Charles Schwab (SCHW) 10-K risk factor changes: FY2022 vs FY2021

[removed: These] policies could also have implications for clients’ allocation to cash; higher or lower client cash balances have an impact on our capital requirements as well as liquidity implications if such changes in allocation are sudden.

We also sweep a portion of such cash to unconsolidated third-party financial [removed: institutions] [added: institutions, including] pursuant to the IDA [removed: agreement and agreements with other third-party financial institutions,] [added: agreement,] through which we earn bank deposit account fees.

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

Certain securities in our investment portfolio, the floating rate loans we offered, and [removed: certain] [added: a] series of our outstanding preferred stock reference LIBOR as the benchmark rate to determine the applicable interest rate, payment amount or floating dividend rates.

When LIBOR is discontinued as announced, there will be uncertainty or differences in the calculation of the applicable interest rate or payment amount depending on the terms of the governing [removed: instruments.][added: instruments and the details of any fallback provisions.]

In addition, further operational work will be required to transition our legacy loan portfolio to alternate reference [removed: rates that are consistent with the fallback language included in the contracts.][added: rates.]

[added: See also Part II] – [added: Item 7 –] Risk Management for additional information regarding the Company’s consideration of the phase-out of LIBOR.

Despite our efforts to comply with applicable legal requirements, there are a [added: number of risks, particularly in areas where applicable laws or regulations may be unclear or where regulators could revise their previous guidance.]

Any enforcement actions or other proceedings brought by our regulators against us or our affiliates, officers or employees could result in fines, penalties, cease and desist orders, enforcement actions, suspension, disqualification or expulsion, [removed: or other disciplinary sanctions, including limitations on our business activities, any of which could harm our reputation and adversely affect our results of operations and financial condition.]

New legislation, rules, regulations and guidance, or changes in the interpretation or enforcement of existing federal, state, foreign and SRO rules, regulations and guidance, including changes relating to mutual funds, [added: money market funds,] standards of conduct with clients, conflicts of interest, regulatory treatment of deposit accounts, [added: CRA,] and [added: market structure reform, including] order routing practices and order-related [removed: revenues] [added: revenues,] may directly affect our operations and profitability or our specific business lines.

In addition, failure by CSC or our banking subsidiaries to maintain a sufficient amount of capital to satisfy their [added: stress] capital [added: buffer (CSC) or capital] conservation buffer [added: (banking subsidiaries)] and countercyclical capital buffer requirements would result in restrictions on our ability to make capital distributions and discretionary cash bonus payments to executive officers.

The [removed: imposition of a] stress capital buffer [removed: requirement] could [removed: change the way in which our minimum risk-based capital ratios are calculated and] make us subject to progressively more stringent constraints on capital actions if we approach our minimum ratios.

At December 31, [removed: 2021,] [added: 2022,] CSC had approximately [removed: $670] [added: $552] billion in total assets and cross-jurisdictional activity of approximately [removed: $32] [added: $29] billion.

Litigation and arbitration claims include those brought by our clients and the clients of [removed: third party] [added: third-party] advisors whose assets are custodied with us.

Claims from clients of [removed: third party] [added: third-party] advisors may allege losses due to investment decisions made by the [removed: third party] [added: third-party] advisors or the advisors’ misconduct.

Security breaches, including breaches of our security measures or those of our third-party service providers or clients, could result in a violation of applicable privacy and other laws and could subject us to significant liability or loss that may not be covered by insurance, actions by our regulators, damage to our reputation, or a loss of confidence in our security measures [added: which could harm our business.]

[removed: Losses reimbursed to clients under our] guarantee against unauthorized account activity could have a negative impact on our business, financial condition and results of operations.

Technology and operational failures or errors [added: and other operational risks] could subject us to losses, litigation, regulatory actions, and reputational damage.

[removed: Moreover, instances] [added: Instances] of fraud [removed: or other misconduct] might [removed: also] negatively impact our reputation and client confidence in the Company, in addition to any direct losses that might result from such instances.

[removed: The ways that fraudulent activity is attempted is continuously evolving and while] [added: Although] we monitor for new types of fraud, there may be a delay in recognizing the fraud is happening.

Besides potential losses, shutting down [removed: the] fraudulent activity often requires a balance with client experience.

While we devote substantial attention and resources to the reliability, capacity and scalability of our systems, [added: we occasionally experience] extraordinary trading volumes, [removed: such as those that occurred in 2020] [added: which have caused] and [removed: the first quarter of 2021,] could cause our computer systems to operate at unacceptably slow speeds or even fail, affecting our ability to process client transactions and potentially resulting in some clients’ orders being executed at prices they did not anticipate.

[removed: Errors in the design, function, or underlying assumptions used in these models and] tools, particularly if we fail to detect the errors over an extended period, could subject us to claims of a breach of fiduciary duty and potentially large liabilities for make-whole payments, litigation, and/or regulatory fines.

An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial difficulties, natural disasters, extreme weather, power outage, public health crises, political [removed: developments] [added: developments, war, international disputes,] or for any other reason, and our inability to make alternative arrangements in a timely manner could disrupt our operations, impact our ability to offer certain products and services, and result in financial losses to us.

[removed: As a result of certain stay at home restrictions related to the COVID-19 pandemic, we] [added: We] temporarily lost the services from some of our outsourced service providers [added: during the COVID-19 pandemic] which contributed to increased client service response and processing times.

In addition, if our broker-dealer or depository institution subsidiaries fail to meet regulatory capital guidelines, [added: or if a depository institution subsidiary is unable to obtain regulatory approval, when required, to declare a dividend,] regulators could limit the subsidiaries’ [removed: operations or their] ability to upstream funds to [removed: CSC,] [added: CSC or limit their operations,] which could reduce CSC’s liquidity and adversely affect its ability to repay debt, pay dividends on CSC’s preferred [added: stock and common] stock, [added: repurchase its shares,] or [removed: return capital to common stockholders.][added: redeem its preferred stock.]

The margin requirements may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market [removed: volatility.][added: volatility, and member firms like us have been required to deposit additional funds.]

When available cash is not sufficient for our liquidity needs, we may [added: be required to] seek external financing.

Although CSC, CS&Co, and TDAC maintain uncommitted, unsecured bank credit lines and CSC has a commercial paper issuance program, as well as a universal shelf registration statement filed with the SEC which can be used to sell securities, [removed: financing may not be available on acceptable terms or at all due to market conditions or disruptions in the credit markets.]

Increases in delinquency and default rates, housing and stock price declines, increases in the unemployment rate, and other economic factors, [removed: including from the continuing impact of the COVID-19 pandemic,] can result in increases in allowances for credit losses and related credit loss expense, as well as write downs on such loans.

If we are not able to successfully combine the businesses of Schwab and TD Ameritrade within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the merger may not be realized fully or [removed: at all or] may take longer to realize than expected, the combined business may not perform as expected and the value of our common stock may be adversely affected.

In addition, we may [added: still] experience [added: some] delays in acquiring the technology and infrastructure components needed for the [removed: integration due to pandemic-related supply chain disruptions.][added: integration.]

Under the IDA agreement, we are only permitted to reduce the deposit balances swept to the TD Depository Institutions by a set amount during each 12-month period, subject to certain limitations and adjustments including [removed: only moving IDA balances designated as floating-rate obligations and] maintaining a minimum $50 billion IDA sweep balance through June 2031.

These

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The Federal Reserve adopted a final rule that provides default rules for certain contracts that use LIBOR, with replacement rates based on the Secured Overnight Financing Rate (SOFR).

or other disciplinary sanctions, including limitations on our business activities, any of which could harm our reputation and adversely affect our results of operations and financial condition.

Recently, the SEC has proposed or adopted a number of new rules, and these new or proposed rules involve sweeping changes that could require significant shifts in industry operations and practices, thereby increasing uncertainty for markets and investors.

In 2022, CSC became subject to the CCAR process, which requires submission of an annual capital plan, and determination of CSC’s stress capital buffer.

CSC’s risk-based capital ratios must exceed the regulatory minimum plus the stress capital buffer.

Losses reimbursed to clients under our

Certain events could increase our client service and processing times due to staffing shortages, remote work or the temporary loss of services from outsourced service providers, such as occurred during the COVID-19 pandemic.

We take steps to prevent and detect fraud but the ways that fraudulent activity is attempted is continuously evolving.

Errors in the design, function, or underlying assumptions used in these models and

Following Russia’s invasion of Ukraine, we had to replace certain vendor resources which added incremental complexity in our TD Ameritrade conversion work.

financing may not be available on acceptable terms or at all due to market conditions or disruptions in the credit markets.

When short-term interest rates rapidly increase, as they did in 2022, the pace at which clients move certain cash balances out of our sweep features and into higher yielding alternatives generally increases.

When these outflows outpace excess cash on hand and cash generated by maturities and paydowns on our investment and loan portfolios, as they recently have, our banking subsidiaries may use temporary supplemental funding, such as advances under Federal Home Loan Bank (FHLB) secured credit facilities, borrowings under repurchase agreements with external financial institutions, and issuances of brokered certificates of deposit, which have higher costs.

In addition, to access new FHLB advances or roll over existing advances, our banking subsidiaries must maintain positive tangible capital, as defined by the Federal Housing Finance Agency.

Larger unrealized losses on our available for sale (AFS) portfolio due to higher market interest rates could negatively impact our tangible capital.

We are undertaking one of the largest brokerage account conversions and could experience unanticipated issues.

As part of our TD Ameritrade integration, we plan to transition the TD Ameritrade brokerage accounts to Schwab in multiple transition groups, as well as several TD Ameritrade platforms, while at the same time adding scale.

Doing the conversion in multiple transition groups adds complexity, including maintaining appropriate regulatory capital and liquidity.

Although we have undertaken extensive planning and testing, the account transitions are complicated and we could experience issues which cause a transition group to be delayed, or negatively impact the client experience.

Such issues could impact client retention, integration-related costs, the timing for realizing synergies, our reputation, and compliance with regulatory requirements.

In order to support TD Ameritrade clients through the account transitions, some of which will take place over holiday weekends, we are increasing our client service staffing.

If we are not able to add and retain sufficient client service staff or retain other employees working on the account transitions, client service may be unacceptable, leading to higher than anticipated client attrition, or account transitions may not be successful.

Also, following Russia’s invasion of Ukraine, we had to replace certain vendor resources which added incremental complexity in our TD Ameritrade conversion work.

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

The onset of the COVID‑19 pandemic adversely impacted the economic environment and credit markets, leading to lower interest rates across the curve, heightened volatility in the financial markets, and market-driven credit spread movements in certain sectors within our portfolio of investment securities.

Although certain economic conditions improved in 2021, the pandemic continues to evolve and certain impacts of the pandemic, including short-term interest rates, may continue to have a negative impact on our net interest revenue, bank deposit account fee revenue, and asset management and administration fees.

Additionally, in March 2020, we experienced a significant increase in client cash balances held at our bank and broker-dealer subsidiaries which caused our Tier 1 Leverage Ratio to decline into the buffer we maintain between our long-term operating objective and our regulatory requirement.

We will continue to have limits on our ability to return excess capital to stockholders, including through share repurchases, until the ratio returns to higher levels.

The pandemic has also impacted our client service quality at times.

Certain of our client service response and processing times increased as a result of very high levels of client engagement and our clients experienced and may continue to occasionally experience delays accessing and using our website and mobile applications.

While we have focused on hiring additional client service employees, we, like many employers, continue to face challenges retaining and hiring employees.

In addition, we recently experienced and may again experience staffing shortages at our call centers and branches due to the rapid spread of new variants of COVID-19.

Many of our employees and those of our outsourced service providers are working remotely and this has at times contributed to the increase in response and processing times, particularly when we have experienced the temporary loss of services from some of our outsourced service providers.

These and other impacts of the COVID‑19 pandemic have had and will likely continue to have the effect of heightening many of the other risks described elsewhere in this “Risk Factors” section.

The extent to which the COVID‑19 pandemic, or the emergence of another wide-spread health crisis, impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain, including the scope and duration of the outbreak, actions taken by governmental authorities to contain the financial and economic impact and the spread of the outbreak, the effect on our clients, employees, and outsourced service providers, changes in credit quality and spreads, and reactions in the financial markets.

The significant reduction in interest rates related to the COVID-19 pandemic has had, and will continue to have, a negative impact on our revenue related to interest rates and has caused us to waive management fees for certain funds.

See also Part II – Item 7.

number of risks, particularly in areas where applicable laws or regulations may be unclear or where regulators could revise their previous guidance.

In January 2021, the Federal Reserve adopted a final rule, effective with the 2022 CCAR cycle, making large savings and loan holding companies, including CSC, subject to the CCAR process, which requires submission of an annual capital plan.

The rule also imposes a stress capital buffer requirement, floored at 2.5 percent of risk-weighted assets, that will replace CSC’s current 2.5 percent capital conservation buffer for our risk-based capital ratios.

The stress capital buffer will equal, as a percentage of total risk-weighted assets, the sum of (i) the difference between a firm’s starting common equity Tier 1 capital ratio and the low point under the severely adverse scenario of the Federal Reserve’s supervisory stress test plus (ii) the ratio of the firm’s projected four quarters of common stock dividends for the fourth through seventh quarters of the planning horizon to risk-weighted assets as projected under CCAR.

which could harm our business.

For example, certain of our client service response and processing times increased in 2020 as a result of very high levels of client engagement and our clients experienced delays accessing our systems during periods when there was an unusually high volume of client activity.

For example, as a result of recent market volatility the National Securities Clearing Corporation increased margin requirements for member firms and we were required to deposit additional funds.

Most of the integration planning and execution work is currently being done remotely due to the COVID-19 pandemic.

The inability to work in-person and on-site with information technology and management oversight has and will continue to make some of the integration work more challenging, particularly with regard to technology.

Recently, the challenge and cost for us to retain and hire talent has increased.

In September 2021, we implemented a 5% salary increase for almost all of our employees.

