined as extensions of credit to borrowers with a FICO score of less than 620 at origination), unless the borrower has compensating credit factors. For more information on credit quality indicators relating to Schwab’s bank loans, see Item 8 – Note 6.7. 

Securities and Instrument-Based Lending Portfolios

Collateral arrangements relating to margin loans, PALs, option and futures positions, securities lending agreements, and securities purchased under agreements to resell (resale agreements) include provisions that require additional collateral in the event of market fluctuations. Additionally, for margin loans, PALs, options and futures positions, and securities lending agreements, collateral arrangements require that the fair value of such collateral sufficiently exceeds the credit exposure in order to maintain a fully secured position.


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Other Counterparty Exposures

Schwab performs clearing services for all securities transactions in its client accounts. Schwab has exposure to credit risk due to its obligation to settle transactions with clearing corporations, mutual funds, and other financial institutions even if Schwab’s clients or a counterparty fail to meet their obligations to Schwab.the Company.

Market Risk

Market risk is the potential for changes in earnings or the value of financial instruments held by Schwab as a result of fluctuations in interest rates, equity prices, or market conditions. Schwab is exposed to interest ratemarket risk primarily from changes in market interest rates onwithin our interest-earning assets relative to changes in the costs of funding sources that finance these assets.

To manage interest rate risk, we have established policies and procedures, which include setting limits on net interest revenue risk and economic value of equity (EVE) risk. To remain within these limits, we manage the maturity, repricing, and cash flow characteristics of the investment portfolios. Management monitors established guidelines to stay within the Company’s risk appetite.

Our measurement of interest rate risk involves assumptions that are inherently uncertain and, as a result, cannot precisely estimate the impact of changes in interest rates on net interest revenue, bank deposit account fees, or economic value of equity.EVE. Actual results may differ from simulated results due to balance growth or decline and the timing, magnitude, and frequency of interest rate changes,
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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

as well as changes in market conditions and management strategies, including changes in asset and liability mix. Financial instruments are also subject to the risk that valuations will be negatively affected by changes in demand and the underlying market for a financial instrument. 

We are indirectly exposed to option, futures, and equity market fluctuations in connection with client option and futures accounts, securities collateralizing margin loans to brokerage customers, and client securities loaned out as part of the brokerage securities lending activities. Equity market valuations may also affect the level of brokerage client trading activity, margin borrowing, and overall client engagement with Schwab. Additionally, we earn mutual fund and ETF service fees and asset management fees based upon daily balances of certain client assets. Fluctuations in these client asset balances caused by changes in equity valuations directly impact the amount of fee revenue we earn.

Our market risk related to financial instruments held for trading is not material.

Interest Rate Risk Simulations

Net Interest Revenue Simulation

For our net interest revenue sensitivity analysis, we use net interest revenue simulation modeling techniques to evaluate and manage the effect of changing interest rates. The simulations include all balance sheet interest rate-sensitive assets and liabilities. Key assumptions include the projection of interest rate scenarios with rate floors, prepayment speeds of mortgage-related investments, repricing of financial instruments, and reinvestment of matured or paid-down securities and loans.

Net interest revenue is affected by various factors, such as the distribution and composition of interest-earning assets and interest-bearing liabilities, the spread between yields earned on interest-earning assets and rates paid on interest-bearing liabilities, which may reprice at different times or by different amounts, and the spread between shortshort- and long-term interest rates. Interest-earning assets primarily include investment securities, margin loans, and bank loans. These assets are sensitive to changes in interest rates and changes in prepayment levels that tend to increase in a declining rate environment and decrease in a rising rate environment. Because we establish the rates paid on certain brokerage client cash balances and bank deposits and the rates charged on certain margin and bank loans, and control the composition of our investment securities, we have some ability to manage our net interest spread, depending on competitive factors and market conditions.


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Net interest revenue sensitivity analysis assumes the asset and liability structure of the consolidated balance sheet would not be changed as a result of the simulated changes in interest rates. As we actively manage the consolidated balance sheet and interest rate exposure, in all likelihood we would take steps to manage additional interest rate exposure that could result from changes in the interest rate environment.

The following table shows the simulated change to net interest revenue change over the next 12 months beginning December 31, 20192021 and 20182020 of a gradual 100 basis point increase or decrease in market interest rates relative to prevailing market rates at the end of each reporting period:
December 31,20212020
Increase of 100 basis points14.1%14.2%
Decrease of 100 basis points(4.5)%(4.3)%
December 31,2019
2018
Increase of 100 basis points4.8%4.4%
Decrease of 100 basis points(7.4)%(4.9)%

The year-over-year changeCompany’s simulated increase of 100 basis points in market interest rates had a slightly lower impact on net interest revenue sensitivities reflects lowerat year-end 2021 compared with year-end 2020 due to an increase in the Company’s projected repricing of client deposit rates across higher market interest rate scenarios, which was partially offset as a result of holding a higher allocation of floating-rate assets on the balance sheet at December 31, 2021 relative to the prior year-end. A simulated decrease of 100 basis points in market interest rates acrosshad a slightly larger impact year-over-year primarily as a result of holding a higher allocation of floating-rate assets.

Higher short-term interest rates would positively impact net interest revenue as yields on interest-earning assets are expected to rise faster than the cost of funding sources. A decline in interest rates could negatively impact the yield curve, producing higher adverse sensitivityon the Company’s investment and loan portfolio to lower ratesa greater degree than any offsetting reduction in interest expense from funding sources, compressing net interest margin.

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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as funding costs more rapidly reach rate floor assumptions.Noted)

In addition to measuring the effect of a gradual 100 basis point parallel increase or decrease in current interest rates, we regularly simulate the effects of larger parallel- and non-parallel shifts in interest rates on net interest revenue.

Bank Deposit Account Fees Simulation

Consistent with the presentation on the consolidated statement of income, the sensitivity of bank deposit account fee revenue to interest rate changes is assessed separately from the net interest revenue simulation described above. As of December 31, 2021 and 2020, simulated changes in bank deposit account fee revenue from gradual 100 basis point changes in market interest rates relative to prevailing market rates did not have a significant impact on the Company’s total net revenues.

Economic Value of Equity Simulation

Management also uses economic value of equity (EVE)EVE simulations to measure interest rate risk. EVE sensitivity measures the long-term impact of interest rate changes on the net present value of assets and liabilities. EVE is calculated by subjecting the balance sheet to hypothetical instantaneous shifts in the level of interest rates. This analysis is highly dependent upon asset and liability assumptions based on historical behaviors as well as our expectations of the economic environment. Key assumptions in our EVE calculation include projection of interest rate scenarios with rate floors, prepayment speeds of mortgage-related investments, term structure models of interest rates, non-maturity deposit behavior, and pricing assumptions.

Our net interest revenue, bank deposit account fee revenue, and EVE simulations reflect the assumption of non-negative investment yields.
Expected
Phase-out of LIBOR

The Company continues to prepare for the phasing-out of LIBOR, undertaking many efforts coordinated by its firm-wide transition team. The LIBOR transition team is overseen by executive leadership and has organized its efforts to address both client-impacting and non-client-impacting workstreams. From a client perspective, the Company has established a firm-wide teampages on the client-facing websites for CS&Co and TD Ameritrade, Inc. to address the likely discontinuation of LIBOR. As part ofprovide information for our efforts,clients to help them understand how they may be impacted by LIBOR’s discontinuation. In addition, we have inventoriedmaintain internal informational resources for our LIBORclient-facing employees’ awareness regarding LIBOR’s phase-out.

The Company’s largest exposures the largest of whichto LIBOR are certain investment securities and loans. In purchasing new investment securities, we ensure that appropriate fall-backfallback language is in the security’s prospectusplace in the event that LIBOR isbecomes unavailable or is deemed unreliable. Weunreliable, and we have sold certain securities lacking appropriate fallback language. Additionally, in accordance with regulatory feedback, we are updating loan agreementslimiting our purchases of LIBOR-based securities, and we ensure that any new purchases of LIBOR-based securities were issued prior to ensure new LIBOR-based loans adequatelyJanuary 1, 2022. As of December 31, 2021, substantially all of the Company’s remaining investment securities with exposure to LIBOR provide for an alternativeappropriate fallback in the event LIBOR is no longer available. Consistent with guidance from the Alternative Reference Rate Committee, a group of private-market participants jointly convened by the Federal Reserve Board and the Federal Reserve Bank of New York to LIBOR. Furthermore, we plan to phase-outhelp ensure a successful transition from LIBOR, the Company phased-out the use of LIBOR as a reference rate in new loans prior to year-end 2021, and the Company’s portfolio of legacy loans have fallback language if LIBOR is no longer available.

Certain of the Company’s technology systems and financial models have historically utilized LIBOR, and we have now substantially transitioned our newfinancial models and systems to alternative reference rates. In addition, we have transitioned the Company’s IDA agreement and certain intercompany lending products before December 2021. Consistentagreements that previously were tied to LIBOR to other appropriate reference rates.

Additional transition efforts to prepare for the phasing-out of LIBOR are ongoing. The floating dividend rates for our Series A, E, and F preferred stock are based on LIBOR. In addition, operational work remains to transition our legacy loan portfolio, in accordance with our “Through Clients’ Eyes” strategy, our focus throughoutexpected regulatory guidance, to alternate reference rates that are consistent with the LIBOR transition process is to ensure clients are treated fairly and consistently as this major change is occurringfallback language included in the financial markets. The market transition process has not yet progressed to a point at which the impact to the Company’s consolidated financial statements of LIBOR’s discontinuation can be estimated.contracts.

Liquidity Risk

Liquidity risk is the potential that Schwab will be unable to sell assets or meet cash flow obligations when they come due without incurring unacceptable losses.

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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

Due to its role as a source of financial strength, CSC’s liquidity needs are primarily driven by the liquidity and capital needs ofof: CS&Co, TD Ameritrade, Inc., and TDAC, our principal broker-dealer subsidiaries; the capital needs of the banking subsidiaries,subsidiaries; principal and interest due on corporate debt,debt; dividend payments on CSC’s preferred stock,stock; and returns of capital to common stockholders. The liquidity needs of CS&Coour broker-dealer subsidiaries are primarily driven by client activity including trading and margin borrowinglending activities and capital expenditures. The capital needs of the banking subsidiaries are primarily driven by client deposits.deposit levels. We have established liquidity policies to support the successful execution of business strategies, while ensuring ongoing and sufficient liquidity to meet operational needs and satisfy applicable regulatory requirements under both normal and stressed conditions. We seek to maintain client confidence in the balance sheet and the safety of client assets by maintaining liquidity and diversity of funding sources to allow the Company to meet its obligations. To this end, we have established limits and contingency funding scenarios to support liquidity levels during both business as usual and stressed conditions.


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


We employ a variety of methodologies to monitor and manage liquidity. We conduct regular liquidity stress testing to develop a consolidated view of liquidity risk exposures and to ensure our ability to maintain sufficient liquidity during market-related or company-specific liquidity stress events. Liquidity is also tested at keycertain subsidiaries and results are reported to the Financial Risk Oversight Committee. A number of early warning indicators are monitored to help identify emerging liquidity stresses in the market or within the organization and are reviewed with management as appropriate.

Primary Funding Sources

Schwab’s primary source of funds is cash generated by client activity which includes bank deposits and cash balances in client brokerage accounts. These funds are used to purchase investment securities and extend loans to clients.

Other sources of funds may include cash flows from operations, maturities and sales of investment securities, repayments on loans, securities lending of assets held in client brokerage accounts, repurchase agreements, and cash provided by external financing.

To meet daily funding needs, we maintain liquidity in the form of overnight cash deposits and short-term investments. For unanticipated liquidity needs, we also maintain a buffer of highly liquid investments, including U.S. Treasury securities.

Additional Funding Sources

In addition to internal sources of liquidity, Schwab has access to external funding. The need for short-term borrowings from external debt facilities arises primarily from timing differences between cash flow requirements, scheduled liquidation of interest-earning investments, movements of cash to meet regulatory brokerage client cash segregation requirements, and general corporate purposes. We maintain policies and procedures necessary to access funding and test discount window borrowing procedures on a periodic basis.

The following table describes external debt facilities available at December 31, 2019:2021:
DescriptionBorrowerOutstandingAvailable
Federal Home Loan Bank secured credit facility (1)
Banking subsidiaries$
$34,207
Federal Reserve discount window (2)
Banking subsidiaries
8,536
Uncommitted, unsecured lines of credit with various external banksCSC, CS&Co
1,642
Unsecured commercial paper (3)
CSC
750
Committed, unsecured credit facility with various external banks (4)
CSC
750
DescriptionBorrowerOutstandingAvailable
Federal Home Loan Bank secured credit facilitiesBanking subsidiaries$— $63,476 
Federal Reserve discount windowBanking subsidiaries— 11,957 
Uncommitted, unsecured lines of credit with various external banksCSC, CS&Co— 1,522 
Unsecured commercial paper (1)
CSC3,006 1,994 
Committed, unsecured credit facility with various external banksTDAC— 600 
Secured uncommitted lines of credit with various external banks (2)
TDAC1,850 — 
(1)Amounts available are dependent on In October 2021, the Company increased the amount of First Mortgages, HELOCs, and the fair value of certain investment securities that are pledged as collateral.commercial paper available to issue from $1.5 billion to $5.0 billion.
(2)Amounts Secured borrowing capacity is made available are dependentbased on TDAC’s ability to provide acceptable collateral to the fair value of certain investment securities that are pledgedlenders as collateral.determined by the credit agreements.
(3)
CSC has authorization from its Board of Directors to issue Commercial Paper Notes not to exceed $1.5 billion. Management has set a current limit not to exceed the amount of the committed, unsecured credit facility.
(4) Other than an overnight borrowing to test availability, this facility was unused during 2019.

Our banking subsidiaries maintain secured credit facilities with the FHLB. Amounts available under these facilities are dependent on the value of our First Mortgages, HELOCs, and the fair value of certain of our investment securities that are pledged as collateral. These credit facilities are also available as backup financing in the event the outflow of client cash from the banking subsidiaries’ respective balance sheets is greater than maturities and paydowns on investment securities and bank loans.

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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

Our banking subsidiaries also have access to short-term secured funding through the Federal Reserve discount window. Amounts available under the Federal Reserve discount window are dependent on the fair value of certain investment securities that are pledged as collateral. Our banking subsidiaries may also engage with external banks in repurchase agreements collateralized by investments securities as another source of short-term liquidity.

CSC has a commercial paper program of which proceeds are used for general corporate purposes. The maturities of the Commercial Paper Notes may vary, but are not to exceed 270 days from the date of issue. CSC’s ratings for these short-term borrowings were P1 by Moody’s, A1 by Standard & Poor’s, and F1 by Fitch at December 31, 20192021 and 2018, and2020. CSC had no Commercial Paper Notes outstanding at December 31, 2019 or 2018.


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


The financial covenants for the $750 million committed credit facility require CS&Co to maintain a minimum net capital ratio, all bank subsidiaries to be well capitalized, and CSC to maintain a minimum level of stockholders’ equity, adjusted to exclude AOCI. At December 31, 2019, the minimum level of stockholders’ equity required under this facility was $16.0 billion (CSC’s stockholders’ equity, excluding AOCI, at December 31, 2019 was $21.7 billion). Management believes these restrictions will not have a material effect on CSC’s ability to meet foreseeable dividend or funding requirements.

To partially satisfy the margin requirement of client option transactions with the Options Clearing Corporation, CS&Co has unsecured standby letter of credit agreements (LOCs) with several banks in favor of the Options Clearing Corporation aggregating $20 million at December 31, 2019. There were no funds drawn under any of these LOCs during 2019 or 2018. In connection with its securities lending activities, the Company is required to provide collateral to certain brokerage clients. The collateral requirements were satisfied by providing cash as collateral.

CSCalso has a universal automatic shelf registration statement on file with the SEC, which enables it to issue debt, equity, and other securities. CS&Co maintains uncommitted, unsecured bank credit lines with a group of banks as a source of short-term liquidity, which can also be accessed by CSC. TDAC maintains a senior unsecured committed revolving credit facility with an aggregate borrowing capacity of $600 million, which matures in April 2022. TDAC also maintains secured uncommitted lines of credit, under which TDAC borrows on either a demand or short-term basis and pledges client margin securities as collateral.

To support growth in margin loan balances at our broker-dealer subsidiaries while meeting our LCR requirements, the Company issues commercial paper or draws on secured lines of credit, in addition to capital markets issuances.

Liquidity Coverage Ratio

As Schwab’s consolidated balance sheet assets were above $250 billion at December 31, 2018,Beginning October 1, 2021, Schwab became subject to the non-modifiedfull (100%) LCR, rule on Aprilwhich requires the Company to hold HQLA in an amount equal to at least 100% of the Company’s projected net cash outflows over a prospective 30-calendar-day period of acute liquidity stress, calculated each business day. See Item 1 2019.– Regulation for additional information. The Company was in compliance with the full LCR rule at December 31, 2019. See Business – Regulation in Part I, Item 1 for information on recently issued rules that impact Schwab’s LCR requirements.

The2021, and the table below presents information about our average daily LCR:
Average for the
Three Months Ended December 31, 2021
Total eligible HQLA$117,507 
Net cash outflows$110,405 
LCR106 %
 Average for the
 Three Months Ended December 31, 2019
Total eligible HQLA$54,494
Net cash outflows$48,135
LCR113%

Borrowings

The Company had no$4.9 billion of short-term borrowings outstanding as of December 31, 2019 or 2018.2021 and none at December 31, 2020. Long-term debt outstanding was $7.4is primarily comprised of Senior Notes and totaled $18.9 billion and $6.9$13.6 billion at December 31, 20192021 and 2018,2020, respectively.

The following are detailstable provides information about our Senior Notes outstanding as of the Senior Notes:December 31, 2021:
Par OutstandingMaturityWeighted-Average
Interest Rate
Moody’sStandard
& Poor’s
Fitch
CSC Senior Notes$17,768 2022 - 20312.35%A2AA
TDA Holding Senior Notes963 2022 - 20293.06%A2A

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December 31, 2019Par OutstandingMaturityWeighted-Average
Interest Rate
Moody’sStandard
& Poor’s
Fitch
Senior Notes$7,481
2020 - 20293.34%A2AA



THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


New Debt Issuances

All debt issuances in 2019, 2018,2021, 2020, and 20172019 were senior unsecured obligations. Additional details of these debt issuances are as follows:
Issuance DateIssuance AmountMaturity DateInterest RateInterest Payable
May 22, 2019$600 5/22/20293.250%Semi-annually
March 24, 2020$600 3/24/20254.200%Semi-annually
March 24, 2020$500 3/22/20304.625%Semi-annually
December 11, 2020$1,250 3/11/20260.900%Semi-annually
December 11, 2020$750 3/11/20311.650%Semi-annually
March 18, 2021$1,250 3/18/2024
SOFR (1) + 0.500%
Quarterly
March 18, 2021$1,500 3/18/20240.750%Semi-annually
March 18, 2021$1,250 3/20/20282.000%Semi-annually
May 13, 2021$500 5/13/2026
SOFR (1) + 0.520%
Quarterly
May 13, 2021$1,000 5/13/20261.150%Semi-annually
May 13, 2021$750 5/13/20312.300%Semi-annually
August 26, 2021$850 12/1/20311.950%Semi-annually
Issuance DateIssuance AmountMaturity DateInterest RateInterest Payable
March 2, 2017$650
3/2/20273.200%Semi-annually
December 7, 2017$700
1/25/20283.200%Semi-annually
December 7, 2017$800
1/25/20232.650%Semi-annually
May 22, 2018$600
5/21/2021Three-month LIBOR
+ 0.32%
Quarterly
May 22, 2018$600
5/21/20213.250%Semi-annually
May 22, 2018$750
5/21/20253.850%Semi-annually
October 31, 2018$500
2/1/20243.550%Semi-annually
October 31, 2018$600
2/1/20294.000%Semi-annually
May 22, 2019$600
5/22/20293.250%Semi-annually
(1) Secured Overnight Financing Rate

During the third quarter of 2021, we completed a debt exchange offer related to certain senior notes issued by TDA Holding for an equivalent amount of senior notes issued by CSC. For further discussion of the exchange, see Item 8 – Note 13.

Equity Issuances and Redemptions

CSCCSC’s preferred stock issued and net proceeds for 2020 and 2021 shown below. The Company did not issue any equity through external offerings during 2019 or 2018. CSC’s preferred stock issued and net proceeds for 2017 are as follows:2019.
 Date Issued and SoldNet Proceeds
Series FOctober 31, 2017$492

Date Issued and SoldNet Proceeds
Series GApril 30, 2020$2,470 
Series HDecember 11, 2020$2,470 
Series IMarch 18, 2021$2,222 
Series JMarch 30, 2021$584 

On DecemberJune 1, 2017, CSC2021, the Company redeemed all of the 485,000 outstanding shares of its 6.00% Non-Cumulative Perpetual Preferred Stock, Series B (Series B Preferred Stock),C, and the corresponding 19,400,000 depositary shares, each representing a 1/40th interest in a share ofshares. The redemption was funded with the net proceeds from the Series B Preferred Stock.J preferred stock offering.

For further discussion, of CSC’s long-term debt and information on the equity offerings, see Item 8 – Note 1213 for the Company’s outstanding debt and Note 17.

Acquisition of USAA-IMCO

We expect to utilize cash generated from operations to fund the $1.8 billion purchase of assets from USAA-IMCO. The transaction is expected to close in mid-2020, subject to satisfaction of closing conditions, including regulatory approvalsborrowing facilities and the implementation of conversion plans.

Off-Balance Sheet Arrangements

Schwab enters into various off-balance sheet arrangements in the ordinary course of business, primarily to meet the needs of our clients. These arrangements include firm commitments to extend credit. Additionally, Schwab enters into guarantees and other similar arrangements in the ordinary course of business. For information on each of these arrangements, see Item 8 – Note 6, Note 10, Note 12, Note19 for equity outstanding balances, issuances, and redemptions.

Contractual Obligations

Schwab’s principal contractual obligations as of December 31, 2021 include credit-related financial instruments, representing our banking subsidiaries’ commitments to extend credit to banking clients, purchase mortgage loans, and fund CRA investments; payments on short-term borrowings and long-term debt; purchase obligations for services such as advertising and marketing, telecommunications, hardware- and software-related agreements, and professional services; and lease payments including legally-binding minimum lease payments for leases signed but not yet commenced. For information on our contractual obligations for credit-related financial instruments, short-term borrowings and long-term debt, and leases, see Part II, Item 8 – Notes 15, 13, and 14, respectively. As of December 31, 2021, the Company had total short-term purchase obligations of $484 million and Note 15. 

total long-term purchase obligations of $532 million.
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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Contractual Obligations

Schwab’s principal contractual obligations as of December 31, 2019 are shownSchwab also enters into guarantees and other similar arrangements in the following table. Excluded from this table are liabilities recordedordinary course of business. For information on the consolidated balance sheets that are generally short-term in nature or without contractual payment terms (e.g., bank deposits, payables to brokerage clients, and deferred compensation). The below table also excludes the planned all-stock acquisition of TD Ameritrade and any expenses related to the acquisition.
 Less than
1 Year
 1-3
Years
 3-5
Years
 More than
5 Years
 Total
Credit-related financial instruments (1)
$3,033
 $3,495
 $4,549
 $1,501
 $12,578
Long-term debt (2)
947
 1,842
 1,615
 4,389
 8,793
Purchase obligations (3)
2,061
 225
 46
 44
 2,376
Leases (4)
141
 236
 173
 268
 818
Total$6,182
 $5,798
 $6,383
 $6,202
 $24,565
(1) Represents CSB’s commitments to extend credit to banking clients, purchase mortgage loans, and commitments to fund CRA investments.
(2) Includes estimated future interest payments through 2029 for Senior Notes. Amounts exclude unamortized discounts and premiums.
(3) Consists of purchase obligations for services such as advertising and marketing, telecommunications, professional services, and hardware- and software-related agreements. Also includes $1.8 billion for the planned acquisition of USAA-IMCO assets; other costs related to the USAA-IMCO acquisition are excluded. (Seethese arrangements, see Item 8 – Note 14).Notes 7, 11, 13, 15, and 17. Pursuant to the IDA agreement, certain brokerage client deposits are required to be swept off-balance sheet to the TD Depository Institutions. We also maintain agreements pursuant to which certain client brokerage cash deposits are swept to other third-party depository institutions. See Item 8 – Notes 3 and 15 for additional information on the IDA agreement.

(4) Represents operating lease payments including legally-binding minimum lease payments for leases signed but not yet commenced.


CAPITAL MANAGEMENT

Schwab seeks to manage capital to a level and composition sufficient to support execution of our business strategy, including anticipated balance sheet growth inclusive of migration of IDA balances (see further discussion below), providing financial support to our subsidiaries, and sustained access to the capital markets, while at the same time meeting our regulatory capital requirements and serving as a source of financial strength to our banking subsidiaries. Schwab’s primary sources of capital are funds generated by the operations of subsidiaries and securities issuances by CSC in the capital markets. To ensure that Schwab has sufficient capital to absorb unanticipated losses or declines in asset values, we have adopted a policy to remain well capitalized even in stressed scenarios. Our capital management in coming quarters will incorporate preparations for closing the USAA-IMCO transaction, including the allocation of capital to support client cash that will be added to our balance sheet.

Internal guidelines are set, for both CSC and its regulated subsidiaries, to ensure capital levels are in line with our strategy and regulatory requirements. Capital forecasts are reviewed monthly at Asset-Liability Management and Pricing Committee and Financial Risk Oversight Committee meetings. A number of early warning indicators are monitored to help identify potential problems that could impact capital. In addition, we monitor the subsidiaries’ capital levels and requirements. Subject to regulatory capital requirements and any required approvals, any excess capital held by subsidiaries is transferred to CSC in the form of dividends and returns of capital. When subsidiaries have need of additional capital, funds are provided by CSC as equity investments and also as subordinated loans (in a form approved as regulatory capital by regulators) for CS&Co. The details and method used for each cash infusion are based on an analysis of the particular entity’s needs and financing alternatives. The amounts and structure of infusions must take into consideration maintenance of regulatory capital requirements, debt/equity ratios, and equity double leverage ratios.

Schwab conducts regular capital stress testing to assess the potential financial impacts of various adverse macroeconomic and company-specific events to which the Company could be subjected. The objective of the capital stress testing is (1) to explore various potential outcomes – including rare and extreme events and (2) to assess impacts of potential stressful outcomes on both capital and liquidity. Additionally, we have a comprehensive Capital Contingency Plan to provide action plans for certain low probability/high impact capital events that the Company might face. The Capital Contingency Plan is issued under the authority of the Financial Risk Oversight Committee and provides guidelines for sustained capital events. It does not specifically address every contingency, but is designed to provide a framework for responding to any capital stress. The results of the stress testing indicate there are two scenarios which could stress the Company’s capital: (1) inflows of balance sheet cash during a period of very low interest rates and (2) outflows of balance sheet cash when other sources of financing are not available and the Company is required to sell assets to fund the flows at a loss. The Capital Contingency Plan is reviewed annually and updated as appropriate.


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


For additional information, see Business – Regulation in Part I, Item 1.

Regulatory Capital Requirements

CSC is subject to capital requirements set by the Federal Reserve and is required to serve as a source of strength for our banking subsidiaries and to provide financial assistance if our banking subsidiaries experience financial distress. Schwab is required to maintain a Tier 1 Leverage Ratio for CSC of at least 4%; however, management seeks to maintain, and we have a ratiolong-term operating objective of at least 6%6.75%-7.00%. Due to the relatively low risk of our balance sheet assets and risk-based capital ratios at CSC and CSB that are well in excess of regulatory requirements, the Tier 1 Leverage Ratio is the most restrictive capital constraint on CSC’s asset growth.

Our banking subsidiaries are subject to capital requirements set by their regulators that are substantially similar to those imposed on CSC by the Federal Reserve. Our banking subsidiaries’ failure to remain well capitalized could result in certain mandatory and possibly additional discretionary actions by the regulators that could have a direct material effect on the banks. Schwab’s principal banking subsidiary, CSB, is required to maintain a Tier 1 Leverage Ratio of at least 5% to be well capitalized, but seeks to maintain a ratio of at least 6.25%. Based on its regulatory capital ratios at December 31, 2019,2021, CSB is considered well capitalized.
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The following table details the capital ratios for CSC consolidatedTHE CHARLES SCHWAB CORPORATION
Management’s Discussion and CSB:Analysis of Financial Condition and Results of Operations
December 31,
2019 (1)
 2018
 CSC CSB CSC CSB
Total stockholders’ equity$21,745
 $14,832
 $20,670
 $15,615
Less:       
Preferred Stock2,793
 
 2,793
 
Common Equity Tier 1 Capital before regulatory adjustments$18,952
 $14,832
 $17,877
 $15,615
Less:       
Goodwill, net of associated deferred tax liabilities$1,184
 $13
 $1,188
 $13
Other intangible assets, net of associated deferred tax liabilities104
 
 125
 
Deferred tax assets, net of valuation allowances and deferred tax liabilities4
 
 3
 1
AOCI adjustment (1)

 
 (252) (231)
Common Equity Tier 1 Capital $17,660
 $14,819
 $16,813
 $15,832
Tier 1 Capital$20,453
 $14,819
 $19,606
 $15,832
Total Capital20,472
 14,837
 19,628
 15,853
Risk-Weighted Assets90,512
 71,521
 95,441
 80,513
Total Leverage Exposure (1)
286,813
 216,582
 N/A
 N/A
Common Equity Tier 1 Capital/Risk-Weighted Assets19.5% 20.7% 17.6% 19.7%
Tier 1 Capital/Risk-Weighted Assets22.6% 20.7% 20.5% 19.7%
Total Capital/Risk-Weighted Assets22.6% 20.7% 20.6% 19.7%
Tier 1 Leverage Ratio7.3% 7.1% 7.1% 7.2%
Supplementary Leverage Ratio (1)
7.1% 6.8% N/A
 N/A
(Tabular Amounts in Millions, Except Ratios, or as Noted)
(1) Beginning in 2019, CSC and CSB were required to include all components of AOCI in regulatory capital and report our supplementary leverage ratio, which is calculated as Tier 1 capital divided by total leverage exposure. Total leverage exposure includes all on-balance sheet assets and certain off-balance sheet exposures, including unused commitments. Prior to 2019, CSC and CSB elected to opt-out of the requirement to include most components of AOCI in Common Equity Tier 1 Capital; the amounts and ratios for December 31, 2018 are presented on this basis. In the interagency regulatory capital and liquidity rules adopted in October 2019, Category III banking organizations such as CSC were given the ability to opt-out of the inclusion of AOCI in regulatory capital, and CSC made this opt-out election effective as of January 1, 2020. See Business – Regulation in Part I, Item 1 for additional information on recently issued rules that impact Schwab’s regulatory capital requirements.
N/A Not applicable.

CSB is also subject to regulatory requirements that restrict and govern the terms of affiliate transactions. In addition, CSB is required to provide notice to, and may be required to obtain approval from, the OCCFederal Reserve and the Federal ReserveTexas Department of Savings and Mortgage Lending (TDSML) to declare dividends to CSC.


THE CHARLES SCHWAB CORPORATION
Management’s Discussion As broker-dealers, CS&Co, TDAC, and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


As a broker-dealer, CS&Co isTD Ameritrade, Inc., are subject to regulatory requirements of the Uniform Net Capital Rule, which is intended to ensure the general financial soundness and liquidity of broker-dealers. These regulations prohibit CS&Cothe broker-dealer subsidiaries from paying cash dividends, making unsecured advances and loans to the parent companyCSC and employees, and repaying subordinated borrowings from CSC if such payment would result in a net capital amount below prescribed thresholds. At December 31, 2019,2021, CS&Co, wasTDAC, and TD Ameritrade, Inc. were in compliance with itstheir respective net capital requirements.

In addition to the capital requirements above, Schwab’s subsidiaries are subject to other regulatory requirements intended to ensure financial soundness and liquidity. See Item 8 – Note 2123 for additional information on the components of stockholders’ equity and information on the capital requirements of significant subsidiaries.

The following table details the capital ratios for CSC consolidated and CSB:
December 31,20212020
CSCCSBCSCCSB
Total stockholders’ equity$56,261 $27,035 $56,060 $22,223 
Less:
Preferred stock9,954 — 7,733 — 
Common Equity Tier 1 Capital before regulatory adjustments$46,307 $27,035 $48,327 $22,223 
Less:
Goodwill, net of associated deferred tax liabilities$11,857 $13 $11,897 $13 
Other intangible assets, net of associated deferred tax liabilities7,579 — 8,103 — 
Deferred tax assets, net of valuation allowances and deferred tax liabilities13 12 17 12 
AOCI adjustment(1,109)(1,004)5,394 4,672 
Common Equity Tier 1 Capital $27,967 $28,014 $22,916 $17,526 
Tier 1 Capital$37,921 $28,014 $30,649 $17,526 
Total Capital37,950 28,033 30,688 17,558 
Risk-Weighted Assets141,969 104,409 123,881 91,062 
Total Leverage Exposure614,466 400,532 491,469 325,437 
Common Equity Tier 1 Capital/Risk-Weighted Assets19.7 %26.8 %18.5 %19.2 %
Tier 1 Capital/Risk-Weighted Assets26.7 %26.8 %24.7 %19.2 %
Total Capital/Risk-Weighted Assets26.7 %26.8 %24.8 %19.3 %
Tier 1 Leverage Ratio6.2 %7.1 %6.3 %5.5 %
Supplementary Leverage Ratio6.2 %7.0 %6.2 %5.4 %

As a result of significant inflows of client cash in 2020, our Tier 1 Leverage Ratio for consolidated CSC and CSB declined below our long-term operating objectives. In 2021, the Company’s issuances of preferred stock and strength in earnings helped to largely maintain our Tier 1 Leverage Ratio, even as bank deposits and payables to brokerage clients grew by a total of $107.2 billion, or 23%, during the year. We ended 2021 with a consolidated Tier 1 Leverage Ratio of 6.2%, down slightly from the prior year-end of 6.3%. Earnings in 2021 as well as capital contributions from CSC drove an increase in CSB’s Tier 1 Leverage Ratio from 5.5% at year-end 2020 to 7.1% at year-end 2021. Though our Tier 1 Leverage Ratio is below our long-term operating objective for consolidated CSC, this ratio is well above the regulatory minimum. The pace of return to our long-term operating objective over time depends on a number of factors including the overall size of the Company’s balance sheet, earnings, and capital issuance and deployment.

IDA Agreement

Through December 31, 2021, Schwab had moved $10.1 billion of IDA balances to its balance sheet, which included uninsured balances and certain international account balances. The Company’s overall capital management strategy includes supporting migration of IDA balances in future periods as available pursuant to the terms of the IDA agreement. The Company’s ability to migrate these balances to its balance sheet is dependent upon multiple factors including having sufficient capital levels to sustain
- 54 -


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

these incremental deposits and the availability of IDA balances designated as floating-rate obligations. See Item 8 – Note 15 for further information on the IDA agreement.

Dividends

Since the initial dividend in 1989, CSC has paid 123131 consecutive quarterly dividends and has increased the quarterly dividend rate 2425 times, resulting in a 21%20% compounded annual growth rate, excluding the special cash dividend of $1.00 per common share in 2007. While the payment and amount of dividends are at the discretion of the Board of Directors, subject to certain regulatory and other restrictions, CSC currently targets its common and nonvoting common stock cash dividend at approximately 20% to 30% of net income.

The Board of Directors of the Company declared a quarterly cash dividend increasesincrease per common share during 2018 and 20192020 as shown below:
Date of DeclarationQuarterly Cash Increase Per Common Share% IncreaseNew Quarterly Dividend Per Common Share
January 30, 2020$0.01 %$0.18 
Date of DeclarationQuarterly Cash Increase Per Common Share % Increase New Quarterly Dividend Per Common Share
January 25, 2018$0.02
 25% $0.10
July 25, 20180.03
 30% 0.13
January 30, 20190.04
 31% 0.17

In addition, on January 30, 2020,26, 2022, the Board of Directors of the Company declared a onetwo cent, or 6%11%, increase in the quarterly cash dividend to $0.18$0.20 per common share.

The following table details the CSC cash dividends paid and per share amounts:
Year Ended December 31,2019 2018
 Cash PaidPer Share
Amount
 Cash PaidPer Share
Amount
Common Stock$898
$0.68
 $623
$0.46
Series A Preferred Stock (1)
28
70.00
 28
70.00
Series C Preferred Stock (2)
36
60.00
 36
60.00
Series D Preferred Stock (2)
45
59.52
 45
59.52
Series E Preferred Stock (3)
28
4,625.00
 28
4,625.00
Series F Preferred Stock (4)
25
5,000.00
 27
5,430.56
Year Ended December 31,20212020
Cash PaidPer Share
Amount
Cash PaidPer Share
Amount
Common and Nonvoting Common Stock$1,366 $0.72 $1,039 $0.72 
Series A Preferred Stock (1)
28 70.00 28 70.00 
Series C Preferred Stock (2)
18 30.00 36 60.00 
Series D Preferred Stock (3)
45 59.52 45 59.52 
Series E Preferred Stock (4)
28 4,625.00 28 4,625.00 
Series F Preferred Stock (5)
25 5,000.00 25 5,000.00 
Series G Preferred Stock (6)
134 5,375.00 79 3,150.35 
Series H Preferred Stock (7)
97 3,888.89 N/AN/A
Series I Preferred Stock (8)
63 2,811.11 N/AN/A
Series J Preferred Stock (9)
18 29.80 N/AN/A
(1) Dividends paid semi-annually until February 1, 2022 and quarterly thereafter.
(2) Series C Preferred Stock was redeemed on June 1, 2021. Prior to redemption, dividends paid quarterly and the final dividend was paid on June 1, 2021.
(3) Dividends paid quarterly.
(3)(4) Dividends paid semi-annually until March 1, 2022 and quarterly thereafter.
(4) (5) Dividends paid semi-annually beginning on June 1, 2018 until December 1, 2027 and quarterly thereafter.

(6) Series G Preferred Stock was issued on April 30, 2020. Dividends are paid quarterly, and the first dividend was paid on September 1, 2020.
(7) Series H Preferred Stock was issued on December 11, 2020. Dividends are paid quarterly, and the first dividend was paid on March 1, 2021.
(8) Series I Preferred Stock was issued on March 18, 2021. Dividends are paid quarterly, and the first dividend was paid on June 1, 2021.
(9) Series J Preferred Stock was issued on March 30, 2021. Dividends are paid quarterly, and the first dividend was paid on June 1, 2021.
N/A Not applicable.

Share Repurchases

On January 30, 2019, CSC publicly announced that its Board of Directors authorized the repurchase of up to $4.0 billion of common stock. The authorization does not have an expiration date. During 2019, CSC repurchased 55 million sharesThere were no repurchases of itsCSC’s common stock for $2.2 billion, leavingunder this authorization during the years ended December 31, 2021 or 2020. As of December 31, 2021, $1.8 billion remainingremained on our existing authorization as of December 31, 2019.authorization.


