Charles Schwab (SCHW) 10-K risk factor changes: FY2023 vs FY2022

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

Deterioration in the housing and credit [removed: markets, reduction in interest rates,] [added: markets] and decreases in securities valuations negatively impact our results of operations and capital resources.

Actions taken by the Federal Reserve, including changes in its target funds rate and [added: its own] balance sheet management, are difficult to predict and can affect our [added: financial results, including] net interest revenue and bank deposit account fees.

[added: These] policies [removed: could also] [added: can] have implications for clients’ allocation to [removed: cash;] [added: cash as we experienced in 2022 and 2023, and] higher or lower client cash balances have an impact on our capital [removed: requirements] [added: requirements,] as well as liquidity implications if such changes in allocation are sudden.

We also sweep a portion of such cash to [removed: unconsolidated third-party financial institutions, including] [added: the TD Depository Institutions] pursuant to the [added: 2023] IDA agreement, through which we earn bank deposit account fees.

A significant reduction in our clients’ allocation to cash, a change in the allocation of that cash, or a transfer of cash away from the Company, [removed: could] [added: would likely] reduce our income.

A low interest rate environment may also have a negative impact on our asset management and administration fee revenues when we have to waive a portion of our management [removed: fees] [added: fees, as we experienced in 2020 and 2021,] for certain Schwab-sponsored money market mutual funds in order to continue providing a positive return to clients.

[removed: Although we believe our net interest revenue will increase in a rising interest rate environment, a] [added: 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 [removed: higher cost] [added: higher-cost] funding sources without offsetting increases in yields on interest-earning [removed: assets] [added: assets,] which can reduce the benefit [added: of higher market interest rates] to our net interest [removed: revenue.][added: revenue, as we experienced in 2022 and 2023.]

Extensive [removed: regulation] [added: regulatory supervision] of our businesses may subject us to significant penalties or limitations on business activities.

Regulators have broad discretion in connection with their supervisory and enforcement activities and examination [removed: policies] [added: policies,] and could prevent us from pursuing our business strategy.

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, [added: 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, money market funds, standards of conduct with clients, conflicts of interest, regulatory treatment of deposit accounts, CRA, [added: changes in required minimum capital] and [added: capital structure, and changes in equity] market [removed: structure reform,] [added: structure,] including [added: rules relating to] order routing [removed: practices] and order-related revenues, may directly affect our operations and profitability or our specific business lines.

These changes may also require us to invest significant management attention and resources to evaluate and make necessary changes to our compliance, risk management, [removed: treasury] [added: treasury,] and operations functions.

[removed: Failure by either CSC or its banking subsidiaries to meet minimum capital requirements could] result in certain mandatory and additional discretionary actions by regulators that, if undertaken, could have a negative impact on us.

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

At December 31, [removed: 2022,] [added: 2023,] CSC had approximately [removed: $552] [added: $493] billion in total assets and cross-jurisdictional activity of approximately [removed: $29] [added: $25] billion.

Information security risks for financial institutions are increasing, in part because of the use of the internet and mobile and cloud technologies to conduct financial transactions, and the increased sophistication and [removed: activities] [added: activities, including the use] of [added: artificial intelligence technologies, of] organized crime, activists, hackers and other external parties, including foreign state actors.

Our systems and those of other financial [removed: institutions] [added: institutions, as well as those of our third-party service providers,] have been and will continue to be the target of cyber attacks, malicious code, computer viruses, ransomware, and denial of service attacks that could [removed: result in unauthorized access, misuse, loss or destruction of data (including confidential client information), account takeovers, unavailability of service or other events.]

Such [removed: risk has] [added: risks have] grown in recent years due to the increased sophistication and activities of organized crime and other external parties, including foreign state-sponsored parties.

[added: 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.

We are also dependent on the integrity and performance of securities exchanges, clearing houses, market makers, dealers, and other intermediaries to which client orders are [removed: routed for execution and settlement.]

Failure to properly perform operational tasks, or the misrepresentation of our services and products could subject us to regulatory sanctions, [removed: penalties] [added: penalties,] or [removed: litigation] [added: litigation,] and result in reputational damage, liability to clients, and the termination of investment management or administration [removed: agreements] [added: agreements,] and the withdrawal of assets under our management.

[added: 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.

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

We rely on financial intermediaries to execute and settle client [removed: orders.][added: orders and transactions with financial intermediaries are a significant source of revenue.]

A reduction in our liquidity position could reduce client confidence in us, which could result in the transfer [added: out] of client assets and accounts, or could cause us to fail to satisfy our liquidity requirements, including the LCR.

Factors which may adversely affect our liquidity position include CS&Co and TDAC having temporary liquidity demands due to timing differences between brokerage transaction settlements and the availability of segregated cash balances, fluctuations in cash held in banking or brokerage client accounts, [added: such as the significant client reallocation from sweep cash to higher-yielding investments that we experienced in 2022 and 2023 in response to rapid interest rate increases,] a dramatic increase in our lending activities (including margin, mortgage-related, and personal lending), increased capital requirements, changes in regulatory guidance or interpretations, other regulatory changes, or a loss of market or client confidence in us resulting in unanticipated withdrawals of client funds.

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

In addition, a [removed: significant] downgrade in the Company’s credit ratings could increase its borrowing costs and limit its access to the capital markets.

When short-term interest rates rapidly increase, as they did in [removed: 2022, the pace at which clients move] [added: 2022 and 2023, client movement of] certain cash balances out of our sweep features and into [removed: higher yielding] [added: 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 [removed: recently have, our banking subsidiaries] [added: did in 2022 and 2023, we] may [removed: use] [added: need to rely on] temporary supplemental funding, such as advances under Federal Home Loan Bank (FHLB) secured credit facilities, borrowings under repurchase agreements with external financial institutions, [removed: and] issuances of brokered certificates of [removed: deposit,] [added: deposit (CDs), or other sources of funding,] which have higher [removed: costs.][added: costs and could be subject to limitations on availability.]

Larger unrealized losses on our available for sale (AFS) portfolio due to higher market interest rates [removed: could] negatively impact our [added: capital position inclusive of AOCI, including our] tangible capital.

Our exposure mainly results from margin lending, clients’ options and futures trading, securities lending, mortgage lending, pledged asset lending, our role as a counterparty in financial contracts and investing activities, and indirectly from the investing activities of certain of the proprietary funds [removed: we sponsor.][added: that the Company sponsors.]

[removed: As a result of our TD Ameritrade acquisition, our] [added: Our] margin, options and futures business has materially increased [added: as a result of our TD Ameritrade acquisition,] and market liquidity [removed: may represent] [added: represents] an increased risk.

Our bank loans primarily consist of First Mortgages, [removed: HELOCs,] [added: PALs,] and [removed: PALs.][added: HELOCs.]

[removed: We sponsor] [added: The Company sponsors] a number of proprietary money market mutual funds and other proprietary funds.

Although [removed: we have] [added: the Company has] no obligation to do so, [removed: we] [added: the Company] may decide for competitive or other reasons to provide credit, liquidity or other support to our funds in the event of significant declines in valuation of fund holdings or significant redemption activity that exceeds available liquidity.

Such support could cause [removed: us] [added: the Company] to take significant charges, could reduce [removed: our] [added: the Company’s] liquidity and, in certain situations, could, with respect to proprietary funds other than money market mutual funds, result in [removed: us] [added: the Company] having to consolidate one or more funds in [removed: our] [added: its] financial statements.

If [removed: we] [added: the Company were to] choose not to provide credit, liquidity or other support in such a situation, [removed: we] [added: the Company] could suffer reputational damage and its business could be adversely affected.

Risks Related to Our TD Ameritrade [removed: Acquisition][added: Integration]

For additional information regarding cybersecurity risk, see Item 1C.

Cybersecurity.

Investor sentiment and market and trading dynamics can affect client preferences and security selection, and can impact transactions and asset-based revenues.

As a result of the rapid increases in short-term interest rates in 2022 and 2023, the Company saw a significant decrease in clients’ asset allocation to sweep cash and greater client investment in higher-yielding alternatives at Schwab such as fixed income investments and proprietary purchased money market funds.

To help facilitate these changes in client cash allocations, the Company has utilized higher-cost supplemental funding sources, which has negatively impacted the Company’s net income.

The Company’s interest-earning assets include significant holdings of investment securities, which include fixed- and floating-rate debt securities, including substantial holdings of mortgage-backed securities, as well as mortgages.

The Company could be adversely affected by a decline in interest rates if the rates that the Company earns on interest-earning assets decline more than the rates that the Company pays on its funding sources, or if prepayment rates increase on the mortgages and mortgage-backed securities that the Company holds.

A decline in interest rates may also negatively impact our bank deposit account fee revenue, which is earned primarily pursuant to the 2023 IDA agreement.

The rapid increases in market interest rates recently experienced have also contributed to increased unrealized losses on our investment securities portfolios.

Increased unrealized losses on investment securities or other assets on our balance sheet can reduce market or client confidence in us, which could limit our ability to attract new client assets and accounts or result in the transfer of client assets and accounts from the Company.

A rise in interest rates may also reduce our bank deposit account fee revenue, as clients may reallocate assets out of bank deposit account balances and into higher-yielding investment alternatives, as we experienced in 2022 and 2023.

The 2023 IDA agreement involves certain commitments, including the maintenance of prescribed minimum and maximum IDA balances, that limit our ability to respond to changes in interest rates and may impact our profitability and bank deposit account fee revenue.

Problems encountered by other financial institutions and responsive measures to manage such problems could adversely affect financial markets generally, could have an adverse effect on our financial position or results of operations, and have indirect adverse effects on us.

Concerns regarding the soundness or creditworthiness of other financial institutions can cause substantial disruption within the financial markets and have negative impacts for us and our industry, including reductions in availability of liquidity, higher borrowing costs, and higher costs of capital.

Such concerns regarding one or more financial institutions may also advance public concerns regarding Schwab or the financial services industry more broadly, which could harm our reputation and adversely affect our results of operations and financial condition, even if underlying matters impacting other financial institutions are of limited or no direct applicability to us.

Financial institutions are interrelated through trading, clearing, or other relationships, and, as a result, concerns about the financial condition of one or more institutions could lead to significant market-wide liquidity and credit problems, losses, or defaults by other institutions.

This risk may adversely affect financial intermediaries, such as broker-dealers, banks, clearing houses, securities exchanges, market makers, and others, with which we interact on a daily basis, and therefore, could adversely affect us.

Events affecting the financial services industry may also result in potentially adverse changes to laws or regulations governing banks and savings and loan holding companies or result in the imposition of restrictions through supervisory or enforcement activities, including higher capital or liquidity requirements, which could have a material impact on our business.

Following the failure of several U.S. banks in 2023, the U.S. federal banking agencies proposed rules that would significantly impact our regulatory capital requirements, including requiring us to include AOCI in regulatory capital, as well as rules that would require minimum levels of eligible long-term debt at CSC and our banking subsidiaries.

As a result of increased regulatory expectations regarding capital requirements applicable to the Company, we have been taking, and continue to take, measures to increase our capital, including the cessation of share repurchases.

In addition, the cost of resolving the recent bank failures has resulted in increased FDIC costs and may prompt the FDIC to further increase its premiums or to issue additional special assessments, which could have a material negative impact on our profitability and our business.

The U.S. federal banking agencies have recently proposed rules regarding regulatory capital and long-term debt, and compliance with these proposed rules may result in increased costs and reduce our net income.

In addition, the U.S. Department of Labor recently proposed rules to significantly broaden the definition of “fiduciary” under the Employee Retirement Income Security Act of 1974, which, among other requirements, would subject broker-dealers who provide non-discretionary investment advice to retirement plans to a “best interest” standard.

Failure by either CSC or its banking subsidiaries to meet minimum capital requirements could

See also Part II – Item 7 – Current Regulatory and Other Developments for discussion of regulatory proposals that could, among other things, require the Company to include AOCI in its regulatory capital calculations.

We may also determine that it is in the Company’s best interests to settle a matter, such as to avoid protracted litigation, even though the Company may have strong defenses.

result in unauthorized access, misuse, loss or destruction of data (including confidential client information), account takeovers, unavailability of service or other events.

We may also be required to pay ransom to threat actors to restore or prevent dissemination of data.

Additionally, data exposure can result from a failure to adequately destroy data during system or asset decommissioning, which might result in client or Company information being made available to external parties in error.

routed for execution and settlement.

In addition, payments received from market makers and exchanges in connection with the execution of client equity and options trades, and from dealers and other counterparties in connection with securities lending, account for significant revenue.

As part of our integration of TD Ameritrade, the Company expects to complete the remaining client transitions from TD Ameritrade to Schwab in a final transition group in May of 2024.

This final transition group includes our most active trader accounts which drive significant revenue for TD Ameritrade and are, therefore, important to the revenue of the combined company.

We have experienced unanticipated issues earlier in the integration process that added complexity to our conversion work, including a need to increase capacity of our systems earlier in the integration process beyond our original technology build-out plan and other complexities of technology development.

Though technology development to support the remaining client account transitions is now substantially complete, unanticipated issues could arise, including in relation to the wind-down of certain technology used by our broker-dealer subsidiaries.

In connection with the completed 2023 transitions, the Company experienced attrition in client assets from former TD Ameritrade retail accounts and RIAs that was within our initial estimates when we announced the acquisition.

It is possible that the remaining integration process could result in the loss of clients, including to a greater degree than previously planned or experienced in relation to the 2023 client account conversions.

- Business metrics, such as client cash and net new client assets; and

These

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

Certain securities in our investment portfolio, the floating rate loans we offered, and 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.

While we have substantially transitioned our financial models and systems away from LIBOR, in limited circumstances we still use LIBOR.

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).

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

This could result in different financial performance for previously booked transactions.

The calculation of interest rates under the replacement benchmarks could also impact our net interest revenue.

LIBOR may also perform differently during the phase-out period than in the past which could result in lower interest payments and a reduction in the value of certain securities in our investment portfolio.

In addition, further operational work will be required to transition our legacy loan portfolio to alternate reference rates.

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

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.

Losses reimbursed to clients under our

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

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

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.

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.