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- 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; [removed: and] maintaining our market [removed: position] [added: position; and the impact from adjustments related to the Market Risk Rule] (see Business Strategy and Competitive [removed: Environment and] [added: Environment,] Products and Services [added: and Regulation] in Part I, Item 1);

- Expected benefits from the TD Ameritrade and other [removed: recently] completed acquisitions; and expected timing for the TD Ameritrade client [removed: conversion] [added: transitions] (see Business and Asset Acquisitions in Part I, Item 1; Overview – Business and Asset Acquisitions in Part II, Item 7; Business Acquisitions in Part II, Item 8 – Note 3; and Exit and Other Related Liabilities in [added: Part II, Item 8 –] Note 16);

- [removed: The] [added: Net interest revenue; and the] adjustment of rates paid on client-related [removed: liabilities; and money market fund fee waivers] [added: liabilities] (see Results of Operations – Net Interest Revenue [removed: and Asset Management and Administration Fees] in Part II, Item 7);

- Sources [added: and uses] of liquidity, capital, and level of dividends; and Tier 1 Leverage Ratio operating objective (see Liquidity Risk, Capital Management, Regulatory Capital Requirements, and Dividends in Part II, Item 7);

- [removed: The] [added: Capital management; the return of capital to stockholders; and the] migration of IDA balances to our balance sheet (see Capital Management – Regulatory Capital Requirements in Part II, Item 7; and Commitments and Contingencies in Part II, Item 8 – Note 15);

- General market conditions, including equity [removed: valuations, trading activity,] [added: valuations and] the level of interest [removed: rates – which can impact money market fund fee waivers, and credit spreads;][added: rates;]

- The risk that expected cost synergies and other benefits from the TD Ameritrade [removed: and other recent acquisitions] [added: acquisition] may not be fully realized or may take longer to realize than expected and that integration-related expenses may be higher than expected;

- The ability to successfully implement integration strategies and plans relating to TD [removed: Ameritrade;][added: Ameritrade, including client account transitions;]

- Migrations of [removed: BDA balances;][added: bank deposit account balances (BDA balances);]

Order flow revenue: [removed: Net compensation] [added: Payments] received from [removed: markets and firms] [added: trade execution venues] to which our broker-dealer subsidiaries send equity and [removed: options] [added: option] orders.

Results for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] are as follows:

| | | | Growth Rate 1-Year [removed: 2020-2021] [added: 2021-2022] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net new client assets (in billions) (1) | | | [removed: (74)%] [added: (21)%] | | | | | | $ | [removed: 516.2] [added: 406.9] | | | | | $ | [removed: 1,952.5] [added: 516.2] | | | | | $ | [removed: 222.8] [added: 1,952.5] | |

| Core net new client assets (in billions) | | | [removed: 98%] [added: (23)%] | | | | | | $ | [removed: 558.2] [added: 427.7] | | | | | $ | [removed: 281.9] [added: 558.2] | | | | | $ | [removed: 211.7] [added: 281.9] | |

| Client assets (in billions, at year end) | | | [removed: 22%] [added: (13)%] | | | | | | $ | [removed: 8,138.0] [added: 7,049.8] | | | | | $ | [removed: 6,691.7] [added: 8,138.0] | | | | | $ | [removed: 4,038.8] [added: 6,691.7] | |

| Average client assets (in billions) | | | [removed: 64%] [added: (3)%] | | | | | | $ | [removed: 7,493.8] [added: 7,292.8] | | | | | $ | [removed: 4,579.0] [added: 7,493.8] | | | | | $ | [removed: 3,682.0] [added: 4,579.0] | |

| New brokerage accounts (in thousands) (2) | | | [removed: (61)%] [added: (45)%] | | | | | | [removed: 7,306] [added: 4,044] | | | | | | [removed: 18,627] [added: 7,306] | | | | | | [removed: 1,568] [added: 18,627] | | |

| Active brokerage accounts (in thousands, at year end) | | | [removed: 12%] [added: 2%] | | | | | | [removed: 33,165] [added: 33,758] | | | | | | [removed: 29,629] [added: 33,165] | | | | | | [removed: 12,333] [added: 29,629] | | |

| Assets receiving ongoing advisory services (in billions, at year end) | | | [removed: 23%] [added: (10)%] | | | | | | $ | [removed: 4,064.4] [added: 3,673.2] | | | | | $ | [removed: 3,300.1] [added: 4,064.4] | | | | | $ | [removed: 2,106.8] [added: 3,300.1] | |

| Client cash as a percentage of client assets (at year end) | | | | | | | | | [removed: 10.9] [added: 12.3] | | % | | | | [removed: 12.3] [added: 10.9] | | % | | | | [removed: 11.3] [added: 12.3] | | % |

| Total net revenues | | | [removed: 58%] [added: 12%] | | | | | | $ | [removed: 18,520] [added: 20,762] | | | | | $ | [removed: 11,691] [added: 18,520] | | | | | $ | [removed: 10,721] [added: 11,691] | |

| Total expenses excluding interest | | | [removed: 46%] [added: 5%] | | | | | | [removed: 10,807] [added: 11,374] | | | | | | [removed: 7,391] [added: 10,807] | | | | | | [removed: 5,873] [added: 7,391] | | |

| Income before taxes on income | | | [removed: 79%] [added: 22%] | | | | | | [removed: 7,713] [added: 9,388] | | | | | | [removed: 4,300] [added: 7,713] | | | | | | [removed: 4,848] [added: 4,300] | | |

| Taxes on income | | | [removed: 86%] [added: 19%] | | | | | | [removed: 1,858] [added: 2,205] | | | | | | [removed: 1,001] [added: 1,858] | | | | | | [removed: 1,144] [added: 1,001] | | |

| Net income | | | [removed: 77%] [added: 23%] | | | | | | $ | [removed: 5,855] [added: 7,183] | | | | | $ | [removed: 3,299] [added: 5,855] | | | | | $ | [removed: 3,704] [added: 3,299] | |

| Preferred stock dividends and other | | | [removed: 93%] [added: 11%] | | | | | | [removed: 495] [added: 548] | | | | | | [removed: 256] [added: 495] | | | | | | [removed: 178] [added: 256] | | |

| Net income available to common stockholders | | | [removed: 76%] [added: 24%] | | | | | | $ | [removed: 5,360] [added: 6,635] | | | | | $ | [removed: 3,043] [added: 5,360] | | | | | $ | [removed: 3,526] [added: 3,043] | |

| Earnings per common share — diluted [removed: (3)] | | | [removed: 33%] [added: 24%] | | | | | | $ | [removed: 2.83] [added: 3.50] | | | | | $ | [removed: 2.12] [added: 2.83] | | | | | $ | [removed: 2.67] [added: 2.12] | |

| Net revenue growth from prior year | | | | | | | | | [removed: 58] [added: 12] | | % | | | | [removed: 9] [added: 58] | | % | | | | [removed: 6] [added: 9] | | % |

| Pre-tax profit margin | | | | | | | | | [removed: 41.6] [added: 45.2] | | % | | | | [removed: 36.8] [added: 41.6] | | % | | | | [removed: 45.2] [added: 36.8] | | % |

| Return on average common stockholders’ equity | | | | | | | | | [removed: 11] [added: 18] | | % | | | | [removed: 9] [added: 11] | | % | | | | [removed: 19] [added: 9] | | % |

| Expenses excluding interest as a percentage of average client assets | | | | | | | | | [removed: 0.14] [added: 0.16] | | % | | | | [removed: 0.16] [added: 0.14] | | % | | | | 0.16 | | % |

| Consolidated Tier 1 Leverage Ratio (at year end) | | | | | | | | | [removed: 6.2] [added: 7.2] | | % | | | | [removed: 6.3] [added: 6.2] | | % | | | | [removed: 7.3] [added: 6.3] | | % |

| Non-GAAP Financial Measures [removed: (4)] [added: (3)] | | | | | | | | | | | | | | | | | | | | | | | |

| Adjusted total expenses [removed: (5)] [added: (4)] | | | | | | | | | $ | [removed: 9,724] [added: 10,386] | | | | | $ | [removed: 6,759] [added: 9,724] | | | | | $ | [removed: 5,820] [added: 6,759] | |

| Adjusted diluted EPS [removed: (3)] | | | | | | | | | $ | [removed: 3.25] [added: 3.90] | | | | | $ | [removed: 2.45] [added: 3.25] | | | | | $ | [removed: 2.70] [added: 2.45] | |

| Return on tangible common equity | | | | | | | | | [removed: 22] [added: 42] | | % | | | | [removed: 15] [added: 22] | | % | | | | [removed: 21] [added: 15] | | % |

[removed: (1)] 2021 includes outflows of $42.0 billion from certain mutual fund clearing services clients.

[removed: 2019] [added: (1) 2022] includes [removed: inflows] [added: outflows] of [removed: $11.1] [added: $20.8] billion from certain mutual fund clearing services clients.

[removed: (4)] [added: (3)] See Non-GAAP Financial Measures for further details and a reconciliation of such measures to GAAP reported results.

- Investments to support growth in our client base (see Overview in Part II, Item 7);

- The expected impact of proposed rules (see Current Regulatory Environment and other Developments);

- The level and mix of client trading activity;

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- Regulatory guidance and adverse impacts from new legislation or rulemaking;

- Increased compensation and other costs due to inflationary pressures;

- Balance sheet positioning relative to changes in interest rates;

- Interest earning asset mix and growth;

2022 Compared to 2021

Schwab’s 2022 financial results reflected strong performance against a challenging economic backdrop.

Our clients faced a very difficult environment throughout the year, encountering inflation and global economic concerns, with Russia’s invasion of Ukraine exacerbating the impact.

Equity markets suffered their worst year since 2008, with the S&P 500® and NASDAQ Composite® contracting 19% and 33%, respectively, in 2022, while investor sentiment remained bearish throughout the year.

At the same time, the Federal Reserve raised short-term rates at the fastest pace in 40 years, ultimately increasing the Fed Funds rate seven times to reach an upper bound of 4.50% in December.

Additionally, uncertainty around future macroeconomic growth increased in the second half of the year, weighing on longer-term rates and leading to an inverted yield curve.

Through these challenges, clients continued to turn to Schwab for help in achieving their financial goals.

Core net new assets in 2022 totaled $427.7 billion, representing an organic growth rate of 5%, which included significant tax-related outflows in April.

Total client assets were $7.05 trillion at December 31, 2022, down 13% from year-end 2021, as market value declines of approximately $1.5 trillion in client assets more than offset the Company’s continued asset gathering during the year.

DATs in 2022 were 5.9 million, down 9% from the prior year, as trading volume subsided from the extraordinary levels seen in 2021.

New brokerage accounts were also down from the prior year, as clients opened 4.0 million new brokerage accounts in 2022; active brokerage accounts totaled 33.8 million at December 31, 2022, up 2% from year-end 2021.

Schwab’s financial performance in 2022 reflected the resiliency of our diversified financial model in a challenging macroeconomic environment and impacts from higher market interest rates.

Net income totaled $7.2 billion in 2022 and diluted EPS was $3.50, representing year-over-year growth of 23% and 24%, respectively.

Total net revenues rose 12% year-over-year to $20.8 billion in 2022.

Net interest revenue increased to $10.7 billion, rising 33% from 2021 as significantly higher market rates more than offset the impact of balance sheet contraction due to client cash allocation decisions.

Asset management and administration fees totaled $4.2 billion in 2022, down 1% year-over-year as lower market valuations throughout the year offset the benefit of lower money market fund fee waivers.

Trading revenue declined by 12% to $3.7 billion in 2022, due to lower DATs relative to the extraordinary trading volume seen in 2021 and changes in mix of client trading activity.

Bank deposit account fee revenue was $1.4 billion in 2022, up 7% from 2021 as higher average net yields more than offset lower average BDA balances.

BDA balances totaled $126.6 billion at December 31, 2022, down 20% from year-end 2021, reflecting client cash allocation decisions and migrations to our balance sheet.

Total expenses excluding interest amounted to $11.4 billion in 2022, increasing 5% from 2021, and adjusted total expenses (1) were $10.4 billion, up 7% from the prior year.

These increases reflected higher compensation and benefits expense and higher occupancy and equipment expense, as we continued to invest in our people and technology to support ongoing growth in our client base.

These increases were partially offset by lower other expense, which included a charge of approximately $200 million in 2021 (see Item 8 – Note 15).

Acquisition and integration-related costs and amortization of acquired intangibles were $392 million and $596 million, respectively, in 2022, compared with $468 million and $615 million, respectively, in 2021.

Return on average common stockholders’ equity grew to 18% in 2022 from 11% in 2021, while return on tangible common equity (1) (ROTCE) increased to 42% in 2022 compared with 22% in 2021.

The increases in both return on average common stockholders’ equity and ROTCE were due primarily to lower stockholders’ equity and growth in net income.

Stockholders’ equity declined in 2022 primarily due to a significant decrease in AOCI, as higher market interest rates resulted in larger unrealized losses on our AFS investment securities portfolio.

In January and November 2022, the Company transferred $108.8 billion and $79.8 billion, respectively, of investment securities from the AFS category to the held to maturity (HTM) category (see Capital Management and Item 8 – Note 6).

The Company continued its diligent approach to balance sheet management in 2022, maintaining appropriate capital and liquidity to support client activity and returning excess capital to stockholders.

As market rates rose from near-zero levels at the beginning of the year, clients allocated a growing portion of their assets to higher yielding cash and fixed income alternatives.

Total balance sheet assets decreased 17% year-over-year to $551.8 billion at December 31, 2022 as a result of these client cash allocation decisions and unrealized losses on AFS securities, both resulting primarily from higher market interest rates.

To facilitate these client cash movements, we took steps to enhance our liquidity by limiting new portfolio investments to help build available cash and utilizing short-term funding sources including FHLB advances and retail certificates of deposit.

We increased our common stock dividend by 22% during 2022, and implemented a $15 billion share repurchase authorization in July.

- Driving strategic priorities of scale and efficiency, win-win monetization and segmentation (see Overview in Part II, Item 7);

- Regulatory guidance;

- 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;

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

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

The amount reflects rebates received for certain types of orders, less fees paid for orders where exchange fees or other charges apply.

