Annual Report
Letter From the CEO
Employer of Choice Recognition
Letter From the CFO
Financial Highlights
Growth in Client Assets and Accounts
Executive Management
Form 10-K
Board of Directors
Corporate Information
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9
10
16
17
18
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i
ii
“Alwaysputtheclientfirst.”
Chuck Schwab
Since day one, we’ve set out to challenge the status quo, looking
for ways to offer our clients more value and a better experience.
We’re confident our approach can help people take ownership of
their financial futures.
We believe in the power of investing, which helps turn earners
into owners. Investing can be truly transformative when investors
actively engage and when they work collaboratively with the right
financial provider.
We are champions of investors and those who serve them.
We look at the world through our clients’ eyes and keep that
perspective at the heart of everything we do.
We offer investors a contemporary, full-service approach to build
and manage their wealth. We help investors either directly as
Schwab clients or through one of the thousands of independent
advisors and employers we serve.
This is how we help investors, advisors, employers, and employees
take ownership of their futures.
The Charles Schwab Corporation (NYSE: SCHW) is an investing services firm with a history of innovating and
advocating for individual investors and the advisors and institutions who serve them.
In addition to historical information, this Annual Report to Stockholders contains “forward-looking statements,” which are identified
by words such as “believe,” “expect,” “will,” “may,” “would,” “could,” “should,” “growth,” “build,” “deliver,” “continue,” “remain,”
“can,” “improve,” “drive,” “potential,” “enable,” “scenario,” “lead,” “plan,” “future,” “position,” “optimize,” “target,” “room,” and other
similar expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or
circumstances are forward-looking statements. These forward-looking statements, which reflect management’s beliefs, objectives, and
expectations as of the date hereof, are estimates based on the best judgment of the company’s senior management. These statements
relate to, among other things: growth in the company’s client base, client assets, market share, revenues, earnings and profits;
reinvestment in the business; scale, discipline, and “Through Clients’ Eyes” approach; stockholder value; the interest rate environment;
and disruptive actions (see “Letter From the Chief Executive Officer” and “Letter From the Chief Financial Officer”); the impact of interest
rate moves on net interest revenues; the impact of potential corporate tax reform and moderation in proliferation of regulations; and
the domestic market opportunity (see “Letter From the Chief Executive Officer”); balancing near-term profitability with reinvestment for
long-term growth; expenses; the impact of fluctuations in the S&P 500® Index and interest rates on revenue growth; the gap between
revenue and expense growth; pre-tax profit margin; balance sheet growth and strength; optimizing the spread earned on client cash
sweep balances; and the target range for common stock dividends (see “Letter From the Chief Financial Officer”). Achievement of the
expressed beliefs, objectives, and expectations described in these statements is subject to risks and uncertainties that could cause
actual results to differ materially from the expressed beliefs, objectives, and expectations. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of March 2, 2017 (or such earlier date as may be specified herein).
See “Forward-Looking Statements” in Management’s Discussion and Analysis of Financial Condition and Results of Operations on
page 20 in the Form 10-K for a discussion of important factors that may cause such differences.
WALT BETTINGER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
2
LETTER FROM THE CHIEF EXECUTIVE OFFICER
To my fellow stockholders
“ThroughClients’Eyes.”It’sasimplephrase.
Maybeevenabitsimplistic.Butitisatthecore
ofhowweoperateatSchwab.Thesethreewords
dictate our strategy, our approach to service,
our approach to pricing, and our approach to
communications.
When I pen my annual letter to you, my fellow
stockholders,youaremyclients.Andtomeet
your needs as clients, I strive to craft the letter
with a minimum of jargon, corporate speak,
andtrendybuzzwords.Mygoalistobeclear,
transparent, and straightforward as I share the
current standing of your company and its future
prospects.Asalways,thelitmustestformyletter
is whether it reads as if I were corresponding with
a business partner who has been out of touch for
thepastyear.PleaseletmeknowifI’veachieved
thisgoal.
2016 was a remarkable year in the business
worldonmanyfronts.Whileourcountrywaded
through a bruising presidential election, we faced
a slow-growing economy, a volatile stock market,
andcontinuedultra-lowinterestrates.While
some companies grew, many more faced extreme
difficultyinincreasingtheircustomerbaseand
revenue.Yourcompanywasoneofthefewthat
demonstratedoutstandinggrowthin2016.Why?
Because“ThroughClients’Eyes”arenotjust
words on paper—they describe how we operate
eachandeveryday.
Operating through clients’ eyes contributed to
three primary themes for 2016:
1. We continued as a disruptive force for
change, challenging the status quo in the
investing world;
2. Our clients’ trust enabled us to achieve
record revenue, record earnings, and record
client assets; and
3. Their trust creates tremendous optimism for
future growth.
Please join me as we examine each of
thesethemes.
3
LETTER FROM THE CHIEF EXECUTIVE OFFICER Challenging the status quo
Change was in the air in 2016 as our citizens elected a
newpresidentandCongress.Mostwouldagreethata
surge in populist and local attitudes played a major role
indecidingthewinnersandlosersintheelection.This
emphasis on Main Street, as opposed to Wall Street or
Hollywood,iscoretooureffortsatSchwab.
Forty-fiveyearsago,ourfounder,ChuckSchwab,insisted
thatinvestingshouldbeopeneduptotheaverageAmerican.
When brokerage commissions were deregulated in 1975 and
mostinvestmentfirmsraisedcommissionsontheaverage
American,Chuckloweredthem.Asaresult,moreofMain
Street America became investors in the stock market, and
theirwealthhasgrowndramaticallyoverthepastdecades.
Low-cost investing today
Today,theworldofinvestingischanging.Fewerinvestors
researchandinvestinindividualstocks,orevenbonds.
Instead, more and more investors are opting to invest in
index mutual funds and exchange-traded funds (ETFs) that
trackthestockandbondmarkets.Andconsistentwiththis
approach, fewer investors are choosing to invest in actively
managedmutualfundsthattrytooutperformthemarkets.
As you would expect, Schwab is right there supporting
MainStreetAmerica.MostinvestorsknowthatourETFs
are generally the lowest priced in their respective Lipper
categories, but did you know that our market-cap index
mutual funds 1arealso?Infact,ourmarket-capindex
mutual funds are among the lowest in the industry and—
importantly for Main Street America—are offered with no
minimuminvestmentrequired.
Why do we care about keeping these fees so low in
Schwab index mutual funds for allinvestors?It’sreally
simple.Thelessourclientspayinfees,themoremoney
theykeepintheirpockets.Afterall,it’stheirmoney
tobeginwith.Seeingthroughclients’eyesmeans
challenging the status quo when it comes to offering
greatpricing—butthat’sonlythebeginning.
Net expense ratios for investments in a
market-cap index mutual fund
For an investor with $5,000 to invest:
Schwab
Fidelity
Vanguard
S&P 500 Index
0.03%
0.09%
0.14%
Small-Cap Core
0.05%
0.19%
0.18%
International
Multi-Cap Core
0.06%
0.19%
0.17%
Core Bond
0.04%
0.15%
0.15%
For an investor with $50,000 to invest:
Schwab
Fidelity
Vanguard
S&P 500 Index
0.03% 0.045% 0.04%
Small-Cap Core
0.05%
0.07%
0.06%
International
Multi-Cap Core
0.06%
0.08%
0.07%
Core Bond
0.04%
0.05%
0.05%
For an investor with $5 million to invest:
Schwab
Fidelity
Vanguard
S&P 500 Index
0.03% 0.035%
–*
Small-Cap Core
0.05%
0.06%
0.05%
International
Multi-Cap Core
0.06%
0.06%
0.06%
Core Bond
0.04%
0.04%
0.04%
* An Institutional share class is expected to become available on 3/13/2017,
according to an amended initial prospectus filing on 1/11/2017, and the
operating expense ratio (OER) is expected to be 0.035%. Vanguard offers
the Vanguard Institutional Index Fund – Institutional class at 0.04%, which
is a separate fund from the Vanguard 500 Index Fund but is designed to
track the S&P 500 Index.
The table is based on prospectus net expense ratio data comparisons
between Schwab market-cap index mutual funds and non-Schwab
market-cap index mutual funds. The non-Schwab mutual funds shown
represent Vanguard and Fidelity index mutual funds with the lowest expense
ratios with a $10,000 minimum investment within their fund family in their
respective Lipper categories. Schwab OERs listed reflect OERs effective as
of 3/1/2017. Competitor net OERs represent the lowest OER reported from
annual reports, prospectuses and Strategic Insight Simfund, as reflected on
2/24/2017.
4
LETTER FROM THE CHIEF EXECUTIVE OFFICER Schwab Satisfaction Guarantee
course, we built in an automated professional investment
Inearly2017,weannouncedanindustryfirst—avery
simple“noquestionsasked”SchwabSatisfaction
Guarantee. 2 Seeing through clients’ eyes led us to ask,
“Why is it that when you buy a new watch, or maybe
anoutdoorgrill,youexpecttobesatisfiedwithyour
purchaseorhavetherighttoreturnitforarefund?
advisoryplatformthatoffersdiversificationacross
as many as 20 asset classes, along with automatic
rebalancingandtax-lossharvestingformostclients.
And we did it all for an annual advisory program fee of
only0.28%ofaclient’smanagedassets.Totopitall
off, we capped the annual fee at $3,600—no matter how
And yet, in the investment services industry, this same
large your investment portfolio is!
concepthaslargelyneverapplied?”Nowitdoesat
CharlesSchwab.
Seeing through clients’ eyes means leveraging
technology and credentialed professionals, along with
Wemadeitassimpleaspossible.If,foranyreason,youare
exceptionally low costs, leaving more money in clients’
unhappy with the service you received from Schwab on a
pockets and helping to ensure they can meet their goals
trade, a transaction, a service experience, or even on the
forthefuture.
selectadvisoryservicesweoffer,wewillrefund100%of
your commission or advisory program fee with no questions
asked.Andthenwewillworkwithyoutounderstandwhere
wefailedyou—andstrivetomakeitright.
Shouldn’teveryinvestmentfirmofferthissimplepromise?
Schwab Intelligent Advisory™
Most investors realize that the cost of buying and selling
stockshasfallenovertheyears.AtSchwab,ourbasic
onlineequitycommissionisnowonly$4.95 3 per online
equityorETFtrade.Andmostinvestorsrealizethatthe
expenses associated with investing in an ETF or an index
mutualfundtendtobeverylow.However,manyinvestors
remainfrustratedbytherelativelyhighcostoffinancial
planningandpersonalizedinvestmentadvisoryservices.
And higher-net-worth investors are often particularly
frustrated by the notion that the fees they pay for advisory
servicesjustkeeprisingastheirassetsgrow.
Record revenue, record earnings,
record client assets
Today, many businesses run sophisticated algorithms
or computer models to maximize revenue generated
per customer, or they adjust their pricing in real time to
optimizeprofits.Haveyounoticedthislatelywhenyou’ve
purchasedticketstoflywithacommercialairlineorride
withoneofthenewercarservicesduringrushhour?
AtSchwab,wethinkaboutrevenuesandprofits
differently.Webelieveourclients’trustinusisthelens
throughwhichourfinancialresultsshouldbeviewed.
As we demonstrate trustworthiness, our clients choose
to bring more of their business to us—whether it is their
investment dollars, their checking accounts, or their
mortgages.Sowhenweenjoyrecordfinancialresultsin
At Schwab, we recently introduced Schwab Intelligent
virtually every measurable area, we turn to our clients
Advisory—a modern approach to investment advice that
andsay,“Thankyou.”
addressesthesekeyissues.First,wemadeitavailable
to Main Street America with a low investment minimum
Andweoweourclientsmanythanksfor2016.Our
of$25,000.Next,weincludedpersonalizedfinancial
revenuecontinueditsupwardclimbtoarecord$7.5
and investment planning sessions with professionals
billion—17%higherthantheprioryearand59%higher
who have a Certified finanCial Planner™certification.Of
thanitwasonlyfiveyearsago.
5
LETTER FROM THE CHIEF EXECUTIVE OFFICER Earnings, or net income, also achieved record levels
in2016—31%higherthanthepreviousyearand119%
higherthanonlyfiveyearsago.Andclientassets,the
ultimate measure of client trust, ended the year at record
levels—11%higherthantheprioryearand66%higher
thanonlyfiveyearsago.
Althoughthesefinancialresultsareimpressive,wealso
madesuretheyweren’t“one-yearwonders.”Toomany
companies create short-term results by underinvesting
in their business or taking shortcuts that ultimately come
backtohurtstockholderslater.ButnotatSchwab.
Our disciplined approach ensures we invest for the
future,oftensacrificingshort-termresultsforlong-term
stockholdervalue.
For example, our technology development budget in 2016
wasthelargestinourfirm’shistoryand48%higherthan
theyearbefore.Weinvestedinhiringnewemployees,
growingourworkforceby6%to16,200professionals
at year-end—virtually all of them hired right here in the
UnitedStates.Andwedidallthiswiththediscipline
you’vegrowntoexpectfromSchwab.Adisciplinethat
permeateseverytrade-offdecisionwemake.After
all, when your leadership team spends money, we
neverforgetthatitisyourmoney.Andwetakethat
responsibilityincrediblyseriously.
Intheend,our“ThroughClients’Eyes”strategyand
disciplined focus on operating the business creates
resultsforyou—ourstockholders.Five years ago, on
December 31, 2011, our stock price was $11.26.
In 2016, our stock price exceeded $40.00 and ended
the year at $39.47. When adding in the dividends we
paid to our common stockholders, investors in Schwab
earneda21%returnin2016.Andloyallong-term
investorshaveearneda271%returnoverthepast
fiveyears,includingdividends.
NET REVENUES
(IN MILLIONS)
$4,883
2012
$5,435
2013
$6,058
2014
$6,380
2015
$7,478
2016
NET INCOME
(IN MILLIONS)
$928
2012
$1,071
2013
$1,321
2014
$1,447
2015
$1,889
2016
TOTAL CLIENT ASSETS
(INBILLIONSATYEAR-END)
$1,952
2012
$2,249
2013
$2,464
2014
$2,514
2015
$2,780
2016
6
LETTER FROM THE CHIEF EXECUTIVE OFFICER Optimism for future growth
entrusted us with more than $100 billion of net new
assets—thefifthconsecutiveyeartheyhavehonoredus
One of our favorite sayings at Schwab borrows from the
GreatOnehimself—HockeyHallofFamerWayneGretzky.
Mr.Gretzkywasfondofsayinghewouldalways“skate
towherethepuckisgoing.”AtSchwab,weneverstop
asking where the puck is headed—and striving toward
thatplace.Andothersrecognizethisapproach.
In2016,J.D.Powerrankedushighestinoverallsatisfaction
initsFull-ServiceInvestorSatisfactionStudy.4 And in
the 2016 Customer Quotient™ (CQ) US Report by C
Space, Schwab was the most customer-inspired brand
infinancialservices,withascoreof7.31againstan
industryaverageof–0.68.
More globally, we were also honored as one of the
FORTUNE Top 50 “World’s Most Admired Companies®”—
rankingNo.1forinnovationandsocialresponsibilityin
ourindustrycategory. 5
Certainly, we acknowledge that third-party recognition
isonlysoimportant.Theultimatemeasureishowour
clientsandprospectsseeus.Andthisgivesusgreat
confidenceandoptimismforthefuture.In2016,clients
withthisleveloftrust.
CORE NET NEW ASSETS
(IN BILLIONS)
$112.4
2012
$140.8
2013
$124.8
2014
$134.7
2015
$125.5
2016
And other winds also began to blow in our favor as
wecametoyear-end2016.InDecember,theOpen
Market Committee of the Federal Reserve raised short-
terminterestratesanother0.25%.Althoughamodest
increase and the only increase in 2016 (relative to the
three or four 2016 increases the Fed was projecting in
December 2015), the resulting rise in interest rates helps
us generate more net interest revenue and positions us
wellatthestartof2017.