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

The success of our TD Ameritrade acquisition will continue to depend, in significant part, on our ability to realize the anticipated cost savings and other benefits from integrating the businesses of Schwab and TD Ameritrade which is subject to certain risks.

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

We will need to continue to hire a significant number of technology personnel and contract staff and rely on a number of critical technology vendors in order to complete the integration work relating to technology platforms and systems within the target timeframe.

In addition, we may still experience some delays in acquiring the technology and infrastructure components needed for the integration.

We have to make certain assumptions for integration planning and subsequent changes to integration plans impact the timing and cost of the integration.

For example, as a result of the higher levels of trading volumes that we recently experienced, we had to increase capacity from the original technology build-out plan.

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

In addition, at times the attention of certain members of our management and other resources may be diverted from integration work to critical day-to-day business operations.

We may also encounter challenges integrating TD Ameritrade technologies into Schwab platforms.

Any of these factors could make timely achievement of integration milestones more challenging, particularly with regard to technology and systems.

We will continue to incur significant integration costs in connection with the integration of TD Ameritrade.

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

Uncertainty about the effect of the TD Ameritrade integration on Schwab and TD Ameritrade employees may impair our ability to attract, retain and motivate personnel.

Employee retention may be particularly challenging during the integration process, as employees of Schwab and TD Ameritrade may experience uncertainty about their future roles with the combined business.

If employees of Schwab or TD Ameritrade depart, the integration of the companies may be more difficult and the combined business may be harmed.

Furthermore, we may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the businesses of Schwab or TD Ameritrade, and our ability to realize the anticipated benefits of the acquisition may be adversely affected.

In addition, there could be disruptions to or distractions for the workforce and management associated with integrating employees into Schwab.

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

Based on the anticipated synergies between Schwab and TD Ameritrade, we expect the acquisition to be accretive to our earnings per share in the third year following completion of the merger.

However, future events and conditions could reduce or delay the accretion that is currently projected or result in the acquisition being dilutive to our earnings per share, including adverse changes in market conditions, additional transaction and integration related costs and other factors such as the failure to realize some or all of the benefits anticipated in the acquisition.

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

- Expected benefits from the TD Ameritrade [removed: and other completed acquisitions; and] [added: acquisition;] expected timing for the TD Ameritrade client [removed: transitions] [added: transitions; deal-related asset attrition; and cost estimates and timing, including acquisition and integration-related costs, capital expenditures, cost synergies, and exit and other related costs] (see Business [removed: and Asset Acquisitions] [added: Acquisition] in Part [removed: I,] [added: I –] Item 1; Overview [removed: – Business and Asset Acquisitions] [added: –Integration of TD Ameritrade] in Part [removed: II,] [added: II –] Item 7; [removed: Business Acquisitions in Part II, Item 8 – Note 3;] and Exit and Other Related Liabilities in Part [removed: II,] [added: II –] Item 8 – Note [removed: 16);][added: 15);]

- The [added: outcome and] impact of legal proceedings and regulatory matters (see Legal Proceedings in Part [removed: I,] [added: I –] Item 3; and Commitments and Contingencies in Part [removed: II,] [added: II –] Item 8 – Note [removed: 15);][added: 14);]

- [removed: Investments] [added: Anticipated expenses and investments] to support [added: business] growth [added: and growth] in our client base (see Overview [added: and Results of Operations – Total Expenses Excluding Interest] in Part [removed: II,] [added: II –] Item 7);

- The expected impact of proposed [added: and final] rules (see [added: Regulation in Part I – Item 1; and] Current Regulatory [removed: Environment] and [removed: other Developments);][added: Other Developments in Part II – Item 7);]

- Net interest revenue; [removed: and] the adjustment of rates paid on client-related [removed: liabilities] [added: liabilities; and outstanding balances and the use of supplemental funding] (see Results of Operations – Net Interest Revenue in Part [removed: II,] [added: II –] Item 7);

- Capital expenditures (see Results of Operations – Total Expenses Excluding Interest in Part [removed: II,] [added: II –] Item 7);

- [removed: The phase-out of] [added: Impact from] the [removed: use] [added: phase-out] of LIBOR (see Risk Management – [removed: Expected] Phase-out of LIBOR in Part [removed: II,] [added: II –] Item 7);

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

- Capital management; the return of capital to stockholders; [removed: and] the migration of IDA balances to our balance [removed: sheet] [added: sheet; expectations about capital requirements, including AOCI, and meeting those requirements; and plans regarding capital and dividends] (see Capital Management – Regulatory Capital Requirements in Part [removed: II,] [added: II –] Item 7; and Commitments and Contingencies in Part [removed: II,] [added: II –] Item 8 – Note [removed: 15);][added: 14);]

- The expected impact of new accounting standards not yet adopted (see Summary of Significant Accounting Policies in Part [removed: II,] [added: II –] Item 8 – Note 2); and

- The likelihood of indemnification and guarantee payment obligations and clients failing to fulfill contractual obligations (see Commitments and Contingencies in Part [removed: II,] [added: II –] Item 8 – Note [removed: 15] [added: 14] and Financial Instruments Subject to Off-Balance Sheet Credit Risk – Client Trade Settlement in Note 17).

- General market conditions, including [removed: equity valuations and] the level of interest [removed: rates;][added: rates and equity market valuations;]

- The level and mix of client trading [removed: activity;][added: activity, including daily average trades, margin balances, and balance sheet cash;]

- Client sensitivity to [added: deposit] rates;

- Regulatory guidance and adverse impacts from new [removed: legislation] or [removed: rulemaking;][added: changed legislation, rulemaking or regulatory expectations;]

- Adverse developments in litigation or regulatory matters and any related charges; [added: and]

- Potential breaches of contractual terms for which we have indemnification and guarantee [removed: obligations; and][added: obligations.]

Certain of these factors, as well as general risk factors affecting the Company, are discussed in greater detail in Risk Factors in Part [removed: I,] [added: I –] Item 1A.

Accumulated Other Comprehensive Income (AOCI): A component of stockholders’ equity which primarily includes unrealized gains and losses on [removed: available for sale (AFS) securities.][added: AFS securities and securities transferred from the AFS category to the held to maturity (HTM) category.]

Bank deposit account balances (BDA balances): Clients’ uninvested cash balances held off-balance sheet in deposit accounts at unconsolidated third-party financial institutions, pursuant to the IDA agreement and agreements [added: formerly in effect] with other third-party financial institutions.

Client cash as a percentage of client assets: Calculated as the value, at the end of the reporting period, of all money market fund balances, bank [removed: deposits,] [added: deposits excluding brokered CDs issued by CSB,] Schwab One® balances, BDA balances, and certain cash equivalents divided by client assets.

Core net new client assets: Net new client assets before significant one-time inflows or outflows, such as acquisitions/divestitures or extraordinary flows (generally greater than $10 billion) relating to a specific [removed: client.][added: client, and activity from off-platform brokered CDs issued by CSB.]

Interest-bearing liabilities: Primarily includes bank deposits, payables to brokerage clients, [added: Federal Home Loan Bank borrowings, other] short-term borrowings, and long-term debt on which Schwab pays interest.

U.S. federal banking agencies: Refers to the Federal Reserve, the [removed: OCC,] [added: Office of] the [added: Comptroller of the Currency, the] FDIC, and the CFPB.

Results for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] are as follows:

| Net new client assets (in billions) (1) | | | [removed: (21)%] [added: (17)%] | | | | | | $ | [removed: 406.9] [added: 337.2] | | | | | $ | [removed: 516.2] [added: 406.9] | | | | | $ | [removed: 1,952.5] [added: 516.2] | |

| Core net new client assets (in billions) | | | [removed: (23)%] [added: (29)%] | | | | | | $ | [removed: 427.7] [added: 305.7] | | | | | $ | [removed: 558.2] [added: 427.7] | | | | | $ | [removed: 281.9] [added: 558.2] | |

| Client assets (in billions, at year end) | | | [removed: (13)%] [added: 21%] | | | | | | $ | [removed: 7,049.8] [added: 8,516.6] | | | | | $ | [removed: 8,138.0] [added: 7,049.8] | | | | | $ | [removed: 6,691.7] [added: 8,138.0] | |

| Average client assets (in billions) | | | [removed: (3)%] [added: 7%] | | | | | | $ | [removed: 7,292.8] [added: 7,793.8] | | | | | $ | [removed: 7,493.8] [added: 7,292.8] | | | | | $ | [removed: 4,579.0] [added: 7,493.8] | |

| New brokerage accounts (in thousands) [removed: (2)] | | | [removed: (45)%] [added: (6)%] | | | | | | [removed: 4,044] [added: 3,806] | | | | | | [removed: 7,306] [added: 4,044] | | | | | | [removed: 18,627] [added: 7,306] | | |

| Active brokerage accounts (in thousands, at year end) | | | [removed: 2%] [added: 3%] | | | | | | [removed: 33,758] [added: 34,838] | | | | | | [removed: 33,165] [added: 33,758] | | | | | | [removed: 29,629] [added: 33,165] | | |

| Assets receiving ongoing advisory services (in billions, at year end) | | | [removed: (10)%] [added: 18%] | | | | | | $ | [removed: 3,673.2] [added: 4,338.8] | | | | | $ | [removed: 4,064.4] [added: 3,673.2] | | | | | $ | [removed: 3,300.1] [added: 4,064.4] | |

| Client cash as a percentage of client assets (at year end) [added: (2)] | | | | | | | | | [removed: 12.3] [added: 10.5] | | % | | | | [removed: 10.9] [added: 12.2] | | % | | | | [removed: 12.3] [added: 10.9] | | % |

| Total net revenues | | | [removed: 12%] [added: (9)%] | | | | | | $ | [removed: 20,762] [added: 18,837] | | | | | $ | [removed: 18,520] [added: 20,762] | | | | | $ | [removed: 11,691] [added: 18,520] | |

| Total expenses excluding interest | | | [removed: 5%] [added: 10] | | [added: %] | | | | [removed: 11,374] [added: $] | [added: 12,459] | | | | | [removed: 10,807] [added: $] | [added: 11,374] | | | | | [removed: 7,391] [added: $] | [added: 10,807] | |

| Income before taxes on income | | | [removed: 22%] [added: (32)%] | | | | | | [removed: 9,388] [added: 6,378] | | | | | | [removed: 7,713] [added: 9,388] | | | | | | [removed: 4,300] [added: 7,713] | | |

| Taxes on income | | | [removed: 19%] [added: (41)%] | | | | | | [removed: 2,205] [added: 1,311] | | | | | | [removed: 1,858] [added: 2,205] | | | | | | [removed: 1,001] [added: 1,858] | | |

| Net income | | | [removed: 23%] [added: (29)%] | | | | | | $ | [removed: 7,183] [added: 5,067] | | | | | $ | [removed: 5,855] [added: 7,183] | | | | | $ | [removed: 3,299] [added: 5,855] | |

| Preferred stock dividends and other | | | [removed: 11%] [added: (24)%] | | | | | | [removed: 548] [added: 418] | | | | | | [removed: 495] [added: 548] | | | | | | [removed: 256] [added: 495] | | |

- The impact from adjustments related to the Market Risk Rule (see Regulation in Part I – Item 1);

- Actions to streamline our operations and our expectation of incremental run-rate cost savings and the timing and amount of associated exit and related costs (see Overview – Other in Part II – Item 7; and Exit and Other Related Liabilities in Part II – Item 8 – Note 15);

- Management of interest rate risk; the impact of changes in interest rates on net interest margin and revenue, bank deposit account fee revenue, economic value of equity, and liability and asset duration (see Risk Management in Part II – Item 7);

- Our ability to access and use supplemental funding sources;

As a Category III banking organization, CSC has elected to exclude AOCI from CET1 Capital.

| | | | Percent Change 2022-2023 | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

(1) 2023 includes net inflows of $32.5 billion from off-platform brokered CDs issued by CSB and $12.0 billion from a mutual fund clearing services client and outflows of $13.0 billion from an international relationship.

(2) Beginning in 2023, client cash as a percentage of client assets excludes brokered CDs issued by CSB.

Prior periods have been recast to reflect this change.

(3) Beginning in 2023, adjustments made to GAAP financial measures also include restructuring costs.

2023 Compared to 2022

Through an uneven environment in 2023, with shifting views on the trajectory of the U.S. economy, persistent geopolitical unrest, and turmoil beginning early in the year within the banking sector, our “no trade-offs” value proposition continued to

resonate with investors.

The Federal Reserve raised the Federal Funds rate four times in the first three quarters of 2023 for a total of 100 basis points before holding rates unchanged since July.

Although equity markets were volatile during 2023,

ultimate returns were strong with the S&P 500® rising 24% and the NASDAQ Composite® increasing 43%.

Investor sentiment was also volatile throughout 2023; strongly bearish in the first quarter before recovering in the second, then declining again in the third quarter.

Investor sentiment recovered significantly in the fourth quarter to end the year with a solid bullish viewpoint.

Despite this mixed sentiment, our clients remained engaged with the markets and with Schwab.

Clients entrusted us with $305.7 billion in core net new assets in 2023.

Total client assets reached $8.52 trillion as of December 31, 2023, rising 21% from year-end 2022 as a result of asset gathering and market gains, partially offset by some expected deal-related attrition from clients originating at TD Ameritrade.

Trading volume declined somewhat from the prior year, as DATs were 5.4 million in 2023, down 9% from 2022.

Clients opened 3.8 million new brokerage accounts, bringing active brokerage accounts to 34.8 million at year-end, up 3% year-over-year.

Clients sought to take advantage of higher market interest rates in 2023, and we saw significant client cash reallocation from our sweep products into higher-yielding alternatives offered by Schwab.

While bank sweep deposits and payables to brokerage clients decreased by a total of $126.1 billion during 2023, client assets invested in Schwab’s proprietary money market funds and fixed income securities increased by a total of $383.8 billion.

Schwab’s financial performance during 2023 reflected the challenges of navigating a market environment shaped by the Federal Reserve’s interest rate tightening policy and the follow-on effects stemming from the regional banking crisis beginning in March.

Schwab’s net income totaled $5.1 billion in 2023 and diluted EPS was $2.54, down 29% and 27%, respectively, from the prior year.

Adjusted diluted EPS (1) was $3.13 in 2023, down 20% from $3.90 in 2022.