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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


On October 25, 2018, CSC publicly announced that its Board of Directors terminated the existing two share repurchase authorizations and replaced them with a new authorization to repurchase up to $1.0 billion of common stock. CSC repurchased 22 million shares of its common stock for $1.0 billion in 2018, completing all repurchases under this authorization.


FOREIGN EXPOSURE

At December 31, 2019,2021, Schwab had exposure to non-sovereign financial and non-financial institutions in foreign countries, as well as agencies of foreign governments. At December 31, 2019,2021, the fair value of these holdings totaled $6.4$12.5 billion, with the top three exposures being to issuers and counterparties domiciled in the United Kingdom at $5.2 billion, France at $3.9 billion, and Sweden at $754 million. At December 31, 2020, the fair value of these holdings totaled $10.1 billion, with the top three exposures being to issuers and counterparties domiciled in France at $3.1$6.7 billion, the NetherlandsGermany at $845 million,$1.2 billion, and SwedenCanada at $684$880 million.

In addition, to the direct holdings in foreign companies and securities issued by foreign government agencies, Schwab had outstanding margin loans to foreign residents of $437 million$3.3 billion and $2.2 billion at December 31, 2019.2021 and 2020, respectively.


FAIR VALUE OF FINANCIAL INSTRUMENTS

Schwab uses the market approach to determine the fair value of certain financial assets and liabilities recorded at fair value, and to determine fair value disclosures. See Item 8 – Notes 2 and 1618 for more information on our assets and liabilities recorded at fair value.

When available, Schwab uses quoted prices in active markets to measure the fair value of assets and liabilities. Quoted prices for investments in exchange-traded securities represent end-of-day close prices published by exchanges. Quoted prices for money market funds and other mutual funds represent reported net asset values. When utilizing market data and bid-ask spread, we use the price within the bid-ask spread that best represents fair value. When quoted prices in active markets do not exist, prices are obtained from independent third-party pricing services to measure the fair value of investment assets. We generally obtain prices from three independent pricing sources for assets recorded at fair value. Our primary third-party pricing service provides prices for our fixed income investments such as commercial paper; certificates of deposits; U.S. government and agency securities; state and municipal securities; corporate debt securities; asset-backed securities; foreign government agency securities; and non-agency commercial mortgage-backed securities. Such prices are based on observable trades, broker/dealer quotes, and discounted cash flows that incorporate observable information such as yields for similar types of securities (a benchmark interest rate plus observable spreads) and weighted-average maturity for the same or similar “to-be-issued” securities. We compare the prices obtained from the primary independent pricing service to the prices obtained from the additional independent pricing services to determine if the price obtained from the primary independent pricing service is reasonable. Schwab does not adjust the prices received from independent third-party pricing services unless such prices are inconsistent with the definition of fair value and result in material differences in the amounts recorded. At December 31, 2019 and 2018, we did not adjust prices received from the primary independent third-party pricing service.


CRITICAL ACCOUNTING ESTIMATES

The consolidated financial statements of Schwab have been prepared in accordance with GAAP. Item 8 – Note 2 contains more information on our significant accounting policies made in connection with its application ofapplying these accounting principles.

While the majority of the revenues, expenses, assets and liabilities are not based on estimates, there are certain accounting principles that require management to make estimates regarding matters that are uncertain and susceptible to change where such change may result in a material adverse impact on Schwab’s financial position and reported financial results. These critical accounting estimates are described below. Management regularly reviews the estimates and assumptions used in the preparation of the financial statements for reasonableness and adequacy.


THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)


Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of the Board of Directors. Additionally, management has reviewed with the Audit Committee the Company’s significant estimates discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Income Taxes

Schwab estimates income tax expense based on amounts expected to be owed to the various tax jurisdictions in which we operate, including federal, state and local domestic jurisdictions, and immaterial amounts owed to several foreign jurisdictions. The estimated income tax expense is reported in the consolidated statements of income in taxes on income. Accrued taxes are reported in other assets or accrued expenses and other liabilities on the consolidated balance sheets and represent the net estimated amount due to or to be received from taxing jurisdictions either currently or deferred to future periods. Deferred taxes arise from differences between assets and liabilities measured for financial reporting purposes versus income tax reporting purposes. Deferred tax assets are recognized if, in management’s judgment, their realizability is determined to be more likely than not. Uncertain tax positions that meet the more likely than not recognition threshold are measured to determine the amount of benefit to recognize. An uncertain tax position is measured at the largest amount of benefit management believes is more likely than not to be realized upon settlement. In estimating accrued taxes, we assess the relative merits and risks of the appropriate tax treatment considering statutory, judicial and regulatory guidance in the context of the tax position. Because of the complexity of tax laws and regulations, interpretation can be difficult and subject to legal judgment given specific facts and circumstances.

Changes in the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws, the status of examinations being conducted by various taxing authorities, and newly enacted statutory, judicial and regulatory guidance that impacts the relative merits and risks of tax positions. These changes, when they occur, affect accrued taxes and can be significant to the operating results of the Company. See Item 8 – Note 2022 for more information on the Company’s income taxes.

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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

Legal and Regulatory Reserves

Reserves for legal and regulatory claims and proceedings reflect an estimate of probable losses for each matter, after considering, among other factors, the progress of the case, prior experience and the experience of others in similar cases, available defenses, and the opinions and views of legal counsel. In many cases, including most class action lawsuits, it is not possible to determine whether a loss will be incurred, or to estimate the range of that loss, until the matter is close to resolution, in which case no accrual is made until that time. Reserves are adjusted as more information becomes available. Significant judgment is required in making these estimates, and the actual cost of resolving a matter may ultimately differ materially from the amount reserved. See Item 8 – Note 1415 for more information on the Company’s contingencies related to legal and regulatory reserves.


Business Combinations

We have accounted for our acquisitions using the acquisition method of accounting. The acquisition method requires us to make significant estimates and assumptions, especially at the acquisition date as we allocate the purchase price to the estimated fair values of acquired tangible and intangible assets and the liabilities assumed. We also use our best estimates to determine the useful lives of the tangible and definite-lived intangible assets, which impact the periods over which depreciation and amortization of those assets are recognized. These best estimates and assumptions are inherently uncertain as they pertain to forward looking views of our businesses, client behavior, and market conditions. In our acquisitions, we have also recognized goodwill at the amount by which the purchase price paid exceeds the fair value of the net assets acquired. See Item 8 – Notes 2 and 3 for more information on our valuation methods and the results of applying the acquisition method of accounting, including the estimated fair values of the assets acquired and liabilities assumed, and, where relevant, the estimated remaining useful lives.

Our ongoing accounting for goodwill and the tangible and intangible assets acquired requires us to make significant estimates and assumptions as we exercise judgement to evaluate these assets for impairment. Our processes and accounting policies for evaluating impairments are further described in Item 8 – Note 2. One of our reporting units has an immaterial amount of goodwill. The results of the 2021 annual goodwill impairment testing for our other two reporting units indicated that the estimated fair values substantially exceeded their carrying amounts.



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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

NON-GAAP FINANCIAL MEASURES

In addition to disclosing financial results in accordance with generally accepted accounting principles in the U.S. (GAAP), Management’s Discussion and Analysis of Financial Condition and Results of Operations contain references to the non-GAAP financial measures described below. We believe these non-GAAP financial measures provide useful supplemental information about the financial performance of the Company, and facilitate meaningful comparison of Schwab’s results in the current period to both historic and future results. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may not be comparable to non-GAAP financial measures presented by other companies.

Schwab’s use of non-GAAP measures is reflective of certain adjustments made to GAAP financial measures as described below.

Non-GAAP Adjustment or MeasureDefinitionUsefulness to Investors and Uses by Management
Acquisition and integration-related costs and amortization of acquired intangible assetsSchwab adjusts certain GAAP financial measures to exclude the impact of acquisition and integration-related costs incurred as a result of the Company’s acquisitions, amortization of acquired intangible assets, and, where applicable, the income tax effect of these expenses.

Adjustments made to exclude amortization of acquired intangible assets are reflective of all acquired intangible assets, which were recorded as part of purchase accounting. These acquired intangible assets contribute to the Company’s revenue generation. Amortization of acquired intangible assets will continue in future periods over their remaining useful lives.
We exclude acquisition and integration-related costs and amortization of acquired intangible assets for the purpose of calculating certain non-GAAP measures because we believe doing so provides additional transparency of Schwab’s ongoing operations, and is useful in both evaluating the operating performance of the business and facilitating comparison of results with prior and future periods.

Acquisition and integration-related costs fluctuate based on the timing of acquisitions and integration activities, thereby limiting comparability of results among periods, and are not representative of the costs of running the Company’s ongoing business. Amortization of acquired intangible assets is excluded because management does not believe it is indicative of the Company’s underlying operating performance.
Return on tangible common equityReturn on tangible common equity represents annualized adjusted net income available to common stockholders as a percentage of average tangible common equity. Tangible common equity represents common equity less goodwill, acquired intangible assets – net, and related deferred tax liabilities.Acquisitions typically result in the recognition of significant amounts of goodwill and acquired intangible assets. We believe return on tangible common equity may be useful to investors as a supplemental measure to facilitate assessing capital efficiency and returns relative to the composition of Schwab’s balance sheet.

The Company also uses adjusted diluted EPS and return on tangible common equity as components of performance criteria for employee bonus and certain executive management incentive compensation arrangements. The Compensation Committee of CSC’s Board of Directors maintains discretion in evaluating performance against these criteria.

The following tables present reconciliations of GAAP measures to non-GAAP measures:
Year Ended December 31,
202120202019
Total expenses excluding interest (GAAP)$10,807 $7,391 $5,873 
Acquisition and integration-related costs (1)
(468)(442)(26)
Amortization of acquired intangible assets(615)(190)(27)
Adjusted total expenses (non-GAAP)$9,724 $6,759 $5,820 
(1) Acquisition and integration-related costs for 2021 primarily consist of $283 million of compensation and benefits, $132 million of professional services, and $39 million of occupancy and equipment. Acquisition and integration-related costs for 2020 primarily consist of $235 million of compensation and benefits, $158 million of professional services, and $30 million of other expense. Substantially all acquisition and integration-related costs for 2019 are included in professional services expense.

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THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)

Year Ended December 31,
202120202019
AmountDiluted EPSAmountDiluted EPSAmountDiluted EPS
Net income available to common stockholders (GAAP),
  Earnings per common share — diluted (GAAP)
$5,360 $2.83 $3,043 $2.12 $3,526 $2.67 
Acquisition and integration-related costs468 .25 442 .31 26 .02 
Amortization of acquired intangible assets615 .32 190 .13 27 .02 
Income tax effects (1)
(268)(.15)(154)(.11)(13)(.01)
Adjusted net income available to common stockholders
  (non-GAAP), Adjusted diluted EPS (non-GAAP)
$6,175 $3.25 $3,521 $2.45 $3,566 $2.70 
(1) The income tax effects of the non-GAAP adjustments are determined using an effective tax rate reflecting the exclusion of non-deductible acquisition costs and are used to present the acquisition and integration-related costs and amortization of acquired intangible assets on an after-tax basis.

Year Ended December 31,
202120202019
Return on average common stockholders’ equity (GAAP)11 %%19 %
Average common stockholders’ equity$47,318 $33,640 $18,415 
Less: Average goodwill(11,952)(6,590)(1,227)
Less: Average acquired intangible assets — net(9,685)(5,059)(140)
Plus: Average deferred tax liabilities related to goodwill and acquired intangible assets — net1,919 1,005 67 
Average tangible common equity$27,600 $22,996 $17,115 
Adjusted net income available to common stockholders (1)
$6,175 $3,521 $3,566 
Return on tangible common equity (non-GAAP)22 %15 %21 %
(1) See table above for the reconciliation of net income available to common stockholders to adjusted net income available to common stockholders (non-GAAP).


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of the quantitative and qualitative disclosures about market risk, see Risk Management in Part II, Item 7.
໿

- 59 -



THE CHARLES SCHWAB CORPORATION

Item 8.     Financial Statements and Supplementary Data

Item 8.Financial Statements and Supplementary Data

TABLE OF CONTENTS
Note 1.
Note 2.
Note 3.
Note 4.
Note 5.
Note 5.6.
Note 6.7.
Note 7.8.
Note 8.9.
Note 9.10.
Note 10.11.
Note 11.12.
Note 12.13.
Note 13.14.
Note 14.15.
Note 15.16.
Note 17.
Note 16.18.
Note 17.19.
Note 18.20.
Note 19.21.
Note 20.22.
Note 21.23.
Note 22.24.
Note 23.25.
Note 26.
Note 24.
Note 25.


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THE CHARLES SCHWAB CORPORATION


Consolidated Statements of Income     
(In Millions, Except Per Share Amounts)     
      
Year Ended December 31,2019 2018 2017
Net Revenues     
Interest revenue$7,580
 $6,680
 $4,624
Interest expense(1,064) (857) (342)
Net interest revenue6,516
 5,823
 4,282
Asset management and administration fees3,211
 3,229
 3,392
Trading revenue617
 763
 654
Other377
 317
 290
Total net revenues10,721
 10,132
 8,618
Expenses Excluding Interest     
Compensation and benefits3,320
 3,057
 2,737
Professional services702
 654
 580
Occupancy and equipment559
 496
 436
Advertising and market development307
 313
 268
Communications253
 242
 231
Depreciation and amortization349
 306
 269
Regulatory fees and assessments122
 189
 179
Other261
 313
 268
Total expenses excluding interest5,873
 5,570
 4,968
Income before taxes on income4,848
 4,562
 3,650
Taxes on income1,144
 1,055
 1,296
Net Income3,704
 3,507
 2,354
Preferred stock dividends and other (1)
178
 178
 174
Net Income Available to Common Stockholders$3,526
 $3,329
 $2,180
Weighted-Average Common Shares Outstanding:     
Basic1,311
 1,348
 1,339
Diluted (2)
1,320
 1,361
 1,353
Earnings Per Common Shares Outstanding:     
Basic$2.69
 $2.47
 $1.63
Diluted (2)
$2.67
 $2.45
 $1.61

Consolidated Statements of Income   
(In Millions, Except Per Share Amounts)
Year Ended December 31,202120202019
Net Revenues   
Interest revenue$8,506 $6,531 $7,580 
Interest expense(476)(418)(1,064)
Net interest revenue8,030 6,113 6,516 
Asset management and administration fees (1)
4,274 3,475 3,211 
Trading revenue4,152 1,416 752 
Bank deposit account fees1,315 355 — 
Other749 332 242 
Total net revenues18,520 11,691 10,721 
Expenses Excluding Interest 
Compensation and benefits5,450 3,954 3,320 
Professional services994 843 702 
Occupancy and equipment976 703 559 
Advertising and market development485 326 307 
Communications587 353 253 
Depreciation and amortization549 414 322 
Amortization of acquired intangible assets615 190 27 
Regulatory fees and assessments275 163 122 
Other876 445 261 
Total expenses excluding interest10,807 7,391 5,873 
Income before taxes on income7,713 4,300 4,848 
Taxes on income1,858 1,001 1,144 
Net Income5,855 3,299 3,704 
Preferred stock dividends and other495 256 178 
Net Income Available to Common Stockholders$5,360 $3,043 $3,526 
Weighted-Average Common Shares Outstanding: 
Basic1,887 1,429 1,311 
Diluted1,897 1,435 1,320 
Earnings Per Common Shares Outstanding (2):
 
Basic$2.84 $2.13 $2.69 
Diluted$2.83 $2.12 $2.67 
(1)Includes preferred stock dividendsfee waivers of $326 million and undistributed earnings$127 million for the years ended December 31, 2021 and dividends allocated to non-vested restricted stock units.2020, respectively.
(2) AntidilutiveFor the years ended December 31, 2021 and 2020, the Company had voting and nonvoting common stock optionsoutstanding. As the participation rights, including dividend and restrictedliquidation rights, are identical between the voting and nonvoting stock units excluded fromclasses, basic and diluted earnings per share are the calculation of diluted EPS totaled 21 million, 18 million,same for each class. See Notes 19 and 15 million shares in 2019, 2018, and 2017, respectively.25 for additional information.

See Notes to Consolidated Financial Statements.
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THE CHARLES SCHWAB CORPORATION


Consolidated Statements of Comprehensive Income
(In Millions)
Year Ended December 31,202120202019
Net income$5,855 $3,299 $3,704 
Other comprehensive income (loss), before tax:   
Change in net unrealized gain (loss) on available for sale securities:   
Net unrealized gain (loss)(8,521)6,961 430 
Other reclassifications included in other revenue(4)(4)(6)
Change in net unrealized gain (loss) on held to maturity securities:
Amortization of amounts previously recorded upon transfer to held to maturity
  from available for sale
— — 36 
Other(11)(14)
Other comprehensive income (loss), before tax(8,536)6,965 446 
Income tax effect2,033 (1,659)(106)
Other comprehensive income (loss), net of tax(6,503)5,306 340 
Comprehensive Income (Loss)$(648)$8,605 $4,044 
Consolidated Statements of Comprehensive Income     
(In Millions)     
      
Year Ended December 31,2019 2018 2017
Net income$3,704
 $3,507
 $2,354
Other comprehensive income (loss), before tax:     
Change in net unrealized gain (loss) on available for sale securities:     
Net unrealized gain (loss)430
 (123) 13
Reclassification of net unrealized loss transferred to held to maturity
 
 227
Other reclassifications included in other revenue(6) 
 (12)
Change in net unrealized gain (loss) on held to maturity securities:     
Reclassification of net unrealized loss transferred from available for sale
 
 (227)
Amortization of amounts previously recorded upon transfer to held to maturity from
available for sale
36
 35
 31
Other(14) (1) (11)
Other comprehensive income (loss), before tax446
 (89) 21
Income tax effect(106) 22
 (10)
Other comprehensive income (loss), net of tax340
 (67) 11
Comprehensive Income$4,044
 $3,440
 $2,365

See Notes to Consolidated Financial Statements.
໿

- 62 -



THE CHARLES SCHWAB CORPORATION


Consolidated Balance Sheets
(In Millions, Except Per Share and Share Amounts)
December 31,20212020
Assets  
Cash and cash equivalents$62,975 $40,348 
Cash and investments segregated and on deposit for regulatory purposes (including resale
   agreements of $13,096 and $14,904 at December 31, 2021 and 2020, respectively)
53,949 50,399 
Receivables from brokerage clients — net90,565 64,440 
Available for sale securities (amortized cost of $391,482 and $330,248 at December 31, 2021 and 2020, respectively)390,054 337,400 
Bank loans — net34,636 23,813 
Equipment, office facilities, and property — net3,442 2,883 
Goodwill11,952 11,952 
Acquired intangible assets — net9,379 9,991 
Other assets10,318 7,783 
Total assets$667,270 $549,009 
Liabilities and Stockholders’ Equity  
Bank deposits$443,778 $358,022 
Payables to brokerage clients125,671 104,201 
Accrued expenses and other liabilities17,791 17,094 
Short-term borrowings4,855 — 
Long-term debt18,914 13,632 
Total liabilities611,009 492,949 
Stockholders’ equity:  
Preferred stock — $.01 par value per share; aggregate liquidation preference of $10,100 and
 $7,850 at December 31, 2021 and 2020, respectively
9,954 7,733 
Common stock — 3 billion shares authorized; $.01 par value per share;
 1,994,895,180 shares issued at December 31, 2021 and 2020
20 20 
Nonvoting common stock — 300 million shares authorized; $.01 par value per share;
 79,293,695 shares issued at December 31, 2021 and 2020
Additional paid-in capital26,741 26,515 
Retained earnings25,992 21,975 
Treasury stock, at cost — 180,959,274 and 193,577,648 shares at December 31, 2021 and 2020,
 respectively
(5,338)(5,578)
Accumulated other comprehensive income (loss)(1,109)5,394 
Total stockholders’ equity56,261 56,060 
Total liabilities and stockholders’ equity$667,270 $549,009 
Consolidated Balance Sheets   
(In Millions, Except Per Share and Share Amounts)   
    
December 31,2019 2018
Assets   
Cash and cash equivalents$29,345
 $27,938
Cash and investments segregated and on deposit for regulatory purposes (including resale
agreements of $9,028 and $7,195 at December 31, 2019 and 2018, respectively)
20,483
 13,563
Receivables from brokerage clients — net21,767
 21,651
Available for sale securities61,422
 66,578
Held to maturity securities134,706
 144,009
Bank loans — net18,212
 16,609
Equipment, office facilities, and property — net2,128
 1,769
Goodwill1,227
 1,227
Other assets4,715
 3,138
Total assets$294,005
 $296,482
Liabilities and Stockholders’ Equity 
  
Bank deposits$220,094
 $231,423
Payables to brokerage clients39,220
 32,726
Accrued expenses and other liabilities5,516
 4,785
Long-term debt7,430
 6,878
Total liabilities272,260
 275,812
Stockholders’ equity: 
  
Preferred stock — $.01 par value per share; aggregate liquidation preference of $2,8502,793
 2,793
Common stock — 3 billion shares authorized; $.01 par value per share; 1,487,543,446
shares issued
15
 15
Additional paid-in capital4,656
 4,499
Retained earnings19,960
 17,329
Treasury stock, at cost — 201,818,100 and 155,116,695 shares at December 31, 2019 and 2018,
respectively
(5,767) (3,714)
Accumulated other comprehensive income (loss)88
 (252)
Total stockholders’ equity21,745
 20,670
Total liabilities and stockholders’ equity$294,005
 $296,482

See Notes to Consolidated Financial Statements.
- 63 -



THE CHARLES SCHWAB CORPORATION


Consolidated Statements of Stockholders’ Equity
(In Millions)
Nonvoting
Common Stock
Additional
Paid-In
Capital
Accumulated Other Comprehensive
Income (Loss)
Preferred
Stock
Common StockRetained
Earnings
Treasury Stock,
at cost
SharesAmountSharesAmountTotal
Balance at December 31, 2018$2,793 1,488 $15 — $— $4,499 $17,329 $(3,714)$(252)$20,670 
Net income— — — — — — 3,704 — — 3,704 
Other comprehensive income (loss), net of tax— — — — — — — — 340 340 
Dividends declared on preferred stock— — — — — — (161)— — (161)
Dividends declared on common stock — $.68
  per share
— — — — — — (899)— — (899)
Repurchase of common stock— — — — — — — (2,220)— (2,220)
Stock option exercises and other— — — — — (56)— 174 — 118 
Share-based compensation— — — — — 171 — — — 171 
Other— — — — — 42 (13)(7)— 22 
Balance at December 31, 20192,793 1,488 15 — — 4,656 19,960 (5,767)88 21,745 
Net income— — — — — — 3,299 — — 3,299 
Other comprehensive income (loss), net of tax— — — — — — — — 5,306 5,306 
Acquisition of TD Ameritrade— 509 77 21,757 — (5)— 21,758 
Issuance of preferred stock, net4,940 — — — — — — — — 4,940 
Dividends declared on preferred stock— — — — — — (240)— — (240)
Dividends declared on common stock — $.72
  per share
— — — — — — (1,040)— — (1,040)
Stock option exercises and other— — — — — (121)— 200 — 79 
Share-based compensation— — — — — 192 — — — 192 
Other— (2)— — 31 (4)(6)— 21 
Balance at December 31, 20207,733 1,995 20 79 26,515 21,975 (5,578)5,394 56,060 
Net income— — — — — — 5,855 — — 5,855 
Other comprehensive income (loss), net of tax— — — — — — — — (6,503)(6,503)
Issuance of preferred stock, net2,806 — — — — — — — — 2,806 
Redemption of preferred stock(585)— — — — — (15)— — (600)
Dividends declared on preferred stock— — — — — — (456)— — (456)
Dividends declared on common stock — $.72
  per share
— — — — — — (1,367)— — (1,367)
Stock option exercises and other— — — — — (84)— 305 — 221 
Share-based compensation— — — — — 229 — — — 229 
Other— — — — — 81 — (65)— 16 
Balance at December 31, 2021$9,954 1,995 $20 79 $$26,741 $25,992 $(5,338)$(1,109)$56,261 
Consolidated Statements of Stockholders’ Equity
(In Millions)             
     Additional
Paid-In
Capital
     Accumulated Other Comprehensive
Income (Loss)
  
 Preferred
Stock
 Common Stock  Retained
Earnings
 Treasury Stock,
at cost
   
  Shares Amount     Total
Balance at December 31, 2016$2,783
 1,488
 $15
 $4,267
 $12,649
 $(3,130) $(163) $16,421
Net income
 
 
 
 2,354
 
 
 2,354
Other comprehensive income (loss), net of tax
 
 
 
 
 
 11
 11
Issuance of preferred stock, net492
 
 
 
 
 
 
 492
Redemption of preferred stock(482)       (3)     (485)
Dividends declared on preferred stock
 
 
 
 (161) 
 
 (161)
Dividends declared on common stock — $.32
per share

 
 
 
 (431) 
 
 (431)
Stock option exercises and other
 
 
 (88) 
 259
 
 171
Share-based compensation
 
 
 144
 
 
 
 144
Other
 
 
 30
 
 (21) 
 9
Balance at December 31, 20172,793
 1,488
 15
 4,353
 14,408
 (2,892) (152) 18,525
Adoption of accounting standards
 
 
 
 200
 
 (33) 167
Net income
 
 
 
 3,507
 
 
 3,507
Other comprehensive income (loss), net of tax
 
 
 
 
 
 (67) (67)
Dividends declared on preferred stock
 
 
 
 (164) 
 
 (164)
Dividends declared on common stock — $.46
per share

 
 
 
 (624) 
 
 (624)
Repurchase of common stock
 
 
 
 
 (1,000) 
 (1,000)
Stock option exercises and other
 
 
 (84) 
 209
 
 125
Share-based compensation
 
 
 188
 
 
 
 188
Other
 
 
 42
 2
 (31) 
 13
Balance at December 31, 20182,793
 1,488
 15
 4,499
 17,329
 (3,714) (252) 20,670
Net income
 
 
 
 3,704
 
 
 3,704
Other comprehensive income (loss), net of tax
 
 
 
 
 
 340
 340
Dividends declared on preferred stock
 
 
 
 (161) 
 
 (161)
Dividends declared on common stock — $.68
per share

 
 
 
 (899) 
 
 (899)
Repurchase of common stock
 
 
 
 
 (2,220) 
 (2,220)
Stock option exercises and other
 
 
 (56) 
 174
 
 118
Share-based compensation
 
 
 171
 
 
 
 171
Other
 
 
 42
 (13) (7) 
 22
Balance at December 31, 2019$2,793
 1,488
 $15
 $4,656
 $19,960
 $(5,767) $88
 $21,745

See Notes to Consolidated Financial Statements.


- 64 -



THE CHARLES SCHWAB CORPORATION


Consolidated Statements of Cash Flows
(In Millions)
Year Ended December 31,202120202019
Cash Flows from Operating Activities
Net income$5,855 $3,299 $3,704 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Share-based compensation254 204 183 
Depreciation and amortization549 414 322 
Amortization of acquired intangible assets615 190 27 
Provision (benefit) for deferred income taxes53 (138)
Premium amortization, net, on available for sale securities2,346 1,586 446 
Other372 349 199 
Net change in:
Investments segregated and on deposit for regulatory purposes(3,398)(10,208)(977)
Receivables from brokerage clients(26,168)(14,609)(125)
Other assets(1,152)(709)
Payables to brokerage clients21,470 22,909 6,494 
Accrued expenses and other liabilities1,322 2,852 (241)
Net cash provided by (used for) operating activities2,118 6,852 9,325 
Cash Flows from Investing Activities
Purchases of available for sale securities(171,732)(202,171)(31,815)
Proceeds from sales of available for sale securities13,306 4,801 24,495 
Principal payments on available for sale securities94,912 63,247 21,616 
Purchases of held to maturity securities— — (19,441)
Principal payments on held to maturity securities— — 19,606 
Net change in bank loans(10,845)(5,675)(1,730)
Cash acquired in acquisitions, net of cash paid— 14,748 — 
Purchases of equipment, office facilities, and property(916)(631)(708)
Purchases of Federal Home Loan Bank stock— (26)(27)
Proceeds from sales of Federal Home Loan Bank stock— 32 24 
Purchases of Federal Reserve stock(245)(191)— 
Other investing activities(143)15 (56)
Net cash provided by (used for) investing activities(75,663)(125,851)11,964 
Cash Flows from Financing Activities
Net change in bank deposits85,756 137,928 (11,329)
Proceeds from commercial paper and secured lines of credit11,107 1,234 1,400 
Repayment of commercial paper and secured lines of credit(6,255)(1,234)(1,400)
Issuance of long-term debt7,036 3,070 593 
Repayment of long-term debt(1,822)(700)— 
Repurchases of common stock— — (2,220)
Net proceeds from preferred stock offerings2,806 4,940 — 
Redemption of preferred stock(600)— — 
Dividends paid(1,822)(1,280)(1,060)
Proceeds from stock options exercised221 79 118 
Other financing activities(104)(55)(41)
Net cash provided by (used for) financing activities96,323 143,982 (13,939)
Increase (Decrease) in Cash and Cash Equivalents, including Amounts Restricted22,778 24,983 7,350 
Cash and Cash Equivalents, including Amounts Restricted at Beginning of Year70,560 45,577 38,227 
Cash and Cash Equivalents, including Amounts Restricted at End of Year$93,338 $70,560 $45,577 
Consolidated Statements of Cash Flows   
(In Millions)   
    
Year Ended December 31,201920182017
Cash Flows from Operating Activities   
Net income$3,704
$3,507
$2,354
Adjustments to reconcile net income to net cash provided by (used for) operating activities:   
Share-based compensation183
197
153
Depreciation and amortization349
306
269
Provision (benefit) for deferred income taxes2
49
58
Premium amortization, net, on available for sale and held to maturity securities446
350
342
Other199
137
51
Net change in:   
Investments segregated and on deposit for regulatory purposes(977)6,922
4,933
Receivables from brokerage clients(125)(1,100)(3,428)
Other assets(709)(8)(193)
Payables to brokerage clients6,494
1,483
(4,651)
Accrued expenses and other liabilities(241)613
(727)
Net cash provided by (used for) operating activities9,325
12,456
(839)
Cash Flows from Investing Activities   
Purchases of available for sale securities(31,815)(32,801)(15,033)
Proceeds from sales of available for sale securities24,495
115
8,617
Principal payments on available for sale securities21,616
16,016
9,095
Purchases of held to maturity securities(19,441)(40,873)(32,925)
Principal payments on held to maturity securities19,606
17,410
11,627
Net change in bank loans(1,730)(129)(1,071)
Purchases of equipment, office facilities, and property(708)(570)(400)
Purchases of Federal Home Loan Bank stock(27)(156)(430)
Proceeds from sales of Federal Home Loan Bank stock24
529
106
Other investing activities(56)(96)(59)
Net cash provided by (used for) investing activities11,964
(40,555)(20,473)
Cash Flows from Financing Activities   
Net change in bank deposits (1)
(11,329)61,767
6,186
Net change in short-term borrowings
(15,000)15,000
Issuance of long-term debt593
3,024
2,129
Repayment of long-term debt
(909)(257)
Repurchases of common stock(2,220)(1,000)
Net proceeds from preferred stock offerings

492
Redemption of preferred stock

(485)
Dividends paid(1,060)(787)(592)
Proceeds from stock options exercised118
125
171
Other financing activities(41)(54)(45)
Net cash provided by (used for) financing activities(13,939)47,166
22,599
Increase (Decrease) in Cash and Cash Equivalents, including Amounts Restricted7,350
19,067
1,287
Cash and Cash Equivalents, including Amounts Restricted at Beginning of Year38,227
19,160
17,873
Cash and Cash Equivalents, including Amounts Restricted at End of Year$45,577
$38,227
$19,160

Continued on following page.
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THE CHARLES SCHWAB CORPORATION


Continued from previous page.
Year Ended December 31,202120202019
Supplemental Cash Flow Information
Non-cash investing activity:
Securities transferred from held to maturity to available for sale, at fair value$— $136,099 $8,771 
Additions of equipment, office facilities, and property$125 $110 $45 
Acquisition of TD Ameritrade$— $21,758 $— 
Non-cash financing activity:
Extinguishment of finance lease obligation through an assignment agreement$— $— $52 
Other Supplemental Cash Flow Information
Cash paid during the period for:
Interest$501 $434 $1,075 
Income taxes$2,053 $803 $1,199 
Amounts included in the measurement of lease liabilities$212 $163 $133 
Leased assets obtained in exchange for new operating lease liabilities$89 $160 $97 
Leased assets obtained in exchange for new finance lease liabilities$109 $— $— 
Year Ended December 31,201920182017
Supplemental Cash Flow Information   
Non-cash investing activity:   
Securities transferred from held to maturity to available for sale, at fair value$8,771
$
$
Securities transferred from available for sale to held to maturity, at fair value$
$
$24,696
Securities purchased during the period but settled after period end$
$
$29
Non-cash financing activity:   
Extinguishment of finance lease obligation through an assignment agreement$52
$
$
Other Supplemental Cash Flow Information   
Cash paid during the period for:   
Interest$1,075
$798
$327
Income taxes$1,199
$927
$1,212
Amounts included in the measurement of lease liabilities (2)
$133
N/A
N/A
Leased assets obtained in exchange for new operating lease liabilities (2)
$97
N/A
N/A

December 31,201920182017
Reconciliation of cash, cash equivalents and amounts reported within the balance sheet (3)
   
Cash and cash equivalents$29,345
$27,938
$14,217
Restricted cash and cash equivalents amounts included in cash and investments segregated
and on deposit for regulatory purposes
16,232
10,289
4,943
Total cash and cash equivalents, including amounts restricted shown in the
statement of cash flows
$45,577
$38,227
$19,160

(1) Includes transfers from other sweep features to bank sweep of $10.3 billion, $71.9 billion and $4.9 billion for the years ended December 31, 2019, 2018 and 2017, respectively.
December 31,202120202019
Reconciliation of cash, cash equivalents and amounts reported within the balance sheet (1)
Cash and cash equivalents$62,975 $40,348 $29,345 
Restricted cash and cash equivalents amounts included in cash and investments segregated
  and on deposit for regulatory purposes
30,363 30,212 16,232 
Total cash and cash equivalents, including amounts restricted shown in the
  statement of cash flows
$93,338 $70,560 $45,577 
(2) These amounts are presented beginning in 2019 as part of the adoption of ASU 2016-02. See Notes 2 and 13 for additional information related to this adoption.
(3) (1) For more information on the nature of restrictions on restricted cash and cash equivalents, see Note 21.23.
N/A Not applicable.

See Notes to Consolidated Financial Statements.


































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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)



1.    Introduction and Basis of Presentation
1.Introduction and Basis of Presentation

The Charles Schwab Corporation (CSC) is a savings and loan holding company, headquartered in San Francisco, California.company. CSC was incorporated in 1986 and engages, through its subsidiaries (collectively referred to as Schwab or the Company), in wealth management, securities brokerage, banking, asset management, custody, and financial advisory services.

Principal business subsidiaries of CSC include the following:

Charles Schwab & Co., Inc. (CS&Co) is, incorporated in 1971, a securities broker-dealer;
TD Ameritrade, Inc., an introducing securities broker-dealer;
TD Ameritrade Clearing, Inc. (TDAC), a securities broker-dealer with over 360that provides trade execution and clearing services to TD Ameritrade, Inc.;
Charles Schwab Bank, SSB (CSB), our principal banking entity; and
Charles Schwab Investment Management, Inc. (CSIM), the investment advisor for Schwab’s proprietary mutual funds (Schwab Funds®) and for Schwab’s exchange-traded funds (Schwab ETFs).

Schwab’s securities broker-dealers have approximately 400 domestic branch offices in 48 states and the District of Columbia, as well as a branchlocations in the Commonwealth of Puerto Rico. In addition, Schwab serves clients through branch offices inRico, the United Kingdom, (U.K.) and Hong Kong, through other subsidiaries of CSC;and Singapore.
Charles Schwab Bank (CSB), our principal banking entity; and
Charles Schwab Investment Management, Inc. (CSIM), the investment advisor for Schwab’s proprietary mutual funds (Schwab Funds
®) and for Schwab’s exchange-traded funds (Schwab ETFs™).

Unless otherwise indicated, the terms “Schwab,” “the Company,” “we,” “us,” or “our” mean CSC together with its consolidated subsidiaries.

The accompanying consolidated financial statements include CSC and its subsidiaries. Intercompany balances and transactions have been eliminated. These consolidated financial statements have been prepared in conformity with GAAP, which require management to make certain estimates and assumptions that affect the reported amounts in the accompanying financial statements and in the related disclosures. These estimates are based on information available as of the date of the consolidated financial statements. While management makes its best judgment, actual amounts or results could differ from those estimates. Certain estimates relate to taxes on income, and legal and regulatory reserves.

reserves, and fair values of assets acquired and liabilities assumed, as well as goodwill recognized, in business combinations.
Reclassifications:
Certain prior year amounts have been reclassified
Effective October 6, 2020, the Company completed its acquisition of TDA Holding and its consolidated subsidiaries (collectively referred to conform toas “TD Ameritrade” or “TDA”). Our consolidated financial statements include the current year presentation. Amounts presented in the consolidated balance sheets in prior periods in the line items Receivables from brokers, dealers,results of operations and clearing organizations and Other securities owned are now presented as partfinancial condition of Other assets. Amounts presented in prior periods as Payables to brokers, dealers, and clearing organizations are now presented as partTD Ameritrade beginning on October 6, 2020. See Note 3 for additional information on our acquisition of Accrued expenses and other liabilities on the consolidated balance sheets. Corresponding presentation changes have been made to the consolidated statements of cash flows and related notes.TD Ameritrade.


Principles of Consolidation

Schwab evaluates all entities in which it has financial interests for consolidation, except for money market funds, which are specifically excluded from consolidation guidance. When an entity is evaluated for consolidation, Schwab determines whether its interest in the entity constitutes a controlling financial interest under either the variable interest entity (VIE) model or the voting interest entity (VOE) model. In evaluating whether Schwab’s interest in a VIE is a controlling financial interest, we consider whether our involvement in the context of the design, purpose, and risks of the VIE, as well as any involvement of related parties, provides us with (i) the power to direct the most significant activities of the VIE, and (ii) the obligation to absorb losses or receive benefits that are significant to the VIE. If both of these conditions exist, then Schwab would be the primary beneficiary of that VIE and consolidate it. Based upon the assessments for all of our interests in VIEs, there are no cases where the Company is the primary beneficiary; therefore, we are not required to consolidate any VIEs. See Note 1011 for further information about VIEs. Schwab consolidates all VOEs in which it has majority-voting interests.

Investments in entities in which Schwab does not have a controlling financial interest are accounted for under the equity method of accounting when we have the ability to exercise significant influence over operating and financing decisions of the entity.entity or by accounting policy for investments in certain types of limited liability entities. Investments in entities for which Schwab does not haveapply the ability to exercise significant influenceequity method are generally carried at cost and adjusted for impairment and observable price changes of the identical or similar investments of the same issuer (adjusted cost method), except for certain investments in qualified affordable housing projects which are accounted for under the proportional amortization method. All equity method, adjusted cost method, and proportional amortization method investments are included in other assets on the consolidated balance sheets.