2016 Customer
Satisfaction Recognition
2016 Most Admired
Companies Recognition
J.D. Power
Schwab ranked “Highest in Investor Satisfaction
With Full-Service Brokerage Firms”inthe2016
Full Service Investor Satisfaction Study SM.
FORTUNE
Selected as one of the FORTUNE Top 50
“World’s Most Admired Companies®. ”
Charles Schwab received the highest numerical score in the J.D.
Power 2016 Full Service Investor Satisfaction Study, based on 6,006
responses from 20 firms measuring opinions of investors who used
full-service investment institutions and were surveyed in January
2016. Your experiences may vary. Visit jdpower.com.
From FORTUNE Magazine, March 1, 2016 ©2016 Time Inc. FORTUNE
and The World’s Most Admired Companies are registered trademarks
of Time Inc. and are used under license. FORTUNE and Time Inc. are
not affiliated with, and do not endorse products or services of, Charles
Schwab & Co., Inc. Based on a survey by the Korn Ferry Hay Group of
4,000 respondents comprised of corporate executives, directors, and
analysts. The respondents were asked to select the 10 companies
they admired most from a list compiled according to selection criteria
established by FORTUNE and Korn Ferry Hay Group.
7
LETTER FROM THE CHIEF EXECUTIVE OFFICER And with the new president and Congress in place, the
potential for corporate tax reform and some moderation
in the recent proliferation of regulations could also lead
virtuallynoonehadheardofonlyfourdecadesago.But
for a company that today approaches $3 trillion in client
assets,Iwouldnotdiscountourchances.
toimprovedfinancialperformance.
Conclusion
For the past nine years, I have had the honor of crafting
thislettertoyou,ourvaluedstockholders.Lastyear,I
spokeofapossibleinflectionpointastheFedraised
It’s a virtuous cycle—we strive to challenge the status
quotobenefitinvestors,whorewarduswithmoreof
theirassets,leadingtorecordfinancialresults,whichin
turn lead to outstanding stockholder results and greater
investments, which enable us to challenge the status quo
tobenefitinvestors.Andthebestpartofitall…wehave
onlyjustbegun.
ratesinDecember2015forthefirsttimeinabouta
Thankyouforyourconfidence!
decade.Today,interestrateshavebeenraisedagain,
and the aggressive Schwab I hinted at last year is now in
Warmly,
fullforce.
With our recent decisions to reduce commissions, lower
index mutual fund expenses, and introduce Schwab
IntelligentAdvisory,wearejustgettingstarted.Our
unique strategic position based on scale, discipline, and
our“ThroughClients’Eyes”approachispoisedtodrive
considerablegrowthinthecomingyears.
Walt Bettinger
March 2, 2017
We believe our domestic market opportunity is in excess
of $30 trillion as investors look to the future and consider
linkedin.com/in/waltbettinger
twitter.com/waltbettinger
moremodernwaystoinvest.Ourgoalistocaptureas
many of those dollars as possible by being the single
mosttrustworthyinvestmentservicesfirminAmerica.
It’s an ambitious goal coming from a company that
1 This claim is based on prospectus net expense ratio data comparisons between Schwab market-cap index mutual funds (no minimum investment required) and ETFs
and non-Schwab market-cap index mutual funds and ETFs in their respective Lipper categories. Schwab operating expense ratios (OERs) reflect OERs effective as
of 3/1/2017. Competitor net OERs represent the lowest OER reported from annual reports, prospectuses, and Strategic Insight Simfund, as reflected on 2/24/2017.
Funds in the same Lipper category may track different indexes, have differences in holdings, and show different performance. Competitors may offer more than one
market-cap index mutual fund in a Lipper category, including funds that are not market-cap index mutual funds. Expense ratios are subject to change.
2 If you are not completely satisfied for any reason, at your request Charles Schwab & Co., Inc. (“Schwab”) will refund any eligible fee related to your concern within
the time frames described below. Two kinds of “Fees” are eligible for this guarantee: (1) asset-based “Program Fees” for certain investment advisory services
sponsored by Schwab; and (2) commissions and fees listed in the Charles Schwab Pricing Guide for Individual Investors (“Account Fees”). Program Fee refund
requests must be received no later than the next calendar quarter after the Fee was charged. Account Fee refund requests must be received within one year of
the date that the Fee was charged.
3 Restrictions apply: The $4.95 commission does not apply to certain transactions. All broker-assisted and automated phone trades are subject to service charges.
See the Charles Schwab Pricing Guide for Individual Investors for full fee and commission schedules.
4 Charles Schwab received the highest numerical score in the J.D. Power 2016 Full-Service Investor Satisfaction Study, based on 6,006 responses from 20 firms
measuring opinions of investors who used full-service investment institutions and were surveyed in January 2016. Your experiences may vary. Visit jdpower.com.
5 From FORTUNE Magazine, March 1, 2016 ©2016 Time Inc. FORTUNE and The World’s Most Admired Companies are registered trademarks of Time Inc. and are used
under license. FORTUNE and Time Inc. are not affiliated with, and do not endorse products or services of, Charles Schwab & Co., Inc. Based on a survey by the Korn
Ferry Hay Group of 4,000 respondents comprised of corporate executives, directors, and analysts. The respondents were asked to select the 10 companies they
admired most from a list compiled according to selection criteria established by FORTUNE and Korn Ferry Hay Group.
8
LETTER FROM THE CHIEF EXECUTIVE OFFICER Admired as an
employer of choice in 2016
Weareproudofourcultureofservice,teamwork,andseeingtheworldthroughclients’eyes.Ourculturetruly
differentiatesSchwabandmakesourcompanyagreatplacetowork.Weplacegreatvalueontherecognitionwe
receiveasanemployerofchoice,particularlythoseawardsthatarebasedonthefeedbackofouremployees.
Schwab ranks as a top place to work in many of the places we call home
A r i z o n a
A u s t i n
C h a r l o t t e
C h i c a g o
C e n t r a l
F l o r i da
C l e v e l a n d
D e n v e r
I n d i a n a p o l i s
Sa n F r a n c i s co
Since 2013, Schwab has consistently
been recognized as a top place to
work based on employee feedback
in major markets where Schwab
hassignificantconcentrationsof
employees, including Austin, Chicago,
Cleveland, Denver, Indianapolis, the
San Francisco Bay Area, and the
stateofArizona.In2016,Schwab’s
annual recognition expanded to
includeCentralFloridaandCharlotte.
Schwab is also
recognized nationally
Gallup® Great Workplace Award
In 2016, Schwab received with
placingSchwabamongthetop40
companies recognized for having
the most engaged workforces in the
world.Schwabwasalsoawarded
the“ExcellenceinOutcomes”award,
given to the company with the best
“TotalPerformance.”
Human Rights Campaign
Corporate Equality Index rating
Cultivating a work environment that
celebrates diversity and champions
inclusionbenefitseveryone—our
employees, our clients, and our
communities—so we put great effort
into this, and we are honored to be
recognizedforourwork.
distinctionafifthconsecutivewinof
the Gallup Great Workplace Award,
Since2004,CharlesSchwabhas
receiveda100%ratingontheHuman
Rights Campaign’s Corporate Equality
Index.TheindexratesAmerican
workplaces on lesbian, gay, bisexual,
andtransgenderequality.
Multiple military-friendly
workplace awards
Schwab has been recognized annually
as a military-friendly workplace and
for its commitment to hiring veterans
by G.I. Jobs and Military Spouse
magazines since 2012, and Military
Times EDGEmagazinesince2010.
Schwab has also been recognized
as a “Best of the Best Top Veteran-
FriendlyCompanies”byU.S. Veterans
Magazineforfiveconsecutiveyears.
EMPLOYEROFCHOICERECOGNITION 9
JOE MARTINETTO
CHIEF FINANCIAL OFFICER
10 LETTER FROM THE CHIEF FINANCIAL OFFICER
Room to run
By the end of 2016, we could see that our
financialstoryfortheyearwouldbetheonewe
aimed for at the outset: making the most of an
improvingenvironment.Thefinancialformula
I’ve described to you in so many conversations
and presentations during my tenure as CFO
onceagainworkedasspecified.Wedrovesolid
business growth by following our “Through
Clients’Eyes”strategy,wedeliveredsolidrevenue
growththroughdiversifiedsources,andwe
achievedimprovedprofitabilitythroughcontinued
expensediscipline.Andwhatasetofresults!In
2016,weattained11%growthinclientassetsto
arecord$2.78trillion;17%growthinrevenues
toarecord$7.5billion;a4.3percentagepoint
increaseinourpre-taxprofitmargintoarecord
40%;a31%liftinournetincometoarecord
$1.9billion;anda14%returnonequity(ROE),
ourhighestinsevenyears.Asweallknownow,
the environment did help—economic conditions
improved, equity market returns were solidly
positive, and interest rates inched further away
fromtheultra-lowlevelsofrecentyears.Yet2016
includedaseriesofsignificantroughpatches
that made our strong full-year results far from
certain, and that reinforced the importance of
ourdisciplined,flexibleapproachtomanaging
spending.Webelievethatcombinationof
disciplineandflexibilityiscrucialtoourabilityto
successfullybalancenear-termprofitabilitywith
reinvestingtodrivelong-termgrowth.
Let’s review how we managed through the ups
and downs of 2016 to arrive at our record level of
performance, and then we can discuss the path
forwardfromhere.
11
LETTER FROM THE CHIEF FINANCIAL OFFICER PRE-TAX PROFIT MARGIN
29.7%
2012
31.4%
2013
34.9%
2014
35.7%
2015
40.0%
2016
As I said, we entered 2016 poised to make the most of
animprovingenvironment.TheFederalReservehad
justtakenitsfirststepawayfromitszero-interest-rate
policyofthepost–financialcrisisera,andeconomic
growth looked strong enough to warrant at least one
more move during the year, which we included in our
plans.Ourbaselineoutlookalsoincludedrelativelyflat
long-terminterestratesanda6.5%improvementin
the S&P 500® Index over year-end 2015, along with a
potential decline in revenue trades due to an expected
slowdowninclientportfolioturnover.Soimproving
overall, but I think you’ll agree we weren’t counting on
anextraordinaryamountofhelpfromexternalfactors.
And that’s an important point—we don’t need an
extraordinaryenvironmenttoproducestrongresults.
All we need is for the environment not to work against
us.Withthoseassumptions,weexpectedtoturnstrong
growthinourclientbaseintomid-teensrevenuegrowth.
That solid revenue growth would give us breathing
room for increased investment to support needed
expansion of our team, our products and services, and
ourinfrastructuretobetterserveclients.Weplanned
for expense growth right around the double-digit mark,
whichinturnwouldenableustodeliverarevenue/
expense growth gap of approximately 500 basis points
andapre-taxprofitmarginofaround39%.Afternearly
a decade of hard work, we had positioned ourselves to
investmoreaggressivelyandstillachieveaprofitmargin
comparable to the record we set in 2008, while serving
a client base more than twice as large and coping with
an environment that was literally taking an estimated
$4billioninrevenueawayfromusthroughlowerinterest
rates.Werewefiredup?Youbet.
Thefirstroughpatchhitalmostimmediatelyinthefirst
quarter.U.S.andglobal(i.e.,China)economicdata
showed signs of weakness, and the major equity indices
fell by double-digit percentages before regaining their
footing.Whilethesejoltsdidn’tknockusoffcourse
relative to our scenario for the year, they cast strong
doubt on the strength of the environment overall and
thelikelihoodoffurtherFedrateaction.Wetherefore
reassessed our spending expectations with an eye
towards slowing the pace of increase without disrupting
ourpriorities.
12
LETTER FROM THE CHIEF FINANCIAL OFFICER RETURNONEQUITY
11%
2012
11%
2013
12%
2014
12%
2015
14%
2016
Things settled down for a while, but then the second
theirholdingsinadvanceoftheserulestakingeffect.
patch hit around mid-year, as the United Kingdom
Our retail-focused money fund balances were relatively
debated and ultimately held its referendum on whether
unaffected,sowewereabletobenefitfromthesehigher
toremainintheEuropeanUnion—Brexit.Marketvolatility
rates through a further reduction in related management
spiked, with the S&P Global Broad Market Index losing a
fee waivers, as well as through improved net interest
record$3trillioninvalueoverjusttwotradingsessions.
revenue from client cash balances at our bank and
Yetonceagain,theenvironmenteventuallycalmedas
broker-dealer.
underlyingeconomicdatashowedongoingprogress.The
big news for us during this period was the Fed’s decision
to forgo the mid-year rate hike we had included in our
scenario.Soeventhoughconcernsregardingeconomic
growth, the general direction of interest rates, and equity
valuations abated somewhat as we passed into the
The third rough patch hit later in the year, during the
run-uptoourpresidentialelection.Inthemidstof
a hard-fought campaign season featuring strongly
contrasting visions for the country’s direction, volatility
rose and both market valuations and trading activity took
second half of 2016, there was still plenty of uncertainty
astepback.Withthedecisionsettledandeconomic
surroundingthenear-termoutlook.Wethereforechose
progress continuing, volatility once again retreated and
to hold the line on our adjusted spending plans and
themarketsreflectedincreasedoptimism.Againstthis
remainvigilantinmonitoringconditions.
backdrop,theFedfinallymovedaheadwiththeirsecond
Importantly, even without that mid-year rate hike, short-
terminterestratesbegantoliftduetotechnicalfactors.
So we lived through a year where the environment was
In particular, the advent of new rules regarding the
less helpful than expected for major stretches, yet
structure and management of money market funds led to
alaterallyandratemovehelpedthefinaltallylook
an increase in LIBOR as institutions chose to reallocate
okay—nominalGDPgrowthrunningat2.5%orbetter,
ratehikeattheirDecembermeeting.
13
LETTER FROM THE CHIEF FINANCIAL OFFICER EXPENSES AS A
PERCENTAGE OF AVERAGE
TOTAL CLIENT ASSETS
0.67%
1996
0.25%
2006
0.17%
2016
theS&P500uproughly10%,andofcourse,thatsecond
ratehike.Clientsbroughtus$125.5billioninnetnew
assets,andtheirassetshousedatSchwabgrew11%
overallto$2.78trillion.Weturnedourbusinessgrowth
andtheimprovedinterestrateenvironmentinto17%
revenue growth by generating record levels of net interest
revenue and asset management and administration fees,
which more than offset lower revenue from trading and
a decline in other revenue from the conclusion of certain
litigation.That’sover$1billioninexpandedrevenuesin
justoneyear.Comparedtoourbaselinescenario,we
endedupproducingmorerevenue,alargerrevenue/
expensegrowthgap,andahigherpre-taxprofitmargin
thanweexpected.
navigate with relative stability because we didn’t allow
ourselvestogetoverextended.We’refarbetteroffsitting
here in a position of strength, able to choose our next
steps, versus being forced to triage spending cuts across
infrastructure,initiatives,andstaff.
Weareproudofour2016financialperformance.And
while we got banged around a bit along the way, we
finishedtheyearjustasfiredupaswestarted.Howdo
webuildonayearlikethis?I’llsayitonemoretime:by
doing exactly what we’ve been doing—continuing to drive
solid business growth by executing our “Through Clients’
Eyes”strategy,generatingsolidrevenuegrowththrough
diversifiedsources,anddeliveringimprovedfinancial
performancethroughsustainedexpensediscipline.