Total net revenues were $18.8 billion in 2023, down 9% from the prior year as client cash realignment activity impacted our net interest revenue.

Net interest revenue was $9.4 billion in 2023, down 12% from the prior year, as the benefits of rising rates were more than offset by increased utilization of higher-cost supplemental funding and lower interest-earning assets.

Asset management and administration fees totaled $4.8 billion in 2023, rising 13% from 2022, primarily as a result of growth in money market funds, as well as improvement in equity markets and growth in our other proprietary fund products, partially offset by lower balances of certain third-party funds.

Trading revenue was $3.2 billion in 2023, down 12% from 2022, due primarily to mix of client trading activity and overall lower trading volume.

Bank deposit account fee revenue was $705 million in 2023, down 50% from the prior year due to lower average BDA balances and lower net yields, as well as $97 million in one-time breakage fees related to ending our arrangements with certain third-party banks in the first quarter of 2023.

BDA balances totaled $97.5 billion at December 31, 2023, down 23% from year-end 2022 due primarily to client cash allocation decisions.

Total expenses excluding interest were $12.5 billion in 2023, increasing 10% from 2022.

This increase was due primarily to restructuring charges incurred in the second half of 2023, higher regulatory fees and assessments due primarily to an increase in FDIC assessments including the recognition of a $172 million special assessment in the fourth quarter, as well as higher expenses for compensation and benefits and depreciation and amortization, due primarily to growth in average headcount and investment in technology to support growth in our client base and the TD Ameritrade integration.

Adjusted total expenses (1) were $11.0 billion in 2023, higher by 6% from 2022.

Acquisition and integration-related costs were $401 million in 2023, up 2% from 2022, and amortization of acquired intangibles was $534 million, down 10% from 2022 as certain assets from the TD Ameritrade acquisition were fully amortized beginning in the fourth quarter of 2022.

Beginning in the third quarter of 2023, adjusted total expenses (1) also excludes restructuring costs, which totaled $495 million in 2023, related to efforts to achieve run-rate cost savings in preparation for post-integration of TD Ameritrade.

Return on average common stockholders’ equity was 16% for 2023, down from 18% in 2022.

- Cost estimates and timing related to the TD Ameritrade integration, including acquisition and integration-related costs and capital expenditures, cost synergies, and exit and other related costs (see Overview – Business and Asset Acquisitions in Part II, Item 7; Results of Operations – Total Expenses Excluding Interest; and Exit and Other Related Liabilities in Part II, Item 8 – Note 16);

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- LIBOR trends;

- Client activity, including daily average trades; margin balances; and balance sheet cash.

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

Our consolidated financial statements include the results of operations and financial condition of TD Ameritrade beginning on October 6, 2020, as discussed below.

| | | | Growth Rate 1-Year 2021-2022 | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

2020 includes inflows of $1.6 trillion related to the acquisition of TD Ameritrade, $79.9 billion related to the acquisition of the assets of USAA-IMCO, $8.5 billion related to the acquisition of Wasmer Schroeder, and $10.9 billion from a mutual fund clearing services client.

(2) 2020 includes 14.5 million new brokerage accounts related to the acquisition of TD Ameritrade and 1.1 million new brokerage accounts related to the acquisition of assets from USAA-IMCO.

2021 Compared to 2020

Schwab delivered strong growth and financial performance in 2021, consistently executing on our “Through Clients’ Eyes” strategy throughout a fluctuating macroeconomic environment.

Early in 2021 we saw strengthened investor optimism, fueled by an advancing economic recovery and signs of improvement in the COVID-19 pandemic.

As the year progressed, debates increased over the pace of economic growth, the path of inflation, and the ultimate impact of multiple global market disruptions.

After major equity indices rose throughout the first half of 2021, they were essentially flat during the summer months before ending the year at near-record levels.

While short-term interest rates remained near zero throughout 2021, longer-term rates began to rise initially, then eased and rose again as the 10-year Treasury yield finally ended 2021 at 1.52%, up 59 basis points from year-end 2020.

Investors were actively engaged with the markets throughout 2021, including extraordinary trading volume in the first quarter, and client activity throughout the remainder of the year also generally exceeded the fourth quarter of 2020 when we included TD Ameritrade in our results for the first time.

Asset gathering was strong throughout 2021, as core net new assets totaled $558.2 billion, representing an 8% annual organic growth rate from year-end 2020.

We ended 2021 with $8.14 trillion in client assets and 33.2 million brokerage accounts, representing increases of 22% and 12%, respectively, from December 31, 2020.

Even as we worked to support heightened levels of client activity during 2021, the Company continued to drive progress across our key strategic priorities of scale and efficiency, win-win monetization, and segmentation.

Schwab produced strong financial performance during 2021, reflecting consistent execution of our strategy, strong client engagement, and a generally supportive macroeconomic backdrop.

Net income totaled $5.9 billion during 2021, increasing 77% from 2020, while diluted EPS amounted to $2.83, increasing 33% from the prior year.

Adjusted diluted EPS (1) amounted to $3.25, increasing 33% from 2020.

Comparisons of our financial results in 2021 with those of 2020 were significantly impacted by the first full-year inclusion of TD Ameritrade in 2021.

Total net revenues increased 58% from 2020 to reach $18.5 billion in 2021, supported by growth across all of our major revenue streams.

Net interest revenue totaled $8.0 billion in 2021, increasing 31% from 2020 primarily due to the inclusion of TD Ameritrade as well as significant growth in interest-earning assets, including rising investment portfolio balances and increased utilization of our range of lending products, partially offset by lower average yields.

Asset management and administration fees grew 23% over the prior year to reach $4.3 billion due to the inclusion of TD Ameritrade as well as rising balances in advice solutions and both proprietary and third-party mutual funds and ETFs, partially offset by lower revenue on money market funds.

Trading revenue was $4.2 billion in 2021, nearly three times the prior year total of $1.4 billion, as the full-year inclusion of TD Ameritrade and the overall strong trading environment drove a significant increase in DATs.

Trading revenue was also helped in 2021 by a higher proportion of derivatives trades, which contributed to higher revenue per trade.

A full year of bank deposit account fees totaled $1.3 billion in 2021.

BDA balances totaled $158.6 billion at December 31, 2021, down 3% from the year-end 2020 balance of $163.5 billion, reflecting migrations to Schwab’s balance sheet during 2021.

Total expenses excluding interest were $10.8 billion in 2021, increasing 46% from 2020 due to the full-year inclusion of TD Ameritrade’s results as well as higher compensation and benefits expense, which was driven by additional headcount to support our expanding client base and a higher bonus accrual, as well as merit increases and a 5% employee salary increase we implemented at the end of the third quarter of 2021.

During 2021, acquisition and integration-related costs were $468 million, increasing from $442 million in 2020, and amortization of acquired intangible assets totaled $615 million, rising from $190 million in 2020.

Exclusive of these items, adjusted total expenses (1) were $9.7 billion in 2021, increasing 44% from 2020.

Return on average common stockholders’ equity was 11% in 2021, growing from 9% in 2020, and ROTCE (1) was 22% in 2021, up from 15% in 2020.

The increases in both return on average common stockholders’ equity and ROTCE were primarily a result of significantly higher net income in 2021.

Total balance sheet assets rose to $667.3 billion at December 31, 2021, increasing 22% from year-end 2020, driven primarily by client asset flows, as well as $10.6 billion in BDA balance migrations.

We also added a net $10.2 billion to outstanding short-term borrowings and long-term debt for liquidity management purposes, and increased preferred stock by a net $2.3 billion to help support continued business growth.

The Company’s Tier 1 Leverage Ratio was 6.2% at year-end 2021.

Though significantly heightened client activity levels during the first quarter of 2021 impacted our service quality at times, we took multiple actions to better deliver the service experience our clients deserve and rely on, including enhancing online self-service capabilities, streamlining our call-routing processes, and increasing hiring.

Our efforts began yielding results early in 2021, with significant improvement in client service levels by the end of the first quarter of 2021, and our service levels continued to be improved throughout the remainder of 2021 as client activity moderated.

For a discussion of the quantitative and qualitative disclosures about market risk, see Risk Management in Part [removed: II,] [added: II –] Item 7.

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At December 31, [removed: 2022,] [added: 2023,] Schwab had [removed: $7.05] [added: $8.52] trillion in client assets, [removed: 33.8] [added: 34.8] million active brokerage accounts, [removed: 2.4] [added: 5.2] million [removed: corporate retirement] [added: workplace] plan [removed: participants,] [added: participant accounts,] and [removed: 1.7] [added: 1.8] million banking accounts.

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: $60] [added: $65] trillion, which means the Company’s [removed: $7.05] [added: $8.52] trillion in client assets leaves substantial opportunity for growth.

- Operating Structure – Providing [removed: bank] [added: bank, wealth,] and asset management services to broker-dealer clients helps serve a wider array of needs, thereby deepening relationships, enhancing the stability of client assets, and enabling diversified revenue streams.

Effective October 6, 2020, the Company completed its acquisition of TD Ameritrade Holding [removed: Corporation] [added: Corporation, now TD Ameritrade Holding LLC] (TDA Holding) and its consolidated subsidiaries (collectively referred to as “TD Ameritrade” or “TDA”).

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

TD Ameritrade’s sources of net revenues [added: have] primarily [removed: consist] [added: consisted] of trading revenue, net interest revenue, bank deposit account fees, and asset management and administration [removed: fees.][added: fees, which are reflected in our consolidated results.]

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, [added: Inc. branch locations.]

Integration activities [removed: such as preparation] for [added: the final] client [removed: transitions] [added: transition event] and selective role reductions are expected to [removed: continue through the remaining integration process.][added: be completed in 2024.]

The Company [removed: is] [added: has] generally [removed: adopting] [added: adopted] Schwab platforms and systems, though [removed: we’re leveraging] [added: we’ve leveraged] certain material advantages in TD Ameritrade’s platforms, as exemplified by our [removed: retention] [added: comprehensive integration] of TD Ameritrade’s thinkorswim® and thinkpipes® trading platforms, education, and tools into our offerings for retail and RIA clients.

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

Concurrently with the execution of the Agreement and Plan of Merger, dated as of November 24, 2019, as amended (the Merger Agreement), CSC entered into an amended and restated insured deposit account agreement with [added: TD Bank USA, National Association and TD Bank, National Association (together,] the TD Depository [removed: Institutions] [added: Institutions)] (the [added: 2019] IDA [removed: agreement).][added: agreement), which became effective October 6, 2020.]

[removed: In] [added: Consistent with the 2019 IDA agreement, in] accordance with the [added: 2023] IDA agreement, [removed: which became effective October 6, 2020,] cash held in eligible brokerage client accounts is swept off-balance sheet to deposit accounts at the TD Depository Institutions.

Under the [added: 2023] IDA agreement, the service fee on client cash deposits held at the TD Depository Institutions [removed: was reduced, relative to TD Ameritrade’s agreement prior to acquisition, by 40%, from 25 basis points to] [added: remains at] 15 basis [removed: points for the life of] [added: points, as it was in] the [removed: agreement, which applies across all designated fixed and floating] [added: 2019] IDA [removed: balances.][added: agreement.]

See [removed: also “Part] [added: Part] II – Item 7 – [removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7) –] Capital [removed: Management”] [added: Management] and Item 8 – Note [removed: 15] [added: 14] for additional information on the [added: 2023] IDA agreement.

The accounting policies of the reportable segments are the same as those described in [added: Part II –] Item 8 – Note 2.

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

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

[removed: These] [added: We offer referrals to independent] RIAs [removed: provide] [added: in the Schwab Advisor Network® for clients seeking] personalized portfolio management, financial planning, and wealth management solutions.

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 [removed: ThomasPartners] [added: ThomasPartners®] Investment [removed: Management®] [added: Management] Strategies.

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

Schwab Intelligent Portfolios Premium®, a hybrid advisory service, offers clients an advisory service which combines [added: our robo-advice technology with] unlimited guidance provided by a CERTIFIED FINANCIAL PLANNER™ [removed: and our robo-advice technology] to make financial and investment planning more accessible to investors.

Our solutions include simple, free digital retirement calculators, our complimentary digital Schwab [removed: Plan™] [added: 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 trading clients, Schwab offers integrated web-, mobile-, and software-based trading platforms, real-time market data, options trading, premium research, and multi-channel access, as well as sophisticated account and trade management features, risk management tools, and dedicated service [removed: support.][added: support – all at highly competitive pricing.]

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

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 30 different stock slices at once, from the S&P 500®, [removed: commission-free through our online channels.]

Management believes that we can maintain our [removed: market] [added: competitive] position primarily through the efforts of our sales, support, technology, and business consulting [removed: service] teams, which are dedicated to helping RIAs grow, compete, and succeed in serving their clients.

The Advisor Services website is the core platform for RIAs to conduct daily business activities online with Schwab, including viewing and managing client account information and accessing news and market [added: information.]

We conduct industry research on an ongoing basis, and hold a series of events and conferences every year to discuss topics of interest to RIAs, including business [removed: strategies and best practices.]

The Company [removed: is working to integrate thinkpipes] [added: recently launched the thinkpipes® trading platform, which offers real-time charting and efficient trading and allocation,] into its ongoing [removed: offerings] [added: offerings,] as well as [removed: TD Ameritrade Institutional’s] [added: our] customizable portfolio rebalancing solution, iRebal®, as part of our offering for RIA clients.

Retirement Business Services provides trust, custody, [added: brokerage,] and [removed: retirement business] [added: software] services to independent retirement plan advisors and independent recordkeepers.

The Company and independent retirement plan providers work together to serve plan sponsors, combining the consulting and administrative expertise of the administrator with our investment, technology, [added: brokerage,] trust, and custodial services.

[added: Through] Retirement Business [added: Services, retirement plan assets are held at Charles Schwab Trust Bank (Trust Bank) or trusteed by a separate, independent trustee, or through brokerage accounts at CS&Co. Retirement Business] Services also offers the Schwab Personal Choice Retirement Account®, a self-directed brokerage offering for retirement plans.

Trading revenue includes commissions earned for executing trades for clients in certain individual equities, options, futures, fixed income securities, and certain third-party mutual funds and ETFs; order flow revenue; and principal [removed: transaction] [added: transactions] revenue earned primarily from actions to support client trading in fixed income securities.