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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

adjusted cost method, and proportional amortization method investments are included in other assets on the consolidated balance sheets.

2.Summary of Significant Accounting Policies

2.    Summary of Significant Accounting Policies

Revenue recognition

Net interest revenue
Net interest revenue is not within the scope of ASCAccounting Standards Codification (ASC) 606 Revenue From Contracts With Customers (ASC 606), because it is generated from financial instruments covered by various other areas of GAAP. Net interest revenue is the difference between interest generated on interest earning assets and interest paid on funding sources. Our primary interest earning assets include cash and cash equivalents; segregated cash and investments; margin loans; investment securities; and bank loans. Fees earned and incurred on securities borrowing and lending activities, which are conducted by CS&Cothe Company’s broker-dealer subsidiaries on assets held in client brokerage accounts, are also included in interest revenue and expense.

Unsatisfied performance obligations
We do not have any unsatisfied performance obligations other than those that are subject to an elective practical expedient under ASC 606. The practical expedient applies to and is elected for contracts where we recognize revenue at the amount to which we have the right to invoice for services performed.

Asset management and administration fees

The majority of asset management and administration fees are generated through our proprietary and third-party mutual fund and ETF offerings, as well as fee-based advisory solutions. Mutual fund and ETF service fees are charged for investment management, shareholder, and administration services provided to Schwab Funds® and Schwab ETFs™ETFs, as well as recordkeeping, shareholder, and administration services provided to third-party funds. Advice solutions fees are charged for brokerage and asset management services provided to advice solutions clients. Both mutual fund and ETF service fees and advice solutions fees are earned and recognized over time. Fees are generally based on a percentage of the daily value of assets under management and are collected on a monthly or quarterly basis.

Trading revenue

Substantially all tradingTrading revenue is primarily generated through commissions earned for executing trades for clients in individual equities, options, fixed income securities, and certain third-party mutual funds and ETFs. ThisETFs, as well as order flow revenue. Commissions revenue is earned when the trades are executed and collected when the trades are settled. Effective October 7, 2019, CS&Co eliminated online trading commissions for U.S. and Canadian-listed stocks and ETFs, as well as the base charge on options.

Other revenue

Other revenue includes orderOrder flow revenue other service fees, software fees from our portfolio management solutions, exchange processing fees, and nonrecurring gains. Generally, the most significant portion of other revenue is order flow revenue, which is comprised of rebate payments received from execution venues to which CS&Co sendsour broker-dealer subsidiaries send equity and option orders. Order flow revenue is recognized when the trades are executed and is collected on a monthly or quarterly basis.

Bank deposit account fees

Bank deposit account fees consist of revenues resulting from sweep programs offered to certain clients whereby uninvested client cash is swept off-balance sheet to FDIC-insured (up to specified limits) accounts at the TD Depository Institutions and other third-party depository institutions. The Company provides marketing, recordkeeping, and support services related to these sweep programs to the TD Depository Institutions and other third-party depository institutions in exchange for bank deposit account fees. These revenues are based on floating and fixed yields as elected by the Company subject to certain requirements, less interest paid to clients and other applicable fees. Bank deposit account fees are earned and recognized over time and collected on a monthly basis.

Other revenue

Other revenue includes exchange processing fees, certain service fees, software fees, and non-recurring gains. Generally, the most significant portion of other revenue is exchange processing fees, which are comprised of fees the Company’s broker-dealer subsidiaries charge clients to offset the exchange processing fees imposed on us by third-parties. Exchange processing fees are earned and collected when the trade is executed and are recognized gross of amounts remitted to the third-parties, which are included in other expenses.

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

Unsatisfied performance obligations

We do not have any unsatisfied performance obligations other than those that are subject to an elective practical expedient under ASC 606. The practical expedient applies to and is elected for contracts where we recognize revenue at the amount to which we have the right to invoice for services performed.

Cash and cash equivalents

Schwab considers all highly liquid investments that mature in three months or less from the time of acquisition and that are not segregated and on deposit for regulatory purposes to be cash and cash equivalents. Cash and cash equivalents include money market funds, deposits with banks, certificates of deposit, commercial paper, and U.S. Treasury securities. Cash and cash equivalents also include balances that our banking subsidiaries maintain at the Federal Reserve.

Cash and investments segregated and on deposit for regulatory purposes

Pursuant to Rule 15c3-3 of the SEC’s Customer Protection RuleSecurities Exchange Act of 1934 and other applicable regulations, Schwab maintains cash or qualified securities in segregated reserve accounts for the exclusive benefit of clients. Cash and investments segregated and on deposit for regulatory purposesinclude resale agreements, which are collateralized by U.S. Government and agency securities. Resale agreements are accounted for as collateralized financing transactions that are recorded at their contractual amounts plus accrued interest. TheUnder these resale agreements, the Company obtains collateral with a market value equal to or in excess of the principal amount

THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


loaned and accruedthe interest under resale agreements.accrued. Collateral is valued daily by the Company, with additional collateral obtained to ensure full collateralization. Cash and investments segregated also include certificates of deposit and U.S. Government securities. Certificates of deposit and U.S. Government securities are recorded at fair value.value and unrealized gains and losses are included in earnings.

Schwab applies the practical expedient based on collateral maintenance provisions under ASC 326 Financial Instruments – Credit Losses (ASC 326), in estimating an allowance for credit losses for resale agreements. This practical expedient can be applied for financial assets with collateral maintenance provisions requiring the borrower to continually adjust the amount of the collateral securing the financial assets as a result of fair value changes in the collateral. In accordance with the practical expedient, when the Company reasonably expects that borrowers (or counterparties, as applicable) will replenish the collateral as required, there is no expectation of credit losses when the collateral’s fair value is greater than the amortized cost of the financial asset. If the amortized cost exceeds the fair value of collateral, then credit losses are estimated only on the unsecured portion.

Receivables from brokerage clients

Receivables from brokerage clients include margin loans to securities brokerage clients and other trading receivables from clients. Margin loans are collateralized by client securities and are carried at the amount receivable, net of an allowance for doubtful accounts.credit losses. Collateral is required to be maintained at specified minimum levels at all times. The Company monitors margin levels and requires clients to depositprovide additional collateral, or reduce margin positions, to meet minimum collateral requirements if the fair value of the collateral changes. Receivables from brokerage clients that remainSchwab applies the practical expedient based on collateral maintenance provisions in estimating an allowance for credit losses for margin loans. An allowance for credit losses on unsecured or partially secured for more than 30 days are fully reserved for inreceivables from brokerage clients is estimated based on the allowance for doubtful accounts, except in the caseaging of those receivables. Unsecured balances due to confirmed fraud which isare reserved immediately. The Company’s policy is to charge off any delinquent margin loans, including the accrued interest on such loans, no later than at 90 days past due. Accrued interest charged off is recognized as credit loss expense and is included in other expenses in the consolidated statements of income. Clients with margin loans have agreed to allow Schwab to pledge collateralized securities in accordance with federal regulations. The collateral is not reflected in the consolidated financial statements. The allowance for doubtful accounts for brokerage clients and related activity was immaterial for all periods presented.

Other securities owned at fair value

Other securities owned are included in other assets on the consolidated balance sheets and recorded at fair value based on quoted market prices or other observable market data. Unrealized gains and losses are included in earnings. Client-held fractional shares are included in other securities owned for client positions for which off-balance sheet treatment pursuant to ASC 940 Financial Services Brokers and Dealers is not applicable and the derecognition criteria in ASC 860 Transfers and Servicing, are not met. These client-held fractional shares have related repurchase liabilities that are accounted for at fair value
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InvestmentTHE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

with unrealized gains and losses included in earnings. See Fair values of assets and liabilities below in this Note 2 for further information on these repurchase liabilities.

AFS investment securities

AFS investment securities are recorded at fair value and unrealized gains and losses, other than losses related to credit factors, are reported, net of taxes, in AOCI included in stockholders’ equity. HTM securities are recorded at amortized cost based on the Company’s positive intent and ability to hold these securities to maturity. Realized gains and losses from sales of AFS investment securities are determined on a specific identification basisusing the specific-identification method and are included in other revenue. Interest income is recognized using the effective interest method based on the contractual terms of the security. Where applicable, prepayments are accounted for as they occur (i.e., prepayments are not estimated).

An AFS investment security is impaired if the fair value of the security is less than its amortized cost basis. Management evaluates whetherAFS investment securities are other-than-temporarily impaired (OTTI) on a quarterly basis. Debt securities with unrealized losses are considered OTTI if the Company intends to selldetermine whether the security or if it is more likely than not that the Company will be required to sell such security before any anticipated recovery. If management determines thatimpairment has resulted from a security is OTTI under these circumstances, the impairment recognized in earnings is measured as the entire difference between amortized cost and fair value.

A security is also OTTI if management does not expect to recover all of the amortized cost of the security. In this circumstance, the impairment recognized in earnings represents the estimated credit loss andor other factors. This evaluation is measured by the difference between the present value of expected cash flows and the amortized cost of the security. Where appropriate, models are utilized to estimate the credit lossperformed quarterly on a discounted cash flow basis using the security’s effective interest rate.an individual security basis.

The evaluation of whether we expect to recover the amortized cost of a securitycredit loss exists is inherently judgmental. TheThis evaluation considers multiple factors including: the magnitude and duration of the unrealized loss; the financial condition of the issuer; the payment structure of the security; external credit ratings; our internal credit ratings; the security’s market implied credit spread; for asset-backed securities, the amount of credit support provided by the structure of the security to absorb credit losses on the underlying collateral; recent events specific to the issuer and the issuer’s industry; and whether all scheduled principal and interest payments have been received.

If management determines that the impairment of an AFS investment security (or a portion of the impairment) is related to credit losses, an allowance for credit losses is recorded for that security through a charge to earnings. The allowance for credit losses is measured as the difference between the amortized cost and the present value of expected cash flows and is limited to the difference between amortized cost and the fair value of the security. The Company estimates credit losses on a discounted cash flow basis using the security’s effective interest rate. Changes in the allowance for credit losses are recorded through earnings in the period of the change.

If it is determined that the Company intends to sell the impaired security or if it is more likely than not that the Company will be required to sell the security before any anticipated recovery of the amortized cost basis, any allowance for credit losses of that security will be written off and the amortized cost basis of the security will be written down to fair value with any incremental impairment recorded through earnings.

The Company excludes accrued interest from the fair value and the amortized cost basis of the AFS investment securities for the purposes of identifying and measuring impairment of the securities. AFS investment securities are placed on nonaccrual status on a timely basis and any accrued interest receivable is reversed through interest income.

Securities borrowed and securities loaned

Securities borrowed transactions require Schwab to deliver cash to the lender in exchange for securities; the receivables from these transactions are included in other assets on the consolidated balance sheets. For securities loaned, Schwab receives collateral in the form of cash in an amount equal to or greater than the market value of securities loaned; the payables from these transactions are included in accrued expenses and other liabilities on the consolidated balance sheets. The market value of securities borrowed and loaned areis monitored with additionaland collateral obtained or refundedis adjusted to ensure full collateralization. Fees received or paid are recorded in interest revenue or interest expense. Schwab applies the practical expedient based on collateral maintenance provisions in estimating an allowance for credit losses for securities borrowed receivables.


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Bank loans and related allowance for loan losses

Bank loans held for investments are recorded at theiramortized cost, which is comprised of the contractual principal amounts and includeadjusted for unamortized direct origination costs or net purchase discounts or premiums. Direct origination costs and premiums and discounts are recognized in interest revenue using the effective interest method over the contractual life of the loan and are adjusted for actual prepayments. Additionally, loans are recorded net ofmanagement estimates an allowance for loan losses.credit losses, which is deducted from the amortized cost basis of loans to arrive at the amount expected to be collected. The bank loan portfolio includes four loan types: First Mortgages, HELOCs,3 portfolio segments: residential real estate, PALs, and other loans. We use these segments when developing and documenting our methodology for determining the allowance for loancredit losses. The residential real estate portfolio segment is
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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

divided into 2 classes of financing receivables for purposes of monitoring and assessing credit risk: First Mortgages and HELOCs.

Schwab records an allowance for loancredit losses through a charge to earnings based on our estimate of probable incurredcurrent expected credit losses infor the existing portfolio. We review the allowance for loancredit losses quarterly, taking into consideration current economic conditions, reasonable and supportable forecasts, the composition of the existing loan portfolio, past loss experience, and any other risks inherent in the portfolio to ensure that the allowance for loancredit losses is maintained at an appropriate level.

PALs are collateralized by marketable securities with liquid markets. Credit lines are over-collateralized dependentand borrowers are required to maintain collateral at specified levels at all times. The required collateral levels are determined based on the type of security pledged. CollateralAdditionally, collateral market value is monitored on a daily basis and a borrower’s committedcredit line may be reduced or collateral may be liquidated if the collateral is in danger of falling below specified levels. As such, the credit loss inherent within this portfolio is limited. Schwab applies the practical expedient based on collateral maintenance provisions in estimating an allowance for credit losses for PALs.

The methodology to establish an allowance for loancredit losses for First Mortgages and HELOCsthe residential real estate portfolio segment utilizes statistical models that estimate prepayments, defaults, and probableexpected losses for the loan segmentsthis portfolio segment based on predicted behavior of individual loans within the segments. The methodology considers the effects of borrower behavior and a variety of factors including, but not limited to, interest rates, housing price movements as measured by a housing price index, economic conditions, estimated defaults and foreclosures measured by historical and expected delinquencies, changes in prepayment speeds, LTV ratios, past loss experience, estimates of future loss severities, borrower credit risk, and the adequacy of collateral.segment. The methodology also evaluates concentrations in the loan types,classes of financing receivables, including loan products within those types,classes, year of origination, and geographical distribution of collateral.

ProbableExpected credit losses are forecast using a loan-level simulation of the delinquency status of the loans over the term of the loans. The simulation starts with the current relevant risk indicators, including the current delinquent status of each loan, the estimated current LTV ratio (Estimated Current LTV) of each loan, the term and structure of each loan, borrower FICO scores, and current key interest rates including U.S. Treasury, SOFR, and LIBOR rates, and borrower FICO scores.rates. The more significant variables in the simulation include delinquency roll rates, loss severity, housing prices, interest rates, and interest rates.the unemployment rate. Delinquency roll rates (i.e., the rates at which loans transition through delinquency stages and ultimately result in a loss) are estimated from our historical loss experience adjusted for current trends and market information.information, which includes current and forecasted conditions. Loss severity (i.e., loss given default) estimates are based on our historical loss experience and market trends.trends, both current and forecasted. The estimated loss severity (i.e., loss given default)estimate used in the allowance for loancredit loss methodology for HELOC loansHELOCs is higher than that used in the methodology for First Mortgages. Housing price trends are derived from historical home price indices and econometric forecasts of future home values. Factors affecting the home price index include housing inventory, unemployment, interest rates, and inflation expectations. Interest rate projections are based on the current term structure of interest rates and historical volatilities to project various possible future interest rate paths. ThisThe unemployment rate forecast is typically based on the recent consensus of regularly published economic surveys. Linear interpolation is applied to revert to long-term trends after the reasonable and supportable forecast period.

The methodology described above results in loss factors that are applied to the outstanding balancesamortized cost basis of loans, exclusive of accrued interest receivable, to determine the allowance for loancredit losses for First Mortgages and HELOCs.

Management also estimates a liability for expected credit losses on the Company’s commitments to extend credit related to unused HELOCs and commitments to purchase first mortgages. See Note 15 for additional information on these commitments. The liability is calculated by applying the loss factors described above to the commitments expected to be funded and is included in accrued expenses and other liabilities on the consolidated balance sheets. The liability for each loan type.expected credit losses on these commitments and related activity were immaterial for all periods presented.

Schwab considers loan modifications in which it makes an economic concession to a borrower experiencing financial difficulty to be troubled debt restructurings (TDRs).

Nonaccrual, Nonperformingnonperforming and Impairedimpaired loans

First Mortgages, HELOCs, PALs, and other loans are placed on nonaccrual status upon becoming 90 days past due as to interest or principal (unless the loans are well-secured and in the process of collection), or when the full timely collection of interest or principal becomes uncertain, including loans to borrowers who have filed for bankruptcy. HELOC loans secured by a second lien are placed on non-accrual status if the associated first lien is 90 days or more delinquent, regardless of the payment status of the HELOC. When a loan is placed on nonaccrual status, the accrued and unpaid interest receivable is reversed and the loan is accounted for on the cash or cost recovery method until qualifying for return to accrual status.
- 71 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

Generally, a nonaccrual loan may be returned to accrual status when all delinquent interest and principal is repaid and the borrower demonstrates a sustained period of performance, or when the loan is both well-secured and in the process of

THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


collection and collectability is no longer doubtful. Loans on nonaccrual status and other real estate owned are considered nonperforming assets. Nonaccrual loans, other real estate owned, and TDRs are considered impaired assets.

Loan Charge-Offscharge-offs

The Company charges off a loan in the period that it is deemed uncollectible and records a reduction in the allowance for loancredit losses and the loan balance. Our charge-off policy for First Mortgage and HELOC loans is to assess the value of the property when the loan has been delinquent for 180 days or has been discharged in bankruptcy proceedings, regardless of whether the property is in foreclosure, and charge-off the amount of the loan balance in excess of the estimated current value of the underlying property less estimated costs to sell. The Company’s policy for PALs is to charge off any delinquent loans no later than at 90 days past due.

Equipment, office facilities, and property

Equipment, office facilities, and property are recorded at cost net of accumulated depreciation and amortization, except for land, which is recorded at cost. Equipment, office facilities, and property include certain capitalized costs of acquired or internally developed software. Costs for internally developed software are capitalized when the costs relate to development of approved projects for our internal needs that result in additional functionality. Costs related to preliminary project and post-project activities are expensed as incurred. Equipment, office facilities, and property (other than land) are depreciated on a straight-line basis over their estimated useful lives. Estimated useful lives are as follows:
EquipmentAll equipment types and office facilitiesfurniture3 to 10 years
Buildings40 years
Building and land improvements20 years
Software
3 to 10 years (1)
Leasehold improvementsLesser of useful life or lease term
(1) Amortized over contractual term if less than three years.

Equipment, office facilities, and property are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

Equipment, office facilities, and property acquired in a business combination are recognized at their estimated fair values as of the date of acquisition. The fair values of real property, personal property, construction in progress, and land acquired are estimated using a sales comparison and cost approach, including consideration of functional and economic obsolescence. The Company determined the weighted-average useful lives of the assets based on the current condition and expected future use of the assets as of the date of acquisition.

Goodwill

Goodwill represents the fair value of acquired businesses in excess of the fair value of the individually identified net assets acquired. Goodwill is not amortized but is tested for impairment annually or whenever indications of impairment exist. Impairment exists when the carrying amount of goodwilla reporting unit exceeds its impliedestimated fair value, resulting in an impairment charge for this excess.excess, with the maximum charge limited to the carrying value of goodwill allocated to that reporting unit. Our annual impairment testing date is April 1st. Schwab can elect to qualitatively assess goodwill for impairment if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. A qualitative assessment considers macroeconomic and other industry-specific factors, such as trends in short-term and long-term interest rates and the ability to access capital, and Company specific factors such as market capitalization in excess of net assets, trends in revenue generating activities, and merger or acquisition activity.

If the Company elects to bypass qualitatively assessing goodwill, or it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, management estimates the fair values of each of the Company’s reporting units (defined as the Company’s businesses for which financial information is available and reviewed regularly by management) and compares it to their carrying values. The estimated fair values of the reporting units are established using an income approach based on a discounted cash flow model that includes significant assumptions about the future operating results and
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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

cash flows of each reporting unit, a market approach which compares each reporting unit to comparable companies in their respective industries, as well as a market capitalization analysis.


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Intangible assets

Finite-lived intangible assets are amortized over their useful lives in a manner that best reflects their economic benefit. All intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

Intangible assets other than goodwillacquired in a business combination are includedrecognized at their estimated fair values as of the date of acquisition. The fair values of the intangible assets acquired in other assets on the consolidated balance sheets.TD Ameritrade and USAA-IMCO acquisitions were determined using the following valuation methods:

Acquired intangible assetAcquisitionMethod
Client relationshipsTD Ameritrade, USAA-IMCOMulti-period excess earnings
Trade namesTD AmeritradeRelief from royalty
Royalty-free licenseUSAA-IMCORelief from royalty
Brokerage referral agreementUSAA-IMCOWith-and-without
Existing technologyTD AmeritradeCost
Low-Income Housing Tax Credit
The multi-period excess earnings method starts with a forecast of all of the expected future net cash flows associated with the asset and the relief from royalty method starts with a forecast of the royalties saved by the Company because it owns the asset. The with-and-without method quantifies the difference between forecasted cash flows with the asset and without the asset. The forecasts are then adjusted to present value by applying an appropriate discount rate that reflects the risks associated with the cash flow streams. The cost approach uses replacement cost as an indicator of fair value.

Low-income housing tax credit (LIHTC) Investmentsinvestments

We account for investments in qualified affordable housing projects using the proportional amortization method if the applicable requirements are met. The proportional amortization method amortizes the cost of the investment over the period in which the investor expects to receive tax credits and other tax benefits, and the resulting amortization is recognized as a component of taxes on income. The carrying value of LIHTC investments is included in other assets on the consolidated balance sheets. Unfunded commitments related to LIHTC investments are included in accrued expenses and other liabilities on the consolidated balance sheets.

Leases

The Company primarily has operating leases for corporate offices, branch locations, and server equipment and determines if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. The Company has also elected to not record leases acquired in a business combination on the balance sheet if the remaining term as of the acquisition date is 12 months or less. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The lease liability may include payments that depend on a rate or index (such as the Consumer Price Index), measured using the rate or index at the commencement date. Payments that vary because of changes in facts or circumstances occurring after the commencement date are considered variable. These payments are not recognized as part of the lease liability and are expensed in the period incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The amortization of finance lease ROU assets and the interest expense on finance lease liabilities are recognized over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We have lease agreements with lease and non-lease components. For the majority of our leases (real estate leases), the Company has elected the practical expedient to account for the lease and non-lease components as a single lease component. We have not elected the practical expedient for equipment leases and account for lease and non-lease components separately for those classes of leases.
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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

As the rates implicit in our leases are not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include periods covered by options to extend when it is reasonably certain that we will exercise those options. The lease terms may also include periods covered by options to terminate when it is reasonably certain that we will not exercise that option.
Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

Guarantees and indemnifications

Schwab recognizes, at the inception of a guarantee, a liability equal to the estimated fair value of the obligation undertaken in issuing the guarantee. The fair values of obligations relating to guarantees are estimated based on transactions for similar guarantees or expected present value measures.

Advertising and market development

Advertising and market development activities include the cost to produce and distribute marketing campaigns as well as client incentives and discounts. SuchWhere it applies to these costs, are generally expensedthe Company’s accounting policy is to expense when incurred.

Income taxes

Schwab provides for income taxes on all transactions that have been recognized in the consolidated financial statements. Accordingly, deferred tax assets are adjusted to reflect the tax rates at which future taxable amounts will likely be settled or

THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


realized. The effects of tax rate changes on future deferred tax assets and deferred tax liabilities, as well as other changes in income tax laws, are recorded in earnings in the period during which such changes are enacted. Uncertain tax positions are evaluated to determine whether they are more likely than not to be sustained upon examination. When tax positions are more likely than not to be sustained upon examination the difference between positions taken on tax return filings and estimated potential tax settlement outcomes are recognized in accrued expenses and other liabilities. If a position is not more likely than not to be sustained, then none of the tax benefit is recognized in Schwab’s financial statements. Accrued interest and penalties relating to unrecognized tax benefits isare recorded in taxes on income. Schwab records amounts within AOCI net of taxes. Income tax effects are released from AOCI using the specific-identification approach.method.

Share-based compensation

Share-based compensation includes employee and board of director stock options and restricted stock units. Schwab measures compensation expense for these share-based payment arrangements based on their estimated fair values as of the grant date. The fair value of the share-based award is recognized over the vestingservice period as share-based compensation. Share-based compensation expense is based on options or units expected to vest and therefore is reduced for estimated forfeitures. Per the Company’s accounting policy election, forfeitures are estimated at the time of grant and reviewed annually based on the Company’s historical forfeiture experience. Share-based compensation expense is adjusted in subsequent periods if actual forfeitures differ from estimated forfeitures. The excess tax benefits or deficiencies from the exercise of stock options and the vesting of restricted stock units are recorded in taxes on income.

Earnings per common share

EPS is computed using the two-class method. Preferred stock dividends and undistributed earnings and dividends allocated to participating securities are subtracted from net income in determining net income available to common stockholders. Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. Dilutive potential common shares include, if dilutive, the effect of outstanding stock options and non-vested restricted stock units.

Fair values of assets and liabilities

Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement accounting guidance describes the fair value hierarchy for disclosing assets and liabilities measured at fair value based on the inputs used to value them. The fair value hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are based on market pricing data obtained from third-party sources independent of the Company. A quoted price in an active market provides the most reliable evidence of fair value and is generally used to measure fair value whenever available.

Unobservable inputs reflect management’s judgment about the assumptions market participants would use in pricing the asset or liability. Where inputs used to measure fair value of an asset or liability are from different levels of the hierarchy, the asset or liability is categorized based on the lowest level input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input requires judgment. The fair value hierarchy includes three levels based on the objectivity of the inputs as follows:

Level 1 inputs are quoted prices in active markets as of the measurement date for identical assets or liabilities that the Company has the ability to access.

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets,
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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

and inputs other than quoted prices that are observable for the asset or liability, such as interest rates, benchmark yields, issuer spreads, new issue data, and collateral performance.

Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Assets and liabilities measured at fair value on a recurring basis

Schwab’s assets and liabilities measured at fair value on a recurring basis include: certain cash equivalents, certain investments segregated and on deposit for regulatory purposes, AFS securities, and certain other assets.assets and accrued expenses and other liabilities. The Company uses the market approach to determine the fair value of assets and liabilities. When available, the Company uses quoted prices in active markets to measure the fair value of assets and liabilities. Quoted prices for investments in exchange-traded securities represent end-of-day close prices published by exchanges. Quoted prices for money market funds and other mutual funds represent reported net asset values. When utilizing market data and bid-ask spread, the Company uses the price within the bid-ask spread that best represents fair value. When quoted prices in active markets do not exist, the Company uses prices obtained from independent third-party pricing services to measure the fair value of investment assets. Weassets, and we generally obtain prices from three independent third-party pricing sources for such assets recorded at fair value.

Our primary independent pricing service provides prices for our fixed income investments such as commercial paper; certificates of deposits; U.S. government and agency securities; state and municipal securities; corporate debt securities; asset-backed securities; foreign government agency securities; and non-agency commercial mortgage-backed securities. Such prices are based on observable trades, broker/dealer quotes, and discounted cash flows that incorporate observable information such as yields for similar types of securities (a benchmark interest rate plus observable spreads) and weighted-average maturity for the same or similar “to-be-issued” securities. We compare the prices obtained from the primary independent pricing service to the prices obtained from the additional independent pricing services to determine if the price obtained from the primary independent pricing service is reasonable. Schwab does not adjust the prices received from independent third-party pricing services unless such prices are inconsistent with the definition of fair value and result in material differences in the amounts recorded.

THE CHARLES SCHWAB CORPORATIONLiabilities measured at fair value on a recurring basis include repurchase liabilities related to client-held fractional shares of equities, ETFs, and other securities. See Other securities owned at fair value above in this Note 2 for the treatment of client-held fractional shares. The Company has elected the fair value option pursuant to ASC 825 Financial Instruments for the repurchase liabilities to match the measurement and accounting of the related client-held fractional shares. The fair values of the repurchase liabilities are based on quoted market prices or other observable market data consistent with the related client-held fractional shares. Unrealized gains and losses on client-held fractional shares offset the unrealized gains and losses on the corresponding repurchase liabilities, resulting in no impact to the consolidated statements of income. The Company’s liabilities to repurchase client-held fractional shares do not have credit risk, and, as a result, the Company has not recognized any gains or losses in the consolidated statements of income or comprehensive income attributable to instrument-specific credit risk for these repurchase liabilities. The repurchase liabilities are included in accrued expenses and other liabilities on the consolidated balance sheet.
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


New Accounting Standards

AdoptionNo new accounting standards that are material to the Company were adopted during the year ended December 31, 2021. There are currently no new accounting standards not yet adopted that are material to the Company.


3.    Business Acquisitions

TD Ameritrade

On October 6, 2020 Schwab completed its previously announced acquisition of New Accounting Standards

TD Ameritrade for $21.8 billion in stock. As a result of the acquisition, TDA Holding became a wholly-owned subsidiary of CSC. TD Ameritrade provides securities brokerage services, including trade execution, clearing services, and margin lending, through its broker-dealer subsidiaries,
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StandardDescriptionDate of AdoptionEffects on the Financial Statements or Other Significant Matters
Accounting Standards Update (ASU) 2016-02, “Leases (Topic 842)”Amends the accounting for leases by lessees and lessors. The primary change from the new guidance is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Additional changes include accounting for lease origination and executory costs, required lessee reassessments during the lease term due to changes in circumstances, and expanded lease disclosures.

Adoption provides for modified retrospective transition as of the beginning of the earliest comparative period presented in the financial statements in which the entity first applies the new standard or, optionally, through another transition method by which a cumulative-effect adjustment is recorded to retained earnings as of the beginning of the period of adoption. Certain transition relief is permitted if elected by the entity.
January 1, 2019The Company adopted the new lease accounting guidance as of January 1, 2019 under the optional transition method provided electing not to recast its comparative periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The adoption resulted in a gross up of the consolidated balance sheet due to recognition of ROU assets and lease liabilities primarily related to the CS&Co leases of office space and branches. The amounts were based on the present value of our remaining operating lease payments. The Company’s ROU assets and related lease liabilities upon adoption were $596 million and $662 million, respectively. Further details on the impact of adoption are included below in this Note as well as in Note 13.
ASU 2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”Shortens the amortization period for the premium on certain callable debt securities to the earliest call date. The amendments are applicable to any purchased individual debt security with an explicit and noncontingent call feature with a fixed price on a preset date. ASU 2017-08 does not impact the accounting for callable debt securities held at a discount.

Adoption requires modified retrospective transition as of the beginning of the period of adoption through a cumulative-effect adjustment to retained earnings.
January 1, 2019The Company adopted this guidance as of January 1, 2019 using the modified retrospective method. Adoption resulted in an immaterial cumulative-effect adjustment to retained earnings as of the date of adoption.
ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”This ASU amends hedge accounting guidance to better align hedge accounting with risk management activities, while reducing the complexity of applying and reporting on hedge accounting. In addition, for a closed pool of prepayable financial assets, entities will be able to hedge an amount that is not expected to be affected by prepayments, defaults and other events under the “last-of-layer” method. The guidance also permits a one-time reclassification of debt securities eligible to be hedged under the “last-of-layer” method from HTM to AFS upon adoption.January 1, 2019The Company adopted this guidance on January 1, 2019. As part of its adoption, the Company made a one-time election to reclassify a portion of its HTM securities eligible to be hedged under the “last-of-layer” method to AFS. As of January 1, 2019, the securities reclassified had a fair value of $8.8 billion and resulted in a net of tax increase to AOCI of $19 million. The adoption of this standard had no other impact on the Company’s financial statements.




THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


and futures and foreign exchange trade execution services through its FCM and FDM subsidiary.
New Accounting Standards Not Yet Adopted
In exchange for each share of TD Ameritrade common stock, TD Ameritrade stockholders received 1.0837 shares of CSC common stock, except for TD Bank and its affiliates which received a portion in nonvoting common stock. In connection with the transaction, Schwab issued approximately 586 million common shares to TD Ameritrade stockholders consisting of approximately 509 million shares of common stock and approximately 77 million shares of nonvoting common stock, as described below. Subsequently, TD Bank and its affiliates exchanged common stock for nonvoting common stock and held approximately 79 million shares of nonvoting common stock as of December 31, 2021. For further details on the new class of nonvoting common stock, see Note 19.

The fair value of the purchase price transferred upon completion of the acquisition includes the fair value of CSC common stock and nonvoting common stock that was issued to TD Ameritrade stockholders, as well as the fair value of assumed TD Ameritrade equity awards attributable to pre-combination services.

The purchase price was calculated as follows:
StandardDescriptionRequired Date of AdoptionEffects on the Financial Statements or Other Significant Matters
ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”Provides guidance for recognizing impairment of most debt instruments measured at amortized cost, including loans and HTM debt securities. Requires estimating current expected credit losses (CECL) over the remaining life of an instrument or a portfolio of instruments with similar risk characteristics based on relevant information about past events, current conditions, and reasonable forecasts. The initial estimate of, and the subsequent changes in, CECL will be recognized as credit loss expense through current earnings and will be reflected as an allowance for credit losses offsetting the carrying
Fair value of the financial instrument(s) on the balance sheet. Amends the OTTI modelconsideration for AFS debt securities by requiring the use of an allowance, rather than directly reducing the carryingTD Ameritrade outstanding common stock$21,664 
Fair value of the security, and eliminating consideration of the length of time such security has been in an unrealized loss position as a factor in concluding whether a credit loss exists.

Adoption requires modified retrospective transition through a cumulative-effect adjustment
replaced TD Ameritrade equity awards attributable to retained earnings as of the beginning of the first reporting period in which the entity applies the new guidance except that a prospective transition is required for AFS debt securities for which an OTTI has been recognized prior to the effective date.pre-combination services
(1)
January 1, 2020
The Company adopted CECL as of January 1, 2020 using the modified retrospective method. The adoption of CECL resulted in an immaterial increase in the Company’s allowance for credit losses and an increase in the liability for expected credit losses on commitments to extend credit, both primarily related to First Mortgages and HELOCs. The adoption impact was recorded as an adjustment to retained earnings as of the beginning of the period of adoption.

The Company’s implementation work is now substantially complete.
94 
ASU 2018-15, “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)”Aligns the criteria for capitalizing implementation costs for cloud computing arrangements (CCA) that are service contracts with internal-use software that is developed or purchased and CCAs that include an internal-use software license. This guidance requires that the capitalized implementation costs be recognized over the period of the CCA service contract, subject to impairment evaluation on an ongoing basis.

The guidance prescribes the balance sheet, income statement, and statement of cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures.

Adoption provides for retrospective or prospective application to all implementation costs incurred after the date of adoption.
January 1, 2020
Purchase priceThe Company adopted this guidance prospectively on January 1, 2020. As such, adoption had no impact on the Company’s financial statements. Historically, Schwab has expensed implementation costs as they are incurred for CCAs that are service contracts. Therefore, adopting this guidance will change the Company’s accounting treatment for these types of implementation costs going forward. This guidance is not anticipated to have a material impact on future financial statements, including EPS.$21,758 
(1) Share-based awards held by TD Ameritrade employees prior to the acquisition date were assumed by Schwab and converted into share-based awards with respect to CSC common stock, after giving effect to the exchange ratio of 1.0837. Such share-based awards are otherwise subject to the same terms and conditions as were applicable immediately before the merger, except for performance-based restricted stock units which were converted into time-based restricted stock units. The portion of the fair value of the share-based awards that relates to services performed by the employees prior to the acquisition date is included in the purchase price.

The Company accounted for the TD Ameritrade acquisition as a business combination under GAAP and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their fair values, except for certain exceptions to the recognition principle of acquisition accounting, such as leases, share-based payments, and income taxes, as of the date of acquisition. Information regarding the acquisition is final and there were no adjustments to the provisional purchase price and fair value estimates presented in the 2020 Form 10-K.

The following table summarizes the purchase price, fair values of the assets acquired and liabilities assumed, and resulting goodwill as of the October 6, 2020 acquisition date.
Purchase price$21,758 
Fair value of assets acquired:
Cash and cash equivalents3,484 
Cash and investments segregated and on deposit for regulatory purposes14,236 
Receivables from brokerage clients28,009 
Available for sale securities1,779 
Acquired intangible assets8,880 
Equipment, office facilities, and property470 
Other assets3,088 
Total assets acquired59,946 
Fair value of liabilities assumed:
Payables to brokerage clients37,599 
Accrued expenses and other liabilities6,975 
Long-term debt3,829 
Total liabilities assumed48,403 
Fair value of net identifiable assets acquired11,543 
Goodwill10,215 

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


The identifiable tangible and intangible assets of $470 million and $8.9 billion, respectively, are subject to depreciation and amortization. The following table summarizes the major classes of tangible and intangible assets and their respective fair values and weighted-average useful lives:
Fair ValueWeighted-Average Useful Life (Years)
Equipment, office facilities, and property
Real property (1)
$226 37
Personal property (2)
162 2
Construction in progress49 N/A
Land33 N/A
Total equipment, office facilities, and property$470 
Acquired intangible assets
Client relationships$8,700 20
Existing technology165 2
Trade names15 2
Total acquired intangible assets$8,880 
(1) Consists primarily of buildings.
(2) Consists primarily of equipment and leasehold improvements.
N/A Not applicable.

Goodwill of $10.2 billion is primarily attributable to the scale, skill sets, operations, and synergies that can be leveraged to enable the combined company to build a stronger enterprise and will not be deductible for tax purposes. The cumulative effectgoodwill assigned to the Investor Services and Advisor Services segments were $6.4 billion and $3.8 billion, respectively.

The Company’s consolidated statements of income include total net revenues and net income attributable to the changes made to our consolidated January 1, 2019 balance sheetTD Ameritrade acquisition of $1.7 billion and $583 million, respectively, for the adoptionperiod October 6, 2020 through December 31, 2020.

In connection with the TD Ameritrade acquisition, the Company incurred various professional fees and other costs such as advisory, legal, and accounting fees. In total, the Company incurred acquisition costs of ASU 2016-02, Leases (Topic 842) were as follows:
 Balance at
December 31, 2018
 Adjustments Due to ASU 2016-02 Balance at
January 1, 2019
Assets     
Other assets (1)
$3,138
 $588
 $3,726
Liabilities     
Accrued expenses and other liabilities (2)
$4,785
 $588
 $5,373
(1) The adoption adjustment is comprised of two parts: 1) an increase of $596$56 million and $11 million for the recognitionyears ended December 31, 2020 and 2019, respectively, which are primarily included in professional services on the consolidated statements of income.

USAA-IMCO

On May 26, 2020, the Company completed its acquisition of the January 1, 2019 ROUassets of USAA-IMCO for $1.6 billion in cash. Along with the asset purchase agreement, the companies entered into a long-term referral agreement that makes Schwab the exclusive provider of wealth management and 2) an $8 million decrease related to prepaid rent and initial direct costs, which were reclassifiedinvestment brokerage services for USAA members. The USAA-IMCO acquisition has added scale to the ROU asset upon adoptionCompany’s operations through the addition of ASU 2016-02.over 1 million brokerage and managed portfolio accounts with approximately $80 billion in client assets at the acquisition date. The transaction also provides Schwab the opportunity to further expand our client base by serving USAA’s members through the long-term referral agreement.