In2017,webelieveflexibilityanddisciplinewillremain
frontandcenterinourfinancialmanagement.Recently,
we announced a series of price reductions that share
someofthebenefitsofthescalethatwe’vebuiltinthe
business and should continue to help drive growth in the
future.It’lltakeawhiletoassessclientreactiontoour
recent pricing moves, and while signs currently point to
continued economic recovery, the extent and pace of
futureFedrateactionsarebynomeanscertain.Sowe
startwithagameplanfortheworldasitis.Assuming
the economy keeps moving forward, the S&P 500
appreciatesatitslong-termaveragerateof6.5%for
the year, and interest rates stay essentially where they
started, we believe we can turn continued success with
In hindsight, could we have used that revenue lift to
clientsintolowdouble-digitrevenuegrowth.Inthat“no
reinvestevenmoreaggressivelyinthebusiness?I
ratehike”scenario,we’dexpecttocontinuereinvesting
remainconvincedwemadetherightchoices.Inthe
at a strong pace that leaves room for a 200–300 basis
end,expensegrowthwastrimmedonlymodestlyto9%,
point gap between revenue and expense growth and a
orastillsubstantial$384million.Wekeptupwithour
pre-taxprofitmarginofatleast41%.It’sthecombination
growing client base, and we funded our priorities while
ofdisciplineandflexibilitythatwillenableustocontinue
avoiding the potential disruption and loss of momentum
making the most of whatever the environment ultimately
that can accompany having to retrench in the face of
sends our way—and that will help us adapt our spending
environmentalpressures.Theenvironmentthrewus
as appropriate to balance the aggressive pursuit of
a series of shocks that left interest rates and market
opportunities to drive long-term stockholder value with
valuations below expectations, which we were able to
strongnear-termprofitability.
14
LETTER FROM THE CHIEF FINANCIAL OFFICER I should touch on balance sheet and capital management
beforewrappingup.Ourfocusremainsonmanagingthe
company’s balance sheet to support growth initiatives
and further our strategy of optimizing the spread
earnedonclientcashsweepbalances.Wecompleted
approximately $8 billion in bulk transfers of client cash
balances from money market funds to Schwab Bank
during2016.Thesetransfers,alongwithgrowthinbank
deposits from our ongoing asset gathering, helped
increase interest-earning assets on our balance sheet
by22%to$216billionatyear-end.Wesupportedthis
growth with capital generated through earnings and
theissuanceofapproximately$1.4billioninadditional
preferredstock.AspartofmanagingSchwab’scapital
levels, we maintain a target range for common stock
dividendsequalto20%to30%ofearnings;consistent
with our improving earnings picture, we increased our
quarterlycashdividendby17%duringtheyearto$0.07,
andanother14%to$0.08,inthefirstquarterof2017.
Weended2016withaTier-1Leverageratioof7.2%.Our
solid capital position and healthy returns (remember that
14%ROE!)areanotherimportantaspectofourabilityto
continuedrivingprofitablegrowth.
The bottom line, now that we’re through the struggles
ofrecentyearstorebuildourprofitability,isthatwe
havegiventhecompanyroomtorun.Wehavethe
sheer size and revenues, the resources, the record
profitmargin,andtheoperatingefficiency(measured
in expense per dollar of client assets) to chart our own
course to building a greater share of investable wealth
intheUnitedStates.Wehavetheroomtoreinvestin
our infrastructure, products, and services; the room
to drive growth by disrupting the industry on behalf
of our clients; the room to offer an ever-better value
and investing experience and still deliver increased
profitstoourowners.There’snomagichere—wejust
believe we’ve worked at our formula harder and longer
than others and are better positioned to drive success
goingforward.Becauseifwefollowtheformula,we
create a virtuous cycle that can be extended for years
to come—a cycle that should lead to both increased
marketshareandprofits.Thisismadepossiblebya
culture that recognizes our ability to do well for clients
is dependent upon our ability to do well for owners,
andthatthereforeembracestheneedforfinancial
discipline.Icouldn’tbeeffectiveinhelpingthecompany
make the countless trade-offs needed to navigate
the environment we’ve faced over the past decade
without the willing partnership of Chuck, Walt, and
therestoftheExecutiveCouncil.Iseethiscultureas
a huge strength of the company, a strength worthy
of the consistent effort required to sustain it through
successivegenerationsofmanagement.
As many of you are aware, I’m stepping out of the CFO
role effective with our Annual Stockholders’ Meeting
inMay.After10years,it’smorethantimeformetolet
someoneelsetakeoverthecontrols.You’reingood
handswithPeterCrawford—hegetsit.Hegetswhat
makesSchwabspecialandwhatmakesourfinancial
formulasoimportantandpowerful.Andforbetteror
worse, you’re not getting rid of me—I’m going to focus
on working to ensure Schwab continues to have the
systems, infrastructure, and capabilities it needs as an
ever-moreformidableleaderinfinancialservices.We’ve
been through a lot in the past decade, and it might be
a little stretch to say I’ve had fun every single day I’ve
beeninthisjob,butIbelievefiercelyinthiscompanyand
what it stands for, and for me there’s no more rewarding
workanywhereonearth.I’mpersonallygratefulforall
the support you’ve shown over the years, and we’ll aim to
remainworthyofthatsupportaswemoveahead.
Joe Martinetto
March 2, 2017
15
LETTER FROM THE CHIEF FINANCIAL OFFICER Financial highlights
(In Millions, Except Per Share Amounts and As Noted)
Net revenues
Expenses excluding interest
Net income available to common stockholders
Basic earnings per common share
Diluted earnings per common share
Dividends declared per common share
Weighted-average common shares outstanding—diluted
Closing market price per share (at year-end)
Book value per common share (at year-end)
Net revenue growth
Pre-taxprofitmargin
Return on average common stockholders’ equity
Full-time equivalent employees (at year-end, in thousands)
GROWTH RATE
1-YEAR
2015–16
17%
9%
28%
27%
27%
13%
1%
20%
13%
6%
2016
$ 7,478
$ 4,485
$ 1,746
1.32
$
1.31
$
.27
$
1,334
$ 39.47
$ 10.23
17%
40.0%
14%
16.2
2015
$ 6,380
$ 4,101
$ 1,364
1.04
$
1.03
$
.24
$
1,327
$ 32.93
$
9.05
5%
35.7%
12%
15.3
2014
$ 6,058
$ 3,943
$ 1,261
.96
$
.95
$
.24
$
1,315
$ 30.19
$
8.34
11%
34.9%
12%
14.6
SCHWSTOCKPRICEATYEAR-ENDFORTHEPASTFIVEYEARS
$39.47
2011
2012
2013
2014
2015
2016
$40
$30
$20
$10
$0
16
FINANCIAL HIGHLIGHTS Growth in client assets and accounts
(In Billions, at Year-End, Except As Noted)
Assets in client accounts
Schwab One®, certain cash equivalents and bank deposits
Proprietary mutual funds (Schwab Funds® and Laudus Funds®):
GROWTH RATES
COMPOUNDED
4-YEAR
ANNUAL
1-YEAR
2012-16 2015-16
2016
2015
2014
2013
2012
13%
23% $ 197.4
$ 161.1
$ 136.0
$ 127.3
$ 119.0
Money market funds
Equity and bond funds (1,2)
Total proprietary mutual funds
Mutual Fund Marketplace® (3):
Mutual Fund OneSource®(4)
Mutual fund clearing services
Other third-party mutual funds(4)
Total Mutual Fund Marketplace
Total mutual fund assets
Exchange-traded funds (ETFs) (1)
Proprietary ETFs (2)
ETF OneSource (3)
Other third-party ETFs
Total ETF assets
Equity and other securities(1,4)
Fixed income securities
Margin loans outstanding
Total client assets
Client assets by business (5)
Investor Services
Advisor Services
Total client assets
Net growth in assets in client accounts (for the year ended)
Net new assets by business (5)
Investor Services (6,7)
Advisor Services (8)
Total net new assets
Net market gains (losses)
Net growth
New brokerage accounts (in thousands, for the year ended)
Clients (in thousands)
Active Brokerage Accounts (9)
Banking Accounts
Corporate Retirement Plan Participants (6)
(1%)
13%
2%
(1%)
5%
10%
6%
5%
63%
N/M
13%
20%
13%
3%
7%
9%
8%
10%
9%
(7%)
2%
(3%)
1%
(1%)
5%
4%
6%
–
(2%)
6%
–
(4%)
5%
12%
7%
6%
163.5
66.1
229.6
198.9
196.6
558.2
953.7
1,183.3
166.1
62.4
228.5
207.7
186.5
496.4
890.6
1,119.1
167.9
61.5
229.4
234.4
164.7
486.2
885.3
1,114.7
167.7
54.4
222.1
234.8
147.4
446.6
828.8
1,050.9
167.9
41.1
209.0
204.5
159.1
387.3
750.9
959.9
59.8
51%
21.2
32%
238.3
15%
319.3
21%
886.5
11%
208.3
11%
(3%)
(15.3)
11% $ 2,779.5
39.7
16.1
207.4
263.2
799.0
187.2
(15.8)
$ 2,513.8
26.9
14.7
194.7
236.3
802.2
188.7
(14.3)
$2,463.6
16.8
8.5
179.0
204.3
702.0
177.5
(12.6)
$2,249.4
8.5
–
145.6
154.1
548.3
181.8
(11.5)
$ 1,951.6
10% $ 1,495.4
11%
1,284.1
11% $ 2,779.5
$ 1,358.6
1,155.2
$ 2,513.8
$ 1,325.2
1,138.4
$2,463.6
$ 1,217.0
1,032.4
$2,249.4
$1,088.6
863.0
$ 1,951.6
$
58.4
(31%)
67.1
21%
$ 125.5
(10%)
N/M
140.2
N/M $ 265.7
$
$
57.4
84.1
67.4
55.3
$ 124.8
$ 139.4
(89.2)
89.4
50.2 $ 214.2
$
$ (19.5)
61.1
41.6
256.2
$ 297.8
$
$
78.6
61.1
$ 139.7
134.2
$ 273.9
2%
4%
7%
2%
1,093
1,070
972
960
900
10,155
1,106
1,543
9,769
1,033
1,519
9,386
985
1,428
9,093
916
1,305
8,787
865
1,571
(1) Effective 2014, ETFs are presented separately; they were previously included in Equity and bond funds and Equity and other securities. Prior period information has
been recast to reflect this change.
(2) Includes proprietary equity and bond funds and ETFs held on and off the Schwab platform. As of December 31, 2016, off-platform equity and bond funds and ETFs
were $7.8 billion and $12.7 billion, respectively.
(3) Excludes all proprietary mutual funds and ETFs.
(4) In 2015, certain Mutual Fund OneSource balances were reclassified to Other third-party mutual funds and Equity and other securities. Prior period information has
been recast to reflect this change.
(5) In 2015, the Company realigned its reportable segments as a result of organizational changes. The Corporate Brokerage Retirement Services business was
transferred from the Investor Services segment to the Advisor Services segment. Prior period segment information has been recast to reflect this change.
(6) In 2015, the Company increased its reported totals for overall client assets and retirement plan participants by $6.1 billion and 35,000, respectively, to reflect
the final impact of the consolidation of its retirement plan recordkeeping platforms as previously announced in 2013. In 2013, the Company reduced its reported
totals for overall client assets and retirement plan participants by $24.7 billion and 317,000, respectively, to reflect the estimated impact of the consolidation of its
retirement plan recordkeeping platforms and subsequent resignation from certain retirement plan clients.
(7) 2016 includes an inflow of $2.7 billion from a mutual fund clearing services client. 2015 includes inflows of $32.5 billion from certain mutual fund clearing service
clients. 2014 includes inflows of $10.2 billion and an outflow of $3.4 billion from certain mutual fund clearing services clients. 2013 includes outflows of $74.5 billion
relating to the planned transfer of a mutual fund clearing services client and $2.1 billion from another mutual fund clearing services client. 2013 also includes inflows
of $35.8 billion from certain mutual fund clearing services clients. 2012 includes inflows of $33.1 billion from certain mutual fund clearing services clients. 2012 also
includes outflows of approximately $100 million from the sale of Open E Cry, LLC, and $900 million relating to a planned transfer from Corporate Brokerage Services.
(8) 2015 includes an outflow of $11.6 billion relating to the Company’s planned resignation from an Advisor Services cash management relationship. 2012 includes
inflows of approximately $900 million from the acquisition of ThomasPartners, Inc., and outflows of $1.2 billion from the closure of brokersXpress LLC.
(9) In 2012, the Company removed approximately 30,000 brokerage accounts due to escheatment and other factors and reduced accounts by 19,000 from the sale
of Open E Cry, LLC, and the closure of brokersXpress LLC.
N/M—Not Meaningful
17
FINANCIAL HIGHLIGHTS Executive management
Charles R. Schwab
Chairman of the Board
Walter W. Bettinger II
President and Chief Executive Officer
Steven H. Anderson
Executive Vice President,
Retirement Plan Services
Ron Carter
Executive Vice President
Marie A. Chandoha
President and Chief Executive
Officer, Charles Schwab Investment
Management, Inc.
Jason Clague
Executive Vice President,
Operational Services
Bernard J. Clark
Executive Vice President,
Advisor Services
Jonathan M. Craig
Executive Vice President and
Chief Marketing Officer
David R. Garfield
Executive Vice President, General
Counsel, and Corporate Secretary
Joseph R. Martinetto
Senior Executive Vice President and
Chief Financial Officer
James D. McCool
Executive Vice President,
Corporate Initiatives
Jim McGuire
Executive Vice President,
Technology Services
Nigel J. Murtagh
Executive Vice President,
Corporate Risk
Paul V. Woolway
President and Chief Executive Officer,
Charles Schwab Bank
G. Andrew Gill
Executive Vice President,
Client Solutions
Neesha Hathi
Executive Vice President,
Investor Services, Client
Experience and Platforms
Tim Heier
Executive Vice President and
Chief Technology Officer
Dennis Howard
Executive Vice President and
Chief Information Officer
Lisa Kidd Hunt
Executive Vice President,
International Services and
Special Business Development
Terri R. Kallsen
Executive Vice President,
Investor Services
Peter Crawford
Executive Vice President, Finance
Mitch Mantua
Executive Vice President, Internal Audit
18
EXECUTIVE MANAGEMENT UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
Commission file number 1-9700
THE CHARLES SCHWAB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
94-3025021
(I.R.S. Employer Identification No.)
211 Main Street, San Francisco, CA 94105
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (415) 667-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock - $.01 par value per share
Depositary Shares, each representing a 1/40th ownership interest in a
share of 6.0% Non-Cumulative Preferred Stock, Series B
Depositary Shares, each representing a 1/40th ownership interest in a
share of 6.0% Non-Cumulative Preferred Stock, Series C
Depositary Shares, each representing a 1/40th ownership interest in a
share of 5.95% Non-Cumulative Preferred Stock, Series D
Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No
⌧
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
⌧
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes
⌧
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
⌧
⌧
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
⌧
As of June 30, 2016, the aggregate market value of the voting stock held by non-affiliates of the registrant was $29.7 billion. For purposes of this information,
the outstanding shares of Common Stock owned by directors and executive officers of the registrant, and certain investment companies managed by Charles
Schwab Investment Management, Inc. were deemed to be shares of the voting stock held by affiliates.
⌧
The number of shares of Common Stock outstanding as of January 31, 2017, was 1,334,969,258.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates certain information contained in the registrant’s definitive proxy statement for its annual meeting of stockholders, to be
held May 16, 2017, by reference to that document.
THE CHARLES SCHWAB CORPORATION
Annual Report On Form 10-K
For Fiscal Year Ended December 31, 2016
TABLE OF CONTENTS
Part I
Item 1.
Business
General Corporate Overview
Business Acquisition
Business Strategy and Competitive Environment
Sources of Net Revenues
Products and Services
Regulation
Available Information
Risk Factors
Unresolved Securities and Exchange Commission Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities
Item 6.
Item 7.
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Glossary of Terms
Overview
Current Regulatory Environment and Other Developments
Results of Operations
Risk Management
Capital Management
Fair Value of Financial Instruments
Critical Accounting Estimates
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Exhibits and Financial Statement Schedule
Exhibit Index
Signatures
Index to Financial Statement Schedule
1
1
1
1
2
3
6
9
9
16
16
16
16
17
19
20
20
22
25
27
28
36
45
48
48
51
52
104
104
104
104
106
106
106
106
107
108
112
F-1
THE CHARLES SCHWAB CORPORATION
PART I
Item 1. Business
General Corporate Overview
The Charles Schwab Corporation (CSC) is a savings and loan holding company, headquartered in San Francisco, California.