(3) In connection with the acquisition of TD Ameritrade, Schwab issued approximately 586 million common shares to TD Ameritrade stockholders, increasing our weighted average common shares outstanding for the years ended December 31, 2021 and 2020, compared to the year ended December 31, 2019.

We made significant progress on our integration of TD Ameritrade, and continue to expect to complete client conversion within 30 to 36 months from the October 6, 2020 acquisition date.

2020 Compared to 2019

Throughout the extraordinary macroeconomic environment that persisted during 2020, Schwab continued to execute on key strategic initiatives, and produced solid financial results.

The impact of COVID-19, along with social and political turmoil, created an unprecedented combination of personal and macroeconomic challenges for our clients, employees, and stockholders.

While working through these challenges, we progressed in advancing the Company’s strategic goals to drive scale, monetization, and segmentation in ways that benefit our clients.

Among the Company’s key accomplishments in 2020 were the successful completion of the acquisition of TD Ameritrade and three other strategic acquisitions, as discussed below.

The COVID-19 pandemic’s rapid escalation in early 2020 was accompanied by volatile equity markets and the Federal Reserve’s further easing of monetary policy.

As the year progressed, government aid packages and vaccine developments helped settle the markets, with the S&P 500® erasing its pandemic-related losses to finish up 16% for the year.

Throughout 2020, client engagement with the financial markets greatly increased over the prior year, as client trading activity reached record levels.

Core net new assets totaled $281.9 billion in 2020, representing our third consecutive year of over $200 billion.

Total client assets reached $6.69 trillion spread across 29.6 million brokerage accounts, up 66% and 140%, respectively, from year-end 2019.

Against this backdrop, Schwab’s net income totaled $3.3 billion, down $405 million, or 11% from 2019, while the Company produced diluted EPS of $2.12, representing a decrease of 21% relative to 2019.

Adjusted diluted EPS (1) amounted to $2.45 in 2020, down 9% from $2.70 in 2019.

Total net revenues reached $11.7 billion for the year, increasing 9% from 2019.

During March 2020, the Federal Reserve acted to support the economy by cutting the Fed Funds rate from 1.75% to near zero and announcing significant asset purchase programs.

Mortgage refinancing activity subsequently accelerated, and our net interest margin was impacted by both significantly lower interest rates and increased prepayments of mortgage-backed securities held in our investment portfolio.

Strong growth in interest-earning assets via client inflows and allocation decisions, as well as our acquisitions of TD Ameritrade and assets of USAA-IMCO, helped limit the decrease in net interest revenue to 6%, resulting in a full-year 2020 total of $6.1 billion.

Growing balances in advisory solutions and a rebound in equity markets in 2020 helped drive an 8% increase in asset management and administration fees, which totaled $3.5 billion in 2020.

Record client trading activity and the addition of TD Ameritrade in the fourth quarter contributed to an 88% increase in trading revenue, which reached $1.4 billion for the year, more than offsetting a full-year impact of the commission reductions implemented in the fourth quarter of 2019.

Total expenses excluding interest increased 26% in 2020 to $7.4 billion, which included significant costs related to our acquisitions.

With the completion of four acquisitions during the year, acquisition and integration-related costs totaled $442 million in 2020, representing a significant increase from the $26 million incurred in 2019.

Amortization of acquired intangible assets also increased, totaling $190 million in 2020 compared with $27 million in 2019.

Exclusive of these items, adjusted total expenses (1) increased 16% from 2019.

ROTCE (1) was 15% in 2020, down from 21% in 2019.

The 2020 decreases in both return on average common stockholders’ equity and ROTCE were due to lower net income as well as significantly higher balances of common equity due to the TDA acquisition and higher AOCI in 2020, driven by unrealized gains in our AFS investment portfolio.

Throughout 2020, the Company maintained its disciplined approach to capital management, helping sustain significant balance sheet growth.

Schwab’s consolidated total assets ended 2020 at $549 billion, representing growth of $255 billion, or 87%, from year-end 2019, reflecting both our organic growth as well as the acquisitions of TD Ameritrade and the assets of USAA-IMCO.

Through offerings in April and December, the Company issued preferred stock totaling approximately $5 billion in 2020, bringing total preferred stock to approximately $7.7 billion, or approximately 25% of Tier 1 Capital at December 31, 2020.

The Company’s Tier 1 Leverage Ratio was 6.3% at December 31, 2020.

At the time of closing, TD Ameritrade had approximately $1.6 trillion in client assets and approximately 14.5 million brokerage accounts.

In 2021, we commenced greater technology build-out to support the expanded volumes of our combined client base.

Based on our current integration plans and expanded scope of technology work, the Company continues to expect to complete client conversion within 30 to 36 months from the October 6, 2020 acquisition date, and we expect to incur total acquisition and integration-related costs and capital expenditures of between $2.0 billion and $2.2 billion.

The Company expects to have realized approximately 60% of our estimated annualized cost synergies by year-end 2022, with much of the remaining estimated cost synergies expected to be realized after the completion of client conversion and into 2024.

\- 62 -

\- 59 -

At December 31, [removed: 2021,] [added: 2022,] Schwab had [removed: $8.14] [added: $7.05] trillion in client assets, [removed: 33.2] [added: 33.8] million active brokerage accounts, [removed: 2.2] [added: 2.4] million corporate retirement plan participants, and [removed: 1.6] [added: 1.7] million banking accounts.

The Company maintains a nationwide presence across a network of branches and operations centers, [added: as well as several international locations,] and our Westlake location provides a centrally located hub for the Company.

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 [removed: $70] [added: $60] trillion, which means the Company’s [removed: $8.14] [added: $7.05] trillion in client assets leaves substantial opportunity for growth.

Our strategy is based on the principle that developing trusted relationships will translate into more assets from both new and [added: existing clients, ultimately driving more revenue, and along with expense discipline and thoughtful capital management, will generate earnings growth and build long-term stockholder value.]

Within Investor Services, our competition in serving individual investors spans brokerage, wealth management, and asset management firms, as well as [removed: banks and] [added: banks,] trust [removed: companies.][added: companies, financial technology companies, and retirement service providers.]

In the Advisor Services arena, we compete with institutional custodians, [removed: traditional] [added: wirehouses, regional] and [removed: discount brokers,] [added: independent broker-dealers,] banks, and trust companies.

TD Ameritrade provides securities brokerage services, including trade execution, clearing services, and margin [removed: lending, through its broker-dealer subsidiaries;] [added: lending;] and futures and foreign exchange trade execution [removed: services through its futures commission merchant (FCM) and forex dealer member (FDM) subsidiary.][added: services.]

[removed: TDA provides services to] [added: TD Ameritrade serves] individual retail investors and [removed: to] RIAs predominantly through the Internet, a national branch network, and relationships with RIAs.

TD Ameritrade’s sources of net revenues primarily consist of trading revenue, [added: net interest revenue,] bank deposit account fees, [removed: net interest revenue,] and asset management and administration fees.

- Bank deposit account fees are earned [added: primarily] through an insured deposit account agreement with TD Bank USA, National Association and TD Bank, National Association (together, the TD Depository [removed: Institutions), as well as bank deposit account sweep agreements with other third-party depository institutions, whereby uninvested cash held within eligible brokerage client accounts is swept into deposit accounts at the TD Depository Institutions and other third-party depository institutions.][added: Institutions) described below.]

- TDA’s net interest revenue is [removed: generated] primarily [added: generated] through margin lending, securities [removed: lending activity, as well as] [added: lending, and] segregated and operating cash and investments.

Interest-bearing liabilities primarily consist of [removed: interest-bearing] payables to brokerage clients and [removed: long-term debt.][added: short-term borrowings.]

- TDA’s asset management and administration [removed: fee revenue] [added: fees] includes [removed: revenues] [added: revenue] earned on client assets invested in money market funds, other mutual funds, and certain investment programs.

[removed: TDA’s asset] [added: Asset] management and administration fees also include referral and asset-based program fees on [removed: its] client assets managed by independent RIAs utilizing TDA’s trading and investing platforms.

The acquisition of TD Ameritrade [removed: significantly increases our scale to help support] [added: supports] the Company’s ongoing efforts to enhance the client experience, [added: to] provide deeper resources for individual investors [removed: as well as RIAs,] and [added: RIAs including more robust trading capabilities, and to] continue to improve our operating efficiency.

We [removed: are actively combining] [added: continue to combine] the respective strengths of Schwab and TD Ameritrade and [removed: investing] [added: invest] in enhanced client experience capabilities to further our financial success for the benefit of clients, employees, and stockholders.

The Company has made significant progress in its efforts to reduce overlapping or redundant roles across the two firms and has largely completed the rationalization of CS&Co and TD Ameritrade, [removed: Inc. branch locations.]

[removed: These and other integration] [added: Integration] activities such as preparation for client transitions [added: and selective role reductions] are expected to continue [removed: throughout] [added: through] the [added: remaining] integration process.

[removed: Throughout the integration, the] [added: The] Company [removed: plans to] [added: is] generally [removed: adopt] [added: adopting] Schwab platforms and systems, though we’re [removed: committed to] leveraging [added: certain] material advantages in TD Ameritrade’s [removed: platforms when appropriate,] [added: platforms,] as exemplified by our retention of TD Ameritrade’s thinkorswim® and thinkpipes® trading platforms, education, and tools into our offerings for retail and RIA clients.

We are also retaining TD Ameritrade Institutional’s customizable portfolio rebalancing [removed: solution iRebal®] [added: solution, iRebal®,] as part of our offering for independent advisor clients.

Under the IDA agreement, the service fee on client cash deposits held at the TD Depository Institutions was reduced, relative to TD Ameritrade’s agreement prior to acquisition, by 40%, from 25 basis points to 15 basis points for the life of the [removed: agreement.][added: agreement, which applies across all designated fixed and floating IDA balances.]

The Motif assets [removed: help] [added: are helping] us build on our existing capabilities and [removed: help] [added: helped] accelerate our development of thematic and direct index investing for Schwab’s retail investors and RIA clients.

Also during 2020, the Company completed its acquisition of Wasmer, Schroeder & Company, LLC (Wasmer Schroeder), which [removed: adds] [added: added] established strategies and new separately managed account offerings to our fixed income lineup.

- Brokerage – an array of full-feature brokerage accounts with equity and fixed income trading, margin lending, options trading, futures and forex trading, and cash management capabilities including [removed: third-party] certificates of deposit;

- Mutual funds – third-party mutual funds through the Mutual Fund Marketplace®, including [removed: non-transaction fee] [added: no-transaction-fee (NTF)] mutual funds through the Mutual Fund OneSource® service, which also includes proprietary mutual funds, plus mutual fund trading and clearing services to broker-dealers;

Charles Schwab initially founded the Company [removed: over 40] [added: nearly 50] years ago to provide individual investors with access to the financial markets at a highly competitive cost.

The Investor Services segment includes the [added: following business units:] Retail [removed: Investor,] [added: Investor; Workplace Financial Services, which includes] Stock Plan Services, Retirement Plan Services, [added: and Designated Brokerage Services (formerly included in the] Compliance [removed: Solutions,] [added: Solutions business unit, a portion of which was sold to a third-party in 2022);] Mutual Fund Clearing [removed: Services,] [added: Services;] and Off-Platform [removed: Sales business units.][added: Sales.]

Our premier advisory solution, Schwab [added: Wealth Advisory™ (formerly known as Schwab] Private [removed: Client™,] [added: Client™),] features a personal advice relationship with a [removed: designated Private Client] [added: dedicated Wealth] Advisor, supported by a team of investment professionals who provide individualized service, a customized investment strategy developed in collaboration with the client, and ongoing guidance and execution.

We provide investors access to professional investment management in a diversified account that is invested exclusively in either mutual funds or ETFs through the Schwab Managed Portfolios™ and the Windhaven Investment [removed: Management® Strategies,] [added: Management Strategies®,] or equity securities and ETFs through the ThomasPartners Investment Management® Strategies.

Through our acquisition of Wasmer Schroeder in 2020, more than 20 fixed income strategies and [removed: new] separately [added: managed account offerings have been made available to retail clients beginning in 2021, including two positive impact strategies and a multi-sector income strategy.]

Schwab Intelligent Portfolios®, available since 2015, [removed: are] [added: is] for clients who are looking to have their assets professionally managed via a fully automated online investment advisory service.

Our solutions include simple, free digital retirement calculators, our complimentary [removed: Digital Schwab® Plan] [added: digital Schwab Plan™] available to all Schwab clients, as well as more complex planning solutions that are delivered by a Schwab representative who takes into account a client’s personal and financial goals to build a tailored financial plan.

To meet the specific needs of [removed: clients who actively trade,] [added: trading clients,] Schwab offers integrated [removed: web-] [added: web-, mobile-,] and software-based trading platforms, real-time market data, options trading, premium [removed: stock and futures] research, and multi-channel access, as well as sophisticated account and trade management features, risk management [removed: and decision support] tools, and dedicated [removed: personal] [added: service] support.

[removed: For example, clients that trade more actively can] use these channels to access highly competitive pricing, expert tools, and extensive service capabilities – including experienced, knowledgeable teams of trading specialists, and integrated product offerings.

Educational tools include [added: online and in-person] workshops, [added: live and on-demand] webcasts, podcasts, interactive courses, and online information about [removed: investing, from which Schwab does not earn revenue.][added: investing.]

[removed: Since 2020, we’ve maintained virtual] [added: In 2022, we re-launched in-person] events to engage with retail and institutional clients [removed: amidst an] [added: after maintaining virtual events during the] unprecedented [removed: climate.][added: environment seen in 2020 and 2021.]

Another example of expanding access to investing includes Schwab Stock Slices™, a service which enables investors to purchase a single stock slice, or up to [removed: 10] [added: 30] different stock slices at once, from the S&P [removed: 500®] [added: 500®,] commission-free through our online channels.

[removed: Our] Retirement Plan Services [removed: business unit] offers a bundled 401(k) retirement plan product that provides retirement plan sponsors with extensive investment options, trustee or custodial services, and participant-level recordkeeping.