The Company accounted for the USAA-IMCO acquisition as a business combination under GAAP and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their fair values as of the date of acquisition. During the three months ended September 30, 2020, we made a $43 million post-closing adjustment to the purchase price resulting in reductions of $9 million and $34 million to our initial estimates of the fair value of the intangible assets acquired and goodwill, respectively. The Company finalized the valuation of assets and liabilities during the three months ended December 31, 2020, resulting in no additional adjustments to the estimated fair values as of the date of acquisition.

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

The following table summarizes the purchase price, fair values of the assets acquired and liabilities assumed, and resulting goodwill as of the May 26, 2020 acquisition date, adjusted for the post-closing adjustments described above.
Purchase price$1,581 
Fair value of assets acquired:
Cash segregated and on deposit for regulatory purposes4,392 
Receivables from brokerage clients80 
Acquired intangible assets1,109 
Total assets acquired5,581 
Fair value of liabilities assumed:
Payables to brokerage clients4,472 
Total liabilities assumed4,472 
Fair value of net identifiable assets acquired$1,109 
Goodwill$472 

The identifiable intangible assets of $1.1 billion are subject to amortization. The following table summarizes the major classes of intangible assets acquired and their respective fair values and weighted-average useful lives:
Fair
Value
Weighted-Average Useful Life (Years)
Customer relationships$962 18
Brokerage referral agreement (1)
142 20
Royalty-free license7
Total acquired intangible assets$1,109 
(1) The brokerage referral agreement has an initial term of 5 years and is automatically renewable for one-year increments thereafter.
(2)
Goodwill recorded of $472 million, primarily attributable to the additional scale and anticipated synergies from the USAA-IMCO acquisition, was assigned to the Investor Services segment and is deductible for tax purposes.

The adoption adjustment is comprisedCompany’s consolidated statements of two parts: 1) an increaseincome include total net revenues and net loss attributable to the USAA-IMCO acquisition of $662$235 million and $51 million, respectively, for the period May 26, 2020 through December 31, 2020.

In connection with the acquisition, the Company agreed to reimburse USAA for certain contract termination and other fees and severance costs incurred by USAA. These costs totaled $21 million for the recognitionyear ended December 31, 2020 and are included in other expense on the consolidated statements of income. Additionally, the Company incurred various professional fees and other costs related to the USAA-IMCO acquisition, such as advisory, legal, and accounting fees. In total, the Company incurred acquisition costs of $54 million and $14 million for the years ended December 31, 2020 and 2019, respectively, which are primarily included in professional services, other expense, and compensation and benefits on the consolidated statements of income.

Pro Forma Financial Information (Unaudited)

The following table presents unaudited pro forma financial information as if the TD Ameritrade and USAA-IMCO acquisitions had occurred on January 1, 2019. The unaudited pro forma results reflect after-tax adjustments for acquisition costs, amortization and depreciation of acquired intangible and tangible assets, the impact of the amended IDA agreement which reduced the service fee on client cash deposits held at the TD Depository Institutions to 15 basis points from the 25 basis points paid by TD Ameritrade under its previous IDA agreement, and other immaterial adjustments for the effects of purchase accounting, and do not reflect potential revenue growth or cost savings that may be realized as a result of the acquisitions. Pro forma net income for the year ended December 31, 2020 excludes after-tax acquisition costs for both Schwab and the acquirees of $156 million. These costs and after-tax acquisition costs of $40 million incurred in 2019 by Schwab and the acquirees are included in pro forma net income for the year ended December 31, 2019.
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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

The unaudited pro forma financial information is presented for informational purposes only, and is not necessarily indicative of future operations or results had the TD Ameritrade and USAA-IMCO acquisitions been completed as of January 1, 2019 lease liability and 2) a2019.
Year Ended
December 31,
20202019
Total net revenues$16,617 $16,897 
Net income available to common stockholders4,617 5,121 

$74 million decrease related to deferred rent and lease incentives, which were reclassified to the ROU asset upon adoption of ASU 2016-02.


3.4.    Revenue Recognition
Disaggregated Revenue
Disaggregation of Schwab’s revenue by major source is as follows:
Year Ended December 31,2019 2018 2017
Net interest revenue     
Interest revenue$7,580
 $6,680
 $4,624
Interest expense(1,064) (857) (342)
Net interest revenue6,516
 5,823
 4,282
Asset management and administration fees     
Mutual funds, ETFs, and CTFs (1)
1,747
 1,837
 2,088
Advice solutions1,198
 1,139
 1,043
Other (1)
266
 253
 261
Asset management and administration fees3,211
 3,229
 3,392
Trading revenue     
Commissions549
 685
 600
Principal transactions68
 78
 54
Trading revenue617
 763
 654
Other377
 317
 290
Total net revenues$10,721
 $10,132
 $8,618

Year Ended December 31,202120202019
Net interest revenue
Cash and cash equivalents$40 $120 $518 
Cash and investments segregated24 141 345 
Receivables from brokerage clients2,455 848 821 
Available for sale securities4,641 4,537 1,560 
Held to maturity securities— — 3,591 
Bank loans620 545 584 
Securities lending revenue720 334 147 
Other interest revenue14 
Interest revenue8,506 6,531 7,580 
Bank deposits(54)(93)(700)
Payables to brokerage clients(9)(12)(79)
Short-term borrowings(9)— — 
Long-term debt(384)(289)(258)
Securities lending expense(24)(33)(38)
Other interest expense11 
Interest expense(476)(418)(1,064)
Net interest revenue8,030 6,113 6,516 
Asset management and administration fees
Mutual funds, ETFs, and CTFs1,961 1,770 1,747 
Advice solutions1,993 1,443 1,198 
Other320 262 266 
Asset management and administration fees4,274 3,475 3,211 
Trading revenue
Commissions2,050 739 549 
Order flow revenue2,053 621 135 
Principal transactions49 56 68 
Trading revenue4,152 1,416 752 
Bank deposit account fees1,315 355 — 
Other749 332 242 
Total net revenues$18,520 $11,691 $10,721 
(1) Beginning in the first quarter of 2019, a change was made to move CTFs from other asset management and administration fees. Prior periods have been recast to reflect this change.
For a summary of revenue provided by our reportable segments, see Note 22.24. The recognition of revenue is not impacted by the operating segment in which revenue is generated.
Contract balances
Receivables from contracts with customers within the scope of ASC 606 were $356 million at December 31, 2019 and $307 million at December 31, 2018 and were recorded in other assets on the consolidated balance sheets. Schwab does not have any other significant contract assets or contract liability balances as of December 31, 2019 and 2018.


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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


4.5.    Receivables from and Payables to Brokerage Clients


Receivables from and payables to brokerage clients are detailed below:
December 31,20212020
Receivables   
Margin loans$87,365 $60,865 
Other brokerage receivables3,200 3,575 
Receivables from brokerage clients — net (1)
$90,565 $64,440 
Payables  
Interest-bearing payables$107,551 $84,642 
Non-interest-bearing payables18,120 19,559 
Payables to brokerage clients$125,671 $104,201 
(1) The allowance for credit losses for receivables from brokerage clients and related activity were immaterial for all periods presented.
December 31,2019 2018
Receivables    
Margin loans, net of allowance for doubtful accounts$19,474
 $19,273
Other brokerage receivables2,293
 2,378
Receivables from brokerage clients — net$21,767
 $21,651
Payables   
Interest-bearing payables$29,009
 $21,990
Non-interest-bearing payables10,211
 10,736
Payables to brokerage clients$39,220
 $32,726


At December 31, 20192021 and 2018,2020, approximately 22%17% of total CS&Co’s total&Co and TD Ameritrade, Inc. client accounts were located in California.


- 80 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


5.6.    Investment Securities

The amortized cost, gross unrealized gains and losses, and fair value of the Company’s AFS and HTMinvestment securities are as follows:
December 31, 2021December 31, 2021Amortized
Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Fair
Value
Available for sale securitiesAvailable for sale securities
U.S. agency mortgage-backed securitiesU.S. agency mortgage-backed securities$335,803 $3,141 $4,589 $334,355 
U.S. Treasury securitiesU.S. Treasury securities21,394 13 125 21,282 
Asset-backed securities (1)
Asset-backed securities (1)
17,547 79 80 17,546 
Corporate debt securities (2)
Corporate debt securities (2)
12,310 143 109 12,344 
U.S. state and municipal securitiesU.S. state and municipal securities1,611 81 1,687 
Non-agency commercial mortgage-backed securitiesNon-agency commercial mortgage-backed securities1,170 20 — 1,190 
Certificates of depositCertificates of deposit1,000 — 999 
Foreign government agency securitiesForeign government agency securities425 — — 425 
Commercial paperCommercial paper200 — — 200 
OtherOther22 — 26 
Total available for sale securitiesTotal available for sale securities$391,482 $3,481 $4,909 $390,054 
December 31, 2019Amortized
Cost
 Gross Unrealized
Gains
Gross Unrealized
Losses
Fair
Value
December 31, 2020December 31, 2020
Available for sale securities   Available for sale securities
U.S. agency mortgage-backed securities$45,964
 $312
$121
$46,155
U.S. agency mortgage-backed securities$283,911 $7,005 $563 $290,353 
Corporate debt securities (1)
5,427
 57

5,484
Asset-backed securities (2)
4,970
 30
13
4,987
Asset-backed securities (1)
Asset-backed securities (1)
18,808 174 84 18,898 
Corporate debt securities (2)
Corporate debt securities (2)
12,408 388 — 12,796 
U.S. Treasury securities3,387
 3
6
3,384
U.S. Treasury securities10,631 25 — 10,656 
Certificates of deposit1,000
 4

1,004
Commercial paper (1,3)
394
 1

395
Non-agency commercial mortgage-backed securities13
 

13
Total available for sale securities$61,155
 $407
$140
$61,422
Held to maturity securities   
U.S. agency mortgage-backed securities$109,325
 $1,521
$280
$110,566
Asset-backed securities (2)
17,806
 50
85
17,771
Corporate debt securities (1)
4,661
 57

4,718
U.S. state and municipal securities1,301
 103

1,404
U.S. state and municipal securities1,544 153 — 1,697 
Non-agency commercial mortgage-backed securities1,119
 22

1,141
U.S. Treasury securities223
 5

228
Certificates of deposit200
 

200
Foreign government agency securities50
 

50
Other21
 

21
Total held to maturity securities$134,706
 $1,758
$365
$136,099
 
  
 
 
December 31, 2018   
Available for sale securities   
U.S. agency mortgage-backed securities$25,594
 $44
$82
$25,556
U.S. Treasury securities18,410
 
108
18,302
Asset-backed securities (2)
10,086
 14
15
10,085
Corporate debt securities (1)
7,477
 10
20
7,467
Certificates of deposit3,682
 4
1
3,685
U.S. agency notes900
 
2
898
Commercial paper (1,3)
522
 

522
Foreign government agency securities50
 
1
49
Foreign government agency securities1,411 — 1,413 
Non-agency commercial mortgage-backed securities14
 

14
Non-agency commercial mortgage-backed securities1,213 52 — 1,265 
Certificates of depositCertificates of deposit300 — — 300 
OtherOther22 — — 22 
Total available for sale securities$66,735
 $72
$229
$66,578
Total available for sale securities$330,248 $7,799 $647 $337,400 
Held to maturity securities   
U.S. agency mortgage-backed securities$118,064
 $217
$2,188
$116,093
Asset-backed securities (2)
18,502
 83
39
18,546
Corporate debt securities (1)
4,477
 2
47
4,432
U.S. state and municipal securities1,327
 24
3
1,348
Non-agency commercial mortgage-backed securities1,156
 3
17
1,142
U.S. Treasury securities223
 
6
217
Certificates of deposit200
 1

201
Foreign government agency securities50
 
1
49
Other10
 

10
Total held to maturity securities$144,009
 $330
$2,301
$142,038
(1) As of December 31, 2019 and 2018, approximately 32% and 26%, respectively, of the total AFS and HTM investments in corporate debt securities and commercial paper were issued by institutions in the financial services industry.
(2) Approximately 43%58% and 36%51% of asset-backed securities held as of December 31, 20192021 and 2018,2020, respectively, were Federal Family Education Loan Program Asset-Backed Securities. Asset-backed securities collateralized by credit card receivables represented approximately 42%30% and 36% of the asset-backed securities held as of both December 31, 20192021 and 2018.2020, respectively.
(3) (2) Included in cash and cash equivalents on the consolidated balance sheets, but excluded from this table is $2.5 billion and $4.9 billion of AFS commercial paper asAs of December 31, 20192021 and 2018, respectively. These holdings have maturities2020 approximately 31% and 46%, respectively of three months or less and an aggregate market value equal to amortized cost.the total AFS in corporate debt securities were issued by institutions in the financial services industry.


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


On January 1, 2019 the Company transferred certain U.S. agency mortgage-backed securities with a fair value of $8.8 billion from the HTM category to the AFS category as permitted by ASU 2017-12. For additional information see 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (ASU 2017-12). This transfer resulted in a net of tax increase to AOCI of $19 million.

In October 2019, the Federal Reserve issued a final enhanced prudential standards rule, and the Federal Reserve, the Office of the Comptroller of the Currency, and the FDIC jointly issued a final regulatory capital and liquidity rule. With total consolidated assets of $294.0 billion at December 31, 2019, CSC was designated as a Category III firm pursuant to the framework established by the final rules. Accordingly, the Company opted to exclude AOCI from its regulatory capital as permitted by the regulatory capital and liquidity rule beginning January 1, 2020. In accordance with ASC 320 Investment Debt Securities and as of January 1, 2020, the Company transferred all of its investment securities designated as HTM to the AFS category without tainting our intent to hold other debt securities to maturity. At the date of transfer, these securities had a total amortized cost of $134.7 billion and a total net unrealized gain of $1.4 billion.

- 81 -


THE CHARLES SCHWAB CORPORATION
Notes 2 and 18.to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

In January 2022, the Company transferred $108.8 billion of U.S. agency mortgage-backed securities with a total net unrealized loss at the time of transfer of $2.4 billion from the AFS category to the HTM category.

At December 31, 2019,2021, our banking subsidiaries had pledged securities with a fair value of $25.9$49.6 billion as collateral to secure borrowing capacity on secured credit facilities with the FHLB (see Note 12)13). Our banking subsidiaries also pledge investment securities as collateral to secure borrowing capacity at the Federal Reserve discount window, and had pledged securities with a fair value of $8.5$12.0 billion as collateral for this facility at December 31, 2019. CSB2021. The Company also pledges securities issued by federal agencies to secure certain trust deposits. The fair value of these pledged securities was $913 million$1.3 billion at December 31, 2019.2021.

See Note 25 for discussion of the transfer of all investment securities designated as HTM to the AFS category made on January 1, 2020.



THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Securities with unrealized losses, aggregated by category and period of continuous unrealized loss, of AFS investment securities are as follows:
Less than
12 months
12 months
or longer
Total
December 31, 2021Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Available for sale securities      
U.S. agency mortgage-backed securities$186,955 $3,216 $38,007 $1,373 $224,962 $4,589 
U.S. Treasury securities16,658 125 21 — 16,679 125 
Asset-backed securities6,093 58 2,708 22 8,801 80 
Corporate debt securities4,713 99 197 10 4,910 109 
Certificates of deposit799 — — 799 
U.S. state and municipal securities191 196 
Total$215,409 $3,503 $40,938 $1,406 $256,347 $4,909 
December 31, 2020     
Available for sale securities     
U.S. agency mortgage-backed securities$61,706 $551 $4,774 $12 $66,480 $563 
Asset-backed securities1,398 13 5,822 71 7,220 84 
Total$63,104 $564 $10,596 $83 $73,700 $647 
 Less than
12 months
 12 months
or longer
 Total
December 31, 2019Fair
Value
 Unrealized
Losses
 Fair
Value
 Unrealized
Losses
 Fair
Value
 Unrealized
Losses
Available for sale securities           
U.S. agency mortgage-backed securities$16,023
 $94
 $6,592
 $27
 $22,615
 $121
Asset-backed securities960
 6
 298
 7
 1,258
 13
U.S. Treasury securities510
 
 1,243
 6
 1,753
 6
Total$17,493
 $100
 $8,133
 $40
 $25,626
 $140
Held to maturity securities 
  
  
  
  
  
U.S. agency mortgage-backed securities$16,183
 $100
 $18,910
 $180
 $35,093
 $280
Asset-backed securities7,507
 63
 2,898
 22
 10,405
 85
Total$23,690
 $163
 $21,808
 $202
 $45,498
 $365
Total securities with unrealized losses$41,183
 $263
 $29,941
 $242
 $71,124
 $505
  
  
  
  
  
  
December 31, 2018 
  
  
  
  
  
Available for sale securities 
  
   
  
  
  
U.S. agency mortgage-backed securities$9,529
 $32
 $4,257
 $50
 $13,786
 $82
U.S. Treasury securities4,951
 6
 7,037
 102
 11,988
 108
Asset-backed securities4,050
 9
 837
 6
 4,887
 15
Corporate debt securities3,561
 19
 254
 1
 3,815
 20
Certificates of deposit1,217
 1
 150
 
 1,367
 1
U.S. agency notes195
 
 304
 2
 499
 2
Foreign government agency securities
 
 49
 1
 49
 1
Total$23,503
 $67
 $12,888
 $162
 $36,391
 $229
Held to maturity securities 
  
  
  
  
  
U.S. agency mortgage-backed securities$29,263
 $222
 $56,435
 $1,966
 $85,698
 $2,188
Asset-backed securities6,795
 35
 376
 4
 7,171
 39
Corporate debt securities2,909
 29
 1,066
 18
 3,975
 47
U.S. state and municipal securities77
 2
 18
 1
 95
 3
Non-agency commercial mortgage-backed securities283
 2
 632
 15
 915
 17
U.S. Treasury securities
 
 218
 6
 218
 6
Foreign government agency securities
 
 49
 1
 49
 1
Total$39,327
 $290
 $58,794
 $2,011
 $98,121
 $2,301
Total securities with unrealized losses$62,830
 $357
 $71,682
 $2,173
 $134,512
 $2,530


At December 31, 2019,2021, substantially all rated securities in the investment portfolios were investment grade. U.S. agency mortgage-backed securities do not have explicit credit ratings; however, management considers these to be of the highest credit quality and rating given the guarantee of principal and interest by the U.S. government or U.S. government-sponsored enterprises.

Management evaluates whether investmentFor a description of management’s quarterly evaluation of AFS securities are OTTI on a quarterly basis as described in unrealized loss positions see Note 2. No amounts were recognized as OTTIcredit loss expense and no securities were written down to fair value through earnings for the years ended December 31, 2021 and 2020. None of the Company’s AFS securities held as of December 31, 2021 and 2020 had an allowance for credit losses. Prior to the Company’s adoption of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13) on January 1, 2020, no amount was recognized as other-than-temporary impairment in earnings or other comprehensive income during the year ended December 31, 2019.

The Company had $683 million and $634 million of accrued interest receivable as of December 31, 2021 and 2020, respectively, for AFS securities. These amounts are excluded from the amortized cost basis of AFS securities and included in other assets on the consolidated balance sheets. There were no write-offs of accrued interest receivable on AFS securities during the years ended December 31, 2019, 2018,2021 and 2017. As of December 31, 2019 and 2018, Schwab did not hold any securities on which OTTI was previously recognized.2020.

- 82 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


In the table below, mortgage-backed securities and other asset-backed securities have been allocated to maturity groupings based on final contractual maturities. As borrowers may have the right to call or prepay certain obligations underlying our investment securities, actual maturities may differ from the scheduled contractual maturities presented below.

The maturities of AFS and HTMinvestment securities are as follows:
December 31, 2019Within
1 year
 After 1 year through
5 years
 After 5 years through
10 years
 After
10 years
 Total
Available for sale securities         
U.S. agency mortgage-backed securities $30
 $1,896
 $12,509
 $31,720
 $46,155
Corporate debt securities1,181
 4,132
 171
 
 5,484
Asset-backed securities65
 4,093
 367
 462
 4,987
U.S. Treasury securities1,915
 1,469
 
 
 3,384
Certificates of deposit703
 301
 
 
 1,004
Commercial paper395
 
 
 
 395
Non-agency commercial mortgage-backed securities
 
 
 13
 13
Total fair value4,289
 11,891
 13,047
 32,195
 61,422
Total amortized cost$4,279
 $11,823
 $13,046
 $32,007
 $61,155
Weighted-average yield (1)
2.42% 2.44% 2.13% 2.40% 2.35%
Held to maturity securities         
U.S. agency mortgage-backed securities $966
 $15,162
 $32,971
 $61,467
 $110,566
Asset-backed securities
 3,025
 6,473
 8,273
 17,771
Corporate debt securities1,279
 2,713
 726
 
 4,718
U.S. state and municipal securities
 98
 556
 750
 1,404
Non-agency commercial mortgage-backed securities
 
 
 1,141
 1,141
U.S. Treasury securities
 
 228
 
 228
Certificates of deposit200
 
 
 
 200
Foreign government agency securities
 50
 
 
 50
Other
 
 
 21
 21
Total fair value2,445
 21,048
 40,954
 71,652
 136,099
Total amortized cost$2,442
 $20,775
 $40,182
 $71,307
 $134,706
Weighted-average yield (1)
2.51% 2.54% 2.64% 2.42% 2.51%

December 31, 2021Within
1 year
After 1 year through
5 years
After 5 years through
10 years
After
10 years
Total
U.S. agency mortgage-backed securities $3,483 $20,916 $71,705 $238,251 $334,355 
U.S. Treasury securities4,049 14,569 2,664 — 21,282 
Asset-backed securities— 4,922 3,003 9,621 17,546 
Corporate debt securities1,634 6,443 4,267 — 12,344 
U.S. state and municipal securities23 150 1,010 504 1,687 
Non-agency commercial mortgage-backed securities— — — 1,190 1,190 
Certificates of deposit300 699 — — 999 
Foreign government agency securities101 324 — — 425 
Commercial paper200 — — — 200 
Other— — — 26 26 
Total fair value$9,790 $48,023 $82,649 $249,592 $390,054 
Total amortized cost$9,761 $47,336 $82,556 $251,829 $391,482 
Weighted-average yield (1)
1.28 %1.89 %1.78 %1.11 %1.35 %
(1) The weighted-average yield is computed using the amortized cost at December 31, 2019.2021.

Proceeds and gross realized gains and losses from sales of AFS investment securities are as follows:
Year Ended December 31,202120202019
Proceeds$13,306 $4,801 $24,495 
Gross realized gains40 16 
Gross realized losses36 10 
Year Ended December 31,2019 2018 2017
Proceeds$24,495
 $115
 $8,617
Gross realized gains16
 
 12
Gross realized losses10
 
 
- 83 -



THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

7.    Bank Loans and Related Allowance for Credit Losses

6.Bank Loans and Related Allowance for Loan Losses

The composition of bank loans and delinquency analysis by loan typeportfolio segment and class of financing receivable is as follows:
December 31, 2019Current 30-59 days
past due
 60-89 days
past due
 
>90 days past
due and other
nonaccrual loans
 (3)
 Total past due and other
nonaccrual loans
 Total
loans
 Allowance for loan
losses
 
Total
bank
loans
 net
First Mortgages (1,2)
$11,665
 $24
 $4
 $11
 $39
 $11,704
 $11
 $11,693
HELOCs (1,2)
1,105
 2
 1
 9
 12
 1,117
 4
 1,113
Pledged asset lines5,202
 4
 
 
 4
 5,206
 
 5,206
Other201
 
 
 2
 2
 203
 3
 200
Total bank loans$18,173
 $30
 $5
 $22
 $57
 $18,230
 $18
 $18,212
                
December 31, 2018               
First Mortgages (1,2)
$10,349
 $21
 $2
 $12
 $35
 $10,384
 $14
 $10,370
HELOCs (1,2)
1,493
 3
 1
 8
 12
 1,505
 5
 1,500
Pledged asset lines4,558
 3
 
 
 3
 4,561
 
 4,561
Other180
 
 
 
 
 180
 2
 178
Total bank loans$16,580
 $27
 $3
 $20
 $50
 $16,630
 $21
 $16,609

December 31, 2021Current30-59 days
past due
60-89 days
past due
>90 days past
due and other
nonaccrual loans
(3)
Total past due and other
nonaccrual loans
Total
loans
Allowance for credit
losses
Total
bank
loans
net
Residential real estate:
First Mortgages (1,2)
$21,022 $41 $$26 $68 $21,090 $13 $21,077 
HELOCs (1,2)
637 — 11 648 646 
Total residential real estate21,659 43 35 79 21,738 15 21,723 
Pledged asset lines12,698 — 11 12,709 — 12,709 
Other207 — — — — 207 204 
Total bank loans$34,564 $46 $$35 $90 $34,654 $18 $34,636 
       
December 31, 2020       
Residential real estate:
First Mortgages (1,2)
$14,804 $27 $$72 $100 $14,904 $22 $14,882 
HELOCs (1,2)
823 17 19 842 837 
Total residential real estate15,627 28 89 119 15,746 27 15,719 
Pledged asset lines7,901 10 — 15 7,916 — 7,916 
Other181 — — — — 181 178 
Total bank loans$23,709 $38 $$89 $134 $23,843 $30 $23,813 
(1) First Mortgages and HELOCs include unamortized premiums and discounts and direct origination costs of $74$91 million and $73$72 million at December 31, 20192021 and 2018,2020, respectively.
(2) At December 31, 20192021 and 2018,2020, 46% and 45% and 47%, respectively, of the First Mortgage and HELOC portfolios were concentrated in California. These loans have performed in a manner consistent with the portfolio as a whole.
(3) There were 0no loans accruing interest that were contractually 90 days or more past due at December 31, 20192021 or 2018.2020.

At December 31, 2019,2021, CSB had pledged $10.5 billionthe full balance of First Mortgages and HELOCs aspursuant to a blanket lien status collateral arrangement to secure borrowing capacity on a secured credit facility with the FHLB (see Note 12)13).

Substantially all of the bank loans were collectively evaluated for impairment at both December 31, 2019 and 2018.

Changes in the allowance for loancredit losses on bank loans were as follows:
December 31, 2021December 31, 2020December 31, 2019
First MortgagesHELOCsTotal residential real estateOtherTotalFirst MortgagesHELOCsTotal residential real estateOtherTotalFirst MortgagesHELOCsTotal residential real estateOtherTotal
Balance at beginning of year$22 $$27 $$30 $11 $$15 $$18 $14 $$19 $21 
Adoption of ASU 2016-13— — — — — — — — — — — — 
Charge-offs— — — (1)(1)— — — — — — — — — — 
Recoveries— — — — — 
Provision for credit losses(9)(4)(13)(12)10 — 10 (4)(2)(6)(5)
Balance at end of year$13 $$15 $$18 $22 $$27 $$30 $11 $$15 $$18 
 December 31, 2019 December 31, 2018 December 31, 2017
 First Mortgages HELOCs Other  
Total (1)
 First Mortgages HELOCs Other 
Total (1)
 First Mortgages HELOCs Other
Total (1)
Balance at beginning of year$14
 $5
 $2
 $21
 $16
 $8
 $2
 $26
 $17
 $8
 1
$26
Charge-offs
 
 
 
 
 
 (1) (1) (2) (1) 
(3)
Recoveries1
 1
 
 2
 1
 1
 
 2
 1
 1
 1
3
Provision for loan losses(4) (2) 1
 (5) (3) (4) 1
 (6) 
 
 

Balance at end of year$11
 $4
 $3
 $18
 $14
 $5
 $2
 $21
 $16
 $8
 $2
$26

(1)As discussed in Note 2, PALs are subject to the collateral maintenance practical expedient under ASC 326. All PALs were fully collateralized by securities with fair values in excess of borrowings atas of December 31, 2019, 2018,2021 and 2017.2020, respectively. Therefore, no allowance for credit losses for PALs as of those dates was required.


A summaryThe economy continued to strengthen overall in 2021, however, COVID-19 has continued to affect the pace of impairedrecovery. Management’s macroeconomic outlook reflects continued moderate growth in home prices and lower unemployment anticipated over the near term. This macroeconomic outlook, along with the continued strong credit quality metrics in the bank loan-related assets is as follows:
December 31,2019 2018
Nonaccrual loans (1)
$22
 $21
Other real estate owned (2)
1
 3
Total nonperforming assets23
 24
Troubled debt restructurings2
 4
Total impaired assets$25
 $28
loans portfolio, result in a lower modeled projection of loss rates compared to December 31, 2020.
(1) Nonaccrual loans include nonaccrual troubled debt restructurings.
(2) Included in other assets on the consolidated balance sheets.
- 84 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

A summary of bank loan-related nonperforming assets and troubled debt restructurings is as follows:
December 31,20212020
Nonaccrual loans (1)
$35 $89 
Other real estate owned (2)
Total nonperforming assets36 90 
Troubled debt restructurings— 
Total nonperforming assets and troubled debt restructurings$36 $91 
(1) Nonaccrual loans include nonaccrual troubled debt restructurings.
(2) Included in other assets on the consolidated balance sheets.

Credit Quality

In addition to monitoring delinquency, Schwab monitors the credit quality of First Mortgages and HELOCs by stratifying the portfolios by the following:

Year of origination;
Borrower FICO scores at origination (Origination FICO);
Updated borrower FICO scores (Updated FICO);
Loan-to-value (LTV) ratios at origination (Origination LTV); and
Estimated Current LTV ratios.ratios (Estimated Current LTV).

Borrowers’ FICO scores are provided by an independent third-party credit reporting service and generally updated quarterly. The Origination LTV and Estimated Current LTV for a HELOC include any first lien mortgage outstanding on the same property at the time of the HELOC’s origination. The Estimated Current LTV for each loan is updated on a monthly basis by reference to a home price appreciation index.




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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


The credit quality indicators of the Company’s bank loan portfolioFirst Mortgages and HELOCs are detailed below:
December 31, 2019Balance Weighted Average
Updated FICO
 Percent of Loans that are on
Nonaccrual Status
First Mortgages     
Estimated Current LTV     
<70%
$10,382
 775
 0.08%
>70% – <90%
1,320
 770
 0.22%
>90% – <100%
2
 715
 0.04%
>100%
 
 
Total$11,704
 775
 0.09%
HELOCs     
Estimated Current LTV (1)
     
<70%
$1,056
 767
 0.81%
>70% – <90%
56
 750
 0.80%
>90% – <100%
3
 701
 3.28%
>100%2
 675
 9.71%
Total$1,117
 766
 0.83%
Pledged asset lines     
Weighted-Average LTV (1)
     
=70%$5,206
 766
 
December 31, 2018Balance Weighted Average
Updated FICO
 Percent of Loans that are on
Nonaccrual Status
First Mortgages     
Estimated Current LTV     
<70%
$9,396
 776
 0.04%
>70% – <90%
985
 769
 0.41%
>90% – <100%
2
 717
 
>100%1
 753
 
Total$10,384
 775
 0.07%
HELOCs     
Estimated Current LTV (1)
     
<70%
$1,416
 770
 0.13%
>70% – <90%
80
 752
 0.60%
>90% – <100%
6
 729
 3.36%
>100%3
 702
 
Total$1,505
 769
 0.17%
Pledged asset lines     
Weighted-Average LTV (1)
     
=70%$4,561
 766
 

First Mortgages Amortized Cost Basis by Origination Year
December 31, 202120212020201920182017pre-2017Total First MortgagesRevolving HELOCs amortized cost basisHELOCs converted to term loansTotal HELOCs
Origination FICO
<620$$$— $— $— $$$— $— $— 
620 – 67934 25 19 90 — 
680 – 7391,306 524 146 41 98 215 2,330 61 60 121 
≥74011,649 4,454 1,049 165 354 996 18,667 308 217 525 
Total$12,990 $5,004 $1,200 $207 $458 $1,231 $21,090 $369 $279 $648 
Origination LTV
≤70%$11,234 $4,159 $948 $160 $351 $909 $17,761 $305 $199 $504 
>70% – ≤90%1,756 845 252 47 107 319 3,326 64 78 142 
>90% – ≤100%— — — — — — 
Total$12,990 $5,004 $1,200 $207 $458 $1,231 $21,090 $369 $279 $648 
Weighted Average
  Updated FICO
<620$$$$— $$12 $22 $$$
620 – 67996 69 19 30 229 14 20 
680 – 7391,265 421 115 24 53 149 2,027 51 39 90 
≥74011,624 4,512 1,065 176 395 1,040 18,812 310 220 530 
Total$12,990 $5,004 $1,200 $207 $458 $1,231 $21,090 $369 $279 $648 
Estimated Current LTV (1)
≤70%$11,707 $4,961 $1,196 $206 $455 $1,229 $19,754 $368 $277 $645 
>70% – ≤90%1,283 43 1,336 
>90% – ≤100%— — — — — — — — — — 
>100%— — — — — — — — — — 
Total$12,990 $5,004 $1,200 $207 $458 $1,231 $21,090 $369 $279 $648 
Percent of Loans on
Nonaccrual Status
0.03 %0.10 %0.03 %0.03 %0.03 %1.40 %0.12 %0.64 %2.33 %1.39 %
(1) Represents the LTV for the full line of credit (drawn and undrawn). for revolving HELOCs.


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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


First Mortgages Amortized Cost Basis by Origination Year
December 31, 20202020201920182017pre-2017Total First MortgagesRevolving HELOCs amortized cost basisHELOCs converted to term loansTotal HELOCs
Origination FICO
<620$$— $— $— $$$— $— $— 
620 – 67929 13 31 84 
680 – 739794 355 105 181 419 1,854 82 80 162 
≥7407,150 2,452 449 858 2,054 12,963 380 296 676 
Total$7,974 $2,820 $557 $1,047 $2,506 $14,904 $463 $379 $842 
Origination LTV
≤70%$6,653 $2,211 $396 $793 $1,935 $11,988 $351 $269 $620 
>70% – ≤90%1,321 609 161 254 568 2,913 112 107 219 
>90% – ≤100%— — — — — 
Total$7,974 $2,820 $557 $1,047 $2,506 $14,904 $463 $379 $842 
Weighted Average
  Updated FICO
<620$$$$$19 $31 $$$12 
620 – 67967 34 16 21 60 198 12 20 32 
680 – 739784 252 66 121 281 1,504 58 55 113 
≥7407,118 2,532 474 901 2,146 13,171 390 295 685 
Total$7,974 $2,820 $557 $1,047 $2,506 $14,904 $463 $379 $842 
Estimated Current LTV (1)
≤70%$6,999 $2,582 $533 $1,034 $2,490 $13,638 $452 $368 $820 
>70% – ≤90%975 238 24 13 16 1,266 11 20 
>90% – ≤100%— — — — — — — 
>100%— — — — — — — 
Total$7,974 $2,820 $557 $1,047 $2,506 $14,904 $463 $379 $842 
Percent of Loans on
Nonaccrual Status
0.09 %0.38 %1.02 %0.87 %1.57 %0.48 %1.37 %2.80 %2.02 %
(1) Represents the LTV for the full line of credit (drawn and undrawn) for revolving HELOCs.
December 31, 2019First Mortgages HELOCs
Year of origination   
Pre-2015$1,585
 $788
2015773
 77
20162,149
 72
20171,911
 81
20181,284
 64
20194,002
 35
Total$11,704
 $1,117
Origination FICO 
  
<620$3
 $
620 – 67977
 5
680 – 7391,713
 219
>740
9,911
 893
Total$11,704
 $1,117
Origination LTV   
<70%
$8,928
 $798
>70% – <90%
2,773
 314
>90% – <100%
3
 5
Total$11,704
 $1,117
December 31, 2018First Mortgages HELOCs
Year of origination   
Pre-2015$2,387
 $1,140
20151,050
 106
20162,606
 95
20172,366
 99
20181,975
 65
Total$10,384
 $1,505
Origination FICO 
  
<620$5
 $
620 – 67983
 8
680 – 7391,626
 282
>740
8,670
 1,215
Total$10,384
 $1,505
Origination LTV 
  
<70%
$7,815
 $1,064
>70% – <90%
2,564
 434
>90% – <100%
5
 7
Total$10,384
 $1,505


At December 31, 2019,2021, First Mortgage loans of $10.5$17.0 billion had adjustable interest rates. Substantially all of these mortgages have initial fixed interest rates for three to ten years and interest rates that adjust annually thereafter. Approximately 26%28% of the balance of these mortgages consisted of loans with interest-only payment terms. The interest rates on approximately 68%89% of the balance of these interest-only loans are not scheduled to reset for three or more years. Schwab’s mortgage loans do not include interest terms described as temporary introductory rates below current market rates.


At December 31, 2021 and 2020, Schwab had $57 million and $43 million, respectively, of accrued interest on bank loans, which is excluded from the amortized cost basis of bank loans and included in other assets on the consolidated balance sheets.
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


The HELOC product has a 30-year loan term with an initial draw period of ten years from the date of origination. After the initial draw period, the balance outstanding at such time is converted to a 20-year amortizing loan. The interest rate during the initial draw period and the 20-year amortizing period is a floating rate based on the prime rate plus a margin.

The following table presents HELOCs converted to amortizing loans during each period presented:
December 31,20212020
HELOCs converted to amortizing loans$19 $26 

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

The following table presents when current outstanding HELOCs will convert to amortizing loans:
December 31, 2021Balance
Converted to an amortizing loan by period end$279 
Within 1 year16 
> 1 year – 3 years72 
> 3 years – 5 years65 
> 5 years216 
Total$648 
December 31, 2019Balance
Converted to an amortizing loan by period end$506
Within 1 year45
> 1 year – 3 years81
> 3 years – 5 years155
> 5 years330
Total$1,117


At December 31, 2019, $9052021, $495 million of the HELOC portfolio was secured by second liens on the associated properties. Second lien mortgage loans typically possess a higher degree of credit risk given the subordination to the first lien holder in the event of default. In addition to the credit monitoring activities described previously, Schwab also monitors credit risk by reviewing the delinquency status of the first lien loan on the associated property. At December 31, 2019,2021, the borrowers on approximately 52%53% of HELOC loan balances outstanding only paid the minimum amount due.


7.Equipment, Office Facilities, and Property
8.    Equipment, Office Facilities, and Property

Equipment, office facilities, and property are detailed below:
December 31,20212020
Software$2,524 $2,314 
Buildings1,640 1,444 
Information technology and telecommunications equipment679 509 
Leasehold improvements462 455 
Construction in progress429 325 
Land208 208 
Other388 295 
Total equipment, office facilities, and property6,330 5,550 
Accumulated depreciation and amortization(2,888)(2,667)
Total equipment, office facilities, and property — net$3,442 $2,883 
December 31,2019 2018
Software$1,876
 $1,699
Buildings1,056
 945
Leasehold improvements360
 367
Construction in progress324
 248
Information technology equipment253
 206
Furniture and equipment241
 219
Land163
 179
Telecommunications equipment91
 69
Total equipment, office facilities, and property4,364
 3,932
Accumulated depreciation and amortization(2,236) (2,163)
Total equipment, office facilities, and property — net$2,128
 $1,769


Depreciation and amortization expense for equipment, office facilities, and property was $322 million, $277 million, and $232 million in 2019, 2018, and 2017, respectively.