CSC was incorporated in 1986 and engages, through its subsidiaries (collectively referred to as the Company), in wealth
management, securities brokerage, banking, asset management, custody, and financial advisory services. At December 31,
2016, the Company had $2.78 trillion in client assets, 10.2 million active brokerage accounts, 1.5 million corporate
retirement plan participants, and 1.1 million banking accounts.
Significant business subsidiaries of CSC include the following:
• Charles Schwab & Co., Inc. (Schwab), which was incorporated in 1971, is a securities broker-dealer with over 335
domestic branch offices in 46 states, as well as a branch in each of the Commonwealth of Puerto Rico and London,
England, and serves clients in Hong Kong through one of CSC’s subsidiaries;
• Charles Schwab Bank (Schwab Bank), which commenced operations in 2003, is a federal savings bank located in
Nevada; and
• Charles Schwab Investment Management, Inc. (CSIM), which is the investment advisor for Schwab’s proprietary
mutual funds, referred to as the Schwab Funds®, and Schwab’s exchange-traded funds (ETFs), referred to as the
Schwab ETFs™.
The Company provides financial services to individuals and institutional clients through two segments – Investor Services
and Advisor Services. The Investor Services segment provides retail brokerage and banking services, retirement plan
services, and other corporate brokerage services. The Advisor Services segment provides custodial, trading, banking, and
support services as well as retirement business services. These services are further described in the segment discussion
below.
As of December 31, 2016, the Company had full-time, part-time and temporary employees, and persons employed on a
contract basis that represented the equivalent of approximately 16,200 full-time employees.
Business Acquisition
In December 2012, the Company acquired ThomasPartners, Inc., (ThomasPartners®) a growth and dividend income-focused
asset management firm.
Business Strategy and Competitive Environment
Schwab was founded on the belief that average Americans deserve access to a better investing experience. Although much
has changed in the intervening years, the Company’s purpose remains clear – to champion every client’s goals with passion
and integrity. Guided by this purpose and the aspiration of creating the most trusted leader in investment services,
management has adopted a strategy described as “Through Clients’ Eyes.”
Under this approach, the Company’s strategic goals are focused on putting clients’ perspectives, needs, and desires at the
forefront. Because investing plays a fundamental role in building financial security, the Company strives to deliver a better
investing experience for its clients – individual investors and the people and institutions who serve them – by disrupting
longstanding industry practices on their behalf and providing superior service. The Company aims to offer a broad range of
products and solutions to meet client needs with a focus on transparency and value. In addition, management works to couple
the Company’s scale and resources with ongoing expense discipline to keep costs low and ensure that products and solutions
are affordable as well as responsive to client needs. Finally, the Company aims to maximize its market valuation and
stockholder returns over time.
Management estimates that investable wealth in the U.S. currently exceeds $30 trillion, which means the Company’s
$2.78 trillion in client assets represent a market share of less than ten percent, leaving substantial opportunity for growth. The
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THE CHARLES SCHWAB CORPORATION
Company’s strategy is based on the principle that developing trusted relationships will translate into more assets from both
new and existing clients, ultimately driving more revenue and, along with expense discipline, generating earnings growth and
building long-term stockholder value.
Within Investor Services, the Company’s competition in serving individual investors includes a wide range of brokerage,
wealth management, and asset management firms, as well as banks and trust companies. In the Advisor Services arena, the
Company competes with institutional custodians, traditional and discount brokers, banks and investment advisory firms and
trust companies.
Across both segments, the Company’s key competitive advantages are:
• Scale and Size of the Business - As one of the largest investment services firms in the United States (U.S.), the
Company is able to spread operating costs and amortize new investments over a large base of clients and has the
resources to evolve capabilities to meet client needs.
• Operating Efficiency - Coupled with scale, the Company’s operating efficiency and sharing of infrastructure across
different businesses creates a cost advantage that enables the Company to competitively price products and services
while profitably serving many different client channels.
• Operating Structure - Adding bank and asset management capabilities to the broker-dealer helps the Company serve
a wider array of client needs, thereby deepening client relationships, enhancing the stability of client assets, and
enabling diversified revenue streams.
• Brand and Corporate Reputation - In an industry dependent on trust, the Company’s reputation and brand across
multiple constituents enables it to attract clients and employees while credibly introducing new products to the
market.
• Service Culture - Delivering a great client experience earns the trust and loyalty of clients and increases the
likelihood that those clients will refer others.
• Willingness to Disrupt - The Company’s willingness to challenge the status quo to benefit clients fosters innovation
and continuous improvement, which helps to attract more clients and assets.
Sources of Net Revenues
The Company’s major sources of net revenues are net interest revenue, asset management and administration fees, and
trading revenue. These revenue streams are supported by the Company’s combination of bank, broker-dealer and asset
management operating subsidiaries, each of which brings specific capabilities that enable the Company to provide clients
with the products and services they are looking for.
Net interest revenue is the difference between interest generated on interest-earning assets and interest paid on funding
sources, the majority of which is derived from client cash balances held by the Company as part of the clients’ overall
relationship with the Company. While certain client cash balances are held on the broker-dealer’s balance sheet or swept to
money market funds, a substantial amount of existing cash balances and most new client cash inflows are swept to Schwab
Bank, which also offers clients checking and savings account capabilities. Over time, as supporting capital is available, the
Company has been directing a growing proportion of client cash sweep balances to Schwab Bank relative to those going to
the broker-dealer or money market funds. This shift has been effected through changes to default sweep options and the
periodic bulk transfer of larger balances. Schwab Bank provides these balances with access to Federal Deposit Insurance
Corporation (FDIC) insurance protection, as allowed, and provides the Company with greater flexibility in terms of options
for investing the cash and administering the interest rate paid on client deposits. Optimizing the return on client sweep cash
as part of net interest revenue supports the Company’s efforts to offer clients the best possible value in the areas most
important to them across their overall relationship with the Company.
The Company generates the majority of its asset management and administration fees through its proprietary and third-party
mutual fund and ETF offerings, as well as fee-based advisory solutions; a portion of these fees comes from client cash
balances placed in the Company’s money market mutual funds.
The Company generates trading revenue through commissions earned for executing trades for clients in individual equities,
options, fixed income securities, and certain third-party mutual funds and ETFs, as well as principal transaction revenue
earned primarily from actions to support client trading in fixed income securities.
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THE CHARLES SCHWAB CORPORATION
Products and Services
The Company offers a broad range of products to address individuals’ varying investment and financial needs. Examples of
these product offerings include the following:
• Brokerage – an array of full-feature brokerage accounts with cash management capabilities;
• Mutual funds – third-party mutual funds through the Mutual Fund Marketplace®, including no-transaction fee
mutual funds through the Mutual Fund OneSource® service, which also includes proprietary mutual funds, plus
mutual fund trading and clearing services to broker-dealers;
• Exchange-traded funds – an extensive offering of ETFs, including many proprietary and third-party ETFs available
without a commission through Schwab ETF OneSource™;
• Advice solutions – managed portfolios of both proprietary and third-party mutual funds and ETFs, separately
managed accounts, customized personal advice for tailored portfolios, and specialized planning and full-time
portfolio management;
• Banking – checking and savings accounts, certificates of deposit, first lien residential real estate mortgage loans
(First Mortgages), home equity loans and lines of credit (HELOCs), and pledged asset lines (PALs); and
• Trust – trust custody services, personal trust reporting services, and administrative trustee services.
The Company’s full array of investing services is made available through its two segments – Investor Services and Advisor
Services. The Company’s major sources of revenues are generated by both of the Company’s reportable segments. Revenue
is attributable to a reportable segment based on which segment has the primary responsibility for serving the client. The
accounting policies of the Company’s reportable segments are the same as those described in “Item 8 – Financial Statements
and Supplementary Data – Notes to Consolidated Financial Statements” (Item 8) – Note 2. For financial information related
to the Company’s reportable segments, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and
Results of Operations– Results of Operations” (Item 7) and Item 8 – Note 23.
Investor Services
Through the Investor Services segment, the Company offers individual investors a multi-channel service delivery model,
which includes online, mobile, telephone, and branch capabilities. Under this model, the Company can offer personalized
service at competitive prices while giving clients the choice of where, when, and how they do business with the Company.
Financial Consultants (FCs) in Schwab’s branches and regional telephone service centers focus on building and sustaining
client relationships. The Company offers the ability to meet client investing needs through a single ongoing point of contact,
even as those needs change over time. Management believes that the Company’s ability to provide those clients seeking help,
guidance, or advice with an individually tailored solution – ranging from occasional consultations to an ongoing relationship
with a Schwab FC or an independent registered investment advisor (RIA) in the Schwab Advisor Network® – is a competitive
strength compared to the more fragmented or limited offerings of other firms. The Company has been expanding advice
offerings over time in response to client needs to provide a compelling and often disruptive solution in the marketplace.
The Company’s service delivery model provides quick and efficient access to an extensive array of information, research,
tools, trade execution, and administrative services, which clients can access according to their needs. For example, clients
that trade more actively can use these channels to access highly competitive pricing, expert tools, and extensive service
capabilities – including experienced, knowledgeable teams of trading specialists and integrated product offerings. Individuals
investing for retirement through 401(k) plans can take advantage of the Company’s bundled offering of multiple investment
choices, education, and third-party advice. Management also believes the Company is able to compete with the wide variety
of financial services firms striving to attract individual client relationships by complementing these capabilities with a range
of investment and banking products.
Schwab strives to educate and assist clients in reaching their financial goals. Educational tools include workshops, interactive
courses, and online information about investing, from which Schwab does not earn revenue. Additionally, Schwab provides
various online research and analysis tools that are designed to help clients achieve better investment outcomes. As an
example of such tools, Schwab Equity Ratings® is a quantitative model-based stock rating system that provides all clients
with ratings on approximately 3,000 stocks, assigning each equity a single grade: A, B, C, D, or F. Schwab Equity Ratings
International®, an international ranking methodology, covers approximately 4,000 stocks in 27 foreign equity markets.
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THE CHARLES SCHWAB CORPORATION
Clients may seek specific investment recommendations, either from time to time or on an ongoing basis. The Company
provides clients seeking advice with personalized solutions. The Company’s approach to advice is based on long-term
investment strategies and guidance on portfolio diversification and asset allocation. This approach is designed to be offered
consistently across all of Schwab’s delivery channels.
Schwab Private Client™ features a personal advice relationship with a designated Portfolio Consultant (PC), supported by a
team of investment professionals who provide individualized service, a customized investment strategy developed in
collaboration with the client, and ongoing guidance and execution.
For clients seeking a relationship in which investment decisions are fully delegated to a financial professional, the Company
offers several alternatives. The Company provides 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
Windhaven Investment Management, Inc. (Windhaven®), or equity securities and ETFs through ThomasPartners programs.
The Company also refers investors who want to utilize a specific third-party money manager to direct a portion of their
investment assets to the Schwab Managed Account program. Schwab Intelligent Portfolios®, available since 2015, are for
clients who are looking to have their assets professionally managed via a fully automated online investment advisory service.
In addition, clients who want the assistance of an independent professional in managing their financial affairs may be referred
to RIAs in the Schwab Advisor Network. These RIAs provide personalized portfolio management, financial planning, and
wealth management solutions.
To meet the specific needs of clients who actively trade, Schwab and optionsXpress, Inc. (optionsXpress) both offer
integrated web- and software-based trading platforms, which incorporate intelligent order routing technology, real-time
market data, options trading, premium stock and futures research, and multi-channel access, as well as sophisticated account
and trade management features, risk management and decision support tools, and dedicated personal support.
For U.S. clients wishing to invest in foreign equities, the Company offers a suite of global investing capabilities, including
online access to certain foreign equity markets with the ability to trade in their local currencies. In addition, the Company
serves both foreign investors and non-English-speaking U.S. clients who wish to trade or invest in U.S. dollar-based
securities. In the U.S., the Company serves Mandarin-, Cantonese-, Spanish-, and Vietnamese-speaking clients through a
combination of its branch offices, web-based and telephonic services.
The Investor Services segment also includes the Retirement Plan Services, Stock Plan Services, Compliance Solutions,
Mutual Fund Clearing Services and Off-Platform Sales business units.
Retirement Plan Services offers a bundled 401(k) retirement plan product that provides plan sponsors a wide array of
investment options, trustee or custodial services, and participant-level recordkeeping. Plan design features, which increase
plan efficiency and achieve employer goals, are also offered, such as automatic enrollment, automatic fund mapping at
conversion, and automatic contribution increases. In addition to an open architecture investment platform, the Company
offers a unique 401(k) plan utilizing low cost index mutual funds and ETFs, combined with a managed investing service to
help participants reach their retirement goals. Services also include support for Roth 401(k) accounts, profit sharing and
defined benefit plans. The Company provides a robust suite of tools to plan sponsors to manage their plans, including plan-
specific reports, studies and research, access to legislative updates and benchmarking reports that provide perspective on their
plan’s features compared with overall industry and segment-specific plans. Participants in bundled plans serviced by the
Company receive targeted education materials, have access to electronic tools and resources, may attend onsite and virtual
seminars, and can receive third-party advice. This third-party advice service is delivered online, by phone, or in person,
including recommendations based on the core investment fund choices in their retirement plan and specific recommended
savings rates.
Stock Plan Services offers equity compensation plan sponsors full-service recordkeeping for stock plans, stock options,
restricted stock, performance shares and stock appreciation rights. Specialized services for executive transactions and
reporting, grant acceptance tracking, and other services are offered to employers to meet the needs of administering the
reporting and compliance aspects of an equity compensation plan.
Compliance Solutions provides software and services for compliance departments of regulated companies and firms with
special requirements to monitor employee personal trading, including trade surveillance technology.
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THE CHARLES SCHWAB CORPORATION
Mutual Fund Clearing Services provides custody, recordkeeping, and trading services to banks, brokerage firms and trust
companies.
Off-Platform Sales offers proprietary mutual funds, ETFs, and collective trust funds outside the Company.
Advisor Services
Through the Advisor Services segment, the Company is the largest provider of custodial, trading, banking, and support
services to RIAs. It also provides retirement business services to independent retirement advisors and recordkeepers.
Management believes that its Advisor Services segment can maintain its market leadership position primarily through the
efforts of its sales, support, and business consulting service teams, which are dedicated to helping RIAs grow, compete, and
succeed in serving their clients. In addition to focusing on superior service, Advisor Services utilizes technology to provide
RIAs with a highly-developed, scalable platform for administering their clients’ assets easily and efficiently. Advisor
Services sponsors a variety of national, regional, and local events designed to help RIAs identify and implement better ways
to expand and efficiently manage their practices.
RIAs who custody client accounts at Schwab may use proprietary software that provides them with up-to-date client account
information as well as trading capabilities. The Advisor Services website is the core platform for RIAs to conduct daily
business activities online with Schwab, including viewing and managing client account information and accessing news and
market information. The website provides account servicing capabilities for RIAs, including account opening, money
movement, transfer of assets, trading, checking status and communicating with the Company’s service team. The site
provides multi-year archiving of statements, trade confirms, and tax reports, along with document search capabilities.
To help RIAs grow and manage their practices, the Company offers a variety of services, including business management and
technology and operations consulting on a variety of topics critical to an RIA’s success including strategic business planning,
client segmentation, growth strategies, technological strategies and succession planning. The Advisor Services website
provides interactive tools, educational content, and research reports to assist advisors thinking about establishing and
managing their own independent practices.
The Company offers an array of services to help advisors establish their own independent practices through the Business
Start-up Solutions package. These services include access to dedicated service teams and outsourcing of back-office
operations, as well as third-party firms who provide assistance with real estate, errors and omissions insurance, and company
benefits.
The Company offers a variety of educational materials, programs, and events to RIAs seeking to expand their knowledge of
industry issues and trends, as well as sharpen their individual expertise and practice management skills. The Company
updates and shares market research on an ongoing basis, and it holds a series of events and conferences every year to discuss
topics of interest to RIAs, including business strategies and best practices. The Company sponsors the annual IMPACT®
conference, which provides a national forum for the Company, RIAs, and other industry participants to gather and share
information and insights, as well as a multitude of smaller events across the country each year.
