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

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020March 31, 2021
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, CA  941053000 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

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 (§232.405 of this chapter) 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. (Check one):

Large accelerated filer ☒                        Accelerated filer ☐
Non-accelerated 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
1,797,212,2291,807,052,639 shares of $.01 par value Common Stock and 79,293,695 shares of $.01 par value Nonvoting Common Stock outstanding on October 31, 2020April 30, 2021



THE CHARLES SCHWAB CORPORATION

Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2020March 31, 2021



 Index
 
 
    
Item 1. 
    
  
  
  
  32-3326-27
  34-7028-58
    
Item 2. 1-261-20
    
Item 3. 
2721
    
Item 4. 
    
  
    
Item 1. 
    
Item 1A. 
    
Item 2. 
   
Item 3. 
    
Item 4. 
    
Item 5. 
    
Item 6. 
74-7562
    
 
  





Part I – FINANCIAL INFORMATION

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 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

The Charles Schwab Corporation (CSC) is a savings and loan holding company and engages, through its subsidiaries, in wealth management, securities brokerage, banking, asset management, custody, and financial advisory services.

Unless otherwise indicated, the terms “Schwab,” “the Company,” “we,” “us,” or “our” mean CSC together with its consolidated subsidiaries as of September 30, 2020.

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 that 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™ETFs).

Subsequent to September 30, 2020, the Company completed its previously announced acquisition of TD Ameritrade Holding Corporation and its consolidated subsidiaries (collectively referred to as “TD Ameritrade” or “TDA”), effective October 6, 2020. Upon completion of the acquisition, TD Ameritrade Holding Corporation (TDA Holding) became a wholly-owned subsidiary of CSC and the below became principal business subsidiaries of CSC:

TD Ameritrade, Inc., an introducing securities broker-dealer; and
TD Ameritrade Clearing, Inc. (TDAC), a securities broker-dealer that provides trade execution and clearing services on a fully-disclosed basis to TD Ameritrade, Inc.

Unless otherwise noted, this Management’s Discussion and Analysis excludesindicated, the results of operations and financial condition of TD Ameritrade. See Overview and Item 1 – Notes 3 and 17 for additional information on our acquisition of TD Ameritrade.terms “Schwab,” “the Company,” “we,” “us,” or “our” mean CSC together with its consolidated subsidiaries.

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 registered investment advisors (RIAs), independent retirement advisors, and recordkeepers.

Effective 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. The TD Ameritrade acquisition is further described in the business and asset acquisition discussion below. Our consolidated financial statements include the results of operations and financial condition of TD Ameritrade beginning on October 6, 2020.

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$60 trillion, which means Schwab’s and TD Ameritrade’s combinedthe Company’s $7.07 trillion in total client assets of approximately $6 trillion 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 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.
- 1 -


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)

more assets from both new and 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.

This Management’s Discussion and Analysis should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (20192020 (2020 Form 10-K).

On our website, https://www.aboutschwab.com, we post the following filings after they are electronically filed with or furnished to the Securities and Exchange Commission (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 addition, the website also includes the Dodd-Frank stress test results, our regulatory capital disclosures based on Basel III, and our quarterly average liquidity coverage ratio (LCR).ratio. The SEC maintains a website at https://www.sec.gov that contains reports, proxy statements, and other information that we file electronically with them.


FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q 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,” “aim,” “maintain,” “continue,” 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:
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 (see Introduction in Part I, Item 2);
Impacts related to the coronavirus (COVID-19) pandemic; advancing strategic goals to drive scale, monetizationCapital management; Tier 1 Leverage operating objective; sources of liquidity and segmentationcapital (see Overview)Overview and Capital Management);
Expected benefits from recently completed transactions;the TD Ameritrade acquisition; scope of technology work related to the integration; and expected timing for the TD Ameritrade integration; bank deposit account fee revenue;client conversion (see Overview, Risk Management, Business Acquisitions in Part I, Item 1, Financial Information – Notes to Condensed Consolidated Financial Statements (Item 1) – Note 3, and Subsequent EventsExit and Other Related Liabilities in Item 1 – Note 17)11);
The expected impact ofCost estimates and timing related to the final net stable funding ratio ruleTD Ameritrade integration, including acquisition and integration-related costs and capital expenditures, cost synergies, and exit and other related costs (see Current Regulatory EnvironmentOverview, Business Acquisitions in Item 1 – Note 3, and Exit and Other Developments)Related Liabilities in Note 11);
Objective for amount of deposits held in excess reserves at the Federal Reserve (see Results of Operations);
Net interest margin compression and net interest revenue; moneyMoney market fund fee waivers (see Results of Operations);
20202021 capital expenditures (see Results of Operations);
The phase-out of the use of LIBOR (see Risk Management);
SourcesThe migration of capital; Tier 1 Leverage Ratio operating objectiveIDA balances to our balance sheet (see Capital Management);
The expected impact of new accounting standards not yet adopted (see Summary of Significant Accounting PoliciesManagement and Commitments and Contingencies in Item 1 – Note 2)10);
The likelihood of indemnification and guarantee payment obligations and clients failing to fulfill contractual obligations (see Commitments and Contingencies in Item 1 – Note 10); and
The impact of legal proceedings and regulatory matters (see Commitments and Contingencies in Item 1 – Note 10 and Legal Proceedings in Part II, Item 1).

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 Quarterly Report on Form 10-Q or, in the case of documents incorporated by reference, as of the date of those documents.

- 2 -


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)

Important factors that may cause actual results to differ include, but are not limited to:
General market conditions, including equity valuations, trading activity,, the level of interest rates – which can impact money market fund fee waivers, and credit spreads;
Our ability to attract and retain clients, develop trusted relationships, and grow client assets;
Client use of our advisoryadvice solutions and other products and services;
The level of client assets, including cash balances;
Competitive pressure on pricing, including deposit rates;
- 2 -


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 sensitivity to interest rates;
Regulatory guidance;
Capital and liquidity needs and management;
Our ability to manage expenses;
Our ability to develop and launch new and enhanced products, services, and capabilities, as well as enhance our infrastructure, in a timely and successful manner;
Our ability to monetize client assets;assets in a win-win manner;
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;
The company’sOur ability to support client activity levels;
The risk that expected revenue and expensecost synergies and other benefits from recent acquisitionsthe TD Ameritrade acquisition may not be fully realized or may take longer to realize than expected;
TimingThe timing of integration-related and ability to invest amounts held in excess reserves at the Federal Reserve into higher yielding investments in the company’s bank securities portfolio;other technology projects;
Changes in prepaymentReal estate and workforce decisions;
Migrations of BDA balances;
Prepayment levels for mortgage-backed and other asset-backed securities and loans;securities;
Client cash allocations;
LIBOR trends;
The availability and terms of external financing;
The timing of campus expansion work and technology projects;
Adverse developments in litigation or regulatory matters and any related charges; and
Potential breaches of contractual terms for which we have indemnification and guarantee obligations.

Certain of these factors, as well as general risk factors affecting the Company, are discussed in greater detail in Part I – Item 1A – Risk Factors in the 20192020 Form 10-K.



- 3 -


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. Results for the thirdfirst quarter of 2021 and first nine months of 2020 and 2019 are:
Three Months Ended
September 30,
Percent
Change
Nine Months Ended
September 30,
Percent
Change
Three Months Ended
March 31,
Percent
Change
202020192020201920212020
Client MetricsClient Metrics   Client Metrics   
Net new client assets (in billions) (1)
Net new client assets (in billions) (1)
$51.2 $56.6 (10)%$261.8 $145.5 80 %
Net new client assets (in billions) (1)
$133.8 $73.2 83 %
Core net new client assets (in billions)Core net new client assets (in billions)$42.7 $56.6 (25)%$162.5 $145.5 12 %Core net new client assets (in billions)$148.2 $73.2 102 %
Client assets (in billions, at quarter end)Client assets (in billions, at quarter end)$4,395.3 $3,768.4 17 %Client assets (in billions, at quarter end)$7,069.1 $3,496.9 102 %
Average client assets (in billions)Average client assets (in billions)$4,331.5 $3,736.1 16 %$4,033.3 $3,611.0 12 %Average client assets (in billions)$6,952.2 $3,918.8 77 %
New brokerage accounts (in thousands) (2)
New brokerage accounts (in thousands) (2)
592 363 63 %2,853 1,135 151 %
New brokerage accounts (in thousands) (2)
3,153 609 N/M
Active brokerage accounts (in thousands, at quarter end)Active brokerage accounts (in thousands, at quarter end)14,393 12,118 19 %Active brokerage accounts (in thousands, at quarter end)31,902 12,736 150 %
Assets receiving ongoing advisory services (in billions,
at quarter end)
Assets receiving ongoing advisory services (in billions,
at quarter end)
$2,231.3 $1,977.9 13 %Assets receiving ongoing advisory services (in billions,
at quarter end)
$3,493.1 $1,822.8 92 %
Client cash as a percentage of client assets (at quarter end)Client cash as a percentage of client assets (at quarter end)12.8 %11.4 % Client cash as a percentage of client assets (at quarter end)11.5 %15.1 % 
Company Financial Information and MetricsCompany Financial Information and Metrics   Company Financial Information and Metrics   
Total net revenuesTotal net revenues$2,448 $2,711 (10)%$7,515 $8,115 (7)%Total net revenues$4,715 $2,617 80 %
Total expenses excluding interestTotal expenses excluding interest1,559 1,475 %4,691 4,379 %Total expenses excluding interest2,755 1,570 75 %
Income before taxes on incomeIncome before taxes on income889 1,236 (28)%2,824 3,736 (24)%Income before taxes on income1,960 1,047 87 %
Taxes on incomeTaxes on income191 285 (33)%660 884 (25)%Taxes on income476 252 89 %
Net incomeNet income698 951 (27)%2,164 2,852 (24)%Net income1,484 795 87 %
Preferred stock dividends and otherPreferred stock dividends and other83 38 118 %171 127 35 %Preferred stock dividends and other96 38 153 %
Net income available to common stockholdersNet income available to common stockholders$615 $913 (33)%$1,993 $2,725 (27)%Net income available to common stockholders$1,388 $757 83 %
Earnings per common share — diluted(2)Earnings per common share — diluted(2)$.48 $.70 (31)%$1.54 $2.05 (25)%Earnings per common share — diluted(2)$.73 $.58 26 %
Net revenue growth from prior yearNet revenue growth from prior year(10)%% (7)%%Net revenue growth from prior year80 %(4)% 
Pre-tax profit marginPre-tax profit margin36.3 %45.6 % 37.6 %46.0 %Pre-tax profit margin41.6 %40.0 % 
Return on average common stockholders’ equity (annualized)Return on average common stockholders’ equity (annualized)10 %20 % 12 %20 %Return on average common stockholders’ equity (annualized)12 %14 % 
Expenses excluding interest as a percentage of average client
assets (annualized)
Expenses excluding interest as a percentage of average client
assets (annualized)
0.14 %0.16 %0.16 %0.16 %Expenses excluding interest as a percentage of average client
assets (annualized)
0.16 %0.16 %
Consolidated Tier 1 Leverage Ratio (at quarter end)Consolidated Tier 1 Leverage Ratio (at quarter end)5.7 %7.3 %Consolidated Tier 1 Leverage Ratio (at quarter end)6.4 %6.9 %
Non-GAAP Financial Measures (3)
Non-GAAP Financial Measures (3)
Non-GAAP Financial Measures (3)
Adjusted total expenses (4)
Adjusted total expenses (4)
$1,492 $1,465 $4,488 $4,351 
Adjusted total expenses (4)
$2,482 $1,527 
Adjusted diluted EPSAdjusted diluted EPS$.51 $.70 $1.66 $2.07 Adjusted diluted EPS$.84 $.61 
Return on tangible common equityReturn on tangible common equity12 %21 %14 %22 %Return on tangible common equity24 %16 %
(1)The third First quarter and first nine months of 2020 include inflows2021 includes an outflow of $8.5 billion related to the acquisition of Wasmer, Schroeder & Company, LLC. The first nine months of 2020 also includes $79.9 billion related to the acquisition of the assets of USAA’s Investment Management Company (USAA-IMCO) and an inflow of $10.9$14.4 billion from a mutual fund clearing services client.
(2)The first nine months of 2020 include 1.1 million new brokerage accounts related to In connection with the acquisition of assets from USAA-IMCO.TD Ameritrade, Schwab issued approximately 586 million common shares to TD Ameritrade stockholders, increasing our weighted average common shares outstanding for the first quarter of 2021 relative to the first quarter of 2020.
(3) See Non-GAAP Financial Measures for further details and a reconciliation of such measures to GAAP reported results.
(4) Adjusted total expenses is a non-GAAP financial measure adjusting total expenses excluding interest. See Non-GAAP Financial Measures.
N/M Not meaningful. Percentage changes greater than 200% are presented as not meaningful.

WhileSchwab saw an unprecedented operating environment during the COVID-19 pandemic and challenging macroeconomic conditions persisted throughout the third quarter and first ninethree months of 2020,2021. The U.S. economic recovery advanced, supported by expanding COVID-19 vaccine rollouts and government aid packages, and the Company’s business model and our continued focus on clients’ needs helped drive sustained business momentum. Schwabequity markets continued to operate without significantrise, with the S&P 500® rising 78% between the pandemic-driven low in March 2020 and the end of the first quarter of 2021. Interest rates began to lift as well, with the 10-year Treasury yield moving to 1.74% by quarter-end – its highest level since January 2020.

This environment contributed to another rise in client disruption, advancingengagement and activity. Clients opened 3.2 million new brokerage accounts, exceeding our total for all of 2020, exclusive of the Company’s strategic goals to drive scale, monetization, and segmentation in ways that benefitaccounts we acquired as part of our clients. Most notably, subsequent to September 30, 2020 Schwab completed its acquisitionacquisitions of TD Ameritrade which closed on October 6, 2020, as discussed further below.

Throughout the third quarter of 2020, the equity markets generally increased while both short- and long-term interest rates remained under pressure. Net new assets totaled $51.2 billion in the third quarter, despite seasonal tax outflows in July from a delayed tax filing deadline. In addition to an $8.5 billion inflow to our Advisor Services business related to closing our acquisition of Wasmer, Schroeder &USAA’s Investment Management Company LLC, core net new assets totaled $42.7 billion in the third quarter of 2020, bringing year-to-date core net new assets to $162.5 billion, which represents a 5% annualized growth rate. New brokerage accounts totaled 592 thousand in the third quarter of 2020, and we ended the period at 14.4 million accounts, up 19% from September 30, 2019. Our clients continued to be highly engaged with their investments, as daily(USAA-IMCO). Daily average trades were 1.5 million(DATs) rose considerably to
- 4 -


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)

8.4 million in both the third quarter and first ninethree months of 2020, up 103% and 109%, respectively,2021, rising 45% from the same periodsaverage of 5.8 million seen in 2019. Againstthe fourth quarter of 2020. Amidst this backdrop, totalsurge in activity, core net new assets totaled $148.2 billion in the first quarter of 2021, rising 102% from the first quarter of 2020 and 24% higher than the fourth quarter of 2020. Total client assets ended the thirdfirst quarter of 2021 at $4.40$7.07 trillion, up 17%102% from September 30, 2019.March 31, 2020 and up 6% from year-end 2020.

With significantly heightened client activity levels during the first quarter of 2021, our service quality was impacted at times. As a result, we took multiple steps 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, including 10% growth in client service professionals since year-end 2020. Our efforts were already yielding results by quarter-end, with significant improvement in client service levels.

OurAgainst this market and client activity backdrop, Schwab generated strong financial results of operations forduring the third quarter and first ninethree months of 2020 reflect2021. Net income totaled $1.5 billion in the strengthfirst quarter of our business model as well as our financial management, even as2021, up 87% from the current macroeconomic environment remained challenging. Schwab’s net income was $698 million and $2.2 billion for the thirdfirst quarter and first nine months of 2020, decreasing 27% and 24%, respectively, from the same periods in 2019. DilutedCompany produced diluted earnings per common share (EPS) amounted to $.48 and $1.54 during the third quarter and first nine months of 2020, respectively, down 31% and 25%$.73, up 26% from the same periods in the prior year.first quarter of 2020. Adjusted diluted EPS (1), which excludes acquisition and integration-related costs, amortization of acquired intangible assets, and related income tax effects, were $.51 and $1.66 duringamounted to $.84, up 38% from the thirdfirst quarter andof 2020. These increases from the first nine monthsquarter of 2020 respectively, down 27% and 20% from the same periods in the prior year.were due largely to our October 6, 2020 acquisition of TD Ameritrade.

Total net revenues were $2.4 billion and $7.5$4.7 billion in the thirdfirst quarter andof 2021, up 80% from the first nine monthsquarter of 2020, declining 10% and 7%, respectively,as TD Ameritrade contributed total net revenues of $2.2 billion. Total net revenues increased 13% from the same periods in the prior year,fourth quarter of 2020, driven primarily as a result of lowerby higher trading revenue and higher net interest revenue.

Net interest revenue was helped by rising interest-earning asset levels throughouttotaled $1.9 billion in the thirdfirst quarter, andup 22% from the first nine monthsquarter of 2020 though still decreased $288 million and $617 million, respectively,up 6% from the comparable periods in 2019. These declines infourth quarter of 2020. The increase from the first quarter of 2020 reflected the inclusion of TD Ameritrade, which contributed $548 million of net interest revenue primarily resultedin the first quarter of 2021. The increase from the fourth quarter of 2020 was largely due to elevated margin loan utilization and higher overall decline in both short- and long-term interest rates driven byinterest-earning assets stemming from rising client cash balances. These factors more than offset the Federal Reserve’s monetary easing, as well asongoing impacts of the related accelerationFed’s Zero Interest Rate Policy, including elevated prepayments of mortgage-backed security prepayment speeds within our investment securities portfolio.securities. Asset management and administration fees totaled $860 million and $2.5$1.0 billion, duringup 23% from the thirdfirst quarter and first nine months of 2020, increasing 4% and 5%, respectively,due largely to the contribution of $142 million from the comparable periodsTD Ameritrade in the prior year. Thefirst quarter of 2021, as well as overall growth in asset management and administration fees was due primarily to risingadvice solutions balances in advisory solutions, which more thanincluding managed account assets from USAA, partially offset higherby money market fund fee waivers. Trading revenue declined 12%Asset management and 11% duringadministration fees grew 3% from the thirdfourth quarter and first nine months of 2020 respectively, compared with the same periodsas growth in the prior year, as our October 2019 pricing actionsadvisory solution balances and strong equity markets more than offset increased trading volumes throughouta $10 million increase in money market fund fee waivers.

Trading revenue was $1.2 billion in the first nine monthsquarter of 2021, up from $188 million in the first quarter of 2020 and up from $854 million in the fourth quarter of 2020. The significant increase in the first quarter of 2021 reflected early-2021 market events on top of an already busy trading environment, as DATs increased significantly. TD Ameritrade contributed $980 million of trading revenue in the first quarter of 2021. Bank deposit account fee revenue totaled $351 million in the first quarter of 2021, decreasing 1% from the fourth quarter of 2020. Bank deposit account balances (BDA balances) remained relatively consistent from December 31, 2020, and certain balances repriced to current rates.

Total expenses excluding interest were $1.6 billion and $4.7$2.8 billion in the thirdfirst quarter andof 2021, increasing 75% from the first nine monthsquarter of 2020 representing increases of 6% and 7%, respectively, relativedue primarily to the comparable periods in 2019. In the third quarter and first nine monthsinclusion of 2020, totalTD Ameritrade’s results, which contributed $917 million. Total expenses excluding interest reflected acquisitionincreased 2% from the fourth quarter of 2020 reflecting the impact of extraordinary client activity alongside anticipated integration spending and increased headcount to support our expanding client base. Acquisition and integration-related expensescosts totaled $119 million in the first quarter of $42 million2021, and $160 million, respectively, as well as amortization of acquired intangible assets of $25 million and $43 million, respectively.was $154 million. Exclusive of these items, (1), adjusted total expenses (1)were $2.5 billion in the first quarter of 2021, up 2%63% and 3% during9% from the third quarterfirst and first nine monthsfourth quarters of 2020, respectively, from the comparable periods in 2019.

Throughout the first nine months of 2020, the Company maintained its disciplined approach to capital management, helping sustain ongoing balance sheet growth. Total balance sheet assets increased to $419.4 billion at September 30, 2020, representing growth of 5% from the end of the second quarter and 43% from December 31, 2019. This growth in total balance sheet assets was driven by growth in our client base and continued higher client cash allocations due to the reduced attractiveness of fixed income and other cash alternatives in the low rate environment. During the second quarter, we issued $2.5 billion of preferred stock, Series G, at an initial fixed rate of 5.375%, bringing total preferred stock to $5.3 billion, which represented approximately 23% of Tier 1 Capital at September 30, 2020. The Company’s Tier 1 leverage ratio was 5.7% at September 30, 2020.

respectively. Return on average common stockholders’ equity was 10% and 12% duringfor the thirdfirst quarter andof 2021, down from 14% in the first nine monthsquarter of 2020, respectively, downas the return generated from 20% in bothhigher net income was offset by higher balances of common stockholders’ equity due to the third quarter and first nine months of 2019.TD Ameritrade acquisition. Return on tangible common equity (1)(ROTCE) was 12% and 14% for24% in the thirdfirst quarter andof 2021, up from 16% in the first nine monthsquarter of 2020, down from 21% and 22% in the comparable periods of 2019. The decreases in both return on average common stockholders’ equity and ROTCE reflect lowerdue primarily to higher net income as well as significantly higher balances of average accumulated other comprehensive income (AOCI) due to unrealized gains in our available for sale (AFS) investment securities portfolio.income.

(1) Adjusted diluted EPS, adjusted total expenses, and return on tangible common equity are non-GAAP financial measures. Please see Non-GAAP Financial Measures for further details and a reconciliation of such measures to GAAP reported results.

- 5 -


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)

BusinessThe Company continued its disciplined approach to capital management in the first quarter of 2021. During the first quarter, we completed two preferred stock offerings: Series I for $2.25 billion and Asset AcquisitionsSeries J for $600 million. As previously announced, proceeds from the Series J preferred stock issuance will be used to redeem our $600 million Series C preferred stock on June 1, 2021. In addition, we issued 3- and 7-year senior notes totaling $4.0 billion in March 2021. Our priority for capital management remains centered on maintaining flexibility to support ongoing growth while also helping us move towards our long-term Tier 1 Leverage Ratio operating objective of 6.75%-7.00%. Schwab’s consolidated balance sheet assets were $563 billion at the end of the first quarter of 2021, up 3% from year-end 2020, and our Tier 1 Leverage Ratio increased to 6.4%.

Integration of TD Ameritrade

Against a backdrop of unprecedented client activity and volume growth in the first quarter of 2021, the Company continued its integration of TD Ameritrade. As a result of the significant growth seen in recent quarters across key client volume metrics, including the number of active brokerage accounts, DATs, and peak daily trades, the Company is expanding the scope of technology work related to the integration. We anticipate greater technology build-out to support the expanded volumes of our combined client base. Based on our revised integration plans and expanded scope of technology work, the Company expects to complete client conversion within 30 to 36 months from the date of acquisition, and we expect to incur total acquisition and integration-related costs and capital expenditures of between $2.0 billion and $2.2 billion.

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 heightened 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.

Over the course of the integration, we continue to expect to realize annualized cost synergies of between $1.8 billion and $2.0 billion, with one-quarter to one-third on an annualized run-rate basis expected by the end of the first year following acquisition. Estimated timing and amounts of synergy realization are subject to change as we progress in the integration. Refer to Item 7 – Overview in our 2020 Form 10-K and Item 1 – Note 11 for additional information regarding our integration of TD Ameritrade.

Current Regulatory Environment andOther Developments

Liquidity Coverage Ratio

As a result of our average weighted short-term wholesale funding for the past four quarters exceeding $75 billion, we will become subject to daily reporting of our liquidity coverage ratio (LCR) and net stable funding ratio (NSFR) to the Federal Reserve on July 1, 2021, and to the full (100%) LCR and NSFR (up from 85%) on October 1, 2021.

Financial Holding Company Election

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 October 6, 2020 acquisition of TD Ameritrade described below,activities that savings and loan holding companies that have not elected to be treated as an FHC are permitted to conduct, the Company completed several acquisitions during the nine months ended September 30, 2020. On May 26, 2020, the Company completed its acquisition of the assets of USAA-IMCO for $1.6 billionmay now also engage in cash. Along with the asset purchase agreement, the companies entered intoactivities that are financial in nature or incidental to a long-term referral agreement that makes Schwab the exclusive provider of wealth managementfinancial activity (FHC Activities), including securities underwriting, dealing and investment brokerage services for USAA members. The USAA-IMCO acquisition adds scale to the Company’s operations through the addition of 1.1 million brokeragemaking markets in securities, various insurance underwriting activities, and managed portfolio accounts with approximately $80 billionmaking merchant banking investments 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 1 – Note 3 for more information on the USAA-IMCO acquisition.non-financial companies.

Additionally, duringThe Federal Reserve has the second quarterauthority to limit an FHC’s ability to conduct otherwise permissible FHC Activities if the FHC or any of 2020its depository institution subsidiaries ceases to meet the Company completedapplicable eligibility requirements, including requirements 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, of technology and intellectual property of Motif, a financial technology company.without prior Federal Reserve approval. The Motif assets help us buildFederal Reserve may also impose any additional limitations or conditions on our existing capabilities and help accelerate our development of thematic and direct index investing for Schwab’s retail investors and RIA clients. On July 1, 2020, the Company completed its acquisition of Wasmer, Schroeder & Company, LLC, which adds established strategies and new separately managed account offerings to our existing fixed income lineup.

Subsequent Events

Acquisition of TD Ameritrade Holding Corporation

Effective October 6, 2020, the Company completed its previously announced 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 futures commission merchant (FCM) and forex dealer member (FDM) subsidiary. TDA also provides cash sweep and deposit account products through third-party relationships.

TDA’s principal securities broker-dealers, TD Ameritrade, Inc. and TDAC, are registered broker-dealers with the SEC and membersconduct or activities of the Financial Industry Regulatory Authority, Inc. (FINRA). TD Ameritrade, Inc. is also a registered investment advisor withFHC or any of its subsidiaries as it deems appropriate. If the SEC. TD Ameritrade Futures & Forex LLC (TDAFF) is registered as an FCM and FDM withFHC still fails to satisfy the Commodity Futures Trading Commission (CFTC), and is a memberapplicable eligibility requirements 180 days after the Federal Reserve’s finding, the agency may require divestiture of all of the National Futures Association (NFA).

TDA provides servicesFHC’s depository institution subsidiaries or, alternatively, the FHC may elect to individual retail investors and traders andcease all of its FHC Activities. In addition, if any depository institution controlled by an FHC fails to RIAs predominantly through the Internet,maintain at least a national branch network, and relationships with RIAs. At the time of acquisition, TD Ameritrade had approximately 10,000 employees. TD Ameritrade’s sources of net revenues consist primarily of commissions and transaction fees, bank deposit account fees, net interest revenue, and investment product fees.

TDA’s commissions and transaction fees have included commissions earned on trades of certain securities and derivatives, as well as order flow revenue.

TDA’s bank deposit account fees have been generated through TD Ameritrade’s 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 agreements with other third-party depository institutions, whereby uninvested cash held by certain of TDA’s brokerage clients is swept into Federal Deposit Insurance Corporation (FDIC)-insured (up to specified limits) money market deposit accounts at the TD Depository Institutions and other third-party depository institutions. TDA has earned revenue on client cash at these depository institutions based on the return of floating-rate and fixed-rate notional investments, less the interest paid to clients and certain other fees.

TDA’s net interest revenue has been generated primarily through margin lending, securities lending activity, as well as segregated and operating cash and investments. Interest-bearing liabilities have primarily consisted of interest-bearing payables to brokerage clients.

TDA’s investment product fee revenue has consisted of revenues earned on client assets invested in money market funds, other mutual funds, and certain investment programs. Investment product fees also includes referral and asset-based program fees on its client assets managed by independent RIAs utilizing TDA’s trading and investing platforms.
- 6 -


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)

Concurrently with“Satisfactory” rating under the execution ofCommunity Reinvestment Act, the AgreementFHC and Plan of Merger, dated as of November 24, 2019, as amended (the merger agreement), CSC entered into a stockholder agreement with The Toronto-Dominion Bank (TD Bank), a registration rights agreement with TD Bank and Charles R. Schwab, and an amended and restated insured deposit account agreement (IDA agreement) with the TD Depository Institutions. These agreements were effective upon the merger andits subsidiaries are further detailedprohibited from engaging in Part I – Item 1 of our 2019 Form 10-K.

Effective upon the merger, Todd M. Ricketts, Brian M. Levitt, and Bharat B. Masrani were elected to CSC’s Board of Directors. Mr. Ricketts was designated by TD Ameritrade pursuant to the terms of the merger agreement and Messrs. Levitt and Masrani were designated by TD Bank pursuant to the terms of the merger agreement and the stockholder agreement between Schwab and TD Bank.