Under [removed: this] [added: the IDA] agreement, uninvested cash within eligible brokerage client accounts is swept off-balance sheet to deposit accounts at the TD Depository Institutions.

[removed: In addition to the activities that a savings and loan holding] company that has not elected to be treated as an FHC is permitted to conduct, [removed: the Company] [added: an FHC] may [removed: now] also engage in activities that are financial in nature or incidental to a financial activity (FHC Activities), including underwriting, dealing and making markets in securities, various insurance underwriting activities, and making merchant banking investments in non-financial companies.

[removed: On March 20, 2020,] CSB and CSPB [removed: converted from federal savings associations headquartered in Henderson, Nevada to] [added: are] Texas-chartered savings banks headquartered in Westlake, [removed: Texas.][added: Texas, and Trust Bank is a Nevada-chartered savings bank.]

Banking organizations are subject to the regulatory capital rules issued by the Federal Reserve and other U.S. banking regulators, including the Office of the Comptroller of the Currency [removed: (OCC)] and the FDIC.

As of December 31, [removed: 2022,] [added: 2023,] CSC had total consolidated assets of approximately [removed: $552] [added: $493] billion and cross-jurisdictional activity of approximately [removed: $29] [added: $25] billion.

Capital requirements for Category III banking organizations include the generally applicable risk-based capital and Tier 1 leverage ratio requirements (the “standardized approach” framework), the minimum 3.0% supplementary leverage ratio, the [added: stress capital buffer (CSC), the capital conservation buffer (banking subsidiaries), and the] countercyclical capital buffer, which is currently [removed: 0%, and the stress capital buffer.][added: 0%.]

As discussed below, starting in 2022, CSC, as a large savings and loan holding company became subject to the stress capital buffer requirement, which applies to risk-based capital ratios [removed: (CET1,] [added: (Common Equity] Tier 1 Capital, [added: Tier 1 Capital,] and Total Capital).

Business Acquisition

Over the course of 2023, the Company transitioned approximately $1.6 trillion in client assets across more than 15 million client accounts, including 7,000 RIAs, from TD Ameritrade to the Schwab platform across four transition groups.

The Company has now completed the transition of RIAs and approximately 90% of all TD Ameritrade client accounts, and we expect to complete the remaining client transitions from TD Ameritrade to Schwab in a final transition group in May 2024.

The TD Ameritrade broker-dealers, TD Ameritrade, Inc. and TDAC, will continue to serve their remaining clients prior to the final transition event, and the Company plans to subsequently wind-down the operations of the TD Ameritrade broker-dealers in 2024.

Recently, we launched Schwab Trading Powered by Ameritrade™, a reimagined trading experience made possible by the combination of the thinkorswim trading platform with Schwab’s trading capabilities on Schwab.com and Schwab Mobile.

See Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7) – Overview and Part II – Item 8 – Financial Statements and Supplementary Date (Item 8) – Note 15 for additional information on our integration of TD Ameritrade.

On May 4, 2023, the Company executed the Second Amended and Restated Insured Deposit Account Agreement (2023 IDA agreement) with the TD Depository Institutions that replaced and superseded the 2019 IDA agreement.

- Alternative investments – access to a variety of third-party alternative investments such as private equity and real estate on Schwab’s alternative investment platforms – Schwab Alternative Investment OneSource® and Schwab Alternative Investment Marketplace.

To better meet the differentiated needs of our more affluent clients, we offer Schwab Private Client Services™ for clients with $1 million – $10 million and Schwab Private Wealth Services™ for clients with $10 million or more in total assets.

Clients enrolled in these offerings have access to a dedicated relationship and service team, specialists, expedited processing, pricing discounts and product access.

Schwab Personalized Indexing® takes index investing a step further by allowing clients to own individual stocks that reflect the characteristics of an index in a professionally managed solution, enabling greater customization and tax efficiency.

In 2023, we introduced Schwab Trading Powered by Ameritrade™, which brings together the best of Schwab and Ameritrade’s trading platforms, comprehensive education and specialized service.

Schwab’s international business offers clients outside the U.S. the ability to invest in U.S. markets.

For clients living inside the U.S., it offers multicurrency and foreign exchange trading.

For all clients, it offers trading in foreign stocks.

commission-free through our online channels.

We also offer Schwab Investing Themes™, a thematic investing offer that uses proprietary research and technology to identify trends, opportunities, and relevant companies and group them into themes in which clients can invest in just a few clicks.

strategies and best practices.

As part of our integration of TD Ameritrade, we have successfully added some of the best features from TD Ameritrade into our ongoing offerings.

In addition to the activities that a savings and loan holding

capital.

In July 2023, the Federal Reserve, together with the Office of the Comptroller of the Currency and the FDIC, issued a notice of proposed rulemaking with amendments to the regulatory capital rules.

Among other things, the proposed rules would require us to include AOCI in regulatory capital and to calculate our risk-weighted assets using a revised risk-based approach, a component of which is based on operational risk, phased in over a three-year transition period beginning July 1, 2025 and ending July 1, 2028.

See Part II – Item 7 – Current Regulatory and Other Developments and Part II – Item 7 – Capital Management for additional information on these proposed regulatory changes.

The U.S. Liquidity Coverage Ratio (LCR) rule is designed to promote resiliency of the banking sector by requiring that certain large U.S. banking organizations (Covered Companies) maintain a liquidity risk profile which ensures that they have sufficient High Quality Liquid Assets (HQLA), such as central bank reserves, certain government securities, and eligible corporate debt that can be converted easily and quickly to cash, to survive a significant stress event lasting 30 days.

The LCR rule requires Covered Companies, including Schwab, to maintain an amount of HQLA that are unencumbered and controlled by the Covered Company’s liquidity management function sufficient to meet a designated percentage of their total stressed net cash outflows over a prospective 30 calendar-day period, as calculated in accordance with the LCR rule.

Schwab is subject to the LCR and public disclosure requirement on a consolidated basis.

On a quarterly basis the Company is required to disclose the average daily LCR over the quarter, and the Company also discloses quantitative and qualitative information over certain portions of the Company’s LCR components.

Under the LCR rule, Schwab is required to maintain HQLA to cover 100% of the total stressed net cash outflows on a daily basis.

In addition, HQLA that are held at the Company’s bank subsidiaries in excess of the subsidiaries’ total net cash outflows, and are not transferable to non-bank affiliates, are excluded by rule from the Company’s eligible HQLA.

Under the NSFR rule, Schwab is required to maintain ASF in an amount equal to 100% of its RSF on an ongoing, daily basis.

Reserve’s 2022 CCAR.

Based on the results of the Federal Reserve’s 2023 CCAR, a 2.5% stress capital buffer continues to be applicable to Schwab for the four-quarter period that began October 1, 2023.

In August 2023, the Federal Reserve, together with the Office of the Comptroller of the Currency and the FDIC, issued a proposed rulemaking on long-term debt requirements for certain large banking organizations.

See Part II – Item 7 – Current Regulatory and Other Developments for discussion of the rule proposal.

In August 2023, the FDIC issued a proposal to revise its rule on insured depository institution resolution planning.

The proposal would revise the requirements regarding the content and timing of resolution submissions.

Covered insured depository institutions would be required to file their respective resolution plans or informational filings biennially with supplemental information to be provided in off-years, starting in 2025 if the rule is finalized as proposed.

In November 2023, the FDIC approved a special assessment to recover losses incurred by the DIF in 2023; see Part II – Item 7 – Current Regulatory and Other Developments for additional information regarding the special assessment.

In October 2023, the Federal Reserve, together with the Office of the Comptroller of the Currency and the FDIC, issued a final rule that makes extensive revisions to the regulations implementing the CRA.

Business and Asset Acquisitions

- TDA’s trading revenue includes commissions earned on trades of certain securities and derivatives, as well as order flow revenue.

- TDA’s net interest revenue is primarily generated through margin lending, securities lending, and segregated and operating cash and investments.

Interest-bearing liabilities primarily consist of payables to brokerage clients and short-term borrowings.

- Bank deposit account fees are earned primarily through an insured deposit account agreement with TD Bank USA, National Association and TD Bank, National Association (together, the TD Depository Institutions) described below.

- TDA’s asset management and administration fees includes revenue earned on client assets invested in money market funds, other mutual funds, and certain investment programs.

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

*Integration Overview*

At the time the acquisition closed, TDA had approximately $1.6 trillion in client assets and approximately 14.5 million brokerage accounts.

We continue to combine the respective strengths of Schwab and TD Ameritrade and invest in enhanced client experience capabilities to further our financial success for the benefit of clients, employees, and stockholders.

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.

CS&Co, as well as TD Ameritrade, Inc. and TDAC, will continue to operate as separate broker-dealers to serve their respective clients while integration work continues.

See “Part II – Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements” (Item 8) – Note 3 for more information on the TD Ameritrade acquisition.

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

On May 26, 2020, the Company completed its acquisition of the assets of USAA’s Investment Management Company (USAA-IMCO).

Along with the asset purchase agreement, the companies entered into a long-term referral agreement that makes Schwab the exclusive provider of wealth management and investment brokerage services for USAA members.

The USAA-IMCO acquisition has added scale to the Company’s operations through the addition of 1.1 million brokerage and managed portfolio accounts with approximately $80 billion in client assets at the acquisition date.

The transaction also provides Schwab the opportunity to further expand our client base by serving USAA’s members through the long-term referral agreement.

See Item 8 – Note 3 for more information on the USAA-IMCO acquisition.

During 2020, the Company completed its acquisition of technology and intellectual property of Motif, a financial technology company.

The Motif assets are helping us build on our existing capabilities and 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 added established strategies and new separately managed account offerings to our fixed income lineup.

We also offer referrals to an independent RIA in the Schwab Advisor Network®.

For clients seeking a relationship in which investment decisions are fully delegated to a financial professional, Schwab offers several alternatives.

The positive impact strategies utilize socially responsible investing, or a general investing strategy that considers not only traditional measures of risk and return, but environmental, social, and corporate governance (ESG) factors as well.

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.

For U.S. clients wishing to invest in foreign equities, Schwab offers a suite of global investing capabilities, including online access to certain foreign equity markets with the ability to trade in their local currencies.

In 2022, we re-launched in-person events to engage with retail and institutional clients after maintaining virtual events during the unprecedented environment seen in 2020 and 2021.

information.

For RIAs on the TD Ameritrade Institutional platform, TD Ameritrade’s thinkpipes® trading platform offers a multitude of features, including real-time charting and efficient trading and allocation.

Retirement plan assets are held at Charles Schwab Trust Bank (Trust Bank) or trusteed by a separate, independent trustee.

Trust Bank is a Nevada-chartered savings bank.

As revised by the interagency regulatory capital and liquidity rules, Category III banking organizations with less than $75 billion in average weighted short-term wholesale funding and their depository institution subsidiaries with $10 billion or more in total consolidated assets are subject to a reduced liquidity coverage ratio (LCR) rule requiring them to hold high quality liquid assets (HQLA) in an amount equal to at least 85% of their projected net cash outflows over a prospective 30-calendar-day period of acute liquidity stress, calculated on each business day.

If an institution’s average weighted short-term wholesale funding over the four most recent quarters is $75 billion or more, it will be required to comply with the full LCR rule and hold HQLA in an amount equal to 100% of its projected 30-day net cash outflows and will also be subject to daily (instead of monthly) liquidity reporting.

We exceeded the $75 billion threshold as of the quarter ended March 31, 2021, and became subject to daily liquidity reporting on July 1, 2021, and the full LCR rule on October 1, 2021.

Category III banking organizations with less than $75 billion in average weighted short-term wholesale funding and their depository institution subsidiaries with $10 billion or more in total consolidated assets are required to maintain ASF in an amount at least equal to 85% of its RSF on an ongoing, daily basis.

As a result of our average weighted short-term wholesale funding exceeding the $75 billion threshold, we became subject to daily reporting of the NSFR to the Federal Reserve on July 1, 2021, and became subject to the full (100%) NSFR on October 1, 2021.

For a discussion of legal proceedings, see [added: Part II –] Item 8 – Note [removed: 15.][added: 14.]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the voting stock held by non-affiliates of the registrant was [removed: $107.7] [added: $94.1] billion.

As of January 31, [removed: 2023, 1,791,448,377] [added: 2024, 1,773,475,323] shares of $.01 par value Common Stock and 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: 18, 2023,] [added: 23, 2024,] by reference to that document.