RIAs and their clients have access to a broad range of the Company’s products and services, including individual securities,
mutual funds, ETFs, managed accounts, and cash products.
The Advisor Services segment also includes the Retirement Business Services and Corporate Brokerage Retirement Services
business units. Retirement Business Services provides trust, custody, and retirement business services to independent
retirement plan advisors and independent recordkeepers. Plan assets are held at the Business Trust division of Schwab Bank.
The Company and independent retirement plan providers work together to serve plan sponsors; combining the consulting and
administrative expertise of the administrator with the Company’s investment, technology, trust, and custodial services.
Retirement Business Services also offers the Schwab Personal Choice Retirement Account®, a self-directed brokerage
offering for retirement plans.
Corporate Brokerage Retirement Services serves plan sponsors, advisors and independent recordkeepers seeking a brokerage-
based account to hold retirement plan assets. Plans held at Schwab are either self-trusteed or trusteed by a separate,
independent trustee. Corporate Brokerage Retirement Services also offers the Schwab Personal Choice Retirement Account®,
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THE CHARLES SCHWAB CORPORATION
and the Company Retirement Account, both of which are self-directed brokerage-based solutions designed to hold the assets
of company-sponsored retirement plans.
Regulation
As a participant in the securities, banking and financial services industries, the Company is subject to extensive regulation
under both federal and state laws by governmental agencies, supervisory authorities, and self-regulatory organizations
(SROs). The Company is also subject to oversight by regulatory bodies in other countries in which the Company operates.
These regulations affect the Company’s business operations and impose capital, client protection and market conduct
requirements.
As a result of the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010 (Dodd-Frank), the
adoption of implementing regulations by the federal regulatory agencies, and other recent regulatory reforms, the Company
has experienced significant changes in the laws and regulations that apply to it, how it is regulated, and regulatory
expectations in the areas of compliance, risk management, corporate governance, operations, capital and liquidity.
Holding Company and Bank Regulation
CSC is a savings and loan holding company and Schwab Bank, CSC’s depository institution subsidiary, is a federal savings
bank. CSC is regulated, supervised, and examined by the Board of Governors of the Federal Reserve System (Federal
Reserve), and Schwab Bank is regulated, supervised, and examined by the Office of the Comptroller of the Currency (OCC),
the Consumer Financial Protection Bureau (CFPB), and the FDIC. CSC and Schwab Bank are also subject to regulation and
various requirements and restrictions under state and other federal laws.
This regulatory framework is designed to protect depositors and consumers, the safety and soundness of depository
institutions and their holding companies, and the stability of the banking system as a whole. This framework affects the
activities and investments of CSC, Schwab Bank and CSC’s non-bank subsidiaries and gives the regulatory authorities broad
discretion in connection with their supervisory, examination and enforcement activities and policies.
Financial Regulatory Reform
Following the enactment of Dodd-Frank, the federal banking agencies have adopted a number of implementing regulations
and other regulatory reforms that are significant for CSC and Schwab Bank. These regulations are highlighted below.
Basel III Capital and Liquidity Framework
In 2013, the U.S. Federal banking agencies adopted strengthened regulatory capital requirements for U.S. banking
organizations consistent with Basel III (Final Regulatory Capital Rules). The Final Regulatory Capital Rules established
Common Equity Tier 1 (CET1) Capital as a new capital standard, increased minimum required risk-based capital ratios,
narrowed the eligibility criteria for regulatory capital instruments, provided for new regulatory capital deductions and
adjustments, and modified methods for calculating risk-weighted assets (the denominator of risk-based capital ratios). See
Capital Management in Part II, Item 7, and Item 8 – Note 22 for more information on capital requirements.
The Final Regulatory Capital Rules provided for a one-time election which CSC and Schwab Bank made to exclude
accumulated other comprehensive income (AOCI) from the calculation of all capital ratios. The Final Regulatory Capital
Rules also introduced a capital conservation buffer that limits a banking organization’s ability to make capital distributions
and discretionary bonus payments to executive officers if a banking organization fails to maintain a capital conservation
buffer of more than 2.5%, on a fully phased-in basis, in excess of all of its minimum risk-based capital ratio requirements.
The Final Regulatory Capital Rules provide for a “standardized approach” framework for the calculation of a banking
organization’s regulatory capital and risk-weighted assets. Depository institutions and their holding companies with
consolidated total assets of $250 billion or more, or total on-balance-sheet foreign exposures of $10 billion or more, are also
required to calculate their regulatory capital and risk-weighted assets using an “advanced approaches” framework and must
satisfy the minimum capital ratios under both approaches. Such companies must also maintain a minimum supplementary
leverage ratio of at least 3.0% and are subject to certain other enhanced provisions. CSC and Schwab Bank are currently only
subject to the “standardized approach” framework.
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THE CHARLES SCHWAB CORPORATION
The new capital requirements under the Final Regulatory Capital Rules became effective in 2015, for CSC, which had not
previously been subject to any consolidated capital requirements, and Schwab Bank.
In 2014, U.S. Federal banking agencies adopted an inter-agency rule that imposes a quantitative Liquidity Coverage Ratio
(LCR) requirement on large banking organizations. Banking organizations with $250 billion or more in total consolidated
assets or foreign exposures of $10 billion or more must hold High Quality Liquid Assets (HQLA) in an amount equal to at
least 100% of their projected net cash outflows over the 30-day period. Other bank and savings and loan holding companies
with total consolidated assets of $50 billion or more, such as CSC, are subject to a modified LCR rule requiring them to hold
HQLA in an amount equal to at least 70% of their projected net cash outflows over the 30-day period. The modified LCR
rule went into effect on January 1, 2016, with holding companies subject to the rule required to hold at least 90% of the
necessary amount of HQLA in 2016 and at least 100% starting on January 1, 2017.
Capital Stress Testing
In 2012, the OCC issued final rules implementing provisions of Dodd-Frank that require national banks and federal savings
associations with total consolidated assets of more than $10 billion to conduct annual company-run stress tests. Under the
Dodd-Frank Act Stress Test (DFAST) rules, Schwab Bank must conduct annual stress tests using certain scenarios and
prescribed stress-testing methodologies, report the results to the OCC and the Federal Reserve and publish a summary of the
results of its stress tests. In July 2016, Schwab Bank submitted its company-run stress test results to the OCC. In October
2016, Schwab Bank publicly disclosed a summary of its stress test results under the severely adverse scenario prescribed by
the OCC based upon a nine-quarter timeframe beginning on January 1, 2016 and ending on March 31, 2018. In its summary,
Schwab Bank reported that its 7.1% Tier 1 leverage ratio at the beginning of the forecast period declined to a low of 6.7%
during the nine-quarter forecast horizon and ended at 7.2%.
Under the Federal Reserve’s DFAST regulations, CSC will be required to conduct its first stress test using financial statement
data as of December 31, 2016, report the results of that stress test to the Federal Reserve by April 5, 2017, and publicly
disclose a summary of its stress test results between June 15 and June 30, 2017. CSC is not subject to the annual
Comprehensive Capital Analysis and Review (CCAR) process, which requires certain financial institutions to submit annual
capital plans to the Federal Reserve. CSC has been taking steps to implement stress testing policies, procedures, systems, and
governance structures that are designed to be consistent with regulatory expectations for a firm of its size and complexity.
Insured Depository Institution Resolution Plans
In 2011 and 2012, the FDIC issued rules requiring insured depository institutions with total consolidated assets of $50 billion
or more to submit to the FDIC periodic plans providing for their resolution by the FDIC in the event of failure (resolution
plans or so-called “living wills”) under the receivership and liquidation provisions of the Federal Deposit Insurance Act.
Under these rules, Schwab Bank is required to file with the FDIC an annual resolution plan demonstrating how the bank
could be resolved in an orderly and timely manner in the event of receivership such that the FDIC would be able to: ensure
that the bank’s depositors receive access to their deposits within one business day; maximize the net present value of the
bank’s assets when disposed of; and minimize losses incurred by the bank’s creditors.
Consumer Financial Protection
In 2011, pursuant to Dodd-Frank, the CFPB began operations and was given broad rulemaking, supervisory and enforcement
authority for a wide range of federal consumer protection laws relating to financial products. As a federal savings bank with
$10 billion or more in consolidated total assets, Schwab Bank’s lending and deposit-taking activities are subject to regulation,
supervision and examination by the CFPB. The CFPB has adopted many consumer protection rules since its creation and has
additional authority to issue orders, guidance and policy statements, conduct examinations, and bring enforcement actions.
Deposit Insurance Assessments
The FDIC’s Deposit Insurance Fund (DIF) provides insurance coverage for certain deposits, generally up to $250,000 per
depositor per account ownership type, and is funded by quarterly assessments on insured depository institutions. In 2011, the
FDIC established a risk-based deposit premium assessment system that, for large insured depository institutions with at least
$10 billion in total consolidated assets, such as Schwab Bank, uses a scorecard method based on a number of factors,
including the institution’s regulatory ratings, asset quality and brokered deposits. The deposit insurance assessment base is
calculated as average consolidated total assets minus average tangible equity.
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THE CHARLES SCHWAB CORPORATION
The Dodd-Frank Act (i) raised the minimum reserve ratio for the DIF to 1.35% (from the former minimum of 1.15%) and (ii)
required that the DIF’s reserve ratio reach 1.35% by September 30, 2020.
In March 2016, the FDIC issued a final rule imposing a flat-rate surcharge on the quarterly assessments of insured depository
institutions with total assets of $10 billion or more to pay for the increase. The surcharge went into effect on July 1, 2016, at
the same time as a scheduled reduction in the regular FDIC insurance. As a result, the Company is now subject to a 3 basis
point regular assessment on its total assessment base (down from 5 basis points) and a new 4.5 basis point surcharge on the
amount of its assessment base in excess of $10 billion.
Community Reinvestment Act
The Community Reinvestment Act of 1977 (CRA) requires Schwab Bank’s primary federal bank regulatory agency, the
OCC, to assess the bank’s record in meeting the credit needs of the communities served by the bank, including low- and
moderate-income neighborhoods and persons. Institutions are assigned one of four ratings and the assessment is reviewed in
connection with any acquisition, merger or branch office application.
Source of Strength
The Dodd-Frank Act codified the Federal Reserve’s long-held position that a depository institution holding company must
serve as a source of financial strength for its subsidiary depository institutions, the so-called “source of strength doctrine.” In
effect, the holding company may be compelled to commit resources to support the subsidiary in the event the subsidiary is in
financial distress.
Broker-Dealer and Investment Advisor Regulation
CSC’s principal broker-dealers are Schwab and optionsXpress. Schwab is registered as a broker-dealer with the United States
Securities and Exchange Commission (SEC), the fifty states, the District of Columbia and Puerto Rico. optionsXpress is
registered as a broker-dealer with the SEC, the fifty states, the District of Columbia, Puerto Rico, and the Virgin Islands.
Schwab and CSIM are registered as investment advisors with the SEC. Additionally, Schwab and optionsXpress are
regulated by the Commodities Futures Trading Commission (CFTC) with respect to the commodity futures and trading
activities they conduct as an introducing broker and futures commission merchant, respectively.
Much of the regulation of broker-dealers has been delegated to SROs. Schwab is a member of the Financial Industry
Regulatory Authority, Inc. (FINRA), the Municipal Securities Rulemaking Board (MSRB), NYSE Arca, and the Chicago
Board Options Exchange (CBOE). optionsXpress is also a member of FINRA and the MSRB. In addition to the SEC, the
primary regulators of Schwab and optionsXpress are FINRA and, for municipal securities, the MSRB. The National Futures
Association (NFA) is Schwab and optionsXpress’s primary regulator for futures and commodities trading activities.
The principal purpose of regulating broker-dealers and investment advisors is the protection of clients and securities markets.
The regulations cover all aspects of the securities business, including, among other things, sales and trading practices,
publication of research, margin lending, uses and safekeeping of clients’ funds and securities, capital adequacy,
recordkeeping and reporting, fee arrangements, disclosure to clients, fiduciary duties owed to advisory clients, and the
conduct of directors, officers, and employees.
Schwab and optionsXpress are both subject to Rule 15c3-1 under the Securities Exchange Act of 1934 (the Uniform Net
Capital Rule) and related SRO requirements. The CFTC and NFA also impose net capital requirements. The Uniform Net
Capital Rule specifies minimum capital requirements intended to ensure the general financial soundness and liquidity of
broker-dealers. CSC itself is not a registered broker-dealer and it is not subject to the Uniform Net Capital Rule. If Schwab
fails to maintain specified levels of net capital, such failure could constitute a default by CSC of certain debt covenants under
its credit agreement.
The Uniform Net Capital Rule prohibits a broker-dealer subsidiary from paying cash dividends, making unsecured advances
or loans or repaying subordinated loans if such payment would result in a net capital amount of less than 5% of aggregate
debit balances or less than 120% of its minimum dollar requirement of $250,000.
In addition to net capital requirements, as self-clearing broker-dealers, Schwab and optionsXpress are subject to cash deposit
and collateral requirements with clearing houses, such as the Depository Trust & Clearing Corporation and Options Clearing
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THE CHARLES SCHWAB CORPORATION
Corporation, which may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity
and market volatility.
Financial Service Regulation
Bank Secrecy Act of 1970 and USA PATRIOT Act of 2001
CSC and its subsidiaries that conduct financial services activities are subject to the Bank Secrecy Act of 1970 (BSA), as
amended by the USA PATRIOT Act of 2001, which requires financial institutions to develop and implement programs
reasonably designed to achieve compliance with these regulations. The BSA and USA PATRIOT Act include a variety of
monitoring, recordkeeping and reporting requirements (such as currency transaction reporting and suspicious activity
reporting), as well as identity verification and client due diligence requirements which are intended to detect, report and/or
prevent money laundering, and the financing of terrorism. In addition, CSC and various subsidiaries of the Company are
subject to U.S. sanctions programs administered by the Office of Foreign Assets Control.
For additional information on Regulation, see Capital Management in Part II, Item 7 and Item 8 – Note 22.
Available Information
The Company files annual, quarterly, and current reports, proxy statements, and other information with the SEC. The
Company’s SEC filings are available to the public over the Internet on the SEC’s website at https://www.sec.gov. You may
read and copy any document that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.
On the Company’s website, https://www.aboutschwab.com, the Company posts the following filings after they are
electronically filed with or furnished to the SEC: the Company’s annual reports on Form 10-K, the Company’s quarterly
reports on Form 10-Q, the Company’s current reports on Form 8-K, and any amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
In addition, the Company’s website also includes the Dodd-Frank stress test results and the Company’s regulatory capital
disclosures based on Basel III.
All such filings are available free of charge either on the Company’s website or by request via email
(investor.relations@schwab.com), telephone (415-667-7000), or mail (Charles Schwab Investor Relations at 211 Main Street,
San Francisco, CA 94105).
Item 1A. Risk Factors
The Company faces a variety of risks that may affect its operations, financial results, or stock price and many of those risks
are driven by factors that the Company cannot control or predict. The following discussion addresses those risks that
management believes are the most significant, although there may be other risks that could arise, or may prove to be more
significant than expected, that may affect the Company’s operations or financial results.
For a discussion of the Company’s risk management, including operational risk, compliance risk, credit risk, market risk, and
liquidity risk, see Risk Management in Part II, Item 7.
Developments in the business, economic, and geopolitical environment could negatively impact the Company’s
business.
The Company’s business can be adversely affected by the general environment – economic, corporate, securities market,
regulatory, and geopolitical developments all play a role in client asset valuations, trading activity, interest rates and overall
investor engagement, and are outside of the Company’s control. Deterioration in the housing and credit markets, reductions
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THE CHARLES SCHWAB CORPORATION
in short-term interest rates, and decreases in securities valuations negatively impact the Company’s results of operations and
capital resources.
Extensive regulation of the Company’s businesses may subject it to significant penalties or limitations on business
activities.