Integration Overview

We anticipate the acquisition of TD Ameritrade will significantly increase our scale to help support the Company’s ongoing efforts to enhance the client experience, provide deeper resources for individual investors as well as RIAs, and continue to improve our operating efficiency. With a combined total for Schwab and TD Ameritrade of approximately $6 trillion in client assets and 29 million brokerage accounts at the time of closing, we expect our enhanced scale will lower total expenses as a percentage of client assets. Combining the respective strengths of Schwab and TD Ameritrade will enable the Company to invest in enhanced client experience capabilities and further our financial success to the benefit of clients, employees, and stockholders.

The integration of Schwab’s and TD Ameritrade’s operations is expected to occur over 18 to 36 months from the date of acquisition, though planning for integration has been underway since the acquisition was announced on November 25, 2019. In October, the Company began efforts to reduce overlapping or redundant roles across the two firms and to rationalize branch locations of Schwab and TDA. These and other integration activities are expected to continue throughout the integration process. Until the integration is complete, Schwab and TD Ameritrade will continue to operate separate broker-dealers to serve their respective clients. Starting in the fourth quarter of 2020, TD Ameritrade will be incorporated into our two existing reportable segments.

Amended IDA Agreement and Bank Deposit Account Fee Revenue

In accordance with the amended IDA agreement with the TD Depository Institutions, cash held in TD Ameritrade’s eligible customer accounts will continue to be swept to money market deposit accounts at the TD Depository Institutions. Schwab will provide marketing, recordkeeping and support services to the TD Depository Institutions with respect to the money market deposit accounts for which Schwab receives an aggregate monthly fee, determined by reference to certain yields, less a service fee on client cash deposits held at the TD Depository Institutions, FDIC deposit assessments, and interest on deposits paid to customers. Under the amended IDA, the service fee on client cash deposits held at the TD Depository Institutions was reduced by 40%, from 25 basis points to 15 basis points for the life of the agreement. Under TDA’s prior IDA agreement, TDA had floors in place which enabled them to carve-out up to $20 billion of floating-rate investments from the applicable service fee during specified low-rate environments. Pursuant to the amended IDA agreement, the 15 basis point service fee will be applied across all designated fixed and floating IDA balances.

Beginning in the fourth quarter of 2020, we expect to begin recognizing significant bank deposit account fee revenue pursuant to the amended IDA agreement with the TD Depository Institutions and TDA’s existing agreements with other third-party depository institutions. The net fees earned by Schwab under these arrangements will be included in a new revenue line item in our consolidated statement of income titled bank deposit account fees. In addition, as part of our management of interest rate risk, Schwab will begin performing interest rate sensitivity analysis on our bank deposit account fee revenue.

Beginning July 1, 2021, Schwab will have the option to begin reducing deposit balances swept to the TD Depository Institutions by up to $10 billion over each 12-month period, subject to certain limitations and adjustments, migrating them instead to Schwab’s balance sheet. Our ability to migrate these balances to our balance sheet is dependent on certain binding limitations, including Schwab’s obligation to move all of the uninsured IDA sweep balances on that date, and the requirement that Schwab can only move floating IDA balances. Schwab’s initial reduction will also be affected by the net change in IDA sweep balances between the effective date of the IDA agreement and June 30, 2021. In addition, Schwab also must maintain a minimum $50 billion IDA sweep balance through June 2031, and at least 80% of the IDA sweep balances must be designated as fixed-rate obligations through June 2026.
- 7 -


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)

See Item 1 – Notes 3 and 17 as well as Risk Management, Off-Balance Sheet Arrangements, and Contractual Obligations for additional information on the acquisition of TD Ameritrade and related matters.

Planned Change of CSC Headquarters

Subsequent to September 30, 2020 and in conjunction with the close of the acquisition of TD Ameritrade, CSC’s Board of Directors approved an amendment to Section 1.02 of the Company’s Fourth Restated Bylaws to change our corporate headquarters from San Francisco to Westlake, Texas, effective January 1, 2021. Opened in late 2019, the Westlake location provides a more centrally located hub for the Company given our nationwide presence across our network of branches and operations centers.

Current Regulatory Environment andOther Developments

Effective March 20, 2020, CSB and Charles Schwab Premier Bank, SSB (CSPB) converted to Texas-chartered state savings banks. CSB and CSPB became members of the Federal Reserve and are subject to regulation, supervision and examination by the Federal Reserve and the Texas Department of Savings and Mortgage Lending.

In September 2020, the Federal Reserve issued a notice of proposed rulemaking that, among other things, would amend the stress testing rules for covered savings and loan holding companies to provide that their capital distribution assumptions would match those of comparable bank holding companies.The rule proposal also solicits feedback on whether large savings and loan holding companies (SLHCs) should be subject to the capital planning and stress capital buffer requirements that apply to large bank holding companies. The comment period for the proposed rule and SLHC questions ends on November 20, 2020.

In October 2020, the Federal Reserve, the Office of the Comptroller of the Currency, and the FDIC issued a final net stable funding ratio (NSFR) rule that will require certain banking organizations with $100 billion or more in consolidated assets to maintain a minimum level of stable funding based on the liquidity characteristics of the banking organization’s assets, commitments, and derivative exposures over a one-year time horizon. The NSFR will be expressed as a ratio of a banking organization’s available stable funding to its required stable funding. Banking organizations subject to the full requirement must maintain an NSFR equal to at least 1.0 on an ongoing basis. As a banking organization subject to Category III standards with less than $75 billion in average weighted short-term wholesale funding, CSC will be subject to a reduced NSFR requirement equal to 85% of the full requirement. The rule will take effect on July 1, 2021 and beginning in 2023, holding companies regulated by the Federal Reserve will be required to publicly disclose their NSFR levels semiannually. The Company does not expect the NSFR rule to have a material impact on the Company’s business, financial condition, or results of operations.FHC Activities.


- 8 -


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)

RESULTS OF OPERATIONS

Total Net Revenues

The following tables present a comparison of revenue by category:
 20202019 20212020
Three Months Ended September 30,Percent
Change
Amount% of
Total Net
Revenues
Amount% of
Total Net
Revenues
Three Months Ended March 31,Three Months Ended March 31,Percent
Change
Amount% of
Total Net
Revenues
Amount% of
Total Net
Revenues
Net interest revenueNet interest revenueNet interest revenue
Interest revenueInterest revenue(24)%$1,432 59 %$1,892 70 %Interest revenue18 %$2,015 43 %$1,708 65 %
Interest expenseInterest expense(66)%(89)(4)%(261)(10)%Interest expense(24)%(104)(2)%(136)(5)%
Net interest revenueNet interest revenue(18)%1,343 55 %1,631 60 %Net interest revenue22 %1,911 41 %1,572 60 %
Asset management and administration feesAsset management and administration fees   Asset management and administration fees   
Mutual funds, exchange traded funds (ETFs), and collective trust
funds (CTFs)
(5)%423 17 %445 16 %
Mutual funds, exchange-traded funds (ETFs), and collective trust
funds (CTFs)
Mutual funds, exchange-traded funds (ETFs), and collective trust
funds (CTFs)
%470 10 %452 17 %
Advice solutionsAdvice solutions22 %373 15 %305 11 %Advice solutions50 %468 10 %312 12 %
OtherOther(15)%64 %75 %Other24 %78 %63 %
Asset management and administration feesAsset management and administration fees%860 35 %825 30 %Asset management and administration fees23 %1,016 22 %827 32 %
Trading revenueTrading revenue  Trading revenue  
CommissionsCommissions(32)%108 %159 %CommissionsN/M614 13 %113 %
Order flow revenueOrder flow revenueN/M591 13 %55 %
Principal transactionsPrincipal transactions(54)%— 13 — Principal transactions(45)%11 — 20 %
Order flow revenue (1)
97 %67 %34 %
Trading revenue (1)
Trading revenue (1)
(12)%181 %206 %
Trading revenue (1)
N/M1,216 26 %188 %
Other (1)
31 %64 %49 %
Bank deposit account feesBank deposit account feesN/M351 %— — 
OtherOtherN/M221 %30 %
Total net revenuesTotal net revenues(10)%$2,448 100 %$2,711 100 %Total net revenues80 %$4,715 100 %$2,617 100 %

N/M Not meaningful. Percentage changes greater than 200% are presented as not meaningful.
20202019
Nine Months Ended September 30,Percent
Change
Amount% of
Total Net
Revenues
Amount% of
Total Net
Revenues
Net interest revenue
Interest revenue(20)%$4,626 61 %$5,817 72 %
Interest expense(64)%(322)(4)%(896)(11)%
Net interest revenue(13)%4,304 57 %4,921 61 %
Asset management and administration fees
Mutual funds, ETFs, and CTFs%1,300 17 %1,287 16 %
Advice solutions14 %999 13 %878 11 %
Other(6)%189 %201 %
Asset management and administration fees%2,488 33 %2,366 29 %
Trading revenue
Commissions(30)%332 %477 %
Principal transactions(33)%36 %54 %
Order flow revenue (1)
96 %194 %99 %
Trading revenue (1)
(11)%562 %630 %
Other (1)
(19)%161 %198 %
Total net revenues(7)%$7,515 100 %$8,115 100 %
(1) Beginning in the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.

- 9 -


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

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.

Late inThroughout the first quarter of 2020,2021, short-term rates remained near zero, but as the Federal Reserve cut the federal funds target overnight rate twice, for a totalU.S. economic recovery advanced, longer-term interest rates began to rise. The overall environment continued to contribute to elevated levels of 150 basis points to near zero;prepayments on the longer-endmortgage-backed securities, resulting in additional reinvestment of the curve,available for sale (AFS) portfolio during the 10-year Treasury rate declined by over 120 basis points. Lower interest rates across maturities persisted fromperiod. Client engagement in the endequity markets greatly increased, and clients were net buyers of equity securities and other investment products during the first quarter throughquarter. At the third quarter of 2020, while credit spreads also compressed. Moreover, changessame time, Schwab saw significant growth in the economic environment throughout the first nine months of 2020 resulting from the COVID-19 pandemic drove significantly higher levels ofnew client cash sweep balances. As these balances rapidly accumulatedbrokerage accounts and net new client assets, driving further growth in the first quarter of 2020, the Company initially placed a substantial amount in excess reserves held at the Federal Reserve, and subsequently deployed a significant amount of this cash build-up in the second and third quarters, as part of AFS securities purchases totaling $73.9 billion and $45.2 billion, respectively. These purchases were made at rates below the average yield on the existing AFS portfolio due to the current low interest rate environment. As of September 30, 2020, the Company held $21.9 billion, or 6.8% of total deposits, in excess reserves, ending the quarter within our longer-term objective of approximately 5-7%.

Schwab’s interest-earning assets.
- 107 -


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 tables present net interest revenue information corresponding to interest-earning assets and funding sources on the condensed consolidated balance sheets:
20202019
Three Months Ended September 30,Average BalanceInterest Revenue/ ExpenseAverage Yield/RateAverage BalanceInterest Revenue/ ExpenseAverage Yield/Rate
Interest-earning assets      
Cash and cash equivalents$32,628 $0.10 %$22,288 $123 2.16 %
Cash and investments segregated33,214 14 0.16 %16,140 92 2.25 %
Broker-related receivables (1)
754 — 0.05 %216 2.34 %
Receivables from brokerage clients21,242 125 2.31 %19,438 205 4.13 %
Available for sale securities (2,3)
276,081 1,103 1.59 %53,487 366 2.71 %
Held to maturity securities (3)
— — — 136,880 906 2.63 %
Bank loans21,668 134 2.46 %16,724 146 3.49 %
Total interest-earning assets385,587 1,384 1.43 %265,173 1,840 2.75 %
Other interest revenue48 52 
Total interest-earning assets$385,587 $1,432 1.47 %$265,173 $1,892 2.82 %
Funding sources
Bank deposits$310,685 $12 0.02 %$208,592 $166 0.32 %
Payables to brokerage clients40,169 0.01 %25,080 21 0.33 %
Short-term borrowings (1)
— 0.12 %21 — 2.48 %
Long-term debt7,992 69 3.46 %7,425 67 3.58 %
Total interest-bearing liabilities358,851 82 0.09 %241,118 254 0.42 %
Non-interest-bearing funding sources26,736 24,055 
Other interest expense
Total funding sources$385,587 $89 0.09 %$265,173 $261 0.39 %
Net interest revenue$1,343 1.38 %$1,631 2.43 %
2020201920212020
Nine Months Ended September 30,Average BalanceInterest Revenue/ ExpenseAverage Yield/RateAverage BalanceInterest Revenue/ ExpenseAverage Yield/Rate
Three Months Ended March 31,Three Months Ended March 31,Average BalanceInterest Revenue/ ExpenseAverage Yield/RateAverage BalanceInterest Revenue/ ExpenseAverage Yield/Rate
Interest-earning assetsInterest-earning assetsInterest-earning assets      
Cash and cash equivalentsCash and cash equivalents$40,410 $112 0.37 %$24,506 $432 2.33 %Cash and cash equivalents$38,898 $0.08 %$32,134 $85 1.04 %
Cash and investments segregatedCash and investments segregated30,162 128 0.56 %14,771 264 2.36 %Cash and investments segregated48,149 10 0.08 %23,716 87 1.45 %
Broker-related receivables638 0.60 %225 2.21 %
Receivables from brokerage clientsReceivables from brokerage clients19,442 404 2.73 %19,279 636 4.35 %Receivables from brokerage clients67,738 563 3.32 %19,151 168 3.47 %
Available for sale securities (2,3)
236,204 3,434 1.93 %58,738 1,203 2.72 %
Held to maturity securities (3)
— — — 134,031 2,721 2.70 %
Available for sale securities (1)
Available for sale securities (1)
338,245 1,091 1.29 %197,745 1,185 2.39 %
Bank loansBank loans20,248 411 2.70 %16,621 443 3.56 %Bank loans24,476 139 2.27 %18,897 144 3.06 %
Total interest-earning assetsTotal interest-earning assets347,104 4,491 1.72 %268,171 5,703 2.82 %Total interest-earning assets517,506 1,810 1.40 %291,643 1,669 2.28 %
Securities lending revenue (2)
Securities lending revenue (2)
204 37 
Other interest revenue(2)Other interest revenue(2)135 114 Other interest revenue(2)
Total interest-earning assets$347,104 $4,626 1.77 %$268,171 $5,817 2.88 %
Total interest-earning assets (3)
Total interest-earning assets (3)
$517,506 $2,015 1.56 %$291,643 $1,708 2.33 %
Funding sourcesFunding sourcesFunding sources
Bank depositsBank deposits$275,860 $81 0.04 %$213,089 $616 0.39 %Bank deposits$363,099 $13 0.01 %$227,523 $57 0.10 %
Payables to brokerage clientsPayables to brokerage clients36,001 10 0.04 %23,443 68 0.39 %Payables to brokerage clients87,339 0.01 %30,287 0.10 %
Short-term borrowings (1)(4)
Short-term borrowings (1)(4)
16 — 0.29 %18 — 2.49 %
Short-term borrowings (1)(4)
1,093 — 0.22 %— 1.07 %
Long-term debtLong-term debt8,014 212 3.53 %7,122 192 3.59 %Long-term debt14,245 85 2.37 %7,527 66 3.53 %
Total interest-bearing liabilitiesTotal interest-bearing liabilities319,891 303 0.13 %243,672 876 0.48 %Total interest-bearing liabilities465,776 100 0.09 %265,340 131 0.20 %
Non-interest-bearing funding sources(3)Non-interest-bearing funding sources(3)27,213 24,499 Non-interest-bearing funding sources(3)51,730 26,303 
Other interest expense19 20 
Total funding sources$347,104 $322 0.13 %$268,171 $896 0.45 %
Securities lending expense (2)
Securities lending expense (2)
Other interest expense (2)
Other interest expense (2)
(1)(2)
Total funding sources (3)
Total funding sources (3)
$517,506 $104 0.08 %$291,643 $136 0.19 %
Net interest revenueNet interest revenue$4,304 1.64 %$4,921 2.43 %Net interest revenue$1,911 1.48 %$1,572 2.14 %
(1)Amounts have been calculated based on amortized cost.
(2) Beginning in the fourth quarter of 2020, securities lending revenue has been reclassified from broker-related receivables and other revenue. Securities lending expense has been reclassified from other expense. Prior period amounts have been reclassified to reflect this change.
(3) Beginning in the fourth quarter of 2020, broker-related receivables were removed from total interest earning assets and netted against non-interest-bearing funding sources, resulting in an immaterial reduction to total interest-earning assets and total funding sources. Prior period amounts have been reclassified to reflect this change.
(4) Interest revenue or expense was less than $500 thousand in the period or periods presented.
Net interest revenue increased $339 million, or 22%, in the first quarter of 2021 compared to the same period in 2020, due primarily to growth in interest-earning assets, including elevated margin utilization, and growth in securities lending revenue, partially offset by lower average yields. Accelerated premium amortization stemming from the elevated prepayment of mortgage-related debt securities in the AFS portfolio partially offset the growth in net interest revenue. TD Ameritrade contributed $548 million of net interest revenue during the first quarter of 2021.
(2)
Average interest-earning assets for the first quarter of 2021 were higher by 77% compared to the same period in 2020. This increase resulted from higher bank deposits and payables to brokerage clients, due to rising client cash balances driven by the low interest rate environment and strong net new client cash inflows, as well as our 2020 acquisitions of TD Ameritrade and USAA-IMCO.
Amounts have been calculated based
Our net interest margin decreased to 1.48% during the first quarter of 2021, from 2.14% in the same period of 2020. This decrease was driven primarily by lower yields received on amortized cost.
(3) On January 1,interest-earning assets due largely to the Federal Reserve’s first quarter 2020 interest rate reductions as well as higher premium amortization on mortgage-related debt securities. Due to the Company transferred alllow interest rate environment, purchases of its investment securities designated as held to maturity (HTM) tothroughout 2020 and the first quarter of 2021 were made at rates below the average yield on AFS category, as describedportfolio, which negatively impacted our net interest margin. This more than offset higher revenue from increased margin utilization and securities lending, which comprised 40% of net interest revenue during the first quarter of 2021, up from 13% in Item 1 –Note 5.the first quarter of 2020.

- 118 -


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 decreased $288 million, or 18%, and $617 million, or 13% in the third quarter and first nine months of 2020 compared to the same periods in 2019, due primarily to lower average investment yields partially offset by growth in interest-earning assets. Accelerated premium amortization on debt securities in the third quarter and first nine months of 2020 also contributed to the reduction in net interest revenue, as the decline in long-term interest rates in the first nine months of 2020 resulted in higher prepayments of mortgage-related debt securities.

Average interest-earning assets for the third quarter and first nine months of 2020 were higher by 45% and 29%, respectively, compared to the same periods in 2019. These increases in average interest-earning assets were primarily driven by higher client cash balances in bank deposits and payables to brokerage clients.

Our net interest margin was 1.38% and 1.64% during the third quarter and first nine months of 2020, respectively, down from 2.43% during both the third quarter and first nine months of 2019. These decreases were driven primarily by lower yields received on interest-earning assets due largely to the Federal Reserve’s 2019 and 2020 interest rate reductions and higher premium amortization on mortgage-related debt securities. The amount of any further net interest margin compression and resulting net interest revenue is dependent on a number of factors, including changes to LIBOR, premium amortization, and growth in client cash balances.

Asset Management and Administration Fees

The following tables present asset management and administration fees, average client assets, and average fee yields:
Three Months Ended September 30,20202019
Average
Client
Assets
RevenueAverage
Fee
Average
Client
Assets
RevenueAverage
Fee
Schwab money market funds before fee waivers$199,822 $153 0.30 %$177,892 $133 0.30 %
Fee waivers(44)— 
Schwab money market funds$199,822 109 0.22 %$177,892 133 0.30 %
Schwab equity and bond funds, ETFs, and CTFs306,899 75 0.10 %274,005 75 0.11 %
Mutual Fund OneSource® and other non-transaction fee funds
197,809 154 0.31 %192,409 153 0.32 %
Other third-party mutual funds and ETFs (1)
469,822 85 0.07 %486,285 84 0.07 %
Total mutual funds, ETFs, and CTFs (2)
$1,174,352 423 0.14 %$1,130,591 445 0.16 %
Advice solutions (2)
Fee-based$307,983 373 0.48 %$251,591 305 0.48 %
Non-fee-based73,850 — — 71,195 — — 
Total advice solutions$381,833 373 0.39 %$322,786 305 0.37 %
Other balance-based fees (3)
443,929 51 0.05 %421,241 56 0.05 %
Other (4)
13 19 
Total asset management and administration fees$860 $825 

- 12 -


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)

20202019
Nine Months Ended September 30,Average
Client
Assets
RevenueAverage
Fee
Average
Client
Assets
RevenueAverage
Fee
Three Months Ended March 31,Three Months Ended March 31,20212020
Average
Client
Assets
RevenueAverage
Fee
Average
Client
Assets
RevenueAverage
Fee
Schwab money market funds before fee waiversSchwab money market funds before fee waivers$205,544 $469 0.30 %$166,053 $378 0.30 %Schwab money market funds before fee waivers$169,683 $122 0.29 %$203,772 $152 0.30 %
Fee waiversFee waivers(59)— Fee waivers(78)— 
Schwab money market fundsSchwab money market funds$205,544 410 0.27 %$166,053 378 0.30 %Schwab money market funds$169,683 44 0.11 %$203,772 152 0.30 %
Schwab equity and bond funds, ETFs, and CTFsSchwab equity and bond funds, ETFs, and CTFs290,759 219 0.10 %260,034 219 0.11 %Schwab equity and bond funds, ETFs, and CTFs377,282 86 0.09 %290,808 76 0.11 %
Mutual Fund OneSource ® and other non-transaction fee funds
Mutual Fund OneSource ® and other non-transaction fee funds
187,153 436 0.31 %190,847 452 0.32 %
Mutual Fund OneSource® and other non-transaction fee funds
222,455 172 0.31 %188,583 147 0.31 %
Other third-party mutual funds and ETFs (1)
Other third-party mutual funds and ETFs (1)
446,007 235 0.07 %469,901 238 0.07 %
Other third-party mutual funds and ETFs (1)
849,409 168 0.08 %451,959 77 0.07 %
Total mutual funds, ETFs, and CTFs (2)
Total mutual funds, ETFs, and CTFs (2)
$1,129,463 1,300 0.15 %$1,086,835 1,287 0.16 %
Total mutual funds, ETFs, and CTFs (2)
$1,618,829 470 0.12 %$1,135,122 452 0.16 %
Advice solutions (2)
Advice solutions (2)
Advice solutions (2)
Fee-basedFee-based$277,297 999 0.48 %$241,678 878 0.49 %Fee-based$424,629 468 0.45 %$263,256 312 0.48 %
Non-fee-basedNon-fee-based71,438��— — 69,136 — — Non-fee-based84,767 — — 71,229 — — 
Total advice solutionsTotal advice solutions$348,735 999 0.38 %$310,814 878 0.38 %Total advice solutions$509,396 468 0.37 %$334,485 312 0.38 %
Other balance-based fees (3)
Other balance-based fees (3)
428,191 150 0.05 %407,762 162 0.05 %
Other balance-based fees (3)
576,562 64 0.05 %432,847 54 0.05 %
Other (4)
Other (4)
39 39 
Other (4)
14 
Total asset management and administration feesTotal asset management and administration fees$2,488 $2,366 Total asset management and administration fees$1,016 $827 
(1) Beginning in the fourth quarter of 2019, Schwab ETF OneSource™ was discontinued as a result2020, includes third-party money funds related to the acquisition of the elimination of online trading commissions for U.S. and Canadian-listed ETFs.TD Ameritrade.
(2) Average client assets for advice solutions may also include the asset balances contained in the mutual fund and/or ETF categories listed above.
(3) Includes various asset-related fees, such as trust fees, 401(k) recordkeeping fees, and mutual fund clearing fees and other service fees.
(4) Includes miscellaneous service and transaction fees relating to mutual funds and ETFs that are not balance-based.

Asset management and administration fees increased by $35$189 million, or 4%23%, and $122 million, or 5% in the thirdfirst quarter and first nine months of 2020, respectively,2021 compared to the same periodsperiod in 2019. These increases were primarily driven by higher balances2020. This increase was due to the acquisition of TD Ameritrade, as well as additional growth in advice solutions, including managed account assets from USAA, as well as purchased money market funds,and overall strength in the thirdequity markets during the first quarter and first nine months of 20202021 relative to the same periodsperiod in 2019.2020. These increases were partially offset by the effect of money market fund fee waivers due to declining portfolio yields. TD Ameritrade contributed $142 million of asset management and administration fees in the first quarter of 2021. The amount of fee waivers in coming quarters is dependent on a variety of factors, including the level of short-term interest rates and client preferences across our money market fund line-up.

The following tables presenttable presents a roll forward of client assets for the Schwab money market funds, Schwab equity and bond funds, ETFs,exchange-traded funds (ETFs), and CTFs,collective trust funds (CTFs), and Mutual Fund OneSource® and other non-transaction fee (NTF) funds. These funds generated 39% and 43%30% of the asset management and administration fees earned during the thirdfirst quarter and first nine months of 2020, respectively,2021 compared to 44%45% of asset management and administration fees for both the thirdfirst quarter and first nine months of 2019:2020:
Schwab Money
Market Funds
Schwab Equity and
Bond Funds, ETFs, and CTFs
Mutual Fund OneSource®
and Other NTF funds
Schwab Money
Market Funds
Schwab Equity and
Bond Funds, ETFs, and CTFs
Mutual Fund OneSource®
and Other NTF funds
Three Months Ended September 30,202020192020201920202019
Three Months Ended March 31,Three Months Ended March 31,202120202021202020212020
Balance at beginning of periodBalance at beginning of period$211,558 $168,064 $273,346 $254,460 $192,999 $197,777 Balance at beginning of period$176,089 $200,826 $341,689 $286,275 $223,857 $202,068 
Net inflows (outflows)Net inflows (outflows)(21,280)18,044 3,564 7,408 (2,504)(5,586)Net inflows (outflows)(12,522)1,989 12,805 6,531 (4,688)(10,565)
Net market gains (losses) and otherNet market gains (losses) and other34 843 17,539 1,296 13,098 2,482 Net market gains (losses) and other14 913 19,323 (57,183)8,120 (29,864)
Balance at end of periodBalance at end of period$190,312 $186,951 $294,449 $263,164 $203,593 $194,673 Balance at end of period$163,581 $203,728 $373,817 $235,623 $227,289 $161,639 

Schwab Money
Market Funds
Schwab Equity and
Bond Funds, ETFs, and CTFs
Mutual Fund OneSource®
and Other NTF funds
Nine Months Ended September 30,202020192020201920202019
Balance at beginning of period$200,826 $153,472 $286,275 $209,471 $202,068 $180,532 
Net inflows (outflows)(11,665)30,735 8,679 20,789 (17,557)(16,729)
Net market gains (losses) and other1,151 2,744 (505)32,904 19,082 30,870 
Balance at end of period$190,312 $186,951 $294,449 $263,164 $203,593 $194,673 

- 139 -


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)

Trading Revenue
The following table presents trading revenue and related information:
Three Months Ended September 30,Percent
Change
Nine Months Ended
September 30,
Percent
Change
2020201920202019
Trading revenue (1)
$181 $206 (12)%$562 $630 (11)%
Clients’ daily average trades (DATs) (in thousands)1,460 718 103 %1,539 737 109 %
Number of trading days64.0 63.5 %189.0 187.5 %
Revenue per trade (2)
$1.94 $4.52 (57)%$1.93 $4.56 (58)%
Note:     Effective October 7, 2019, CS&Co eliminated online trade commissions for U.S. and Canadian-listed stocks and ETFs, as well as the base charge on options.
Three Months Ended March 31,Percent
Change
20212020
Trading revenue$1,216 $188 N/M
Clients’ daily average trades (DATs) (in thousands)8,414 1,540 N/M
Number of trading days61.0 62.0 (2)%
Revenue per trade (1)
$2.37 $1.97 20 %
(1)     Beginning in the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.
(2) Revenue per trade is calculated as trading revenue divided by DATs multiplied by the number of trading days.
N/M Not meaningful. Percentage changes greater than 200% are presented as not meaningful.

Trading revenue decreased $25 million, or 12%, and $68 million, or 11%,increased $1.0 billion in the thirdfirst quarter and first nine months of 20202021 compared to the same periodsperiod in 2019,2020, primarily due primarily to our October 2019 pricing actions,the acquisition of TD Ameritrade and heightened client engagement, which more than offset atogether drove significantly higher DATs. This increased trading activity drove significant increasegrowth in clients’ daily average tradesboth commissions and higher order flow revenue. Order flowOverall, TD Ameritrade contributed $980 million of trading revenue was $67 millionin the first quarter of 2021.