For Fiscal Year Ended December 31, [removed: 2022][added: 2023]

| Item 1. | | | [removed: [Business](#i7df5609038c0463f9926d91bb067714c_13)] [added: [Business](#i76cb4c088828444d901bacdb25a2a7b4_13)] | | | [removed: [1](#i7df5609038c0463f9926d91bb067714c_13)] [added: [1](#i76cb4c088828444d901bacdb25a2a7b4_13)] | | |

| | | | [General Corporate [removed: Overview](#i7df5609038c0463f9926d91bb067714c_16)] [added: Overview](#i76cb4c088828444d901bacdb25a2a7b4_16)] | | | [removed: [1](#i7df5609038c0463f9926d91bb067714c_16)] [added: [1](#i76cb4c088828444d901bacdb25a2a7b4_16)] | | |

| | | | [Business Strategy and Competitive [removed: Environment](#i7df5609038c0463f9926d91bb067714c_19)] [added: Environment](#i76cb4c088828444d901bacdb25a2a7b4_19)] | | | [removed: [1](#i7df5609038c0463f9926d91bb067714c_19)] [added: [1](#i76cb4c088828444d901bacdb25a2a7b4_19)] | | |

| | | | [Products and [removed: Services](#i7df5609038c0463f9926d91bb067714c_25)] [added: Services](#i76cb4c088828444d901bacdb25a2a7b4_25)] | | | [removed: [3](#i7df5609038c0463f9926d91bb067714c_25)] [added: [3](#i76cb4c088828444d901bacdb25a2a7b4_25)] | | |

| | | | [Sources of Net [removed: Revenues](#i7df5609038c0463f9926d91bb067714c_28)] [added: Revenues](#i76cb4c088828444d901bacdb25a2a7b4_28)] | | | [removed: [6](#i7df5609038c0463f9926d91bb067714c_28)] [added: [6](#i76cb4c088828444d901bacdb25a2a7b4_28)] | | |

| | | | [Human [removed: Capital](#i7df5609038c0463f9926d91bb067714c_34)] [added: Capital](#i76cb4c088828444d901bacdb25a2a7b4_34)] | | | [removed: [11](#i7df5609038c0463f9926d91bb067714c_34)] [added: [11](#i76cb4c088828444d901bacdb25a2a7b4_34)] | | |

| | | | [Available [removed: Information](#i7df5609038c0463f9926d91bb067714c_37)] [added: Information](#i76cb4c088828444d901bacdb25a2a7b4_37)] | | | [removed: [12](#i7df5609038c0463f9926d91bb067714c_37)] [added: [12](#i76cb4c088828444d901bacdb25a2a7b4_37)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i7df5609038c0463f9926d91bb067714c_40)] [added: Factors](#i76cb4c088828444d901bacdb25a2a7b4_40)] | | | [removed: [12](#i7df5609038c0463f9926d91bb067714c_40)] [added: [12](#i76cb4c088828444d901bacdb25a2a7b4_40)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i7df5609038c0463f9926d91bb067714c_46)] [added: Comments](#i76cb4c088828444d901bacdb25a2a7b4_43)] | | | [removed: [21](#i7df5609038c0463f9926d91bb067714c_46)] [added: [21](#i76cb4c088828444d901bacdb25a2a7b4_43)] | | |

| Item 2. | | | [removed: [Properties](#i7df5609038c0463f9926d91bb067714c_49)] [added: [Properties](#i76cb4c088828444d901bacdb25a2a7b4_46)] | | | [removed: [22](#i7df5609038c0463f9926d91bb067714c_49)] [added: [22](#i76cb4c088828444d901bacdb25a2a7b4_46)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i7df5609038c0463f9926d91bb067714c_52)] [added: Proceedings](#i76cb4c088828444d901bacdb25a2a7b4_49)] | | | [removed: [22](#i7df5609038c0463f9926d91bb067714c_52)] [added: [23](#i76cb4c088828444d901bacdb25a2a7b4_49)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i7df5609038c0463f9926d91bb067714c_55)] [added: Disclosures](#i76cb4c088828444d901bacdb25a2a7b4_52)] | | | [removed: [22](#i7df5609038c0463f9926d91bb067714c_55)] [added: [23](#i76cb4c088828444d901bacdb25a2a7b4_52)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases [removed: of](#i7df5609038c0463f9926d91bb067714c_61)] [added: of](#i76cb4c088828444d901bacdb25a2a7b4_58)] | | | | | |

| | | | [Equity [removed: Securities](#i7df5609038c0463f9926d91bb067714c_61)] [added: Securities](#i76cb4c088828444d901bacdb25a2a7b4_58)] | | | [removed: [23](#i7df5609038c0463f9926d91bb067714c_61)] [added: [24](#i76cb4c088828444d901bacdb25a2a7b4_58)] | | |

| Item 6. | | | [removed: [Reserved](#i7df5609038c0463f9926d91bb067714c_64)] [added: [Reserved](#i76cb4c088828444d901bacdb25a2a7b4_61)] | | | [removed: [24](#i7df5609038c0463f9926d91bb067714c_64)] [added: [25](#i76cb4c088828444d901bacdb25a2a7b4_61)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7df5609038c0463f9926d91bb067714c_70)] [added: Operations](#i76cb4c088828444d901bacdb25a2a7b4_67)] | | | [removed: [25](#i7df5609038c0463f9926d91bb067714c_70)] [added: [26](#i76cb4c088828444d901bacdb25a2a7b4_67)] | | |

| | | | [Forward-Looking [removed: Statements](#i7df5609038c0463f9926d91bb067714c_73)] [added: Statements](#i76cb4c088828444d901bacdb25a2a7b4_70)] | | | [removed: [25](#i7df5609038c0463f9926d91bb067714c_73)] [added: [26](#i76cb4c088828444d901bacdb25a2a7b4_70)] | | |

| | | | [Glossary of [removed: Terms](#i7df5609038c0463f9926d91bb067714c_76)] [added: Terms](#i76cb4c088828444d901bacdb25a2a7b4_73)] | | | [removed: [27](#i7df5609038c0463f9926d91bb067714c_76)] [added: [27](#i76cb4c088828444d901bacdb25a2a7b4_73)] | | |

| | | | [Current [removed: Regulatory Environment and] [added: Regulatory](#i76cb4c088828444d901bacdb25a2a7b4_85) [and] Other [removed: Developments](#i7df5609038c0463f9926d91bb067714c_85)] [added: Developments](#i76cb4c088828444d901bacdb25a2a7b4_85)] | | | [removed: [34](#i7df5609038c0463f9926d91bb067714c_85)] [added: [34](#i76cb4c088828444d901bacdb25a2a7b4_85)] | | |

| | | | [Results of [removed: Operations](#i7df5609038c0463f9926d91bb067714c_88)] [added: Operations](#i76cb4c088828444d901bacdb25a2a7b4_88)] | | | [removed: [35](#i7df5609038c0463f9926d91bb067714c_88)] [added: [35](#i76cb4c088828444d901bacdb25a2a7b4_88)] | | |

| | | | [Risk [removed: Management](#i7df5609038c0463f9926d91bb067714c_118)] [added: Management](#i76cb4c088828444d901bacdb25a2a7b4_118)] | | | [removed: [46](#i7df5609038c0463f9926d91bb067714c_118)] [added: [45](#i76cb4c088828444d901bacdb25a2a7b4_118)] | | |

| | | | [Fair Value of Financial [removed: Instruments](#i7df5609038c0463f9926d91bb067714c_145)] [added: Instruments](#i76cb4c088828444d901bacdb25a2a7b4_148)] | | | [removed: [60](#i7df5609038c0463f9926d91bb067714c_145)] [added: [61](#i76cb4c088828444d901bacdb25a2a7b4_148)] | | |

| | | | [Critical Accounting [removed: Estimates](#i7df5609038c0463f9926d91bb067714c_148)] [added: Estimates](#i76cb4c088828444d901bacdb25a2a7b4_151)] | | | [removed: [60](#i7df5609038c0463f9926d91bb067714c_148)] [added: [61](#i76cb4c088828444d901bacdb25a2a7b4_151)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#i7df5609038c0463f9926d91bb067714c_151)] [added: Measures](#i76cb4c088828444d901bacdb25a2a7b4_154)] | | | [removed: [61](#i7df5609038c0463f9926d91bb067714c_151)] [added: [62](#i76cb4c088828444d901bacdb25a2a7b4_154)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7df5609038c0463f9926d91bb067714c_154)] [added: Risk](#i76cb4c088828444d901bacdb25a2a7b4_157)] | | | [removed: [62](#i7df5609038c0463f9926d91bb067714c_154)] [added: [64](#i76cb4c088828444d901bacdb25a2a7b4_157)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i7df5609038c0463f9926d91bb067714c_157)] [added: Data](#i76cb4c088828444d901bacdb25a2a7b4_160)] | | | [removed: [63](#i7df5609038c0463f9926d91bb067714c_157)] [added: [65](#i76cb4c088828444d901bacdb25a2a7b4_160)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i7df5609038c0463f9926d91bb067714c_295)] [added: Disclosure](#i76cb4c088828444d901bacdb25a2a7b4_289)] | | | [removed: [127](#i7df5609038c0463f9926d91bb067714c_295)] [added: [129](#i76cb4c088828444d901bacdb25a2a7b4_289)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i7df5609038c0463f9926d91bb067714c_298)] [added: Procedures](#i76cb4c088828444d901bacdb25a2a7b4_292)] | | | [removed: [127](#i7df5609038c0463f9926d91bb067714c_298)] [added: [129](#i76cb4c088828444d901bacdb25a2a7b4_292)] | | |

| Item 9B. | | | [Other [removed: Information](#i7df5609038c0463f9926d91bb067714c_301)] [added: Information](#i76cb4c088828444d901bacdb25a2a7b4_295)] | | | [removed: [127](#i7df5609038c0463f9926d91bb067714c_301)] [added: [129](#i76cb4c088828444d901bacdb25a2a7b4_295)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7df5609038c0463f9926d91bb067714c_304)] [added: Inspections](#i76cb4c088828444d901bacdb25a2a7b4_298)] | | | [removed: [127](#i7df5609038c0463f9926d91bb067714c_304)] [added: [129](#i76cb4c088828444d901bacdb25a2a7b4_298)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i7df5609038c0463f9926d91bb067714c_310)] [added: Governance](#i76cb4c088828444d901bacdb25a2a7b4_304)] | | | [removed: [127](#i7df5609038c0463f9926d91bb067714c_310)] [added: [129](#i76cb4c088828444d901bacdb25a2a7b4_304)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i7df5609038c0463f9926d91bb067714c_316)] [added: Compensation](#i76cb4c088828444d901bacdb25a2a7b4_310)] | | | [removed: [129](#i7df5609038c0463f9926d91bb067714c_316)] [added: [131](#i76cb4c088828444d901bacdb25a2a7b4_310)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7df5609038c0463f9926d91bb067714c_319)] [added: Matters](#i76cb4c088828444d901bacdb25a2a7b4_313)] | | | [removed: [129](#i7df5609038c0463f9926d91bb067714c_319)] [added: [131](#i76cb4c088828444d901bacdb25a2a7b4_313)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7df5609038c0463f9926d91bb067714c_322)] [added: Independence](#i76cb4c088828444d901bacdb25a2a7b4_316)] | | | [removed: [129](#i7df5609038c0463f9926d91bb067714c_322)] [added: [131](#i76cb4c088828444d901bacdb25a2a7b4_316)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i7df5609038c0463f9926d91bb067714c_325)] [added: Services](#i76cb4c088828444d901bacdb25a2a7b4_319)] | | | [removed: [129](#i7df5609038c0463f9926d91bb067714c_325)] [added: [131](#i76cb4c088828444d901bacdb25a2a7b4_319)] | | |

| [Part I](#i76cb4c088828444d901bacdb25a2a7b4_10) | | | | | | | | |

| | | | [Business](#i76cb4c088828444d901bacdb25a2a7b4_22) [Acquisition](#i76cb4c088828444d901bacdb25a2a7b4_22) | | | [2](#i76cb4c088828444d901bacdb25a2a7b4_22) | | |

| | | | [Regulation](#i76cb4c088828444d901bacdb25a2a7b4_31) | | | [6](#i76cb4c088828444d901bacdb25a2a7b4_31) | | |

| Item 1C. | | | [C](#i76cb4c088828444d901bacdb25a2a7b4_3086)[ybersecurity](#i76cb4c088828444d901bacdb25a2a7b4_3086) | | | [21](#i76cb4c088828444d901bacdb25a2a7b4_3086) | | |

| [Part II](#i76cb4c088828444d901bacdb25a2a7b4_55) | | | | | | | | |

| | | | [Overview](#i76cb4c088828444d901bacdb25a2a7b4_76) | | | [30](#i76cb4c088828444d901bacdb25a2a7b4_76) | | |

| | | | [Capital Management](#i76cb4c088828444d901bacdb25a2a7b4_136) | | | [57](#i76cb4c088828444d901bacdb25a2a7b4_136) | | |

| | | | [Foreign Exposure](#i76cb4c088828444d901bacdb25a2a7b4_145) | | | [60](#i76cb4c088828444d901bacdb25a2a7b4_145) | | |

| [Part III](#i76cb4c088828444d901bacdb25a2a7b4_301) | | | | | | | | |

| [Part IV](#i76cb4c088828444d901bacdb25a2a7b4_322) | | | | | | | | |

| | | | [Exhibit Index](#i76cb4c088828444d901bacdb25a2a7b4_328) | | | [133](#i76cb4c088828444d901bacdb25a2a7b4_328) | | |

| [Signatures](#i76cb4c088828444d901bacdb25a2a7b4_334) | | | | | | [139](#i76cb4c088828444d901bacdb25a2a7b4_334) | | |

| [Supplemental Information](#i76cb4c088828444d901bacdb25a2a7b4_337) | | | | | | [F-1](#i76cb4c088828444d901bacdb25a2a7b4_337) | | |

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

| | | | [Business and Asset Acquisition](#i7df5609038c0463f9926d91bb067714c_22)s | | | [2](#i7df5609038c0463f9926d91bb067714c_22) | | |

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

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

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

| | | | [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) | | |

\- 21 -

THE CHARLES SCHWAB CORPORATION

Information security, including cybersecurity, is the risk of unauthorized access, use, disclosure, disruption, modification, recording or destruction of the firm’s information or systems.

As a large company in the financial services industry, we do business with a large number of clients, counterparties, and third-party service providers, and the nature of Schwab’s business involves the secure processing, storage, and transmission of confidential information about our clients and us.

We process, record, and monitor a high volume of transactions, and our operations are highly dependent on the integrity of our technology systems.

As a result, we face extensive cybersecurity risks.

It is through a combination of specialized internal and external teams, coupled with security software tools, that Schwab identifies, assesses, and manages material cybersecurity risk, and implements and enhances over time our cybersecurity policies, procedures, and strategies to reduce risk.

We also maintain processes and procedures for identifying and investigating cybersecurity threats and remediation should an incident occur.

Though the impact of prior cybersecurity events experienced by the Company has not been material to the Company’s strategy, results of operations, or financial condition, we continue to face increasing cybersecurity risks.

\- 21 -

THE CHARLES SCHWAB CORPORATION

CSC’s Board of Directors oversees management’s processes for risk management, and the Risk Committee of the Board of Directors assists the Board in fulfilling its oversight responsibilities with respect to managing risks, including cybersecurity risks.

Integrated within the Company’s overall enterprise risk management program, Schwab has an established information security program that knits together complementary tools, controls, and technologies to protect systems, client accounts and data.

We continuously monitor the systems and work collaboratively with government agencies, law enforcement, and other financial institutions to address potential threats.

We deploy advanced monitoring systems to identify suspicious activity and deter unauthorized access by internal or external actors.