Retirement plan design features, which increase plan efficiency and achieve employer goals, are also offered, such as automatic [added: enrollment, automatic fund mapping at conversion, and automatic contribution increases.]

Lastly, [removed: the] Mutual Fund Clearing Services [removed: business unit] provides open-end mutual fund trading, settlement, and related transactional services to banks, brokerage firms, and trust companies, and [removed: the] Off-Platform Sales [removed: business unit] offers proprietary mutual funds, ETFs, and collective trust funds (CTFs) outside the Company and not on the Schwab platform.

Based on our current integration plans, the Company expects to complete most client transitions from TD Ameritrade to Schwab across multiple groups over the course of 2023, with the transition of a small client group in the first half of 2024.

The first transition of client accounts was completed in February 2023.

Inc. branch locations.

For example, clients that trade more actively can

TD Ameritrade offers clients the robust thinkorswim® suite of trading platforms designed for the specialized needs of trading clients, content to help clients build knowledge through multiple education options, financial news programming and market insights, in-platform chat functionality that allows trading clients to share ideas, and a full complement of trading products that includes futures and forex.

information.

Effective September 30, 2022, Trust Bank relocated its main office to Westlake, Texas and became a member of the Federal Reserve system.

CSC recently became subject to the rule and the related Market Risk Rule required disclosures.

CSC began incorporating market risk capital for the period ending December 31, 2022.

While CSC is now required to make adjustments to its risk-weighted assets related to de minimis positions, those adjustments are not expected to significantly impact our risk-based capital ratios nor have a current impact on CSC’s activities.

In 2022, CSC and CSB

*Results of the Federal Reserve’s 2022 Comprehensive Capital Analysis and Review*

In June 2022, the Company received the results of the Federal Reserve’s 2022 Comprehensive Capital Analysis and Review.

These results included the Federal Reserve’s estimate of CSC’s minimum capital ratios under the supervisory severely adverse scenario for the nine-quarter horizon beginning December 31, 2021 and ending March 31, 2024.

Based on these results, CSC’s calculated stress capital buffer was below the 2.5% minimum, resulting in a stress capital buffer at the 2.5% floor.

This 2.5% stress capital buffer became applicable on October 1, 2022.

See Item 1 – Note 23 for additional information regarding our capital requirements.

CSB submitted a resolution plan in November 2022.

*FDIC Assessment Rate Increase*

In October 2022, the FDIC adopted a final rule to increase the initial base deposit insurance assessment rates by two basis points, beginning with the first quarterly assessment period of 2023.

The FDIC has stated that this change is intended to raise the FDIC’s DIF reserve ratio to the minimum threshold within the FDIC’s established DIF restoration plan, and will remain in effect until the DIF reserve ratio meets the FDIC’s long-term goal of 2%.

A two basis point increase in the initial base deposit insurance assessment rate may result in an increase, dependent on average asset levels, in regulatory fees and assessments, as well as a corresponding decrease in bank deposit account fee revenue based on IDA balances.

Islands, and the Commonwealth of Puerto Rico.

consultations, and disability and life insurance options.

With COVID-19 restrictions now eased, Schwab completed its return-to-office plan which entails various in-office and remote work options.

THE CHARLES SCHWAB CORPORATION

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

We expect to transition TDA clients to Schwab within 30 to 36 months from the October 6, 2020 date of acquisition.

Prior to our acquisition, under TDA’s prior insured deposit account agreement with the TD Depository Institutions, TDA had floors in place which enabled it to carve-out up to $20 billion of floating-rate investments from the applicable service fee during specified low-rate environments.

Pursuant to the IDA agreement, the 15 basis point service fee now applies across all designated fixed and floating IDA balances.

managed account offerings have been made available to retail clients beginning in 2021, including two positive impact strategies and a multi-sector income strategy.

Clients of TD Ameritrade also have access to a suite of programs designed to meet their specific investment advisory needs.

TDA’s Selective Portfolios offers a broader range of goal-oriented portfolios made up of mutual funds and ETFs, through a combination of automated technology and professional insights.

TDA’s Personalized Portfolios offers clients tailored portfolios, supported by a team of investment professionals.

Finally, TDA’s AdvisorDirect® referral program provides clients with an introduction to an independent RIA that can assist in developing customized investment strategies around their unique goals.

TD Ameritrade offers clients the robust thinkorswim® trading platform designed for the specialized needs of active traders, the Trading Learning Center to help build client knowledge through sequenced courses, the TDA Network, in-house financial network programming, and a trading community platform allowing traders to share ideas.

enrollment, automatic fund mapping at conversion, and automatic contribution increases.

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

that the FHC and each of its depository institution subsidiaries maintain their status as “well-capitalized” and “well-managed.” If the Federal Reserve finds that an FHC fails to meet these requirements, the FHC and its subsidiaries may not commence any new FHC Activity, either de novo or through an acquisition, without prior Federal Reserve approval.

In October 2019, the Federal Reserve, OCC, and FDIC jointly adopted a final rule which became effective on December 31, 2019 (interagency regulatory capital and liquidity rules) that revised the regulatory capital and liquidity requirements for large U.S. banking organizations with $100 billion or more in total consolidated assets.

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

CSC will become subject to the rule later in 2022.

A Category II banking organization is subject to annual company-run stress testing.

To implement this requirement, the Federal Reserve also expanded the reporting requirements applicable to savings and loan holding companies commencing in the second quarter of 2020.

These additional enhanced prudential standards, which have been

As we move through the COVID-19 pandemic, we’ve created a Workplace Flexibility Program (WFP) to provide managers and employees with greater flexibility with remote work options.

We also offer coaching programs for college students from underrepresented communities to help develop career skills and learn about internship and career opportunities at Schwab.

In

\- 12 -

For the fiscal year ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the voting stock held by non-affiliates of the registrant was [removed: $122.9] [added: $107.7] billion.

As of January 31, [removed: 2022, 1,814,620,775] [added: 2023, 1,791,448,377] shares of $.01 par value Common Stock and [removed: 79,293,695] [added: 50,893,695] shares of $.01 par value Nonvoting Common Stock were outstanding.

Part III of this Form 10-K incorporates certain information contained in the registrant’s definitive proxy statement for its annual meeting of stockholders, to be held May [removed: 17, 2022,] [added: 18, 2023,] by reference to that document.

For Fiscal Year Ended December 31, [removed: 2021][added: 2022]

| Item 1. | | | [removed: [Business](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_13)] [added: [Business](#i7df5609038c0463f9926d91bb067714c_13)] | | | [removed: [1](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_13)] [added: [1](#i7df5609038c0463f9926d91bb067714c_13)] | | |

| | | | [General Corporate [removed: Overview](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_16)] [added: Overview](#i7df5609038c0463f9926d91bb067714c_16)] | | | [removed: [1](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_16)] [added: [1](#i7df5609038c0463f9926d91bb067714c_16)] | | |

| | | | [Business Strategy and Competitive [removed: Environment](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_19)] [added: Environment](#i7df5609038c0463f9926d91bb067714c_19)] | | | [removed: [1](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_19)] [added: [1](#i7df5609038c0463f9926d91bb067714c_19)] | | |

| | | | [Business and Asset [removed: Acquisition](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_22)s] [added: Acquisition](#i7df5609038c0463f9926d91bb067714c_22)s] | | | [removed: [2](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_22)] [added: [2](#i7df5609038c0463f9926d91bb067714c_22)] | | |

| | | | [Products and [removed: Services](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_28)] [added: Services](#i7df5609038c0463f9926d91bb067714c_25)] | | | [removed: [4](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_28)] [added: [3](#i7df5609038c0463f9926d91bb067714c_25)] | | |

| | | | [Sources of Net [removed: Revenues](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_25)] [added: Revenues](#i7df5609038c0463f9926d91bb067714c_28)] | | | [removed: [7](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_25)] [added: [6](#i7df5609038c0463f9926d91bb067714c_28)] | | |

| | | | [Human [removed: Capital](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_34)] [added: Capital](#i7df5609038c0463f9926d91bb067714c_34)] | | | [removed: [12](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_34)] [added: [11](#i7df5609038c0463f9926d91bb067714c_34)] | | |

| | | | [Available [removed: Information](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_37)] [added: Information](#i7df5609038c0463f9926d91bb067714c_37)] | | | [removed: [12](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_37)] [added: [12](#i7df5609038c0463f9926d91bb067714c_37)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_40)] [added: Factors](#i7df5609038c0463f9926d91bb067714c_40)] | | | [removed: [13](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_40)] [added: [12](#i7df5609038c0463f9926d91bb067714c_40)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_46)] [added: Comments](#i7df5609038c0463f9926d91bb067714c_46)] | | | [removed: [22](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_46)] [added: [21](#i7df5609038c0463f9926d91bb067714c_46)] | | |

| Item 2. | | | [removed: [Properties](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_49)] [added: [Properties](#i7df5609038c0463f9926d91bb067714c_49)] | | | [removed: [23](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_49)] [added: [22](#i7df5609038c0463f9926d91bb067714c_49)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_52)] [added: Proceedings](#i7df5609038c0463f9926d91bb067714c_52)] | | | [removed: [23](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_52)] [added: [22](#i7df5609038c0463f9926d91bb067714c_52)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_55)] [added: Disclosures](#i7df5609038c0463f9926d91bb067714c_55)] | | | [removed: [23](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_55)] [added: [22](#i7df5609038c0463f9926d91bb067714c_55)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases [removed: of](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_61)] [added: of](#i7df5609038c0463f9926d91bb067714c_61)] | | | | | |

| | | | [Equity [removed: Securities](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_61)] [added: Securities](#i7df5609038c0463f9926d91bb067714c_61)] | | | [removed: [24](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_61)] [added: [23](#i7df5609038c0463f9926d91bb067714c_61)] | | |

| Item 6. | | | [removed: [Reserved](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_64)] [added: [Reserved](#i7df5609038c0463f9926d91bb067714c_64)] | | | [removed: [25](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_64)] [added: [24](#i7df5609038c0463f9926d91bb067714c_64)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_70)] [added: Operations](#i7df5609038c0463f9926d91bb067714c_70)] | | | [removed: [26](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_70)] [added: [25](#i7df5609038c0463f9926d91bb067714c_70)] | | |

| | | | [Forward-Looking [removed: Statements](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_73)] [added: Statements](#i7df5609038c0463f9926d91bb067714c_73)] | | | [removed: [26](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_73)] [added: [25](#i7df5609038c0463f9926d91bb067714c_73)] | | |

| | | | [Glossary of [removed: Terms](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_76)] [added: Terms](#i7df5609038c0463f9926d91bb067714c_76)] | | | [removed: [28](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_76)] [added: [27](#i7df5609038c0463f9926d91bb067714c_76)] | | |

| | | | [Results of [removed: Operations](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_85)] [added: Operations](#i7df5609038c0463f9926d91bb067714c_88)] | | | [removed: [35](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_85)] [added: [35](#i7df5609038c0463f9926d91bb067714c_88)] | | |

| | | | [Fair Value of Financial [removed: Instruments](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_139)] [added: Instruments](#i7df5609038c0463f9926d91bb067714c_145)] | | | [removed: [56](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_139)] [added: [60](#i7df5609038c0463f9926d91bb067714c_145)] | | |

| | | | [Critical Accounting [removed: Estimates](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_142)] [added: Estimates](#i7df5609038c0463f9926d91bb067714c_148)] | | | [removed: [56](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_142)] [added: [60](#i7df5609038c0463f9926d91bb067714c_148)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_145)] [added: Measures](#i7df5609038c0463f9926d91bb067714c_151)] | | | [removed: [58](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_145)] [added: [61](#i7df5609038c0463f9926d91bb067714c_151)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_148)] [added: Risk](#i7df5609038c0463f9926d91bb067714c_154)] | | | [removed: [59](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_148)] [added: [62](#i7df5609038c0463f9926d91bb067714c_154)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_151)] [added: Data](#i7df5609038c0463f9926d91bb067714c_157)] | | | [removed: [60](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_151)] [added: [63](#i7df5609038c0463f9926d91bb067714c_157)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_286)] [added: Disclosure](#i7df5609038c0463f9926d91bb067714c_295)] | | | [removed: [122](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_286)] [added: [127](#i7df5609038c0463f9926d91bb067714c_295)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_289)] [added: Procedures](#i7df5609038c0463f9926d91bb067714c_298)] | | | [removed: [122](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_289)] [added: [127](#i7df5609038c0463f9926d91bb067714c_298)] | | |

| Item 9B. | | | [Other [removed: Information](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_292)] [added: Information](#i7df5609038c0463f9926d91bb067714c_301)] | | | [removed: [122](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_292)] [added: [127](#i7df5609038c0463f9926d91bb067714c_301)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_3005)] [added: Inspections](#i7df5609038c0463f9926d91bb067714c_304)] | | | [removed: [122](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_3005)] [added: [127](#i7df5609038c0463f9926d91bb067714c_304)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_298)] [added: Governance](#i7df5609038c0463f9926d91bb067714c_310)] | | | [removed: [122](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_298)] [added: [127](#i7df5609038c0463f9926d91bb067714c_310)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_304)] [added: Compensation](#i7df5609038c0463f9926d91bb067714c_316)] | | | [removed: [124](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_304)] [added: [129](#i7df5609038c0463f9926d91bb067714c_316)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_307)] [added: Matters](#i7df5609038c0463f9926d91bb067714c_319)] | | | [removed: [124](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_307)] [added: [129](#i7df5609038c0463f9926d91bb067714c_319)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_310)] [added: Independence](#i7df5609038c0463f9926d91bb067714c_322)] | | | [removed: [124](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_310)] [added: [129](#i7df5609038c0463f9926d91bb067714c_322)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_313)] [added: Services](#i7df5609038c0463f9926d91bb067714c_325)] | | | [removed: [124](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_313)] [added: [129](#i7df5609038c0463f9926d91bb067714c_325)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_319)] [added: Schedules](#i7df5609038c0463f9926d91bb067714c_331)] | | | [removed: [125](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_319)] [added: [130](#i7df5609038c0463f9926d91bb067714c_331)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Part I](#i7df5609038c0463f9926d91bb067714c_10) | | | | | | | | |