- 88 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

9.    Goodwill and Acquired Intangible Assets

8.Goodwill
Acquired intangible assets and goodwill are detailed below:
December 31, 2021December 31, 2020
Gross Carrying
Value
Accumulated
Amortization
Net Carrying
Value
Gross Carrying
Value
Accumulated
Amortization
Net Carrying
Value
Client relationships$10,089 $(908)$9,181 $10,089 $(386)$9,703 
Technology305 (197)108 305 (112)193 
Trade names116 (26)90 113 (18)95 
Total acquired intangible assets$10,510 $(1,131)$9,379 $10,507 $(516)$9,991 

Estimated future annual amortization expense for acquired intangible assets as of December 31, 2021 is as follows:
2022$596 
2023534 
2024518 
2025512 
2026508 
Thereafter6,630 
Total$9,298 
Note: The above schedule excludes indefinite-lived intangible assets of $81 million.

The changes in the carrying amount of goodwill, as allocated to our reportable segments, are presented in the following table:
Investor
Services
Advisor
Services
Total
Balance at December 31, 2019$1,096 $131 $1,227 
Goodwill acquired in TD Ameritrade acquisition6,380 3,835 10,215 
Goodwill acquired in other acquisitions494 16 510 
December 31, 20207,970 3,982 11,952 
Goodwill acquired and other changes during the period— — — 
Balance at December 31, 2021$7,970 $3,982 $11,952 
 Investor
Services
 Advisor
Services
 Total
Balance at December 31, 2017$1,096
 $131
 $1,227
Goodwill acquired and other changes during the period
 
 
Balance at December 31, 20181,096
 131
 1,227
Goodwill acquired and other changes during the period
 
 
Balance at December 31, 2019$1,096
 $131
 $1,227


See Note 3 for additional information on the Company’s acquisitions.

As of our annual testing date, we performed an assessment of each of the Company’s reporting units. Based on the Company’sthis analysis, fair value significantly exceeded the carrying value for all reporting units and we concluded that goodwill was not impaired. There were no indicators that goodwill was impaired after our annual testing date. Schwab did 0tnot recognize any goodwill impairment in any of the years presented.


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9.


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

10.    Other Assets    

The components of other assets are as follows:
December 31,2019 2018December 31,20212020
Other receivables from brokers, dealers, and clearing organizationsOther receivables from brokers, dealers, and clearing organizations$2,475 $1,748 
Receivables — interest, dividends, and other$788
 $689
Receivables — interest, dividends, and other1,615 1,180 
Other securities owned at fair value (1)
Other securities owned at fair value (1)
1,584 687 
Other investments (2)
Other investments (2)
1,526 1,019 
Operating lease ROU assetsOperating lease ROU assets842 937 
Customer contract receivables (3)
Customer contract receivables (3)
637 579 
Securities borrowed735
 101
Securities borrowed582 873 
Other securities owned at fair value718
 539
Other investments (1)
633
 460
Operating lease ROU assets577
 
Customer contract receivables356
 307
Capitalized contract costs, net281
 250
Other receivables from brokers, dealers, and clearing organizations235
 452
Intangible assets, net of accumulated amortization of $326 and $299 (2)
128
 152
Capitalized contract costsCapitalized contract costs344 303 
Other264
 188
Other713 457 
Total other assets$4,715
 $3,138
Total other assets$10,318 $7,783 
(1) PrimarilyIncludes fractional shares held in client brokerage accounts. Corresponding repurchase liabilities in an equal amount for these client-held fractional shares are included in accrued expenses and other liabilities on the consolidated balance sheet. See also Notes 2 and 18.
(2) Includes LIHTC investments and certain other CRA-related including LIHTC investments;investments (see Note 11). This item also includes investments in FHLB stock of $35 million and $32$29 million at December 31, 20192021 and 2018, respectively,2020, which are required to be held as a condition of borrowing with the FHLB (see Note 13) and can only be sold to the issuer at its par value. Any cash dividends received from investments in FHLB stock are recognized as interest revenue in the consolidated statements of income.
(2) Exclusive CSB and CSPB are members of indefinite-lived intangible assetsthe Federal Reserve and as a condition of $77membership, are required to hold Federal Reserve stock. Other investments also includes investments in FRB stock of $436 million and $74$191 million at December 31, 20192021 and 2018, respectively, future amortization over2020, respectively.
(3) Represents substantially all receivables from contracts with customers within the next five years and thereafter is expected to total $51 million. Amortization expense for intangiblescope of ASC 606. Schwab does not have any other significant contract assets was $27 million in 2019, $29 million in 2018, and $37 million in 2017.or contract liability balances as of December 31, 2021 or 2020.

Capitalized contract costs

Capitalized contract costs relate to incremental costs of obtaining a contract with a customer, including sales commissions paid to employees for obtaining contracts with clients, and are includedpresented in other assets on the consolidated balance sheets.table above. These costs are amortized to expense on a straight-line basis over a period that is consistent with how the related revenue is recognized. Capitalized contract costs were $281 million and $250 million at December 31, 2019 and 2018, respectively. Amortization expense related to capitalized contract costs was $69 million, $63 million, and $55 million during the years ended December 31, 2021, 2020, and $47 million in 2019, and 2018, respectively, which was recorded in compensation and benefits expense on the consolidated statements of income.



11.    Variable Interest Entities
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


10.Variable Interest Entities

As of December 31, 20192021 and 2018,2020, all of Schwab’s involvement with VIEsvariable interest entities (VIEs) is through CSB’s CRA-related investments and most of thosethese are related to LIHTC investments. As part of CSB’s community reinvestment initiatives, CSB invests in funds that make equity investments in multifamily affordable housing properties and receives tax credits and other tax benefits for these investments. During 20192021, 2020, and 2018,2019, CSB recorded amortization of $39$71 million, $56 million, and $32$39 million, respectively, and recognized tax credits and other tax benefits of $47$90 million, $69 million, and $36$47 million, respectively, associated with these investments. The amortization, as well as the tax credits and other tax benefits, are included in taxes on income.

- 90 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

Aggregate assets, liabilities, and maximum exposure to loss

The aggregate assets, liabilities, and maximum exposure to loss from those VIEs in which Schwab holds a variable interest, but is not the primary beneficiary, are summarized in the table below:
 December 31, 2019 December 31, 2018
 Aggregate
assets
 Aggregate
liabilities
 Maximum exposure
to loss
 Aggregate
assets
 Aggregate
liabilities
 Maximum exposure to loss
LIHTC Investments (1)
$516
 $275
 $516
 $338
 $188
 $338
Other CRA Investments (2)
120
 
 154
 70
 
 124
Total$636
 $275
 $670
 $408
 $188
 $462
December 31, 2021December 31, 2020
Aggregate
assets
Aggregate
liabilities
Maximum exposure
to loss
Aggregate
assets
Aggregate
liabilities
Maximum exposure to loss
LIHTC investments (1)
$915 $530 $915 $649 $344 $649 
Other CRA investments (2)
161 — 211 118 — 152 
Total$1,076 $530 $1,126 $767 $344 $801 
(1) Aggregate assets and aggregate liabilities are included in other assets and accrued expenses and other liabilities, respectively, on the consolidated balance sheets.
(2) Other CRA investments are recordedaccounted for as loans at amortized cost, equity method investments, AFS securities, or using either the adjusted cost method, equity method, or as HTM securities.method. Aggregate assets are included in HTMAFS securities, bank loans – net, or other assets on the consolidated balance sheets.

Schwab’s maximum exposure to loss would result from the loss of the investments, including any committed amounts. CSB’s funding of these remaining commitments is dependent upon the occurrence of certain conditions, and CSB expects to pay substantially all of these commitments between 20202022 and 2023.2025. During the years ended December 31, 20192021, 2020, and 2018,2019, Schwab did not provide or intend to provide financial or other support to the VIEs that it was not contractually required to provide.


11.Bank Deposits
12.    Bank Deposits

Bank deposits consist of interest-bearing and non-interest-bearing deposits as follows:
December 31,20212020
Interest-bearing deposits:  
Deposits swept from brokerage accounts$412,287 $332,513 
Checking22,786 17,785 
Savings and other7,234 6,739 
Total interest-bearing deposits442,307 357,037 
Non-interest-bearing deposits1,471 985 
Total bank deposits$443,778 $358,022 
December 31,2019 2018
Interest-bearing deposits:   
Deposits swept from brokerage accounts$201,531
 $212,311
Checking12,650
 12,523
Savings and other5,168
 5,827
Total interest-bearing deposits219,349
 230,661
Non-interest-bearing deposits745
 762
Total bank deposits$220,094
 $231,423




THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


12.13.    Borrowings

CSC Senior Notes

CSC’s Senior Notes are unsecured obligations. CSC may redeem some or all of the Senior Notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances. Interest is payable semi-annually for the fixed-rate Senior Notes and quarterly for the floating-rate Senior Notes.

TDA Holding Senior Notes

TDA Holding’s Senior Notes are unsecured obligations. TDA Holding may redeem some or all of the Senior Notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances. Interest is payable semi-annually for the fixed-rate Senior Notes.


- 91 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

The following table lists long-term debt by instrument outstanding as of December 31, 20192021 and 2018.2020.
Date ofPrincipal Amount Outstanding
Issuance20212020
CSC Fixed-rate Senior Notes:
3.250% due May 21, 202105/22/18$— $600 
3.225% due September 1, 202208/29/12256 256 
2.650% due January 25, 202312/07/17800 800 
3.550% due February 1, 202410/31/18500 500 
0.750% due March 18, 202403/18/211,500 — 
3.750% due April 1, 2024 (1)
09/24/21350 — 
3.000% due March 10, 202503/10/15375 375 
4.200% due March 24, 202503/24/20600 600 
3.625% due April 1, 2025 (1)
09/24/21418 — 
3.850% due May 21, 202505/22/18750 750 
3.450% due February 13, 202611/13/15350 350 
0.900% due March 11, 202612/11/201,250 1,250 
1.150% due May 13, 202605/13/211,000 — 
3.200% due March 2, 202703/02/17650 650 
3.300% due April 1, 2027 (1)
09/24/21744 — 
3.200% due January 25, 202812/07/17700 700 
2.000% due March 20, 202803/18/211,250 — 
4.000% due February 1, 202910/31/18600 600 
3.250% due May 22, 202905/22/19600 600 
2.750% due October 1, 2029 (1)
09/24/21475 — 
4.625% due March 22, 203003/24/20500 500 
1.650% due March 11, 203112/11/20750 750 
2.300% due May 13, 203105/13/21750 — 
1.950% due December 1, 203108/26/21850 — 
CSC Floating-rate Senior Notes:
Three-month LIBOR + 0.32% due May 21, 202105/22/18— 600 
SOFR + 0.500% due March 18, 202403/18/211,250 — 
SOFR + 0.520% due May 13, 202605/13/21500 — 
Total CSC Senior Notes17,768 9,881 
TDA Holding Fixed-rate Senior Notes:
2.950% due April 1, 202203/09/15750 750 
3.750% due April 1, 2024 (1)
11/01/1850 400 
3.625% due April 1, 2025 (1)
10/22/1482 500 
3.300% due April 1, 2027 (1)
04/27/1756 800 
2.750% due October 1, 2029 (1)
08/16/1925 500 
TDA Holding Floating-rate Senior Notes:
Three-month LIBOR + 0.43% due November 1, 202111/01/18— 600 
Total TDA Holding Senior Notes963 3,550 
Finance lease liabilities94 
Unamortized premium — net180 249 
Debt issuance costs(91)(54)
Total long-term debt$18,914 $13,632 
(1) During 2021, we completed an offer to exchange certain senior notes issued by TDA Holding for senior notes issued by CSC. Of the approximately $2.2 billion in aggregate principal amount of TDA Holding’s senior notes offered in the exchange, 90%, or approximately $2.0 billion, were tendered and accepted. The new senior notes issued by CSC have the same interest rates and maturity dates as the TDA Holding senior notes. The $213 million not exchanged remained outstanding across 4 series of senior notes issued by TDA Holding. The debt exchange was treated as a debt modification for accounting purposes.

- 92 -

 Date ofPrincipal Amount Outstanding
 Issuance20192018
Fixed-rate Senior Notes:   
4.450% due July 22, 202007/22/10$700
$700
3.250% due May 21, 202105/22/18600
600
3.225% due September 1, 202208/29/12256
256
2.650% due January 25, 202312/07/17800
800
3.550% due February 1, 202410/31/18500
500
3.000% due March 10, 202503/10/15375
375
3.850% due May 21, 202505/22/18750
750
3.450% due February 13, 202611/13/15350
350
3.200% due March 2, 202703/02/17650
650
3.200% due January 25, 202812/07/17700
700
4.000% due February 1, 202910/31/18600
600
3.250% due May 22, 202905/22/19600

Floating-rate Senior Notes:   
Three-month LIBOR + 0.32% due May 21, 202105/22/18600
600
Total Senior Notes 7,481
6,881
5.450% Finance lease obligation (1)
06/04/04
52
Unamortized discount  net
 (14)(15)
Debt issuance costs (37)(40)
Total long-term debt $7,430
$6,878

໿THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
(1) The finance lease obligation was extinguished through an assignment agreement during the first quarter of 2019.

Annual maturities on all long-term debt outstanding at December 31, 2019,2021, are as follows:
Maturities
2022$1,036 
2023829 
20243,673 
20252,237 
20263,100 
Thereafter7,950 
Total maturities18,825 
Unamortized premium — net180 
Debt issuance costs(91)
Total long-term debt$18,914 
 Maturities
2020$700
20211,200
2022256
2023800
2024500
Thereafter4,025
Total maturities7,481
Unamortized discount — net(14)
Debt issuance costs(37)
Total long-term debt$7,430


Short-term borrowings: CSC has the ability to issue up to $5.0 billion of commercial paper notes ($1.5 billion at December 31, 2020) with maturities of up to 270 days. CSC had $3.0 billion of commercial paper notes outstanding at December 31, 2021 and none outstanding at December 31, 2020. CSC and CS&Co also have access to uncommitted lines of credit with external banks with total borrowing capacity of $1.5 billion; no amounts were outstanding as of December 31, 2021 or 2020.

Our banking subsidiaries maintain secured credit facilities with the FHLB. Amounts available under these facilities are dependent on the amount of our First Mortgages, HELOCs, and the fair value of certain of their investment securities that are pledged as collateral. As of December 31, 20192021 and 2018,2020, the collateral pledged provided a total borrowing capacity of $34.2$63.5 billion and $35.5$55.1 billion, respectively, of which 0no amounts were outstanding at the end of either period.year.


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


As a condition of the FHLB borrowings, we are required to hold FHLB stock, which was recorded in other assets on the consolidated balance sheets.

Additionally, ourOur banking subsidiaries have access to funding through the Federal Reserve discount window. Amounts available are dependent upon the fair value of certain investment securities that are pledged as collateral. As of December 31, 20192021 and 2018, the2020, our collateral pledged provided total borrowing capacity of $8.5$12.0 billion and $7.9 billion, respectively, of which 0no amounts were outstanding at the end of either period.year.


13.    Leases

The following table details the amounts and locations of lease assets and liabilities on the consolidated balance sheet:

Balance Sheet ClassificationDecember 31, 2019
Lease assets:  
Operating lease ROU assetsOther assets$577
Lease liabilities:  
Operating lease liabilitiesAccrued expenses and other liabilities$650

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.Our banking subsidiaries may engage with external banks in repurchase agreements collateralized by investment securities as another source of short-term liquidity. The Company does not have any finance leaseshad no borrowings outstanding pursuant to such repurchase agreements at December 31, 2021 or 2020.

TDAC maintains secured uncommitted lines of credit, under which TDAC borrows on either a demand or short-term basis and had an immaterial amountpledges client margin securities as collateral. There was $1.9 billion outstanding under the secured uncommitted lines of sublease income for all periods presented.
The components of lease expense are as follows:
Lease Cost (1)
 Year Ended
December 31, 2019
Operating lease cost (2)
 $137
Variable lease cost (3)
 34
(1) Rent expense related to operatingleases was $146 million and $136 million in 2018 and 2017, respectively.
(2) Includes short-term leases, which are immaterial.
(3) Includes payments that are entirely variable and amounts that represent the difference between payments based on an index or rate that would be reflected in the lease liability and what is actually incurred.

The following tables present supplemental lease informationcredit as of December 31, 2019:2021. There were no borrowings outstanding under these secured uncommitted lines of credit as of December 31, 2020. See Note 17 for additional information.
Lease Term and Discount Rate
Weighted-average remaining lease term (years)7.15
Weighted-average discount rate3.42%

TDAC maintains a senior unsecured committed revolving credit facility with an aggregate borrowing capacity of $600 million, which matures in April 2022. Additionally, at December 31, 2020, TDAC maintained an $850 million unsecured committed revolving credit facility which matured in April 2021 and was not renewed. There were no borrowings outstanding under the TDAC senior revolving facilities as of December 31, 2021 or December 31, 2020.


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Maturity of Lease Liabilities
Operating Leases (1)
2020$128
2021115
202293
202384
202479
Thereafter241
Total lease payments740
Less: Interest90
Present value of lease liabilities$650

(1)
Operating lease payments exclude $78 million of legally binding minimum lease payments for leases signed but not yet commenced. These leases will commence between 2020 and 2021 with lease terms of one year to 21 years.


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


14.    Leases
In accordance
The following table details the amounts and locations of operating lease assets and liabilities on the consolidated balance sheet:
December 31,20212020
Lease assets:Balance Sheet Classification
Operating lease ROU assetsOther assets$842 $937 
Lease liabilities:
Operating lease liabilitiesAccrued expenses and other liabilities$932 $1,033 

The Company had immaterial sublease income for the years ended December 31, 2021 and 2020.

The components of lease expense are as follows:
Year Ended December 31,202120202019
Lease Cost
Operating lease cost (1)
$220 $166 $137 
Variable lease cost (2)
48 34 34 
(1) Includes an immaterial amount attributable to short-term leases.
(2) Includes payments that are entirely variable and amounts that represent the difference between payments based on an index or rate that is reflected in the lease liability and what is actually incurred.

The following tables present supplemental operating lease information:
December 31,20212020
Lease Term and Discount Rate
Weighted-average remaining lease term (years)6.637.02
Weighted-average discount rate2.48 %2.86 %

Maturity of Lease Liabilities
Operating Leases (1)
2022$191 
2023185 
2024149 
2025128 
2026103 
Thereafter257 
Total lease payments1,013 
Less: Interest81 
Present value of lease liabilities$932 
(1) Operating lease payments exclude $40 million of legally binding minimum lease payments for leases signed, but not yet commenced. These leases will commence between 2022 and 2023 with lease terms of five years to 15 years.

The Company had finance lease ROU assets included in equipment, office facilities, and property – net of $93 million and finance lease liabilities of $94 million included in long-term debt on the disclosure requirements for our adoption of ASU 2016-02, the Company is presenting the operating leases commitment tableconsolidated balance sheet as of December 31, 2018. The following table is unchanged from the disclosure in Note 14 in the 2018 Form 10-K:2021. Finance leases were immaterial as of December 31, 2020.
 Operating
Leases
SubleasesNet
2019$131
$4
$127
2020125
4
121
2021101
4
97
202279
2
77
202372
1
71
Thereafter282

282
Total$790
$15
$775



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14.Commitments and Contingencies


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

15.    Commitments and Contingencies

Loan Portfolio: CSB provides a co-branded loan origination program for CSB clients (the Program) with Rocket Mortgage, LLC (Rocket Mortgage®), formerly known as Quicken Loans, Inc. (Quicken Loans®).LLC. Pursuant to the Program, Quicken LoansRocket Mortgage originates and services First Mortgages and HELOCs for CSB clients. Under the Program, CSB purchases certain First Mortgages and HELOCs that are originated by Quicken Loans.Rocket Mortgage. CSB purchased First Mortgages of $4.4$14.0 billion and $2.1$8.7 billion during 20192021 and 2018,2020, respectively. CSB purchased HELOCs with commitments of $242$418 million and $395$458 million during 20192021 and 2018,2020, respectively.

The Company’s commitments to extend credit on bank lines of credit and to purchase First Mortgages are as follows:
December 31,20212020
Commitments to extend credit related to unused HELOCs, PALs, and other lines of credit$6,193 $8,141 
Commitments to purchase First Mortgage loans1,824 1,917 
Total$8,017 $10,058 
December 31,20192018
Commitments to extend credit related to unused HELOCs, PALs, and other lines of credit$10,753
$11,046
Commitments to purchase First Mortgage loans1,521
268
Total$12,274
$11,314


In the last six months of 2019, volume in new and refinanced First Mortgages increased as a result of lower interest rates and enhancements to customer incentives, leading to additional purchases during the last six months of 2019 and an increase in commitments to purchase First Mortgages as of December 31, 2019.

Purchase obligations: Schwab has purchase obligations for services such as advertising and marketing, telecommunications, professional services, and hardware- and software-related agreements. As of December 31, 2019, the Company has purchase obligations as follows:
2020 (1)
$2,061
2021135
202290
202323
202423
Thereafter44
Total$2,376

(1) Includes $1.8 billion for the planned acquisition of USAA-IMCO assets discussed below; other costs related to the USAA-IMCO acquisition are excluded. The table above excludes the planned all-stock acquisition of TD Ameritrade and any expenses related to the acquisition.

Guarantees and indemnifications: Schwab has clients that sell (i.e., write) listed option contracts that are cleared by the Options Clearing Corporation – a clearing house that establishes margin requirements on these transactions. We partially satisfy the margin requirements by arranging unsecured standby LOCs, in favor of the Options Clearing Corporation, which are issued by several banks. At December 31, 2019,2021, the aggregate face amount of these LOCs totaled $20$15 million. There were 0no funds drawn under any of these LOCs at December 31, 2019.2021. In connection with its securities lending activities,

THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Schwab is required to provide collateral to certain brokerage clients. The Company satisfies the collateral requirements by providing cash as collateral.

SchwabThe Company also provides guarantees to securities clearing houses and exchanges under standard membership agreements, which require members to guarantee the performance of other members. Under the agreements, if another member becomes unable to satisfy its obligations to the clearing houses and exchanges, other members would be required to meet shortfalls. Schwab’sThe Company’s liability under these arrangements is not quantifiable and may exceed the cash and securitiesamounts it has posted as collateral. At December 31, 2019, amounts posted as collateral with such clearing housesThe Company also engages third-party firms to clear clients’ futures and exchanges included $167 million of U.S. Treasury securities, which are included in other assetsoptions on futures transactions and to facilitate clients’ foreign exchange trading, and has agreed to indemnify these firms for losses that they may incur from the consolidated balance sheet.client transactions introduced to them by the Company. The potential requirement for the Company to make payments under these arrangements is remote. Accordingly, no liability has been recognized for these guarantees.

AcquisitionIDA agreement: The Company’s IDA agreement with the TD Depository Institutions became effective on October 6, 2020. The IDA agreement creates responsibilities of the Company and certain contingent obligations. Pursuant to the IDA agreement, uninvested cash within eligible brokerage client accounts is swept off-balance sheet to deposit accounts at the TD Ameritrade: On November 25, 2019, CSC announced a definitive agreementDepository Institutions. Schwab provides recordkeeping and support services to acquirethe TD Ameritrade inDepository Institutions with respect to the deposit accounts for which Schwab receives an all-stock transaction. At the time of announcement, TD Ameritrade had approximately 12000000 brokerage accounts and $1.3 trillion in total client assets. Under the agreement, TD Ameritrade stockholders will receive 1.0837 CSC shares for each TD Ameritrade share. Based on the closing price of CSC common stock on November 20, 2019, the merger consideration represented approximately $26 billion. The transaction is expected to closeaggregate monthly fee. Though unlikely, in the second half of 2020, subjectevent the sweep arrangement fee computation were to satisfaction of closing conditions. Under certain circumstances, CSC or TD Ameritrade couldresult in a negative amount in any given month, Schwab would be required to pay the other party a termination feeTD Depository Institutions.

The IDA agreement also provides that, as of $950 million or reimburseJuly 1, 2021, Schwab has the other party’s feesoption to migrate up to $10 billion of IDA balances every 12 months to Schwab’s balance sheet, subject to certain limitations and adjustments. The Company��s ability to migrate these balances to its balance sheet is dependent upon multiple factors including having sufficient capital levels to sustain these incremental deposits and certain binding limitations specified in the IDA agreement, including the requirement that Schwab can only move IDA balances designated as floating-rate obligations. In addition, Schwab also must maintain a minimum $50 million.billion IDA balance through June 2031, and at least 80% of the IDA balances must be designated as fixed-rate obligations through June 2026.


AcquisitionThe total ending IDA balance was $147.2 billion as of USAA-IMCO: On July 25, 2019,December 31, 2021, and $154.1 billion as of December 31, 2020. Were IDA balances to decline below the required IDA balance minimum, Schwab could be required to direct additional sweep cash from its balance sheet to the IDA program. Through December 31, 2021, Schwab had moved $10.1 billion of IDA balances to its balance sheet, which included uninsured balances and certain international account balances. Subsequent to December 31, 2021, the Company announced a definitive agreementmoved approximately $10 billion of additional IDA balances to acquire assets of USAA-IMCO, including over 1000000 brokerage and managed portfolio accounts with approximately $90 billionits balance sheet.

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in client assets at the time of announcement, for $1.8 billion in cash. The companies have also agreed to enter into a long-term referral agreement, effective at closing of the acquisition, that would make Schwab the exclusive wealth management and brokerage provider for USAA members. The transaction is expected to close in mid-2020, subject to satisfaction of closing conditions, including regulatory approvals and the implementation of conversion plans.Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Legal contingencies: Schwab is subject to claims and lawsuits in the ordinary course of business, including arbitrations, class actions and other litigation, some of which include claims for substantial or unspecified damages. The Company is also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies.

Predicting the outcome of a litigation or regulatory matter is inherently difficult, requiring significant judgment and evaluation of various factors, including the procedural status of the matter and any recent developments; prior experience and the experience of others in similar cases; available defenses, including potential opportunities to dispose of a case on the merits or procedural grounds before trial (e.g., motions to dismiss or for summary judgment); the progress of fact discovery; the opinions of counsel and experts regarding potential damages; and potential opportunities for settlement and the status of any settlement discussions. It may not be reasonably possible to estimate a range of potential liability until the matter is closer to resolution – pending, for example, further proceedings, the outcome of key motions or appeals, or discussions among the parties. Numerous issues may have to be developed, such as discovery of important factual matters and determination of threshold legal issues, which may include novel or unsettled questions of law. Reserves are established or adjusted or further disclosure and estimates of potential loss are provided as the matter progresses and more information becomes available.

Schwab believes it has strong defenses in all significant matters currently pending and is contesting liability and any damages claimed. Nevertheless, some of these matters may result in adverse judgments or awards, including penalties, injunctions or other relief, and the Company may also determine to settle a matter because of the uncertainty and risks of litigation. Described below is a matterare matters in which there is a reasonable possibility that a material loss could be incurred or where the matter may otherwise be of significant interest to stockholders. Unless otherwise noted, the Company is unable to provide a reasonable estimate of any potential liability given the stage of proceedings in the matter. With respect to all other pending matters, based on current information and consultation with counsel, it does not appear reasonably possible that the outcome of any such matter would be material to the financial condition, operating results, or cash flows of the Company.

Schwab Intelligent Portfolios® SEC Investigation: As disclosed on July 1, 2021, the Company has been responding to an enforcement investigation by the SEC arising from a compliance examination and concerning historic disclosures related to the Schwab Intelligent Portfolios digital advisory solution. In connection with a tentative agreement reached with SEC staff to resolve the matter, financial results for 2021 included a liability and related non-deductible charge of approximately $200 million. Completion of any settlement is always contingent on a vote of the Commission. The Company continues to cooperate with SEC staff with the goal of fully resolving the matter.

TD Ameritrade Acquisition Litigation: As disclosed previously, Schwab and TD Ameritrade have been responding to a lawsuit challenging the acquisition which was filed on May 12, 2020 in the Delaware Court of Chancery (Hawkes v. Bettino et al.) on behalf of a proposed class of TD Ameritrade’s stockholders, excluding, among others, TD Bank. The initial complaint named as defendants each member of the TD Ameritrade board of directors at the time the acquisition was approved, as well as TD Bank and Schwab. On June 11, 2020, plaintiff dismissed a claim that had sought to enjoin voting on or consummation of the acquisition. On February 5, 2021, plaintiff filed an amended complaint naming an officer and certain directors of TD Ameritrade at the time the acquisition was approved, as well as TD Bank, certain TD Bank related entities, and Schwab. The amended complaint asserts separate claims for breach of fiduciary duty by the TD Ameritrade officer, certain members of the TD Ameritrade board and TD Bank, and against Schwab for aiding and abetting such breaches, the allegation being that the amendment of the Insured Deposit Account Agreement TD Bank negotiated directly with Schwab allowed TD Bank to divert merger consideration from TD Ameritrade’s minority public stockholders. Plaintiff seeks to recover monetary damages, costs and attorneys’ fees. Schwab and the other defendants consider the allegations to be entirely without merit and on April 29, 2021, filed motions to dismiss the remaining claims in the lawsuit.

Crago Order Routing Litigation: On July 13, 2016, a securities class action lawsuit was filed in the U.S. District Court for the Northern District of California on behalf of a putative class of customers executing equity orders through CS&Co. The lawsuit names CS&Co and CSC as defendants and alleges that an agreement under which CS&Co routed orders to UBS Securities LLC between July 13, 2011 and December 31, 2014 violated CS&Co’s duty to seek best execution. Plaintiffs seek

THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


unspecified damages, interest, injunctive and equitable relief, and attorneys’ fees and costs. Defendants consider the allegations to be entirely without merit and have been vigorously contesting the lawsuit. After a first amended complaint was dismissed with leave to amend, plaintiffs filed a second amended complaint on August 14, 2017. Defendants again moved to dismiss, and in a decision issued December 5, 2017, the court denied the motion. Plaintiffs filed a motion for class certification on April 30, 2021, and in a decision on October 27, 2021, the court denied the motion and held that certification of a class action is inappropriate. Plantiffs sought review of the order denying class certification by the Ninth Circuit Court of Appeals, which was denied, and on February 3, 2022, plantiffs filed a motion for reconsideration of that denial, which is pending.
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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

Ford Order Routing Litigation: On September 15, 2014, TDA Holding, TD Ameritrade, Inc. and its former CEO, Frederick J. Tomczyk, were sued in the U.S. District Court for the District of Nebraska on behalf of a putative class of TD Ameritrade, Inc. clients alleging that defendants failed to seek best execution and made misrepresentations and omissions regarding its order routing practices. Plaintiffs seek unspecified damages and injunctive and other relief. Defendants consider the allegations to be entirely without merit and have answered the complaint to deny all allegations, and arebeen vigorously contesting the lawsuit. On September 14, 2018, the District Court granted plaintiff’s motion for class certification, and defendants petitioned for an immediate appeal of the District Court’s class certification decision. On April 23, 2021, the U.S. Court of Appeals, 8th Circuit, issued a decision reversing the District Court’s certification of a class and remanding the case back to the District Court for further proceedings. Plaintiffs have renewed their motion for class certification with the District Court, and a motion by defendants to compel the case to arbitration was denied by the District Court as premature.


15.Financial Instruments Subject to Off-Balance Sheet Credit Risk
16.    Exit and Other Related Liabilities

As a result of the significant growth seen beginning in late 2020 and early 2021 across key client volume metrics, including the number of active brokerage accounts, clients’ daily average trades, and peak daily trades, the Company determined in 2021 to increase the scope of technology work related to the integration of TD Ameritrade. In 2021, we commenced greater technology build-out to support the expanded volumes of our combined client base. Based on our current integration plans and expanded scope of technology work, the Company continues to expect to complete client conversion within 30 to 36 months from the October 6, 2020 acquisition date.

To achieve our integration objectives, the Company expects to recognize significant additional acquisition and integration-related costs and capital expenditures throughout the integration process. Such acquisition and integration-related costs have included, and are expected to continue to include, professional fees, such as legal, advisory, and accounting fees, compensation and benefits expenses for employees and contractors involved in the integration work, and costs for technology enhancements.

The Company’s acquisition and integration-related spending also includes exit and other related costs, which are primarily comprised of employee compensation and benefits such as severance pay, other termination benefits, and retention costs, as well as costs related to facility closures such as accelerated amortization and depreciation or impairments of assets in those locations. Exit and other related costs are a component of the Company’s overall acquisition and integration-related spending, and support the Company’s ability to achieve integration objectives including expected synergies.

Our estimates of the nature, amounts, and timing of recognition of acquisition and integration-related costs remain subject to change based on a number of factors, including the expected duration and complexity of the integration process and the continued uncertainty of the current economic environment. More specifically, factors that could cause variability in our expected acquisition and integration-related costs include the level of employee attrition, workforce redeployment from eliminated positions into open roles, changes in the levels of client activity, as well as increased real estate-related exit cost variability due to the effects of the COVID-19 pandemic including changes in remote working trends.

Inclusive of costs recognized through December 31, 2021, Schwab currently expects to incur total exit and other related costs for the integration of TD Ameritrade ranging from $650 million to $1 billion, consisting of employee compensation and benefits, facility exit costs, and certain other costs. During the years ended December 31, 2021 and 2020, the Company recognized $108 million and $186 million for acquisition-related exit costs, respectively. The Company expects the remaining exit and other related costs will be incurred and charged to expense over the next 21 to 33 months; some costs are expected to be incurred after client conversion. In addition to ASC 420 Exit or Disposal Cost Obligations, certain of the costs associated with these activities are accounted for in accordance with ASC 360 Property, Plant and Equipment, ASC 712 Compensation Nonretirement Post Employment Benefits, ASC 718 Compensation Stock Compensation, and ASC 842 Leases.


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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

The following is a summary of the activity in the Company’s exit and other related liabilities for the years ended December 31, 2021 and 2020:
Investor Services
Employee Compensation and Benefits
Advisor Services
Employee Compensation and Benefits
Total
Balance at December 31, 2019$— $— $— 
Exit and other related liabilities assumed in business acquisition18 23 
Amounts recognized in expense (1)
138 38 176 
Costs paid or otherwise settled(70)(19)(89)
Balance at December 31, 2020 (2)
$86 $24 $110 
Amounts recognized in expense (1)
66 17 83 
Costs paid or otherwise settled(124)(34)(158)
Balance at December 31, 2021 (2)
$28 $$35 
(1) Amounts recognized in expense for severance pay and other termination benefits, as well as retention costs, are primarily included in compensation and benefits on the consolidated statements of income. The year ended December 31, 2021 includes a reduction of the liability resulting from changes in estimates of $9 million and $2 million in Investor Services and Advisor Services, respectively.
(2) Included in accrued and expenses and other liabilities on the consolidated balance sheets.

The following table summarizes the exit and other related costs recognized in expense for the year ended December 31, 2021:
Investor ServicesAdvisor Services
Employee
Compensation
and Benefits
Facility Exit Costs (1)
Investor Services TotalEmployee
Compensation
and Benefits
Facility Exit Costs (1)
Advisor Services TotalTotal
Compensation and benefits$66 $— $66 $17 $— $17 $83 
Occupancy and equipment 18 18 — 22 
Professional services    
Other    
Total$66 $21 $87 $17 $$21 $108 
(1) Costs related to facility closures. These costs, which are primarily comprised of accelerated amortization of ROU assets, relate to the impact of abandoning leased and other properties.

The following table summarizes the exit and other related costs recognized in expense for the year ended December 31, 2020:
Investor ServicesAdvisor Services
Employee
Compensation
and Benefits
Facility Exit Costs (1)
Investor Services TotalEmployee
Compensation
and Benefits
Facility Exit Costs (1)
Advisor Services TotalTotal
Compensation and benefits$138 $— $138 $38 $— $38 $176 
Occupancy and equipment — 
Depreciation and amortization — 
Total$138 $$146 $38 $$40 $186 
(1) Costs related to facility closures. These costs, which are comprised of accelerated amortization of ROU assets and accelerated depreciation of fixed assets, relate to the impact of abandoning leased and other properties.


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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

The following table summarizes the exit and other related costs incurred from October 6, 2020 through December 31, 2021:
Investor ServicesAdvisor Services
Employee
Compensation
and Benefits
Facility Exit Costs (1)
Investor Services TotalEmployee
Compensation
and Benefits
Facility Exit Costs (1)
Advisor Services TotalTotal
Compensation and benefits$204 $— $204 $55 $— $55 $259 
Occupancy and equipment— 24 24 — 29 
Depreciation and amortization— — 
Professional services— — — — 
Other— — — — 
Total$204 $29 $233 $55 $$61 $294 
(1) Costs related to facility closures. These costs, which are primarily comprised of accelerated amortization of ROU assets and accelerated depreciation of fixed assets, relate to the impact of abandoning leased and other properties.


17.    Financial Instruments Subject to Off-Balance Sheet Credit Risk

Resale agreements: Schwab enters into collateralized resale agreements principally with other broker-dealers, which could result in losses in the event the counterparty fails to purchase the securities held as collateral for the cash advanced and the fair value of the securities declines. To mitigate this risk, Schwab requires that the counterparty deliver securities to a custodian, to be held as collateral, with a fair value at or in excess of the resale price. Schwab also sets standards for the credit quality of the counterparty, monitors the fair value of the underlying securities as compared to the related receivable, including accrued interest, and requires additional collateral where deemed appropriate. The collateral provided under these resale agreements is utilized to meet obligations under broker-dealer client protection rules, which place limitations on our ability to access such segregated securities. For Schwab to repledge or sell this collateral, we would be required to deposit cash and/or securities of an equal amount into our segregated reserve bank accounts in order to meet our segregated cash and investment requirement. Schwab’s resale agreements areas of December 31, 2021 and 2020 were not subject to master netting arrangements.

Securities lending: Schwab loans brokerage client securities temporarily to other brokers and clearing houses in connection with its securities lending activities and receives cash as collateral for the securities loaned. Increases in security prices may cause the fair value of the securities loaned to exceed the amount of cash received as collateral. In the event the counterparty to these transactions does not return the loaned securities or provide additional cash collateral, we may be exposed to the risk of acquiring the securities at prevailing market prices in order to satisfy our client obligations. Schwab mitigates this risk by requiring credit approvals for counterparties, monitoring the fair value of securities loaned, and requiring additional cash as collateral when necessary. In addition, most of our securities lending transactions are through a program with a clearing organization, which guarantees the return of cash to us. We also borrow securities from other broker-dealers to fulfill short sales by brokerage clients and deliver cash to the lender in exchange for the securities. The fair value of these borrowed securities was $719$566 million and $99$852 million at December 31, 20192021 and 2018,2020, respectively. Most of our securities lending transactions are through a program with a clearing organization, which guarantees the return of cash to us. Our securities lending transactions are subject to enforceable master netting arrangements with other broker-dealers; however, we do not net securities lending transactions. Therefore, the securities loaned and securities borrowed are presented gross in the consolidated balance sheets.

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


The following table presents information about our resale agreements, and securities lending, and other activity depicting the potential effect of rights of setoff between these recognized assets and recognized liabilities.