Bank Deposit Account Fees

Beginning in the fourth quarter of 2020, the Company began earning bank deposit account fee revenue pursuant to the Insured Deposit Account agreement (IDA agreement) with TD Bank USA, National Association and $34TD Bank, National Association (together, the TD Depository Institutions) and arrangements with other third-party banks. Bank deposit account fees are primarily affected by average BDA balances and 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 $351 million during the third quartersthree months ended March 31, 2021. During this period, the total average BDA balance was $166.8 billion, of 2020which approximately 80% was designated as fixed-rate obligation amounts and 2019, and $194 million and $99 million during the first nine months of 2020 and 2019, respectively. The increases in order flow revenue were due to a higher volume of trades throughout the third quarter and first nine months of 2020 relative to the same periods in 2019.approximately 20% as floating-rate obligation amounts.

Other Revenue

Other revenue includes exchange processing fees, certain service fees, software fees, and non-recurring gains. Other revenue increased $15$191 million or 31%, in the third quarter of 2020 compared to the third quarter of 2019 primarily due to increases in exchange processing fees and other service fees.

Other revenue decreased $37 million, or 19% in the first nine monthsquarter of 20202021 compared to the same period in 20192020 primarily driven by a gain fromdue to the saleacquisition of a portfolio management and reporting software solution for advisors to Tamarac Inc. recognized in the second quarter of 2019, a gain from the assignment of leased office space recognized in the first quarter of 2019, and an increase in the allowance for credit losses on bank loans in the first quarter of 2020. These decreases in the first nine months of 2020 compared with the same period in 2019 were partially offset byTD Ameritrade as well as higher exchange processing fees due toresulting from higher trade volume.volumes.


- 1410 -


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)

Total Expenses Excluding Interest

The following table shows a comparison of expenses excluding interest:
Three Months Ended
September 30,
Percent
Change
Nine Months Ended
September 30,
Percent
Change
Three Months Ended
March 31,
Percent
Change
202020192020201920212020
Compensation and benefitsCompensation and benefitsCompensation and benefits
Salaries and wagesSalaries and wages$532 $546 (3)%$1,557 $1,498 %Salaries and wages$776 $502 55 %
Incentive compensationIncentive compensation179 183 (2)%587 597 (2)%Incentive compensation409 227 80 %
Employee benefits and otherEmployee benefits and other129 128 %412 419 (2)%Employee benefits and other245 168 46 %
Total compensation and benefitsTotal compensation and benefits$840 $857 (2)%$2,556 $2,514 %Total compensation and benefits$1,430 $897 59 %
Professional servicesProfessional services194 168 15 %574 516 11 %Professional services226 182 24 %
Occupancy and equipmentOccupancy and equipment155 144 %449 408 10 %Occupancy and equipment237 142 67 %
Advertising and market developmentAdvertising and market development66 71 (7)%203 217 (6)%Advertising and market development116 67 73 %
CommunicationsCommunications73 63 16 %226 187 21 %Communications147 75 96 %
Depreciation and amortization (1)
Depreciation and amortization (1)
97 82 18 %284 235 21 %
Depreciation and amortization (1)
129 90 43 %
Amortization of acquired intangible assets (1)
Amortization of acquired intangible assets (1)
25 N/M43 20 115 %
Amortization of acquired intangible assets (1)
154 N/M
Regulatory fees and assessmentsRegulatory fees and assessments36 30 20 %106 92 15 %Regulatory fees and assessments78 34 129 %
OtherOther73 54 35 %250 190 32 %Other238 77 N/M
Total expenses excluding interestTotal expenses excluding interest$1,559 $1,475 %$4,691 $4,379 %Total expenses excluding interest$2,755 $1,570 75 %
Expenses as a percentage of total net revenuesExpenses as a percentage of total net revenuesExpenses as a percentage of total net revenues
Compensation and benefitsCompensation and benefits34 %32 %34 %31 %Compensation and benefits30 %34 %
Advertising and market developmentAdvertising and market development%%%%Advertising and market development%%
Full-time equivalent employees (in thousands)Full-time equivalent employees (in thousands)Full-time equivalent employees (in thousands)
At quarter endAt quarter end22.119.812 %At quarter end32.020.258 %
AverageAverage22.120.2%21.120.1%Average32.120.061 %
(1) Beginning in the third quarter of 2020, amortization of acquired intangible assets was reclassified from depreciation and amortization. Prior periods have been reclassified to reflect this change.
N/M Not meaningful. Percentage changes greater than 200% are presented as not meaningful.

Expenses excluding interest increased by 6% and 7%$1.2 billion, or 75%, in the thirdfirst quarter and first nine months of 2020, respectively,2021 compared to the same periodsperiod in 2019.2020. In the first quarter of 2021, total expenses excluding interest included $917 million from TD Ameritrade. Adjusted total expenses, which excludes acquisition and integration-related costs and amortization of acquired intangible assets, increased 2% and 3%$955 million, or 63%, in the thirdfirst quarter and first nine months of 2020, respectively.2021 compared the same period in 2020. See Non-GAAP Financial Measures for further details and a reconciliation of such measures to GAAP reported results.

Total compensation and benefits remained relatively flatincreased in the thirdfirst quarter and first nine months of 2020,2021, compared to the same periodsperiod in 2019. Increases2020, primarily due to an overall increase in employee headcount, in 2020driven primarily by our acquisition of TD Ameritrade. The increase was also due to additional headcount to support our expanding client base and service levels amidst heightened client engagement, as well as annual merit increases and higher bonus accrual. Compensation and benefits in the first quarter of 2021 included $72 million of acquisition and integration-related activity, including the hiring of approximately 400 former USAA employees in connection with the USAA-IMCO acquisition, were partially offset by severance charges incurredcosts, up from $8 million in the thirdfirst quarter of 2019 and a lower corporate bonus accrual in 2020. The increase in the year-to-date amounts 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 the COVID-19 pandemic.

Professional services expense increased in the thirdfirst quarter and first nine months of 20202021 compared to the same periodsperiod in 2019,2020, primarily due to expenses relating tothe inclusion of TDA’s results of operations and overall growth in the business. Professional services expense included $27 million of acquisition and integration-related activity.costs, increasing from $23 million in the first quarter of 2020.

Occupancy and equipment expense increased in the thirdfirst quarter and first nine months of 20202021 compared to the same periodsperiod in 2019,2020, primarily due to the inclusion of TDA’s results of operations and costs related to the integration of TD Ameritrade, as well as an increase in technology equipment costs associated with higher customer trade volumes and overall growth in the business.
CommunicationsAdvertising and market development expense increased in the thirdfirst quarter and first nine months of 20202021 compared to the same periodsperiod in 2019,2020, primarily due to higher customer trade volumes as well as overall growth in our business and client base.
Depreciation and amortization expenses grew in the third quarter and first nine monthsinclusion of 2020 compared to the same periods in 2019, primarily due to higher amortizationTDA’s results of purchased and internally developed software, as well as higher depreciation of buildings and equipment related to expansion of our campuses in the U.S. in 2019 and 2020. Amortization of acquired intangible assets grew due to acquisitions completed in the second and third quarters of 2020.operations.
- 1511 -


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 expensesCommunications expense increased in the thirdfirst quarter and first nine months of 20202021 compared to the same periodsperiod in 2019,2020, primarily due the inclusion of TDA’s results of operations, as well as higher communications expenses due to higher customer trade volumes and overall growth of the business.

Depreciation and amortization expenses grew in the first quarter of 2021 compared to the same period in 2020, primarily resulting from growth in fixed assets due to the TDA acquisition, higher amortization of purchased and integration-related costsinternally developed software, and higher depreciation of buildings related to expansion of our campuses in the U.S. Amortization of acquired intangible assets increased in 2021 as a result of acquisitions completed in 2020.

Regulatory fees and assessments increased in the first quarter of 2021 primarily as a result of the inclusion of TDA’s results of operations and overall growth in the business, including higher FDIC assessments due to asset growth.

Other expense increased in the first quarter of 2021 compared to the same period in 2020, primarily due the inclusion of TDA’s results of operations and increases in processing fees and related expenses due to higher customer trade volumes and market volatility. These increases were partially offset by lower travel and entertainment expense.

Capital expenditures were $122$209 million and $541$250 million in the thirdfirst quarter of 2021 and first nine months of 2020, respectively, compared with $190 million and $544 millionrespectively. The decrease in capital expenditures from the third quarter and first nine months of 2019, respectively. Capital expenditures decreased in the third quarter and first nine months of 2020 compared to the same periods in 2019,prior year was primarily due to lower building expansion and lower capitalized software costs in 20202021, partially offset by higher hardware costs relative to the first ninethree months of 2019, largely offset by higher capitalized software costs.2020. We anticipate capital expenditures for full-year 20202021 to be approximately 5-6%6-7% of total net revenues.

Taxes on Income

Taxes on income were $191$476 million and $285$252 million for the thirdfirst quarters of 20202021 and 2019,2020, respectively, resulting in effective income tax rates on income before taxes of 21.5%24.3% and 23.1%, respectively. Taxes on income were $660 million and $884 million for the first nine months of 2020 and 2019, respectively, resulting in effective income tax rates on income before taxes of 23.4% and 23.7%24.1%, respectively. The decreaseincrease in the effective tax rate in the thirdfirst quarter and first nine months of 20202021 compared to the same periodsperiod in 20192020 was primarily due to federalthe impact of state rate changes on the Company’s deferred tax liabilities during the first quarter of 2021, increased state tax expense due to uncertain tax position accruals, and state-related tax benefits recognized during the current period including settlementfirst quarter of the IRS examination of tax years 2011-2014 and an increase in Low-Income Housing Tax Credit (LIHTC) benefits.2020. Partially offsetting the decreaseincrease 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 during the nine-month period.first quarter of 2021.
- 16 -


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)

Segment Information

Financial information for our segments is presented in the following tables:
Investor ServicesAdvisor ServicesTotal
Three Months Ended September 30,Percent Change20202019Percent Change20202019Percent Change20202019
Net Revenues         
Net interest revenue(20)%$948 $1,182 (12)%$395 $449 (18)%$1,343 $1,631 
Asset management and administration fees10 %643 586 (9)%217 239 %860 825 
Trading revenue (1)
(1)%139 140 (36)%42 66 (12)%181 206 
Other (1)
42 %51 36 — 13 13 31 %64 49 
Total net revenues(8)%1,781 1,944 (13)%667 767 (10)%2,448 2,711 
Expenses Excluding Interest%1,167 1,070 (3)%392 405 %1,559 1,475 
Income before taxes on income(30)%$614 $874 (24)%$275 $362 (28)%$889 $1,236 
Net New Client Assets (in billions) (2)
(26)%$18.9 $25.4 %$32.3 $31.2 (10)%$51.2 $56.6 
Investor ServicesAdvisor ServicesTotalInvestor ServicesAdvisor ServicesTotal
Nine Months Ended September 30,Percent Change20202019Percent Change20202019Percent Change20202019
Three Months Ended March 31,Three Months Ended March 31,Percent Change20212020Percent Change20212020Percent Change20212020
Net RevenuesNet RevenuesNet Revenues         
Net interest revenueNet interest revenue(14)%$3,028 $3,531 (8)%$1,276 $1,390 (13)%$4,304 $4,921 Net interest revenue29 %$1,454 $1,128 %$457 $444 22 %$1,911 $1,572 
Asset management and administration feesAsset management and administration fees%1,826 1,679 (4)%662 687 %2,488 2,366 Asset management and administration fees24 %742 600 21 %274 227 23 %1,016 827 
Trading revenue (1)
Trading revenue (1)
(6)%396 421 (21)%166 209 (11)%562 630 
Trading revenue (1)
N/M1,097 119 72 %119 69 N/M1,216 188 
Other (1)
%122 115 (53)%39 83 (19)%161 198 
Bank deposit account feesBank deposit account feesN/M254 — N/M97 — N/M351 — 
OtherOtherN/M178 20 N/M43 10 N/M221 30 
Total net revenuesTotal net revenues(7)%5,372 5,746 (10)%2,143 2,369 (7)%7,515 8,115 Total net revenues100 %3,725 1,867 32 %990 750 80 %4,715 2,617 
Expenses Excluding InterestExpenses Excluding Interest%3,489 3,189 %1,202 1,190 %4,691 4,379 Expenses Excluding Interest83 %2,109 1,154 55 %646 416 75 %2,755 1,570 
Income before taxes on incomeIncome before taxes on income(26)%$1,883 $2,557 (20)%$941 $1,179 (24)%$2,824 $3,736 Income before taxes on income127 %$1,616 $713 %$344 $334 87 %$1,960 $1,047 
Net New Client Assets (in billions) (2)(1)
Net New Client Assets (in billions) (2)(1)
131 %$167.2 $72.5 30 %$94.6 $73.0 80 %$261.8 $145.5 
Net New Client Assets (in billions) (2)(1)
84 %$65.1 $35.3 81 %$68.7 $37.9 83 %$133.8 $73.2 
(1) Beginning in the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.
(2) In the third quarter and first ninethree months of 2020, Advisor2021, Investor Services includes an inflowoutflow of $8.5 billion related to the acquisition of Wasmer, Schroeder & Company, LLC. Also in the first nine months of 2020, Investor Services includes inflows of $79.9 billion related to the acquisition of the assets of USAA-IMCO and $10.9$14.4 billion from a mutual fund clearing services client.
N/M Not meaningful. Percentage changes greater than 200% are presented as not meaningful.
Segment Net Revenues

Investor Services

Total and Advisor Services total net revenuesdecreased increased by 8%100% and 7%32%, respectively, in the thirdfirst quarter and first nine months of 2020, respectively,2021 compared to the same periodsquarter in 2019,2020, primarily due to decreasesour October 6, 2020 acquisition of TD Ameritrade, as both segments saw growth in all revenue line items. The increase in net interest revenue and trading revenue, partially offset by an increase in asset management and administration fees. Net interest revenue decreased primarilyboth segments was due to lower average investment yields, partially offset by growth in interest-earning assets. Trading revenue decreased primarily as a result of our 2019 pricing actions, more than offsetting higher trading volume in 2020. Asset management and administration fees increased primarily due to higher balances in advice solutions, including managed account assets from USAA, as well as increased balances in purchased money market funds, partially offset by money market fund fee waivers.

Expenses excluding interest increased by 9% both in the third quarter and first nine months of 2020, compared to the same periods in 2019, primarily due to increases in compensation and benefits, professional services, depreciation and amortization, amortization of acquired intangible assets, and other expenses. Compensation and benefits increased primarily as a result of increased headcount to support our expanding client base and acquisition and integration-related activities, as well as the Company’s March 2020 payment of $1,000 to all non-officer employees to help them cover costs due to the COVID-19 pandemic, partially offset by severance charges incurred in the third quarter of 2019 and a lower corporate bonus accrual in 2020. Professional services increased primarily due to acquisition and integration-related activity. Depreciation and amortization increased primarily due to higher amortization of purchased and internally developed software and higher depreciation of buildings and equipment related to expansion of our campuses in 2019 and 2020. Amortization of acquired intangible assets increased due to our 2020 acquisitions. Other expenses increased primarily due to acquisition and integration-interest-
- 1712 -


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)

related costs, as well as exchange processing fees and related expenses resulting from higher customer trade volumes and market volatility,earning assets, partially offset by lower travel and entertainment expenses.

Advisor Services

Total net revenuesdecreasedby 13% and 10%average yields. Growth in the third quarter and first nine months of 2020, respectively, compared to the same periods in 2019, primarily due to decreases in net interest revenue, asset management and administration fees trading revenue, and other revenue. Net interest revenue decreased primarily due to lower average investment yields, partially offsetin Investor Services was supported by growth in interest-earning assets. Assetadvice solutions, including managed account assets from USAA, and asset management and administration fees decreased primarily due to lower Mutual Fund OneSource® balances. Trading revenue decreased primarilygrew in both segments as a result of overall strength in the Company’s 2019 pricing actions,equity markets, partially offset by highermoney market fund fee waivers. The increase in trading volume. The year to date decreaserevenue for both segments was also supported by a significant increase in otherclient trading activity. Bank deposit account fee revenue was primarily driven by a gain fromearned at both segments during the sale of a portfolio management and reporting software solution for advisors to Tamarac Inc. recognized in the secondfirst quarter of 2019,2021, following the TDA acquisition.

Segment Expenses Excluding Interest

Investor Services and a gain from the assignment of leased office space recognizedAdvisor Services total expenses excluding interest increased by 83% and 55%, respectively, in the first quarter of 2019.

Expenses excluding interest remained relatively flat, decreasing 3% and increasing 1% in the third quarter and first nine months of 2020, respectively,2021 compared to the same periodsquarter in 2019. Compensation and benefits decreased2020, primarily due to third quarterthe inclusion of 2019 severance chargesTD Ameritrade’s results of operations and a lower corporate bonus accrual in 2020, partially offset by increased headcount and the Company’s March 2020 payment of $1,000 to all non-officer employees to help them cover costs incurred due to the COVID-19 pandemic. Largely offsetting this decrease were increases in professional services, depreciation and amortization, and communications. The increase in professional services was driven by expenses related to our acquisitions and overall growth in the business. Depreciation and amortization increased due to higher amortization of purchased and internally developed software, and higher depreciation of buildings and equipment related to expansion of our campuses. Communications expense increased due to higher customer trade volumesvolume. In addition, both segments saw higher compensation and overall growthbenefits expenses due to additional increases in headcount to support our businessexpanding client base and service levels amidst heightened client base.engagement, as well as annual merit increases and higher bonus accrual. For Investor Services, total expenses excluding interest also increased as a result of our hiring former USAA employees in connection with the 2020 acquisition of assets of USAA-IMCO.


RISK MANAGEMENT

Schwab’s business activities expose usit 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.

As part of our integration of TD Ameritrade, the Company is aligning TD Ameritrade’s historical risk exposures with Schwab’s risk appetite. Our integration work includes evaluating new or changed risks impacting the combined company, and may involve modifications to our existing risk management processes. Though integration work continues, the Company’s operations, inclusive of TD Ameritrade, remain consistent with our Enterprise Risk Management (ERM) framework.

For a discussion of our risk management programs, see Item 7 – Risk Management in the 20192020 Form 10-K.

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 short 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.

- 18 -


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 that 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.

- 13 -


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 shows the simulated change to net interest revenue change over the next 12 months beginning September 30, 2020March 31, 2021 and December 31, 20192020 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:
September 30, 2020December 31, 2019March 31, 2021December 31, 2020
Increase of 100 basis pointsIncrease of 100 basis points13.9 %4.8 %Increase of 100 basis points14.2 %14.2 %
Decrease of 100 basis pointsDecrease of 100 basis points(4.8)%(7.4)%Decrease of 100 basis points(4.2)%(4.3)%
The change in netNet interest revenue sensitivities as of September 30,March 31, 2021 remained relatively consistent with December 31, 2020, reflects a significantly lower interest rate curve from the fourth quarter of 2019 due to the global economic impact from the COVID-19 pandemic.continued low interest rate environment. 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 on the Company’s investment and loan portfolio to a greater degree than any offsetting reduction in interest expense from funding sources, compressing net interest margin.

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 March 31, 2021, 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) 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.

As a result of the low Our net interest rate environment in the third quarter and first nine months of 2020, the downward assessments of our net interestrevenue, bank deposit account fee revenue, and EVE simulations as of September 30, 2020 reflectedreflect the assumption of non-negative investment yields.

Through our IDA agreement and bank deposit account agreements with other third-party depository institutions resulting from our acquisition of TD Ameritrade, we expect to start earning significant bank deposit account fee revenue beginning in the fourth quarter of 2020. Though accounted for and presented separately from net interest revenue, bank deposit account fee revenue will be sensitive to interest rates. Therefore, beginning in the fourth quarter of 2020, management will evaluate bank deposit account fee revenue as part of Schwab’s comprehensive management of our exposure to interest rate risk, through modeling and simulation analysis.

See Overview and Item 1 – Notes 3 and 17 for additional information on the Company’s acquisition of TD Ameritrade and the amended IDA agreement.

Expected Phase-out of LIBOR

The Company has established a firm-wide team to address the likely discontinuationphasing-out of LIBOR. As part of our efforts, we have assessed our LIBOR exposures, the largest of which are certain investment securities and loans. In purchasing new investment securities, we ensure that appropriate fall-back language is in the security’s prospectus in the event that LIBOR is unavailable or deemed unreliable, and we have sold certain securities lacking appropriate fall-back language. We are updating loan agreements to ensure new LIBOR-based loans adequately provide for an alternative to LIBOR. Furthermore, we plan to phase-out the use of LIBOR as a reference rate in our new lending products before the end of December 2021. Consistent with our “Through Clients’ Eyes” strategy, our focus throughout2021, per guidance from the LIBOR transition process is to ensure clients are treated fairly and consistently as this major change is occurring 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.Federal Reserve Board.

- 19 -


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 Risk

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.

- 14 -


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)

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.

In addition to internal sources of liquidity, Schwab has access to external funding. The following table describes external debt facilities available at September 30, 2020:March 31, 2021:
DescriptionBorrowerOutstandingAvailable
Federal Home Loan Bank secured credit facility (1)
Banking subsidiaries$— $45,46154,539 
Federal Reserve discount window (2)
Banking subsidiaries— 7,55210,050 
Uncommitted, unsecured lines of credit with various external banksCSC, CS&Co— 1,522 
Unsecured commercial paper(3)
CSC1,500 — 750 
Committed, unsecured credit facility with various external banks(4)
CSC— 700 
Committed, unsecured credit facilities with various external banks (5)
TDAC— 1,450 
Secured uncommitted lines of credit with various external banks (6)
TDAC1,000 
— 
(1) Amounts available are dependent on the amount of first lien residential real estate mortgage loans (First Mortgages), home equity lines of credit (HELOCs),First Mortgages, HELOCs, and the fair value of certain investment securities that are pledged as collateral.
(2) Amounts available are dependent on the fair value of certain investment securities that are pledged as collateral.
(3) In February 2021, the Company increased the amount of commercial paper available to issue from $750 million to $1.5 billion.
(4) This facility matures on May 28, 2021, and the Company anticipates it will not renew this facility.
(5) Comprised of two senior unsecured committed facilities for $850 million and $600 million. The $850 million senior revolving credit facility matured on April 20, 2021 and was not renewed.
(6) Secured borrowing capacity is made available based on TDAC’s ability to provide acceptable collateral to the lender as determined by the credit agreement.

CSC’s ratings for Commercial Paper Notes are P1 by Moody’s Investor Service (Moody’s), A1 by Standard & Poor’s Rating Group (Standard & Poor’s), and F1 by Fitch Ratings, Ltd (Fitch) at September 30, 2020March 31, 2021 and December 31, 2019.2020.

CSC also has a universal automatic shelf registration statement on file with the SEC, which enables it to issue debt, equity, and other securities.

Liquidity Coverage Ratio

Pursuant to the 2019 interagency regulatory capital and liquidity rules, beginning in the first quarter of 2020, Schwab becameis currently subject to a reduced LCR rule requiring the Company to hold high quality liquid assets (HQLA) in an amount equal to at least 85% of the Company’s projected net cash outflows over a prospective 30-calendar-day period of acute liquidity stress, calculated on each business day. See Part I – Item 1 – Regulation in the 20192020 Form 10-K for additional information. The Company was in compliance with the reduced LCR rule at September 30, 2020.March 31, 2021. Schwab will become subject to the full (100%) LCR on October 1, 2021. The table below presents information about our average daily LCR:
Average for the
Three Months Ended
September 30, 2020March 31, 2021
Total eligible high quality liquid assets$70,02187,451 
Net cash outflows$64,59581,892 
LCR108107 %

- 2015 -


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)

Borrowings

The following are details of the Senior Notes:
September 30, 2020Par
Outstanding
MaturityWeighted Average
Interest Rate
Moody’sStandard
& Poor’s
Fitch
March 31, 2021March 31, 2021Par
Outstanding
MaturityWeighted Average
Interest Rate
Moody’sStandard
& Poor’s
Fitch
CSC Senior NotesCSC Senior Notes$7,881 2021 - 20303.27%A2ACSC Senior Notes$13,881 2021 - 20312.33%A2A
TDA Senior NotesTDA Senior Notes$3,550 2021 - 20292.79%A2A

2020New Debt Issuances

Schwab’s debt issuances in 2020the first quarter of 2021 were senior unsecured obligations with interestobligations. Interest is payable semi-annually.semi-annually for the fixed-rate Senior Notes and quarterly for the floating-rate Senior Notes. Additional details are as follows:
Issuance DateIssuance AmountMaturity DateInterest Rate
03/24/20$600 03/24/254.200 %
03/24/20$500 03/22/304.625 %
Issuance DateIssuance AmountMaturity DateInterest Rate
03/18/2021$1,500 03/18/20240.750 %
03/18/2021$1,250 03/18/2024SOFR + 0.500%
03/18/2021$1,250 03/20/20282.000% 

2020 Equity Issuances

CSC’s preferred stock issued and net proceeds for the nine months ended September 30, 2020first quarter of 2021 are as follows:
Date Issued and SoldNet Proceeds
Series GIApril 30, 2020March 18, 2021$2,4702,222 
Series JMarch 30, 2021$584 

On April 6, 2021, the Company announced it will redeem on June 1, 2021, all of the outstanding shares of its 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, and the corresponding depositary shares. The redemption will be funded with the net proceeds from the Series J preferred stock offering.

For further discussion of CSC’s long-term debt and information on the equity offerings, see Item 1 – Notes 9 and 13.

TD Ameritrade Acquisition

Subsequent to September 30, 2020, the Company completed its acquisition of TD Ameritrade, effective October 6, 2020. TDA Holding has $3.6 billion of par value unsecured Senior Notes (TDA Senior Notes) outstanding, which were recognized at the date of acquisition at provisional fair value with no change in existing terms. For additional information on our acquisition of TD Ameritrade and the terms of the TDA Senior Notes, see Item 1 – Notes 3 and 9.

TD Ameritrade Lines of Credit and Revolving Credit Facilities

TDAC utilizes secured uncommitted lines of credit for short-term liquidity, under which TDAC borrows on either a demand or short-term basis and pledges client margin securities as collateral. There were no borrowings outstanding under the secured uncommitted lines of credit as of the effective time of the acquisition on October 6, 2020.

TDAC has access to two senior unsecured committed revolving credit facilities with an aggregate principal amount of $1.45 billion, consisting of an $850 million senior revolving credit facility and a $600 million senior revolving credit facility, maturing on April 20, 2021 and April 21, 2022, respectively. There were no borrowings outstanding under the TDAC senior revolving facilities as of the effective time of the acquisition on October 6, 2020.

TDA Holding has access to a senior unsecured committed revolving credit facility in the aggregate principal amount of $300 million. The maturity date of the TDA Holding revolving credit facility is April 21, 2022. As of October 6, 2020, Schwab entered into a guaranty supplement to guarantee the obligations of TD Ameritrade under this credit agreement. The provision of the guaranty supplement by Schwab was a condition for certain financial covenant and reporting obligations being modified in the credit agreement. There were no borrowings outstanding under the TDA Holding revolving credit facility as of the effective time of the acquisition on October 6, 2020.14.


- 21 -


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)

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.

As a result of the significant inflowinflows of client cash in the first nine months of 2020, our consolidated Tier 1 Leverage Ratio declined from 7.3% at year-end 2019 to 5.7% at September 30, 2020, below our long-term operating objective for consolidated CSC of 6.75%-7.00% but, ending 2020 at 6.3%. Due to our March 2021 issuances of preferred stock and strength in earnings in the first quarter of 2021, our Tier 1 Leverage Ratio increased to 6.4% at March 31, 2021. Though still below our long-term operating objective, this ratio is well above the regulatory minimum of 4.00%.minimum. The pace of our return to theour 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. We continue to manage our capital position in accordance with our policy and strategy described above and in further detail in the 2019our 2020 Form 10-K.

- 16 -


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)

Regulatory Capital Requirements

CSC and CSBour banking subsidiaries are subject to various capital requirements set by regulatory agencies as discussed in further detail in the 20192020 Form 10-K and in Item 1 – Note 15.17. As of September 30, 2020,March 31, 2021, CSC and CSBour banking subsidiaries are considered well capitalized.