As a participant in the securities, banking and financial services industries, the Company is subject to extensive regulation
under federal, state, and foreign laws by governmental agencies, supervisory authorities and SROs. Such regulation continues
to grow more extensive and complex, the costs and uncertainty related to complying with such regulations continue to
increase, and regulatory proceedings continue to become more frequent and sanctions more severe. The requirements
imposed by the Company’s regulators are designed to ensure the integrity of the financial markets, the safety and soundness
of financial institutions and the protection of clients. These regulations affect the Company’s business operations and impose
capital, client protection and market conduct requirements.
In addition to specific banking laws and regulations, the Company’s banking regulators have broad discretion in connection
with their supervisory and enforcement activities and examination policies and could require CSC and/or Schwab Bank to
hold more capital, increase liquidity or limit their ability to pay dividends or CSC’s ability to repurchase shares. The banking
regulators could also limit the Company’s ability to grow, including adding assets, launching new products, making
acquisitions and undertaking strategic investments, could limit Schwab Bank’s ability to accept deposits swept from client
brokerage accounts and brokered deposits and could prevent the Company from pursuing its business strategy.
Despite the Company’s efforts to comply with applicable legal requirements, there are a number of risks, particularly in areas
where applicable laws or regulations may be unclear or where regulators could revise their previous guidance. Any
enforcement actions or other proceedings brought by the Company’s regulators against the Company or its affiliates, officers
or employees could result in fines, penalties, cease and desist orders, enforcement actions, suspension, disqualification or
expulsion, or other disciplinary sanctions, including limitations on the Company’s business activities, any of which could
harm the Company’s reputation and adversely affect the Company’s results of operations and financial condition.
While the Company maintains systems and procedures designed to ensure that it complies with applicable laws and
regulations, violations could occur. In addition, some legal/regulatory frameworks provide for the imposition of fines or
penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though systems and
procedures reasonably designed to prevent violations were in place at the time. There may be other negative consequences
resulting from a finding of noncompliance, including restrictions on certain activities. Such a finding may also damage the
Company’s reputation and its relationships with its regulators and could restrict the ability of institutional investment
managers to invest in the Company’s securities.
Legislation or changes in rules and regulations could negatively affect the Company’s business and financial results.
New legislation, rules, regulations and guidance, or changes in the interpretation or enforcement of existing federal, state,
foreign and SRO rules, regulations and guidance, including changes relating to mutual funds, broker-dealer fiduciary duties
and regulatory treatment of deposit accounts may directly affect the operation and profitability of the Company or its specific
business lines. The profitability of the Company could also be affected by rules and regulations that impact the business and
financial communities generally, including changes to the laws governing taxation, electronic commerce, client privacy and
security of client data. In addition, the rules and regulations could result in limitations on the lines of business the Company
conducts, modifications to the Company’s business practices, more stringent capital and liquidity requirements, increased
deposit insurance assessments or additional costs. These changes may also require the Company to invest significant
management attention and resources to evaluate and make necessary changes to its compliance, risk management, treasury
and operations functions.
While U.S. banking regulators have finalized many regulations to implement various provisions of Dodd-Frank and other
financial reforms such as Basel III, implementation of the legislation is ongoing and significant rule-making and
interpretations remain to be completed. For example, rules relating to a minimum net stable funding ratio (NSFR), which will
require financial institutions to have a stable funding structure over a one-year horizon, have been proposed but have not yet
been finalized. In addition, the SEC was given discretion to adopt rules regarding standards of conduct for broker-dealers
providing investment advice to retail clients but has not yet made any rule proposals. The Company has incurred and will
- 10 -
THE CHARLES SCHWAB CORPORATION
continue to incur significant additional costs and expend a significant amount of time as it develops and integrates
appropriate systems and procedures to comply with the rule-making, and then monitors, supports and refines those systems
and procedures.
Failure to meet capital adequacy and liquidity guidelines could affect the Company’s financial condition.
CSC, together with Schwab Bank and its broker-dealer subsidiaries, must meet certain capital and liquidity standards, subject
to qualitative judgments by regulators about the adequacy of the Company’s capital and the Company’s internal assessment
of its capital needs. The Uniform Net Capital Rule limits Schwab’s ability to transfer capital to CSC and other affiliates. New
regulatory capital, liquidity, and stress testing requirements may limit or otherwise restrict how the Company utilizes its
capital, including paying dividends and stock repurchases, and may require the Company to increase its capital and/or
liquidity or to limit its growth. Failure by either CSC or Schwab Bank to meet its minimum capital requirements could result
in certain mandatory and additional discretionary actions by regulators that, if undertaken, could have a negative impact on
the Company. In addition, failure by CSC or Schwab Bank to maintain a sufficient amount of capital to satisfy its capital
conservation buffer requirements (as phased in) would result in restrictions on the Company’s ability to make capital
distributions and discretionary cash bonus payments to executive officers. Any requirement that the Company increase its
regulatory capital, replace certain capital instruments which presently qualify as Tier 1 capital, or increase regulatory capital
ratios or liquidity, could require the Company to liquidate assets, deleverage or otherwise change its business and/or
investment plans, which may adversely affect its financial results. Issuing additional common stock would dilute the
ownership of existing stockholders.
With $223 billion in consolidated total assets at December 31, 2016, the Company is currently only subject to the
“standardized approach” framework of the Basel III capital and liquidity requirements. When the Company’s consolidated
total assets equal or exceed $250 billion, the Company will become subject to the “advanced approaches” framework,
including being subject to a supplementary leverage ratio, the inclusion of AOCI in regulatory capital, the unmodified LCR,
enhanced Basel III disclosures, and a more complex calculation of risk weighted assets that includes an assessment of the
impact of operational risk. In addition, federal banking agencies have broad discretion and could require CSC or Schwab
Bank to hold higher levels of capital or increase liquidity above the applicable regulatory requirements.
For a discussion of the Company’s Liquidity and Capital Management, see Risk Management and Capital Management in
Part II, Item 7 and Item 8 – Note 22.
Significant interest rate changes could affect the Company’s profitability.
The direction and level of interest rates are important factors in earnings. A decline in interest rates may have a negative
impact on the Company’s net interest revenue. A low interest rate environment may also have a negative impact on the
Company’s asset management and administration fee revenues if the Company has to waive a portion of its management fees
for certain Schwab-sponsored money market mutual funds in order to continue providing a positive return to clients.
Overall, the Company is positioned to benefit from a rising interest rate environment. A rise in interest rates may cause the
Company’s funding costs to increase if market conditions or the competitive environment forces the Company to raise its
interest rates to avoid losing deposits. Higher funding costs without offsetting increases in yields on interest-earning assets
can reduce the Company’s net interest revenue.
For additional information on the Company’s net interest revenue, see Results of Operations and Risk Management in Part II,
Item 7.
Security breaches of the Company’s systems, or those of its clients or third parties, may subject the Company to
significant liability and damage the Company’s reputation.
The Company’s business involves the secure processing, storage and transmission of confidential information about the
Company and its clients. Information security risks for financial institutions are increasing, in part because of the use of the
internet and mobile technologies to conduct financial transactions, and the increased sophistication and activities of organized
crime, activists, hackers and other external parties, including foreign state actors. The Company’s systems and those of other
financial institutions have been and are likely to continue to be the target of cyber attacks, malicious code, computer viruses
- 11 -
THE CHARLES SCHWAB CORPORATION
and denial of service attacks that could result in unauthorized access, misuse, loss or destruction of data (including
confidential client information), account takeovers, unavailability of service or other events. Despite the Company’s efforts to
ensure the integrity of its systems, the Company may not be able to anticipate or to implement effective preventive measures
against all security breaches of these types, especially because the techniques used change frequently or are not recognized
until launched, and because security attacks can originate from a wide variety of sources. Data security breaches may also
result from non-technical means, for example, employee misconduct.
Security breaches, including breaches of the Company’s security measures or those of the Company’s third-party service
providers or clients, could result in a violation of applicable privacy and other laws and could subject the Company to
significant liability or loss that may not be covered by insurance, actions by the Company’s regulators, damage to the
Company’s reputation, or a loss of confidence in the Company’s security measures which could harm the Company’s
business. The Company may be required to expend significant additional resources to modify its protective measures or to
investigate and remediate vulnerabilities or other exposures.
The Company also faces risk related to external fraud involving the compromise of clients’ personal electronic devices that
can facilitate the unauthorized access to login and password information for their various online financial accounts, including
those at the Company. Such risk has grown in recent years due to the increased sophistication and activities of organized
crime and other external parties, including foreign state-sponsored parties. For example, these parties send fraudulent
“phishing” emails to the Company’s clients in order to misappropriate user names, passwords or other personal information.
Losses reimbursed to clients under the Company’s guarantee against unauthorized account activity could have a negative
impact on the Company’s business, financial condition and results of operations.
Technology and operational failures or errors could subject the Company to losses, litigation, and regulatory actions.
The Company must process, record and monitor a large number of transactions and its operations are highly dependent on the
integrity of its technology systems and its ability to make timely enhancements and additions to its systems. System
interruptions, errors or downtime can result from a variety of causes, including changes in client use patterns, technological
failure, changes to its systems, linkages with third-party systems and power failures and can have a significant impact on the
Company’s business and operations. The Company’s systems are vulnerable to disruptions from human error, execution
errors, errors in models such as those used for asset management, capital planning and management, risk management, stress
testing and compliance, employee misconduct, unauthorized trading, external fraud, computer viruses, distributed denial of
service attacks, cyber attacks, terrorist attacks, natural disaster, power outage, capacity constraints, software flaws, events
impacting key business partners and vendors, and similar events. For example, the Company and other financial institutions
have been the target of various denial of service attacks that have, in certain circumstances, made websites, mobile
applications and email unavailable for periods of time. It could take an extended period of time to restore full functionality to
the Company’s technology or other operating systems in the event of an unforeseen occurrence, which could affect the
Company’s ability to process and settle client transactions. Moreover, instances of fraud or other misconduct might also
negatively impact the Company’s reputation and client confidence in the Company, in addition to any direct losses that might
result from such instances. Despite the Company’s efforts to identify areas of risk, oversee operational areas involving risk,
and implement policies and procedures designed to manage these risks, there can be no assurance that the Company will not
suffer unexpected losses, reputational damage or regulatory action due to technology or other operational failures or errors,
including those of its vendors or other third parties.
While the Company devotes substantial attention and resources to the reliability, capacity and scalability of its systems,
extraordinary trading volumes could cause the Company’s computer systems to operate at unacceptably slow speeds or even
fail, affecting the Company’s ability to process client transactions and potentially resulting in some clients’ orders being
executed at prices they did not anticipate. Disruptions in service and slower system response times could result in substantial
losses and decreased client satisfaction. The Company is also dependent on the integrity and performance of securities
exchanges, clearing houses and other intermediaries to which client orders are routed for execution and settlement. Systems
failures and constraints and transaction errors at such intermediaries could result in delays and erroneous or unanticipated
execution prices, cause substantial losses for the Company and for its clients, and subject the Company to claims from its
clients for damages.
- 12 -
THE CHARLES SCHWAB CORPORATION
A significant decrease in the Company’s liquidity could negatively affect the Company’s business and financial
management as well as reduce client confidence in the Company.
Maintaining adequate liquidity is crucial to the business operations of the Company, including margin lending, mortgage
lending, and transaction settlement, among other liquidity needs. The Company meets its liquidity needs primarily through
cash generated by client activity and operating earnings, as well as cash provided by external financing. Fluctuations in client
cash or deposit balances, as well as changes in regulatory treatment of client deposits or market conditions, may affect the
Company’s ability to meet its liquidity needs. A reduction in the Company’s liquidity position could reduce client confidence
in the Company, which could result in the loss of client accounts, or could cause the Company to fail to satisfy its liquidity
requirements, including the modified LCR. In addition, if the Company’s broker-dealer or depository institution subsidiaries
fail to meet regulatory capital guidelines, regulators could limit the subsidiaries’ operations or their ability to upstream funds
to CSC, which could reduce CSC’s liquidity and adversely affect its ability to repay debt and pay cash dividends. In addition,
CSC may need to provide additional funding to such subsidiaries.
Factors which may adversely affect the Company’s liquidity position include Schwab having temporary liquidity demands
due to timing differences between brokerage transaction settlements and the availability of segregated cash balances,
unanticipated outflows of company cash, fluctuations in cash held in banking or brokerage client accounts, a dramatic
increase in the Company’s client 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 the Company.
When cash generated by client activity and operating earnings is not sufficient for the Company’s liquidity needs, the
Company may seek external financing. During periods of disruptions in the credit and capital markets, potential sources of
external financing could be reduced, and borrowing costs could increase. Although CSC and Schwab maintain committed
and uncommitted, unsecured bank credit lines and CSC has a commercial paper issuance program, as well as a universal
shelf registration statement filed with the SEC which can be used to sell securities, financing may not be available on
acceptable terms or at all due to market conditions or disruptions in the credit markets. In addition, a significant downgrade in
the Company’s credit ratings could increase its borrowing costs and limit its access to the capital markets.
The Company may suffer significant losses from its credit exposures.
The Company’s businesses are subject to the risk that a client, counterparty or issuer will fail to perform its contractual
obligations, or that the value of collateral held to secure obligations will prove to be inadequate. While the Company has
policies and procedures designed to manage this risk, the policies and procedures may not be fully effective. The Company’s
exposure mainly results from margin lending, clients’ options trading, futures activities, securities lending, mortgage lending,
pledged asset lending, its role as a counterparty in financial contracts and investing activities, and indirectly from the
investing activities of certain of the proprietary funds the Company sponsors.
When clients purchase securities on margin, borrow on lines of credit collateralized by securities, or trade options or futures,
the Company is subject to the risk that clients may default on their obligations when the value of the securities and cash in
their accounts falls below the amount of clients’ indebtedness. Abrupt changes in securities valuations and the failure of
clients to meet margin calls could result in substantial losses.
The Company has exposure to credit risk associated with its investments. Those investments are subject to price fluctuations
as a result of changes in the financial market’s assessment of credit quality. Loss of value of securities can negatively affect
earnings if management determines that such securities are other than temporarily impaired. The evaluation of whether other-
than-temporary impairment (OTTI) exists is a matter of judgment, which includes the assessment of several factors. If
management determines that a security is OTTI, the cost basis of the security may be adjusted and a corresponding loss may
be recognized in current earnings. Deterioration in the performance of available for sale (AFS) and held to maturity (HTM)
securities could result in the recognition of future impairment charges. Even if a security is not considered OTTI, if the
Company was ever forced to sell the security sooner than intended prior to maturity due to liquidity needs, the Company
would have to recognize any unrealized losses at that time. See Critical Accounting Estimates in Part II, Item 7 for additional
information.
- 13 -
THE CHARLES SCHWAB CORPORATION
The Company’s bank loans primarily consist of First Mortgages, HELOCs, and PALs. Increases in delinquency and default
rates, housing and stock price declines, increases in the unemployment rate, and other economic factors can result in charges
for loan loss reserves and write downs on such loans.
Heightened credit exposures to specific counterparties or instruments (concentration risk) can increase the Company’s risk of
loss. Examples of the Company’s credit concentration risk include:
• Large positions in financial instruments collateralized by assets with similar economic characteristics or in securities
of a single issuer or industry;
• Mortgage loans and HELOCs to banking clients which are secured by properties in the same geographic region; and
• Margin, pledged asset, and securities lending activities collateralized by securities of a single issuer or industry.
The Company sponsors a number of proprietary money market mutual funds and other proprietary funds. Although the
Company has no obligation to do so, the Company may decide for competitive or other reasons to provide credit, liquidity or
other support to its funds in the event of significant declines in valuation of fund holdings or significant redemption activity
that exceeds available liquidity. Such support could cause the Company to take significant charges, could reduce the
Company’s liquidity and, in certain situations, could, with respect to proprietary funds other than money market mutual
funds, result in the Company having to consolidate a supported fund in its financial statements. If the Company chose not to
provide credit, liquidity or other support in such a situation, the Company could suffer reputational damage and its business
could be adversely affected.