Gross
Assets/
Liabilities
Gross Amounts Offset in the Consolidated
Balance Sheets
Net Amounts Presented in the Consolidated
Balance Sheets
Gross Amounts Not Offset in the
Consolidated Balance Sheets
Net
Amount
 Gross
Assets/
Liabilities
 Gross Amounts Offset in the Consolidated
Balance Sheets
 Net Amounts Presented in the Consolidated
Balance Sheets
 Gross Amounts Not Offset in the
Consolidated Balance Sheets
 Net
Amount
Counterparty
Offsetting
Collateral
December 31, 2021      
AssetsAssets      
Resale agreements (1)
Resale agreements (1)
$13,096 $— $13,096 $— $(13,096)(2)$— 
Securities borrowed (3)
Securities borrowed (3)
582 — 582 (383)(195)
TotalTotal$13,678 $— $13,678 $(383)$(13,291)$
LiabilitiesLiabilities      
Securities loaned (4,5)
Securities loaned (4,5)
$7,158 $— $7,158 $(383)$(6,015)$760 
Secured short-term borrowings (6)
Secured short-term borrowings (6)
1,850 — 1,850 — (1,850)— 
TotalTotal$9,008 $— $9,008 $(383)$(7,865)$760 
Gross
Assets/
Liabilities
 Gross Amounts Offset in the Consolidated
Balance Sheets
 Net Amounts Presented in the Consolidated
Balance Sheets
 Counterparty
Offsetting
 Collateral Net
Amount
      
     
December 31, 2020December 31, 2020      
Assets            Assets      
Resale agreements (1)
 $9,028
 $
 $9,028
 $
 $(9,028)
(2) 
 $
Resale agreements (1)
$14,904 $— $14,904 $— $(14,904)(2)$— 
Securities borrowed (3)
 735
 
 735
 (730) (5) 
Securities borrowed (3)
873 — 873 (673)(195)
Total $9,763
 $
 $9,763
 $(730) $(9,033) $
Total$15,777 $— $15,777 $(673)$(15,099)$
Liabilities            Liabilities      
Securities loaned (4,5)
 $1,251
 $
 $1,251
 $(730) $(445) $76
Securities loaned (4,5)
$7,549 $— $7,549 $(673)$(6,049)$827 
Total $1,251
 $
 $1,251
 $(730) $(445) $76
Total$7,549 $— $7,549 $(673)$(6,049)$827 
            
December 31, 2018            
Assets            
Resale agreements (1)
 $7,195
 $
 $7,195
 $
 $(7,195)
(2) 
 $
Securities borrowed (3)
 101
 
 101
 (98) (3) 
Total $7,296
 $
 $7,296
 $(98) $(7,198) $
Liabilities            
Securities loaned (4,5)
 $1,184
 $
 $1,184
 $(98) $(975) $111
Total $1,184
 $
 $1,184
 $(98) $(975) $111
(1) Included in cash and investments segregated and on deposit for regulatory purposes in the consolidated balance sheets.
(2) Actual collateral was greater than or equal to 102%the value of the related assets. At December 31, 20192021 and 2018,2020, the fair value of collateral received in connection with resale agreements that are available to be repledged or sold was $9.2$13.4 billion and $7.4$15.2 billion, respectively.
(3) Included in other assets in the consolidated balance sheets.
(4) Included in accrued expenses and other liabilities in the consolidated balance sheets. The cash collateral received from counterparties under securities lending transactions was equal to or greater than the market value of the securities loaned at December 31, 20192021 and 2018.2020.
(5) Securities loaned are predominantly comprised of equity securities held in client brokerage accounts with overnight and continuous remaining contractual maturities.
(6) Included in short-term borrowings in the consolidated balance sheets. See below for collateral pledged and Note 13 for additional information.

Client trade settlement: Schwab is obligated to settle transactions with brokers and other financial institutions even if our clients fail to meet their obligations to us. Clients are required to complete their transactions on settlement date, generally two business days after the trade date. If clients do not fulfill their contractual obligations, we may incur losses. We have established procedures to reduce this risk by requiring deposits from clients in excess of amounts prescribed by regulatory requirements for certain types of trades, and therefore the potential to make payments under these client transactions is remote. Accordingly, no liability has been recognized for these transactions.

- 100 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Margin lending: Clients with margin loans have agreed to allow Schwab to pledge collateralized securities in their brokerage accounts in accordance with federal regulations. The following table summarizes the fair value of client securities that were available, under such regulations, that could have been used as collateral, as well as the fair value of securities that we had pledged to third parties under such regulations and from securities borrowed transactions:
December 31,20192018December 31,20212020
Fair value of client securities available to be pledged$26,685
$26,628
Fair value of client securities available to be pledged$120,306 $84,006 
Fair value of securities pledged for: Fair value of securities pledged for: 
Fulfillment of requirements with the Options Clearing Corporation (1)
$2,171
$2,315
Fulfillment of requirements with the Options Clearing Corporation (1)
$16,829 $10,222 
Fulfillment of client short sales2,293
1,292
Fulfillment of client short sales5,934 6,274 
Securities lending to other broker-dealers1,017
974
Securities lending to other broker-dealers6,269 6,522 
Total collateral pledged$5,481
$4,581
Collateral for short-term borrowingsCollateral for short-term borrowings2,390 — 
Total collateral pledged to third partiesTotal collateral pledged to third parties$31,422 $23,018 
Note: Excludes amounts available and pledged for securities lending from fully-paid client securities. The fair value of fully-paid client securities available and pledged was $142$118 million as of December 31, 20192021 and $97$183 million as of December 31, 2018.
(1)
Securities pledged to fulfill client margin requirements for open option contracts established with the Options Clearing Corporation.

2020.
(1)     Securities pledged to fulfill client margin requirements for open option contracts established with the Options Clearing Corporation.

- 101 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


16.18.    Fair Values of Assets and Liabilities

For a description of the fair value hierarchy and Schwab’s fair value methodologies, including the use of independent third-party pricing services, see Note 2. The Company did not adjust prices received from the primary independent third-party pricing service at December 31, 20192021 or 2018.2020.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis. Liabilities recorded at fair value were not material, and therefore are not included in the following tables:basis:
December 31, 2021Level 1Level 2Level 3Balance at
Fair Value
Cash equivalents:
Money market funds$11,719 $— $— $11,719 
Total cash equivalents11,719 — — 11,719 
Investments segregated and on deposit for regulatory purposes:
Certificates of deposit— 350 — 350 
U.S. Government securities— 36,349 — 36,349 
Total investments segregated and on deposit for regulatory purposes— 36,699 — 36,699 
Available for sale securities:
U.S. agency mortgage-backed securities— 334,355 — 334,355 
U.S. Treasury securities— 21,282 — 21,282 
Asset-backed securities— 17,546 — 17,546 
Corporate debt securities— 12,344 — 12,344 
U.S. state and municipal securities— 1,687 — 1,687 
Non-agency commercial mortgage-backed securities— 1,190 — 1,190 
Certificates of deposit— 999 — 999 
Foreign government agency securities— 425 — 425 
Commercial paper— 200 — 200 
Other— 26 — 26 
Total available for sale securities— 390,054 — 390,054 
Other assets:
Equity, corporate debt, and other securities854 59 — 913 
Mutual funds and ETFs636 — — 636 
State and municipal debt obligations— 32 — 32 
U.S. Government securities— — 
Total other assets1,490 94 — 1,584 
Total assets$13,209 $426,847 $— $440,056 
Accrued expenses and other liabilities$1,354 $45 $— $1,399 
Total liabilities$1,354 $45 $— $1,399 
- 102 -
December 31, 2019Level 1Level 2Level 3Balance at
Fair Value
Cash equivalents:    
Money market funds$5,179
$
$
$5,179
Commercial paper
2,498

2,498
Total cash equivalents5,179
2,498

7,677
Investments segregated and on deposit for regulatory purposes:    
Certificates of deposit
1,351

1,351
U.S. Government securities
7,276

7,276
Total investments segregated and on deposit for regulatory purposes
8,627

8,627
Available for sale securities:    
U.S. agency mortgage-backed securities
46,155

46,155
Corporate debt securities
5,484

5,484
Asset-backed securities
4,987

4,987
U.S. Treasury securities
3,384

3,384
Certificates of deposit
1,004

1,004
Commercial paper
395

395
Non-agency commercial mortgage-backed securities
13

13
Total available for sale securities
61,422

61,422
Other assets:    
Equity and bond mutual funds442


442
U.S. Government securities
202

202
State and municipal debt obligations
47

47
Equity, corporate debt, and other securities5
22

27
Total other assets447
271

718
Total$5,626
$72,818
$
$78,444



THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


December 31, 2018Level 1Level 2Level 3Balance at
Fair Value
Cash equivalents:    
Money market funds$3,429
$
$
$3,429
Commercial paper
4,863

4,863
Total cash equivalents3,429
4,863

8,292
Investments segregated and on deposit for regulatory purposes:    
Certificates of deposit
1,396

1,396
U.S. Government securities
3,275

3,275
Total investments segregated and on deposit for regulatory purposes
4,671

4,671
Available for sale securities:    
U.S. agency mortgage-backed securities
25,556

25,556
U.S. Treasury securities
18,302

18,302
Asset-backed securities
10,085

10,085
Corporate debt securities
7,467

7,467
Certificates of deposit
3,685

3,685
U.S. agency notes
898

898
Commercial paper
522

522
Foreign government agency securities
49

49
Non-agency commercial mortgage-backed securities
14

14
Total available for sale securities
66,578

66,578
Other assets:    
Equity and bond mutual funds441


441
U.S. Government securities
1

1
State and municipal debt obligations
39

39
Equity, corporate debt, and other securities3
29

32
Schwab Funds® money market funds
26


26
Total other assets470
69

539
Total$3,899
$76,181
$
$80,080

December 31, 2020Level 1Level 2Level 3Balance at
Fair Value
Cash equivalents:
Money market funds$11,159 $— $— $11,159 
Total cash equivalents11,159 — — 11,159 
Investments segregated and on deposit for regulatory purposes:
Certificates of deposit— 550 — 550 
U.S. Government securities— 30,698 — 30,698 
Total investments segregated and on deposit for regulatory purposes— 31,248 — 31,248 
Available for sale securities:
U.S. agency mortgage-backed securities— 290,353 — 290,353 
Asset-backed securities— 18,898 — 18,898 
Corporate debt securities— 12,796 — 12,796 
U.S. Treasury securities— 10,656 — 10,656 
U.S. state and municipal securities— 1,697 — 1,697 
Foreign government agency securities— 1,413 — 1,413 
Non-agency commercial mortgage-backed securities— 1,265 — 1,265 
Certificates of deposit— 300 — 300 
Other— 22 — 22 
Total available for sale securities— 337,400 — 337,400 
Other assets:
Mutual funds and ETFs361 — — 361 
U.S. Government securities— 253 — 253 
State and municipal debt obligations— 37 — 37 
Equity, corporate debt, and other securities29 — 36 
Total other assets368 319 — 687 
Total$11,527 $368,967 $— $380,494 
 
- 103 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Fair Value of Other Financial Instruments

The following tables present the fair value hierarchy for other financial instruments:
December 31, 2021Carrying
Amount
Level 1Level 2Level 3Balance at
Fair Value
Assets
Cash and cash equivalents$51,256 $51,256 $— $— $51,256 
Cash and investments segregated and on deposit for regulatory purposes17,246 4,151 13,095 — 17,246 
Receivables from brokerage clients — net90,560 — 90,560 — 90,560 
Bank loans — net:
First Mortgages21,077 — 21,027 — 21,027 
HELOCs646 — 668 — 668 
Pledged asset lines12,709 — 12,709 — 12,709 
Other204 — 204 — 204 
Total bank loans — net34,636 — 34,608 — 34,608 
Other assets3,561 — 3,561 — 3,561 
Liabilities
Bank deposits$443,778 $— $443,778 $— $443,778 
Payables to brokerage clients125,671 — 125,671 — 125,671 
Accrued expenses and other liabilities8,327 — 8,327 — 8,327 
Short-term borrowings4,855 — 4,855 — 4,855 
Long-term debt18,820 — 19,383 — 19,383 
December 31, 2019Carrying
Amount
Level 1Level 2Level 3Balance at
Fair Value
Assets     
Cash and cash equivalents$21,668
$21,668
$
$
$21,668
Cash and investments segregated and on deposit for regulatory purposes11,807
2,792
9,015

11,807
Receivables from brokerage clients — net21,763

21,763

21,763
Held to maturity securities:     
U.S. agency mortgage-backed securities109,325

110,566

110,566
Asset-backed securities17,806

17,771

17,771
Corporate debt securities4,661

4,718

4,718
U.S. state and municipal securities1,301

1,404

1,404
Non-agency commercial mortgage-backed securities1,119

1,141

1,141
U.S. Treasury securities223

228

228
Certificates of deposit200

200

200
Foreign government agency securities50

50

50
Other21

21

21
Total held to maturity securities134,706

136,099

136,099
Bank loans — net:     
First Mortgages11,693

11,639

11,639
HELOCs1,113

1,153

1,153
Pledged asset lines5,206

5,206

5,206
Other200

200

200
Total bank loans — net18,212

18,198

18,198
Other assets1,014

1,014

1,014
Liabilities     
Bank deposits$220,094
$
$220,094
$
$220,094
Payables to brokerage clients39,220

39,220

39,220
Accrued expenses and other liabilities1,882

1,882

1,882
Long-term debt7,430

7,775

7,775


December 31, 2020Carrying
Amount
Level 1Level 2Level 3Balance at
Fair Value
Assets
Cash and cash equivalents$29,189 $29,189 $— $— $29,189 
Cash and investments segregated and on deposit for regulatory purposes19,143 4,212 14,931 — 19,143 
Receivables from brokerage clients — net64,436 — 64,436 — 64,436 
Bank loans — net:
First Mortgages14,882 — 15,305 — 15,305 
HELOCs837 — 838 — 838 
Pledged asset lines7,916 — 7,916 — 7,916 
Other178 — 178 — 178 
Total bank loans — net23,813 — 24,237 — 24,237 
Other assets2,883 — 2,883 — 2,883 
Liabilities
Bank deposits$358,022 $— $358,022 $— $358,022 
Payables to brokerage clients104,201 — 104,201 — 104,201 
Accrued expenses and other liabilities8,263 — 8,263 — 8,263 
Long-term debt13,626 — 14,829 — 14,829 


- 104 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


19.    Stockholders’ Equity
December 31, 2018Carrying
Amount
Level 1Level 2Level 3Balance at
Fair Value
Assets     
Cash and cash equivalents$19,646
$
$19,646
$
$19,646
Cash and investments segregated and on deposit for regulatory purposes8,886

8,886

8,886
Receivables from brokerage clients — net21,641

21,641

21,641
Held to maturity securities:     
U.S. agency mortgage-backed securities118,064

116,093

116,093
Asset-backed securities18,502

18,546

18,546
Corporate debt securities4,477

4,432

4,432
U.S. state and municipal securities1,327

1,348

1,348
Non-agency commercial mortgage-backed securities1,156

1,142

1,142
U.S. Treasury securities223

217

217
Certificates of deposit200

201

201
Foreign government agency securities50

49

49
Other10

10

10
Total held to maturity securities144,009

142,038

142,038
Bank loans — net:     
First Mortgages10,370

10,193

10,193
HELOCs1,500

1,583

1,583
Pledged asset lines4,561

4,561

4,561
Other178

178

178
Total bank loans — net16,609

16,515

16,515
Other assets1,013

1,013

1,013
Liabilities     
Bank deposits$231,423
$
$231,423
$
$231,423
Payables to brokerage clients32,726

32,726

32,726
Accrued expenses and other liabilities3,201

3,201

3,201
Long-term debt6,878

6,827

6,827


Except in connection with the 2020 acquisition of TD Ameritrade as described below, CSC did not issue shares of common stock through external offerings during the years ended December 31, 2021, 2020 or 2019.

On October 6, 2020, the Company completed its acquisition of TD Ameritrade. In conjunction with the acquisition, the Company issued shares of CSC common stock and a new, nonvoting class of CSC common stock. Immediately prior to the acquisition, on October 6, 2020, the Company amended its certificate of incorporation to create the nonvoting class of common stock with 300 million shares authorized for issuance and to increase the number of authorized shares of capital stock by the same amount. Each share of nonvoting common stock has identical rights to common stock, including liquidation and dividend rights, except that holders of nonvoting common stock have no voting rights other than over matters that significantly and adversely affect the rights or preferences of the nonvoting common stock, or as required by applicable law. Holders of nonvoting common stock are restricted from transferring shares except for permitted inside or outside transfers, as defined in the certificate of incorporation. Shares of nonvoting stock transferred in a permitted outside transfer are automatically converted to shares of common stock.

Pursuant to the Merger Agreement, CSC issued approximately 177 million shares of common stock and approximately 77 million shares of nonvoting common stock to TD Bank and its affiliates on October 6, 2020. Those shares of common stock and nonvoting common stock were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act. Following this issuance, TD Bank exchanged an aggregate of approximately 2 million shares of CSC common stock for an equal number of shares of CSC nonvoting common stock and held approximately 79 million shares of nonvoting common stock as of December 31, 2021. TD Bank and its affiliates are not permitted to own more than 9.9% of CSC common stock. This limit is interpreted in accordance with the applicable rules of the Federal Reserve and includes shares of CSC common stock deemed to be beneficially owned directly or indirectly by TD Bank and its affiliates.

On June 1, 2021, the Company redeemed all of the 600,000 outstanding shares of its 6.00% non-cumulative perpetual preferred stock, Series C, and the corresponding 24,000,000 depositary shares, each representing a 1/40th interest in a share of the Series C Preferred Stock. The depositary shares were redeemed at a redemption price of $25 per depositary share for a total of $600 million.

On March 30, 2021, the Company issued and sold 24,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 4.450% fixed-rate non-cumulative perpetual preferred stock, Series J, $.01 par value, with a liquidation preference of $1,000 per share (equivalent of $25 per Depositary Share). The net proceeds of the offering were $584 million, after deducting the underwriting discount and offering expenses.

On March 18, 2021, the Company issued and sold 2,250,000 depositary shares, each representing a 1/100th ownership interest in a share of 4.000% fixed-rate reset non-cumulative perpetual preferred stock, Series I, $.01 par value per share, with a liquidation preference of $100,000 per share (equivalent of $1,000 per Depositary Share). The net proceeds of the offering were $2.2 billion, after deducting the underwriting discount and offering expenses.

On December 11, 2020, the Company issued and sold 2,500,000 depositary shares, each representing a 1/100th ownership interest in a share of 4.000% fixed-rate reset non-cumulative perpetual preferred stock, Series H, $.01 par value per share, with a liquidation preference of $100,000 per share (equivalent of $1,000 per Depositary Share). The net proceeds of the offering were approximately $2.47 billion, after deducting the underwriting discount and offering expenses.

On April 30, 2020, the Company issued and sold 2,500,000 depositary shares, each representing a 1/100th ownership interest in a share of 5.375% fixed-rate reset non-cumulative perpetual preferred stock, Series G, $.01 par value per share, with a liquidation preference of $100,000 per share (equivalent of $1,000 per Depositary Share). The net proceeds of the offering were approximately $2.47 billion, after deducting the underwriting discount and offering expenses.

On January 30, 2019, CSC publicly announced that its Board of Directors authorized a share repurchase program to repurchase up to $4.0 billion of common stock. The share repurchase authorization does not have an expiration date. There were no repurchases of CSC’s common stock under this authorization during the years ended December 31, 2021 and 2020. During 2019, CSC repurchased 55 million shares of its common stock under this authorization for $2.2 billion.

- 105 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


17.    Stockholders’ Equity

CSC did 0t issue any shares of common stock through external offerings during 2019, 2018, or 2017.

On January 30, 2019, CSC publicly announced that its Board of Directors authorized a new Share Repurchase Program to repurchase up to $4.0 billion of common stock. The share repurchase authorization does not have an expiration date. During 2019, CSC repurchased 55 million shares of its common stock under this authorization for $2.2 billion.

On October 25, 2018, CSC publicly announced that its Board of Directors terminated the previous two share repurchase authorizations and replaced them with an authorization to repurchase up to $1.0 billion of common stock. CSC repurchased 22 million shares for $1.0 billion in 2018, completing all repurchases under this authorization.

CSC was authorized to issue 9,940,000 shares of preferred stock, $0.01$.01 par value, at December 31, 20192021 and 2018.2020. The following is a summary of CSC’s non-cumulative perpetual preferred stock outstanding as of such dates:
  Dividend Rate in Effect at December 31, 2019 Date at Which Dividend Rate Becomes Floating Floating Annual Rate of Three-Month LIBOR plus:Dividend Rate in Effect at December 31, 2021Date at Which Dividend Rate Resets or Becomes FloatingReset /
Floating Rate
Margin Over Reset / Floating Rate
Shares Issued and Outstanding (in thousands) at December 31,Liquidation Preference Per ShareCarrying Value at December 31, Earliest Redemption DateShares Issued and Outstanding (in thousands) at December 31,Liquidation Preference Per ShareCarrying Value at December 31,Earliest Redemption Date
2019 (1)
 
2018 (1)
 2019 2018Issue Date
2021 (1)
2020 (1)
20212020Issue Date
Fixed-rate:           Fixed-rate:
Series C600
 600
 $1,000
$585
 $585
08/03/156.000%12/01/20N/A N/A
Series C (2)
Series C (2)
— 600 $1,000 $— $585 08/03/15— — N/A
Series D750
 750
 1,000
728
 728
03/07/165.950%06/01/21N/A N/A
Series D750 750 1,000 728 728 03/07/165.950 %06/01/21N/A
Fixed-to-floating-rate:           
Series JSeries J600 — 1,000 584 — 03/30/214.450 %06/01/26N/A
Fixed-to-floating-rate/Fixed-rate reset (3):
Fixed-to-floating-rate/Fixed-rate reset (3):
Series A400
 400
 1,000
397
 397
01/26/127.000%02/01/22 4.820%Series A400 400 1,000 397 397 01/26/127.000 %02/01/223M LIBOR4.820 %
Series E6
 6
 100,000
591
 591
10/31/164.625%03/01/22 3.315%Series E100,000 591 591 10/31/164.625 %03/01/223M LIBOR3.315 %
Series F5
 5
 100,000
492
 492
10/31/175.000%12/01/27 2.575%Series F100,000 492 492 10/31/175.000 %12/01/273M LIBOR2.575 %
Series GSeries G25 25 100,000 2,470 2,470 04/30/205.375 %06/01/255-Year Treasury4.971 %
Series HSeries H25 25 100,000 2,470 2,470 12/11/204.000 %12/01/3010-Year Treasury3.079 %
Series I (4)
Series I (4)
23 — 100,000 2,222 — 03/18/214.000 %06/01/265-Year Treasury3.168 %
Total preferred stock1,761
 1,761
 

$2,793
 $2,793
    Total preferred stock1,834 1,811 $9,954 $7,733 

(1) Represented by depositary shares, except for Series A.
(2) Series C Preferred Stock was redeemed on June 1, 2021.
(3) The dividend rate for Series G resets on each five-year anniversary from the first reset date. The dividend rate for Series H resets on each 10-year anniversary from the first reset date.
(4) The Series I dividend rate resets on each five-year anniversary beginning on June 1, 2026 based on a five-year treasury rate, representing the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity for five-year maturities. Series I is only redeemable on dividend payment dates on or after the first reset date.
N/A Not applicable.

Dividends declared on the Company’s preferred stock are as follows:
Year Ended December 31,2019 2018 2017Year Ended December 31,202120202019
Total
Declared
 Per Share
Amount
 Total
Declared
 Per Share
Amount
 Total
Declared
 Per Share
Amount
Total
Declared
(in millions)
Per Share
Amount
Total
Declared
(in millions)
Per Share
Amount
Total
Declared
(in millions)
Per Share
Amount
Series A$28.0
 70.00
 $28.0
 70.00
 $28.0
 70.00
Series A$28.0 $70.00 $28.0 $70.00 $28.0 $70.00 
Series B (1)
N/A
 N/A
 N/A
 N/A
 29.1
 60.00
Series C36.0
 60.00
 36.0
 60.00
 36.0
 60.00
Series C (1)
Series C (1)
18.0 30.00 36.0 60.00 36.0 60.00 
Series D44.6
 59.52
 44.6
 59.52
 44.6
 59.52
Series D44.6 59.52 44.6 59.52 44.6 59.52 
Series E27.8
 4,625.00
 27.8
 4,625.00
 23.2
 3,867.01
Series E27.8 4,625.00 27.8 4,625.00 27.8 4,625.00 
Series F (2)
25.0
 5,000.00
 27.2
 5,430.56
 N/A
 N/A
Series FSeries F25.0 5,000.00 25.0 5,000.00 25.0 5,000.00 
Series G (2)
Series G (2)
134.4 5,375.00 78.8 3,150.35 N/AN/A
Series H (3)
Series H (3)
97.2 3,888.89 N/AN/AN/AN/A
Series I (4)
Series I (4)
63.2 2,811.11 N/AN/AN/AN/A
Series J (5)
Series J (5)
17.9 29.80 N/AN/AN/AN/A
Total$161.4
   $163.6
   $160.9
  Total$456.1 $240.2 $161.4 
(1) On December 1, 2017, CSC redeemed all of the outstanding shares of its 6.00% Non-Cumulative PerpetualSeries C Preferred Stock Series B at their statedwas redeemed on June 1, 2021. Prior to redemption, value.dividends were paid quarterly and the final dividend was paid on June 1, 2021.
(2)Series FG Preferred Stock was issued on October 31, 2017.April 30, 2020. Dividends are paid semi-annually beginningquarterly, and the first dividend was paid on September 1, 2020.
(3) Series H Preferred Stock was issued on December 11, 2020. Dividends are paid quarterly, and the first dividend was paid on March 1, 2021.
(4) Series I Preferred Stock was issued on March 18, 2021. Dividends are paid quarterly, and the first dividend was paid on June 1, 2018 until December2021.
(5) Series J Preferred Stock was issued on March 30, 2021. Dividends are paid quarterly, and the first dividend was paid on June 1, 2027, and quarterly thereafter.2021.
N/A Not applicable.

Dividends on CSC’s preferred stock are not cumulative and will only be paid on a series of preferred stock for a dividend period if declared by CSC’s Board of Directors. Under the terms of each series of preferred stock, CSC’s ability to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any preferred stock ranking on parity with or junior to the series of preferred stock, is subject to restrictions in the event that CSC does not declare and either pay or set aside a sum sufficient for payment of dividends on the series of preferred stock for the immediately preceding dividend period.

- 106 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Dividends on fixed-rate preferred stock, as well as Series G, H, and I, are payable quarterly. Dividends on fixed-to-floating-rate preferred stock are payable semi-annually while at a fixed rate and will become payable quarterly after converting to a floating rate. The Series A preferred stock dividend converted to a floating rate on February 1, 2022 and is now payable quarterly.

Redemption Rights

Each series of CSC’s preferred stock, except for Series G, may be redeemed at CSC’s option on any dividend payment date on or after the earliest redemption date for that series. Series G preferred stock may be redeemed at CSC’s option on any reset date on or after the earliest redemption date for the series. All outstanding preferred stock series may also be redeemed following a “capital treatment event,” as described in the terms of each series set forth in the relevant certificate of designations. Any redemption of CSC’s preferred stock is subject to approval from the Federal Reserve.


18.Accumulated Other Comprehensive Income
20.    Accumulated Other Comprehensive Income

AOCI represents cumulative gains and losses that are not reflected in earnings. TheAOCI balances and the components of other comprehensive income (loss) are as follows:
Total AOCI
Balance at December 31, 2018$(252)
Available for sale securities:
Net unrealized gain (loss) excluding transfers to available for sale from held to maturity, net of tax expense (benefit) of $96309 
Net unrealized gain on securities transferred to available for sale from held to maturity, net of tax expense (benefit) of $6 (1)
19 
Other reclassifications included in other revenue, net of tax expense (benefit) of $(1)(5)
Held to maturity securities:
Amortization of amounts previously recorded upon transfer to held to maturity from available for sale, net of tax expense (benefit) of $927 
Other, net of tax expense (benefit) of $(4)(10)
Balance at December 31, 2019$88 
Available for sale securities:
Net unrealized gain (loss) excluding transfers to available for sale from held to maturity, net of tax expense (benefit) of $1,3224,246 
Net unrealized gain on securities transferred to available for sale from held to maturity, net of tax expense (benefit) of $336 (2)
1,057 
Other reclassifications included in other revenue, net of tax expense (benefit) of $(1)(3)
Other, net of tax expense (benefit) of $2
Balance at December 31, 2020$5,394 
Available for sale securities:
Net unrealized gain (loss), net of tax expense (benefit) of $(2,029)(6,492)
Other reclassifications included in other revenue, net of tax expense (benefit) of $(1)(3)
Other, net of tax expense (benefit) of $(3)(8)
Balance at December 31, 2021$(1,109)
Year Ended December 31,2019 2018 2017
 Before
Tax
Tax
Effect
Net of
Tax
 Before
Tax
Tax
Effect
Net of
Tax
 Before
Tax
Tax
Effect
Net of
Tax
Change in net unrealized gain (loss) on available for
sale securities:
 
 
   
 
 
  
 
 
Net unrealized gain (loss)$430
$(102)$328
 $(123)$30
$(93) $13
$(7)$6
Reclassification of net unrealized loss on securities transferred
  to held to maturity (1)



 


 227
(85)142
Other reclassifications included in other revenue(6)1
(5) 


 (12)4
(8)
Change in net unrealized gain (loss) on held to maturity
securities:
           
Reclassification of net unrealized loss on securities transferred
  from available for sale (1)



 


 (227)85
(142)
Amortization of amounts previously recorded upon transfer to held to maturity from available for sale36
(9)27
 35
(8)27
 31
(11)20
Other(14)4
(10) (1)
(1) (11)4
(7)
Other comprehensive income (loss)$446
$(106)$340
 $(89)$22
$(67) $21
$(10)$11

(1)
In the first quarter of 2019, the Company made an election to transfer a portion of its HTM securities to AFS as part of the adoption of ASU 2017-12. The transfer resulted in a net of tax increase to AOCI of $19 million. See Note 6 for additional discussion on the 2019 transfer of HTM securities to AFS.
(1)(2) During 2017,On January 1, 2020, the Company transferred all of its investment securities fromdesignated as HTM to the AFS categorycategory. The transfer resulted in a net of tax increase to the HTM category that had a total net unrealized lossAOCI of $227 million before income tax in AOCI$1.1 billion. See Note 6 for additional discussion on the date2020 transfer of the transfer.HTM securities to AFS.

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


AOCI balances are as follows:
 Total AOCI
Balance at December 31, 2016$(163)
Available for sale securities: 
Net unrealized gain (loss)6
Reclassification of net unrealized loss on securities transferred to held to maturity142
Other reclassifications included in other revenue(8)
Held to maturity securities: 
Reclassification of net unrealized loss on securities transferred from available for sale(142)
Amortization of amounts previously recorded upon transfer to held to maturity from available for sale20
Other(7)
Balance at December 31, 2017$(152)
Adoption of accounting standards (1)
(33)
Available for sale securities: 
Net unrealized gain (loss)(93)
Held to maturity securities: 
Amortization of amounts previously recorded upon transfer to held to maturity from available for sale27
Other(1)
Balance at December 31, 2018$(252)
Available for sale securities: 
Net unrealized gain (loss), excluding transfers to available for sale from held to maturity309
Net unrealized gain on securities transferred to available for sale from held to maturity (2)
19
Other reclassifications included in other revenue(5)
Held to maturity securities: 
Amortization of amounts previously recorded upon transfer to held to maturity from available for sale27
Other(10)
Balance at December 31, 2019$88

(1) As part of the adoption of ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (ASU 2018-02), we elected to reclassify the income tax effects of the Tax Cuts21.    Employee Incentive, Retirement, Deferred Compensation, and Jobs Act from items in AOCI into retained earnings as of January 1, 2018.Career Achievement Plans
(2)
As part of the adoption of ASU 2017-12, in the first quarter of 2019, the Company made a one-time election to transfer a portion of its HTM securities to AFS. The transfer resulted in a net of tax increase to AOCI of $19 million. See Notes 2 and 5 for additional discussion on the transfer of HTM securities to AFS.


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


19.Employee Incentive, Retirement, Deferred Compensation, and Career Achievement Plans

Schwab’s share-based incentive plans provide for granting options and restricted stock units to employees and directors. In addition, we offer retirement and employee stock purchase plans to eligible employees and sponsor deferred compensation plans for eligible officers and non-employee directors.

A summary of share-based compensation expense and related income tax benefit is as follows:
Year Ended December 31,2019 2018 2017
Stock option expense$51
 $51
 $50
Restricted stock unit expense (1)
120
 136
 94
Employee stock purchase plan expense12
 10
 9
Total share-based compensation expense$183
 $197
 $153
Income tax benefit on share-based compensation expense (2)
$(44) $(47) $(57)

Year Ended December 31,202120202019
Stock option expense$36 $36 $51 
Restricted stock unit expense200 156 120 
Employee stock purchase plan expense18 12 12 
Total share-based compensation expense$254 $204 $183 
Income tax benefit on share-based compensation expense (1)
$(60)$(49)$(44)
(1)Restricted stock unit expense in 2018 includes $36 million related to special stock awards issued to non-officer employees.
(2) Excludes income tax benefits from stock options exercised and restricted stock units vested of $93 million, $14 million, and $23 million $46 million,in 2021, 2020, and $87 million in 2019, 2018, and 2017, respectively.

The Company issues shares for stock options and restricted stock units from treasury stock. At December 31, 2019,2021, the Company was authorized to grant up to 6558 million common shares under its existing stock incentive plans. Additionally, at December 31, 2019,2021, the Company had 3430 million shares reserved for future issuance under its employee stock purchase plan.

As of December 31, 2019,2021, there was $290$297 million of total unrecognized compensation cost related to outstanding stock options and restricted stock units, which is expected to be recognized through 20232025 with a remaining weighted-average service period of 1.30.7 years for stock options, 2.51.9 years for restricted stock units, and 0.30.5 years for performance-based stock units.

Acquisition of TD Ameritrade:Upon the completion of the TD Ameritrade acquisition on October 6, 2020, TD Ameritrade’s equity awards, whether vested or unvested, were assumed by the Company and converted into equity awards based on CSC common stock taking into account the defined exchange ratio of 1.0837. Otherwise, these share-based awards are subject to the same terms and conditions that were applicable immediately before the merger, except for performance-based restricted stock units which were converted into time-based restricted stock units. The fair value of the stock options assumed by the Company was determined using an option pricing model. The portion of the fair value of the replacement awards related to services provided prior to the acquisition was $94 million and was accounted for as consideration transferred. The remaining portion of the fair value of $73 million is associated with future services and had a remaining weighted-average service period of 1.9 years on the acquisition date. A change in the actual or estimated forfeiture rate from the amount originally or subsequently estimated will result in an adjustment to compensation expense based on the full acquisition-date fair value of awards not expected to vest, regardless of whether those awards were treated as consideration transferred or stock-based compensation for future services.

Stock Option Plan

Options are granted for the purchase of shares of common stock at an exercise price not less than market value on the date of grant, and expire ten years from the date of grant. Options generally vest annually over a one-one- to four-year period from the date of grant.
 
- 108 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

Stock option activity is summarized below:
 Number
of Options
(In millions)
 Weighted- Average Exercise Price
per Share
 Weighted- Average Remaining Contractual
Life (in years)
 Aggregate Intrinsic
Value
Outstanding at December 31, 201830
 $30.19
 6.27 $373
Granted2
 46.25
    
Exercised(5) 23.51
    
Forfeited(1) 43.12
    
Expired (1)

 41.42
    
Outstanding at December 31, 201926
 $32.10
 5.75 $403
Vested and expected to vest at December 31, 201926
 $32.08
 5.74 $403
Vested and exercisable at December 31, 201918
 $27.44
 4.77 $371

Number
of Options
(In millions)
Weighted- Average Exercise Price
per Share
Weighted- Average Remaining Contractual
Life (in years)
Aggregate Intrinsic
Value
Outstanding at December 31, 202024 $33.67 5.36$452 
Granted64.49   
Exercised(9)27.80   
Forfeited (1)
— 45.99   
Expired (1)
— 35.00   
Outstanding at December 31, 202117 $39.11 5.38$782 
Vested and expected to vest at December 31, 202117 $39.09 5.38$782 
Vested and exercisable at December 31, 202113 $34.93 4.54$650 
(1) Number of options werewas less than 500 thousand.

The aggregate intrinsic value in the table above represents the difference between CSC’s closing stock price and the exercise price of each in-the-money option on the last trading day of the period presented.


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Information on stock options granted and exercised is presented below:
Year Ended December 31,202120202019
Weighted-average fair value of options granted per share$19.51 $11.56 $11.97 
Cash received from options exercised221 79 118 
Tax benefit realized on options exercised61 11 17 
Aggregate intrinsic value of options exercised322 71 108 
Year Ended December 31,2019 2018 2017
Weighted-average fair value of options granted per share$11.97
 $14.16
 $13.04
Cash received from options exercised118
 125
 171
Tax benefit realized on options exercised17
 35
 70
Aggregate intrinsic value of options exercised108
 189
 241


We use an option pricing model to estimate the fair value of options granted. The model takes into account the contractual term of the stock option, expected volatility, dividend yield, and the risk-free interest rate. Expected volatility is based on the implied volatility of publicly-traded options on CSC’s stock. Dividend yield is based on the average historical CSC dividend yield. The risk-free interest rate is based on the yield of a U.S. Treasury zero-coupon issue with a remaining term similar to the contractual term of the option. We use historical option exercise data, which includes employee termination data, to estimate the probability of future option exercises. The assumptions used to value the options granted during the years presented and their expected lives were as follows:
Year Ended December 31,202120202019
Weighted-average expected dividend yield1.36 %2.08 %1.85 %
Weighted-average expected volatility37 %36 %30 %
Weighted-average risk-free interest rate0.8 %1.0 %2.5 %
Expected life (in years)4.2 - 5.44.3 - 5.94.2 - 5.9
Year Ended December 31,2019 2018 2017
Weighted-average expected dividend yield1.85% 1.42% 1.06%
Weighted-average expected volatility30% 33% 34%
Weighted-average risk-free interest rate2.5% 3.0% 2.1%
Expected life (in years)4.2 - 5.9
 4.0 - 5.2
 4.1 - 5.3

Restricted Stock Units

Restricted stock units are awards that entitle the holder to receive shares of CSC’s common stock following a vesting period. Restricted stock units are restricted from transfer or sale and generally vest annually over a one-one- to four-year period, while performance-based restricted stock units also require the Company to achieve certain financial or other measures prior to vesting. The fair value of restricted stock units is based on the market price of the Company’s stock on the date of grant. The grant date fair value is amortized to compensation expense on a straight-line basis over the requisite service period. The fair value of the restricted stock units that vested during each of the years 2021, 2020, and 2019 2018,was $317 million, $175 million, and 2017 was $123 million, $166 million, and $127 million, respectively.
 