The following table details CSC’s consolidated and CSB’s capital ratios as of September 30, 2020March 31, 2021 and December 31, 2019:2020:
September 30, 2020 (1)
December 31, 2019 (1)
CSCCSBCSCCSB
Total stockholders’ equity$31,331 $21,606 $21,745 $14,832 
Less:
Preferred stock5,263 — 2,793 — 
Common Equity Tier 1 Capital before regulatory adjustments$26,068 $21,606 $18,952 $14,832 
Less:
Goodwill, net of associated deferred tax liabilities$1,694 $13 $1,184 $13 
Other intangible assets, net of associated deferred tax liabilities1,234 — 104 — 
Deferred tax assets, net of valuation allowances and deferred tax liabilities16 11 — 
AOCI adjustment (1)
5,686 4,934 — — 
Common Equity Tier 1 Capital$17,438 $16,648 $17,660 $14,819 
Tier 1 Capital$22,701 $16,648 $20,453 $14,819 
Total Capital22,735 16,680 20,472 14,837 
Risk-Weighted Assets109,364 87,019 90,512 71,521 
Total Leverage Exposure408,295 302,520 286,813 216,582 
Common Equity Tier 1 Capital/Risk-Weighted Assets15.9 %19.1 %19.5 %20.7 %
Tier 1 Capital/Risk-Weighted Assets20.8 %19.1 %22.6 %20.7 %
Total Capital/Risk-Weighted Assets20.8 %19.2 %22.6 %20.7 %
Tier 1 Leverage Ratio5.7 %5.6 %7.3 %7.1 %
Supplementary Leverage Ratio5.6 %5.5 %7.1 %6.8 %
(1) 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. Therefore, AOCI is excluded from the amounts and ratios presented as of September 30, 2020. In 2019, CSC and CSB were required to include all components of AOCI in regulatory capital; the amounts and ratios for December 31, 2019 are presented on this basis.
March 31, 2021December 31, 2020
CSCCSBCSCCSB
Total stockholders’ equity$55,594 $21,790 $56,060 $22,223 
Less:
Preferred stock10,539 — 7,733 — 
Common Equity Tier 1 Capital before regulatory adjustments$45,055 $21,790 $48,327 $22,223 
Less:
Goodwill, net of associated deferred tax liabilities$11,897 $13 $11,897 $13 
Other intangible assets, net of associated deferred tax liabilities7,966 — 8,103 — 
Deferred tax assets, net of valuation allowances and deferred tax liabilities17 12 17 12 
AOCI adjustment878 654 5,394 4,672 
Common Equity Tier 1 Capital$24,297 $21,111 $22,916 $17,526 
Tier 1 Capital$34,836 $21,111 $30,649 $17,526 
Total Capital34,874 21,130 30,688 17,558 
Risk-Weighted Assets133,167 96,252 123,881 91,062 
Total Leverage Exposure547,854 355,689 491,469 325,437 
Common Equity Tier 1 Capital/Risk-Weighted Assets18.2 %21.9 %18.5 %19.2 %
Tier 1 Capital/Risk-Weighted Assets26.2 %21.9 %24.7 %19.2 %
Total Capital/Risk-Weighted Assets26.2 %22.0 %24.8 %19.3 %
Tier 1 Leverage Ratio6.4 %6.0 %6.3 %5.5 %
Supplementary Leverage Ratio6.4 %5.9 %6.2 %5.4 %

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 Federal Reserve and the Texas Department of Savings and Mortgage Lending (TDSML) to declare dividends to CSC.

As a broker-dealer,broker-dealers, CS&Co, isTDAC, and TD Ameritrade, Inc. are subject to regulatory requirements of the Uniform Net Capital Rule.Rule, which is intended to ensure the general financial soundness and liquidity of broker dealers. At September 30, 2020,March 31, 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 1 – Note 17 for additional information on the components of stockholders’ equity and information on the capital requirements of significant subsidiaries.

IDA Agreement

Pursuant to the IDA agreement, Schwab will move uninsured IDA balances out of the IDA sweep program on June 30, 2021. The IDA agreement also provides that, starting July 1, 2021, Schwab will have the option 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 overall capital management strategy includes supporting migration of the uninsured IDA balances on June 30, 2021 as well as optional 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 these incremental deposits and the availability of IDA balances designated as floating-rate obligations. See Note 10 for further information on the IDA agreement.

- 2217 -


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 to the capital requirements above, Schwab’s subsidiaries are subject to other regulatory requirements intended to ensure financial soundness and liquidity. See Item 1 – Note 15 for additional information on the components of stockholders’ equity and information on the capital requirements of significant subsidiaries.

Dividends

On January 30, 2020, the Board of Directors of the Company declared a one cent, or 6%, increase in the quarterly cash dividend to $.18 per common share.

Cash dividends paid and per share amounts for the first ninethree months of 20202021 and 20192020 are as follows:
2020201920212020
Nine Months Ended September 30,Cash PaidPer Share
Amount
Cash PaidPer Share
Amount
Common Stock$700 $.54 $679 $.51 
Three Months Ended March 31,Three Months Ended March 31,Cash PaidPer Share
Amount
Cash PaidPer Share
Amount
Common and Nonvoting Common StockCommon and Nonvoting Common Stock$341 $.18 $233 $.18 
Series A Preferred Stock (1)
Series A Preferred Stock (1)
28 70.00 28 70.00 
Series A Preferred Stock (1)
14 35.00 14 35.00 
Series C Preferred Stock (2)
Series C Preferred Stock (2)
27 45.00 27 45.00 
Series C Preferred Stock (2)
15.00 15.00 
Series D Preferred Stock (2)
Series D Preferred Stock (2)
33 44.64 33 44.64 
Series D Preferred Stock (2)
11 14.88 11 14.88 
Series E Preferred Stock (3)
Series E Preferred Stock (3)
28 4,625.00 28 4,625.00 
Series E Preferred Stock (3)
14 2,312.50 14 2,312.50 
Series F Preferred Stock (4)
Series F Preferred Stock (4)
13 2,500.00 13 2,500.00 
Series F Preferred Stock (4)
— — — — 
Series G Preferred Stock (5)
Series G Preferred Stock (5)
45 1,806.60 N/AN/A
Series G Preferred Stock (5)
34 1,343.75 N/AN/A
Series H Preferred Stock (6)
Series H Preferred Stock (6)
22 888.89 N/AN/A
Series I Preferred Stock (7)
Series I Preferred Stock (7)
— — N/AN/A
Series J Preferred Stock (8)
Series J Preferred Stock (8)
— — N/AN/A
(1) Dividends paid semi-annually until February 1, 2022 and quarterly thereafter.
(2) Dividends paid quarterly.
(3) Dividends paid semi-annually until March 1, 2022 and quarterly thereafter.
(4) Dividends paid semi-annually beginning on June 1, 2018 until December 1, 2027, and quarterly thereafter.
(5) Series G Preferred Stock was issued on April 30, 2020. Dividends are paid quarterly, and the first dividend was paid on September 1, 2020.
(6) Series H Preferred Stock was issued on December 11, 2020. Dividends are paid quarterly, and the first dividend was paid on March 1, 2021.
(7) Series I Preferred Stock was issued on March 18, 2021. Dividends are paid quarterly beginning on June 1, 2021.
(8) Series J Preferred Stock was issued on March 30, 2021. Dividends are paid quarterly beginning 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. There were no repurchases of CSC’s common stock under this authorization during the thirdfirst quarter and first nine months of 2021 or 2020. As of September 30, 2020,March 31, 2021, $1.8 billion remained on our existing authorization.

OTHER

Foreign Exposure
At September 30, 2020,March 31, 2021, Schwab had exposure to non-sovereign financial and non-financial institutions in foreign countries, as well as agencies of foreign governments. At September 30,March 31, 2021, the fair value of these holdings totaled $8.1 billion, with the top three exposures being to issuers and counterparties domiciled in France at $4.7 billion, Germany at $1.2 billion, and Canada at $873 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 $6.1$6.7 billion, Germany at $950 million,$1.2 billion, and Canada at $794$880 million. In addition, Schwab had outstanding margin loans to foreign residents of $1.1$4.7 billion and $2.2 billion at September 30, 2020.March 31, 2021 and December 31, 2020, respectively. Outstanding margin loans to foreign residents at March 31, 2021 and December 31, 2020 include $3.1 billion and $1.2 billion, respectively, attributable to the inclusion of TDA balances.

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 1 – Notes 6, 7, 9, 10, and 11, and Item 8 – Note 14 in the 2019 Form 10-K.

Subsequent to September 30, 2020, and concurrent12. Concurrent with the closing of the acquisition of TD Ameritrade effective October 6, 2020, the Company entered into an IDA agreement with the TD Bank Depository Institutions.Institutions became effective. Pursuant to the IDA agreement, certain TD Ameritrade, Inc. and TDAC brokerage customerclient deposits are required to be swept off-balance sheet to the TD Bank Depository Institutions. TD Ameritrade also maintains agreements
- 2318 -


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)

Institutions. TD Ameritrade also maintains agreements pursuant to which client brokerage cash deposits are swept to other third-party depository institutions. See Item 1 – Note 1710 for additional information on the IDA agreement.

Contractual Obligations

TD Ameritrade’s contractual obligations as of October 6, 2020, the effective date of the acquisition, are primarily comprised of principal and interest on long-term debt. As of the date of acquisition, TDA Holding’s long-term debt had a par value of $3.6 billion. The table below summarizes the estimated future interest and principal payments of TDA Holding’s long-term debt as of October 6, 2020.

October 6, 2020Less than
1 Year
1-3
Years
3-5
Years
More than
5 Years
Total
Long-term debt (1)
$99 $1,509 $1,015 $1,395 $4,018 
(1) Includes principal and estimated future interest payments through 2029 for the TDA Senior Notes. Interest payments are estimated based on the contractual terms of the TDA Senior Notes. Amounts exclude the fair value adjustment resulting from purchase accounting.

Other contractual obligations of TD Ameritrade include leases and purchase obligations entered into in the ordinary course of business for goods and services such as professional services, software, employee compensation and benefits, telecommunications, market information, and advertising and marketing.


CRITICAL ACCOUNTING ESTIMATES

Certain of our accounting policies that involve a higher degree of judgment and complexity are discussed in Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates in the 20192020 Form 10-K. There have been no changes to critical accounting estimates during the first ninethree months of 2020.2021.




- 24 -


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 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 ManagementInvestors and InvestorsUses 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 may beis 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.

Beginning in 2021, 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 following tables present reconciliationsCompensation Committee of GAAP measures to non-GAAP measures:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Total expenses excluding interest (GAAP)$1,559 $1,475 $4,691 $4,379 
Acquisition and integration-related costs (1)
(42)(4)(160)(8)
Amortization of acquired intangible assets(25)(6)(43)(20)
Adjusted total expenses (non-GAAP)$1,492 $1,465 $4,488 $4,351 
CSC’s Board of Directors maintains discretion in evaluating performance against these criteria.
(1) Acquisition and integration-related costs are primarily included in professional services, compensation and benefits, and other expense.
- 2519 -


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)

Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
AmountDiluted EPSAmountDiluted EPSAmountDiluted EPSAmountDiluted EPS
Net income available to common stockholders (GAAP),
Earnings per common share — diluted (GAAP)
$615 $.48 $913 $.70 $1,993 $1.54 $2,725 $2.05 
Acquisition and integration-related costs42 .03 — 160 .12 .01 
Amortization of acquired intangible assets25 .02 — 43 .03 20 .02 
Income tax effects (1)
(16)(.02)(3)— (49)(.03)(7)(.01)
Adjusted net income available to common stockholders
(non-GAAP), Adjusted diluted EPS (non-GAAP)
$666 $.51 $920 $.70 $2,147 $1.66 $2,746 $2.07 
The following tables present reconciliations of GAAP measures to non-GAAP measures:
Three Months Ended March 31,
20212020
Total expenses excluding interest (GAAP)$2,755 $1,570 
Acquisition and integration-related costs (1)
(119)(37)
Amortization of acquired intangible assets(154)(6)
Adjusted total expenses (non-GAAP)$2,482 $1,527 
(1) Acquisition and integration-related costs for the three months ended March 31, 2021 primarily consist of $72 million of compensation and benefits, $27 million of professional services, and $16 million of occupancy and equipment. Acquisition and integration-related costs for the three months ended March 31, 2020 primarily consist of $23 million of professional services, $8 million of compensation and benefits, and $4 million of other expense.

Three Months Ended March 31,
20212020
AmountDiluted EPSAmountDiluted EPS
Net income available to common stockholders (GAAP),
  Earnings per common share — diluted (GAAP)
$1,388 $.73 $757 $.58 
Acquisition and integration-related costs119 .06 37 .03 
Amortization of acquired intangible assets154 .08 — 
Income tax effects (1)
(67)(.03)(11)— 
Adjusted net income available to common stockholders
  (non-GAAP), Adjusted diluted EPS (non-GAAP)
$1,594 $.84 $789 $.61 
(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.

Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended March 31,
202020192020201920212020
Return on average common stockholders' equity (GAAP)Return on average common stockholders' equity (GAAP)10 %20 %12 %20 %Return on average common stockholders' equity (GAAP)12 %14 %
Average common stockholders' equityAverage common stockholders' equity$25,810 $18,544 $22,511 $18,219 Average common stockholders' equity$46,691 $21,215 
Less: Average goodwillLess: Average goodwill(1,735)(1,227)(1,482)(1,227)Less: Average goodwill(11,952)(1,227)
Less: Average acquired intangible assets — netLess: Average acquired intangible assets — net(1,268)(137)(693)(143)Less: Average acquired intangible assets — net(9,915)(125)
Plus: Average deferred tax liabilities related to goodwill and acquired intangible assets — netPlus: Average deferred tax liabilities related to goodwill and acquired intangible assets — net67 67 67 67 Plus: Average deferred tax liabilities related to goodwill and acquired intangible assets — net1,935 67 
Average tangible common equityAverage tangible common equity$22,874 $17,247 $20,403 $16,916 Average tangible common equity$26,759 $19,930 
Adjusted net income available to common stockholders (1)
Adjusted net income available to common stockholders (1)
$666 $920 $2,147 $2,746 
Adjusted net income available to common stockholders (1)
$1,594 $789 
Return on tangible common equity (non-GAAP)Return on tangible common equity (non-GAAP)12 %21 %14 %22 %Return on tangible common equity (non-GAAP)24 %16 %
(1) See table above for the reconciliation of net income available to common stockholders to adjusted net income available to common stockholders (non-GAAP).


- 2620 -


THE CHARLES SCHWAB CORPORATION


Item 3. Quantitative and Qualitative Disclosures About Market Risk

For discussion of the quantitative and qualitative disclosures about market risk, see Risk Management in Item 2.

- 2721 -


Part I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements

THE CHARLES SCHWAB CORPORATION
Condensed Consolidated Statements of Income(1)
(In Millions, Except Per Share Amounts)
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
Three Months Ended
March 31,
202020192020201920212020
Net RevenuesNet RevenuesNet Revenues
Interest revenueInterest revenue$1,432 $1,892 $4,626 $5,817 Interest revenue$2,015 $1,708 
Interest expenseInterest expense(89)(261)(322)(896)Interest expense(104)(136)
Net interest revenueNet interest revenue1,343 1,631 4,304 4,921 Net interest revenue1,911 1,572 
Asset management and administration fees(2)Asset management and administration fees(2)860 825 2,488 2,366 Asset management and administration fees(2)1,016 827 
Trading revenue (1)
Trading revenue (1)
181 206 562 630 
Trading revenue (1)
1,216 188 
Other (1)
64 49 161 198 
Bank deposit account feesBank deposit account fees351 
OtherOther221 30 
Total net revenuesTotal net revenues2,448 2,711 7,515 8,115 Total net revenues4,715 2,617 
Expenses Excluding InterestExpenses Excluding InterestExpenses Excluding Interest
Compensation and benefitsCompensation and benefits840 857 2,556 2,514 Compensation and benefits1,430 897 
Professional servicesProfessional services194 168 574 516 Professional services226 182 
Occupancy and equipmentOccupancy and equipment155 144 449 408 Occupancy and equipment237 142 
Advertising and market developmentAdvertising and market development66 71 203 217 Advertising and market development116 67 
CommunicationsCommunications73 63 226 187 Communications147 75 
Depreciation and amortization (2)
97 82 284 235 
Amortization of acquired intangible assets (2)
25 43 20 
Depreciation and amortizationDepreciation and amortization129 90 
Amortization of acquired intangible assetsAmortization of acquired intangible assets154 
Regulatory fees and assessmentsRegulatory fees and assessments36 30 106 92 Regulatory fees and assessments78 34 
OtherOther73 54 250 190 Other238 77 
Total expenses excluding interestTotal expenses excluding interest1,559 1,475 4,691 4,379 Total expenses excluding interest2,755 1,570 
Income before taxes on incomeIncome before taxes on income889 1,236 2,824 3,736 Income before taxes on income1,960 1,047 
Taxes on incomeTaxes on income191 285 660 884 Taxes on income476 252 
Net IncomeNet Income698 951 2,164 2,852 Net Income1,484 795 
Preferred stock dividends and other (3)
Preferred stock dividends and other (3)
83 38 171 127 
Preferred stock dividends and other (3)
96 38 
Net Income Available to Common StockholdersNet Income Available to Common Stockholders$615 $913 $1,993 $2,725 Net Income Available to Common Stockholders$1,388 $757 
Weighted-Average Common Shares Outstanding:Weighted-Average Common Shares Outstanding:Weighted-Average Common Shares Outstanding:
BasicBasic1,289 1,300 1,288 1,320 Basic1,882 1,287 
Diluted (4)
1,294 1,308 1,294 1,329 
DilutedDiluted1,892 1,294 
Earnings Per Common Shares Outstanding:
Earnings Per Common Shares Outstanding (4):
Earnings Per Common Shares Outstanding (4):
BasicBasic$.48 $.70 $1.55 $2.06 Basic$.74 $.59 
Diluted (4)
$.48 $.70 $1.54 $2.05 
DilutedDiluted$.73 $.58 
(1) Beginning in the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior periodCertain prior year amounts have been reclassified to reflect this change.conform to the current year presentation. See Note 1 for additional information.
(2) Beginning inIncludes fee waivers of $78 million for the thirdfirst quarter of 2020, amortization2021. NaN fee waivers were recognized for the first quarter of acquired intangible assets was reclassified from depreciation and amortization. Prior periods have been reclassified to reflect this change.2020.
(3) Includes preferred stock dividends and undistributed earnings and dividends allocated to non-vested restricted stock units.
(4) AntidilutiveFor the three months ended March 31, 2021, 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 19 million and 17 million sharessame for the third quarters of 2020 and 2019, respectively, and 20 million and 18 million shareseach class. See Note 16 for the first nine months of 2020 and 2019, respectively.additional information.

See Notes to Condensed Consolidated Financial Statements.

- 2822 -


THE CHARLES SCHWAB CORPORATION
Condensed Consolidated Statements of Comprehensive Income
(In Millions)
(Unaudited)

Three Months Ended
September 30,
Nine Months Ended
September 30,
Three Months Ended
March 31,
202020192020201920212020
Net incomeNet income$698 $951 $2,164 $2,852 Net income$1,484 $795 
Other comprehensive income (loss), before tax:Other comprehensive income (loss), before tax:  Other comprehensive income (loss), before tax:  
Change in net unrealized gain (loss) on available for sale securities:Change in net unrealized gain (loss) on available for sale securities:  Change in net unrealized gain (loss) on available for sale securities:  
Net unrealized gain (loss)Net unrealized gain (loss)97 51 7,361 496 Net unrealized gain (loss)(5,917)5,151 
Other reclassifications included in other revenueOther reclassifications included in other revenue(3)(1)(3)(5)Other reclassifications included in other revenue(10)
Amortization of amounts previously recorded upon transfer to held to maturity
from available for sale
10 30 
Other
Other comprehensive income (loss), before taxOther comprehensive income (loss), before tax94 60 7,359 521 Other comprehensive income (loss), before tax(5,927)5,151 
Income tax effectIncome tax effect(19)(15)(1,761)(125)Income tax effect1,411 (1,244)
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax75 45 5,598 396 Other comprehensive income (loss), net of tax(4,516)3,907 
Comprehensive Income$773 $996 $7,762 $3,248 
Comprehensive Income (Loss)Comprehensive Income (Loss)$(3,032)$4,702 

See Notes to Condensed Consolidated Financial Statements.

- 2923 -


THE CHARLES SCHWAB CORPORATION
Condensed Consolidated Balance Sheets
(In Millions, Except Per Share and Share Amounts)
(Unaudited)

September 30, 2020December 31, 2019
Assets  
Cash and cash equivalents$27,465 $29,345 
Cash and investments segregated and on deposit for regulatory purposes (including resale
   agreements of $13,711 at September 30, 2020 and $9,028 at December 31, 2019)
29,579 20,483 
Receivables from brokerage clients — net25,441 21,767 
Available for sale securities (amortized cost of $296,199 at September 30, 2020 and
  $61,155 at December 31, 2019)
303,758 61,422 
Held to maturity securities134,706 
Bank loans — net22,286 18,212 
Equipment, office facilities, and property — net2,346 2,128 
Goodwill1,737 1,227 
Acquired intangible assets — net (1)
1,258 128 
Other assets (1)
5,485 4,587 
Total assets$419,355 $294,005 
Liabilities and Stockholders’ Equity  
Bank deposits$320,717 $220,094 
Payables to brokerage clients52,006 39,220 
Accrued expenses and other liabilities7,465 5,516 
Long-term debt7,836 7,430 
Total liabilities388,024 272,260 
Stockholders’ equity:  
Preferred stock — $.01 par value per share; aggregate liquidation preference of $5,350
  and $2,850 at September 30, 2020 and December 31, 2019, respectively
5,263 2,793 
Common stock — 3 billion shares authorized; $.01 par value per share; 1,487,543,446
  shares issued
15 15 
Additional paid-in capital4,797 4,656 
Retained earnings21,261 19,960 
Treasury stock, at cost — 198,123,876 shares at September 30, 2020 and 201,818,100
  shares at December 31, 2019
(5,691)(5,767)
Accumulated other comprehensive income (loss)5,686 88 
Total stockholders’ equity31,331 21,745 
Total liabilities and stockholders’ equity$419,355 $294,005 
(1) Beginning in the second quarter of 2020, acquired intangible assets — net was reclassified from other assets. Prior periods have been reclassified to reflect this change.
March 31, 2021December 31, 2020
Assets  
Cash and cash equivalents$48,182 $40,348 
Cash and investments segregated and on deposit for regulatory purposes (including resale
   agreements of $13,417 at March 31, 2021 and $14,904 at December 31, 2020)
40,423 50,399 
Receivables from brokerage clients — net74,711 64,440 
Available for sale securities (amortized cost of $340,836 at March 31, 2021 and
  $330,248 at December 31, 2020)
342,006 337,400 
Bank loans — net25,421 23,813 
Equipment, office facilities, and property — net3,054 2,883 
Goodwill11,952 11,952 
Acquired intangible assets — net9,838 9,991 
Other assets7,870 7,783 
Total assets$563,457 $549,009 
Liabilities and Stockholders’ Equity  
Bank deposits$369,898 $358,022 
Payables to brokerage clients101,339 104,201 
Accrued expenses and other liabilities16,428 17,094 
Short-term borrowings2,500 
Long-term debt17,698 13,632 
Total liabilities507,863 492,949 
Stockholders’ equity:  
Preferred stock — $.01 par value per share; aggregate liquidation preference of $10,700 and
  $7,850 at March 31, 2021 and December 31, 2020, respectively
10,539 7,733 
Common stock — 3 billion shares authorized; $.01 par value per share; 1,994,895,180 shares
  issued at March 31, 2021 and December 31, 2020
20 20 
Nonvoting common stock — 300 million shares authorized; $.01 par value per share;
  79,293,695 shares issued at March 31, 2021 and December 31, 2020
Additional paid-in capital26,629 26,515 
Retained earnings23,029 21,975 
Treasury stock, at cost — 188,940,415 shares at March 31, 2021 and 193,577,648
  shares at December 31, 2020
(5,502)(5,578)
Accumulated other comprehensive income (loss)878 5,394 
Total stockholders’ equity55,594 56,060 
Total liabilities and stockholders’ equity$563,457 $549,009 

See Notes to Condensed Consolidated Financial Statements.

- 3024 -


THE CHARLES SCHWAB CORPORATION
Condensed Consolidated Statements of Stockholders Equity
(In Millions)
(Unaudited)

Accumulated Other Comprehensive Income (Loss)
Preferred StockCommon StockAdditional Paid-in CapitalRetained EarningsTreasury Stock,
at cost
Total
SharesAmount
Balance at June 30, 2019$2,793 1,488 $15 $4,599 $18,680 $(4,866)$99 $21,320 
Net income— — — — 951 — — 951 
Other comprehensive income (loss), net of tax— — — — — — 45 45 
Dividends declared on preferred stock— — — — (34)— — (34)
Dividends declared on common stock — $.17 per share— — — — (223)— — (223)
Repurchase of common stock— — — — — (771)— (771)
Stock option exercises and other— — — (2)— 19 — 17 
Share-based compensation— — — 33 — — — 33 
Other— — — 10 — 16 
Balance at September 30, 2019$2,793 1,488 $15 $4,640 $19,374 $(5,612)$144 $21,354 
Balance at June 30, 2020$5,263 1,488 $15 $4,760 $20,876 $(5,710)$5,611 $30,815 
Net income— — — — 698 — — 698 
Other comprehensive income (loss), net of tax— — — — — — 75 75 
Dividends declared on preferred stock— — — — (79)— — (79)
Dividends declared on common stock — $0.18 per share— — — — (234)— — (234)
Stock option exercises and other— — — (3)— — 
Share-based compensation— — — 32 — — — 32 
Other— — — 10 — 18 
Balance at September 30, 2020$5,263 1,488 $15 $4,797 $21,261 $(5,691)$5,686 $31,331 
Accumulated Other Comprehensive Income (Loss)Accumulated Other Comprehensive Income (Loss)
Preferred StockCommon StockAdditional Paid-in CapitalRetained EarningsTreasury Stock,
at cost
TotalAccumulated Other Comprehensive Income (Loss)Preferred StockCommon StockNonvoting Common StockAdditional Paid-in CapitalRetained EarningsTreasury Stock,
at cost
Accumulated Other Comprehensive Income (Loss)Total
SharesAmountAccumulated Other Comprehensive Income (Loss)Preferred StockSharesAmountTotalAccumulated Other Comprehensive Income (Loss)
Balance at December 31, 2018$2,793 1,488 $15 $4,499 $17,329 $(252)$20,670 
Balance at December 31, 2019Balance at December 31, 2019$2,793 1,488 $15 $$4,656 $19,960 $(5,767)$88 $21,745 
Net incomeNet income— — — — 2,852 — — 2,852 Net income— — — — — — 795 — — 795 
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax— — — — — — 396 396 Other comprehensive income (loss), net of tax— — — — — — — — 3,907 3,907 
Dividends declared on preferred stockDividends declared on preferred stock— — — — (115)— — (115)Dividends declared on preferred stock— — — — — — (34)— — (34)
Dividends declared on common stock — $.51 per share— — — — (679)— — (679)
Repurchase of common stock— — — — — (1,991)— (1,991)
Dividends declared on common stock — $.18
per share
Dividends declared on common stock — $.18
per share
— — — — — — (233)— — (233)
Stock option exercises and otherStock option exercises and other— — — (15)— 80 — 65 Stock option exercises and other— — — — — (8)— 31 — 23 
Share-based compensationShare-based compensation— — — 121 — — — 121 Share-based compensation— — — — — 56 — — — 56 
OtherOther— — — 35 (13)13 — 35 Other— — — — — 10 (1)— 11 
Balance at September 30, 2019$2,793 1,488 $15 $4,640 $19,374 $(5,612)$144 $21,354 
Balance at March 31, 2020Balance at March 31, 2020$2,793 1,488 $15 $$4,714 $20,487 $(5,734)$3,995 $26,270 
Balance at December 31, 2019$2,793 1,488 $15 $4,656 $19,960 $(5,767)$88 $21,745 
Balance at December 31, 2020Balance at December 31, 2020$7,733 1,995 $20 79 $$26,515 $21,975 $(5,578)$5,394 $56,060 
Net incomeNet income— — — — 2,164 — — 2,164 Net income— — — — — — 1,484 — — 1,484 
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax— — — — — — 5,598 5,598 Other comprehensive income (loss), net of tax— — — — — — — — (4,516)(4,516)
Issuance of preferred stock, netIssuance of preferred stock, net2,470 — — — — — — 2,470 Issuance of preferred stock, net2,806 — — — — — — — — 2,806 
Dividends declared on preferred stockDividends declared on preferred stock— — — — (160)— — (160)Dividends declared on preferred stock— — — — — — (90)— — (90)
Dividends declared on common stock — $.54 per share— — — — (700)— — (700)
Dividends declared on common stock — $.18
per share
Dividends declared on common stock — $.18
per share
— — — — — — (340)— — (340)
Stock option exercises and otherStock option exercises and other— — — (13)— 48 — 35 Stock option exercises and other— — — — — — 89 — 97 
Share-based compensationShare-based compensation— — — 123 — — — 123 Share-based compensation— — — — — 98 — — — 98 
OtherOther— — — 31 (3)28 — 56 Other— — — — — — (13)— (5)
Balance at September 30, 2020$5,263 1,488 $15 $4,797 $21,261 $(5,691)$5,686 $31,331 
See Notes to Consolidated Financial Statements.
Balance at March 31, 2021Balance at March 31, 2021$10,539 1,995 $20 79 $$26,629 $23,029 $(5,502)$878 $55,594 

See Notes to the Condensed Consolidated Financial Statements.