| | | | [Regulation](#i7df5609038c0463f9926d91bb067714c_31) | | | [7](#i7df5609038c0463f9926d91bb067714c_31) | | |

| [Part II](#i7df5609038c0463f9926d91bb067714c_58) | | | | | | | | |

| | | | [Overview](#i7df5609038c0463f9926d91bb067714c_79) | | | [30](#i7df5609038c0463f9926d91bb067714c_79) | | |

| | | | [Current Regulatory Environment and Other Developments](#i7df5609038c0463f9926d91bb067714c_85) | | | [34](#i7df5609038c0463f9926d91bb067714c_85) | | |

| | | | [Risk Management](#i7df5609038c0463f9926d91bb067714c_118) | | | [46](#i7df5609038c0463f9926d91bb067714c_118) | | |

| | | | [Capital Management](#i7df5609038c0463f9926d91bb067714c_133) | | | [56](#i7df5609038c0463f9926d91bb067714c_133) | | |

| | | | [Foreign Exposure](#i7df5609038c0463f9926d91bb067714c_142) | | | [59](#i7df5609038c0463f9926d91bb067714c_142) | | |

| [Part III](#i7df5609038c0463f9926d91bb067714c_307) | | | | | | | | |

| [Part IV](#i7df5609038c0463f9926d91bb067714c_328) | | | | | | | | |

| | | | [Exhibit Index](#i7df5609038c0463f9926d91bb067714c_334) | | | [131](#i7df5609038c0463f9926d91bb067714c_334) | | |

| [Signatures](#i7df5609038c0463f9926d91bb067714c_340) | | | | | | [136](#i7df5609038c0463f9926d91bb067714c_340) | | |

| [Supplemental Information](#i7df5609038c0463f9926d91bb067714c_343) | | | | | | [F-1](#i7df5609038c0463f9926d91bb067714c_343) | | |

| [Part I](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_10) | | | | | | | | |

| | | | [Regulation](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_31) | | | [7](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_31) | | |

| [Part II](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_58) | | | | | | | | |

| | | | [Overview](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_79) | | | [31](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_79) | | |

| | | | [Risk Management](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_115) | | | [43](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_115) | | |

| | | | [Capital Management](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_127) | | | [53](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_127) | | |

| | | | [Foreign Exposure](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_136) | | | [56](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_136) | | |

| [Part III](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_295) | | | | | | | | |

| [Part IV](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_316) | | | | | | | | |

| | | | [Exhibit Index](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_322) | | | [126](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_322) | | |

| [Signatures](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_328) | | | | | | [130](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_328) | | |

| [Supplemental Information](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_331) | | | | | | [F-1](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_331) | | |

\- 21 -

\- 22 -

| December 31, [removed: 2021] [added: 2022] | | | Square Footage | | | | | |

| Phoenix, AZ | | | [removed: 32] [added: 57] | | | 728 | | |

| Omaha, NE | | | [removed: 119] [added: —] | | | 578 | | |

| St. Louis, MO | | | — | | | [removed: 319] [added: 331] | | |

As of December 31, [removed: 2021,] [added: 2022,] the Company had approximately 400 domestic branch offices in 48 states and the District of Columbia, as well as locations in Puerto Rico, the United Kingdom, Hong Kong, and Singapore.

| Westlake, TX | | | 22 | | | 795 | | |

| Chicago, IL | | | 230 | | | — | | |

| Westlake, TX | | | 188 | | | 687 | | |

| Chicago, IL | | | 237 | | | — | | |

\- 22 -

\- 23 -

The number of common stockholders of record as of January 31, [removed: 2022,] [added: 2023,] was [removed: 5,451.][added: 5,255.]

The closing market price per share on that date was [removed: $87.70.][added: $77.42.]

[removed: ][added: ]

| December 31, | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| The Charles Schwab Corporation | | | $ | 100 | | | | | $ | [removed: 131] [added: 82] | | | | | $ | [removed: 107] [added: 95] | | | | | $ | [removed: 125] [added: 108] | | | | | $ | [removed: 141] [added: 173] | | | | | $ | [removed: 227] [added: 173] | |

| Dow Jones U.S. Investment Services Index | | | $ | 100 | | | | | $ | [removed: 125] [added: 88] | | | | | $ | 110 | | | | | $ | [removed: 137] [added: 130] | | | | | $ | [removed: 161] [added: 182] | | | | | $ | [removed: 226] [added: 163] | |

The following table summarizes purchases made by or on behalf of CSC of its common stock for each calendar month in the fourth quarter of [removed: 2021] [added: 2022] (in millions, except number of shares, which are in thousands, and per share amounts):

| Share repurchase program (1) | | | [removed: —] [added: 9,607] | | | | | | $ | [removed: —] [added: 73.44] | | | | | [removed: —] [added: 9,607] | | | | | | $ | [removed: 1,780] [added: 12,794] | |

| Employee transactions (2) | | | [removed: 39] [added: 15] | | | | | | $ | [removed: 74.16] [added: 70.79] | | | | | N/A | | | | | | N/A | | |

| Employee transactions (2) | | | [removed: 614] [added: 30] | | | | | | $ | [removed: 82.07] [added: 79.67] | | | | | N/A | | | | | | N/A | | |

(1) All shares were repurchased under an authorization approved by CSC’s Board of Directors of up to [removed: $4.0] [added: $15.0] billion of common stock publicly announced by CSC on [removed: January 30, 2019.][added: July 27, 2022.]

| Standard & Poor’s 500 Index | | | $ | 100 | | | | | $ | 96 | | | | | $ | 126 | | | | | $ | 149 | | | | | $ | 192 | | | | | $ | 157 | |

\- 23 -

| Share repurchase program (1) | | | 6,183 | | | | | | $ | 78.27 | | | | | 6,183 | | | | | | $ | 12,310 | |

| Employee transactions (2) | | | 461 | | | | | | $ | 79.98 | | | | | N/A | | | | | | N/A | | |

| Share repurchase program (1) | | | 9,377 | | | | | | $ | 79.39 | | | | | 9,377 | | | | | | $ | 11,565 | |

| Share repurchase program (1) | | | 25,167 | | | | | | $ | 76.85 | | | | | 25,167 | | | | | | $ | 11,565 | |

| Employee transactions (2) | | | 506 | | | | | | $ | 79.69 | | | | | N/A | | | | | | N/A | | |

This authorization replaced the previous repurchase authorization publicly announced by CSC on January 30, 2019 of up to $4.0 billion of common stock.

| Standard & Poor’s 500 Index | | | $ | 100 | | | | | $ | 122 | | | | | $ | 116 | | | | | $ | 153 | | | | | $ | 181 | | | | | $ | 233 | |

\- 24 -

| Employee transactions (2) | | | 120 | | | | | | $ | 80.73 | | | | | N/A | | | | | | N/A | | |

| Employee transactions (2) | | | 773 | | | | | | $ | 81.46 | | | | | N/A | | | | | | N/A | | |

\- 24 -

\- 25 -

| [Consolidated Statements of [removed: Income](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_154)] [added: Income](#i7df5609038c0463f9926d91bb067714c_160)] | | | | | | [removed: [61](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_154)] [added: [64](#i7df5609038c0463f9926d91bb067714c_160)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_157)] [added: Income](#i7df5609038c0463f9926d91bb067714c_163)] | | | | | | [removed: [62](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_157)] [added: [65](#i7df5609038c0463f9926d91bb067714c_163)] | | |

| [Consolidated Balance [removed: Sheets](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_160)] [added: Sheets](#i7df5609038c0463f9926d91bb067714c_166)] | | | | | | [removed: [63](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_160)] [added: [66](#i7df5609038c0463f9926d91bb067714c_166)] | | |

| [removed: [Consolidated] [added: Consolidated] Statements of Stockholders’ [removed: Equity](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_163)] [added: Equity] | | | | | | [removed: [64](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_163)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [Consolidated Statements of Cash [removed: Flows](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_166)] [added: Flows](#i7df5609038c0463f9926d91bb067714c_172)] | | | | | | [removed: [65](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_166)] [added: [68](#i7df5609038c0463f9926d91bb067714c_172)] | | |

[removed: | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_169) | | | | | | [67](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_169) | | |][added: Statements]

| Note 1. | | | [Introduction and Basis of [removed: Presentation](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_172)] [added: Presentation](#i7df5609038c0463f9926d91bb067714c_178)] | | | [removed: [67](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_172)] [added: [70](#i7df5609038c0463f9926d91bb067714c_178)] | | |

| Note 2. | | | [Summary of Significant Accounting [removed: Policies](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_175)] [added: Policies](#i7df5609038c0463f9926d91bb067714c_181)] | | | [removed: [68](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_175)] [added: [71](#i7df5609038c0463f9926d91bb067714c_181)] | | |

| Note 3. | | | [Business [removed: Acquisitions](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_181)] [added: Acquisitions](#i7df5609038c0463f9926d91bb067714c_187)] | | | [removed: [75](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_181)] [added: [79](#i7df5609038c0463f9926d91bb067714c_187)] | | |

| Note 4. | | | [Revenue [removed: Recognition](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_184)] [added: Recognition](#i7df5609038c0463f9926d91bb067714c_190)] | | | [removed: [79](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_184)] [added: [83](#i7df5609038c0463f9926d91bb067714c_190)] | | |

| Note 5. | | | [Receivables from and Payables to Brokerage [removed: Clients](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_190)] [added: Clients](#i7df5609038c0463f9926d91bb067714c_196)] | | | [removed: [80](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_190)] [added: [84](#i7df5609038c0463f9926d91bb067714c_196)] | | |

| Note 6. | | | [Investment [removed: Securities](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_193)] [added: Securities](#i7df5609038c0463f9926d91bb067714c_199)] | | | [removed: [81](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_193)] [added: [85](#i7df5609038c0463f9926d91bb067714c_199)] | | |

| Note 7. | | | [Bank Loans and Related Allowance for Credit [removed: Losses](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_196)] [added: Losses](#i7df5609038c0463f9926d91bb067714c_202)] | | | [removed: [84](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_196)] [added: [88](#i7df5609038c0463f9926d91bb067714c_202)] | | |

| Note 8. | | | [Equipment, Office Facilities, and [removed: Property](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_199)] [added: Property](#i7df5609038c0463f9926d91bb067714c_208)] | | | [removed: [88](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_199)] [added: [92](#i7df5609038c0463f9926d91bb067714c_208)] | | |

| Note 9. | | | [Goodwill and Acquired Intangible [removed: Assets](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_202)] [added: Assets](#i7df5609038c0463f9926d91bb067714c_211)] | | | [removed: [89](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_202)] [added: [93](#i7df5609038c0463f9926d91bb067714c_211)] | | |

| Note 10. | | | [Other [removed: Assets](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_205)] [added: Assets](#i7df5609038c0463f9926d91bb067714c_214)] | | | [removed: [90](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_205)] [added: [94](#i7df5609038c0463f9926d91bb067714c_214)] | | |

| Note 11. | | | [Variable Interest [removed: Entities](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_208)] [added: Entities](#i7df5609038c0463f9926d91bb067714c_217)] | | | [removed: [90](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_208)] [added: [94](#i7df5609038c0463f9926d91bb067714c_217)] | | |

| Note 12. | | | [Bank [removed: Deposits](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_211)] [added: Deposits](#i7df5609038c0463f9926d91bb067714c_220)] | | | [removed: [91](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_211)] [added: [95](#i7df5609038c0463f9926d91bb067714c_220)] | | |

| Note 13. | | | [removed: [Borrowings](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_214)] [added: [Borrowings](#i7df5609038c0463f9926d91bb067714c_223)] | | | [removed: [91](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_214)] [added: [95](#i7df5609038c0463f9926d91bb067714c_223)] | | |

| Note 14. | | | [removed: [Leases](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_217)] [added: [Leases](#i7df5609038c0463f9926d91bb067714c_226)] | | | [removed: [94](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_217)] [added: [98](#i7df5609038c0463f9926d91bb067714c_226)] | | |

| Note 15. | | | [Commitments and [removed: Contingencies](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_220)] [added: Contingencies](#i7df5609038c0463f9926d91bb067714c_229)] | | | [removed: [95](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_220)] [added: [98](#i7df5609038c0463f9926d91bb067714c_229)] | | |

| Note 16. | | | [Exit and Other Related [removed: Liabilities](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_223)] [added: Liabilities](#i7df5609038c0463f9926d91bb067714c_232)] | | | [removed: [97](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_223)] [added: [101](#i7df5609038c0463f9926d91bb067714c_232)] | | |

| Note 17. | | | [Financial Instruments Subject to Off-Balance Sheet Credit [removed: Risk](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_226)] [added: Risk](#i7df5609038c0463f9926d91bb067714c_235)] | | | [removed: [99](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_226)] [added: [103](#i7df5609038c0463f9926d91bb067714c_235)] | | |

| Note 18. | | | [Fair Values of Assets and [removed: Liabilities](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_229)] [added: Liabilities](#i7df5609038c0463f9926d91bb067714c_238)] | | | [removed: [102](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_229)] [added: [106](#i7df5609038c0463f9926d91bb067714c_238)] | | |

| Note 19. | | | [removed: [Stockholders' Equity](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_241)] [added: [Stockholders](#i7df5609038c0463f9926d91bb067714c_250)[’](#i7df5609038c0463f9926d91bb067714c_250) [Equity](#i7df5609038c0463f9926d91bb067714c_250)] | | | [removed: [105](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_241)] [added: [109](#i7df5609038c0463f9926d91bb067714c_250)] | | |

| Note 20. | | | [Accumulated Other Comprehensive [removed: Income](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_247)] [added: Income](#i7df5609038c0463f9926d91bb067714c_256)] | | | [removed: [107](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_247)] [added: [112](#i7df5609038c0463f9926d91bb067714c_256)] | | |

| Note 21. | | | [Employee Incentive, Retirement, Deferred Compensation, and Career Achievement [removed: Plans](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_250)] [added: Plans](#i7df5609038c0463f9926d91bb067714c_259)] | | | [removed: [108](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_250)] [added: [113](#i7df5609038c0463f9926d91bb067714c_259)] | | |