The Company is subject to litigation and regulatory investigations and proceedings and may not be successful in
defending itself against claims or proceedings.
The financial services industry faces significant litigation and regulatory risks. The Company is subject to claims and
lawsuits in the ordinary course of business, including arbitrations, class actions and other litigation, some of which include
claims for substantial or unspecified damages. The Company is also the subject of inquiries, investigations, and proceedings
by regulatory and other governmental agencies.
Litigation and arbitration claims include those brought by the Company’s clients and the clients of third party advisors whose
assets are custodied at the Company. Claims from clients of third party advisors may allege losses due to investment
decisions made by the third party advisors or the advisors’ misconduct. Litigation claims also include claims from third
parties alleging infringement of their intellectual property rights (e.g., patents). Such litigation can require the expenditure of
significant Company resources. If the Company were found to have infringed on a third-party patent, or other intellectual
property rights, it could incur substantial damages, and in some circumstances could be enjoined from using certain
technology, or providing certain products or services.
Actions brought against the Company may result in settlements, awards, injunctions, fines, penalties or other results adverse
to the Company including reputational harm. Even if the Company is successful in defending against these actions, the
defense of such matters may result in the Company incurring significant expenses. A substantial judgment, settlement, fine,
or penalty could be material to the Company’s operating results or cash flows for a particular future period, depending on the
Company’s results for that period. In market downturns, the volume of legal claims and amount of damages sought in
litigation and regulatory proceedings against financial services companies have historically increased. See Item 8 – Note 14
for more information on contingencies.
The Company relies on outsourced service providers to perform key functions.
The Company relies on external service providers to perform certain key technology, processing, servicing, and support
functions. These service providers face technology, operating, business, and economic risks, and any significant failures by
them, including the improper use or disclosure of the Company’s confidential client, employee, or company information,
could cause the Company to incur losses and could harm the Company’s reputation. An interruption in or the cessation of
service by any external service provider as a result of systems failures, capacity constraints, financial difficulties or for any
other reason, and the Company’s inability to make alternative arrangements in a timely manner could disrupt the Company’s
operations, impact the Company’s ability to offer certain products and services, and result in financial losses to the Company.
Switching to an alternative service provider may require a transition period and result in less efficient operations.
- 14 -
THE CHARLES SCHWAB CORPORATION
Potential strategic transactions could have a negative impact on the Company’s financial position.
The Company evaluates potential strategic transactions, including business combinations, acquisitions, and dispositions. Any
such transaction could have a material impact on the Company’s financial position, results of operations, or cash flows. The
process of evaluating, negotiating, and effecting any such strategic transaction may divert management’s attention from other
business concerns, and might cause the loss of key clients, employees, and business partners. Moreover, integrating
businesses and systems may result in unforeseen expenditures as well as numerous risks and uncertainties, including the need
to integrate operational, financial, and management information systems and management controls, integrate relationships
with clients and business partners, and manage facilities and employees in different geographic areas. In addition, an
acquisition may cause the Company to assume liabilities or become subject to litigation or regulatory proceedings. Further,
the Company may not realize the anticipated benefits from an acquisition, and any future acquisition could be dilutive to the
Company’s current stockholders’ percentage ownership or to earnings per common share (EPS).
The Company’s acquisitions and dispositions are typically subject to closing conditions, including regulatory approvals and
the absence of material adverse changes in the business, operations or financial condition of the entity being acquired or sold.
To the extent the Company enters into an agreement to buy or sell an entity, there can be no guarantee that the transaction
will close when expected, or at all. If a material transaction does not close, the Company’s stock price could decline.
The Company’s industry is characterized by aggressive price competition.
The Company continually monitors its pricing in relation to competitors and periodically adjusts trade commission rates,
interest rates on deposits and loans, fees for advisory services, expense ratios on mutual funds and ETFs and other pricing to
enhance its competitive position. Increased price competition from other financial services firms, such as reduced
commissions to attract trading volume or higher deposit rates to attract client cash balances, could impact the Company’s
results of operations and financial condition.
The Company faces competition in hiring and retaining qualified employees.
The market for qualified personnel in the Company’s business is highly competitive. At various times, different functions and
roles are in especially high demand in the market, compelling the Company to pay more to attract talent. The Company’s
ability to continue to compete effectively will depend upon its ability to attract new employees and retain existing employees
while managing compensation costs.
The Company’s stock price has fluctuated historically, and may continue to fluctuate.
The Company’s stock price can be volatile. Among the factors that may affect the volatility of the Company’s stock price are
the following:
• The Company’s exposure to changes in interest rates;
• Speculation in the investment community or the press about, or actual changes in, the Company’s competitive
position, organizational structure, executive team, operations, financial condition, financial reporting and results,
expense discipline, or strategic transactions;
• The announcement of new products, services, acquisitions, or dispositions by the Company or its competitors; and
•
Increases or decreases in revenue or earnings, changes in earnings estimates by the investment community, and
variations between estimated financial results and actual financial results.
Changes in the stock market generally, or as it concerns the Company’s industry, as well as geopolitical, corporate,
regulatory, business, and economic factors may also affect the Company’s stock price.
Future sales of CSC’s equity securities may adversely affect the market price of CSC’s common stock and result in
dilution.
CSC’s certificate of incorporation authorizes CSC’s Board of Directors, among other things, to issue additional shares of
common or preferred stock or securities convertible or exchangeable into equity securities, without stockholder approval.
- 15 -
THE CHARLES SCHWAB CORPORATION
CSC may issue additional equity or convertible securities to raise additional capital or for other purposes. The issuance of any
additional equity or convertible securities could be substantially dilutive to holders of CSC’s common stock and may
adversely affect the market price of CSC’s common stock.
Item 1B. Unresolved Securities and Exchange Commission Staff Comments
None.
Item 2.
Properties
A summary of the Company’s significant locations is presented in the following table. Locations are leased or owned as
noted below. The square footage amounts are presented net of space that has been subleased to third parties.
December 31, 2016
(amounts in thousands)
Location
Corporate headquarters:
San Francisco, CA
Service and other office space:
Square Footage
Leased
Owned
678
-
Phoenix, AZ
Denver, CO
Austin, TX
Indianapolis, IN
Orlando, FL
Richfield, OH
El Paso, TX
Chicago, IL
Dallas, TX
721
731
191
275
-
117
105
-
-
Substantially all of the Company’s branch offices are located in leased premises. The corporate headquarters, data centers,
offices, and service centers support both of the Company’s segments.
28
-
219
-
148
-
-
83
56
Item 3.
Legal Proceedings
For a discussion of legal proceedings, see Item 8 – Note 14.
Item 4. Mine Safety Disclosures
Not applicable.
- 16 -
THE CHARLES SCHWAB CORPORATION
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities
CSC’s common stock is listed on The New York Stock Exchange under the ticker symbol SCHW. The number of common
stockholders of record as of January 31, 2017, was 6,366. The closing market price per share on that date was $41.24.
The quarterly high and low sales prices for CSC’s common stock and the other information required to be furnished pursuant
to this item are included in Item 8 – Note 19 and Note 25.
The following graph shows a five-year comparison of cumulative total returns for CSC’s common stock, the Dow Jones U.S.
Investment Services Index, and the Standard & Poor’s 500 Index, each of which assumes an initial investment of $100 and
reinvestment of dividends.
$400
$350
$300
$250
$200
$150
$100
$50
$0
12/31/11
The Charles Schwab
Corporation
Standard & Poor's 500
Index
Dow Jones U.S. Investment
Services Index
12/31/12
12/31/13
12/31/14
12/31/15
12/31/16
December 31,
The Charles Schwab Corporation
Standard & Poor’s 500 Index
Dow Jones U.S. Investment Services Index
2011
2012
2013
2014
2015
2016
$
$
$
100 $
130 $
238 $
279 $
307 $
371
100 $
116 $
154 $
175 $
177 $
198
100 $
127 $
205 $
235 $
234 $
295
- 17 -
THE CHARLES SCHWAB CORPORATION
Issuer Purchases of Equity Securities
At December 31, 2016, approximately $596 million of future share repurchases are authorized under the Share Repurchase
Program. There were no share repurchases during the fourth quarter. There were two authorizations under this program by
CSC’s Board of Directors, each covering up to $500 million of common stock that were publicly announced by the Company
on April 25, 2007, and March 13, 2008. The remaining authorizations do not have an expiration date.
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 2016:
Month
October:
Employee transactions (1)
November:
Employee transactions (1)
December:
Employee transactions (1)
Total:
Employee transactions (1)
Total Number of
Shares Purchased
(in thousands)
Average
Price Paid
per Share
5
$
31.64
894
$
31.56
2
$
39.33
901
$
31.58
(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. The Company may receive shares
delivered or attested to pay the exercise price and/or to satisfy tax withholding obligations by employees who exercise
stock options granted under employee stock incentive plans, which are commonly referred to as stock swap exercises.
- 18 -
THE CHARLES SCHWAB CORPORATION
Item 6.
Selected Financial Data
Selected Financial and Operating Data
(In Millions, Except Per Share Amounts, Ratios, or as Noted)
Growth Rates
Compounded Annual
1-Year
4-Year (1)
2012-2016 2015-2016
2016
2015
2014
2013
2012
Results of Operations
Net revenues
Expenses excluding interest
Net income
Net income available to common stockholders
Earnings per common share:
Basic
Diluted
Dividends declared per common share
Weighted average common shares outstanding:
Basic
Diluted
Asset management and administration fees as a
percentage of net revenues
Net interest revenue as a percentage of net revenues
Trading revenue as a percentage of net revenues
Effective income tax rate
Performance Measures
Net revenue growth
Pre-tax profit margin
Return on average common stockholders’ equity
Financial Condition (at year end)
Total assets (2)
Long-term debt (2)
Preferred stock
Total stockholders’ equity
Assets to stockholders’ equity ratio
Debt to total capital ratio
Employee Information
Full-time equivalent employees (in thousands,
11 %
7 %
19 %
19 %
18 %
17 %
1 %
1 %
17 %
9 %
31 %
28 %
27 %
27 %
1 %
1 %
$
$
$
$
$
$
$
$
$
$
$
$
$
$
7,478
4,485
1,889
1,746
1.32
1.31
.27
1,324
1,334
$
$
$
$
$
$
$
6,380
4,101
1,447
1,364
1.04
1.03
.24
1,315
1,327
$
$
$
$
$
$
$
6,058
3,943
1,321
1,261
.96
.95
.24
1,303
1,315
$
$
$
$
$
$
$
5,435
3,730
1,071
1,010
.78
.78
.24
1,285
1,293
41 %
44 %
11 %
36.9 %
17 %
40.0 %
14 %
41 %
40 %
14 %
36.5 %
5 %
35.7 %
12 %
42 %
38 %
15 %
37.5 %
11 %
34.9 %
12 %
43 %
36 %
17 %
37.2 %
11 %
31.4 %
11 %
4,883
3,433
928
883
.69
.69
.24
1,274
1,275
42 %
36 %
18 %
36.0 %
4 %
29.7 %
11 %
14 %
15 %
34 %
14 %
22 %
-
91 %
23 %
$
$
$
$
$
$
$
$
223,383
2,876
2,783
16,421
14
15 %
$
$
$
$
183,705
2,877
1,459
13,402
14
18 %
$
$
$
$
154,635
1,892
872
11,803
13
14 %
$
$
$
$
143,633
1,894
869
10,381
14
15 %
133,609
1,624
865
9,589
14
14 %
at year end)
6 %
(1) The compounded 4-year growth rate is computed using the formula: Compound annual growth rate = (Ending Value / Beginning Value) .25 – 1.
(2) Adjusted for the retrospective adoption of ASU 2015-03. See Item 8 –Note 2.
16.2
15.3
14.6
13.8
4 %
13.8
- 19 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Annual Report on Form 10-K contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “estimate,”
“appear,” “aim,” “target,” “seek”, “could,” “would,” “continue,” and other similar expressions. In addition, any statements
that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking
statements.
These forward-looking statements, which reflect management’s beliefs, objectives, and expectations as of the date hereof, are
estimates based on the best judgment of the Company’s senior management. These statements relate to, among other things:
• The Company’s aim to maximize its market valuation and stockholder returns over time; the Company’s belief that
developing trusted relationships will translate into more client assets which drives revenue and, along with expense
discipline, generates earnings growth and builds stockholder value; and the Company’s ability to pursue its business
strategy and maintain its market leadership position; (see Business Strategy and Competitive Environment in Part I,
Item 1);
• The impact of legal proceedings and regulatory matters (see Legal Proceedings in Part I, Item 3 and Item 8 – Note
14);
• The adjustment of rates paid on client-related liabilities; the stability, rate sensitivity, and duration of client-related
liabilities; the opportunity to migrate non-rate sensitive cash in sweep money market funds to Schwab Bank;
increasing the duration of interest-earning assets; and the Company’s positioning to benefit from an increase in
interest rates and limit its exposure to falling rates; (see Net Interest Revenue in Part II, Item 7);
• Sources of liquidity, capital, and level of dividends (see Liquidity Risk in Part II, Item 7);
• Capital ratios (see Capital Management in Part II, Item 7);
• The impact of changes in management’s estimates on the Company’s results of operations (see Critical Accounting
Estimates in Part II, Item 7);
• The expected impact of new accounting standards not yet adopted (see Item 8 – Note 2); and
• The impact of changes in the likelihood of indemnification and guarantee payment obligations on the Company’s
results of operations (see Item 8 – Note 14).
Achievement of the expressed beliefs, objectives and expectations described in these statements is subject to certain risks and
uncertainties that could cause actual results to differ materially from the expressed beliefs, objectives, and expectations.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of
this Annual Report on Form 10-K or, in the case of documents incorporated by reference, as of the date of those documents.
Important factors that may cause actual results to differ include, but are not limited to:
• General market conditions, including the level of interest rates, equity valuations and trading activity;
• The Company’s ability to attract and retain clients, develop trusted relationships, and grow client assets;
• Client use of the Company’s investment advisory services and other products and services;
• The level of client assets, including cash balances;
• Competitive pressure on rates and fees;
• Client sensitivity to interest rates;
• Regulatory guidance;
• Timing, amount, and impact of the migration of certain balances from brokerage accounts and sweep money market
funds into Schwab Bank;
• Capital and liquidity needs and management;
• The Company’s ability to manage expenses;
- 20 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
• The effect of adverse developments in litigation or regulatory matters and the extent of any related charges;
• The availability and terms of external financing;
• Potential breaches of contractual terms for which the Company has indemnification and guarantee obligations; and
• The Company’s ability to develop and launch new products, services and capabilities in a timely and successful
manner.
Certain of these factors, as well as general risk factors affecting the Company, are discussed in greater detail in Risk Factors
in Part I, Item 1A.
- 21 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
GLOSSARY OF TERMS
Active brokerage accounts: Brokerage accounts with activity within the preceding eight months.
Asset-backed securities: Debt securities backed by financial assets such as loans or receivables.
Assets receiving ongoing advisory services: Client relationships under the guidance of independent advisors and assets
enrolled in one of the Company’s retail or other advisory solutions.
Basel III: Global regulatory standards on bank capital adequacy and liquidity issued by the Basel Committee on Banking
Supervision.
Basis point: One basis point equals 1/100th of 1%, or 0.01%.
Cash and investments segregated and on deposit for regulatory purposes: Client cash or qualified securities balances not
used for margin lending are segregated into investment accounts maintained for the exclusive benefit of clients, pursuant to
Rule 15c3-3 of the Securities Exchange Act of 1934, by the Company’s broker-dealer subsidiaries.
Client assets: The market value of all client assets in the Company’s custody and in the Company’s proprietary products,
which includes both cash and securities. Average client assets are the daily average client asset balance for the period.
Client cash as a percentage of client assets: Calculated as money market fund balances, bank deposits, Schwab One®
balances, and certain cash equivalents as a percentage of client assets.