- 3125 -


THE CHARLES SCHWAB CORPORATION
Condensed Consolidated Statements of Cash Flows(1)
(in Millions)
(Unaudited)

Nine Months Ended
September 30,
Three Months Ended
March 31,
2020201920212020
Cash Flows from Operating ActivitiesCash Flows from Operating Activities  Cash Flows from Operating Activities  
Net incomeNet income$2,164 $2,852 Net income$1,484 $795 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:Adjustments to reconcile net income to net cash provided by (used for) operating activities:  Adjustments to reconcile net income to net cash provided by (used for) operating activities:  
Share-based compensationShare-based compensation124 131 Share-based compensation100 56 
Depreciation and amortizationDepreciation and amortization284 235 Depreciation and amortization129 90 
Amortization of acquired intangible assetsAmortization of acquired intangible assets43 20 Amortization of acquired intangible assets154 
Premium amortization, net, on available for sale and held to maturity securities1,012 282 
Provision (benefit) for deferred income taxesProvision (benefit) for deferred income taxes(16)
Premium amortization, net, on available for sale securitiesPremium amortization, net, on available for sale securities624 190 
OtherOther250 127 Other92 83 
Net change in:Net change in:  Net change in:  
Investments segregated and on deposit for regulatory purposesInvestments segregated and on deposit for regulatory purposes(14,431)(858)Investments segregated and on deposit for regulatory purposes5,022 (3,810)
Receivables from brokerage clientsReceivables from brokerage clients(3,609)576 Receivables from brokerage clients(10,290)2,763 
Other assetsOther assets(556)(742)Other assets109 187 
Payables to brokerage clientsPayables to brokerage clients8,314 2,896 Payables to brokerage clients(2,862)10,031 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities(498)Accrued expenses and other liabilities712 (273)
Net cash provided by (used for) operating activitiesNet cash provided by (used for) operating activities(6,405)5,021 Net cash provided by (used for) operating activities(4,742)10,118 
Cash Flows from Investing ActivitiesCash Flows from Investing Activities  Cash Flows from Investing Activities  
Purchases of available for sale securitiesPurchases of available for sale securities(146,865)(20,744)Purchases of available for sale securities(41,658)(27,769)
Proceeds from sales of available for sale securitiesProceeds from sales of available for sale securities2,895 21,710 Proceeds from sales of available for sale securities6,605 69 
Principal payments on available for sale securitiesPrincipal payments on available for sale securities42,681 18,374 Principal payments on available for sale securities23,909 10,191 
Purchases of held to maturity securities(18,861)
Principal payments on held to maturity securities13,653 
Net change in bank loansNet change in bank loans(4,103)(338)Net change in bank loans(1,780)(1,327)
Cash acquired in acquisition, net of cash paid2,756 
Purchases of equipment, office facilities, and propertyPurchases of equipment, office facilities, and property(465)(515)Purchases of equipment, office facilities, and property(186)(156)
Purchases of Federal Home Loan Bank stock(12)(2)
Purchases of Federal Reserve stockPurchases of Federal Reserve stock(190)Purchases of Federal Reserve stock(10)(182)
Other investing activitiesOther investing activities(142)(18)Other investing activities(38)(22)
Net cash provided by (used for) investing activitiesNet cash provided by (used for) investing activities(103,445)13,259 Net cash provided by (used for) investing activities(13,158)(19,196)
Cash Flows from Financing ActivitiesCash Flows from Financing Activities  Cash Flows from Financing Activities  
Net change in bank depositsNet change in bank deposits100,623 (22,096)Net change in bank deposits11,876 57,383 
Net change in short-term borrowingsNet change in short-term borrowings2,500 
Issuance of long-term debtIssuance of long-term debt1,089 593 Issuance of long-term debt3,970 1,089 
Repayment of long-term debt(700)
Net proceeds from preferred stock offeringsNet proceeds from preferred stock offerings2,470 Net proceeds from preferred stock offerings2,806 
Dividends paidDividends paid(874)(808)Dividends paid(445)(281)
Proceeds from stock options exercisedProceeds from stock options exercised35 65 Proceeds from stock options exercised97 23 
Repurchases of common stock(1,964)
Other financing activitiesOther financing activities(8)(13)Other financing activities(25)(6)
Net cash provided by (used for) financing activitiesNet cash provided by (used for) financing activities102,635 (24,223)Net cash provided by (used for) financing activities20,779 58,208 
Increase (Decrease) in Cash and Cash Equivalents, including Amounts RestrictedIncrease (Decrease) in Cash and Cash Equivalents, including Amounts Restricted(7,215)(5,943)Increase (Decrease) in Cash and Cash Equivalents, including Amounts Restricted2,879 49,130 
Cash and Cash Equivalents, including Amounts Restricted at Beginning of PeriodCash and Cash Equivalents, including Amounts Restricted at Beginning of Period45,577 38,227 Cash and Cash Equivalents, including Amounts Restricted at Beginning of Period70,560 45,577 
Cash and Cash Equivalents, including Amounts Restricted at End of PeriodCash and Cash Equivalents, including Amounts Restricted at End of Period$38,362 $32,284 Cash and Cash Equivalents, including Amounts Restricted at End of Period$73,439 $94,707 

Continued on following page.



- 3226 -


THE CHARLES SCHWAB CORPORATION
Condensed Consolidated Statements of Cash Flows(1)
(in Millions)
(Unaudited)

Continued from previous page.
Nine Months Ended
September 30,
Three Months Ended
March 31,
2020201920212020
Supplemental Cash Flow InformationSupplemental Cash Flow Information  Supplemental Cash Flow Information  
Non-cash investing activity:Non-cash investing activity:Non-cash investing activity:
Securities transferred from held to maturity to available for sale, at fair valueSecurities transferred from held to maturity to available for sale, at fair value$136,099 $8,771 Securities transferred from held to maturity to available for sale, at fair value$$136,099 
Securities purchased during the period but settled after period endSecurities purchased during the period but settled after period end$$2,634 
Additions of equipment, office facilities, and propertyAdditions of equipment, office facilities, and property$23 $94 
Additions of equipment, office facilities, and property$76 $29 
Non-cash financing activity:
Extinguishment of finance lease obligation through an assignment agreement$$52 
Common stock repurchased during the period but settled after period end$$27 
Other Supplemental Cash Flow Information
Other Supplemental Cash Flow Information:Other Supplemental Cash Flow Information:
Cash paid during the period for:Cash paid during the period for:  Cash paid during the period for:  
InterestInterest$361 $922 Interest$123 $169 
Income taxesIncome taxes$609 $907 Income taxes$37 $20 
Amounts included in the measurement of lease liabilities$113 $99 
Amounts included in the measurement of operating lease liabilitiesAmounts included in the measurement of operating lease liabilities$70 $37 
Leased assets obtained in exchange for new operating lease liabilitiesLeased assets obtained in exchange for new operating lease liabilities$152 $87 Leased assets obtained in exchange for new operating lease liabilities$$64 
Leased assets obtained in exchange for new finance lease liabilitiesLeased assets obtained in exchange for new finance lease liabilities$108 $
September 30, 2020September 30, 2019March 31, 2021March 31, 2020
Reconciliation of cash, cash equivalents and amounts reported within the balance sheet (1)
Reconciliation of cash, cash equivalents and amounts reported within the balance sheet (2)
Reconciliation of cash, cash equivalents and amounts reported within the balance sheet (2)
Cash and cash equivalentsCash and cash equivalents$27,465 $20,252 Cash and cash equivalents$48,182 $68,458 
Restricted cash and cash equivalents amounts included in cash and investments segregated
and on deposit for regulatory purposes
Restricted cash and cash equivalents amounts included in cash and investments segregated
and on deposit for regulatory purposes
10,897 12,032 Restricted cash and cash equivalents amounts included in cash and investments segregated
and on deposit for regulatory purposes
25,257 26,249 
Total cash and cash equivalents, including amounts restricted shown in the
statement of cash flows
Total cash and cash equivalents, including amounts restricted shown in the
statement of cash flows
$38,362 $32,284 Total cash and cash equivalents, including amounts restricted shown in the
statement of cash flows
$73,439 $94,707 
(1) Certain prior year amounts have been reclassified to conform to the current year presentation. See Note 1 for additional information.
(2) For more information on the nature of restrictions on restricted cash and cash equivalents, see Note 15.17.

See Notes to Condensed Consolidated Financial Statements.

- 3327 -


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

1.    Introduction and Basis of Presentation
The Charles Schwab Corporation (CSC) is a savings and loan holding company andcompany. Incorporated in 1986, CSC engages, through its subsidiaries, in wealth management, securities brokerage, banking, asset management, custody, and financial advisory services.

Unless otherwise indicated, the terms “Schwab,” “the Company,” “we,” “us,” or “our” mean CSC together with its consolidated subsidiaries as of September 30, 2020.

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 that 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™ETFs).

Subsequent to September 30, 2020, the Company completed its previously announced acquisition of TD Ameritrade Holding Corporation and its consolidated subsidiaries (collectively referred to as “TD Ameritrade” or “TDA”), effective October 6, 2020. Upon completion of the acquisition, TD Ameritrade Holding Corporation (TDA Holding) became a wholly-owned subsidiary of CSC and the below became principal business subsidiaries of CSC:

TD Ameritrade, Inc., an introducing securities broker-dealer; and
TD Ameritrade Clearing, Inc. (TDAC), a securities broker-dealer that provides trade execution and clearing services on a fully-disclosed basis to TD Ameritrade, Inc.

Unless otherwise noted, these condensedindicated, the terms “Schwab,” “the Company,” “we,” “us,” or “our” mean CSC together with its consolidated financial statements exclude the results of operations and financial condition of TD Ameritrade. See Notes 3 and 17 for additional information on our acquisition of TD Ameritrade.subsidiaries.

These unaudited condensed 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 condensed consolidated financial statements. While management makes its best judgment, actual amounts or results could differ from these estimates. In the opinion of management, all normal, recurring adjustments have been included for a fair statement of this interim financial information.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, included in Schwab’s 20192020 Form 10-K.

Effective October 6, 2020, the Company completed its acquisition of TD Ameritrade Holding Corporation 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. Our consolidated financial statements include the results of operations and financial condition of TD Ameritrade beginning on October 6, 2020. See Note 3 for additional information on our acquisition of TD Ameritrade.

Reclassifications: Certain prior period amounts have been reclassified to conform to the current period presentation. Beginning in the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue in the condensed consolidated statements of income. Beginning in the second quarter of 2020, acquired intangible assets – net was reclassified from other assets and presented separately in the condensed consolidated balance sheets. Beginning in the third quarter of 2020, amortization of acquired intangible assets was reclassified from depreciation and amortization and presented separately in the condensed consolidated statements of income. Prior period amounts have been reclassified to reflect these changes. Corresponding presentation changes have been made to the condensed consolidated statements of cash flows.

The significant accounting policies are included in Note 2 in the 20192020 Form 10-K. There have been no significant changes to these accounting policies during the first ninethree months of 2020, except as described in Note 2 below.2021.


2.    Summary of Significant Accounting Policies

Cash and investments segregated and on deposit for regulatory purposes

Pursuant to Rule 15c3-3 of the Securities 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 purposes include resale agreements, which are collateralized by U.S. Government and agency securities.
- 34 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
Resale agreements are accounted for as collateralized financing transactions that are recorded at their contractual amounts plus accrued interest. The Company obtains collateral with a market value equal to or in excess of the principal amountloaned and accrued interest under resale agreements. 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.

Schwab applies the practical expedient based on collateral maintenance provisions under Accounting Standards Codification (ASC) 326, Financial Instruments – Credit Losses, 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 credit losses. Collateral is required to be maintained at specified minimum levels at all times. The Company monitors margin levels and requires clients to provide additional collateral, or reduce margin positions, to meet minimum collateral requirements if the fair value of the collateral changes. Schwab 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 receivables from brokerage clients is estimated based on the aging of those receivables. Unsecured balances due to confirmed fraud are 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 condensed 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 credit losses for receivables from brokerage clients and related activity were immaterial for all periods presented.

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. Realized gains and losses from sales of AFS investment securities are determined on a specific identification basis and are included in other revenue.

An AFS investment security is impaired if the fair value of the security is less than its amortized cost basis. Management evaluates AFS debt investment securities with unrealized losses to determine whether the security impairment has resulted from a credit loss or other factors. This evaluation is performed quarterly on an individual security basis.

The evaluation of whether credit loss exists is inherently judgmental. This evaluation considers multiple factors including: 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 debt investment security (or a portion of the impairment) is related to credit losses, an allowance for credit losses will be 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 will be recorded through earnings in the period of the change.

- 35 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
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 such 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 debt investment securities for the purposes of identifying and measuring impairment of the securities. AFS debt 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 condensed 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 condensed consolidated balance sheets. The market value of securities borrowed and loaned are monitored, with additional collateral obtained or refunded 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.

Bank loans and related allowance for credit losses

Bank loans are recorded at their contractual principal amounts and include 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, management estimates an allowance for 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 three portfolio segments: residential real estate, pledged asset lines (PALs), and other loans. We use these segments when developing and documenting our methodology for determining the allowance for credit losses. Residential real estate portfolio segment is divided into two classes of financing receivables for purposes of monitoring and assessing credit risk: First Mortgages and HELOCs.

Schwab records an allowance for credit losses through a charge to earnings based on our estimate of current expected credit losses for the existing portfolio. We review the allowance for credit 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 credit losses is maintained at an appropriate level.

PALs are collateralized by marketable securities with liquid markets. Credit lines are over-collateralized and 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. Additionally, collateral market value is monitored on a daily basis and a borrower’s credit 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 credit losses for residential real estate portfolio segment utilizes statistical models that estimate prepayments, defaults, and expected losses for this portfolio segment based on predicted behavior of individual loans within the segment. The methodology also evaluates concentrations in the classes of financing receivables, including loan products within those classes, year of origination, and geographical distribution of collateral.

Expected 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, current key interest rates including U.S. Treasury and LIBOR rates, and borrower FICO scores. The more significant variables in the simulation include delinquency roll rates, loss severity, housing prices, interest rates, and 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, which includes current and forecast conditions. Loss severity (i.e., loss given default) estimates are based on our historical loss experience and market trends, both current and
- 36 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
forecast. The loss severity estimate used in the allowance for credit loss methodology for HELOCs 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. The 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 amortized cost basis of loans, exclusive of accrued interest receivable, to determine the allowance for credit 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 10 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 condensed consolidated balance sheets. The liability for 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 and Nonperforming loans

First Mortgages, HELOCs, PALs, and other loans are considered past due when a payment is due and unpaid for 30 days. 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 interest receivable is written off by reversing interest income and the loan is accounted for on the cash or cost recovery method until qualifying for return to accrual status. 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 collection and collectability is no longer doubtful. Loans on nonaccrual status and other real estate owned are considered nonperforming assets.

Loan Charge-Offs

The Company charges off a loan in the period that it is deemed uncollectible and records a reduction in the allowance for credit 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.
- 37 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
New Accounting Standards

AdoptionThe Company did not adopt any material new accounting standards during the three months ended March 31, 2021. In addition, there are no new accounting standards not yet adopted that are material to the Company as of New Accounting StandardsMarch 31, 2021.
StandardDescriptionDate of AdoptionEffects on the Financial Statements or Other Significant Matters
Accounting Standards Update (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 value of the financial instrument(s) on the balance sheet. Amends the other-than-temporary impairment (OTTI) model for AFS debt securities by requiring the use of an allowance, rather than directly reducing the carrying 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 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.
January 1, 2020The 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 date of adoption.
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, 2020The 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.
- 38 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
New Accounting Standards Not Yet Adopted
StandardDescriptionRequired Date of AdoptionEffects on the Financial Statements or Other Significant Matters
ASU 2020-4, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”


Provides optional expedients and exceptions for applying existing accounting guidance to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met, including simplifying accounting analyses for contract modifications.

This guidance only applies to the items listed above if they reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and only for a limited period of time. When elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions subject to the same accounting guidance that would have otherwise been applied.

Once elected, the amendments must be applied prospectively.
N/A. Effective March 12, 2020 through December 31, 2022The Company adopted this guidance prospectively as of October 1, 2020. There was no impact to the Company’s consolidated financial statements upon initial adoption.


- 3928 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
3.    Business Acquisitions

TD Ameritrade

Subsequent to September 30,On October 6, 2020 Schwab completed its previously announced acquisition of TD Ameritrade effective October 6, 2020.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, and futures and foreign exchange trade execution services through its FCM and FDM subsidiary. TD Ameritrade also provides cash sweep and deposit account products through the IDA agreement, as well as bank deposit account agreements with other third-party depository institutions. 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 individual investors as well as RIAs, and continue to improve its operating efficiency. The acquisition brings together approximately $6 trillion in total client assets and 29 million brokerage accounts at the time closing.
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. Subsequently, TD Bank and its affiliates exchanged common stock for nonvoting common stock and held approximately 79 million shares of nonvoting common stock as described below.of March 31, 2021. For further details on the new class of nonvoting common stock, see Note 17.19 in the 2020 Form 10-K.

Provisional information regarding the acquisition that was available in the limited time since October 6, 2020 is provided below. DueThere have been no adjustments to the timing of the close of the acquisition, certain information described in ASC 805, Business Combinations is not yet available and will be disclosed in subsequent periods.
The fair value of the purchase price transferred upon completion of the acquisition included 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 provisional purchase price was calculated as follows:
Fair value of consideration for TD Ameritrade outstanding common stock$21,664 
Fair value of replaced TD Ameritrade equity awards attributable to pre-combination services (1)
94 
Provisional purchase price$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 portionfair value estimates presented in Note 3 of the fair value2020 Form 10-K, and such amounts are now final with the exception of estimates related to certain acquired assets classified as other assets and certain assumed liabilities classified as accrued expenses and other liabilities within 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 estimated 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. The determination of fair values requires management to make significantCompany’s condensed consolidated balance sheet. These estimates and assumptions. The estimated fair values of the assets acquired and liabilities assumed are considered provisional and are based on currently available information. The Company believes that the information available provides a reasonable basis for estimating the fair values of such assets acquired and liabilities assumed; however, these provisional estimates may be adjusted upon the availability of new information regarding facts and circumstances which existed at the acquisition date. The Company expects to finalize the valuation of these assets and liabilities as soon as practicable, but not later than one year from the acquisition date. Any adjustments to the initial estimates of the fair valuevalues of the acquired assets and assumed liabilities assumed will be recorded as adjustments to the respective assets and liabilities, with the residual amounts allocated to goodwill.
- 40 -


THE CHARLES SCHWAB CORPORATIONPro Forma Financial Information (Unaudited)
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)

The following table summarizes provisionalpresents unaudited pro forma financial information includingas if the purchase price, fair valuesTD Ameritrade acquisition had occurred on January 1, 2019. The unaudited pro forma results reflect after-tax adjustments for acquisition costs, amortization and estimatesdepreciation of acquired intangible and tangible assets, the impact of the assets acquiredamended 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 liabilities assumed,other immaterial adjustments for the effects of purchase accounting. Pro forma net income for the three months ended March 31, 2020 excludes $14 million of after-tax acquisition costs incurred by Schwab and resulting goodwillTD Ameritrade as these costs were included in pro forma net income for the year ended December 31, 2019. The unaudited pro forma results do not reflect potential revenue growth or cost savings that may be realized as a result of the acquisition. 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 acquisition been completed as of the October 6, 2020 acquisition date.January 1, 2019.
Purchase price$21,758 
Fair value of assets acquired:Three Months Ended
March 31,
Cash and cash equivalents3,484 
Cash and investments segregated and on deposit for regulatory purposes14,236 
2020
Receivables from brokerage clientsTotal net revenues$28,0094,101 
Available for sale securities1,779 Net income
Acquired intangible assets8,880 
Equipment, office facilities, and property466 
Other assets3,061 
Total assets acquired59,915 
Fair value of liabilities assumed:
Payables to brokerage clients37,602 
Accrued expenses and other liabilities6,990 
Long-term debt3,829 
Total liabilities assumed48,421 
Fair value of net identifiable assets acquired11,494 
Goodwill$10,2641,182 

The provisional identifiable tangible and intangible assets of $466 million and $8.9 billion, respectively, are subject to depreciation and amortization. The following table summarizes the major classes of provisional tangible and intangible assets and their respective weighted-average estimated useful lives:
Estimated Fair ValueWeighted-Average Estimated Useful Life (Years)
Equipment, office facilities and property
Real property (1)
$226 37
Personal property (2)
162 2
Construction in progress49 N/A
Land29 N/A
Total equipment, office facilities and property$466 
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.

The estimated fair values of real property, personal property, construction in progress, and land were determined using a sales comparison and cost approach, including consideration of functional and economic obsolescence. The Company estimated the weighted-average useful lives of the assets based on the current condition and expected future use of the assets. The estimated fair values of client relationships, existing technology, and trade names were estimated using a multi-period excess earnings approach, cost approach, and relief from royalty approach, respectively. 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 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.
- 41 -


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

Goodwill of $10.3 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.

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 and integration-related costs of $42 million and $103 million for the three and nine months ended September 30, 2020, respectively, and $1 million for the nine months ended September 30, 2019, which are primarily included in professional services and compensation and benefits expense on the condensed consolidated statements of income. Upon completion of the acquisition on October 6, 2020, the Company also recognized professional services expense of $26 million for transaction advisory services received.

See Notes 9, 10, 13, 15, and 17 for additional information on the TD Ameritrade acquisition.

USAA-IMCO
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 adds scale to the Company’s operations through the addition of over 1000000 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 forfinalized 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 estimated fair values as of the date of acquisition. The determination of fair values requires management to make significant estimates and assumptions. The estimated fair valuesvaluation of the assets acquired and liabilities assumed are considered provisional and are based on currently available information. The Company believes that the information available provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, these provisional estimates may be adjusted upon the availability of new information regarding facts and circumstances which existed atin the acquisition date. The Company expects to finalizein 2020. For details surrounding the valuation of assets and liabilities as soon as practicable, but not later than one year from the acquisition date. During the three months ended September 30, 2020, we made a $43 million post-closing adjustment to theCompany’s purchase price resulting in reductions of $9 million and $34 million to our initial estimateaccounting for USAA-IMCO, see Note 3 of the fair value of the intangible assets acquired and to goodwill, respectively.

The following table summarizes the purchase price, provisional 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 acquired1,109 
Goodwill$472 

- 42 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
The provisional 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 weighted-average estimated useful lives.
Estimated Fair ValueWeighted-Average Estimated 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.

The estimated fair values of customer relationships, the brokerage referral agreement, and the royalty-free license were estimated using the multi-period excess earnings, with-and-without, and relief from royalty methods, respectively. 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.

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 will be deductible for tax purposes.

The Company’s condensed consolidated statements of income include total net revenues and net loss attributable to the USAA-IMCO acquisition of $99 million and $4 million, respectively, for the three months ended September 30, 2020 and $138 million and $41 million, respectively, for the period May 26, 2020 through September 30, 2020.

In connection with the acquisition, the Company agreed to reimburse USAA for certain contract termination fees and severance costs incurred by USAA. These costs totaled $20 million, after post-closing adjustments, for the nine months ended September 30, 2020 and are included in other expense on the condensed 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 and integration-related costs of $4 million for the three months ended September 30, 2019, and $52 million and $7 million, after post-closing adjustments, for the nine months ended September 30, 2020 and 2019, respectively, which are primarily included in other expense, compensation and benefits, and professional services on the condensed consolidated statements of income. Acquisition and integration-related costs for the three months ended September 30, 2020 were immaterial.Form 10-K.

Pro Forma Financial Information (Unaudited)

The following table presents unaudited pro forma financial information as if the USAA-IMCO acquisition had occurred on January 1, 2019. The unaudited pro forma results reflect after-tax adjustments for acquisition costs and integration-related costs, amortization of acquired intangible assets, and their related income tax effects, and do not reflect potential revenue growth or cost savings that may be realized as a result of the acquisition. Pro forma net income for the ninethree months ended September 30,March 31, 2020 excludes $11 million of after-tax acquisition and integration-related costs of $39 million. Theseas these costs and after-tax acquisition and integration-related costs of $10 million incurred in 2019, arewere included in pro forma net income for the nine monthsyear ended September 30,December 31, 2019. The unaudited pro forma financial information is presented for informational purposes only, and is not necessarily indicative of future operations or results had the USAA-IMCO acquisition been completed as of January 1, 2019.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020201920202019
Total net revenues$2,448 $2,796 $7,618 $8,369 
Net income$613 $906 $1,949 $2,631 

- 4329 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
information is presented for informational purposes only, and is not necessarily indicative of future operations or results had the USAA-IMCO acquisition been completed as of January 1, 2019.
Three Months Ended
March 31,
2020
Total net revenues$2,696 
Net income730 


4.    Revenue Recognition
Disaggregated Revenue
Disaggregation of Schwab’s revenue by major source is as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020201920202019
Net interest revenue
Interest revenue$1,432 $1,892 $4,626 $5,817 
Interest expense(89)(261)(322)(896)
Net interest revenue1,343 1,631 4,304 4,921 
Asset management and administration fees
Mutual funds, ETFs, and CTFs423 445 1,300 1,287 
Advice solutions373 305 999 878 
Other64 75 189 201 
Asset management and administration fees860 825 2,488 2,366 
Trading revenue
Commissions108 159 332 477 
Principal transactions13 36 54 
Order flow revenue (1)
67 34 194 99 
Trading revenue (1)
181 206 562 630 
Other (1)
64 49 161 198 
Total net revenues$2,448 $2,711 $7,515 $8,115 
(1) Beginning in the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.
Three Months Ended
March 31,
20212020
Net interest revenue
Interest revenue$2,015 $1,708 
Interest expense(104)(136)
Net interest revenue1,911 1,572 
Asset management and administration fees
Mutual funds, ETFs, and CTFs470 452 
Advice solutions468 312 
Other78 63 
Asset management and administration fees1,016 827 
Trading revenue
Commissions614 113 
Order flow revenue591 55 
Principal transactions11 20 
Trading revenue1,216 188 
Bank deposit account fees351 
Other221 30 
Total net revenues$4,715 $2,617 

For a summary of revenue provided by our reportable segments, see Note 16.18. 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, Revenue From Contracts With Customers (ASC 606) were $357$602 million at September 30, 2020March 31, 2021 and $356$579 million at December 31, 20192020 and were recorded in other assets on the condensed consolidated balance sheets. Schwab diddoes not have any other significant contract assets or contract liability balances as of September 30, 2020March 31, 2021 or December 31, 2019.2020.

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.


- 4430 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
5.    Investment Securities

The amortized cost, gross unrealized gains and losses, and fair value of the Company’s AFS investment securities are as follows:
September 30, 2020Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Available for sale securities    
March 31, 2021March 31, 2021Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
U.S. agency mortgage-backed securitiesU.S. agency mortgage-backed securities$251,323 $7,223 $280 $258,266 U.S. agency mortgage-backed securities$299,062 $4,719 $3,886 $299,895 
Asset-backed securities (1)
Asset-backed securities (1)
19,320 177 176 19,321 
Asset-backed securities (1)
18,409 133 59 18,483 
Corporate debt securities (2)
Corporate debt securities (2)
13,192 388 13,580 
Corporate debt securities (2)
12,776 254 122 12,908 
U.S. Treasury securities(3)U.S. Treasury securities(3)7,871 31 7,902 U.S. Treasury securities(3)6,069 18 6,078 
U.S. state and municipal securitiesU.S. state and municipal securities1,548 142 1,690 U.S. state and municipal securities1,577 88 1,656 
Foreign government agency securitiesForeign government agency securities1,409 1,409 
Non-agency commercial mortgage-backed securitiesNon-agency commercial mortgage-backed securities1,214 52 1,266 Non-agency commercial mortgage-backed securities1,211 40 1,251 
Certificates of depositCertificates of deposit500 501 Certificates of deposit300 300 
Foreign government agency securities1,209 1,210 
OtherOther22 22 Other23 26 
Total available for sale securitiesTotal available for sale securities$296,199 $8,016 $457 $303,758 Total available for sale securities$340,836 $5,256 $4,086 $342,006 
December 31, 2019
Available for sale securities
U.S. agency mortgage-backed securities$45,964 $312 $121 $46,155 
Corporate debt securities (2)
5,427 57 5,484 
Asset-backed securities (1)
4,970 30 13 4,987 
U.S. Treasury securities(3)3,387 3,384 
Certificates of deposit1,000 1,004 
December 31, 2020December 31, 2020Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Commercial paper (2,3)
394 395 
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 securitiesU.S. agency mortgage-backed securities$109,325 $1,521 $280 $110,566 U.S. agency mortgage-backed securities$283,911 $7,005 $563 $290,353 
Asset-backed securities (1)
Asset-backed securities (1)
17,806 50 85 17,771 
Asset-backed securities (1)
18,808 174 84 18,898 
Corporate debt securities (2)
Corporate debt securities (2)
4,661 57 4,718 
Corporate debt securities (2)
12,408 388 12,796 
U.S. Treasury securities(3)U.S. Treasury securities(3)10,631 25 10,656 
U.S. state and municipal securitiesU.S. state and municipal securities1,301 103 1,404 U.S. state and municipal securities1,544 153 1,697 
Foreign government agency securitiesForeign government agency securities1,411 1,413 
Non-agency commercial mortgage-backed securitiesNon-agency commercial mortgage-backed securities1,119 22 1,141 Non-agency commercial mortgage-backed securities1,213 52 1,265 
U.S. Treasury securities223 228 
Certificates of depositCertificates of deposit200 200 Certificates of deposit300 300 
Foreign government agency securities50 50 
OtherOther21 21 Other22 22 
Total held to maturity securities$134,706 $1,758 $365 $136,099 
Total available for sale securitiesTotal available for sale securities$330,248 $7,799 $647 $337,400 
(1) Approximately 49%52% and 43%51% of asset-backed securities held as of September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively, were Federal Family Education Loan Program Asset-Backed Securities. Asset-backed securities collateralized by credit card receivables represented approximately 37% and 42%36% of the asset-backed securities held as of September 30, 2020at both March 31, 2021 and December 31, 2019, respectively.2020.
(2) As of September 30,March 31, 2021 and December 31, 2020, approximately 47%43% and 46%, respectively of the total AFS and as of December 31, 2019 approximately 32%, of the total AFS and HTM investments in corporate debt securities and commercial paper were issued by institutions in the financial services industry.
(3) Included in cash and cash equivalents on the condensed consolidated balance sheets, but excluded from this table is $2.5$3.2 billion of AFS commercial papershort-term U.S. Treasury securities as of March 31, 2021 (NaN as of December 31, 2019 (NaN as of September 30, 2020). These holdings have maturities of three months or less and an aggregate market value equal to amortized cost.