| Note 22. | | | [Taxes on [removed: Income](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_256)] [added: Income](#i7df5609038c0463f9926d91bb067714c_265)] | | | [removed: [111](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_256)] [added: [116](#i7df5609038c0463f9926d91bb067714c_265)] | | |

| Note 23. | | | [Regulatory [removed: Requirements](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_262)] [added: Requirements](#i7df5609038c0463f9926d91bb067714c_271)] | | | [removed: [112](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_262)] [added: [117](#i7df5609038c0463f9926d91bb067714c_271)] | | |

| Note 24. | | | [Segment [removed: Information](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_265)] [added: Information](#i7df5609038c0463f9926d91bb067714c_274)] | | | [removed: [114](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_265)] [added: [119](#i7df5609038c0463f9926d91bb067714c_274)] | | |

| Note 25. | | | [Earnings Per Common [removed: Share](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_268)] [added: Share](#i7df5609038c0463f9926d91bb067714c_277)] | | | [removed: [116](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_268)] [added: [120](#i7df5609038c0463f9926d91bb067714c_277)] | | |

| Note 26. | | | [The Charles Schwab Corporation – Parent Company Only Financial [removed: Statements](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_271)] [added: Statements](#i7df5609038c0463f9926d91bb067714c_280)] | | | [removed: [117](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_271)] [added: [122](#i7df5609038c0463f9926d91bb067714c_280)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_280)] [added: Firm](#i7df5609038c0463f9926d91bb067714c_289)] (PCAOB ID No. 34) | | | | | | [removed: [119](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_280)] [added: [124](#i7df5609038c0463f9926d91bb067714c_289)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_283)] [added: Reporting](#i7df5609038c0463f9926d91bb067714c_292)] | | | | | | [removed: [121](#ica9d62d28aaa41b4aa1d6f79c51d1cc0_283)] [added: [126](#i7df5609038c0463f9926d91bb067714c_292)] | | |

| Year Ended December 31, | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Interest revenue | | | $ | [removed: 8,506] [added: 12,227] | | | | | $ | [removed: 6,531] [added: 8,506] | | | | | $ | [removed: 7,580] [added: 6,531] | |

| Interest expense | | | [removed: (476)] [added: (1,545)] | | | | | | [removed: (418)] [added: (476)] | | | | | | [removed: (1,064)] [added: (418)] | | |

| Net interest revenue | | | [removed: 8,030] [added: 10,682] | | | | | | [removed: 6,113] [added: 8,030] | | | | | | [removed: 6,516] [added: 6,113] | | |

| Asset management and administration fees (1) | | | [removed: 4,274] [added: 4,216] | | | | | | [removed: 3,475] [added: 4,274] | | | | | | [removed: 3,211] [added: 3,475] | | |

| Trading revenue | | | [removed: 4,152] [added: 3,673] | | | | | | [removed: 1,416] [added: 4,152] | | | | | | [removed: 752] [added: 1,416] | | |

| [Notes to Consolidated Financial Statements](#i7df5609038c0463f9926d91bb067714c_175) | | | | | | [70](#i7df5609038c0463f9926d91bb067714c_175) | | |

| Reclassification of net unrealized loss transferred to held to maturity | | | 18,228 | | | | | | — | | | | | | — | | |

| Reclassification of net unrealized loss transferred from available for sale | | | (18,228) | | | | | | — | | | | | | — | | |

| Held to maturity securities (including assets pledged of $4,522 at December 31, 2022) | | | 173,074 | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Net income | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,183 | | | — | | | — | | | 7,183 | | |

| Issuance of preferred stock, net | | | 740 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 740 | | |

| Redemption of preferred stock | | | (988) | | | — | | | — | | | — | | | — | | | — | | | (12) | | | — | | | — | | | (1,000) | | |

| Repurchase of nonvoting common stock | | | — | | | 15 | | | — | | | (15) | | | — | | | — | | | — | | | (1,000) | | | — | | | (1,000) | | |

| Conversion of nonvoting common stock to common stock | | | — | | | 13 | | | — | | | (13) | | | — | | | — | | | — | | | — | | | — | | | — | | |

| Balance at December 31, 2022 | | | $ | 9,706 | | 2,023 | | | $ | 20 | | 51 | | | $ | 1 | | $ | 27,075 | | $ | 31,066 | | $ | (8,639) | | $ | (22,621) | | $ | 36,608 | |

| Proceeds from sales of Federal Reserve stock | | | 197 | | | — | | | — | | |

| Net change in other short-term borrowings | | | 16,802 | | | — | | | — | | |

| Securities transferred from available for sale to held to maturity, at fair value | | | $ | 188,555 | | $ | — | | $ | — | |

| Common stock repurchased during the period but settled after period end | | | $ | 40 | | — | | | $ | — | |

See Resale and repurchase agreements below in this Note 2 for further information on the resale agreements.

HTM investment securities are recorded at amortized cost, net of any allowance for credit losses, based on the Company’s positive intent and ability to hold these securities to maturity.

Accrued interest receivable for AFS and HTM investment securities are included in other assets in the Company’s consolidated balance sheets.

The Company separately evaluates its HTM investment securities for any expected credit losses.

If HTM investment securities share risk characteristics, management evaluates those securities on a collective basis.

An allowance for credit losses is recorded through a charge to earnings based on an estimate of current expected credit losses over the remaining expected lives of the HTM investment securities.

Management reviews the allowance for credit losses quarterly, taking into consideration current conditions, reasonable and supportable forecasts, past events, and historical experience that affect the expected collectability of the reported amounts.

For some of the AFS and HTM investment securities the Company has an expectation that nonpayment of the amortized cost basis is zero based on a long history with no credit losses and considering current conditions and reasonable and supportable forecasts.

This applies to a limited set of securities that are guaranteed by the U.S. Treasury, U.S. government agencies, and sovereign entities of high credit quality.

The expectation that nonpayment of the amortized cost basis is zero is continually reevaluated.

Resale and repurchase agreements

Schwab’s resale agreements are typically collateralized by U.S. Government and agency securities and the receivable is included in cash and investments segregated and on deposit for regulatory purposes in the consolidated balance sheets.

Securities received under resale agreements are not recorded on the consolidated balance sheets.

Securities transferred to counterparties under repurchase agreements continue to be recognized on the Company’s consolidated balance sheets in the respective financial statement line item and at the respective measurement basis.

Payables for repurchase agreements are included in short-term borrowings on the consolidated balance sheets.

The Company monitors its collateral requirements under these agreements daily and collateral is adjusted to ensure full collateralization.

Interest received or paid is recorded in interest revenue or interest expense, respectively.

Securities borrowing and lending transactions are accounted for as collateralized financing transactions.

included in other assets on the consolidated balance sheets.

\- 60 -

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\- 61 -

\- 62 -

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2018 | | | $ | 2,793 | | 1,488 | | | $ | 15 | | — | | | $ | — | | $ | 4,499 | | $ | 17,329 | | $ | (3,714) | | $ | (252) | | | | | $ | 20,670 | |

| Extinguishment of finance lease obligation through an assignment agreement | | | $ | — | | $ | — | | $ | 52 | |

All equity method,

Under these resale agreements, the Company obtains collateral with a market value equal to or in excess of the principal amount loaned and the interest accrued.

Collateral is valued daily by the Company, with additional collateral obtained to ensure full collateralization.

Cash and investments segregated also include certificates of deposit and U.S. Government securities.

with unrealized gains and losses included in earnings.

The residential real estate portfolio segment is

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.

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

| | | | | | |

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

The fair value of the share-based award is recognized over the service period as share-based compensation.

Level 2 inputs include quoted prices for similar assets and liabilities in active markets,

and futures and foreign exchange trade execution services through its FCM and FDM subsidiary.

N/A Not applicable.

These costs and after-tax acquisition costs of $40 million incurred in 2019 by Schwab and the acquirees are included in pro forma net income for the year ended December 31, 2019.

| Total available for sale securities | | | $ | 330,248 | | | | | $ | 7,799 | | | | | $ | 647 | | | | | $ | 337,400 | |

On January 1, 2019 the Company transferred certain U.S. agency mortgage-backed securities with a fair value of $8.8 billion from the HTM category to the AFS category as permitted by ASU 2017-12, “*Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”* (ASU 2017-12).

This transfer resulted in a net of tax increase to AOCI of $19 million.

In October 2019, the Federal Reserve issued a final enhanced prudential standards rule, and the Federal Reserve, the Office of the Comptroller of the Currency, and the FDIC jointly issued a final regulatory capital and liquidity rule.

| December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. agency mortgage-backed securities | | | $ | 61,706 | | | | | $ | 551 | | | | | $ | 4,774 | | | | | $ | 12 | | | | | $ | 66,480 | | | | | $ | 563 | |

| Asset-backed securities | | | 1,398 | | | | | | 13 | | | | | | 5,822 | | | | | | 71 | | | | | | 7,220 | | | | | | 84 | | |

| Total | | | $ | 63,104 | | | | | $ | 564 | | | | | $ | 10,596 | | | | | $ | 83 | | | | | $ | 73,700 | | | | | $ | 647 | |

Prior to the Company’s adoption of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13) on January 1, 2020, no amount was recognized as other-than-temporary impairment in earnings or other comprehensive income during the year ended December 31, 2019.

| U.S. agency mortgage-backed securities | | | $ | 3,483 | | | | | $ | 20,916 | | | | | $ | 71,705 | | | | | $ | 238,251 | | | | | $ | 334,355 | |

| U.S. Treasury securities | | | 4,049 | | | | | | 14,569 | | | | | | 2,664 | | | | | | — | | | | | | 21,282 | | |

| Asset-backed securities | | | — | | | | | | 4,922 | | | | | | 3,003 | | | | | | 9,621 | | | | | | 17,546 | | |

| Corporate debt securities | | | 1,634 | | | | | | 6,443 | | | | | | 4,267 | | | | | | — | | | | | | 12,344 | | |

| Certificates of deposit | | | 300 | | | | | | 699 | | | | | | — | | | | | | — | | | | | | 999 | | |

| Other | | | — | | | | | | — | | | | | | — | | | | | | 26 | | | | | | 26 | | |

| Total fair value | | | $ | 9,790 | | | | | $ | 48,023 | | | | | $ | 82,649 | | | | | $ | 249,592 | | | | | $ | 390,054 | |

| Total amortized cost | | | $ | 9,761 | | | | | $ | 47,336 | | | | | $ | 82,556 | | | | | $ | 251,829 | | | | | $ | 391,482 | |

| Weighted-average yield (1) | | | 1.28 | | % | | | | 1.89 | | % | | | | 1.78 | | % | | | | 1.11 | | % | | | | 1.35 | | % |

*Evaluation of disclosure controls and procedures:* The management of the Company, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, [removed: 2021.][added: 2022.]

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

*Changes in internal control over financial reporting*: No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) was identified during the quarter ended December 31, [removed: 2021,] [added: 2022,] that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting.

The information relating to directors of CSC required to be furnished pursuant to this item is incorporated by reference from portions of the Company’s definitive proxy statement for its annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A by April 30, [removed: 2022] [added: 2023] (the Proxy [removed: Statement) under “Members of the Board of Directors,” “Board Structure and Committees,” and “Director Nominations.” The Company’s Code of Conduct and Business Ethics, applicable to directors and all employees, including senior financial officers, is available on the Company’s website at https://www.aboutschwab.com/governance.][added: Statement).]

The following table provides certain information about each of the Company’s executive officers as of December 31, [removed: 2021.][added: 2022.]

| | | | Charles R. Schwab | | | [removed: 84] [added: 85] | | | [removed: Chairman] [added: Co-Chairman] of the Board | | |

| | | | Walter W. Bettinger II | | | [removed: 61] [added: 62] | | | [added: Co-Chairman of the Board and] Chief Executive Officer | | |

| | | | Richard A. Wurster | | | [removed: 48] [added: 49] | | | President | | |

| | | | Bernard J. Clark | | | [removed: 63] [added: 64] | | | Managing Director, Head of Advisor Services | | |

| | | | Jonathan M. Craig | | | [removed: 50] [added: 51] | | | Managing Director, Head of Investor Services & Marketing | | |

| | | | Peter B. Crawford | | | [removed: 53] [added: 54] | | | Managing Director, Chief Financial Officer | | |

| | | | Joseph R. Martinetto | | | [removed: 59] [added: 60] | | | Managing Director, Chief Operating Officer | | |

| | | | Peter J. Morgan III | | | [removed: 57] [added: 58] | | | Managing Director, General Counsel | | |

| | | | Nigel J. Murtagh | | | [removed: 58] [added: 59] | | | Managing Director, Chief Risk Officer | | |

Mr. Schwab has been [removed: Chairman of the Board and] a director of CSC since its incorporation in 1986.

Mr. Bettinger has been Chief Executive Officer [added: and a director] of CSC since [removed: 2008.][added: 2008 and has been Co-Chairman of the Board since 2022.]

He [added: also] serves [removed: on the Board of Directors of CSC, CSB, and TD Ameritrade Holding Corporation, and is] [added: as] Chairman and trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust, all registered investment companies and affiliates of CSC.

Mr. Bettinger served as Director, President and Chief Executive Officer of CS&Co from 2008 until [removed: October] 2021.

Mr. Wurster has been President of CSC [added: since 2021] and [added: has served as President and director of] CS&Co since [removed: October] 2021.

He served as CEO of Charles Schwab Investment Management, Inc. from 2019 to 2021 and [removed: CEO of Charles Schwab Investment Advisory, Inc. from 2018 to] [added: has been a director since] 2021.

Mr. Clark has been Managing [removed: Director] [added: Director, Head of Advisor Services] since 2022 and [added: was] Executive Vice President – Advisor Services of CSC [removed: since 2012.][added: from 2012 to 2022.]

Mr. Clark has served as [added: Managing Director, Head of Advisor Services of CS&Co since 2022 and was] Executive Vice President – Advisor Services of CS&Co [removed: since 2010.][added: from 2010 to 2022.]