- 109 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

The Company’s restricted stock units activity is summarized below:
Number
of Units
(In millions)
Weighted- Average Grant Date Fair Value
per Unit
Outstanding at December 31, 2020Outstanding at December 31, 202010 $40.85 
Number
of Units
(In millions)
 Weighted- Average Grant Date Fair Value
per Unit
Outstanding at December 31, 20187
 $40.64
Granted4
 42.16
Granted64.18 
Vested(3) 36.10
Vested(4)41.25 
Forfeited (1)

 43.34
(1)45.63 
Outstanding at December 31, 20198
 $42.93
Outstanding at December 31, 2021Outstanding at December 31, 2021$49.69 

Retirement and Deferred Compensation Plans
(1) Number of units were less than 500 thousand.

Retirement Plan

Employees can participate in Schwab’s qualified retirement plan, the SchwabPlan® Retirement Savings and Investment Plan. The Company may match certain employee contributions or make additional contributions to this plan at its discretion. The Company’s total expense was $187 million, $136 million, and $118 million $105 million,in 2021, 2020, and $92 million in 2019, 2018, and 2017, respectively.


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Deferred Compensation Plans

Schwab’s deferred compensation plan for officers permits participants to defer the receipt of certain cash compensation. The deferred compensation plan for non-employee directors permits participants to defer receipt of all or a portion of their director fees and to receive either a grant of stock options, or upon ceasing service as a director, the number of shares of CSC’s common stock that would have resulted from investing the deferred fee amount into CSC’s common stock. The deferred compensation liability was $164$194 million and $144$176 million at December 31, 20192021 and 2018,2020, respectively.

FCEffective upon the completion of the TD Ameritrade acquisition on October 6, 2020, TD Ameritrade’s 401(k) and deferred profit-sharing plan was terminated and all unvested balances in the plan became fully vested. TD Ameritrade employees employed immediately prior to the acquisition who continued as employees of TDA Holding, CSC, or any of their subsidiaries after completion of the acquisition became eligible to participate in the SchwabPlan Retirement Savings and Investment Plan and make rollover contributions from their TD Ameritrade plan balances to the SchwabPlan Retirement Savings and Investment Plan.

Financial Consultant Career Achievement Plan

The FCfinancial consultant career achievement plan is a noncontributory, unfunded, nonqualified plan for eligible FCs. An FCfinancial consultants. A financial consultant is eligible for earned cash payments after retirement contingent upon meeting certain performance levels, tenure, age, and client transitioning requirements. Allocations to the plan are calculated annually based on performance levels achieved and eligible compensation and are subject to general creditors of the Company. Full vesting occurs when an FCa financial consultant reaches 60 years of age and has at least ten years of service with the Company.

The following table presents the changes in projected benefit obligation:
December 31,2019 2018December 31,20212020
Projected benefit obligation at beginning of year$56
 $44
Projected benefit obligation at beginning of year$92 $83 
Benefit cost (1)
13
 11
Benefit cost (1)
16 17 
Actuarial (gain)/loss (2)
14
 1
Actuarial loss/(gain) (2)
Actuarial loss/(gain) (2)
11 (8)
Projected benefit obligation at end of year (3)
$83
 $56
Projected benefit obligation at end of year (3)
$119 $92 
(1) Includes service cost and interest cost, which are recognized in compensation and benefits expense and other expense, respectively, in the consolidated statements of income.
(2) Actuarial loss/(gain)/loss is reflected in the consolidated statements of comprehensive income and is included in AOCI on the consolidated balance sheets.
(3) This amount is recognized as a liability in accrued expenses and other liabilities on the consolidated balance sheets and also depicts the accumulated benefit obligation.sheets.
 

20.Taxes on Income

On December 22, 2017, the Tax Act was signed into law. Among other things, the Tax Act lowered the federal corporate income tax rate from 35% to 21%, effective for tax years including or commencing January 1, 2018. Schwab’s effective tax rate for the years ended December 31, 2019, 2018, and 2017 was 23.6%, 23.1%, and 35.5%, respectively.

Also as a result of the Tax Act, Schwab recognized a $46 million one-time non-cash charge to taxes on income in the fourth quarter of 2017 associated with the remeasurement of net deferred tax assets and other tax adjustments related to the Tax Act. During 2018, we concluded our analysis and accounting for all remaining impacts of the Tax Act, including the state tax effect of adjustments made to federal temporary differences, resulting in no additional material impacts.
As of January 1, 2018, Schwab adopted ASU 2018-02, which resulted in a decrease to AOCI and an increase to retained earnings by $33 million for the reclassification of certain impacts of the Tax Act. Schwab also adopted ASU 2014-09, “Revenue – Revenue from Contracts with Customers” as of January 1, 2018, which resulted in recording an initial asset for capitalized contract costs of $219 million and a related deferred tax liability of $52 million. As of December 31, 2019, the deferred tax liability related to the capitalized contract costs was $68 million.

- 110 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

22.    Taxes on Income

The components of taxes on income are as follows:
Year Ended December 31,202120202019
Current:   
Federal$1,507 $967 $958 
State298 172 184 
Total current1,805 1,139 1,142 
Deferred:   
Federal38 (113)
State15 (25)(1)
Total deferred53 (138)
Taxes on income$1,858 $1,001 $1,144 
Year Ended December 31,2019 2018 2017
Current:     
Federal$958
 $847
 $1,132
State184
 159
 106
Total current1,142
 1,006
 1,238
Deferred:     
Federal3
 42
 58
State(1) 7
 
Total deferred2
 49
 58
Taxes on income$1,144
 $1,055
 $1,296


The temporary differences that created deferred tax assets and liabilities are detailed below:
December 31,2019 2018December 31,20212020
Deferred tax assets:   Deferred tax assets: 
Net unrealized loss on available for sale securitiesNet unrealized loss on available for sale securities$347 $— 
Employee compensation, severance, and benefitsEmployee compensation, severance, and benefits237 271 
Operating lease liabilities$159
 $
Operating lease liabilities225 249 
Employee compensation, severance, and benefits154
 132
Reserves and allowancesReserves and allowances74 70 
Debt fair value remeasurementDebt fair value remeasurement47 67 
State and local taxes22
 21
State and local taxes40 37 
Reserves and allowances14
 13
Net operating loss carryforwards6
 5
Net operating loss carryforwards
Net unrealized loss on available for sale securities
 79
Facilities lease commitments
 12
Other
 6
Total deferred tax assets355
 268
Total deferred tax assets978 702 
Valuation allowance(3) (3)Valuation allowance(8)(8)
Deferred tax assets — net of valuation allowance352
 265
Deferred tax assets — net of valuation allowance970 694 
Deferred tax liabilities:   Deferred tax liabilities: 
Amortization of acquired intangible assetsAmortization of acquired intangible assets(1,888)(1,954)
Net unrealized gain on available for sale securitiesNet unrealized gain on available for sale securities— (1,686)
Operating lease ROU assets(146) 
Operating lease ROU assets(210)(233)
Depreciation and amortization(113) (108)
Capitalized internal-use software development costs(97) (98)Capitalized internal-use software development costs(142)(101)
Capitalized contract costs(68) (60)
Net unrealized gain on available for sale securities(28) 
Other(10) 
Other(212)(182)
Total deferred tax liabilities(462) (266)Total deferred tax liabilities(2,452)(4,156)
Deferred tax asset/(liability) — net (1)
$(110) $(1)
Deferred tax asset/(liability) — net (1)
$(1,482)$(3,462)
(1) Amounts are included in accrued expenses and other liabilities and in other assets on the consolidated balance sheets at December 31, 20192021 and 2018.2020.

A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
Year Ended December 31,2019 2018 2017Year Ended December 31,202120202019
Federal statutory income tax rate21.0 % 21.0 % 35.0 %Federal statutory income tax rate21.0 %21.0 %21.0 %
State income taxes, net of federal tax benefit3.2
 3.0
 2.2
State income taxes, net of federal tax benefit3.4 3.2 3.2 
Equity compensation benefit(0.5) (1.0) (2.4)Equity compensation benefit(1.2)(0.3)(0.5)
Other (1)
(0.1) 0.1
 0.7
OtherOther0.9 (0.6)(0.1)
Effective income tax rate23.6 % 23.1 % 35.5 %Effective income tax rate24.1 %23.3 %23.6 %
(1) 2017 includes the impact of one-time charge to taxes on income associated with the Tax Act.

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
December 31,20212020
Balance at beginning of year$248 $101 
Additions for tax positions related to the current year34 15 
Additions for tax positions related to prior years15 
Additions for current year acquisitions— 200 
Reductions for tax positions related to prior years(15)(7)
Reductions due to lapse of statute of limitations(8)(24)
Reductions for settlements with tax authorities(3)(40)
Balance at end of year$271 $248 
December 31,2019 2018
Balance at beginning of year$112
 $111
Additions for tax positions related to the current year3
 3
Additions for tax positions related to prior years4
 3
Reductions for tax positions related to prior years(2) (4)
Reductions due to lapse of statute of limitations(14) 
Reductions for settlements with tax authorities(2) (1)
Balance at end of year$101
 $112


Unrecognized tax benefits totaled $101$271 million and $112$248 million as of December 31, 20192021 and 2018,2020, respectively, $97$221 million and $108$202 million of which if recognized, would affect the annual effective tax rate.

Interest and penalties were accrued related to unrecognized tax benefits in tax expense. At December 31, 20192021 and 2018,2020, we had accrued approximately $11$68 million and $9$58 million, respectively, for the payment of interest and penalties.

The Company and its subsidiaries are subject to routine examinations by the respective federal, state, and applicable local jurisdictions’ taxing authorities. Federal returns for 20112017 through 2014 and 2016 through 20182020 remain subject to examination. The years open to examination by state and local governments vary by jurisdiction.


21.23.    Regulatory Requirements

CSC is a savings and loan holding company and CSB, CSC’s primary depository institution subsidiary, is a federal savings bank. CSC is subject to examination, supervision, and regulation by the Federal Reserve. CSB, CSC’s primary depository institution subsidiary, is a Texas-chartered state savings bank and is a member of the Federal Reserve system. CSB is subject to examination, supervision, and regulation by the OCC, as its primary regulator,Federal Reserve, the TDSML, the FDIC as its deposit insurer, and the CFPB. CSC is required to serve as a source of strength for CSB.

CSB is subject to various requirements and restrictions under federal and state laws, including regulatory capital requirements and requirements that restrict and govern the terms of affiliate transactions, such as extensions of credit to, or asset purchases from CSC or its other subsidiaries by CSB. In addition, CSB is required to provide notice to and may be required to obtain approval of the OCCFederal Reserve and the Federal ReserveTDSML to declare dividends to CSC. The federal banking agencies have broad powers to enforce these regulations, including the power to terminate deposit insurance, impose substantial fines and other civil and criminal penalties, and appoint a conservator or receiver. Under the prompt corrective action provisions of the Federal Deposit Insurance Act, CSB could be subject to restrictive actions if it were to fall within one of the lowest three of five capital categories. CSC and CSB are required to maintain minimum capital levels as specified in federal banking regulations. Failure to meet the minimum levels could result in certain mandatory, and possibly additional discretionary actions by the regulators that, if undertaken, could have a direct material effect on CSC and CSB. At December 31, 2019,2021, both CSC and CSB met all of their respective capital requirements.
 
- 112 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


The regulatory capital and ratios for CSC (consolidated) and CSB are as follows:
 
Actual (1)
 Minimum to be
Well Capitalized
 Minimum Capital
Requirement
December 31, 2019Amount Ratio Amount Ratio Amount 
Ratio (2)
CSC           
Common Equity Tier 1 Risk-Based Capital$17,660
 19.5% N/A
   $4,073
 4.5%
Tier 1 Risk-Based Capital20,453
 22.6% N/A
   5,431
 6.0%
Total Risk-Based Capital20,472
 22.6% N/A
   7,241
 8.0%
Tier 1 Leverage20,453
 7.3% N/A
   11,189
 4.0%
Supplementary Leverage Ratio (1)
20,453
 7.1% N/A
   8,604
 3.0%
CSB           
Common Equity Tier 1 Risk-Based Capital$14,819
 20.7% $4,649
 6.5% $3,218
 4.5%
Tier 1 Risk-Based Capital14,819
 20.7% 5,722
 8.0% 4,291
 6.0%
Total Risk-Based Capital14,837
 20.7% 7,152
 10.0% 5,722
 8.0%
Tier 1 Leverage14,819
 7.1% 10,486
 5.0% 8,389
 4.0%
Supplementary Leverage Ratio (1)
14,819
 6.8% N/A
 N/A
 6,497
 3.0%
            
December 31, 2018           
CSC           
Common Equity Tier 1 Risk-Based Capital$16,813
 17.6% N/A
   $4,295
 4.5%
Tier 1 Risk-Based Capital19,606
 20.5% N/A
   5,726
 6.0%
Total Risk-Based Capital19,628
 20.6% N/A
   7,635
 8.0%
Tier 1 Leverage19,606
 7.1% N/A
   11,058
 4.0%
CSB           
Common Equity Tier 1 Risk-Based Capital$15,832
 19.7% $5,233
 6.5% $3,623
 4.5%
Tier 1 Risk-Based Capital15,832
 19.7% 6,441
 8.0% 4,831
 6.0%
Total Risk-Based Capital15,853
 19.7% 8,051
 10.0% 6,441
 8.0%
Tier 1 Leverage15,832
 7.2% 11,044
 5.0% 8,836
 4.0%

ActualMinimum to be
Well Capitalized
Minimum Capital
Requirement
December 31, 2021AmountRatioAmountRatioAmount
Ratio (1)
CSC      
Common Equity Tier 1 Risk-Based Capital$27,967 19.7 %N/A $6,389 4.5 %
Tier 1 Risk-Based Capital37,921 26.7 %N/A 8,518 6.0 %
Total Risk-Based Capital37,950 26.7 %N/A 11,358 8.0 %
Tier 1 Leverage37,921 6.2 %N/A 24,346 4.0 %
Supplementary Leverage Ratio37,921 6.2 %N/A18,434 3.0 %
CSB      
Common Equity Tier 1 Risk-Based Capital$28,014 26.8 %$6,787 6.5 %$4,698 4.5 %
Tier 1 Risk-Based Capital28,014 26.8 %8,353 8.0 %6,265 6.0 %
Total Risk-Based Capital28,033 26.8 %10,441 10.0 %8,353 8.0 %
Tier 1 Leverage28,014 7.1 %19,790 5.0 %15,832 4.0 %
Supplementary Leverage Ratio28,014 7.0 %N/A12,016 3.0 %
December 31, 2020      
CSC      
Common Equity Tier 1 Risk-Based Capital$22,916 18.5 %N/A $5,575 4.5 %
Tier 1 Risk-Based Capital30,649 24.7 %N/A 7,433 6.0 %
Total Risk-Based Capital30,688 24.8 %N/A 9,910 8.0 %
Tier 1 Leverage30,649 6.3 %N/A 19,396 4.0 %
Supplementary Leverage Ratio30,649 6.2 %N/A14,744 3.0 %
CSB      
Common Equity Tier 1 Risk-Based Capital$17,526 19.2 %$5,919 6.5 %$4,098 4.5 %
Tier 1 Risk-Based Capital17,526 19.2 %7,285 8.0 %5,464 6.0 %
Total Risk-Based Capital17,558 19.3 %9,106 10.0 %7,285 8.0 %
Tier 1 Leverage17,526 5.5 %15,979 5.0 %12,783 4.0 %
Supplementary Leverage Ratio
17,526 5.4 %N/A9,763 3.0 %
(1) Beginning in 2019, CSC and CSB were required to include all components of AOCI in regulatory capital and report our supplementary leverage ratio, which is calculated as Tier 1 capital divided by total leverage exposure. Total leverage exposure includes all on-balance sheet assets and certain off-balance sheet exposures, including unused commitments. Prior to 2019, CSC and CSB elected to opt-out of the requirement to include most components of AOCI in Common Equity Tier 1 Capital; the amounts and ratios for December 31, 2018 are presented on this basis. In the interagency regulatory capital and liquidity rules adopted in October 2019, Category III banking organizations such as CSC were given the ability to opt-out of the inclusion of AOCI in regulatory capital, and CSC made this opt-out election as of January 1, 2020.
(2) Under the Basel III capital rule, CSC and CSB are also required to maintain a capital conservation buffer and beginning in 2019, a countercyclical capital buffer above the regulatory minimum risk-based capital ratios. The capital conservation buffer becameand countercyclical buffer were 2.5% on January 1, 2019 (1.875% at December 31, 2018). At December 31, 2019, the countercyclical capital buffer was zero.and zero percent, respectively, for both periods presented. If either buffer falls below the minimum requirement, the Company would be subject to limits on capital distributions and discretionary bonus payments to executive officers. At December 31, 2019,2021, the minimum capital requirement plus capital conservation buffer and countercyclical capital buffer for Common Equity Tier 1 Risk-Based Capital, Tier 1 Risk-Based Capital, and Total Risk-Based Capital ratios were 7.0%, 8.5%, and 10.5%, respectively.
N/A Not applicable.

Based on its regulatory capital ratios at December 31, 2019,2021, CSB is considered well capitalized (the highest category) under its respective regulatory capital rules. There are no conditions or events since December 31, 20192021 that management believes have changed CSB’s capital category.

The Federal Reserve requires CSB to maintain reserve balances at the Federal Reserve based on its deposits thatCSC’s other banking subsidiaries are considered to be transaction accounts. CSB’s average reserve requirement was $1.5 billion and $1.6 billion in 2019 and 2018, respectively. In late 2017, Schwab acquired a federal savings bank charter which is now called Charles Schwab Premier Bank, SSB (CSPB). In 2018, the Company established and Charles Schwab Trust Bank (Trust Bank) as a Nevada state-chartered. CSPB is Texas-chartered state savings bank to provide certainthat provides banking and custody services, and Trust Bank is a Nevada-state chartered savings bank that provides trust and custody services. At December 31, 2019,2021 and 2020, the balance sheets of CSPB and Trust Bank primarily consisted primarily of investment securities,securities. At December 31, 2021 and the entities2020, CSPB held total assets of $14.3$39.2 billion and $6.1$31.6 billion, respectively, and Trust Bank held total assets of $15.9 billion and $12.5 billion, respectively. Based on their regulatory capital ratios, at December 31, 2019,2021 and 2020, CSPB and Trust Bank are considered well capitalized under their respective regulatory capital rules.

As securities broker-dealers, CS&Co, TDAC, and TD Ameritrade, Inc. are subject to the SEC’s Uniform Net Capital Rule. CS&Co and TDAC each compute net capital under the alternative method permitted by the Uniform Net Capital Rule, which requires the maintenance of minimum net capital, as defined, of the greater of 2% of aggregate debit balances arising from client transactions or a minimum dollar requirement, which is based on the type of business conducted by the broker-dealer. TD Ameritrade, Inc. is required to maintain minimum net capital of the greater of 2% of aggregate debit balances arising from client transactions or a minimum dollar requirement. Under the alternative method, a broker-dealer may not repay
- 113 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)



CS&Co, a securities broker-dealer, is subject to the Uniform Net Capital Rule. CS&Co computes its net capital under the alternative method permitted by the Uniform Net Capital Rule. This method requires the maintenance of minimum net capital, as defined, of the greater of 2% of aggregate debit balances arising from client transactions or a minimum dollar requirement of $250,000, which is based on the type of business conducted by the broker-dealer. Under the alternative method, a broker-dealer may not repay subordinated borrowings, pay cash dividends, or make any unsecured advances or loans if such payment would result in a net capital amount of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement.

Net capital and net capital requirements for CS&Co, TDAC, and TD Ameritrade, Inc., are as follows:
December 31,20212020
CS&Co
Net capital$5,231 $3,117 
Minimum dollar requirement(1)
0.250 1.000 
2% of aggregate debit balances941 616 
Net capital in excess of required net capital$4,290 $2,501 
TDAC
Net capital$5,337 $4,040 
Minimum dollar requirement1.500 1.500 
2% of aggregate debit balances1,007 748 
Net capital in excess of required net capital$4,330 $3,292 
TD Ameritrade, Inc.
Net capital$711 $350 
Minimum dollar requirement0.250 0.250 
2% of aggregate debit balances— — 
Net capital in excess of required net capital$711 $350 
December 31,2019 2018
Net capital$3,700
 $2,304
Minimum net capital required0.250
 0.250
2% of aggregate debit balances446
 436
Net capital in excess of required net capital$3,254
 $1,868
(1)During 2021, CS&Co transferred its futures business to Charles Schwab Futures and Forex LLC, a wholly-owned subsidiary of CSC. This transfer was accounted for as a common control transaction and did not have an impact on the consolidated financial statements. CS&Co subsequently deregistered prior to December 31, 2021 as an FCM with the CFTC, and, therefore, is no longer subject to net capital requirements under CFTC Regulation 1.17 under the Commodity Exchange Act.

Pursuant to the SEC’s Customer Protection Rule and other applicable regulations, Schwab had cash and investments segregated for the exclusive benefit of clients at December 31, 2019.2021. The SEC’s Customer Protection Rule requires broker-dealers to segregate client fully-paid securities and cash balances not collateralizing margin positions and not swept to money market funds or bank deposit accounts. Amounts included in cash and investments segregated and on deposit for regulatory purposes represent actual balances on deposit, whereas cash and investments required to be segregated and on deposit for regulatory purposes at December 31, 20192021 for CS&Co totaled $23.0$38.4 billion and for TDAC totaled $15.9 billion. As of January 3, 2020,4, 2022, CS&Co had deposited $3.1$1.5 billion of cash and qualified securities into its segregated reserve accounts. As of January 3, 2022, TDAC had deposited $406 million of cash and qualified securities from its segregated reserve accounts. Cash and investments required to be segregated and on deposit for regulatory purposes at December 31, 20182020 for CS&Co totaled $16.7$39.2 billion and for TDAC totaled $14.5 billion. As of January 3, 2019, CS&Co had deposited $3.7 billion of cash and qualified securities into its segregated reserve accounts. Cash and cash equivalents included in cash and investments segregated and on deposit for regulatory purposes are presented as part of Schwab’s cash balances in the consolidated statements of cash flows.


22.Segment Information
24.    Segment Information

Schwab’s 2 reportable segments are Investor Services and Advisor Services. Schwab structures the operating segments according to its clients and the services provided to those clients. The Investor Services segment provides retail brokerage, investment advisory, and banking and trust services to individual investors, and retirement plan services, as well as other corporate brokerage services, to businesses and their employees. The Advisor Services segment provides custodial, trading, banking and trust, and support services, as well as retirement business services, to independent RIAs, independent retirement advisors, and recordkeepers. Revenues and expenses are attributed to the 2 segments based on which segment services the client.

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

The Company integrated its business and asset acquisitions during 2020 into its two existing reportable segments. Revenues and expenses from our acquisition of USAA-IMCO are allocated to Investor Services only; revenues and expenses from TD Ameritrade and our other 2020 acquisitions are attributed to Investor Services and Advisor Services based on which segment services the client. See Note 3 for more information regarding business acquisitions.

The accounting policies of the segments are the same as those described in Note 2. For the computation of its segment information, Schwab utilizes an activity-based costing model to allocate traditional income statement line item expenses (e.g., compensation and benefits, depreciation and amortization, and professional services) to the business activities driving segment expenses (e.g., client service, opening new accounts, or business development) and a funds transfer pricing methodology to allocate certain revenues.

Management evaluates the performance of itsthe segments on a pre-tax basis. Segment assets and liabilities are not used for evaluating segment performance or in deciding how to allocate resources to segments. There are no revenues from transactions between the segments.

Financial information for the segments is presented in the following table:
Investor ServicesAdvisor ServicesTotal
Year Ended December 31,202120202019202120202019202120202019
Net Revenues         
Net interest revenue$6,052 $4,391 $4,685 $1,978 $1,722 $1,831 $8,030 $6,113 $6,516 
Asset management and administration fees3,130 2,544 2,289 1,144 931 922 4,274 3,475 3,211 
Trading revenue3,753 1,156 503 399 260 249 4,152 1,416 752 
Bank deposit account fees964 255 — 351 100 — 1,315 355 — 
Other562 262 146 187 70 96 749 332 242 
Total net revenues14,461 8,608 7,623 4,059 3,083 3,098 18,520 11,691 10,721 
Expenses Excluding Interest8,289 5,529 4,284 2,518 1,862 1,589 10,807 7,391 5,873 
Income before taxes on income$6,172 $3,079 $3,339 $1,541 $1,221 $1,509 $7,713 $4,300 $4,848 
Capital expenditures$771 $535 $507 $270 $206 $246 $1,041 $741 $753 
Depreciation and amortization$399 $288 $216 $150 $126 $106 $549 $414 $322 
Amortization of acquired intangible assets$499 $149 $26 $116 $41 $$615 $190 $27 

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


25.    Earnings Per Common Share
Financial information
EPS is computed using the two-class method. Preferred stock dividends, and undistributed earnings and dividends allocated to participating securities are subtracted from net income in determining net income available to common stockholders. Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is calculated similar to basic EPS except that the numerator and denominator are adjusted as necessary for any effects of dilutive potential common shares, which include, if dilutive, outstanding stock options and non-vested restricted stock units.

For the years ended December 31, 2021 and 2020, the Company had voting and nonvoting common stock outstanding. Since the rights of the voting and nonvoting common stock are identical, except with respect to voting, the net income of the Company has been allocated on a proportionate basis to the two classes. Diluted earnings per share is calculated using the treasury stock method for outstanding stock options and non-vested restricted stock units and the if-converted method for nonvoting common stock. The if-converted method assumes conversion of all nonvoting common stock to common stock.

EPS under the basic and diluted computations for both common stock and nonvoting common stock are as follows:
Year Ended December 31,202120202019
Common Stock
Nonvoting Common Stock (1)
Common Stock
Nonvoting Common Stock (1)
Common Stock
Nonvoting Common Stock (1)
Basic earnings per share:
Numerator
Net income$5,610 $245 $3,255 $44 $3,704 N/A
Preferred stock dividends and other (2)
(474)(21)(253)(3)(178)N/A
Net income available to common stockholders$5,136 $224 $3,002 $41 $3,526 N/A
Denominator
Weighted-average common shares outstanding —
  basic
1,808 79 1,410 19 1,311 N/A
Basic earnings per share$2.84 $2.84 $2.13 $2.13 $2.69 N/A
Diluted earnings per share:
Numerator
Net income available to common stockholders$5,136 $224 $3,002 $41 $3,526 N/A
Reallocation of net income available to
  common stockholders as a result of conversion of
  nonvoting to voting shares
224 — 41 — N/AN/A
Allocation of net income available to common
  stockholders:
$5,360 $224 $3,043 $41 $3,526 N/A
Denominator
Weighted-average common shares outstanding —
  basic
1,808 79 1,410 19 1,311 N/A
Conversion of nonvoting shares to voting shares79 — 19 — N/AN/A
Common stock equivalent shares related to
  stock incentive plans
10 — — N/A
Weighted-average common shares outstanding —
  diluted (3)
1,897 79 1,435 19 1,320 N/A
Diluted earnings per share$2.83 $2.83 $2.12 $2.12 $2.67 N/A
(1) Nonvoting common stock was issued in conjunction with the October 6, 2020 acquisition of TD Ameritrade. As such, nonvoting common stock is not applicable for the segments is presentedbasic and diluted EPS computations in the following table:
  Investor Services Advisor Services Total
Year Ended December 31,2019 2018 2017 2019 2018 2017 2019 2018 2017
Net Revenues                 
Net interest revenue$4,685
 $4,341
 $3,231
 $1,831
 $1,482
 $1,051
 $6,516
 $5,823
 $4,282
Asset management and administration fees2,289
 2,260
 2,344
 922
 969
 1,048
 3,211
 3,229
 3,392
Trading revenue378
 475
 408
 239
 288
 246
 617
 763
 654
Other271
 245
 217
 106
 72
 73
 377
 317
 290
Total net revenues7,623
 7,321
 6,200
 3,098
 2,811
 2,418
 10,721
 10,132
 8,618
Expenses Excluding Interest4,284
 4,145
 3,725
 1,589
 1,425
 1,243
 5,873
 5,570
 4,968
Income before taxes on income$3,339
 $3,176
 $2,475
 $1,509
 $1,386
 $1,175
 $4,848
 $4,562
 $3,650
Capital expenditures$507
 $390
 $265
 $246
 $186
 $147
 $753
 $576
 $412
Depreciation and amortization$242
 $186
 $203
 $107
 $120
 $66
 $349
 $306
 $269

2019.


23.The Charles Schwab Corporation – Parent Company Only Financial Statements

Condensed Statements of Income
Year Ended December 31,2019
2018
2017
Interest revenue$119

$88

$33
Interest expense(248)
(184)
(114)
Net interest expense(129)
(96)
(81)
Other revenue(1)
1

3
Expenses Excluding Interest:     
Professional services(24) (6) (4)
Other expenses excluding interest(83)
(79)
(28)
Loss before income tax benefit and equity in net income of subsidiaries(237)
(180)
(110)
Income tax benefit/(expense)(9)
20

27
Loss before equity in net income of subsidiaries(246)
(160)
(83)
Equity in net income of subsidiaries:     
Equity in undistributed net income/(distributions in excess of net income) of subsidiaries(1,198)
2,590

1,479
Dividends from bank subsidiaries4,915

750

625
Dividends from non-bank subsidiaries233

327

333
Net Income3,704

3,507

2,354
Preferred stock dividends and other (1)
178

178

174
Net Income Available to Common Stockholders$3,526

$3,329

$2,180
(1)(2) Includes preferred stock dividends and undistributed earnings and dividends allocated to non-vested restricted stock units.

(3) Antidilutive stock options and restricted stock units excluded from the calculation of diluted EPS totaled 16 million, 22 million, and 21 million in 2021, 2020, and 2019 respectively.
N/A Not applicable.

- 116 -


THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

26.    The Charles Schwab Corporation – Parent Company Only Financial Statements

Condensed Statements of Income
Year Ended December 31,202120202019
Interest revenue$11 $38 $119 
Interest expense(355)(273)(248)
Net interest expense(344)(235)(129)
Trading revenue— — 
Other revenue(2)(1)(1)
Expenses Excluding Interest:
Professional services(17)(68)(24)
Other expenses excluding interest(125)(85)(83)
Loss before income tax benefit and equity in net income of subsidiaries(488)(388)(237)
Income tax benefit/(expense)32 45 (9)
Loss before equity in net income of subsidiaries(456)(343)(246)
Equity in net income of subsidiaries:   
Equity in undistributed net income/(distributions in excess of net income) of subsidiaries3,361 2,476 (1,198)
Dividends from bank subsidiaries— — 4,915 
Dividends from non-bank subsidiaries2,950 1,166 233 
Net Income5,855 3,299 3,704 
Preferred stock dividends and other (1)
495 256 178 
Net Income Available to Common Stockholders$5,360 $3,043 $3,526 
(1) Includes preferred stock dividends and undistributed earnings and dividends allocated to non-vested restricted stock units.

Condensed Balance Sheets
December 31,20212020
Assets  
Cash and cash equivalents$6,839 $4,654 
Receivables from subsidiaries1,288 1,260 
Available for sale securities4,218 4,982 
Investment in non-bank subsidiaries34,377 29,550 
Investment in bank subsidiaries30,720 25,548 
Other assets357 371 
Total assets$77,799 $66,365 
Liabilities and Stockholders’ Equity  
Accrued expenses and other liabilities$618 $458 
Payables to subsidiaries80 34 
Short-term borrowings3,005 — 
Long-term debt17,835 9,813 
Total liabilities21,538 10,305 
Stockholders’ equity56,261 56,060 
Total liabilities and stockholders’ equity$77,799 $66,365 
December 31,2019 2018
Assets   
Cash and cash equivalents$2,839
 $2,092
Receivables from subsidiaries1,085
 784
Available for sale securities1,743
 1,754
Held to maturity securities224
 223
Loans to non-bank subsidiaries
 185
Investment in non-bank subsidiaries7,090
 5,507
Investment in bank subsidiaries16,325
 16,995
Other assets304
 337
Total assets$29,610
 $27,877
Liabilities and Stockholders’ Equity   
Accrued expenses and other liabilities$430
 $379
Payables to subsidiaries5
 2
Long-term debt7,430
 6,826
Total liabilities7,865
 7,207
Stockholders’ equity21,745
 20,670
Total liabilities and stockholders’ equity$29,610
 $27,877

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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


Condensed Statements of Cash Flows 
Year Ended December 31,202120202019
Cash Flows from Operating Activities   
Net income$5,855 $3,299 $3,704 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:   
Dividends in excess of (equity in undistributed) earnings of subsidiaries(3,361)(2,476)1,198 
Other21 41 
Net change in:  
Other assets76 (65)57 
Accrued expenses and other liabilities112 34 34 
Net cash provided by (used for) operating activities2,703 833 5,002 
Cash Flows from Investing Activities   
Due from (to) subsidiaries — net211 46 (122)
Increase in investments in subsidiaries(10,926)(2,172)(1,783)
Repayments (advances) of subordinated loan to CS&Co— — 185 
Purchases of available for sale securities(8,002)(5,397)(1,141)
Proceeds from sales of available for sale securities181 
Principal payments on available for sale securities8,754 2,395 994 
Net cash provided by (used for) investing activities(9,961)(5,126)(1,686)
Cash Flows from Financing Activities   
Issuance of long-term debt7,036 3,070 593 
Repayment of long-term debt(1,200)(700)— 
Issuance of commercial paper8,253 1,234 1,400 
Repayments of commercial paper(5,250)(1,234)(1,400)
Repurchases of common stock— — (2,220)
Net proceeds from preferred stock offerings2,806 4,940 — 
Redemption of preferred stock(600)— — 
Dividends paid(1,822)(1,280)(1,060)
Proceeds from stock options exercised and other220 79 118 
Other financing activities— (1)— 
Net cash provided by (used for) financing activities9,443 6,108 (2,569)
Increase (Decrease) in Cash and Cash Equivalents2,185 1,815 747 
Cash and Cash Equivalents at Beginning of Year4,654 2,839 2,092 
Cash and Cash Equivalents at End of Year$6,839 $4,654 $2,839 
Supplemental Cash Flow Information
Non-Cash Investing and Financing Activity
Exchange of TDA Holding-issued senior notes for CSC-issued senior notes$1,987 $— $— 
Year Ended December 31,2019 2018 2017
Cash Flows from Operating Activities     
Net income$3,704
 $3,507
 $2,354
Adjustments to reconcile net income to net cash provided by (used for) operating activities:     
Dividends in excess of (equity in undistributed) earnings of subsidiaries1,198
 (2,590) (1,479)
Other9
 13
 5
Net change in:     
Other assets57
 (5) (27)
Accrued expenses and other liabilities34
 28
 44
Net cash provided by (used for) operating activities5,002
 953
 897
Cash Flows from Investing Activities     
Due from (to) subsidiaries — net(122) 408
 (374)
Increase in investments in subsidiaries(1,783) (1,188) (342)
Repayments (Advances) of subordinated loan to CS&Co185
 (185) 
Purchases of available for sale securities(1,141) (1,751) (201)
Proceeds from sales of available for sale securities181
 
 197
Principal payments on available for sale securities994
 573
 
Other investing activities
 (5) (6)
Net cash provided by (used for) investing activities(1,686) (2,148) (726)
Cash Flows from Financing Activities     
Issuance of long-term debt593
 3,024
 2,129
Repayment of long-term debt
 (900) (250)
Repurchases of common stock(2,220) (1,000) 
Net proceeds from preferred stock offerings
 
 492
Redemption of preferred stock
 
 (485)
Dividends paid(1,060) (787) (592)
Proceeds from stock options exercised and other118
 125
 171
Net cash provided by (used for) financing activities(2,569) 462
 1,465
Increase (Decrease) in Cash and Cash Equivalents747
 (733) 1,636
Cash and Cash Equivalents at Beginning of Year2,092
 2,825
 1,189
Cash and Cash Equivalents at End of Year$2,839
 $2,092
 $2,825



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THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)


24.    Quarterly Financial Information (Unaudited)
 Fourth
Quarter
 Third
Quarter
 Second
Quarter
 First
Quarter
Year Ended December 31, 2019:       
Total net revenues$2,606
 $2,711
 $2,681
 $2,723
Total expenses excluding interest$1,494
 $1,475
 $1,445
 $1,459
Net income$852
 $951
 $937
 $964
Net income available to common stockholders$801
 $913
 $887
 $925
Weighted-average common shares outstanding — Basic1,284
 1,300
 1,328
 1,333
Weighted-average common shares outstanding — Diluted1,293
 1,308
 1,337
 1,344
Earnings per common share — Basic$.62
 $.70
 $.67
 $.69
Earnings per common share — Diluted$.62
 $.70
 $.66
 $.69
Dividends declared per common share$.17
 $.17
 $.17
 $.17
Year Ended December 31, 2018:       
Total net revenues$2,669
 $2,579
 $2,486
 $2,398
Total expenses excluding interest$1,459
 $1,360
 $1,355
 $1,396
Net income$935
 $923
 $866
 $783
Net income available to common stockholders$885
 $885
 $813
 $746
Weighted-average common shares outstanding — Basic1,343
 1,351
 1,350
 1,347
Weighted-average common shares outstanding — Diluted1,354
 1,364
 1,364
 1,362
Earnings per common share — Basic$.66
 $.66
 $.60
 $.55
Earnings per common share — Diluted$.65
 $.65
 $.60
 $.55
Dividends declared per common share$.13
 $.13
 $.10
 $.10



25.    Subsequent Events

In October 2019, the Federal Reserve issued a final enhanced prudential standards rule, and the Federal Reserve, OCC, and the FDIC jointly issued a final regulatory capital and liquidity rule. With total consolidated assets of $294.0 billion at December 31, 2019, CSC is designated as a Category III firm pursuant to the framework established by the final rules. Accordingly, the Company opted to exclude AOCI from its regulatory capital as permitted by the regulatory capital and liquidity rule beginning January 1, 2020. In accordance with ASC 320 and as of January 1, 2020, the Company transferred all of its investment securities designated as HTM to the AFS category without tainting our intent to hold other debt securities to maturity. At the date of transfer, these securities had a total amortized cost of $134.7 billion and a total net unrealized gain of $1.4 billion.




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of The Charles Schwab Corporation:Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of The Charles Schwab Corporation and subsidiaries (the "Company"“Company”) as of December 31, 20192021 and 2018,2020, the related consolidated statements of income, comprehensive income, stockholdersstockholders’' equity, and cash flows, for each of the three years in the period ended December 31, 2019,2021, and the related notes (collectively referred to as the "financial statements"“financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20192021 and 2018,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2021, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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THE CHARLES SCHWAB CORPORATION
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Critical Audit MatterMatters

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relatesrelate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Asset Management and Administration Fees (AMAF) and Trading Revenue – Refer to Note 34 to the financial statements

Critical Audit Matter Description
Revenues
Net revenues from asset management and administrative fees (AMAF) are generated through proprietary, third-party mutual fund and exchange-traded funds (ETFs)(ETF) offerings, as well as fee-based advisory solutions. Trading revenue is generated through commissions earned for executing trades for clients in individual equities, options, fixed income securities, and certain third-party mutual funds and ETFs. Both AMAF and trading revenue isrevenues are made up of a significant volume of low-dollar transactions, and usesuse automated systems to process and record revenue from these transactions based on underlying information sourced from multiple systems. The processingsystems and recording of revenue is highly automated and is based on contractual terms with individual investors and third-party mutual funds and investment advisors. As of December 31, 2019, total net revenue was $10.7 billion, of which $3.8 billion is AMAF and trading revenue.funds.