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 DecemberAt March 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.

At September 30, 2020,2021, our banking subsidiaries had pledged securities with a fair value of $36.9$43.8 billion as collateral to secure borrowing capacity on secured credit facilities with the Federal Home Loan Bank (FHLB) (see Note 9). 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 $10.1 billion as collateral for this facility at March 31, 2021. The Company also pledges securities issued by federal agencies to secure certain trust deposits. The fair value of these pledged securities was $1.6 billion at March 31, 2021.

- 4531 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
window, and had pledged securities with a fair value of $7.6 billion as collateral for this facility at September 30, 2020. The Company also pledges securities issued by federal agencies to secure certain trust deposits. The fair value of these pledged securities was $1.3 billion at September 30, 2020.

Securities with unrealized losses, aggregated by category and period of continuous unrealized loss, of AFS investment securities are as follows:
Less than 12 months12 months or longerTotalLess than 12 months12 months or longerTotal
September 30, 2020Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
March 31, 2021March 31, 2021Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Available for sale securitiesAvailable for sale securities      Available for sale securities      
U.S. agency mortgage-backed securitiesU.S. agency mortgage-backed securities$146,823 $3,877 $3,185 $$150,008 $3,886 
Corporate debt securitiesCorporate debt securities2,515 122 2,515 122 
Asset-backed securitiesAsset-backed securities$4,053 $83 $3,993 $93 $8,046 $176 Asset-backed securities1,716 16 5,654 43 7,370 59 
U.S. agency mortgage-backed securities41,247 266 5,852 14 47,099 280 
U.S. Treasury securitiesU.S. Treasury securities370 370 
U.S. state and municipal securitiesU.S. state and municipal securities186 186 
Foreign government agency securitiesForeign government agency securities658 658 Foreign government agency securities856 856 
TotalTotal$45,958 $350 $9,845 $107 $55,803 $457 Total$152,466 $4,034 $8,839 $52 $161,305 $4,086 
December 31, 2019    
Available for sale securities       
U.S. agency mortgage-backed securities$16,023 $94 $6,592 $27 $22,615 $121 
Asset-backed securities960 298 1,258 13 
U.S. Treasury securities510 1,243 1,753 
December 31, 2020December 31, 2020   
Total$17,493 $100 $8,133 $40 $25,626 $140 
Held to maturity securities      
U.S. agency mortgage-backed securitiesU.S. agency mortgage-backed securities$16,183 $100 $18,910 $180 $35,093 $280 U.S. agency mortgage-backed securities$61,706 $551 $4,774 $12 $66,480 $563 
Asset-backed securitiesAsset-backed securities7,507 63 2,898 22 10,405 85 Asset-backed securities1,398 13 5,822 71 7,220 84 
TotalTotal$23,690 $163 $21,808 $202 $45,498 $365 Total$63,104 $564 $10,596 $83 $73,700 $647 
Total securities with unrealized losses$41,183 $263 $29,941 $242 $71,124 $505 
At September 30, 2020,March 31, 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.

For a description of management’s quarterly evaluation of AFS securities in unrealized loss positions see Item 8 – Note 2.2 in the 2020 Form 10-K. NaN amounts were recognized as credit loss expense and 0 securities were written down to fair value through earnings for the ninethree months ended September 30,March 31, 2021 and the year ended December 31, 2020. NaN of the Company’s AFS securities held as of September 30,March 31, 2021 and December 31, 2020 had an allowance for credit losses. NaN amounts were recognized as OTTI in earnings or other comprehensive income during the year ended December 31, 2019, and as of December 31, 2019, Schwab did not hold any securities on which OTTI was previously recognized.

The Company had $597$616 million and $634 million of accrued interest receivable as of September 30,March 31, 2021 and December 31, 2020 for AFS securities, and $471 million of accrued interest receivable for AFS and HTM securities as of December 31, 2019.securities. These amounts are excluded from the amortized cost basis and fair market value of AFS and HTM securities and included in other assets on the condensed consolidated balance sheets. There were 0 write-offs of accrued interest receivable on AFS securities during the ninethree months ended September 30, 2020,March 31, 2021, or write-offs of accrued interest receivable on AFS securities or HTM securities during the year ended December 31, 2019.2020.
- 4632 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
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 investment securities are as follows:
September 30, 2020Within
1 year
After 1 year
through
5 years
After 5 years
through
10 years
After
10 years
Total
Available for sale securities     
March 31, 2021March 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 securitiesU.S. agency mortgage-backed securities$1,437 $21,995 $60,619 $174,215 $258,266 U.S. agency mortgage-backed securities$2,488 $21,287 $62,748 $213,372 $299,895 
Asset-backed securitiesAsset-backed securities10 6,402 4,469 8,440 19,321 Asset-backed securities24 6,208 3,347 8,904 18,483 
Corporate debt securitiesCorporate debt securities4,262 7,000 2,318 13,580 Corporate debt securities3,816 5,745 3,347 12,908 
U.S. Treasury securitiesU.S. Treasury securities7,559 343 7,902 U.S. Treasury securities5,394 336 348 6,078 
U.S. state and municipal securitiesU.S. state and municipal securities104 765 821 1,690 U.S. state and municipal securities126 859 671 1,656 
Foreign government agency securitiesForeign government agency securities275 1,134 1,409 
Non-agency commercial mortgage-backed securitiesNon-agency commercial mortgage-backed securities1,266 1,266 Non-agency commercial mortgage-backed securities1,251 1,251 
Certificates of depositCertificates of deposit501 501 Certificates of deposit300 300 
Foreign government agency securities125 1,085 1,210 
OtherOther22 22 Other26 26 
Total fair valueTotal fair value$13,894 $36,929 $68,171 $184,764 $303,758 Total fair value$12,297 $34,836 $70,649 $224,224 $342,006 
Total amortized costTotal amortized cost$13,820 $35,591 $65,043 $181,745 $296,199 Total amortized cost$12,245 $33,675 $70,100 $224,816 $340,836 

Proceeds and gross realized gains and losses from sales of AFS investment securities are as follows:
Three Months Ended
September 30,
Nine Months Ended September 30,Three Months Ended
March 31,
202020192020201920212020
ProceedsProceeds$2,825 $5,436 $2,895 $21,710 Proceeds$6,605 $69 
Gross realized gainsGross realized gains15 Gross realized gains20 
Gross realized lossesGross realized losses10 Gross realized losses10 


- 4733 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
6.    Bank Loans and Related Allowance for Credit Losses
The composition of bank loans and delinquency analysis by portfolio segment and class of financing receivable is as follows:
September 30, 2020Current30-59 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
March 31, 2021March 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:Residential real estate:Residential real estate:
First Mortgages (1,2)
First Mortgages (1,2)
$14,294 $19 $$26 $46 $14,340 $21 $14,319 
First Mortgages (1,2)
$15,602 $29 $$55 $84 $15,686 $12 $15,674 
HELOCs (1,2)
HELOCs (1,2)
898 15 16 914 908 
HELOCs (1,2)
759 14 15 774 771 
Total residential real estateTotal residential real estate15,192 20 41 62 15,254 27 15,227 Total residential real estate16,361 30 69 99 16,460 15 16,445 
Pledged asset linesPledged asset lines6,875 10 6,885 6,885 Pledged asset lines8,793 8,797 8,797 
OtherOther176 177 174 Other181 182 179 
Total bank loansTotal bank loans$22,243 $24 $$42 $73 $22,316 $30 $22,286 Total bank loans$25,335 $32 $$70 $104 $25,439 $18 $25,421 
December 31, 2019        
December 31, 2020December 31, 2020        
Residential real estate:Residential real estate:Residential real estate:
First Mortgages (1,2)
First Mortgages (1,2)
$11,665 $24 $$11 $39 $11,704 $11 $11,693 
First Mortgages (1,2)
$14,804 $27 $$72 $100 $14,904 $22 $14,882 
HELOCs (1,2)
HELOCs (1,2)
1,105 12 1,117 1,113 
HELOCs (1,2)
823 17 19 842 837 
Total residential real estateTotal residential real estate12,770 26 20 51 12,821 15 12,806 Total residential real estate15,627 28 89 119 15,746 27 15,719 
Pledged asset linesPledged asset lines5,202 5,206 5,206 Pledged asset lines7,901 10 15 7,916 7,916 
OtherOther201 203 200 Other181 181 178 
Total bank loansTotal bank loans$18,173 $30 $$22 $57 $18,230 $18 $18,212 Total bank loans$23,709 $38 $$89 $134 $23,843 $30 $23,813 
(1) First Mortgages and HELOCs include unamortized premiums and discounts and direct origination costs of $75 million and $74$72 million at September 30, 2020March 31, 2021 and December 31, 2019, respectively.2020.
(2) At September 30, 2020March 31, 2021 and December 31, 2019,2020, 46% and 45%, 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 0 loans accruing interest that were contractually 90 days or more past due at September 30, 2020March 31, 2021 or December 31, 2019.2020.

At September 30, 2020,March 31, 2021, CSB had pledged $13.6 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 9).

Changes in the allowance for credit losses on bank loans were as follows:
September 30, 2020September 30, 2019March 31, 2021March 31, 2020
Three Months EndedThree Months EndedFirst MortgagesHELOCsTotal residential real estateOther
Total (1)
First MortgagesHELOCsTotal residential real estateOther
Total (1)
Three Months EndedFirst MortgagesHELOCsTotal residential real estateOtherTotalFirst MortgagesHELOCsTotal residential real estateOtherTotal
Balance at beginning of periodBalance at beginning of period$22 $$26 $$30 $12 $$17 $$19 Balance at beginning of
period
$22 $$27 $$30 $11 $$15 $$18 
Adoption of ASU
2016-13
Adoption of ASU
2016-13
Charge-offsCharge-offs
RecoveriesRecoveries
Provision for credit lossesProvision for credit losses(1)(1)(2)(1)(3)(2)Provision for credit
losses
(10)(2)(12)(12)10 
Balance at end of periodBalance at end of period$21 $$27 $$30 $10 $$14 $$17 Balance at end of period$12 $$15 $$18 $21 $$25 $$29 
As discussed in Item 8 – Note 2 in our 2020 Form 10-K, 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 as of March 31, 2021 and December 31, 2020. Therefore, no allowance for credit losses for PALs as of those dates was required.

- 4834 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
September 30, 2020September 30, 2019
Nine Months EndedFirst MortgagesHELOCsTotal residential real estateOther
Total (1)
First MortgagesHELOCsTotal residential real estateOther
Total (1)
Balance at beginning of
period
$11 $$15 $$18 $14 $$19 $$21 
Adoption of ASU
2016-13
Recoveries
Provision for credit
losses
10 10 (5)(2)(7)(6)
Balance at end of period$21 $$27 $$30 $10 $$14 $$17 
Note:    Substantially allThe U.S. economic situation has improved since December 31, 2020, though the path of the bank loans were collectively evaluated for impairment at December 31, 2019.
(1) All PALs were fully collateralized by securities with fair values in excess of borrowings as of each period presented.

Although uncertainty aroundU.S. economy continues to depend on the economic outlook persists due to the ongoing COVID-19 pandemic, credit quality metrics and overall performancecourse of the bank loan portfolios remained strong.COVID-19 virus. The decline in the number of new hospitalizations and deaths, coupled with a rapid ramp-up in vaccinations, have led to a less uncertain macroeconomic outlook. Management’s reasonable and supportable forecast period extends through 2024,2025, with limitedsolid growth in home prices anticipated over the near term and a returnunemployment expected to full employment not expected until 2024. Duringremain above 5% through mid-2022. This improved macroeconomic outlook, along with the third quarter of 2020, continued strong credit quality metrics andin Schwab’s bank loans portfolio, resulted in a modestly improved macroeconomic outlook relative to June 30, 2020 produced a stablelower modeled projection of loss rates. The ACL has increased from January 1, 2020rates compared to September 30, 2020, primarily due to growth in mortgage loan origination during the first nine months of 2020, driven by the continued low interest rate environment.December 31, 2020.

A summary of bank loan-related nonperforming assets and troubled debt restructurings is as follows:
September 30, 2020December 31, 2019March 31, 2021December 31, 2020
Nonaccrual loans (1)
Nonaccrual loans (1)
$42 $22 
Nonaccrual loans (1)
$70 $89 
Other real estate owned (2)
Other real estate owned (2)
Other real estate owned (2)
Total nonperforming assetsTotal nonperforming assets43 23 Total nonperforming assets71 90 
Troubled debt restructuringsTroubled debt restructuringsTroubled debt restructurings
Total nonperforming assets and troubled debt restructuringsTotal nonperforming assets and troubled debt restructurings$44 $25 Total nonperforming assets and troubled debt restructurings$71 $91 
(1) Nonaccrual loans include nonaccrual troubled debt restructurings.
(2) Included in other assets on the condensed 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 (Estimated Current LTV).
Borrowers’ FICO scores are provided by an independent third-party credit reporting service and 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.

- 4935 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
The credit quality indicators of the Company’s bank loan portfolio are detailed below:
First Mortgages Amortized Cost Basis by Origination YearFirst Mortgages Amortized Cost Basis by Origination Year
September 30, 202020202019201820172016pre-2016Total First MortgagesRevolving HELOCs amortized cost basisHELOCs converted to term loansTotal HELOCs
March 31, 2021March 31, 202120212020201920182017pre-2017Total First MortgagesRevolving HELOCs amortized cost basisHELOCs converted to term loansTotal HELOCs
Origination FICOOrigination FICOOrigination FICO
<620<620$$$$$$$$$$<620$$$$$$$$$$
620 – 679620 – 67922 14 11 17 17 85 620 – 67930 25 81 
680 – 739680 – 739626 405 132 214 200 287 1,864 91 88 179 680 – 739274 752 285 82 156 359 1,908 72 74 146 
≥740≥7405,443 2,837 582 1,058 1,249 1,220 12,389 406 325 731 ≥7402,264 6,714 1,979 352 690 1,696 13,695 353 272 625 
TotalTotal$6,091 $3,256 $718 $1,283 $1,466 $1,526 $14,340 $498 $416 $914 Total$2,547 $7,497 $2,272 $435 $854 $2,081 $15,686 $425 $349 $774 
Origination LTVOrigination LTVOrigination LTV
≤70%≤70%$5,064 $2,552 $506 $967 $1,243 $1,081 $11,413 $368 $294 $662 ≤70%$2,215 $6,253 $1,782 $310 $647 $1,595 $12,802 $331 $247 $578 
>70% – ≤90%>70% – ≤90%1,027 704 212 316 223 442 2,924 130 118 248 >70% – ≤90%332 1,244 490 125 207 483 2,881 94 99 193 
>90% – ≤100%>90% – ≤100%>90% – ≤100%
TotalTotal$6,091 $3,256 $718 $1,283 $1,466 $1,526 $14,340 $498 $416 $914 Total$2,547 $7,497 $2,272 $435 $854 $2,081 $15,686 $425 $349 $774 
Weighted Average
Updated FICO
Weighted Average
Updated FICO
Weighted Average
Updated FICO
<620<620$$$$$$18 $34 $$11 $14 <620$$$$$$21 $38 $$$12 
620 – 679620 – 67947 37 18 24 20 38 184 15 22 37 620 – 67927 61 41 10 14 49 202 11 15 26 
680 – 739680 – 739514 300 92 148 129 196 1,379 65 61 126 680 – 739245 587 182 55 87 233 1,389 50 52 102 
≥740≥7405,524 2,915 606 1,108 1,316 1,274 12,743 415 322 737 ≥7402,271 6,840 2,047 370 751 1,778 14,057 361 273 634 
TotalTotal$6,091 $3,256 $718 $1,283 $1,466 $1,526 $14,340 $498 $416 $914 Total$2,547 $7,497 $2,272 $435 $854 $2,081 $15,686 $425 $349 $774 
Estimated Current LTV (1)
Estimated Current LTV (1)
Estimated Current LTV (1)
≤70%≤70%$5,198 $2,802 $650 $1,251 $1,457 $1,512 $12,870 $478 $400 $878 ≤70%$2,217 $6,787 $2,158 $425 $840 $2,071 $14,498 $418 $341 $759 
>70% – ≤90%>70% – ≤90%893 454 68 32 13 1,469 20 13 33 >70% – ≤90%330 710 114 10 14 10 1,188 14 
>90% – ≤100%>90% – ≤100%>90% – ≤100%
>100%>100%>100%
TotalTotal$6,091 $3,256 $718 $1,283 $1,466 $1,526 $14,340 $498 $416 $914 Total$2,547 $7,497 $2,272 $435 $854 $2,081 $15,686 $425 $349 $774 
Percent of Loans on
Nonaccrual Status
Percent of Loans on
Nonaccrual Status
0.09 %0.05 %0.01 %0.15 %0.17 %0.99 %0.18 %0.63 %2.74 %1.64 %Percent of Loans on
Nonaccrual Status
0.04 %0.07 %0.28 %0.94 %0.60 %1.64 %0.35 %1.32 %2.58 %1.81 %
(1) Represents the LTV for the full line of credit (drawn and undrawn) for revolving HELOCs.

September 30, 2020BalanceWeighted Average Updated FICOPercent of Loans on Nonaccrual Status
March 31, 2021March 31, 2021BalanceWeighted Average Updated FICOPercent of Loans on Nonaccrual Status
Pledged Asset LinesPledged Asset LinesPledged Asset Lines
Weighted-Average LTV (1)
Weighted-Average LTV (1)
Weighted-Average LTV (1)
=70%=70%$6,885 772 =70%$8,797 770 
(1) Represents the LTV for the full line of credit (drawn and undrawn).
- 5036 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
First Mortgages Amortized Cost Basis by Origination YearFirst Mortgages Amortized Cost Basis by Origination Year
December 31, 20192019201820172016pre-2016Total First MortgagesRevolving HELOCs amortized cost basisHELOCs converted to term loansTotal HELOCs
December 31, 2020December 31, 20202020201920182017pre-2017Total First MortgagesRevolving HELOCs amortized cost basisHELOCs converted to term loansTotal HELOCs
Origination FICOOrigination FICOOrigination FICO
<620<620$$$$$$$$$<620$$$$$$$$$
620 – 679620 – 67912 14 20 25 77 620 – 67929 13 31 84 
680 – 739680 – 739478 220 304 290 421 1,713 114 105 219 680 – 739794 355 105 181 419 1,854 82 80 162 
≥740≥7403,512 1,058 1,593 1,839 1,909 9,911 496 397 893 ≥7407,150 2,452 449 858 2,054 12,963 380 296 676 
TotalTotal$4,002 $1,284 $1,911 $2,149 $2,358 $11,704 $611 $506 $1,117 Total$7,974 $2,820 $557 $1,047 $2,506 $14,904 $463 $379 $842 
Origination LTVOrigination LTVOrigination LTV
≤70%≤70%$3,104 $906 $1,427 $1,812 $1,679 $8,928 $444 $354 $798 ≤70%$6,653 $2,211 $396 $793 $1,935 $11,988 $351 $269 $620 
>70% – ≤90%>70% – ≤90%898 378 484 337 676 2,773 167 147 314 >70% – ≤90%1,321 609 161 254 568 2,913 112 107 219 
>90% – ≤100%>90% – ≤100%>90% – ≤100%
TotalTotal$4,002 $1,284 $1,911 $2,149 $2,358 $11,704 $611 $506 $1,117 Total$7,974 $2,820 $557 $1,047 $2,506 $14,904 $463 $379 $842 
Weighted Average
Updated FICO
Weighted Average
Updated FICO
Weighted Average
Updated FICO
<620<620$$$$$25 $42 $$15 $21 <620$$$$$19 $31 $$$12 
620 – 679620 – 67945 36 32 26 68 207 18 22 40 620 – 67967 34 16 21 60 198 12 20 32 
680 – 739680 – 739474 153 213 199 307 1,346 92 80 172 680 – 739784 252 66 121 281 1,504 58 55 113 
≥740≥7403,478 1,091 1,661 1,921 1,958 10,109 495 389 884 ≥7407,118 2,532 474 901 2,146 13,171 390 295 685 
TotalTotal$4,002 $1,284 $1,911 $2,149 $2,358 $11,704 $611 $506 $1,117 Total$7,974 $2,820 $557 $1,047 $2,506 $14,904 $463 $379 $842 
Estimated Current LTV (1)
Estimated Current LTV (1)
Estimated Current LTV (1)
≤70%≤70%$3,125 $1,018 $1,790 $2,119 $2,330 $10,382 $578 $478 $1,056 ≤70%$6,999 $2,582 $533 $1,034 $2,490 $13,638 $452 $368 $820 
>70% – ≤90%>70% – ≤90%877 265 121 30 27 1,320 33 23 56 >70% – ≤90%975 238 24 13 16 1,266 11 20 
>90% – ≤100%>90% – ≤100%>90% – ≤100%
>100%>100%>100%
TotalTotal$4,002 $1,284 $1,911 $2,149 $2,358 $11,704 $611 $506 $1,117 Total$7,974 $2,820 $557 $1,047 $2,506 $14,904 $463 $379 $842 
Percent of Loans on
Nonaccrual Status
Percent of Loans on
Nonaccrual Status
0.04 %0.04 %0.04 %0.08 %0.25 %0.09 %0.19 %1.57 %0.83 %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, 2019BalanceWeighted Average Updated FICOPercent of Loans on Nonaccrual Status
Pledged Asset Lines
Weighted-Average LTV (1)
=70%$5,206 766 

December 31, 2020BalanceWeighted Average Updated FICOPercent of Loans on Nonaccrual Status
Pledged Asset Lines
Weighted-Average LTV (1)
=70%$7,916 770 
(1) Represents the LTV for the full line of credit (drawn and undrawn).

At September 30, 2020,March 31, 2021, First Mortgage loans of $12.6$13.2 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%27% of the balance of these mortgages consisted of loans with interest-only payment terms. The interest rates on approximately 76%79% 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 September 30, 2020March 31, 2021 and December 31, 2019,2020, Schwab had $45$46 million and $46$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 condensed consolidated balance sheets.

- 5137 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
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:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
HELOCs converted to amortizing loans$$13 $25 $41 
Three Months Ended March 31,
20212020
HELOCs converted to amortizing loans$$11 

The following table presents when current outstanding HELOCs will convert to amortizing loans:
September 30, 2020March 31, 2021Balance
Converted to an amortizing loan by period end$416349 
Within 1 year3723 
> 1 year – 3 years8381 
> 3 years – 5 years11283 
> 5 years266238 
Total$914774 

At September 30, 2020, $731March 31, 2021, $602 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 September 30, 2020,March 31, 2021, the borrowers on approximately 53%51% of HELOC loan balances outstanding only paid the minimum amount due.


7.    Variable Interest Entities
As of September 30, 2020March 31, 2021 and December 31, 2019,2020, all of Schwab’s involvement with variable interest entities (VIEs) is through CSB’s Community Reinvestment Act (CRA)-related investments and most of those 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.
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:
September 30, 2020December 31, 2019March 31, 2021December 31, 2020
Aggregate
assets
Aggregate
liabilities
Maximum
exposure
to loss
Aggregate
assets
Aggregate
liabilities
Maximum
exposure
to loss
Aggregate
assets
Aggregate
liabilities
Maximum
exposure
to loss
Aggregate
assets
Aggregate
liabilities
Maximum
exposure
to loss
LIHTC investments (1)
LIHTC investments (1)
$583 $292 $583 $516 $275 $516 
LIHTC investments (1)
$691 $378 $691 $649 $344 $649 
Other CRA investments (2)
Other CRA investments (2)
116 151 120 154 
Other CRA investments (2)
134 152 118 152 
TotalTotal$699 $292 $734 $636 $275 $670 Total$825 $378 $843 $767 $344 $801 
(1) Aggregate assets and aggregate liabilities are included in other assets and accrued expenses and other liabilities, respectively, on the condensed consolidated balance sheets.
(2) Other CRA investments are accounted for as loans at amortized cost, equity method investments, AFS securities, or using the adjusted cost method. Aggregate assets are included in AFS securities, bank loans – net, or other assets on the condensed 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 20202021 and 2023.2024. During the ninethree months ended September 30, 2020March 31, 2021 and year ended
- 5238 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
ended December 31, 2019,2020, Schwab did not provide or intend to provide financial or other support to the VIEs that it was not contractually required to provide.


8.    Bank Deposits

Bank deposits consist of interest-bearing and non-interest-bearing deposits as follows:
September 30, 2020December 31, 2019March 31, 2021December 31, 2020
Interest-bearing deposits:Interest-bearing deposits:  Interest-bearing deposits:  
Deposits swept from brokerage accountsDeposits swept from brokerage accounts$298,344 $201,531 Deposits swept from brokerage accounts$343,072 $332,513 
CheckingChecking15,508 12,650 Checking18,796 17,785 
Savings and otherSavings and other6,131 5,168 Savings and other7,010 6,739 
Total interest-bearing depositsTotal interest-bearing deposits319,983 219,349 Total interest-bearing deposits368,878 357,037 
Non-interest-bearing depositsNon-interest-bearing deposits734 745 Non-interest-bearing deposits1,020 985 
Total bank depositsTotal bank deposits$320,717 $220,094 Total bank deposits$369,898 $358,022 


- 53 -
9.    Borrowings


THE CHARLES SCHWAB CORPORATION
CSC Senior Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
9.    Borrowings

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. The following table lists long-term debt by instrument outstanding as of September 30, 2020 and December 31, 2019.
Date ofPrincipal Amount Outstanding
IssuanceSeptember 30, 2020December 31, 2019
Fixed-rate Senior Notes:
4.450% due July 22, 2020 (1)
07/22/10$$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 
4.200% due March 24, 202503/24/20600 
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 600 
4.625% due March 22, 203003/24/20500 
Floating-rate Senior Notes:
Three-month LIBOR +0.32% due May 21, 202105/22/18600 600 
Total Senior Notes7,881 7,481 
0.610% Finance lease obligation
07/01/20
Unamortized discount — net(12)(14)
Debt issuance costs(40)(37)
Total long-term debt$7,836 $7,430 
(1) Matured on July 22, 2020.


Annual maturities on all long-term debt outstanding at September 30, 2020 are as follows:
Maturities
2020$
20211,200 
2022256 
2023807 
2024500 
Thereafter5,125 
Total maturities7,888 
Unamortized discount — net(12)
Debt issuance costs(40)
Total long-term debt$7,836 

- 54 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
Short-term borrowings: 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 September 30, 2020 and December 31, 2019, the collateral pledged provided a total borrowing capacity of $45.5 billion and $34.2 billion, respectively, of which 0 amounts were outstanding at the end of either period.

As a condition of the FHLB borrowings, we are required to hold FHLB stock, which was recorded in other assets on the condensed consolidated balance sheets. The investment in FHLB was $47 million and $35 million at September 30, 2020 and December 31, 2019, respectively.

Additionally, our 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 September 30, 2020 and December 31, 2019, the collateral pledged provided total borrowing capacity of $7.6 billion and $8.5 billion, respectively, of which 0 amounts were outstanding at the end of either period.

During the first quarter of 2020, CSB and CSPB became members of the Federal Reserve. As a condition of our Federal Reserve membership, we are required to hold Federal Reserve stock, which totaled $190 million at September 30, 2020.

TDA Senior Notes

As of October 6, 2020, the effective date of our acquisition of TD Ameritrade, TD Ameritrade’s debt outstanding was recognized at provisional fair value and with no change in existing terms. The TD Ameritrade debt outstanding on the acquisition date included $3.6 billion par value of TDATDA’s Senior Notes. These notesNotes are unsecured obligations. TDA Holding may redeem some or all of the TDA 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 TDA Senior Notes and quarterly for the floating-rate TDA Senior Notes.

The following table details the TDA Senior Notes outstanding as of October 6, 2020.