Mr. Craig has been Managing Director, Head of Investor Services and Marketing [added: of CSC and CS&Co] since 2022.

Prior to that he served as Senior Executive Vice President [added: of CSC and CS&Co] from 2018 to 2021, Executive Vice President – Client and Marketing Solutions [added: of CSC and CS&Co] from 2017 until 2018 and Executive Vice President and Chief Marketing Officer [added: of CSC and CS&Co] from 2012 until 2018.

Mr. Crawford has been Managing Director [removed: since 2022] [added: of CSC] and [added: CS&Co since 2022,] Executive Vice President [added: from 2017 to 2022 of CSC] and [added: CS&Co and] Chief Financial Officer of CSC and CS&Co since 2017.

Prior to his appointment as Chief Financial Officer, Mr. Crawford was Executive Vice President of Finance [added: of CS&Co] from 2015 to 2017.

Mr. Martinetto has been Managing Director since [removed: 2022,] [added: 2022 of CSC and CS&Co,] Senior Executive Vice President of CSC and CS&Co [removed: since 2015,] [added: from 2015 to 2022,] and Chief Operating Officer of CSC and CS&Co since 2018.

He also serves on the Board of Directors of CS&Co and TD Ameritrade Holding [removed: Corporation; he served on the Board of Directors] [added: Corporation and serves as Co-Chairman] of [removed: CSB from 2010 until 2020.][added: CSB.]

[removed: Additionally,] [added: From 2016 to 2022] Mr. Martinetto [removed: is] [added: was] a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust.

Mr. Morgan has been Managing Director [added: of CSC and CS&Co] since 2022, [removed: and served as] Executive Vice [removed: President,] [added: President of CSC from 2019 to 2022,] General Counsel and Corporate Secretary of CSC since [removed: 2019.][added: 2019, and Executive Vice President and Corporate Secretary of CS&Co from 2020 to 2022.]

[added: He was Senior] Vice President and Deputy General Counsel of CS&Co from 2009 to [removed: January] 2020.

Mr. Murtagh has been Managing Director [added: and Chief Risk Officer of CSC and CS&Co] since [removed: 2022] [added: 2022,] and [added: was] Executive Vice President [removed: – Corporate Risk] and Chief Risk Officer [removed: since 2012.][added: of CSC and CS&Co from 2012 to 2022.]

The Company’s Code of Conduct and Business Ethics, applicable to directors and all employees, including senior financial officers, is available on the Company’s website at https://www.aboutschwab.com/governance.

\- 127 -

He served as Chairman of the Board from 1986 to 2022 and has served as Co-Chairman of the Board since 2022.

He serves as Co-Chairman of the Board of CSB, and is a director of TD Ameritrade Holding Corporation.

He was CEO of Charles Schwab Investment Advisory, Inc. from 2018 to 2021.

\- 128 -

Mr. Murtagh also serves as Managing Director and Chief Risk Officer of CSB.

\- 122 -

Mr. Schwab is also Chairman of CSB.

He also serves as Executive Vice President & Corporate Secretary of CS&Co; he was Senior

\- 123 -

[removed: The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement under “Compensation Discussion and Analysis,” “Executive Compensation Tables – 2021 Summary Compensation Table,” “Executive Compensation Tables – 2021 Grants of Plan-Based Awards Table,” “Executive Compensation Tables – Narrative to Summary Compensation and Grants of Plan-Based Awards Tables,” “Executive Compensation Tables – 2021 Termination and Change in Control Benefits Table,” “Executive Compensation Tables – Outstanding Equity Awards as of December 31, 2021,” “Executive Compensation Tables – 2021 Option Exercises and Stock Vested Table,” “Executive Compensation Tables – 2021 Nonqualified Deferred Compensation Table,” “Director Compensation,” and “Compensation Committee Interlocks and Insider Participation.”] In addition, the information from a portion of the Proxy Statement under “Compensation Committee Report,” is incorporated by reference from the Proxy Statement and furnished on this Form 10-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement.

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy [removed: Statement under “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans.”][added: Statement.]

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy [removed: Statement under “Transactions with Related Persons” and “Director Independence.”][added: Statement.]

The information required to be furnished pursuant to this item is incorporated by reference from a portion of the Proxy [removed: Statement under “Auditor Fees.”][added: Statement.]

\- 129 -

\- 124 -

| 2.1 | | | [Agreement and Plan of Merger, dated as of November 24, 2019, by and among the Registrant, Americano Acquisition Corp., and TD Ameritrade Holding Corporation, filed as Exhibit 2.1 to the Registrant’s Form 8-K dated November 24, [removed: 2019](http://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex0201.htm)[,](http://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex0201.htm) [and] [added: 2019, and] incorporated herein by reference.*](http://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex0201.htm) | | | | | |

| 3.11 | | | [Fifth Restated Certificate of Incorporation, effective May 7, 2001, of the Registrant, filed as [removed: Exhibit 3.11] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/316709/000031670917000010/schw-20161231xex3_11.htm) [](http://www.sec.gov/Archives/edgar/data/316709/000031670917000010/schw-20161231xex3_11.htm)[3.11] to the Registrant’s Form 10-K for the year ended December 31, 2016, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670917000010/schw-20161231xex3_11.htm) | | | | | |

| [removed: 3.14] [added: 10.423] | | | [removed: [Fourth Restated Bylaws,] [added: [The Charles Schwab Corporation Deferred Compensation Plan II,] as amended [removed: on January 27, 2010,] [added: and restated as] of [removed: the Registrant,] [added: December 8, 2020,] filed as Exhibit [removed: 3.14] [added: 10.423] to the Registrant’s Form 10-K for the year ended December 31, [removed: 2016,] [added: 2020,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670917000010/schw-20161231xex3_14.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)] | | | [added: (2)] | | |

| [removed: 3.14(i)] [added: 3.30] | | | [removed: [Amendment to Fourth] [added: [Amended and] Restated Bylaws of [removed: the Registrant,] [added: The Charles Schwab Corporation,] effective January [removed: 1, 2021,] [added: 26, 2023,] filed as Exhibit [removed: 3.2 to the Registrant’s] [added: 3.1 to](http://www.sec.gov/Archives/edgar/data/316709/000119312523020319/d405688dex31.htm) [the](http://www.sec.gov/Archives/edgar/data/316709/000119312523020319/d405688dex31.htm) [Registrant’s] Form 8-K dated [removed: October 2, 2020,] [added: January 26, 2023,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000095010320019743/dp138313_ex0302.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312523020319/d405688dex31.htm)] | | | | | |

| [removed: 3.15] [added: 3.29] | | | [Certificate of [removed: Designations] [added: Elimination] of [added: the 4.625%] Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series [removed: A,] [added: E] of The Charles Schwab Corporation, filed as Exhibit [removed: 3.15] [added: 3.1] to the Registrant’s Form [removed: 10-K for the year ended] [added: 8-K dated] December [removed: 31, 2016,] [added: 1, 2022,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670917000010/schw-20161231xex3_15.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670922000049/form120222xex31xcertificat.htm)] | | | | | |

| [removed: 3.19] [added: 3.23] | | | [Certificate of Designations of [removed: 4.625% Fixed-to-Floating Rate] [added: 4.000% Fixed-Rate Reset] Non-Cumulative Perpetual Preferred Stock, Series [removed: E,] [added: I,] of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated [removed: October 31, 2016,] [added: March 15, 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312516753609/d281386dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex31.htm)] | | | | | |

| [removed: 3.23] [added: 3.26] | | | [Certificate of Designations of [removed: 4.000%] [added: 5.000%] Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series [removed: I, of] [added: K](http://www.sec.gov/Archives/edgar/data/316709/000156459022008845/exhibit3_1.htm)[,](http://www.sec.gov/Archives/edgar/data/316709/000156459022008845/exhibit3_1.htm) [of] The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March [removed: 15, 2021,] [added: 3, 2022,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000156459022008845/exhibit3_1.htm)] | | | | | |

| 3.24 | | | [Certificate of Designations of 4.450% Non-Cumulative Perpetual Preferred Stock, Series J, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March 29, 2021, and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312521100453/d164240dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312521100453/d164240dex31.htm)] | | | | | |

| [removed: 3.25] [added: 3.28] | | | [Certificate of Elimination [removed: of](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm) [the](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm) [6.00%] [added: of the Fixed-to-Floating Rate] Non-Cumulative Perpetual Preferred Stock, Series [removed: C,](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm) [of](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm) [The] [added: A of The] Charles Schwab [removed: Corporation,](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm) [filed] [added: Corporation, filed] as [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm) [3.1](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm) [to] [added: Exhibit 3.1 to] the Registrant’s [removed: Form](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm) [](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm)[8-K dated](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm) [June] [added: Form 8-K dated November] 1, [removed: 2021,](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm) [and] [added: 2022, and] incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670921000045/schw-2021ex3.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670922000041/form8-k110222exhibit31.htm)] | | | | | |

| [removed: 4.4] [added: 4.8] | | | [Deposit Agreement, dated [removed: October 31, 2016,] [added: March 18, 2021,] between the Company and [removed: Wells Fargo Bank, N.A.,] [added: Equiniti Trust Company,] as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated [removed: October 31, 2016,] [added: March 15, 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312516753609/d281386dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex41.htm)] | | | | | |

| [removed: 4.8] [added: 4.9] | | | [Deposit Agreement, [removed: dated](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex41.htm) [March 18](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex41.htm)[, 202](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex41.htm)[1](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex41.htm)[,] [added: dated March 30, 2021,] between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K [removed: dated](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex41.htm) [March 15, 2021](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex41.htm)[,] [added: dated March 29, 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312521100453/d164240dex41.htm)] | | | | | |

| [removed: 4.9] [added: 4.10] | | | [Deposit Agreement, dated March [removed: 30, 2021,] [added: 4, 2022,] between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated March [removed: 29, 2021,] [added: 3, 2022,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312521100453/d164240dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000156459022008845/exhibit4_1.htm)] | | | | | |

| [removed: 4.10] [added: 4.11] | | | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex41010k.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex41110k.htm)] | | | | | |

| [removed: 4.11] [added: 4.12] | | | Neither the Registrant nor its subsidiaries are parties to any instrument with respect to long-term debt for which securities authorized thereunder exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. Copies of instruments with respect to long-term debt of lesser amounts will be provided to the SEC upon request. | | | | | |

| 10.72 | | | [Restatement of Assignment and License, as amended January 25, 1988, among Charles Schwab & Co., Inc., Charles R. Schwab and the Registrant, filed as Exhibit 10.72 to the Registrant’s Form 10-K for the year ended December 31, [removed: 2014](http://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex107227ea3.htm)[,](http://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex107227ea3.htm) [and] [added: 2014, and] incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex107227ea3.htm) | | | | | |

| 10.271 | | | [The Charles Schwab Corporation Directors’ Deferred Compensation Plan, as amended through December 8, 2004, filed as Exhibit 10.271 to the Registrant’s Form 10-K for the year ended [removed: December](http://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex10271f3c0.htm) [](http://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex10271f3c0.htm)[31,] [added: December 31,] 2014, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex10271f3c0.htm) | | | (2) | | |

| [removed: 10.349] [added: 10.424] | | | [The Charles Schwab Severance Pay Plan, as Amended and Restated Effective [removed: May 1, 2012, filed] [added: June 21, 2021](http://www.sec.gov/Archives/edgar/data/316709/000031670921000062/schw-06302021xex1042410q.htm)[,](http://www.sec.gov/Archives/edgar/data/316709/000031670921000062/schw-06302021xex1042410q.htm)[filed] as Exhibit [removed: 10.349] [added: 10.424] to the Registrant’s Form 10-Q for the quarter ended June 30, [removed: 2017,] [added: 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670917000034/shcw-06302017xex10349.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670921000062/schw-06302021xex1042410q.htm)] | | | (2) | | |

| [removed: 10.362] [added: 10.393] | | | [removed: [The] [added: [Form of Notice and Nonqualified Stock Option Agreement under The] Charles Schwab Corporation [removed: Directors’ Deferred Compensation] [added: 2013 Stock Incentive] Plan [removed: II, as amended] and [removed: restated as of April 24, 2013,] [added: successor plans,] filed as Exhibit [removed: 10.362] [added: 10.393] to the [removed: Registrant's] [added: Registrant’s] Form 10-K for the year ended [removed: December](http://www.sec.gov/Archives/edgar/data/316709/000031670919000008/schw-12312018xex1036210k.htm) [](http://www.sec.gov/Archives/edgar/data/316709/000031670919000008/schw-12312018xex1036210k.htm)[31,] [added: December 31,] 2018, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670919000008/schw-12312018xex1036210k.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670919000008/schw-12312018xex1039310k.htm)] | | | (2) | | |

| 10.389 | | | [The Charles Schwab Corporation Corporate Executive Bonus Plan, restated to include amendments approved at the Annual Meeting of Stockholders on May 13, 2015, as amended and restated as of December 13, 2017, filed as Exhibit 10.389 to the Registrant’s Form 10-K for the year ended [removed: December](http://www.sec.gov/Archives/edgar/data/316709/000031670918000009/schw-12312017xex10389.htm) [](http://www.sec.gov/Archives/edgar/data/316709/000031670918000009/schw-12312017xex10389.htm)[31, 2017](http://www.sec.gov/Archives/edgar/data/316709/000031670918000009/schw-12312017xex10389.htm)[,](http://www.sec.gov/Archives/edgar/data/316709/000031670918000009/schw-12312017xex10389.htm) [and] [added: December 31, 2017, and] incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670918000009/schw-12312017xex10389.htm) | | | (2) | | |

| 10.404 | | | [Form of Notice and Restricted Stock Unit Agreement (no accelerating vesting for retirement) under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.404 to the [removed: Registrant’s] [added: Registrants’] Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670919000052/schw-09302019xex104041.htm) | | | (2) | | |

| 10.407 | | | [Amended and Restated Insured Deposit Account Agreement by and among TD Bank USA, National Association, TD Bank, National Association, and the Registrant, filed as Exhibit 10.6 to the Registrant’s Form 8-K dated November 24, 2019, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex1006.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex1006.htm)] | | | | | |