Given that the Company’s process to record revenue is highly automated and involves multiple systems and databases, auditing these revenue streams was complex and challenging due to the extent of audit effort required and involvement of professionals with expertise in information technology (IT) which was necessary for us to identify, test, and evaluate the Company’s systems.systems, software applications, and automated controls.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s systems to process the AMAF and trading revenue transactions included the following, among others:
With the assistance of our IT specialists, we:
Identified the significant systems used to process revenue transactions and, using a risk-based approach, tested the relevant general IT controls over each of these systems.
Performed testing of automated business controls and system interface controls (including batch processing) within the relevant revenue streams, as well as the controls designed to ensure the accuracy and completeness of revenue.
Identified the significant systems used to process revenue transactions and, using a risk-based approach, tested the relevant general IT controls over each of these systems.
Performed testing of automated business controls and system interface controls (including batch processing) within the relevant revenue streams.
We tested internal controls within the relevant revenue business processes, including those in place to reconcile the various systems to the Company’s general ledger.
We performed testing of controls addressing the accuracy and completeness of reports used in the performance of controls.
With the assistance of our data specialists, we created data visualizations to evaluate recorded revenue and evaluate trends in the revenue data.
For a sample of revenue transactions, we performed detail transaction testing by agreeing the amounts recognized to contractual agreements and testing the mathematical accuracy of the recorded revenue and agreeing inputs to the calculation to contractual agreements.revenue.
WeFor a sample of accounts, we tested the amountaccuracy and completeness of client assets under management by obtaining quoted market pricesindependent pricing support and reconciling total positions to third-party statements.


/s/ DELOITTE & TOUCHE LLP
San Francisco, California  
Dallas, Texas
February 26, 2020  24, 2022

We have served as the Company's auditor since 1976.
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THE CHARLES SCHWAB CORPORATION


Management’s Report on Internal Control Over Financial Reporting

Management of The Charles Schwab Corporation, together with its subsidiaries (the Company), is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of and effected by the Company’s chief executive officerChief Executive Officer and chief financial officerChief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2019,2021, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company’s internal control over financial reporting was effective as of December 31, 2019.2021.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

The Company’s internal control over financial reporting as of December 31, 2019,2021, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the previous page.
pages.

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THE CHARLES SCHWAB CORPORATION


Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None. 


Item 9A.    Controls and Procedures

Evaluation of disclosure controls and procedures: The management of the Company, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2019.2021. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2019.2021.

Changes in internal control over financial reporting:reporting: No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) was identified during the quarter ended December 31, 2019,2021, that has materially affected, or is reasonablyreasonable likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm are included in Item 8.


Item 9B.     Other Information

None.


Item 9C.     Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.


PART III

Item 10.Directors, Executive Officers, and Corporate Governance
Item 10.    Directors, Executive Officers, and Corporate Governance

The information relating to directors of CSC required to be furnished pursuant to this item is incorporated by reference from portions of the Company’s definitive proxy statement for its annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A by April 30, 20202022 (the Proxy Statement) under “Members of the Board of Directors,” “Board Structure and Committees,” and “Director Nominations.” The Company’s Code of Conduct and Business Ethics, applicable to directors and all employees, including senior financial officers, is available on the Company’s website at https://www.aboutschwab.com/governance. If the Company makes any amendments to or grants any waivers from its Code of Conduct and Business Ethics, which are required to be disclosed pursuant to the Securities Exchange Act of 1934, the Company will make such disclosures on this website.



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THE CHARLES SCHWAB CORPORATION


Schwab Executive Officers of the Registrant

The following table provides certain information about each of the Company’s executive officers as of December 31, 2019.
2021.
Executive Officers of the Registrant
Executive Officers of the RegistrantNameAgeTitle
NameAgeTitle
Charles R. Schwab8284Chairman of the Board
Walter W. Bettinger II5961President and Chief Executive Officer
Richard A. Wurster48President
Bernard J. Clark6163Executive Vice President –Managing Director, Head of Advisor Services
Jonathan M. Craig4850Senior Executive Vice PresidentManaging Director, Head of Investor Services & Marketing
Peter B. Crawford5153Executive Vice President andManaging Director, Chief Financial Officer
Joseph R. Martinetto5759Senior Executive Vice President andManaging Director, Chief Operating Officer
Peter J. Morgan III5557Executive Vice President,Managing Director, General Counsel and Corporate Secretary
Nigel J. Murtagh5658Executive Vice President – CorporateManaging Director, Chief Risk Officer

Mr. Schwab has been Chairman of the Board and a director of CSC since its incorporation in 1986. He also served as Chief Executive Officer of CSC from 1986 to 1997 and as Co-Chief Executive Officer from 1998 until 2003. He was re-appointed Chief Executive Officer in 2004 and served in that role until 2008. He served as Chairman of the Board and a director of CS&Co until 2018. Mr. Schwab is also Chairman of CSB.

Mr. Bettinger has been President and Chief Executive Officer of CSC since 2008. He serves on the Board of Directors of CSC, and CSB, and TD Ameritrade Holding Corporation, and is Chairman of CS&Co, as well as Chairman and trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust, all registered investment companies and affiliates of CSC. Mr. Bettinger served as Director, President and Chief OperatingExecutive Officer of CS&Co from 2008 until October 2021. Mr. Bettinger served as President of CSC from 2007 to 2021, CSC Chief Operating Officer from 2007 until 2008, and as Executive Vice President and President – Schwab Investor Services of CSC and CS&Co from 2005 to 2007. Mr. Bettinger joined Schwab in 1995.

Mr. Wurster has been President of CSC and CS&Co since October 2021. He served as CEO of Charles Schwab Investment Management, Inc. from 2019 to 2021 and CEO of Charles Schwab Investment Advisory, Inc. from 2018 to 2021. Mr. Wurster was CEO of ThomasPartners, Inc. and Windhaven Investment Management, Inc., subsidiaries of CSC, from 2016 to 2018. Mr. Wurster joined Schwab in 2016.

Mr. Clark has been Managing Director since 2022 and Executive Vice President – Advisor Services of CSC since 2012. Mr. Clark has served as Executive Vice President – Advisor Services of CS&Co since 2010. From 2006 until 2010, Mr. Clark served as Senior Vice President – Schwab Institutional Sales of CS&Co. Mr. Clark joined Schwab in 1998.

Mr. Craig has been Managing Director, Head of Investor Services and Marketing since 2022. Prior to that he served as Senior Executive Vice President of CSC and CS&Co since 2018. He served asfrom 2018 to 2021, Executive Vice President – Client and Marketing Solutions for CSC from 2017 until 2018 and served as Executive Vice President and Chief Marketing Officer of CS&Co from 2012 until 2018. Mr. Craig joined Schwab in 2000.

Mr. Crawford has been Managing Director since 2022 and Executive Vice President and Chief Financial Officer of CSC and CS&Co since 2017. Prior to his appointment as Chief Financial Officer, Mr. Crawford was Executive Vice President of Finance from 2015 to 2017. He served as Senior Vice President of Schwab’s asset management and client solutions organization from 2008 to 2015. He joined the Board of Directors of TD Ameritrade Holding Corporation in 2020, and has served on the Board of Directors of CS&Co since 2018. Mr. Crawford joined Schwab in 2001.

Mr. Martinetto has been Managing Director since 2022, Senior Executive Vice President of CSC and CS&Co since 2015, and Chief Operating Officer of CSC and CS&Co since 2018. He served as Chief Financial Officer of CSC and CS&Co from 2007 until 2017, and Executive Vice President of CSC and CS&Co from 2007 until 2015. He also serves on the Board of Directors of CS&Co and CSB.TD Ameritrade Holding Corporation; he served on the Board of Directors of CSB from 2010 until 2020. Additionally, Mr. Martinetto is a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust. Mr. Martinetto joined Schwab in 1997.

Mr. Morgan was appointedhas been Managing Director since 2022, and served as Executive Vice President, General Counsel and Corporate Secretary of CSC in Octobersince 2019. He servedalso serves as Acting HeadExecutive Vice President & Corporate Secretary of Legal Services for CSC from April 2019 to October 2019. Mr. Morgan served asCS&Co; he was Senior
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THE CHARLES SCHWAB CORPORATION

Vice President and Deputy General Counsel of CS&Co from 2009.2009 to January 2020. He was appointedhas served as General Counsel of CSB since 2009, including as Executive Vice President and General Counsel of CSB in Decembersince 2019, servedand as Senior Vice President and General Counsel of CSB infrom 2015 and served as General Counsel of CSB from 2009.to 2019. Mr. Morgan joined Schwab in 1999.

Mr. Murtagh has been Managing Director since 2022 and Executive Vice President – Corporate Risk and Chief Risk Officer since 2012. He served as Senior Vice President and Chief Credit Officer of CS&Co from 2002 until 2012 and of CSC from 2008 until 2012 when he was also Head of Fixed Income Research for Charles Schwab Investment Management. Mr. Murtagh joined Schwab in 2000.



THE CHARLES SCHWAB CORPORATIONItem 11.    Executive Compensation


Item 11.Executive Compensation

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement under “Compensation Discussion and Analysis,” “Executive Compensation Tables – 20192021 Summary Compensation Table,” “Executive Compensation Tables – 20192021 Grants of Plan-Based Awards Table,” “Executive Compensation Tables – Narrative to Summary Compensation and Grants of Plan-Based Awards Tables,” “Executive Compensation Tables – 20192021 Termination and Change in Control Benefits Table,” “Executive Compensation Tables – Outstanding Equity Awards as of December 31, 2019,2021,” “Executive Compensation Tables – 20192021 Option Exercises and Stock Vested Table,” “Executive Compensation Tables – 20192021 Nonqualified Deferred Compensation Table,” “Director Compensation,” and “Compensation Committee Interlocks and Insider Participation.” In addition, the information from a portion of the Proxy Statement under “Compensation Committee Report,” is incorporated by reference from the Proxy Statement and furnished on this Form 10-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.


Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management,”Management” and “Securities Authorized for Issuance under Equity Compensation Plans.”


Item 13.Certain Relationships and Related Transactions, and Director Independence
Item 13.    Certain Relationships and Related Transactions, and Director Independence

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement under “Transactions with Related Persons” and “Director Independence.”


Item 14.Principal Accountant Fees and Services
Item 14.    Principal Accountant Fees and Services

The information required to be furnished pursuant to this item is incorporated by reference from a portion of the Proxy Statement under “Auditor Fees.”



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THE CHARLES SCHWAB CORPORATION


PART IV

Item 15.Exhibits, Financial Statement Schedules
Item 15.    Exhibits, Financial Statement Schedules

(a)  Documents filed as part of this Report

1. Financial Statements

The financial statements and independent auditors’ report are included in Item 8 and are listed below:

Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm

2. Financial Statement Schedules

Other financial statement schedules required pursuant to this Item are omitted because of the absence of conditions under which they are required or because the information is included in the Company’s consolidated financial statements and notes in Item 8.
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THE CHARLES SCHWAB CORPORATION


(b)  Exhibits

The exhibits listed below are filed as part of this annual report on Form 10-K.
Exhibit
Number
Exhibit 
2.1 
   
3.11 
   
3.14 
   
3.15 
   
3.17 
   
3.18 
   
3.19 
   
3.20 
   
4.2 
   
4.3 
   
4.4 
   
4.5 
   
4.6(1)
   
4.7Neither the Registrant nor its subsidiaries are parties to any instrument with respect to long-term debt for which securities authorized thereunder exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. Copies of instruments with respect to long-term debt of lesser amounts will be provided to the SEC upon request. 
   
10.4Form of Release Agreement dated as of March 31, 1987 among BAC, Registrant, Schwab Holdings, Inc., Charles Schwab & Co., Inc., and former shareholders of Schwab Holdings, Inc., filed as the identically-numbered exhibit to Registrant’s Registration Statement No. 33-16192 on Form S-1 and incorporated herein by reference. 
   
Exhibit
Number
Exhibit
2.1
2.2
3.11
3.11(i)
3.14
3.14(i)
3.15
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
4.3
4.4
4.5

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THE CHARLES SCHWAB CORPORATION


Exhibit NumberExhibit
4.6
4.7
4.8
4.9
4.10
4.11Neither the Registrant nor its subsidiaries are parties to any instrument with respect to long-term debt for which securities authorized thereunder exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. Copies of instruments with respect to long-term debt of lesser amounts will be provided to the SEC upon request.
10.4Form of Release Agreement dated as of March 31, 1987 among BAC, Registrant, Schwab Holdings, Inc., Charles Schwab & Co., Inc., and former shareholders of Schwab Holdings, Inc., filed as the identically-numbered exhibit to Registrant’s Registration Statement No. 33-16192 on Form S-1 and incorporated herein by reference. 
10.57Registration Rights and Stock Restriction Agreement, dated as of March 31, 1987, between the Registrant and the holders of the Common Stock, filed as Exhibit 4.23 to Registrant’s Registration Statement No. 33-16192 on Form S-1 and incorporated herein by reference. 
10.72 
10.271(2)
10.272(2)
10.314(2)
10.338(2)
10.349(2)
10.362(2)
10.389(2)
10.402(2)
10.403(2)
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Exhibit
Number
Exhibit 
10.57Registration Rights and Stock Restriction Agreement, dated as of March 31, 1987, between the Registrant and the holders of the Common Stock, filed as Exhibit 4.23 to Registrant’s Registration Statement No. 33-16192 on Form S-1 and incorporated herein by reference. 
   
10.72 
   
10.271(2)
   
10.272(2)
   
10.314(2)
   
10.338(2)
   
10.349(2)
   
10.362(2)
   
10.381(2)
   
10.382(2)
   
10.383(2)
   
10.384(2)
   
10.385(2)
   
10.386(2)
   
10.389(2)
   
10.390(2)
   
10.391(2)
   


THE CHARLES SCHWAB CORPORATION


Exhibit NumberExhibit
10.404(2)
10.405
10.406
10.407
10.407(i)
10.407(ii)
10.408(2)
10.409(2)
10.410(2)
10.412(2)
10.413(2)
10.414(2)
10.415(2)
10.418
10.419
10.420
- 128 -

Exhibit
Number
Exhibit 
10.392 
   
10.393(2)
   
10.394(2)
   
10.395 
   
10.396(2)
   
10.397(2)
   
10.398(2)
   
10.399(2)
   
10.401(2)
   
10.402(2)
   
10.403(2)
   
10.404(2)
   
10.405 
   
10.406 
   
10.407 


THE CHARLES SCHWAB CORPORATION


Exhibit
Number
Exhibit Exhibit NumberExhibit
10.42310.423(2)
  
10.408(1),(2)
10.42410.424(2)
  
10.409(1),(2)
10.42510.425
10.42610.426(2)
10.42710.427(2)
10.42810.428(2)
  
21.1 21.1
  
23.1 23.1
  
31.1 31.1 
  
31.2 31.2 
  
32.1(1)32.1(1)
  
32.2(1)32.2(1)
  
101.INSXBRL Instance Document(3)101.INSInline XBRL Instance Document(3)
  
101.SCHXBRL Taxonomy Extension Schema(3)101.SCHInline XBRL Taxonomy Extension Schema(3)
  
101.CALXBRL Taxonomy Extension Calculation(3)101.CALInline XBRL Taxonomy Extension Calculation(3)
  
101.DEFXBRL Extension Definition(3)101.DEFInline XBRL Extension Definition(3)
  
101.LABXBRL Taxonomy Extension Label(3)101.LABInline XBRL Taxonomy Extension Label(3)
  
101.PREXBRL Taxonomy Extension Presentation(3)101.PREInline XBRL Taxonomy Extension Presentation(3)
  
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  
(1)Furnished as an exhibit to this annual report on Form 10-K. (1)Furnished as an exhibit to this annual report on Form 10-K. 
  
(2)Management contract or compensatory plan. (2)Management contract or compensatory plan. 
  
(3)Attached as Exhibit 101 to this Annual Report on Form 10-K for the annual period ended December 31, 2019, are the following materials formatted in XBRL (Extensible Business Reporting Language) (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Consolidated Financial Statements. (3)Attached as Exhibit 101 to this Annual Report on Form 10-K for the annual period ended December 31, 2021, are the following materials formatted in XBRL (Extensible Business Reporting Language) (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Consolidated Financial Statements. 
* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Schwab agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request. 

** Certain confidential information contained in this agreement has been omitted because it is not material and would be competitively harmful if publicly disclosed.


Item 16.    Form 10-K Summary

None.


- 129 -


THE CHARLES SCHWAB CORPORATION


Item 16.Form 10-K Summary

None.



THE CHARLES SCHWAB CORPORATION


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 26, 2020.24, 2022.

THE CHARLES SCHWAB CORPORATION
(Registrant)
BY:/s/ Walter W. Bettinger II
Walter W. Bettinger II
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on February 26, 2020.24, 2022.
Signature / TitleSignature / Title
Signature / TitleSignature / Title
/s/ Walter W. Bettinger II/s/ Peter Crawford
Walter W. Bettinger II,Peter Crawford,
President and Chief Executive Officer
and Director
Managing Director, Executive Vice President,

  and Chief Financial Officer

  (principal financial and accounting officer)
/s/ Charles R. Schwab/s/ John K. Adams, Jr.
Charles R. Schwab, Chairman of the BoardJohn K. Adams, Jr., Director
/s/ Marianne C. Brown/s/ Joan T. Dea/s/ Christopher V. Dodds
Marianne C. Brown, DirectorJoan T. Dea, DirectorChristopher V. Dodds, Director
/s/ Stephen A. Ellis/s/ Mark A. Goldfarb
Stephen A. Ellis, DirectorMark A. Goldfarb, Director
/s/ William S. Haraf/s/ Frank C. Herringer
William S. Haraf, DirectorFrank C. Herringer, Director
/s/ Stephen T. McLin/s/ Charles A. Ruffel
Stephen T. McLin, DirectorCharles A. Ruffel, Director
/s/ Arun Sarin/s/ Paula A. Sneed
Arun Sarin, DirectorPaula A. Sneed, Director
/s/ Roger O. Walther
Roger O. Walther, Director




THE CHARLES SCHWAB CORPORATION


/s/ Christopher V. Dodds/s/ Stephen A. Ellis
Christopher V. Dodds, DirectorStephen A. Ellis, Director
/s/ Mark A. GoldfarbSTATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES/s/ William S. Haraf
Mark A. Goldfarb, DirectorWilliam S. Haraf, Director
The following table outlines the information required by the SEC’s Industry Guide 3, “Statistical Disclosure by Bank Holding Companies,” which is presented at the consolidated holding company level.
/s/ Frank C. Herringer/s/ Brian M. Levitt
Frank C. Herringer, DirectorBrian M. Levitt, Director
/s/ Gerri K. Martin-FlickingerRequired DisclosurePage/s/ Bharat B. Masrani
Gerri K. Martin-Flickinger, DirectorDistribution of Assets, Liabilities and Stockholders’ Equity; Interest Rates and Interest DifferentialF-2 – F-3Bharat B. Masrani, Director
Investment PortfolioF-4
/s/ Todd M. RickettsRisk Elements – Cross-border HoldingsF-4/s/ Charles A. Ruffel
Todd M. Ricketts, DirectorLoan PortfolioF-5Charles A. Ruffel, Director
Summary of Loan Loss ExperienceF-6
/s/ Arun SarinDepositsF-6/s/ Paula A. Sneed
Arun Sarin, DirectorReturn on Equity and AssetsF-6Paula A. Sneed, Director

- 130 -

THE CHARLES SCHWAB CORPORATION
SUPPLEMENTAL INFORMATION
DisclosurePage
Average Balance Sheets and Net Interest RevenueF-2
Analysis of Changes in Net Interest RevenueF-3
Bank Loan PortfolioF-4
Allowance for Credit Losses on Bank LoansF-4 - F5
Bank DepositsF-5
໿໿

F-1


THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data (Unaudited)
(Dollars in Millions)


TheAs a savings and loan holding company, the Company provides the following supplemental financial data is consistent with the Securities Exchange Actinformation pursuant to Subpart 1400 of 1934, Industry Guide 3 – Statistical Disclosure by Bank Holding Companies (Guide 3).Regulation S-K. Other information required by Guide 3Subpart 1400 of Regulation S-K is presented throughout this Annual Report on Form 10-K.

1.Three-year Net Interest Revenue and Average Balances
For the Year Ended December 31,2019 2018 2017
 Average   Average Average   Average Average   Average
 Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets:                 
Cash and cash equivalents$23,512
 $518
 2.17% $17,783
 $348
 1.93% $9,931
 $109
 1.10%
Cash and investments segregated15,694
 345
 2.17% 11,461
 206
 1.78% 18,525
 166
 0.90%
Broker-related receivables376
 7
 1.87% 303
 6
 2.09% 430
 3
 0.70%
Receivables from brokerage clients19,270
 821
 4.20% 19,870
 830
 4.12% 16,269
 575
 3.53%
Available for sale securities (1)
58,181
 1,560
 2.67% 54,542
 1,241
 2.26% 53,040
 815
 1.54%
Held to maturity securities134,708
 3,591
 2.65% 131,794
 3,348
 2.53% 103,599
 2,354
 2.27%
Bank loans (2)
16,832
 584
 3.47% 16,554
 559
 3.37% 15,919
 472
 2.97%
Total interest-earning assets268,573
 7,426
 2.75% 252,307
 6,538
 2.57% 217,713
 4,494
 2.06%
Other interest revenue  154
     142
     130
  
Total interest-earning assets268,573
 7,580
 2.80% 252,307
 6,680
 2.63% 217,713
 4,624
 2.12%
Non-interest-earning assets (3,4)
11,183
     11,681
     9,968
    
Total assets$279,756
     $263,988
     $227,681
    
                  
Liabilities and Stockholders’ Equity:                 
Bank deposits$212,605
 $700
 0.33% $199,139
 $545
 0.27% $163,998
 $148
 0.09%
Payables to brokerage clients24,353
 79
 0.33% 21,178
 56
 0.27% 25,403
 16
 0.06%
Short-term borrowings (5)
17
 
 2.36% 3,359
 54
 1.59% 3,503
 41
 1.17%
Long-term debt7,199
 258
 3.58% 5,423
 190
 3.50% 3,431
 119
 3.47%
Total interest-bearing liabilities244,174
 1,037
 0.42% 229,099
 845
 0.37% 196,335
 324
 0.17%
Other interest expense  27
     12
     18
  
Non-interest-bearing liabilities (3,6)
14,170
     14,883
     13,787
    
Total liabilities (7)
258,344
 1,064
 0.39% 243,982
 857
 0.34% 210,122
 342
 0.15%
Stockholders’ equity (3)
21,412
     20,006
     17,559
    
Total liabilities and stockholders’ equity$279,756
     $263,988
     $227,681
    
                  
Net interest revenue  $6,516
     $5,823
     $4,282
  
Net yield on interest-earning assets    2.41%     2.29%     1.97%
1.    Average Balance Sheets and Net Interest Revenue
For the Year Ended December 31,202120202019
AverageAverageAverageAverageAverageAverage
BalanceInterestRateBalanceInterestRateBalanceInterestRate
Assets:
Cash and cash equivalents$40,325 $40 0.10 %$39,052 $120 0.30 %$23,512 $518 2.17 %
Cash and investments segregated43,942 24 0.05 %34,100 141 0.41 %15,694 345 2.17 %
Receivables from brokerage clients77,768 2,455 3.11 %28,058 848 2.97 %19,270 821 4.20 %
Available for sale securities (1,2)
357,122 4,641 1.30 %253,555 4,537 1.78 %58,181 1,560 2.67 %
Held to maturity securities (2)
— — — — — — 134,708 3,591 2.65 %
Bank loans (3)
28,789 620 2.15 %20,932 545 2.60 %16,832 584 3.47 %
Total interest-earning assets547,946 7,780 1.41 %375,697 6,191 1.64 %268,197 7,419 2.75 %
Securities lending revenue720 334 147 
Other interest revenue14 
Total interest-earning assets547,946 8,506 1.54 %375,697 6,531 1.73 %268,197 7,580 2.80 %
Non-interest-earning assets (4,5)
41,930 38,608 11,559 
Total assets$589,876 $414,305 $279,756 
Liabilities and Stockholders’ Equity:
Bank deposits$381,549 $54 0.01 %$291,206 $93 0.03 %$212,605 $700 0.33 %
Payables to brokerage clients91,667 0.01 %46,347 12 0.02 %24,353 79 0.33 %
Short-term borrowings (6)
3,040 0.30 %89 — 0.20 %17 — 2.36 %
Long-term debt17,704 384 2.17 %8,992 289 3.22 %7,199 258 3.58 %
Total interest-bearing liabilities493,960 456 0.09 %346,634 394 0.11 %244,174 1,037 0.42 %
Securities lending expense24 33 38 
Other interest expense(4)(9)(11)
Non-interest-bearing liabilities (4,7)
39,182 32,486 14,170 
Total liabilities (8)
533,142 476 0.09 %379,120 418 0.11 %258,344 1,064 0.39 %
Stockholders’ equity (4)
56,734 35,185 21,412 
Total liabilities and stockholders’ equity$589,876 $414,305 $279,756 
Net interest revenue$8,030 $6,113 $6,516 
Net yield on interest-earning assets1.45 %1.62 %2.41 %
(1) Amounts calculated based on amortized cost.
(2) On January 1, 2020, the Company transferred all of its investment securities designated as HTM to the AFS category, as described in Item 8 – Note 6.
(3) Includes average principal balances of nonaccrual loans.
(3)(4) Average balance calculation based on month end balances.
(4)(5) Non-interest-earning assets include equipment, office facilities, and property – net, goodwill, acquired intangible assets – net, and other assets that do not generate interest income.
(5)(6) Interest revenue or expense was less than $500,000$500 thousand in the period or periods presented.
(6)(7) Non-interest-bearing liabilities consist of other liabilities that do not generate interest expense.
(7)(8)Average rate calculation based on total funding sources.



F-2


THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data (Unaudited)
(Dollars in Millions)

2.      Analysis of Changes in Net Interest Revenue

2.Analysis of Change in Net Interest Revenue

An analysis of the year-to-year changes in the categories of interest revenue and interest expense resulting from changes in volume and rate is as follows:
2019 Compared to 2018
Increase (Decrease) Due to
Change in:
 2018 Compared to 2017
Increase (Decrease) Due to
Change in:
2021 Compared to 2020
Increase (Decrease) Due to
Change in:
2020 Compared to 2019
Increase (Decrease) Due to
Change in:
Average
Volume
 Average
Rate
 Total Average
Volume
 Average
Rate
 TotalAverage
Volume
Average
Rate
TotalAverage
Volume
Average
Rate
Total
Interest-earning assets:           Interest-earning assets:      
Cash and cash equivalents (1)
$111
 $59
 $170
 $86
 $153
 $239
Cash and cash equivalents (1)
$$(84)$(80)$337 $(735)$(398)
Cash and investments segregated75
 64
 139
 (64) 104
 40
Cash and investments segregated40 (157)(117)399 (603)(204)
Broker-related receivables2
 (1) 1
 (1) 4
 3
Receivables from brokerage clients(25) 16
 (9) 127
 128
 255
Receivables from brokerage clients1,476 131 1,607 369 (342)27 
Available for sale securities (2)
82
 237
 319
 23
 403
 426
Held to maturity securities74
 169
 243
 640
 354
 994
Bank loans (3)
9
 16
 25
 19
 68
 87
Available for sale securities (2,3)
Available for sale securities (2,3)
1,843 (1,739)104 5,237 (2,260)2,977 
Held to maturity securities (3)
Held to maturity securities (3)
— — — (3,591)— (3,591)
Bank loans (4)
Bank loans (4)
204 (129)75 142 (181)(39)
Securities lending revenueSecurities lending revenue— 386 386 — 187 187 
Other interest revenue
 12
 12
 
 12
 12
Other interest revenue— — — — (8)(8)
Total interest-earning assets$328
 $572
 $900
 $830
 $1,226
 $2,056
Total interest-earning assets$3,567 $(1,592)$1,975 $2,893 $(3,942)$(1,049)
Interest-bearing sources of funds:           Interest-bearing sources of funds:      
Bank deposits$36
 $119
 $155
 $32
 $365
 $397
Bank deposits$27 $(66)$(39)$259 $(866)$(607)
Payables to brokerage clients9
 14
 23
 (3) 43
 40
Payables to brokerage clients(12)(3)73 (140)(67)
Short-term borrowings(53) (1) (54) (2) 15
 13
Short-term borrowings(2)— 
Long-term debt62
 6
 68
 69
 2
 71
Long-term debt281 (186)95 64 (33)31 
Securities lending expenseSecurities lending expense— (9)(9)— (5)(5)
Other interest expense
 15
 15
 
 (6) (6)Other interest expense— — 
Total sources on which interest is paid54
 153
 207
 96
 419
 515
Total sources on which interest is paid323 (265)58 398 (1,044)(646)
Change in net interest revenue$274
 $419
 $693
 $734
 $807
 $1,541
Change in net interest revenue$3,244 $(1,327)$1,917 $2,495 $(2,898)$(403)
Changes that are not due solely to volume or rate have been allocated to rate.
(1) Includes deposits with banks and short-term investments.
(2) Amounts have been calculated based on amortized cost.
(3)On January 1, 2020, the Company transferred all of its investment securities designated as HTM to the AFS category, as described in Item 8 – Note 6.
(4) Includes average principal balances of nonaccrual loans.



F-3


THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data (Unaudited)
(Dollars in Millions)


3.
InvestmentSecurities

3.    Bank Loan Portfolio
The amortized cost, gross unrealized gains and losses, and fair value of AFS and HTM securities for 2017 are as follows:
December 31, 2017Amortized
Cost
 Gross Unrealized
Gains
 Gross Unrealized
Losses
 Fair
Value
Available for sale securities:       
U.S. agency mortgage-backed securities$20,915
 $53
 $39
 $20,929
U.S. Treasury securities9,583
 
 83
 9,500
Asset-backed securities9,019
 34
 6
 9,047
Corporate debt securities6,154
 16
 1
 6,169
Certificates of deposit2,040
 2
 1
 2,041
U.S. agency notes1,914
 
 8
 1,906
Commercial paper313
 
 
 313
Foreign government agency securities51
 
 1
 50
Non-agency commercial mortgage-backed securities40
 
 
 40
Total available for sale securities$50,029
 $105
 $139
 $49,995
Held to maturity securities:       
U.S. agency mortgage-backed securities$101,197
 $290
 $1,034
 $100,453
Asset-backed securities12,937
 127
 2
 13,062
Corporate debt securities4,078
 13
 5
 4,086
U.S. state and municipal securities1,247
 57
 
 1,304
Non-agency commercial mortgage-backed securities994
 10
 5
 999
U.S. Treasury securities223
 
 3
 220
Certificates of deposit200
 
 
 200
Foreign government agency securities50
 
 1
 49
Total held to maturity securities$120,926
 $497
 $1,050
 $120,373

For additional information on 2019 and 2018 investment securities, see Item 8 – Note 5.

As of December 31, 2019, with exception of holdings of securities issued by the U.S. Government and U.S. Government agencies and corporations, the Company held no investment securities from single issuers with aggregate book values in excess of ten percent of stockholders’ equity.


໿
4.Cross-border Holdings

The below information describes Schwab’s cross-border holdings, based on fair value, as of December 31, 2019, 2018, and 2017. Such holdings, by country, that exceed 0.75% of total assets are disclosed separately.
December 31, 2019Banks and other
financial institutions
 Commercial and
industrial institutions
 TotalExposure as a %
of total assets
Country:      
France$3,103
 $
 $3,103
1.1%
December 31, 2018Banks and other
financial institutions
 Commercial and
industrial institutions
 TotalExposure as a %
of total assets
Country:      
France$2,793
 $
 $2,793
0.9%

There were no cross-border holdings that exceeded 0.75% of total assets at December 31, 2017.


THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data (Unaudited)
(Dollars in Millions)


5.Bank Loans and Related Allowance for Loan Losses

The composition of the loan portfolio is as follows:
December 31,2019 2018 2017 2016 2015
First Mortgages$11,704
 $10,384
 $10,016
 $9,134
 $8,334
HELOCs1,117
 1,505
 1,943
 2,350
 2,735
Pledged asset lines5,206
 4,561
 4,369
 3,851
 3,232
Other203
 180
 176
 94
 64
Total bank loans$18,230
 $16,630
 $16,504
 $15,429
 $14,365

An analysis of nonaccrual loans is as follows:
December 31,2019 2018 2017 2016 2015
Nonaccrual loans$22
 $21
 $28
 $26
 $28
Average nonaccrual loans$21
 $25
 $27
 $27
 $30

There were no loans accruing interest that were contractually 90 days or more past due as of any period presented.

Changes in the allowance for loan losses were as follows:
December 31,2019 2018 2017 2016 2015
Balance at beginning of year$21
 $26
 $26
 $31
 $42
Charge-offs
 (1) (3) (2) (3)
Recoveries2
 2
 3
 2
 3
Provision for loan losses(5) (6) 
 (5) (11)
Balance at end of year$18
 $21
 $26
 $26
 $31
The maturities of the bank loan portfolio are as follows:described below:
December 31, 2019Within
1 year
 After 1 year
through
5 years
 After
5 years
 Total
December 31, 2021December 31, 2021Within
1 year
After 1 year
through
5 years
After
5 years through 15 years
After 15 yearsTotal
Residential real estate:Residential real estate:
First Mortgages (1)
$
 $1
 $11,703
 $11,704
$— $$1,575 $19,511 $21,090 
HELOCs (2)
551
 236
 330
 1,117
295 137 216 — 648 
Total residential real estateTotal residential real estate295 141 1,791 19,511 21,738 
Pledged asset lines1,832
 3,374
 
 5,206
Pledged asset lines11,373 1,336 — — 12,709 
Other7
 192
 4
 203
Other197 — 207 
Total$2,390
 $3,803
 $12,037
 $18,230
Total$11,673 $1,674 $1,796 $19,511 $34,654 
(1) Note:Maturities in the above table are based upon the contractual terms of the loans.
(2) Maturities The maturities for HELOCs are based on an initial draw period of ten years.

The interest sensitivity of loans with contractual maturities in excess of one year is as follows:
December 31, 2021After 1 year
through
5 years
After
5 years through 15 years
After 15 years
Loans with floating or adjustable interest rates
Residential real estate:
First Mortgages$— $32 $17,058 
HELOCs137 216 — 
Total residential real estate137 248 17,058 
Pledged asset lines1,336 — — 
Other— 
Total loans with floating or adjustable interest rates1,474 250 17,058 
Loans with predetermined interest rates
Residential real estate:
First Mortgages$$1,543 $2,453 
HELOCs— — — 
Total residential real estate1,543 2,453 
Pledged asset lines— — — 
Other196 — 
Total loans with predetermined interest rates200 1,546 2,453 
Total$1,674 $1,796 $19,511 


4.    Allowance for Credit Losses on Bank Loans
December 31, 2019After
1 year
Loans with floating or adjustable interest rates$14,546
Loans with predetermined interest rates1,294
Total$15,840


The following table presents several credit ratios related to the Company’s bank loans portfolio. See Item 8 – Note 7 for the values underlying these ratios:

December 31,20212020
Allowance for credit losses to total year-end loans0.05 %0.13 %
Nonaccrual loans to total year-end loans0.10 %0.37 %
Allowance for credit losses to total nonaccrual year-end loans51 %34 %

F-4


THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data (Unaudited)
(Dollars in Millions)

The following table presents information regarding average loans outstanding during the period and the ratio of net charge-offs (recoveries) during the period to average loans outstanding:
Year ended December 31,202120202019
Average loansNet charge-offs (recoveries) to average loansAverage loansNet charge-offs (recoveries) to average loansAverage loansNet charge-offs (recoveries) to average loans
Residential real estate:
First Mortgages$17,673 — $13,635 (.01)%$10,610 (.01)%
HELOCs731 (.14)%981 — 1,306 (.08)%
Total residential real estate18,404 (.01)%14,616 (.01)%11,916 (.02)%
Pledged asset lines10,201 — 6,125 — 4,746 — 
Other184 .54 %191 — 170 — 
Total$28,789 — $20,932 — $16,832 (.01)%

6.Summary of Loan Loss on Banking Loans Experience
The increase in the Company’s average loan portfolio in the periods presented has been driven by growth in First Mortgages and PALs. Growth in these loan types is due in large part to the low interest rate environment seen throughout the periods presented and Schwab’s overall growth in client accounts and net new client assets.

The following table presents the allocation of the allowance for credit losses for bank loans and loans by category as a percentage of total bank loans:
December 31,20212020
Allowance for Credit LossesPercent of loans to total loansAllowance for Credit LossesPercent of loans to total loans
Residential real estate:
First Mortgages$13 60 %$22 62 %
HELOCs%%
Total residential real estate15 62 %27 66 %
Pledged asset lines— 37 %— 33 %
Other%%
Total$18 100 %$30 100 %


5.    Bank Deposits
December 31,2019 2018 2017 2016 2015
Average loans$16,832
 $16,554
 $15,919
 $14,715
 $13,973
Allowance to year end loans.10% .13% .16% .17% .21%
Allowance to nonperforming loans82% 100% 93% 101% 110%
Nonperforming assets to average loans and real estate owned.14% .14% .20% .21% .26%


7.Bank Deposits

The following table presents the average amount of and the average rate paid on deposit categories that are in excess of ten percent of average total deposits from banking clients:bank deposits:
December 31,20212020
AmountRateAmountRate
Analysis of average daily deposits:    
Money market and other savings deposits$349,665 0.01 %$271,534 0.03 %
December 31,2019 2018 2017
 AmountRate AmountRate AmountRate
Analysis of average daily deposits:        
Money market and other savings deposits$197,788
0.33% $184,039
0.28% $148,679
0.09%


AtAs of December 31, 2019, there2021 and 2020, uninsured bank deposits totaled approximately $134.8 billion and $89.3 billion, respectively.

As of December 31, 2021, the Company’s bank deposits did not include any time deposits that were no certificatesin excess of deposit of $100,000FDIC insurance limits or more included in bank deposits.otherwise uninsured.


8.Ratios
December 31,201920182017
Return on average total stockholders’ equity17.30%17.53%13.41%
Return on average total assets1.32%1.33%1.03%
Average total stockholders’ equity as a percentage of average total assets7.65%7.58%7.71%
Dividend payout ratio (1)
25.47%18.78%19.88%
Note: Average balance calculations based on month end balances.
(1)
Dividends declared per common share divided by diluted EPS.


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