Date of issuance
Principal Amount Outstanding
Fixed-rate TDA Senior Notes:
2.950% due April 1, 202203/09/15$750 
3.750% due April 1, 202411/01/18400 
3.625% due April 1, 202510/22/14500 
3.300% due April 1, 202704/27/17800 
2.750% due October 1, 202908/16/19500 
Floating-rate TDA Senior Notes:
Three-month LIBOR + 0.43% due November 1, 202111/01/18600 
Total TDA Senior Notes principal outstanding (1)
$3,550 
(1)
The TDA Senior Notes were recorded at fair value as of the date of acquisition on October 6, 2020. See Note 3.
















- 5539 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
The following table lists long-term debt by instrument outstanding as of March 31, 2021 and December 31, 2020.
Date of IssuancePrincipal Amount Outstanding
March 31, 2021December 31, 2020
CSC Fixed-rate Senior Notes:
3.250% due May 21, 202105/22/18$600 $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 
3.000% due March 10, 202503/10/15375 375 
4.200% due March 24, 202503/24/20600 600 
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 
3.200% due March 2, 202703/02/17650 650 
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 
4.625% due March 22, 203003/24/20500 500 
1.650% due March 11, 203112/11/20750 750 
Floating-rate Senior Notes:
Three-month LIBOR +0.32% due May 21, 202105/22/18600 600 
SOFR + 0.500% due March 18, 202403/18/211,250 
Total CSC Senior Notes13,881 9,881 
TDA Fixed-rate Senior Notes:
2.950% due April 1, 202203/09/15750 750 
3.750% due April 1, 202411/01/18400400
3.625% due April 1, 202510/22/14500500
3.300% due April 1, 202704/27/17800800
2.750% due October 1, 202908/16/19500500
Floating-rate TDA Senior Notes:
Three-month LIBOR + 0.43% due November 1, 202111/01/18600600
Total TDA Senior Notes3,550 3,550 
Other financing114 
Unamortized premium — net230 249 
Debt issuance costs(77)(54)
Total long-term debt$17,698 $13,632 


- 40 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
Annual maturities on all long-term debt outstanding at March 31, 2021 are as follows:
Maturities
2021$1,821 
20221,035 
2023829 
20243,673 
20252,237 
Thereafter7,950 
Total maturities17,545 
Unamortized premium — net230 
Debt issuance costs(77)
Total long-term debt$17,698 

Short-term borrowings: 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 March 31, 2021 and December 31, 2020, the collateral pledged provided a total borrowing capacity of $54.5 billion and $55.1 billion, respectively, of which 0 amounts were outstanding at the end of either period.

As a condition of the FHLB borrowings, we are required to hold FHLB stock, which was recorded in other assets on the condensed consolidated balance sheets. The investment in FHLB was $29 million at March 31, 2021 and December 31, 2020, respectively.

Additionally, our 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 March 31, 2021 and December 31, 2020, the collateral pledged provided total borrowing capacity of $10.1 billion and $7.9 billion, respectively, of which 0 amounts were outstanding at the end of either period.

CSC has the ability to issue commercial paper notes with maturities up to 270 days, and had $1.5 billion outstanding at March 31, 2021 and NaN at December 31, 2020.

CSB and Charles Schwab Premier Bank (CSPB) are members of the Federal Reserve. As a condition of our Federal Reserve membership, we are required to hold Federal Reserve stock, which totaled $201 million and $191 million at March 31, 2021 and December 31, 2020, respectively.

TD Ameritrade Lines of Credit and Revolving Credit Facilities

TDAC 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. There was $1.0 billion outstanding under the secured uncommitted lines of credit as of March 31, 2021. There were 0 borrowings outstanding under the secured uncommitted lines of credit as of December 31, 2020. See Note 12 for additional information.

TDAC maintained 2 senior unsecured committed revolving credit facilities with an aggregate borrowing capacity of $1.5 billion, consisting of an $850 million senior revolving credit facility and a $600 million senior revolving credit facility. The $850 million facility matured on April 20, 2021 and was not renewed. The $600 million facility matures in April 2022. There were 0 borrowings outstanding under the TDAC senior revolving facilities as of March 31, 2021 and December 31, 2020.

- 41 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
10.    Commitments and Contingencies

Loan Portfolio: CSB provides a co-branded loan origination program for CSB clients (the Program) with Quicken Loans, Inc. (Quicken Loans®). Pursuant to the Program, Quicken Loans 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. CSB purchased First Mortgages of $1.6$2.8 billion and $842 million during the third quarters of 2020 and 2019, respectively, and $6.5 billion and $2.0$2.2 billion during the first nine monthsquarters of 20202021 and 2019,2020, respectively. CSB purchased HELOCs with commitments of $122$99 million and $52 million during the third quarters of 2020 and 2019, respectively, and $362 million and $180$107 million during the first nine monthsquarters of 20202021 and 2019,2020, respectively.

The Company’s commitments to extend credit on bank lines of credit and to purchase First Mortgages are as follows:
September 30, 2020December 31, 2019March 31, 2021December 31, 2020
Commitments to extend credit related to unused HELOCs, PALs, and other lines of creditCommitments to extend credit related to unused HELOCs, PALs, and other lines of credit$8,784 $10,753 Commitments to extend credit related to unused HELOCs, PALs, and other lines of credit$7,679 $8,141 
Commitments to purchase First Mortgage loansCommitments to purchase First Mortgage loans2,238 1,521 Commitments to purchase First Mortgage loans3,222 1,917 
TotalTotal$11,022 $12,274 Total$10,901 $10,058 

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 letter of credit agreements (LOCs), in favor of the Options Clearing Corporation, which are issued by several banks. At September 30, 2020,March 31, 2021, the aggregate face amount of these LOCs totaled $15 million. There were 0 funds drawn under any of these LOCs at September 30, 2020.March 31, 2021. In connection with its securities lending activities, 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 September 30, 2020, amounts posted as collateral with such clearing houses and exchanges included $242 million of U.S. Treasury securities, which are included in other assets on the condensed consolidated balance sheet. The potential requirement for the Company to make payments under these arrangements is remote. Accordingly, 0 liability has been recognized for these guarantees.

The TD Ameritrade broker-dealer and FCM/FDM subsidiaries’ operations include the execution, settlement, and financing of various client securities, options, futures and foreign exchange transactions. These activities may expose the Company to credit risk and losses in the event the clients are unable to fulfill their contractual obligations. TD Ameritrade is a member of and provides guarantees to securities clearing houses and exchanges under standard membership agreements. TD Ameritrade also engages third-party firms to clear clients’ futures and options on futures transactions and to facilitate clients’ foreign exchange trading, and has agreed to indemnify these firms for any loss that they may incur from the client transactions introduced to them by TD Ameritrade. The potential requirement for the Company to make payments under these arrangements is remote. Accordingly, 0 liability has been recognized for these guarantees.

IDA 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, cash held in eligible brokerage client accounts must be swept off-balance sheet to money market deposit accounts at the TD Depository Institutions. Schwab provides marketing, recordkeeping and support services to the TD Depository Institutions with respect to the money market deposit accounts for which Schwab receives an aggregate monthly fee, determined by reference to certain yields, less a service fee on client cash deposits held at the TD Depository Institutions, FDIC insurance assessments, and interest on deposits paid to clients. Though unlikely, in the event the sweep arrangement fee computation were to result in a negative amount in any given month, Schwab would be required to pay the TD Depository Institutions.

Pursuant to the IDA agreement, Schwab will move uninsured IDA balances out of the IDA sweep program on June 30, 2021. The IDA agreement also provides that, starting July 1, 2021, Schwab will have the option 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. The amount of Schwab’s initial potential transfer will also be affected by the net growth or decline in the IDA balance from immediately prior to the October 6, 2020
- 42 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
effective date of the IDA agreement through June 30, 2021. In addition, Schwab also must maintain a minimum $50 billion IDA balance through June 2031, and at least 80% of the IDA balances must be designated as fixed-rate obligations through June 2026.

The total ending IDA balance was $152.4 billion as of March 31, 2021, $154.1 billion as of December 31, 2020, and $144.6 billion as of October 5, 2020. If IDA balances were 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.

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 are matters in which there is a reasonable possibility ofthat 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
- 56 -


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

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 unspecified damages, interest, injunctive and equitable relief, and attorneys’ fees and costs. 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. Defendants have answered the complaint to deny all allegations, and are vigorously contesting the lawsuit.

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 complaint names 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. Still pending are separate claims asserted in the complaint for breach of fiduciary duty by certain members of the TD Ameritrade board, 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 are contesting the remaining claims in the lawsuit.

Acquisition of TD Ameritrade

Effective October 6, 2020, the Company acquired TD Ameritrade. The contractual obligations of TD Ameritrade at the time of acquisition are primarily comprised of the TDA Senior Notes, as detailed in Note 9. TD Ameritrade’s broker-dealer and FCM/FDM subsidiaries’ operations include the execution, settlement, and financing of various client securities, options, futures and foreign exchange transactions. These activities may expose TD Ameritrade to credit risk and losses in the event the clients are unable to fulfill their contractual obligations.

Similar to Schwab, TD Ameritrade is a member of and provides guarantees to securities clearing houses and exchanges under standard membership agreements. TD Ameritrade also engages third-party firms to clear its clients’ futures and options on futures transactions and to facilitate clients’ foreign exchange trading. TD Ameritrade has agreed to indemnify these firms for any loss that they may incur from the client transactions introduced to them by TD Ameritrade.

As of the effective date of the acquisition, TD Ameritrade’s legal contingencies include a variety of litigation claims and demands and regulatory investigations and other government proceedings, including, among other things, a putative class action regarding the routing of client orders as discussed below.

Ford Order Routing Litigation: On September 15, 2014, TDA Holding, TD Ameritrade, Inc. and its former CEO, Frederick J. Tomczyk, were sued 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. 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. TheOn April 23, 2021, the U.S. Court of Appeals, 8th Circuit, granted defendants’ petition on December 18, 2018, andissued a decision reversing the District Court’s certification on defendants’ appeal is pending.a class and remanding the case back to the District Court for further proceedings. Defendants are vigorously contesting the lawsuit, and the Company is unable to predict the outcome or theany potential loss if any, that maycould result.

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
- 43 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
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 are contesting the remaining claims in the lawsuit.


11.    Exit and Other Related Liabilities

As a result of the significant growth seen in recent quarters across key client volume metrics, including the number of active brokerage accounts, DATs, and peak daily trades, the Company is expanding the scope of technology work related to the integration of TD Ameritrade. We anticipate greater technology build-out to support the expanded volumes of our combined client base. Based on our revised integration plans and expanded scope of technology work, the Company expects to complete client conversion within 30 to 36 months from the October 6, 2020 date of acquisition.

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, costs for technology enhancements, and compensation and benefits expenses for employees and contractors involved in the integration work.

The Company’s acquisition and integration-related spending also includes exit and other related costs, such as severance and other employee termination benefits, retention costs, as well as costs related to facility closures, including accelerated 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 are subject to change based on a number of factors, including the expected duration and complexity of the integration process and the heightened 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, and increased real estate-related exit cost variability due to the effects of the COVID-19 pandemic.

Inclusive of costs recognized through March 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 three months ended March 31, 2021, the Company incurred pre-tax charges of $43 million for acquisition-related exit costs. The Company expects the remaining exit and other related costs will be incurred and charged to expense over the next 30 to 42 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.

- 5744 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
The following is a summary of the activity in the Company’s exit and other related liabilities for the three months ended March 31, 2021:
Investor Services
Employee Compensation and Benefits
Advisor Services
Employee Compensation and Benefits
Total
Balance at December 31, 2020$86 $24 $110 
Costs incurred and charged to expense (1)
22 28 
Costs paid or otherwise settled(52)(15)(67)
Balance at March 31, 2021 (2)
$56 $15 $71 
(1) Costs incurred for severance pay and other termination benefits, as well as retention costs, are included in employee compensation and benefits on the condensed consolidated statements of income.
(2) Included in accrued expenses and other liabilities on the condensed consolidated balance sheets.

The following table summarizes the exit and other related costs incurred for the three months ended March 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$22 $$22 $$$$28 
Occupancy and equipment10 10 13 
Professional services
Other
Total$22 $12 $34 $$$$43 
(1) Costs related to facility closures. These costs, which are primarily comprised of accelerated amortization of right-of-use (ROU) assets, relate to the impact of abandoning leased and other properties.

The following table summarizes the cumulative exit and other related costs incurred from October 6, 2020 through March 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$160 $$160 $44 $$44 $204 
Occupancy and equipment16 16 20 
Depreciation and amortization
Professional services
Other
Total$160 $20 $180 $44 $$49 $229 
(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.
- 45 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
11.12.     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 March 31, 2021 and December 31, 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 $503$735 million and $719$852 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, 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 condensed consolidated balance sheets.
- 5846 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
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
Condensed
Consolidated
Balance Sheets
Net Amounts
Presented in the
Condensed
Consolidated
Balance Sheets
Gross Amounts Not Offset in the
Condensed Consolidated
Balance Sheets
Net
Amount
Gross
Assets/
Liabilities
Gross Amounts
Offset in the
Condensed
Consolidated
Balance Sheets
Net Amounts
Presented in the
Condensed
Consolidated
Balance Sheets
Gross Amounts Not Offset in the
Condensed Consolidated
Balance Sheets
Net
Amount
Counterparty
Offsetting
CollateralCounterparty
Offsetting
Collateral
September 30, 2020
March 31, 2021March 31, 2021
AssetsAssets      
Resale agreements (1)
Resale agreements (1)
$13,417 $$13,417 $$(13,417)(2)$
Securities borrowed (3)
Securities borrowed (3)
749 749 (631)(116)
TotalTotal$14,166 $$14,166 $(631)$(13,533)$
LiabilitiesLiabilities      
Securities loaned (4,5)
Securities loaned (4,5)
$8,127 $$8,127 $(631)$(7,094)$402 
Secured short-term borrowings (6)
Secured short-term borrowings (6)
1,000 1,000 (1,000)
TotalTotal$9,127 $$9,127 $(631)$(8,094)$402 
December 31, 2020December 31, 2020      
AssetsAssets      Assets      
Resale agreements (1)
Resale agreements (1)
$13,711 $$13,711 $$(13,711)(2)$
Resale agreements (1)
$14,904 $$14,904 $$(14,904)(2)$
Securities borrowed (3)
Securities borrowed (3)
516 516 (507)(8)
Securities borrowed (3)
873 873 (673)(195)
TotalTotal$14,227 $$14,227 $(507)$(13,719)$Total$15,777 $$15,777 $(673)$(15,099)$
LiabilitiesLiabilities      Liabilities      
Securities loaned (4,5)
Securities loaned (4,5)
$1,432 $$1,432 $(507)$(789)$136 
Securities loaned (4,5)
$7,549 $$7,549 $(673)$(6,049)$827 
TotalTotal$1,432 $$1,432 $(507)$(789)$136 Total$7,549 $$7,549 $(673)$(6,049)$827 
December 31, 2019      
Assets      
Resale agreements (1)
$9,028 $$9,028 $$(9,028)(2)$
Securities borrowed (3)
735 735 (730)(5)
Total$9,763 $$9,763 $(730)$(9,033)$
Liabilities      
Securities loaned (4,5)
$1,251 $$1,251 $(730)$(445)$76 
Total$1,251 $$1,251 $(730)$(445)$76 
(1) Included in cash and investments segregated and on deposit for regulatory purposes in the condensed consolidated balance sheets.
(2) Actual collateral was greater than or equal to the value of the related assets. At September 30, 2020March 31, 2021 and December 31, 2019,2020, the fair value of collateral received in connection with resale agreements that are available to be repledged or sold was $13.9$13.7 billion and $9.2$15.2 billion, respectively.
(3) Included in other assets in the condensed consolidated balance sheets.
(4) Included in accrued expenses and other liabilities in the condensed 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 September 30, 2020March 31, 2021 and December 31, 2019.2020.
(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 condensed consolidated balance sheets. See below for collateral pledged and Note 9 for additional information.

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 under such regulations and from securities borrowed transactions:
September 30, 2020December 31, 2019March 31, 2021December 31, 2020
Fair value of client securities available to be pledgedFair value of client securities available to be pledged$31,828 $26,685 Fair value of client securities available to be pledged$99,582 $84,006 
Fair value of securities pledged for:Fair value of securities pledged for:Fair value of securities pledged for:
Fulfillment of requirements with the Options Clearing Corporation (1)
Fulfillment of requirements with the Options Clearing Corporation (1)
$4,808 $2,171 
Fulfillment of requirements with the Options Clearing Corporation (1)
$16,438 $10,222 
Fulfillment of client short salesFulfillment of client short sales2,964 2,293 Fulfillment of client short sales5,542 6,274 
Securities lending to other broker-dealersSecurities lending to other broker-dealers1,119 1,017 Securities lending to other broker-dealers7,622 6,522 
Collateral for short-term borrowingsCollateral for short-term borrowings1,356 
Total collateral pledgedTotal collateral pledged$8,891 $5,481 Total collateral pledged$30,958 $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 $162$92 million as of September 30, 2020March 31, 2021 and $142$183 million as of December 31, 2019.2020.
(1)     Securities pledged to fulfill client margin requirements for open option contracts established with the Options Clearing Corporation.


- 5947 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
12.13.    Fair Values of Assets and Liabilities

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. 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. We generally obtain prices from three independent third-party pricing sources for assets recorded at fair value.

Our primary independent pricing service provides prices for our fixed income investments such as commercial paper; certificates of deposit; 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.

For a description of the fair value hierarchy and Schwab’s fair value methodologies, see Item 8 – Note 2 in the 20192020 Form 10-K. The Company did not adjust prices received from the primary independent third-party pricing service at September 30, 2020March 31, 2021 or December 31, 2019.2020.
- 6048 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the fair value hierarchy for assets 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:
September 30, 2020Level 1Level 2Level 3Balance at
Fair Value
March 31, 2021March 31, 2021Level 1Level 2Level 3Balance at
Fair Value
Cash equivalents:Cash equivalents:Cash equivalents:
Money market fundsMoney market funds$3,757 $$$3,757 Money market funds$15,058 $$$15,058 
U.S. Treasury securitiesU.S. Treasury securities3,181 3,181 
Total cash equivalentsTotal cash equivalents3,757 3,757 Total cash equivalents15,058 3,181 18,239 
Investments segregated and on deposit for regulatory purposes:Investments segregated and on deposit for regulatory purposes:Investments segregated and on deposit for regulatory purposes:
Certificates of depositCertificates of deposit901 901 Certificates of deposit350 350 
U.S. Government securitiesU.S. Government securities13,173 13,173 U.S. Government securities22,625 22,625 
Total investments segregated and on deposit for regulatory purposesTotal investments segregated and on deposit for regulatory purposes14,074 14,074 Total investments segregated and on deposit for regulatory purposes22,975 22,975 
Available for sale securities:Available for sale securities:Available for sale securities:
U.S. agency mortgage-backed securitiesU.S. agency mortgage-backed securities258,266 258,266 U.S. agency mortgage-backed securities299,895 299,895 
Asset-backed securitiesAsset-backed securities19,321 19,321 Asset-backed securities18,483 18,483 
Corporate debt securitiesCorporate debt securities13,580 13,580 Corporate debt securities12,908 12,908 
U.S. Treasury securitiesU.S. Treasury securities7,902 7,902 U.S. Treasury securities6,078 6,078 
U.S. state and municipal securitiesU.S. state and municipal securities1,690 1,690 U.S. state and municipal securities1,656 1,656 
Foreign government agency securitiesForeign government agency securities1,409 1,409 
Non-agency commercial mortgage-backed securitiesNon-agency commercial mortgage-backed securities1,266 1,266 Non-agency commercial mortgage-backed securities1,251 1,251 
Certificates of depositCertificates of deposit501 501 Certificates of deposit300 300 
Foreign government agency securities1,210 1,210 
OtherOther22 22 Other26 26 
Total available for sale securitiesTotal available for sale securities303,758 303,758 Total available for sale securities342,006 342,006 
Other assets:Other assets:Other assets:
Equity and bond mutual fundsEquity and bond mutual funds352 352 Equity and bond mutual funds104 104 
U.S. Government securitiesU.S. Government securities276 276 U.S. Government securities37 37 
State and municipal debt obligationsState and municipal debt obligations22 22 State and municipal debt obligations23 23 
Equity, corporate debt, and other securitiesEquity, corporate debt, and other securities94 37 131 Equity, corporate debt, and other securities17 26 
Total other assetsTotal other assets446 335 781 Total other assets113 77 190 
TotalTotal$4,203 $318,167 $$322,370 Total$15,171 $368,239 $$383,410 
- 6149 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
December 31, 2019Level 1Level 2Level 3Balance at
Fair Value
December 31, 2020December 31, 2020Level 1Level 2Level 3Balance at
Fair Value
Cash equivalents:Cash equivalents:Cash equivalents:
Money market fundsMoney market funds$5,179 $$$5,179 Money market funds$11,159 $$$11,159 
Commercial paper2,498 2,498 
Total cash equivalentsTotal cash equivalents5,179 2,498 7,677 Total cash equivalents11,159 11,159 
Investments segregated and on deposit for regulatory purposes:Investments segregated and on deposit for regulatory purposes:Investments segregated and on deposit for regulatory purposes:
Certificates of depositCertificates of deposit1,351 1,351 Certificates of deposit550 550 
U.S. Government securitiesU.S. Government securities7,276 7,276 U.S. Government securities30,698 30,698 
Total investments segregated and on deposit for regulatory purposesTotal investments segregated and on deposit for regulatory purposes8,627 8,627 Total investments segregated and on deposit for regulatory purposes31,248 31,248 
Available for sale securities:Available for sale securities:Available for sale securities:
U.S. agency mortgage-backed securitiesU.S. agency mortgage-backed securities46,155 46,155 U.S. agency mortgage-backed securities290,353 290,353 
Asset-backed securitiesAsset-backed securities18,898 18,898 
Corporate debt securitiesCorporate debt securities5,484 5,484 Corporate debt securities12,796 12,796 
Asset-backed securities4,987 4,987 
U.S. Treasury securitiesU.S. Treasury securities3,384 3,384 U.S. Treasury securities10,656 10,656 
U.S. state and municipal securitiesU.S. state and municipal securities1,697 1,697 
Foreign government agency securitiesForeign government agency securities1,413 1,413 
Non-agency commercial mortgage-backed securitiesNon-agency commercial mortgage-backed securities1,265 1,265 
Certificates of depositCertificates of deposit1,004 1,004 Certificates of deposit300 300 
Commercial paper395 395 
Non-agency commercial mortgage-backed securities13 13 
OtherOther22 22 
Total available for sale securitiesTotal available for sale securities61,422 61,422 Total available for sale securities337,400 337,400 
Other assets:Other assets:Other assets:
Equity and bond mutual fundsEquity and bond mutual funds442 442 Equity and bond mutual funds361 361 
U.S. Government securitiesU.S. Government securities202 202 U.S. Government securities253 253 
State and municipal debt obligationsState and municipal debt obligations47 47 State and municipal debt obligations37 37 
Equity, corporate debt, and other securitiesEquity, corporate debt, and other securities22 27 Equity, corporate debt, and other securities29 36 
Total other assetsTotal other assets447 271 718 Total other assets368 319 687 
TotalTotal$5,626 $72,818 $$78,444 Total$11,527 $368,967 $$380,494 
- 6250 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
Fair Value of Other Financial Instruments
The following tables present the fair value hierarchy for other financial instruments:
September 30, 2020Carrying
Amount
Level 1Level 2Level 3Balance at
Fair Value
March 31, 2021March 31, 2021Carrying
Amount
Level 1Level 2Level 3Balance at
Fair Value
AssetsAssets     Assets     
Cash and cash equivalentsCash and cash equivalents$23,708 $23,708 $$$23,708 Cash and cash equivalents$29,943 $29,943 $$$29,943 
Cash and investments segregated and on deposit for
regulatory purposes
Cash and investments segregated and on deposit for
regulatory purposes
15,494 1,772 13,722 15,494 Cash and investments segregated and on deposit for
regulatory purposes
17,440 4,001 13,439 17,440 
Receivables from brokerage clients — netReceivables from brokerage clients — net25,438 25,438 25,438 Receivables from brokerage clients — net74,707 74,707 74,707 
Bank loans — net:Bank loans — net:     Bank loans — net:     
First MortgagesFirst Mortgages14,319 14,733 14,733 First Mortgages15,674 15,845 15,845 
HELOCsHELOCs908 900 900 HELOCs771 789 789 
Pledged asset linesPledged asset lines6,885 6,885 6,885 Pledged asset lines8,797 8,797 8,797 
OtherOther174 174 174 Other179 179 179 
Total bank loans — netTotal bank loans — net22,286 22,692 22,692 Total bank loans — net25,421 25,610 25,610 
Other assetsOther assets1,617 1,617 1,617 Other assets3,063 3,063 3,063 
LiabilitiesLiabilities     Liabilities     
Bank depositsBank deposits$320,717 $$320,717 $$320,717 Bank deposits$369,898 $$369,898 $$369,898 
Payables to brokerage clientsPayables to brokerage clients52,006 52,006 52,006 Payables to brokerage clients101,339 101,339 101,339 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities2,208 2,208 2,208 Accrued expenses and other liabilities9,011 9,011 9,011 
Short-term borrowingsShort-term borrowings2,500 2,500 2,500 
Long-term debtLong-term debt7,829 8,717 8,717 Long-term debt17,584 18,360 18,360 
December 31, 2019Carrying
Amount
Level 1Level 2Level 3Balance at
Fair Value
December 31, 2020December 31, 2020Carrying
Amount
Level 1Level 2Level 3Balance at
Fair Value
AssetsAssets     Assets     
Cash and cash equivalentsCash and cash equivalents$21,668 $21,668 $$$21,668 Cash and cash equivalents$29,189 $29,189 $$$29,189 
Cash and investments segregated and on deposit for
regulatory purposes
Cash and investments segregated and on deposit for
regulatory purposes
11,807 2,792 9,015 11,807 Cash and investments segregated and on deposit for
regulatory purposes
19,143 4,212 14,931 19,143 
Receivables from brokerage clients — netReceivables from brokerage clients — net21,763 21,763 21,763 Receivables from brokerage clients — net64,436 64,436 64,436 
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:Bank loans — net:     Bank loans — net:     
First MortgagesFirst Mortgages11,693 11,639 11,639 First Mortgages14,882 15,305 15,305 
HELOCsHELOCs1,113 1,153 1,153 HELOCs837 838 838 
Pledged asset linesPledged asset lines5,206 5,206 5,206 Pledged asset lines7,916 7,916 7,916 
OtherOther200 200 200 Other178 178 178 
Total bank loans — netTotal bank loans — net18,212 18,198 18,198 Total bank loans — net23,813 24,237 24,237 
Other assetsOther assets1,014 1,014 1,014 Other assets2,883 2,883 2,883 
LiabilitiesLiabilities     Liabilities     
Bank depositsBank deposits$220,094 $$220,094 $$220,094 Bank deposits$358,022 $$358,022 $$358,022 
Payables to brokerage clientsPayables to brokerage clients39,220 39,220 39,220 Payables to brokerage clients104,201 104,201 104,201 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities1,882 1,882 1,882 Accrued expenses and other liabilities8,263 8,263 8,263 
Long-term debtLong-term debt7,430 7,775 7,775 Long-term debt13,626 14,829 14,829 
- 6351 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
13.14.    Stockholders’ Equity
On AprilMarch 30, 2020,2021, the Company issued and sold 2,500,00024,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 4.450% fixed-rate non-cumulative perpetual preferred stock, Series J, $0.01 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 5.375%4.000% fixed-rate reset non-cumulative perpetual preferred stock, Series G,I, $0.01 par value per share, with a liquidation preference of $100,000 per share (equivalent toof $1,000 per Depositary Share). The net proceeds of the offering were approximately $2.47$2.2 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 0 repurchases of CSC’s common stock under this authorization during the ninethree months ended September 30,March 31, 2021 and 2020. During the three and nine months ended September 30, 2019, CSC repurchased 20 million and 49 million shares of its common stock under this authorization for $771 million and $2.0 billion, respectively.