We also maintain policies, standards, and procedures, which apply to employees, contractors, and third parties, regarding the standard of care expected with all data, whether the data is internal company information, employee information, or non-public client information.

This includes limiting the number of employees who have access to clients’ personal information and internal authentication measures enforced to protect against the unauthorized use of employee credentials.

All employees who handle sensitive information are trained in privacy and security.

Schwab also engages with external firms specializing in discrete areas of cybersecurity to assess the Company’s practices, vulnerabilities, and overall cyber risk posture.

Schwab’s corporate cybersecurity program is led by our Chief Information Security Officer (CISO), who reports to our Chief Information Officer (CIO).

The current CISO has been in his role for several years, and is responsible for our overall cybersecurity strategy, security engineering, security operations, cyber threat detection and incident response, and technology risk and compliance.

Our CISO has extensive experience assessing and managing cybersecurity risk, and is supported by a cybersecurity organization comprised of hundreds of professionals, many of whom hold various certifications such as Certified Information Systems Security Professional, Certified Information Security Manager, and Certified in Risk and Information System Control.

Our CISO and CIO attend meetings of and present to the Risk Committee of CSC’s Board of Directors on our prevention, detection, mitigation, and remediation efforts of our cybersecurity program.

We also have an escalation process in place to inform senior management and the Board of Directors of material cybersecurity incidents in a timely manner.

See Item 1A.

Risk Factors for additional information on cybersecurity risk.

See also Part II – Item 7 – Risk Management for additional information on the Company’s Enterprise Risk Management Framework, including further discussion of the Company’s risk governance and the management of related risks.

| December 31, [removed: 2022] [added: 2023] | | | Square Footage | | | | | |

| Phoenix, AZ | | | [removed: 57] [added: 67] | | | 728 | | |

| St. Louis, MO | | | — | | | [removed: 331] [added: 375] | | |

As of December 31, [removed: 2022,] [added: 2023,] the Company had [removed: approximately 400] [added: more than 380] 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.

| Chicago, IL | | | 223 | | | — | | |

\- 22 -

THE CHARLES SCHWAB CORPORATION

During 2023, the Company continued its integration of TD Ameritrade and engaged in certain other cost reduction efforts, including to decrease its real estate footprint.

As part of these actions, the Company’s use of certain of the above locations was decreased in 2023, including Jersey City, NJ and San Francisco, CA, and certain additional reductions in the Company’s real estate footprint are expected in 2024.

See Part II – Item 8 – Notes 7, 13, and 15 for additional information.

| Chicago, IL | | | 230 | | | — | | |

| San Diego, CA | | | 111 | | | — | | |

The Company’s acquisition of TD Ameritrade expanded the Company’s branch footprint.

\- 23 -

\- 22 -

The number of common stockholders of record as of January 31, [removed: 2023,] [added: 2024,] was [removed: 5,255.][added: 5,045.]

The closing market price per share on that date was [removed: $77.42.][added: $62.92.]

[removed: ][added: ]

| December 31, | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| The Charles Schwab Corporation | | | $ | 100 | | | | | $ | [removed: 82] [added: 116] | | | | | $ | [removed: 95] [added: 132] | | | | | $ | [removed: 108] [added: 212] | | | | | $ | [removed: 173] [added: 212] | | | | | $ | [removed: 173] [added: 178] | |

| Dow Jones U.S. Investment Services Index | | | $ | 100 | | | | | $ | [removed: 88] [added: 124] | | | | | $ | [removed: 110] [added: 147] | | | | | $ | [removed: 130] [added: 206] | | | | | $ | [removed: 182] [added: 185] | | | | | $ | [removed: 163] [added: 209] | |

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: 2022] [added: 2023] (in millions, except number of shares, which are in thousands, and per share amounts):

| Share repurchase program [removed: (1)] | | | [removed: 9,607] [added: —] | | | | | | $ | [removed: 73.44] [added: —] | | | | | [removed: 9,607] [added: —] | | | | | | $ | [removed: 12,794] [added: 8,723] | |

| Employee transactions [removed: (2)] [added: (1)] | | | [removed: 15] [added: 94] | | | | | | $ | [removed: 70.79] [added: 53.78] | | | | | N/A | | | | | | N/A | | |

| Share repurchase program [removed: (1)] | | | [removed: 6,183] [added: —] | | | | | | $ | [removed: 78.27] [added: —] | | | | | [removed: 6,183] [added: —] | | | | | | $ | [removed: 12,310] [added: 8,723] | |

| Employee transactions [removed: (2)] [added: (1)] | | | [removed: 461] [added: 2] | | | | | | $ | [removed: 79.98] [added: 63.61] | | | | | N/A | | | | | | N/A | | |

| Share repurchase program [removed: (1)] | | | [removed: 9,377] [added: —] | | | | | | $ | [removed: 79.39] [added: —] | | | | | [removed: 9,377] [added: —] | | | | | | $ | [removed: 11,565] [added: 8,723] | |

| Employee transactions [removed: (2)] [added: (1)] | | | [removed: 30] [added: 318] | | | | | | $ | [removed: 79.67] [added: 53.20] | | | | | N/A | | | | | | N/A | | |

| Share repurchase program [removed: (1)] | | | [removed: 25,167] [added: —] | | | | | | $ | [removed: 76.85] [added: —] | | | | | [removed: 25,167] [added: —] | | | | | | $ | [removed: 11,565] [added: 8,723] | |

[removed: (2)] [added: (1)] Includes restricted shares withheld (under the terms of grants under employee stock incentive plans) to offset tax withholding obligations that occur upon vesting and release of restricted shares.

| Standard & Poor’s 500 Index | | | $ | 100 | | | | | $ | 131 | | | | | $ | 156 | | | | | $ | 200 | | | | | $ | 164 | | | | | $ | 207 | |

On July 27, 2022, CSC publicly announced that its Board of Directors terminated its prior repurchase authorization and replaced it with a new authorization to repurchase up to $15.0 billion of common stock.

See also Item 8 – Note 19.

\- 24 -

| Employee transactions (1) | | | 414 | | | | | | $ | 53.37 | | | | | N/A | | | | | | N/A | | |

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

\- 23 -

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

(1) All shares were repurchased under an authorization approved by CSC’s Board of Directors of up to $15.0 billion of common stock publicly announced by CSC on July 27, 2022.

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

\- 25 -

\- 24 -

| [Consolidated Statements of [removed: Income](#i7df5609038c0463f9926d91bb067714c_160)] [added: Income](#i76cb4c088828444d901bacdb25a2a7b4_163)] | | | | | | [removed: [64](#i7df5609038c0463f9926d91bb067714c_160)] [added: [66](#i76cb4c088828444d901bacdb25a2a7b4_163)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i7df5609038c0463f9926d91bb067714c_163)] [added: Income](#i76cb4c088828444d901bacdb25a2a7b4_166)] | | | | | | [removed: [65](#i7df5609038c0463f9926d91bb067714c_163)] [added: [67](#i76cb4c088828444d901bacdb25a2a7b4_166)] | | |

| [removed: [Consolidated] [added: Consolidated] Balance [removed: Sheets](#i7df5609038c0463f9926d91bb067714c_166)] [added: Sheets (1)] | | | | | | [removed: [66](#i7df5609038c0463f9926d91bb067714c_166)] | | | [added: | | |]

| [Consolidated Statements of Stockholders’ [removed: Equity](#i7df5609038c0463f9926d91bb067714c_169)] [added: Equity](#i76cb4c088828444d901bacdb25a2a7b4_172)] | | | | | | [removed: [67](#i7df5609038c0463f9926d91bb067714c_169)] [added: [69](#i76cb4c088828444d901bacdb25a2a7b4_172)] | | |

| [removed: [Consolidated] [added: Consolidated] Statements of Cash [removed: Flows](#i7df5609038c0463f9926d91bb067714c_172)] [added: Flows (1)] | | | | | | [removed: [68](#i7df5609038c0463f9926d91bb067714c_172)] | | | [added: | | |]

| [Notes to Consolidated Financial [removed: Statements](#i7df5609038c0463f9926d91bb067714c_175)] [added: Statements](#i76cb4c088828444d901bacdb25a2a7b4_178)] | | | | | | [removed: [70](#i7df5609038c0463f9926d91bb067714c_175)] [added: [72](#i76cb4c088828444d901bacdb25a2a7b4_178)] | | |

| Note 1. | | | [Introduction and Basis of [removed: Presentation](#i7df5609038c0463f9926d91bb067714c_178)] [added: Presentation](#i76cb4c088828444d901bacdb25a2a7b4_181)] | | | [removed: [70](#i7df5609038c0463f9926d91bb067714c_178)] [added: [72](#i76cb4c088828444d901bacdb25a2a7b4_181)] | | |

| Note 2. | | | [Summary of Significant Accounting [removed: Policies](#i7df5609038c0463f9926d91bb067714c_181)] [added: Policies](#i76cb4c088828444d901bacdb25a2a7b4_184)] | | | [removed: [71](#i7df5609038c0463f9926d91bb067714c_181)] [added: [73](#i76cb4c088828444d901bacdb25a2a7b4_184)] | | |

| Note [removed: 4.] [added: 3.] | | | [Revenue [removed: Recognition](#i7df5609038c0463f9926d91bb067714c_190)] [added: Recognition](#i76cb4c088828444d901bacdb25a2a7b4_193)] | | | [removed: [83](#i7df5609038c0463f9926d91bb067714c_190)] [added: [83](#i76cb4c088828444d901bacdb25a2a7b4_193)] | | |

| Note [removed: 5.] [added: 4.] | | | [Receivables from and Payables to Brokerage [removed: Clients](#i7df5609038c0463f9926d91bb067714c_196)] [added: Clients](#i76cb4c088828444d901bacdb25a2a7b4_196)] | | | [removed: [84](#i7df5609038c0463f9926d91bb067714c_196)] [added: [84](#i76cb4c088828444d901bacdb25a2a7b4_196)] | | |

| Note [removed: 6.] [added: 5.] | | | [Investment [removed: Securities](#i7df5609038c0463f9926d91bb067714c_199)] [added: Securities](#i76cb4c088828444d901bacdb25a2a7b4_199)] | | | [removed: [85](#i7df5609038c0463f9926d91bb067714c_199)] [added: [85](#i76cb4c088828444d901bacdb25a2a7b4_199)] | | |

| Note [removed: 7.] [added: 6.] | | | [Bank Loans and Related Allowance for Credit [removed: Losses](#i7df5609038c0463f9926d91bb067714c_202)] [added: Losses](#i76cb4c088828444d901bacdb25a2a7b4_202)] | | | [removed: [88](#i7df5609038c0463f9926d91bb067714c_202)] [added: [88](#i76cb4c088828444d901bacdb25a2a7b4_202)] | | |

| Note [removed: 8.] [added: 7.] | | | [Equipment, Office Facilities, and [removed: Property](#i7df5609038c0463f9926d91bb067714c_208)] [added: Property](#i76cb4c088828444d901bacdb25a2a7b4_208)] | | | [removed: [92](#i7df5609038c0463f9926d91bb067714c_208)] [added: [92](#i76cb4c088828444d901bacdb25a2a7b4_208)] | | |

| Note [removed: 9.] [added: 8.] | | | [Goodwill and Acquired Intangible [removed: Assets](#i7df5609038c0463f9926d91bb067714c_211)] [added: Assets](#i76cb4c088828444d901bacdb25a2a7b4_211)] | | | [removed: [93](#i7df5609038c0463f9926d91bb067714c_211)] [added: [93](#i76cb4c088828444d901bacdb25a2a7b4_211)] | | |

| Note [removed: 10.] [added: 9.] | | | [Other [removed: Assets](#i7df5609038c0463f9926d91bb067714c_214)] [added: Assets](#i76cb4c088828444d901bacdb25a2a7b4_214)] | | | [removed: [94](#i7df5609038c0463f9926d91bb067714c_214)] [added: [94](#i76cb4c088828444d901bacdb25a2a7b4_214)] | | |

| Note [removed: 11.] [added: 10.] | | | [Variable Interest [removed: Entities](#i7df5609038c0463f9926d91bb067714c_217)] [added: Entities](#i76cb4c088828444d901bacdb25a2a7b4_217)] | | | [removed: [94](#i7df5609038c0463f9926d91bb067714c_217)] [added: [94](#i76cb4c088828444d901bacdb25a2a7b4_217)] | | |

| Note [removed: 12.] [added: 11.] | | | [Bank [removed: Deposits](#i7df5609038c0463f9926d91bb067714c_220)] [added: Deposits](#i76cb4c088828444d901bacdb25a2a7b4_220)] | | | [removed: [95](#i7df5609038c0463f9926d91bb067714c_220)] [added: [95](#i76cb4c088828444d901bacdb25a2a7b4_220)] | | |

| Note [removed: 13.] [added: 12.] | | | [removed: [Borrowings](#i7df5609038c0463f9926d91bb067714c_223)] [added: [Borrowings](#i76cb4c088828444d901bacdb25a2a7b4_223)] | | | [removed: [95](#i7df5609038c0463f9926d91bb067714c_223)] [added: [96](#i76cb4c088828444d901bacdb25a2a7b4_223)] | | |

| Note [removed: 16.] [added: 15.] | | | [Exit and Other Related [removed: Liabilities](#i7df5609038c0463f9926d91bb067714c_232)] [added: Liabilities](#i76cb4c088828444d901bacdb25a2a7b4_235)] | | | [removed: [101](#i7df5609038c0463f9926d91bb067714c_232)] [added: [102](#i76cb4c088828444d901bacdb25a2a7b4_235)] | | |

| Note 17. | | | [Financial Instruments Subject to Off-Balance Sheet Credit [removed: Risk](#i7df5609038c0463f9926d91bb067714c_235)] [added: Risk](#i76cb4c088828444d901bacdb25a2a7b4_238)] | | | [removed: [103](#i7df5609038c0463f9926d91bb067714c_235)] [added: [106](#i76cb4c088828444d901bacdb25a2a7b4_238)] | | |

| Note 18. | | | [Fair Values of Assets and [removed: Liabilities](#i7df5609038c0463f9926d91bb067714c_238)] [added: Liabilities](#i76cb4c088828444d901bacdb25a2a7b4_244)] | | | [removed: [106](#i7df5609038c0463f9926d91bb067714c_238)] [added: [109](#i76cb4c088828444d901bacdb25a2a7b4_244)] | | |