| 10.407(i) | | | [Consent, Agreement and Joinder to the Amended and Restated IDA Agreement, dated as of October 6, 2020, by [removed: and](https://www.sec.gov/Archives/edgar/data/1173431/000110465920112394/tm2031896d1_ex10-1.htm)] [added: and](http://www.sec.gov/Archives/edgar/data/1173431/000110465920112394/tm2031896d1_ex10-1.htm)] [among Charles Schwab & Co., Inc., TD Ameritrade, Inc., TD Ameritrade Clearing, Inc. and TD Ameritrade Trust Company, filed as Exhibit 10.1 to TD Ameritrade Holding Corporation’s Form 8-K dated October 6, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1173431/000110465920112394/tm2031896d1_ex10-1.htm) | | | | | |

| 10.407(ii) | | | [Amendment to Amended and Restated Insured Deposit Agreement, dated as of November 24, 2021, by and among TD Bank USA, National Association, TD Bank, National Association, and The Charles Schwab Corporation, TD Ameritrade, Inc., TD Ameritrade Clearing, Inc., TD Ameritrade Trust Company, and Charles Schwab & Co., [removed: Inc.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm)[,](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm) [filed as Ex](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm)[hibi](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm)[t 10.407(ii) to the Registrant](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm)[’](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm)[s Form 10-K for the year ended December 31, 2021, and incorporated her](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm)[e](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm)[in by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm)] | | | | | |

| [removed: 10.409] [added: 10.428] | | | [Summary of Non-Employee Director Compensation, filed as Exhibit [removed: 10.409] [added: 10.428] to the [removed: Registrant's] [added: Registrant’s] Form 10-K for the year ended December 31, [removed: 2019,] [added: 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670920000012/schw-12312019xex104091.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw123121-ex1042810k.htm)] | | | (2) | | |

| 10.410 | | | [2013 Stock Incentive Plan, as amended and [removed: restated (supersedes Exhibit 10.391),] [added: restated,] filed as Exhibit 10.410 to the Registrant’s Form 8-K dated May 12, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670920000025/exhibit10410.htm) | | | (2) | | |

| 10.412 | | | [Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor [removed: plans (supersedes Exhibit 10.397),] [added: plans](http://www.sec.gov/Archives/edgar/data/316709/000031670920000054/schw-09302020xex10412ng.htm)[,] filed as Exhibit 10.412 to the Registrant’s Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670920000054/schw-09302020xex10412ng.htm) | | | (2) | | |

| 10.413 | | | [Form of Notice and Retainer Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor [removed: plans (supersedes Exhibit 10.398), filed] [added: plans](http://www.sec.gov/Archives/edgar/data/316709/000031670920000054/schw-09302020xex10413ng.htm)[,](http://www.sec.gov/Archives/edgar/data/316709/000031670920000054/schw-09302020xex10413ng.htm) [filed] as Exhibit 10.413 to the Registrant’s Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670920000054/schw-09302020xex10413ng.htm) | | | (2) | | |

| 10.414 | | | [Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor [removed: plans (supersedes Exhibit 10.399),] [added: plans](http://www.sec.gov/Archives/edgar/data/316709/000031670920000054/schw-09302020xex10414ng.htm)[,] filed as Exhibit 10.414 to the Registrant’s Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670920000054/schw-09302020xex10414ng.htm) | | | (2) | | |

| 10.415 | | | [Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor [removed: plans (supersedes Exhibit 10.401),] [added: plans,] filed as Exhibit 10.415 to the Registrant’s Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670920000054/schw-09302020xex10415ng.htm) | | | (2) | | |

| [removed: 10.423] [added: 10.319] | | | [removed: [The] [added: [Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The] Charles Schwab Corporation [added: Directors’] Deferred Compensation Plan [removed: II, as amended] [added: II] and [removed: restated] [added: successor plans, filed] as [removed: of December 8, 2020](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)[,](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm) [filed as](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm) [Exhibit 10.](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)[42](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)[3 t](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)[o](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm) [the](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm) [](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)[Registrant](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)[’](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)[s] [added: Exhibit 10.319 to the Registrant’s] Form 10-K for the year ended [removed: December](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm) [](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)[31, 2020,] [added: December 31, 2008,] and incorporated herein by [removed: reference](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)[.](http://www.sec.gov/Archives/edgar/data/316709/000031670921000012/schw-12312020xex10423repla.htm)] [added: reference](http://www.sec.gov/Archives/edgar/data/316709/000119312509037420/dex10319.htm).] | | | (2) | | |

| [removed: 10.424] [added: 10.379] | | | [removed: [The] [added: [Form of Notice and Nonqualified Stock Option Agreement under The] Charles Schwab [removed: Severance Pay Plan, as Amended] [added: Corporation 2013 Stock Incentive Plan] and [removed: Restated Effective June 21, 2021 (supersedes Exhibit 10.349),] [added: successor plans](http://www.sec.gov/Archives/edgar/data/316709/000031670917000061/schw-09302017xex10379.htm)[,] filed as Exhibit [removed: 10.424] [added: 10.379] to the Registrant’s Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2021,] [added: 2017,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670921000062/schw-06302021xex1042410q.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670917000061/schw-09302017xex10379.htm)] | | | (2) | | |

| 10.426 | | | [Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor [removed: plans (supersedes] [added: plans](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042610k.htm)[, filed as] Exhibit [removed: 10.403).](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042610k.htm)] [added: 10.426 to the Registrant](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042610k.htm)[’](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042610k.htm)[s Form 10-K for the year ended December 31, 2021, and](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042610k.htm) [incorporated by reference](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042610k.htm)[.](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042610k.htm)] | | | (2) | | |

| 10.427 | | | [Form of Notice and Restricted Stock Unit Agreement (no accelerating vesting for retirement) under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor [removed: plans (supersedes Exhibit 10.404).](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042710k.htm)] [added: plans](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042710k.htm)[, filed as](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042710k.htm) [Exhibit 10.427 to the Registrant](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042710k.htm)[’](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042710k.htm)[s Form 10-K for the year ended December 31, 2021, and incorporated by reference](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042710k.htm)[.](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042710k.htm)] | | | (2) | | |

| 21.1 | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex21110k.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex21110k.htm)] | | | | | |

| 23.1 | | | [Independent Registered Public Accounting Firm’s [removed: Consent.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex23110k.htm)] [added: Consent.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex23110k.htm)] | | | | | |

| 31.1 | | | [Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex31110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex31110k.htm)] | | | | | |

| 31.2 | | | [Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex31210k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex31210k.htm)] | | | | | |

| 32.1 | | | [Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex32110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex32110k.htm)] | | | (1) | | |

| 32.2 | | | [Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex32210k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex32210k.htm)] | | | (1) | | |

| (3) | | | *Attached as Exhibit 101 to this Annual Report on Form 10-K for the annual period ended December 31, [removed: 2021,] [added: 2022,] are the following materials formatted in XBRL (Extensible Business Reporting Language) (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Consolidated Financial Statements.* | | | | | |

\- 130 -

\-131-

| 10.267 | | | [Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.267 to the Registrant’s Form 10-K for the year ended December 31, 200](http://www.sec.gov/Archives/edgar/data/316709/000031670905000006/exh10_267.txt)[4, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670905000006/exh10_267.txt) | | | (2) | | |

| 10.341 | | | [Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.341 to the Registrant’s Form 10-K for the year ended December 31, 2011, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312512077926/d264447dex10341.htm) | | | (2) | | |

| 10.354 | | | [Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.354 to the Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312513029698/d475717dex10354.htm) | | | (2) | | |

| 10.356 | | | [Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.356 to the Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312513029698/d475717dex10356.htm) | | | (2) | | |

| 10.358 | | | [Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.373 to the Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312513029698/d475717dex10358.htm) | | | (2) | | |

\-132-

| 10.359 | | | [Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.359 to the Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312513029698/d475717dex10359.htm) | | | (2) | | |

| 10.370 | | | [Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.370 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_370.htm) | | | (2) | | |

| 10.372 | | | [Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.372 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_372.htm) | | | (2) | | |

| 10.374 | | | [Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.373 to the Registrant’s Form](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_374.htm) [10-Q for the quarter ended September 30, 2016, incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_374.htm). | | | (2) | | |

| 10.375 | | | [Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.375 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_375.htm) | | | (2) | | |

| 10.381 | | | [Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.381 to the Registrant’s Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670917000061/schw-09302017xex10381.htm) | | | (2) | | |

| 10.383 | | | [Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.383 to the Registrant’s Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/316709/000031670917000061/schw-09302017xex10383.htm). | | | (2) | | |

| 10.384 | | | [Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.384 to the Registrant’s Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670917000061/schw-09302017xex10384.htm) | | | (2) | | |

| 10.387 | | | [Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.387 to the Registrant’s Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670918000009/schw-12312017xex10387.htm) | | | (2) | | |

| 10.394 | | | [Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.394 to the Registrant’s Form 10-K for the year ended December 31, 2018, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670919000008/schw-12312018xex1039410k.htm) | | | (2) | | |

| 10.396 | | | [Form of Notice and Restricted Stock Unit Agreement (no accelerating vesting for retirement) under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.396 to the Registrants’ Form 10-Q for the quarter ended June 30, 2019, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670919000039/schw-06302019xex103961.htm) | | | (2) | | |

| 10.397 | | | [Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.397 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670919000052/schw-09302019xex103971.htm) | | | (2) | | |

| 10.398 | | | [Form of Notice and Retainer Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.398 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/316709/000031670919000052/schw-09302019xex103981.htm). | | | (2) | | |

\-133-

| 10.399 | | | [Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.399 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670919000052/schw-09302019xex103991.htm) | | | (2) | | |

| 10.401 | | | [Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.401 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670919000052/schw-09302019xex104011.htm) | | | (2) | | |

| 10.407(iii) | | | [Second Amendment to Amended and Restated Insured Deposit Agreement, dated February 14, 2023, by and among TD Bank USA, National Association, TD Bank, National Association, and The Charles Schwab Corporation, TD Ameritrade, Inc., TD Ameritrade Clearing, Inc.,](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm) [Charles Schwab Trust Bank, as suc](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm)[cessor to](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm) [TD Ameritrade Trust Company, and Charles Schwab & Co., Inc.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm) | | | | | |

\-134-

THE CHARLES SCHWAB CORPORATION

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | Exhibit | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| 10.429 | | | [The Charles Schwab Corporation 2022 Stock Incentive Plan, filed as Exhibit 10.1 to the Registrant’s Form 8-K, dated May 17, 2022, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312522154097/d478831dex101.htm) | | | (2) | | |

| | | | | | | | | |

| 10.430 | | | [Repurchase Agreement between The Charles Schwab Corporation and TD Luxembourg International Holdings SARL, filed as Exhibit 10.1 to the Registrant’s 8-K, dated July 31, 2022, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312522211282/d368025dex101.htm) | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

\- 125 -

\- 126 -

\- 127 -

| 10.418 | | | [Credit Agreement, dated April 21, 2017, among TD Ameritrade Clearing, Inc., the lenders party thereto, U.S. Bank National Association, as syndication agent, Barclays Bank PLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as co-documentation agents and JPMorgan Chase Bank, N.A., as administrative agent, filed as Exhibit 10.2 to TD Ameritrade Holding Corporation’s Form 8-K dated April 21, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1173431/000119312517132621/d382840dex102.htm) | | | | | |

| 10.419 | | | [First Amendment, dated May 17, 2018, to Credit Agreement, dated April 21, 2017, among TD Ameritrade Clearing, Inc., the lenders party thereto, U.S. Bank National Association, as syndication agent, Barclays Bank PLC, TD Securities (USA) LLC, Wells Fargo Securities, LLC, and Industrial and Commercial Bank of China Ltd., New York Branch, as co-documentation agents and JPMorgan Chase Bank, N.A., as administrative agent, filed as Exhibit 10.2 to TD Ameritrade Holding Corporation’s Form 8-K dated May 17, 2018, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1173431/000119312518169515/d585874dex102.htm) | | | | | |

| 10.420 | | | [Second Amendment, dated as of August 3, 2020, to Credit Agreement dated April 21, 2017, among TD Ameritrade Clearing, Inc., the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent, filed as Exhibit 10.2 to TD Ameritrade Holding Corporation’s Form 8-K dated August 3, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1173431/000119312520208103/d32359dex102.htm) | | | | | |

\- 128 -

| 10.425 | | | [Third Amendment, dated as of September 27, 2021, to Credit Agreement dated April 21, 2017, among TD Ameritrade Clearing, Inc., the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm)[,](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm) [](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm)[filed as Exhibit 10.425](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm) [to the](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm) [R](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm)[egistrants’](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm) [Form 10-Q for the quarter ended September 30, 2021,](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm) [](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm)[and](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm) [incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm)[.](https://www.sec.gov/Archives/edgar/data/316709/000031670921000081/schw-09302021xex1042510q.htm) | | | | | |

| 10.428 | | | [Summary of Non-Employee Director Compensation (supersedes Exhibit 10.409).](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw123121-ex1042810k.htm) | | | (2) | | |

| 101.PRE | | | Inline XBRL Taxonomy Extension Presentation | | | (3) | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 24, [removed: 2022.][added: 2023.]

| | | | | | | [added: Co-Chairman of the Board and] Chief Executive Officer | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on February 24, [removed: 2022.][added: 2023.]

| [added: Co-Chairman of the Board and] Chief Executive Officer [removed: and Director] [added: (principal executive officer)] | | | | | | Managing [removed: Director, Executive Vice President,] [added: Director] and Chief Financial Officer (principal financial and accounting officer) | | |

| Charles R. Schwab, [removed: Chairman] [added: Co-Chairman] of the Board | | | | | | John K. Adams, Jr., Director | | |

| /s/ [removed: Arun Sarin] [added: Paula A. Sneed] | | | | | | [removed: /s/ Paula A. Sneed] | | |

| [removed: Arun Sarin,] [added: Paula A. Sneed,] Director | | | | | | [removed: Paula A. Sneed, Director] | | |