The Company’s preferred stock issued and outstanding is as follows:
Liquidation Preference Per ShareDividend Rate in Effect at September 30, 2020Earliest Redemption DateDate at Which Dividend Rate Becomes Floating or Resets
Floating Annual Rate of Three-Month LIBOR/ Term Five-Year Treasury plus (2):
Liquidation Preference Per ShareDividend Rate in Effect at March 31, 2021Earliest Redemption DateDate at Which Dividend Rate Resets or Becomes FloatingReset / Floating RateMargin Over Reset / Floating Rate
Shares Issued and Outstanding (in thousands) atCarrying Value atShares Issued and Outstanding (in thousands) atCarrying Value at
September 30,
2020
(1)
December 31, 2019 (1)
September 30, 2020December 31, 2019Issue Date
March 31,
2021
(1)
December 31, 2020 (1)
March 31, 2021December 31, 2020Issue Date
Fixed-rate:Fixed-rate:Fixed-rate:
Series C(2)Series C(2)600 600 $1,000 $585 $585 08/03/156.000 %12/01/20N/ASeries C(2)600 600 $1,000 $585 $585 08/03/156.000 %12/01/20N/A
Series DSeries D750 750 1,000 728 728 03/07/165.950 %06/01/21N/ASeries D750 750 1,000 728 728 03/07/165.950 %06/01/21N/A
Series JSeries J600 1,000 584 03/30/214.450 %06/01/26N/A
Fixed-to-floating-rate/Fixed-rate reset:Fixed-to-floating-rate/Fixed-rate reset:Fixed-to-floating-rate/Fixed-rate reset:
Series ASeries A400 400 1,000 397 397 01/26/127.000 %02/01/2202/01/224.820 %Series A400 400 1,000 397 397 01/26/127.000 %02/01/2202/01/223M LIBOR4.820 %
Series ESeries E100,000 591 591 10/31/164.625 %03/01/2203/01/223.315 %Series E100,000 591 591 10/31/164.625 %03/01/2203/01/223M LIBOR3.315 %
Series FSeries F100,000 492 492 10/31/175.000 %12/01/2712/01/272.575 %Series F100,000 492 492 10/31/175.000 %12/01/2712/01/273M LIBOR2.575 %
Series GSeries G25 100,000 2,470 04/30/205.375 %06/01/2506/01/254.971 %Series G25 25 100,000 2,470 2,470 04/30/205.375 %06/01/2506/01/255-Year Treasury4.971 %
Series HSeries H25 25 100,000 2,470 2,470 12/11/204.000 %12/01/3012/01/3010-Year Treasury3.079 %
Series I (3)
Series I (3)
23 100,000 2,222 03/18/214.000 %06/01/2606/01/265-Year Treasury3.168 %
Total preferred stockTotal preferred stock1,786 1,761 $5,263 $2,793  Total preferred
stock
2,434 1,811 $10,539 $7,733  
(1) Represented by depositary shares, except for Series A.
(2) On April 6, 2021, the Company announced it will redeem on June 1, 2021, 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 will be redeemed at a redemption price of $25.00 per depositary share.
(3) The Series GI dividend rate resets on each five-yearfive-year anniversary beginning on June 1, 20252026 based on a five-year treasury rate, representing the five-year Treasury rate;average of the yields on actively traded U.S. treasury securities adjusted to constant maturity for five-year maturities. Series GI is only redeemable on dividend payment dates on or after the first reset dates. The dividend rates for all other series of preferred stock will float based on LIBOR.date.
N/A Not applicable.

- 52 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
Dividends declared on the Company’s preferred stock are as follows:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended March 31,
202020192020201920212020
Total
Declared
Per Share
Amount
Total
Declared
Per Share
Amount
Total
Declared
Per Share
Amount
Total
Declared
Per Share
Amount
Total
Declared
Per Share
Amount
Total
Declared
Per Share
Amount
Series ASeries A$$$$$14.0 $35.00 $14.0 $35.00 Series A$$$$
Series CSeries C9.0 15.00 9.0 15.00 27.0 45.00 27.0 45.00 Series C9.0 15.00 9.0 15.00 
Series DSeries D11.2 14.88 11.2 14.88 33.5 44.64 33.5 44.64 Series D11.2 14.88 11.2 14.88 
Series ESeries E13.8 2,312.50 13.8 2,312.50 27.7 4,625.00 27.7 4,625.00 Series E13.9 2,312.50 13.9 2,312.50 
Series FSeries F12.5 2,500.00 12.5 2,500.00 Series F
Series G (1)
Series G (1)
45.2 1,806.60 45.2 1,806.60 
Series G (1)
33.6 1,343.75 
Series H (2)
Series H (2)
22.2 888.89 
Series I (3)
Series I (3)
Series J (4)
Series J (4)
TotalTotal$79.2 $34.0 $159.9 $114.7 Total$89.9 $34.1 
(1) Series G preferred stockPreferred Stock was issued on April 30, 2020. Dividends are paid quarterly, and the first dividend was paid on September 1, 2020.

(2)
Series H Preferred Stock was issued on December 11, 2020. Dividends are paid quarterly, and the first dividend was paid on March 1, 2021.
Subsequent to September(3) Series I Preferred Stock was issued on March 18, 2021. Dividends are paid quarterly beginning on June 1, 2021.
(4) Series J Preferred Stock was issued on March 30, 2020, the Company’s acquisition of TD Ameritrade, effective October 6, 2020, resulted in significant equity issuances. Please see Notes 3 and 17 for additional information2021. Dividends are paid quarterly beginning on the TD Ameritrade acquisition.June 1, 2021.
- 6453 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
14.15.    Accumulated Other Comprehensive Income
The components of other comprehensive income (loss) are as follows:
2020201920212020
Three Months Ended September 30,Before
Tax
Tax
Effect
Net of
Tax
Before
Tax
Tax
Effect
Net of
Tax
Three Months Ended March 31,Three Months Ended March 31,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:Change in net unrealized gain (loss) on available for sale securities:Change in net unrealized gain (loss) on available for sale securities:
Net unrealized gain (loss)Net unrealized gain (loss)$97 $(20)$77 $51 $(12)$39 Net unrealized gain (loss)$(5,917)$1,409 $(4,508)$5,151 $(1,244)$3,907 
Other reclassifications included in other revenueOther reclassifications included in other revenue(3)(2)(1)(1)Other reclassifications included in other revenue(10)(8)
Amortization of amounts previously recorded upon transfer to held to
maturity from available for sale
10 (3)
Other comprehensive income (loss)Other comprehensive income (loss)$94 $(19)$75 $60 $(15)$45 Other comprehensive income (loss)$(5,927)$1,411 $(4,516)$5,151 $(1,244)$3,907 

20202019
Nine Months Ended September 30,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)$7,361 $(1,762)$5,599 $496 $(119)$377 
Other reclassifications included in other revenue(3)(2)(5)(4)
Amortization of amounts previously recorded upon transfer to held to
maturity from available for sale
30 (7)23 
Other
Other comprehensive income (loss)$7,359 $(1,761)$5,598 $521 $(125)$396 

AOCI balances are as follows:
Total AOCI
Balance at June 30,December 31, 2019$9988 
Available for sale securities:
Net unrealized gain (loss), excluding transfers to available for sale from held to maturity39 
Other reclassifications included in other revenue(1)
Held to maturity securities:
Amortization of amounts previously recorded upon transfer to held to maturity from available for sale
Balance at September 30, 2019$144 
Balance at June 30, 2020$5,611 
Available for sale securities:
Net unrealized gain (loss), excluding transfers to available for sale from held to maturity77 
Other reclassifications included in other revenue(2)
Balance at September 30, 2020$5,686 
- 65 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
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 maturity3582,850 
Net unrealized gain on securities transferred to available for sale from held to maturity (1)
191,057 
Other reclassifications included in other revenue(4)
Held to maturity securities:
Amortization of amounts previously recorded upon transfer to held to maturity from available for sale23 
Balance at September 30, 2019March 31, 2020$1443,995 
Balance at December 31, 20192020$885,394 
Available for sale securities:
Net unrealized gain (loss), excluding transfers to available for sale from held to maturity4,542 
Net unrealized gain on securities transferred to available for sale from held to maturity (2)
1,057 (4,508)
Other reclassifications included in other revenue(2)(8)
Other
Balance at September 30, 2020March 31, 2021$5,686878 
(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 its adoption of ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. The transfer resulted in a net of tax increase to AOCI of $19 million.
(2) On January 1, 2020, the Company transferred all of its investment securities designated as HTM to the AFS category. The transfer resulted in a net of tax increase to AOCI of $1.1 billion. See Note 56 in the 2020 Form 10-K for additional discussion on the 2020 transfer of HTM securities to AFS.


- 6654 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
15.16.    Earnings Per Common Share

For the three months ended March 31, 2021, 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. For further details surrounding the EPS computation, see Note 25 in the 2020 Form 10-K.

EPS under the basic and diluted computations for both common stock and nonvoting common stock are as follows:

Three Months Ended March 31,20212020
Common Stock
Common Stock – Nonvoting (1)
Common Stock
Common Stock – Nonvoting (1)
Basic earnings per share:
Numerator
Net income$1,422 $62 $795 N/A
Preferred stock dividends and other (2)
(92)(4)(38)N/A
Net income available to common stockholders$1,330 $58 $757 N/A
Denominator
Weighted-average common shares outstanding — basic1,803 79 1,287 N/A
Basic earnings per share$.74 $.74 $.59 N/A
Diluted earnings per share:
Numerator
Net income available to common stockholders$1,330 $58 $757 N/A
Reallocation of net income available to common stockholders as a result of
   conversion of nonvoting to voting shares
58 N/AN/A
Allocation of net income available to common stockholders:$1,388 $58 $757 N/A
Denominator
Weighted-average common shares outstanding — basic1,803 79 1,287 N/A
Conversion of nonvoting shares to voting shares79 N/AN/A
Common stock equivalent shares related to stock incentive plans10 N/A
Weighted-average common shares outstanding — diluted (3)
1,892 79 1,294 N/A
Diluted earnings per share$.73 $.73 $.58 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 basic and diluted EPS computations for the period ended March 31, 2020.
(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 15 million and 19 million for the three months ended March 31, 2021 and 2020, respectively.
N/A Not applicable.

- 55 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
17.    Regulatory Requirements

At September 30, 2020,March 31, 2021, CSC and CSB met all of their respective capital requirements. The regulatory capital and ratios for CSC (consolidated) and CSB are as follows:
Actual (1)
Minimum to be
Well Capitalized
Minimum Capital RequirementActualMinimum to be
Well Capitalized
Minimum Capital Requirement
September 30, 2020AmountRatioAmountRatioAmount
Ratio (2)
March 31, 2021March 31, 2021AmountRatioAmountRatioAmount
Ratio (1)
CSCCSC      CSC      
Common Equity Tier 1 Risk-Based CapitalCommon Equity Tier 1 Risk-Based Capital$17,438 15.9 %N/A $4,921 4.5 %Common Equity Tier 1 Risk-Based Capital$24,297 18.2 %N/A $5,993 4.5 %
Tier 1 Risk-Based CapitalTier 1 Risk-Based Capital22,701 20.8 %N/A 6,562 6.0 %Tier 1 Risk-Based Capital34,836 26.2 %N/A 7,990 6.0 %
Total Risk-Based CapitalTotal Risk-Based Capital22,735 20.8 %N/A 8,749 8.0 %Total Risk-Based Capital34,874 26.2 %N/A 10,653 8.0 %
Tier 1 LeverageTier 1 Leverage22,701 5.7 %N/A 16,071 4.0 %Tier 1 Leverage34,836 6.4 %N/A 21,631 4.0 %
Supplementary Leverage RatioSupplementary Leverage Ratio22,701 5.6 %N/A12,249 3.0 %Supplementary Leverage Ratio34,836 6.4 %N/A16,436 3.0 %
CSBCSB  CSB  
Common Equity Tier 1 Risk-Based CapitalCommon Equity Tier 1 Risk-Based Capital$16,648 19.1 %$5,656 6.5 %$3,916 4.5 %Common Equity Tier 1 Risk-Based Capital$21,111 21.9 %$6,256 6.5 %$4,331 4.5 %
Tier 1 Risk-Based CapitalTier 1 Risk-Based Capital16,648 19.1 %6,962 8.0 %5,221 6.0 %Tier 1 Risk-Based Capital21,111 21.9 %7,700 8.0 %5,775 6.0 %
Total Risk-Based CapitalTotal Risk-Based Capital16,680 19.2 %8,702 10.0 %6,962 8.0 %Total Risk-Based Capital21,130 22.0 %9,625 10.0 %7,700 8.0 %
Tier 1 LeverageTier 1 Leverage16,648 5.6 %14,813 5.0 %11,850 4.0 %Tier 1 Leverage21,111 6.0 %17,481 5.0 %13,985 4.0 %
Supplementary Leverage RatioSupplementary Leverage Ratio16,648 5.5 %N/AN/A9,076 3.0 %Supplementary Leverage Ratio21,111 5.9 %N/AN/A10,671 3.0 %
December 31, 2019     
December 31, 2020December 31, 2020     
CSCCSC      CSC      
Common Equity Tier 1 Risk-Based CapitalCommon Equity Tier 1 Risk-Based Capital$17,660 19.5 %N/A $4,073 4.5 %Common Equity Tier 1 Risk-Based Capital$22,916 18.5 %N/A $5,575 4.5 %
Tier 1 Risk-Based CapitalTier 1 Risk-Based Capital20,453 22.6 %N/A 5,431 6.0 %Tier 1 Risk-Based Capital30,649 24.7 %N/A 7,433 6.0 %
Total Risk-Based CapitalTotal Risk-Based Capital20,472 22.6 %N/A 7,241 8.0 %Total Risk-Based Capital30,688 24.8 %N/A 9,910 8.0 %
Tier 1 LeverageTier 1 Leverage20,453 7.3 %N/A 11,189 4.0 %Tier 1 Leverage30,649 6.3 %N/A 19,396 4.0 %
Supplementary Leverage RatioSupplementary Leverage Ratio20,453 7.1 %N/A8,604 3.0 %Supplementary Leverage Ratio30,649 6.2 %N/A14,744 3.0 %
CSBCSB      CSB      
Common Equity Tier 1 Risk-Based CapitalCommon Equity Tier 1 Risk-Based Capital$14,819 20.7 %$4,649 6.5 %$3,218 4.5 %Common Equity Tier 1 Risk-Based Capital$17,526 19.2 %$5,919 6.5 %$4,098 4.5 %
Tier 1 Risk-Based CapitalTier 1 Risk-Based Capital14,819 20.7 %5,722 8.0 %4,291 6.0 %Tier 1 Risk-Based Capital17,526 19.2 %7,285 8.0 %5,464 6.0 %
Total Risk-Based CapitalTotal Risk-Based Capital14,837 20.7 %7,152 10.0 %5,722 8.0 %Total Risk-Based Capital17,558 19.3 %9,106 10.0 %7,285 8.0 %
Tier 1 LeverageTier 1 Leverage14,819 7.1 %10,486 5.0 %8,389 4.0 %Tier 1 Leverage17,526 5.5 %15,979 5.0 %12,783 4.0 %
Supplementary Leverage RatioSupplementary Leverage Ratio14,819 6.8 %N/AN/A6,497 3.0 %Supplementary Leverage Ratio17,526 5.4 %N/AN/A9,763 3.0 %
(1)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. Therefore, AOCI is excluded from the amounts and ratios presented as of September 30, 2020. In 2019, CSC and CSB were required to include all components of AOCI in regulatory capital; the amounts and ratios for December 31, 2019 are presented on this basis.
(2) Under the Basel III capital rule, CSC and CSB are also required to maintain a capital conservation buffer and a countercyclical capital buffer above the regulatory minimum risk-based capital ratios. The capital conservation buffer and countercyclical capital buffer were 2.5% 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 September 30, 2020,March 31, 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 September 30, 2020,March 31, 2021, CSB is considered well capitalized (the highest category) under its respective regulatory capital rules. There are no conditions or events since September 30, 2020March 31, 2021 that management believes have changed CSB’s capital category.

At September 30, 2020,March 31, 2021, the balance sheets of CSPB and Charles Schwab Trust Bank (Trust Bank) consisted primarily of investment securities, and the entities held total assets of $28.3$33.1 billion and $11.7$12.3 billion, respectively. Based on their regulatory capital ratios, at March 31, 2021, CSPB and Trust Bank are considered well capitalized under their respective regulatory capital rules.
- 6756 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
capital ratios, at September 30, 2020, CSPB and Trust Bank are considered well capitalized under their respective regulatory capital rules.
On July 1, 2020, CS&Co registered as an FCM with the CFTC. On July 26, 2020, Charles Schwab Futures, Inc., a wholly-owned subsidiary of CSC, transferred its futures business and all of its assets and liabilities to CS&Co. This transfer was accounted for as a common control transaction and did not have an impact on the condensed consolidated financial statements.
Net capital and net capital requirements for CS&Co are as follows:
September 30, 2020December 31, 2019
Net Capital$2,166 $3,700 
Minimum net capital required1.000 0.250 
2% of aggregate debit balances595 446 
Net Capital in excess of required net capital$1,571 $3,254 
March 31, 2021December 31, 2020
CS&Co
Net capital$3,413 $3,117 
Minimum dollar requirement1.000 1.000 
2% of aggregate debit balances706 616 
Net capital in excess of required net capital$2,707 $2,501 
TDAC
Net capital$4,804 $4,040 
Minimum dollar requirement1.500 1.500 
2% of aggregate debit balances924 748 
Net capital in excess of required net capital$3,880 $3,292 
TD Ameritrade, Inc.
Net capital$493 $350 
Minimum dollar requirement0.250 0.250 
2% of aggregate debit balances
Net capital in excess of required net capital$493 $350 

Pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934SEC’s Customer Protection Rule and other applicable regulations, Schwab had cash and investments segregated for the exclusive benefit of clients at September 30, 2020.March 31, 2021. The SECSEC’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. 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 condensed consolidated statements of cash flows.

Certain subsidiaries of TD Ameritrade are also subject to regulatory capital requirements, including TD Ameritrade’s principal securities broker-dealers, TD Ameritrade, Inc. and TDAC, as well as its FCM and FDM entity, TDAFF. As of October 6, 2020, the effective date of the acquisition, TD Ameritrade, Inc., TDAC, and TDAFF were in compliance with their respective regulatory capital requirements. See Notes 3 and 17 for additional information on our acquisition of TD Ameritrade.


16.18.    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 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 2 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. There are no revenues from transactions between the segments.
- 6857 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
Financial information for the segments is presented in the following table:
Investor ServicesAdvisor ServicesTotalInvestor ServicesAdvisor ServicesTotal
Three Months Ended September 30,202020192020201920202019
Three Months Ended March 31,Three Months Ended March 31,202120202021202020212020
Net RevenuesNet RevenuesNet Revenues
Net interest revenueNet interest revenue$948 $1,182 $395 $449 $1,343 $1,631 Net interest revenue$1,454 $1,128 $457 $444 $1,911 $1,572 
Asset management and administration feesAsset management and administration fees643 586 217 239 860 825 Asset management and administration fees742 600 274 227 1,016 827 
Trading revenue (1)
Trading revenue (1)
139 140 42 66 181 206 
Trading revenue (1)
1,097 119 119 69 1,216 188 
Other (1)
51 36 13 13 64 49 
Bank deposit account feesBank deposit account fees254 97 351 
OtherOther178 20 43 10 221 30 
Total net revenuesTotal net revenues1,781 1,944 667 767 2,448 2,711 Total net revenues3,725 1,867 990 750 4,715 2,617 
Expenses Excluding InterestExpenses Excluding Interest1,167 1,070 392 405 1,559 1,475 Expenses Excluding Interest2,109 1,154 646 416 2,755 1,570 
Income before taxes on incomeIncome before taxes on income$614 $874 $275 $362 $889 $1,236 Income before taxes on income$1,616 $713 $344 $334 $1,960 $1,047 

Investor ServicesAdvisor ServicesTotal
Nine Months Ended September 30,202020192020201920202019
Net Revenues
Net interest revenue$3,028 $3,531 $1,276 $1,390 $4,304 $4,921 
Asset management and administration fees1,826 1,679 662 687 2,488 2,366 
Trading revenue (1)
396 421 166 209 562 630 
Other (1)
122 115 39 83 161 198 
Total net revenues5,372 5,746 2,143 2,369 7,515 8,115 
Expenses Excluding Interest3,489 3,189 1,202 1,190 4,691 4,379 
Income before taxes on income$1,883 $2,557 $941 $1,179 $2,824 $3,736 
(1) Beginning in the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.


17.    Subsequent Events
On October 6, 2020, the Company completed its acquisition of TD Ameritrade, pursuant to the merger agreement. As a result of the acquisition, TDA Holding became a wholly-owned subsidiary of CSC. The Company issued approximately 586 million common shares to TD Ameritrade stockholders in the acquisition, including shares of 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. Additionally, in conjunction with the acquisition on October 6, 2020, the stockholder agreement with TD Bank, the registration rights agreement with TD Bank and Charles R. Schwab, and the amended and restated IDA agreement with the TD Depository Institutions, as further detailed in Part I – Item 1 of our 2019 Form 10-K, became effective.
Under the amended IDA agreement, which replaced the previous IDA agreement between the TD Depository Institutions and TD Ameritrade, the TD Depository Institutions make available to Schwab customers FDIC-insured (up to specified limits) money market deposit accounts. Schwab provides marketing, recordkeeping and support services to the TD Depository Institutions with respect to the money market deposit accounts for which Schwab receives an aggregate monthly fee, determined by reference to certain yields, less a service fee on client cash deposits held at the TD Depository Institutions, FDIC deposit assessments, and interest on deposits paid to customers (on a net basis, the “sweep arrangement fee”). Though unlikely, in the event the sweep arrangement fee computation were to result in a negative amount in any given month, Schwab would be required to pay the TD Depository Institutions. Under the terms of the amended IDA agreement, the service fee on client cash deposits held at the TD Depository Institutions was reduced to 15 basis points from the 25 basis points paid by TD Ameritrade under its previous IDA agreement. Additionally, the previous IDA agreement had floors in place which enabled TD Ameritrade to carve-out up to $20 billion of IDA deposits designated as floating-rate investments from the applicable service fee during specified low-rate environments. Under the amended IDA agreement, the renegotiated 15 basis point rate will be applied across all designated fixed and floating IDA balances.
- 69 -


THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
The sweep arrangement fee received by Schwab under the amended IDA agreement, as well as bank deposit account agreements with other third-party depository institutions, will be included in a new revenue line item in our consolidated statement of income titled bank deposit account fees.
Under the amended IDA agreement, there will be an initial period during which the amounts swept to the TD 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 can sweep client funds to money market deposit accounts at the TD Depository Institutions, subject to certain limits. Beginning July 1, 2021, CSC’s subsidiary broker-dealers, including the TD Ameritrade broker-dealers, will have the option to reduce deposit balances swept to the TD Depository Institutions by up to $10 billion over each 12-month period, subject to certain limits and adjustments. Such limits and adjustments include Schwab’s obligation to move all of the uninsured IDA sweep balances on July 1, 2021 to its balance sheet or to other third-party depository institutions, which will count against the optional reduction amount, and the requirement that Schwab can only move floating IDA balances. Schwab’s initial reduction will also be affected by the net change in IDA sweep balances between the effective date of the amended IDA agreement and June 30, 2021. In addition, Schwab is also required to maintain a minimum $50 billion IDA balance through June 2031 and at least 80% of the IDA balances must be designated as fixed-rate obligations through June 2026.
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 TD Depository Institutions two years prior to the expiration date. For further details surrounding the amended IDA agreement, see Part I – Item 1 of our 2019 Form 10-K.
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 October 31, 2020. 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.

See Notes 3, 9, 10, 13, and 15 for additional information on the TD Ameritrade acquisition.
- 7058 -


THE CHARLES SCHWAB CORPORATION


Item 4.     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 September 30, 2020.March 31, 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 September 30, 2020.March 31, 2021.
Changes in internal control over financial reporting: The Company continues to integrate TD Ameritrade into its overall financial reporting process. No other 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 September 30, 2020,March 31, 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


- 7159 -


THE CHARLES SCHWAB CORPORATION


PART  II  -  OTHER  INFORMATION


Item 1.     Legal Proceedings
For a discussion of legal proceedings, see Part I – Item 1 – Note 10.


Item 1A.     Risk Factors

During the first ninethree months of 2020,2021, there have been no material changes to the risk factors in Part I – Item 1A – Risk Factors in the 20192020 Form 10-K except as described below. The risk factor described below updates, and should be read together with, the risk factors disclosed in Part I – Item 1A – Risk Factors, in our 2019 Annual Report on Form 10-K.

The challenging economic environment triggered by the COVID-19 pandemic has impacted and will continue to impact our business, results of operations and financial condition.
The COVID‑19 pandemic has adversely impacted the economic environment, leading to lower interest rates across the curve and heightened volatility in the financial markets. These developments have had, and may continue to have, a negative impact on our net interest 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. This will limit our ability to return excess capital to stockholders, including through share repurchases, until the ratio returns to higher levels. Furthermore, many of our employees and those of our outsourced service providers are working remotely. Certain of our client service response and processing times have increased as a result of very high levels of client engagement, our employees working remotely, and the temporary loss of services from some of our outsourced service providers. Credit markets have been adversely impacted due to both uncertainty regarding the pandemic’s economic impact and the anticipation that high levels of unemployment will have a significant impact on retail credit and commercial real estate forbearances and delinquencies. We may experience higher levels of delinquencies on our portfolios of first mortgages and home equity lines of credit. We may also experience higher credit spreads in certain sectors within our portfolio of investment securities, especially those asset-backed securities and commercial mortgage-backed securities with exposure to retail loans and commercial real estate. These and other impacts of the COVID‑19 pandemic could have the effects of heightening many of the other risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019 incorporated by reference herein. The extent to which the COVID‑19 pandemic 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 pandemic, actions taken by governmental authorities to contain the financial and economic impact of the pandemic and the spread of COVID‑19, further changes in credit quality and spreads, and reactions in the financial markets.


- 7260 -


THE CHARLES SCHWAB CORPORATION


Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
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. There were no share repurchases under this authorization during the thirdfirst quarter of 2020.2021.

The following table summarizes purchases made by or on behalf of CSC of its common stock for each calendar month in the thirdfirst quarter of 20202021 (in millions, except number of shares, which are in thousands, and per share amounts):
MonthMonthTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramApproximate Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced ProgramMonthTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramApproximate Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced Program
July:
January:January:
Share repurchase programShare repurchase program— $— — $1,780 Share repurchase program— $— — $1,780 
Employee transactions (1)
Employee transactions (1)
$33.75 N/AN/A
Employee transactions (1)
235 $54.69 N/AN/A
August:
February:February:
Share repurchase programShare repurchase program— $— — $1,780 Share repurchase program— $— — $1,780 
Employee transactions (1)
Employee transactions (1)
$33.21 N/AN/A
Employee transactions (1)
$59.18 N/AN/A
September:
March:March:
Share repurchase programShare repurchase program— $— — $1,780 Share repurchase program— $— — $1,780 
Employee transactions (1)
Employee transactions (1)
11 $35.84 N/AN/A
Employee transactions (1)
125 $63.76 N/AN/A
Total:Total:Total:
Share repurchase programShare repurchase program— $— — $1,780 Share repurchase program— $— — $1,780 
Employee transactions (1)
Employee transactions (1)
15 $35.22 N/AN/A
Employee transactions (1)
369 $57.88 N/AN/A
(1) 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.


Item 3.     Defaults Upon Senior Securities

None.


Item 4.     Mine Safety Disclosures

Not applicable.


Item 5.     Other Information
None.
- 7361 -


THE CHARLES SCHWAB CORPORATION


Item 6.     Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
Exhibit
Number
Exhibit
3.11
3.11(i)
3.14
3.14(i)
10.412(1), (2)
10.413(1), (2)
10.414(1), (2)
10.415(1), (2)
10.416
10.417
10.418
10.419
10.420
10.421
- 74 -


THE CHARLES SCHWAB CORPORATION


Exhibit
Number
Exhibit
Number
Exhibit Exhibit
Number
Exhibit 
10.422
3.233.23
3.243.24
31.131.1 31.1 
31.231.2 31.2 
32.132.1(1)32.1(1)
32.232.2(1)32.2(1)
101.INS101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.(3)101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.(2)
101.SCH101.SCHInline XBRL Taxonomy Extension Schema(3)101.SCHInline XBRL Taxonomy Extension Schema(2)
101.CAL101.CALInline XBRL Taxonomy Extension Calculation(3)101.CALInline XBRL Taxonomy Extension Calculation(2)
101.DEF101.DEFInline XBRL Extension Definition(3)101.DEFInline XBRL Extension Definition(2)
101.LAB101.LABInline XBRL Taxonomy Extension Label(3)101.LABInline XBRL Taxonomy Extension Label(2)
101.PRE101.PREInline XBRL Taxonomy Extension Presentation(3)101.PREInline XBRL Taxonomy Extension Presentation(2)
104104Cover 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)(1)Furnished as an exhibit to this Quarterly Report on Form 10-Q.(1)Furnished as an exhibit to this Quarterly Report on Form 10-Q.
(2)(2)Management contract or compensatory plan.(2)Attached as Exhibit 101 to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 are the following materials formatted in Inline XBRL (Extensible Business Reporting Language) (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements. 
(3)Attached as Exhibit 101 to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 are the following materials formatted in Inline XBRL (Extensible Business Reporting Language) (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements. 

- 7562 -


THE CHARLES SCHWAB CORPORATION



SIGNATURE


Pursuant to the requirements 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.

  THE CHARLES SCHWAB CORPORATION
  (Registrant)
   
Date:November 9, 2020May 7, 2021 /s/ Peter Crawford
  Peter Crawford
  Executive Vice President and Chief Financial Officer

- 7663 -