| Note 19. | | | [removed: [Stockholders](#i7df5609038c0463f9926d91bb067714c_250)[’](#i7df5609038c0463f9926d91bb067714c_250) [Equity](#i7df5609038c0463f9926d91bb067714c_250)] [added: [Stockholders’ Equity](#i76cb4c088828444d901bacdb25a2a7b4_247)] | | | [removed: [109](#i7df5609038c0463f9926d91bb067714c_250)] [added: [112](#i76cb4c088828444d901bacdb25a2a7b4_247)] | | |

| Note 20. | | | [Accumulated Other Comprehensive [removed: Income](#i7df5609038c0463f9926d91bb067714c_256)] [added: Income](#i76cb4c088828444d901bacdb25a2a7b4_253)] | | | [removed: [112](#i7df5609038c0463f9926d91bb067714c_256)] [added: [115](#i76cb4c088828444d901bacdb25a2a7b4_253)] | | |

| Note 21. | | | [Employee Incentive, Retirement, Deferred Compensation, and Career Achievement [removed: Plans](#i7df5609038c0463f9926d91bb067714c_259)] [added: Plans](#i76cb4c088828444d901bacdb25a2a7b4_256)] | | | [removed: [113](#i7df5609038c0463f9926d91bb067714c_259)] [added: [116](#i76cb4c088828444d901bacdb25a2a7b4_256)] | | |

| Note 22. | | | [Taxes on [removed: Income](#i7df5609038c0463f9926d91bb067714c_265)] [added: Income](#i76cb4c088828444d901bacdb25a2a7b4_262)] | | | [removed: [116](#i7df5609038c0463f9926d91bb067714c_265)] [added: [118](#i76cb4c088828444d901bacdb25a2a7b4_262)] | | |

| Note 23. | | | [Regulatory [removed: Requirements](#i7df5609038c0463f9926d91bb067714c_271)] [added: Requirements](#i76cb4c088828444d901bacdb25a2a7b4_265)] | | | [removed: [117](#i7df5609038c0463f9926d91bb067714c_271)] [added: [120](#i76cb4c088828444d901bacdb25a2a7b4_265)] | | |

| Note 24. | | | [Segment [removed: Information](#i7df5609038c0463f9926d91bb067714c_274)] [added: Information](#i76cb4c088828444d901bacdb25a2a7b4_268)] | | | [removed: [119](#i7df5609038c0463f9926d91bb067714c_274)] [added: [122](#i76cb4c088828444d901bacdb25a2a7b4_268)] | | |

| Note 25. | | | [Earnings Per Common [removed: Share](#i7df5609038c0463f9926d91bb067714c_277)] [added: Share](#i76cb4c088828444d901bacdb25a2a7b4_271)] | | | [removed: [120](#i7df5609038c0463f9926d91bb067714c_277)] [added: [122](#i76cb4c088828444d901bacdb25a2a7b4_271)] | | |

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i7df5609038c0463f9926d91bb067714c_289)] [added: Firm](#i76cb4c088828444d901bacdb25a2a7b4_283)] (PCAOB ID No. 34) | | | | | | [removed: [124](#i7df5609038c0463f9926d91bb067714c_289)] [added: [126](#i76cb4c088828444d901bacdb25a2a7b4_283)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i7df5609038c0463f9926d91bb067714c_292)] [added: Reporting](#i76cb4c088828444d901bacdb25a2a7b4_286)] | | | | | | [removed: [126](#i7df5609038c0463f9926d91bb067714c_292)] [added: [128](#i76cb4c088828444d901bacdb25a2a7b4_286)] | | |

| Year Ended December 31, | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Interest revenue | | | $ | [removed: 12,227] [added: 16,111] | | | | | $ | [removed: 8,506] [added: 12,227] | | | | | $ | [removed: 6,531] [added: 8,506] | |

| Interest expense | | | [removed: (1,545)] [added: (6,684)] | | | | | | [removed: (476)] [added: (1,545)] | | | | | | [removed: (418)] [added: (476)] | | |

| Net interest revenue | | | [removed: 10,682] [added: 9,427] | | | | | | [removed: 8,030] [added: 10,682] | | | | | | [removed: 6,113] [added: 8,030] | | |

| Asset management and administration fees (1) | | | [removed: 4,216] [added: 4,756] | | | | | | [removed: 4,274] [added: 4,216] | | | | | | [removed: 3,475] [added: 4,274] | | |

| Trading revenue | | | [removed: 3,673] [added: 3,230] | | | | | | [removed: 4,152] [added: 3,673] | | | | | | [removed: 1,416] [added: 4,152] | | |

| Bank deposit account fees | | | [removed: 1,409] [added: 705] | | | | | | [removed: 1,315] [added: 1,409] | | | | | | [removed: 355] [added: 1,315] | | |

| Other | | | [removed: 782] [added: 719] | | | | | | [removed: 749] [added: 782] | | | | | | [removed: 332] [added: 749] | | |

| Total net revenues | | | [removed: 20,762] [added: 18,837] | | | | | | [removed: 18,520] [added: 20,762] | | | | | | [removed: 11,691] [added: 18,520] | | |

| Note 13. | | | [Leases](#i76cb4c088828444d901bacdb25a2a7b4_229) | | | [99](#i76cb4c088828444d901bacdb25a2a7b4_229) | | |

| Note 14. | | | [Commitments and Contingencies](#i76cb4c088828444d901bacdb25a2a7b4_232) | | | [100](#i76cb4c088828444d901bacdb25a2a7b4_232) | | |

| Note 16. | | | [D](#i76cb4c088828444d901bacdb25a2a7b4_3068)[erivative Instruments and Hedging Activities](#i76cb4c088828444d901bacdb25a2a7b4_3068) | | | [105](#i76cb4c088828444d901bacdb25a2a7b4_3068) | | |

(1) No fee waivers were recognized for the year ended December 31, 2023.

| December 31, | | | 2023 | | | | | | 2022 | | |

| Other short-term borrowings | | | 6,553 | | | | | | 4,650 | | |

(1) Certain prior year amounts have been reclassified to conform to the current year presentation.

| Redemption and repurchase of preferred stock, inclusive of tax | | | (515) | | | — | | | — | | | — | | | — | | | — | | | 44 | | | — | | | — | | | (471) | | |

| Repurchase of common stock, inclusive of tax | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,866) | | | — | | | (2,866) | | |

| Balance at December 31, 2023 | | | $ | 9,191 | | 2,023 | | | $ | 20 | | 51 | | | $ | 1 | | $ | 27,330 | | $ | 33,901 | | $ | (11,354) | | $ | (18,131) | | $ | 40,958 | |

| Purchases of FHLB stock | | | (1,869) | | | (518) | | | — | | |

| Proceeds from FHLB borrowings | | | 49,200 | | | 12,504 | | | — | | |

| Repayments of FHLB borrowings | | | (35,200) | | | (104) | | | — | | |

| Proceeds from other short-term borrowings | | | 17,000 | | | 20,891 | | | 11,107 | | |

| Repayments of other short-term borrowings | | | (15,104) | | | (21,100) | | | (6,255) | | |

(1) Certain prior year amounts have been reclassified to conform to the current year presentation.

Certain estimates relate to taxes on income and legal and regulatory reserves.

*Reclassifications:* Certain prior period amounts have been reclassified to conform to the current period presentation.

Beginning in 2023, Federal Home Loan Bank borrowings are presented separately from other short-term borrowings in the consolidated balance sheets.

Prior period amounts have been reclassified to reflect these changes.

Corresponding presentation changes have been made to the consolidated statements of cash flows and related notes also impacted.

Other securities owned and securities sold but not yet purchased

Expected credit losses are estimated using a loan-level model that projects each loan’s behavior over its term based on forecasted voluntary housing turnover, the rates of refinancing, delinquency transition rates, and severity of loss.

Mortgage rates are estimated based on forecasted spread, while the rest of the interest rates used by the model are projected based on the forward rates.

in accrued expenses and other liabilities on the consolidated balance sheets.

(1) Amortized over contractual term if shorter than the estimated useful life.

Impairment charges are recorded in other expenses.

their carrying values.

The ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group related to such assets may not be recoverable.

Impairment charges are recorded in other expense.

In certain situations, the Company may also abandon a lease prior to the end of its lease term.

Once the Company has committed to a plan to abandon the lease, the amortization period of the ROU asset is shortened to the abandonment date.

Derivative instruments and hedging activities

As discussed further in Note 16, beginning in 2023, the Company utilizes derivative instruments as part of its interest rate risk management.

The Company records all derivatives on the balance sheet at fair value.

Accounting for the changes in the fair values of derivatives depends on whether we qualify for and elect to apply hedge accounting and the type of hedging accounting relationship applied.

Hedge accounting generally matches the timing of gain or loss recognition on the derivatives with the recognition of the changes in the fair values or cash flows attributable to the risk being hedged.

Schwab’s policy is to designate all eligible derivatives in hedge accounting relationships.

To qualify for hedge accounting, among other requirements, a derivative must be highly effective at reducing exposure to the hedged risk.

The assessment of effectiveness is done for each hedging relationship at inception and on an ongoing basis.

| | | | | | | | | |

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

| Note 3. | | | [Business Acquisitions](#i7df5609038c0463f9926d91bb067714c_187) | | | [79](#i7df5609038c0463f9926d91bb067714c_187) | | |

| Note 14. | | | [Leases](#i7df5609038c0463f9926d91bb067714c_226) | | | [98](#i7df5609038c0463f9926d91bb067714c_226) | | |

| Note 15. | | | [Commitments and Contingencies](#i7df5609038c0463f9926d91bb067714c_229) | | | [98](#i7df5609038c0463f9926d91bb067714c_229) | | |

\- 63 -

\- 64 -

| Balance at December 31, 2019 | | | $ | 2,793 | | 1,488 | | | $ | 15 | | — | | | $ | — | | $ | 4,656 | | $ | 19,960 | | $ | (5,767) | | $ | 88 | | $ | 21,745 | |

| Acquisition of TD Ameritrade | | | — | | | 509 | | | 5 | | | 77 | | | 1 | | | 21,757 | | | — | | | (5) | | | — | | | 21,758 | | |

| Cash acquired in acquisitions, net of cash paid | | | — | | | — | | | 14,748 | | |

| Proceeds from commercial paper and secured lines of credit | | | 1,900 | | | 11,107 | | | 1,234 | | |

| Repayments of commercial paper and secured lines of credit | | | (6,511) | | | (6,255) | | | (1,234) | | |

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

| Acquisition of TD Ameritrade | | | $ | — | | $ | — | | $ | 21,758 | |

Certain estimates relate to taxes on income, legal and regulatory reserves, and fair values of assets acquired and liabilities assumed, as well as goodwill recognized, in business combinations.

Effective October 6, 2020, the Company completed its acquisition of TDA Holding and its consolidated subsidiaries (collectively referred to as “TD Ameritrade” or “TDA”).

Our consolidated financial statements include the results of operations and financial condition of TD Ameritrade beginning on October 6, 2020.

Expected credit losses are forecast using a loan-level simulation of the delinquency status of the loans over the term of the loans.

Interest rate projections are based on the current term structure of interest rates and historical volatilities to project various possible future interest rate paths.

| | | | | | |

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

(1) Amortized over contractual term if less than three years.

Equipment, office facilities, and property acquired in a business combination are recognized at their estimated fair values as of the date of acquisition.

The fair values of real property, personal property, construction in progress, and land acquired are estimated using a sales comparison and cost approach, including consideration of functional and economic obsolescence.

The Company determined the weighted-average useful lives of the assets based on the current condition and expected future use of the assets as of the date of acquisition.

Intangible assets acquired in a business combination are recognized at their estimated fair values as of the date of acquisition.

The fair values of the intangible assets acquired in the TD Ameritrade and USAA-IMCO acquisitions were determined using the following valuation methods:

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

| Acquired intangible asset | | | | | | Acquisition | | | | | | Method | | |

| Client relationships | | | | | | TD Ameritrade, USAA-IMCO | | | | | | Multi-period excess earnings | | |

| Trade names | | | | | | TD Ameritrade | | | | | | Relief from royalty | | |

| Royalty-free license | | | | | | USAA-IMCO | | | | | | Relief from royalty | | |

| Brokerage referral agreement | | | | | | USAA-IMCO | | | | | | With-and-without | | |

| Existing technology | | | | | | TD Ameritrade | | | | | | Cost | | |

The multi-period excess earnings method starts with a forecast of all of the expected future net cash flows associated with the asset and the relief from royalty method starts with a forecast of the royalties saved by the Company because it owns the asset.

The with-and-without method quantifies the difference between forecasted cash flows with the asset and without the asset.

The forecasts are then adjusted to present value by applying an appropriate discount rate that reflects the risks associated with the cash flow streams.

The cost approach uses replacement cost as an indicator of fair value.

Assessing

See Other securities owned at fair value above in this Note 2 for the treatment of client-held fractional shares.

*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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

*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: 2022,] [added: 2023,] that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting.

During the three months ended December 31, 2023, certain of our directors and officers adopted or terminated trading arrangements for the sale of shares of our common stock as follows:

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

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

| | | | | | | | | | Plans | | | | | | | | | | | | | | |

| | | | Action | | | Date | | | Rule 10b5-1 (1) | | | Non-Rule 10b5-1 (2) | | | Number of Securities to be Sold | | | | | | Latest Expiration (3) | | |

| Jonathan M. Craig, Managing Director and Head of Investor Services and Marketing | | | Adoption | | | 10/27/2023 | | | x | | | — | | | 4,977 | | | (4) | | | 10/15/2024 | | |

| Carrie Schwab-Pomerantz, Director | | | Adoption | | | 11/10/2023 | | | x | | | — | | | 99,000 | | | (5) | | | 12/31/2024 | | |

| Nigel Murtagh, Managing Director and Chief Risk Officer | | | Adoption | | | 11/24/2023 | | | x | | | — | | | 12,948 | | | (4) | | | 10/18/2024 | | |

(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

(2) Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

(3) Plans expire at close of trading on the dates presented or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution).

(4) Securities to be sold under the plan represent shares to be acquired upon the exercise of stock options.

In addition to these shares, the trading arrangement allows for the sale of the net after-tax shares of common stock to be received by the officer upon the March 1, 2024 vesting of performance-based restricted stock units.

The actual number of shares that will be released to the officer in connection with the performance-based restricted stock units and sold under the trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable.

(5) Includes 39,600 shares to be sold by a trust for which the director’s spouse is a trustee.

None.

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: 2023] [added: 2024] (the Proxy Statement).

The following table provides certain information about each of the Company’s executive officers as of December 31, [removed: 2022.][added: 2023.]

| | | | Charles R. Schwab | | | [removed: 85] [added: 86] | | | Co-Chairman of the Board | | |

| | | | Walter W. Bettinger II | | | [removed: 62] [added: 63] | | | Co-Chairman of the Board and Chief Executive Officer | | |

| | | | Richard A. Wurster | | | [removed: 49] [added: 50] | | | President | | |

| | | | Bernard J. Clark | | | [removed: 64] [added: 65] | | | Managing [removed: Director,] [added: Director and] Head of Advisor Services | | |

| | | | Jonathan M. Craig | | | [removed: 51] [added: 52] | | | Managing [removed: Director,] [added: Director and] Head of Investor Services [removed: &] [added: and] Marketing | | |

| | | | Peter B. Crawford | | | [removed: 54] [added: 55] | | | Managing [removed: Director,] [added: Director and] Chief Financial Officer | | |

| | | | Joseph R. Martinetto | | | [removed: 60] [added: 61] | | | Managing [removed: Director,] [added: Director and] Chief Operating Officer | | |

| | | | Peter J. Morgan III | | | [removed: 58] [added: 59] | | | Managing Director, General Counsel [added: and Corporate Secretary] | | |

| | | | Nigel J. Murtagh | | | [removed: 59] [added: 60] | | | Managing [removed: Director,] [added: Director and] Chief Risk Officer | | |

He also serves 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 [removed: companies] [added: companies,] and affiliates of CSC.

[removed: Mr. Bettinger] [added: He] served as President of CSC from 2007 to 2021, CSC Chief Operating Officer from 2007 until 2008, and as Executive Vice President and President – Schwab Investor Services of CSC and CS&Co from 2005 to 2007.

Mr. Clark has been Managing [removed: Director,] [added: Director and] Head of Advisor Services [added: of CSC and CS&Co] since 2022 and was Executive Vice President – Advisor Services of [added: CS&Co from 2010 to 2022 and of] CSC from 2012 to 2022.

[removed: Mr. Clark] [added: Mr. Murtagh] has [removed: served as] [added: been] Managing [removed: Director, Head of Advisor Services] [added: Director and Chief Risk Officer] of [added: CSC and] CS&Co since 2022 and was Executive Vice President [removed: – Advisor Services] [added: and Chief Risk Officer] of [added: CSC and] CS&Co from [removed: 2010] [added: 2012] to 2022.

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

Prior to that he served as Senior Executive Vice President of CSC and CS&Co from 2018 to [removed: 2021,] [added: 2022,] Executive Vice President – Client and Marketing Solutions of CSC and CS&Co from 2017 until 2018 and Executive Vice President and Chief Marketing Officer of CSC and CS&Co from 2012 until 2018.

Mr. Martinetto has been Managing Director [removed: since 2022] of CSC [added: since 2022] and [removed: CS&Co, Senior Executive Vice President] [added: was Managing Director] of [removed: CSC and] CS&Co from [removed: 2015] [added: 2022] to [removed: 2022, and Chief Operating Officer of CSC and CS&Co since 2018.][added: 2023.]

[removed: He served as Chief Financial Officer of CSC and CS&Co from] 2007 until 2017, and Executive Vice President of CSC and CS&Co from 2007 until 2015.

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

He has served as General Counsel of CSB since 2009, including as Executive Vice President and General Counsel [removed: of CSB] since 2019, and as Senior Vice President and General Counsel from 2015 to 2019.

\- 129 -

He has served as a director of CSB since 2006 and has been Co-Chairman of the Board of CSB since 2022.

He serves as trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust.

He has served as a director of CS&Co since 2023.

He has served as a director of Charles Schwab Investment Management, Inc. since 2016 and of CS&Co since 2018.

He has served as Chief Operating Officer of CSC since 2018.

He served as Senior Executive Vice President of CSC and CS&Co from 2015 to 2022, Chief Operating Officer of CS&Co from 2018 to 2023, Chief Financial Officer of CSC and CS&Co from

\- 130 -

He has served as Co-Chairman of CSB since 2023.

He also served as Co-Chairman of CSB since 2023.

From 2016 to 2022, Mr. Martinetto was a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust.

He also served on the Board of Directors of CS&Co from 2007 to 2023.

\- 127 -

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

He joined the Board of Directors of TD Ameritrade Holding Corporation in 2020, and has served on the Board of Directors of CS&Co since 2018.

He also serves on the Board of Directors of CS&Co and TD Ameritrade Holding Corporation and serves as Co-Chairman of CSB.

\- 128 -

Mr. Murtagh has been Managing Director and Chief Risk Officer of CSC and CS&Co since 2022, and was Executive Vice President and Chief Risk Officer of CSC and CS&Co from 2012 to 2022.

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

\- 131 -

\- 129 -

The financial statements and independent auditors’ report are included in [added: Part II –] Item 8 and are listed below:

Other financial statement schedules required pursuant to this Item are omitted because of the absence of conditions under which they are required or because the information is included in the Company’s consolidated financial statements and notes in [added: Part II –] Item 8.

| 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, 2019, and incorporated herein by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex0201.htm)] [added: 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](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] [added: Exhibit 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) | | | | | |

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

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

| 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/316709/000031670923000009/schw-12312022xex41110k.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex41110k.htm)] | | | | | |

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

| 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, [removed: 200](http://www.sec.gov/Archives/edgar/data/316709/000031670905000006/exh10_267.txt)[4,] [added: 2004,] and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670905000006/exh10_267.txt) | | | (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 [removed: 10.373 to] [added: 10.3](http://www.sec.gov/Archives/edgar/data/316709/000119312513029698/d475717dex10358.htm)[58](http://www.sec.gov/Archives/edgar/data/316709/000119312513029698/d475717dex10358.htm) [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) | | |

[removed: \-132-][added: \- 132 -]

| 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 [removed: 10.373 to] [added: 10.37](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_374.htm)[4](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_374.htm) [to] the Registrant’s [removed: Form](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_374.htm) [10-Q] [added: Form 10-Q] for the quarter ended September 30, [removed: 2016, incorporated] [added: 2016,](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_374.htm) [and](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_374.htm) [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, [removed: 2016, incorporated] [added: 2016,](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_375.htm) [and](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_375.htm) [incorporated] herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670916000101/schw-20160930xex10_375.htm) | | | (2) | | |

| 10.379 | | | [Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor [removed: plans](http://www.sec.gov/Archives/edgar/data/316709/000031670917000061/schw-09302017xex10379.htm)[,] [added: plans,] filed as Exhibit 10.379 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-09302017xex10379.htm) | | | (2) | | |

| 10.406 | | | [Registration Rights Agreement by and among the Registrant, Charles R. Schwab, The Toronto-Dominion Bank, and certain other stockholders, filed as Exhibit 10.5 to the [removed: Registrant's] [added: Registrant](http://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex1005.htm)[’](http://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex1005.htm)[s] Form 8-K dated November 24, 2019, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex1005.htm) | | | | | |

| 10.407(i) | | | [Consent, [removed: Agreement and] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1173431/000110465920112394/tm2031896d1_ex10-1.htm)[,](http://www.sec.gov/Archives/edgar/data/1173431/000110465920112394/tm2031896d1_ex10-1.htm) [and] Joinder to the Amended and Restated IDA Agreement, dated as of October 6, 2020, by [removed: and](http://www.sec.gov/Archives/edgar/data/1173431/000110465920112394/tm2031896d1_ex10-1.htm) [among] [added: and among] Charles Schwab & Co., Inc., TD Ameritrade, Inc., TD Ameritrade Clearing, [removed: Inc. and] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1173431/000110465920112394/tm2031896d1_ex10-1.htm)[,](http://www.sec.gov/Archives/edgar/data/1173431/000110465920112394/tm2031896d1_ex10-1.htm) [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.](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] [added: Inc., filed] as [removed: 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] [added: Exhibit] 10.407(ii) to the [removed: 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] [added: Registrant’s] Form 10-K for the year ended December 31, 2021, and incorporated [removed: 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] [added: herein] by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex10407ii.htm) | | | | | |

| 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, [removed: Inc.,](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm) [Charles] [added: Inc., Charles] Schwab Trust Bank, as [removed: 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] [added: successor to TD] Ameritrade Trust Company, and Charles Schwab & Co., [removed: Inc.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm)[, filed as](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm) [Exhibit](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm) [10.407 (iii) to the Regi](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm)[stra](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm)[nt](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm)[’](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm)[s](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm) [F](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm)[orm 10-K for the year ended December 31, 2022, and incor](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm)[porated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex10407iii.htm)] | | | | | |

| 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](http://www.sec.gov/Archives/edgar/data/316709/000031670920000054/schw-09302020xex10412ng.htm)[,] [added: plans,] 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](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] [added: plans, 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](http://www.sec.gov/Archives/edgar/data/316709/000031670920000054/schw-09302020xex10414ng.htm)[,] [added: plans,] 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) | | |

| 10.424 | | | [The Charles Schwab Severance Pay Plan, as Amended and Restated Effective June 21, [removed: 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] [added: 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 10.424 to the Registrant’s Form 10-Q for the quarter ended June 30, 2021, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670921000062/schw-06302021xex1042410q.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](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042610k.htm)[,] [added: plans,] filed as Exhibit 10.426 to the [removed: 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] [added: Registrant’s] Form 10-K for the year ended December 31, 2021, [removed: and](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042610k.htm) [incorporated] [added: and incorporated] by [removed: 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)] [added: reference.](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](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042710k.htm)[,] [added: plans,] filed [removed: as](http://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw-12312021xex1042710k.htm) [Exhibit] [added: as Exhibit] 10.427 to the [removed: 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] [added: Registrant’s] Form 10-K for the year ended December 31, 2021, and incorporated by [removed: 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)] [added: reference.](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/316709/000031670923000009/schw-12312022xex21110k.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex21110k.htm)] | | | | | |

| 23.1 | | | [Independent Registered Public Accounting Firm’s [removed: Consent.](https://www.sec.gov/Archives/edgar/data/316709/000031670923000009/schw-12312022xex23110k.htm)] [added: Consent.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex23110k.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/316709/000031670923000009/schw-12312022xex31110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex31110k.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/316709/000031670923000009/schw-12312022xex31210k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex31210k.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/316709/000031670923000009/schw-12312022xex32110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex32110k.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/316709/000031670923000009/schw-12312022xex32210k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex32210k.htm)] | | | (1) | | |

| (3) | | | *Attached as Exhibit 101 to this Annual Report on Form 10-K for the annual period ended December 31, [removed: 2022,] [added: 2023,] 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.* | | | | | |

| 4.13 | | | [Twenty-First Supplemental Indenture,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm) [dated](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm) [as of May 19, 2023,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm) [by and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, N.A.](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm)[,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm) [as Trustee, filed as Exhibit 4.78 to the Registrant’s Form 8-K dated May 19, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm) | | | | | |

| 4.14 | | | [Twenty-Second Supplemental Indenture,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm) [dated as](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm) [of May 19, 2023,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm) [by and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, N.A.](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm)[,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm) [as Trustee, filed as Exhibit 4.79 to the Registrant’s Form 8-K dated May 19, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm) | | | | | |

| 4.15 | | | [Twenty-Third Supplemental Indenture,](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm) [dated as of August 24, 2023,](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm) [by and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, filed as Exhibit 4.82 to the Registrant’s form 8-K dated August 24, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm) | | | | | |

| 4.16 | | | [Twenty-Fourth Supplemental Indenture](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)[, dated as of November 17, 2023,](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm) [by and between CSC and The Bank of New York Mellon Trust Company, N.A., as Trustee](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)[, filed as Exh](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)[ibit 4.85 to the Registrant](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)[’](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)[s Form 8-K dated November 17, 2023, and incorporated](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm) [herein by](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm) [reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm) | | | | | |

\-135-

| 10.407(iv) | | | [Second Amended and Restated Insured Deposit Account Agreement, dated May 4, 2023, by and among TD Bank USA, National Association and TD Bank, National Association, and The Charles Schwab Corporation, Charles Schwab & Co., Inc., Charles Schwab Trust Bank, TD Ameritrade, Inc., and TD Ameritrade Clearing, Inc., filed as Exhibit 10.1 to the Registrant’s Form 8-K dated May 4, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523136479/d374651dex101.htm) | | | | | |

\-136-

| 10.431 | | | [Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043110k.htm) | | | (2) | | |

| 10.432 | | | [Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043210k.htm) | | | (2) | | |

| 10.433 | | | [Form of Notice and](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043310k.htm) [Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043310k.htm) [under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043310k.htm) | | | (2) | | |

| 10.434 | | | [Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043410k.htm) | | | (2) | | |

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\-137-

THE CHARLES SCHWAB CORPORATION

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

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| 97.1 | | | [T](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)[he Cha](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)[rles Schwab Corporation](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm) [Section 16 Officer](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm) [Incentive Compensation Recovery Policy.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm) | | | | | |

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\- 130 -

\-131-

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 [removed: 24, 2023.][added: 23, 2024.]

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 [removed: 24, 2023.][added: 23, 2024.]

| Mark A. Goldfarb, Director | | | | | | [removed: William S. Haraf,] [added: Frank C. Herringer,] Director | | |

| /s/ [removed: Gerri K. Martin-Flickinger] [added: Brian M. Levitt] | | | | | | /s/ [removed: Bharat B. Masrani] [added: Gerri K. Martin-Flickinger] | | |

| [removed: Gerri K. Martin-Flickinger,] [added: Brian M. Levitt,] Director | | | | | | [removed: Bharat B. Masrani,] [added: Gerri K. Martin-Flickinger,] Director | | |