Clients’ daily average trades: Includes daily average revenue trades by clients, trades by clients in asset-based pricing
relationships, and all commission-free trades.
Commitments to extend credit: Legally binding agreements to extend credit for unused HELOCs, PALs, and other lines of
credit.
Common Equity Tier 1 Capital (CET1): The sum of common stock and related surplus net of treasury stock, retained
earnings, AOCI and qualifying minority interests, less applicable regulatory adjustments and deductions. The Company made
a one-time election to opt-out of the requirement to include most components of AOCI in CET1 Capital.
Common Equity Tier 1 Risk-Based Capital Ratio: The ratio of CET1 Capital to total risk-weighted 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 client.
Customer Protection Rule: Refers to Rule 15c3-3 of the Securities Exchange Act of 1934.
Daily average revenue trades: Total revenue trades during a certain period, divided by the number of trading days in that
period. Revenue trades include all client trades that generate trading revenue (i.e., commission revenue or principal
transaction revenue).
Debt to total capital ratio: Calculated as long-term debt divided by stockholders’ equity and long-term debt.
Delinquency roll rates: The rates at which loans transition through delinquency stages, ultimately resulting in a loss. The
Company considers a loan to be delinquent if it is 30 days or more past due.
Dodd-Frank Wall Street Reform and Consumer Protection Act: Regulatory reform legislation signed into federal law in
2010 containing numerous provisions which expanded prudential regulation of large financial services companies.
Duration: The change in value of a financial instrument for a modeled 1% change in interest rates, expressed in years.
- 22 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Final Regulatory Capital Rules: Refers to the regulatory capital rules issued by U.S. banking agencies in 2013 that
implemented Basel III and relevant provisions of Dodd-Frank, which apply to savings and loan holding companies, as well as
federal savings banks. Implementation began on January 1, 2015.
First Mortgages: Refers to first lien residential real estate mortgage loans.
Full-time equivalent employees: Represents the total number of hours worked divided by a 40-hour work week for the
following categories: full-time, part-time and temporary employees and persons employed on a contract basis.
High Quality Liquid Assets (HQLA): Assets with a high potential to be converted easily and quickly into cash.
Interest-bearing liabilities: Includes bank deposits, payables to brokerage clients, short-term borrowings, and long-term
debt on which the Company pays interest.
Interest-earning assets: Includes cash and cash equivalents, cash and investments segregated, broker-related receivables,
receivables from brokerage clients, investment securities, and bank loans on which the Company earns interest.
Investment grade: Defined as a rating equivalent to a Moody’s Investors Service (Moody’s) rating of “Baa” or higher, or a
Standard & Poor’s Rating Group (Standard & Poor’s) or Fitch Ratings, Ltd (Fitch) rating of “BBB-” or higher.
Liquidity Coverage Ratio (LCR): The ratio of HQLA to projected net cash outflows during a 30-day stress scenario.
Loan-to-value (LTV) ratio: Calculated as the principal amount of a loan divided by the value of the collateral securing the
loan.
Margin loans: Advances made to brokerage clients on a secured basis to purchase securities reflected in receivables from
brokerage clients on the Company’s consolidated balance sheets.
Master netting arrangement: An agreement between two counterparties that have multiple contracts with each other that
provides for net settlement of all contracts through a single cash payment in the event of default or termination of any one
contract.
Mortgage-backed securities: A type of asset-backed security that is secured by a mortgage or group of mortgages.
Net interest margin: Net interest revenue divided by average interest-earning assets.
Net new client assets: Total inflows of client cash and securities to the Company less client outflows.
Net Stable Funding Ratio (NSFR): Measures an organization’s “available” amount of stable funding relative to its
“required” amount of stable funding over a one-year time horizon.
New brokerage accounts: All brokerage accounts opened during the period, as well as any accounts added via acquisition.
Nonperforming assets: The total of nonaccrual loans and other real estate owned.
Order flow revenue: Net compensation received from markets and firms to which Schwab and optionsXpress send equity
and options orders. Reflects rebates received for certain types of orders, minus fees paid for types of orders for which
exchange fees or other charges apply.
Pledged Asset Line (PAL): A non-purpose revolving line of credit from Schwab Bank secured by eligible assets held in a
separate pledged asset account maintained at Schwab.
Return on average common stockholders’ equity: Calculated as net income available to common stockholders annualized
divided by average common stockholders’ equity.
- 23 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Risk-weighted assets: Primarily computed by assigning specific risk-weightings as specified by the U.S. federal banking
agencies to assets and off-balance sheet instruments for capital adequacy calculations.
Tier 1 Capital: The sum of CET1 Capital and additional Tier 1 Capital instruments and related surplus, less applicable
adjustments and deductions.
Tier 1 Leverage Ratio: Tier 1 Capital divided by adjusted average total consolidated assets for the quarter.
Trading days: Days in which the markets/exchanges are open for the buying and selling of securities. Early market closures
are counted as half-days.
U.S. federal banking agencies: Refers to the Federal Reserve, the OCC, the FDIC, and the CFPB.
Uniform Net Capital Rule: Refers to Rule 15c3-1 under the Securities Exchange Act of 1934, which specifies minimum
capital requirements that are intended to ensure the general financial soundness and liquidity of broker-dealers.
- 24 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
OVERVIEW
Management of the Company focuses on several client activity and financial metrics in evaluating the Company’s financial
position and operating performance. Management believes that metrics relating to net new and total client assets, as well as
client cash levels and utilization of advisory services, offer perspective on the Company’s business momentum and client
engagement. Data on new and total client brokerage accounts provides additional perspective on the Company’s ability to
attract and retain new business. Management believes that net revenue growth, pre-tax profit margin, EPS, and return on
average common stockholders’ equity provide broad indicators of the Company’s overall financial health, operating
efficiency, and ability to generate acceptable returns. Management considers expenses, excluding interest, as a percentage of
average client assets to be a measure of operating efficiency. Finally, management believes the Consolidated Tier 1 Leverage
Ratio is the most restrictive capital constraint currently imposed by regulators. Results for the years ended December 31,
2016, 2015, and 2014 are:
Client Metrics:
Net new client assets (in billions)
Core net new client assets (in billions) (1)
Client assets (in billions, at year end)
Average client assets (in billions)
New brokerage accounts (in thousands)
Active brokerage accounts (in thousands, at year end)
Assets receiving ongoing advisory services
(in billions, at year end)
Client cash as a percentage of client assets
(at year end)
Company Financial Metrics:
Net revenues
Expenses excluding interest
Income before taxes on income
Taxes on income
Net income
Preferred stock dividends and other
Net income available to common stockholders
Earnings per common share – diluted
Net revenue growth from prior year
Pre-tax profit margin
Return on average common stockholders’ equity
Expenses excluding interest as a percentage of
average client assets
Consolidated Tier 1 Leverage Ratio
Growth Rate
1-Year
2015-2016
2016
2015
2014
(10) % $
(7) % $
11 % $
3 % $
2 %
4 %
125.5 $
$
125.5
2,779.5 $
$
2,614.7
139.4 $
$
134.7
2,513.8 $
$
2,531.8
1,093
10,155
1,070
9,769
124.8
124.8
2,463.6
2,384.0
972
9,386
12 % $
1,401.4
$
1,253.7
$
1,228.1
17 % $
9 %
31 %
33 %
31 % $
72 %
28 % $
27 % $
13.0 %
13.0 %
12.3 %
7,478 $
4,485
2,993
1,104
1,889 $
143
1,746 $
1.31 $
17 %
40.0 %
14 %
6,380 $
4,101
2,279
832
1,447 $
83
1,364 $
1.03 $
5 %
35.7 %
12 %
6,058
3,943
2,115
794
1,321
60
1,261
.95
11 %
34.9 %
12 %
0.17 %
7.2 %
0.16 %
7.1 %
0.17 %
N/A
(1) 2015 excludes an inflow of $6.1 billion to reflect the final impact of the consolidation of its retirement plan
recordkeeping platforms, an inflow of $10.2 million relating to a mutual fund clearing services client, and an outflow of
$11.6 billion relating to the Company’s planned resignation from an Advisor Services cash management relationship
netting to an adjustment of ($4.7) billion.
N/A Not applicable.
The Company’s financial results are highly correlated to the general overall strength of economic conditions and, more
specifically, to the direction of the U.S. equity and fixed income markets, interest rates, the mortgage lending markets and
residential credit trends. These factors, as well as political and regulatory trends and industry competition, are unpredictable.
- 25 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
2016 Compared to 2015
In 2016, net income available to common stockholders increased $382 million, or 28%, from the prior year, resulting in
diluted EPS of $1.31 in 2016 compared to $1.03 in 2015. Net revenues improved by $1.1 billion, or 17%, while expenses
excluding interest increased $384 million, or 9%, compared to 2015.
Strong client momentum continued as the Company’s innovative, full-service model resonated with clients and drove growth
during the year. The Company added 1.1 million new brokerage accounts to its client base during 2016, which contributed to
bringing the total active brokerage accounts to 10.2 million by year-end. Core net new assets from new and existing clients
totaled $125.5 billion in 2016, which helped grow total client assets to $2.78 trillion as of December 31, 2016. Also during
2016, investors increasingly turned to the Company’s advice offerings resulting in a 12% increase in client assets enrolled in
one of the Company’s retail advisory solutions and those guided by independent advisors, to $1.40 trillion at the end of the
year.
The Company expanded client assets by 11% during an environment that had periods of marked volatility, but ultimately
included improving economic conditions. The Standard & Poor’s 500 Index ended 2016 10% higher than the prior year end.
After years of ultra-low interest rates, the Federal Reserve’s move to increase the overnight federal funds target rate by 25
basis points in December 2015 helped throughout 2016; the Federal Reserve’s subsequent additional 25 basis point increase
in December 2016 had little time to impact 2016 results. Other short-term rates also rose in 2016. The one-month London
Interbank Offered Rate (LIBOR) improved 34 basis points to .77% at December 31, 2016 compared to December 31, 2015.
These external drivers and the solid client growth helped produce strong net revenue growth. The Company’s 17% net
revenue growth was led by increased net interest revenue and asset management and administration fees, which more than
offset lower revenue from trading and other revenue. Net interest revenue improved $797 million, or 32%, in 2016 compared
to 2015 primarily due to a 21% increase in average interest earning assets and a 13 basis point improvement in the average
net interest margin from year to year, to 1.73%. The lift in interest-earning assets was due to a combination of the Company’s
ongoing asset gathering efforts, additional bulk transfers of client cash sweep balances from money market funds to Schwab
Bank, and the designation of Schwab Bank as the default sweep option for virtually all new brokerage accounts as of June
2016. Asset management and administration fees improved $405 million, or 15%, primarily due to higher short-term interest
rates affecting the yield on money market funds.
Strong net revenue growth provided room for increased investment in people and technology, resulting in a 9% expense
growth for 2016. This increase allowed for a 780 basis point gap between net revenue and expense growth and a pre-tax
profit margin of 40.0% in 2016, compared to 35.7% in 2015.
2015 Compared to 2014
In 2015, the Company’s net revenue and net income grew despite an environment that included significant equity market
volatility and continued low interest rates. The Standard & Poor’s 500 Index declined as much as 9% during the year and
ultimately ended the year down 1% when compared to the prior year. The overnight federal funds target rate increased
25 basis points in December 2015; however, the increase had limited effect on 2015 results. The year end 2015 one-month
LIBOR yield improved 28 basis points to .43% compared to 2014. Long-term interest rates decreased in 2015 compared to
the same period in 2014. The average 10-year U.S. Treasury yield during 2015 was 2.13%, 40 basis points lower than the
average yield during 2014.
Core net new assets totaled $134.7 billion in 2015 compared to $124.8 billion in 2014. Total client assets ended 2015 at
$2.51 trillion, up 2% from the year ended 2014, despite the $89.2 billion impact of reduced market valuation on client assets
during the year.
The Company added 1.1 million new brokerage accounts to its client base during 2015, up 10% compared to 2014. Active
brokerage accounts ended 2015 at 9.8 million, up 4% on a year-over-year basis. Faced with economic uncertainty and the
resulting market volatility, investors increasingly turned to advice offerings throughout the year. Over 155,000 accounts
enrolled in one of the Company’s retail advisory solutions during 2015, 60% more than the year-earlier period, and total
accounts using these solutions reached 560,000, up 14% year-over-year.
- 26 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
During 2015, the Company’s net revenues increased 5% compared to 2014 primarily due to increases in net interest revenue
and asset management and administration fees, partially offset by a decrease in trading revenue.
Growth in expenses excluding interest was limited to a 4% increase in 2015 primarily reflecting business growth related
increases in compensation, benefits and other expenses.
The combined effect of market conditions, strong business growth, and the Company’s overall spending discipline resulted in
a pre-tax profit margin of 35.7% in 2015.
Subsequent Event
On January 26, 2017, the Company announced that Mr. Peter Crawford, Executive Vice President – Finance, will succeed
Mr. Joseph R. Martinetto as the Company’s Chief Financial Officer, effective May 16, 2017.
Mr. Martinetto will continue as Senior Executive Vice President at CSC, maintaining oversight of several functions including
the Company’s banking, technology and operations units.
Current Regulatory Environment and Other Developments
In September 2016, the OCC issued final guidelines for recovery planning by national banks and federal savings banks with
total consolidated assets of $50 billion or more. The guidelines require each bank to develop and maintain a recovery plan
that describes how the bank will restore itself to financial health and viability in response to a wide range of external and
internal financial and operational stress scenarios. The guidelines went into effect on January 1, 2017, and Schwab Bank has
until the end of 2017 to develop and prepare a recovery plan.
In May 2016, the Federal Reserve, the OCC and the FDIC jointly issued a notice of proposed rulemaking that would impose
a minimum NSFR on certain banking organizations, including CSC. The effective date of the rule would be January 1, 2018.
The comment period for the proposed rule ended on August 5, 2016 and the impact to the Company cannot be assessed until
the final rule is released.
In October 2015, the Federal Reserve issued a notice of proposed rulemaking on Total Loss-Absorbing Capacity and long-
term debt that, among other things, would have required certain financial institutions that are subject to the Federal Reserve’s
capital rules to deduct from their regulatory capital the amount of any investments in or exposure to unsecured debt issued by
U.S. bank holding companies identified as global systemically important banking organizations (GSIBs). In December 2016,
the Federal Reserve issued a final rule that did not include this regulatory capital deduction proposal. At the same time, the
Federal Reserve did indicate its intent to work with the OCC and FDIC to develop a proposed interagency approach towards
the regulatory capital treatment of GSIB unsecured debt. The Company will evaluate any such proposal when it is issued.
- 27 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
RESULTS OF OPERATIONS
Net Revenues
Year Ended December 31,
2016
2015
2014
Asset management and administration fees
Mutual fund and ETF service fees
Advice solutions
Other
Asset management and administration fees
Net interest revenue
Interest revenue
Interest expense
Net interest revenue
Trading revenue
Commissions
Principal transactions
Trading revenue
Other
Provision for loan losses
Net impairment losses on securities
Total net revenues
Growth Rate
2015-2016
% of
Total Net
Amount Revenues
% of
Total Net
Amount Revenues
% of
Total Net
Amount Revenues
25 %
2 %
5 %
15 %
31 %
30 %
32 %
(5) %
5 %
(5) %
(17) %
(55) %
-
17 %
$
$
1,853
915
287
3,055
3,493
(171)
3,322
779
46
825
271
5
-
7,478
25 % $
12 %
4 %
41 %
46 %
(2) %
44 %
10 %
1 %
11 %
4 %
-
-
100 % $
1,479
898
273
2,650
2,657
(132)
2,525
822
44
866
328
11
-
6,380
23 % $
14 %
4 %
41 %
42 %
(2) %
40 %
13 %
1 %
14 %
5 %
-
-
100 % $
1,413
840
280
2,533
2,374
(102)
2,272
857
50
907
343
4
(1)
6,058
23 %
14 %
5 %
42 %
39 %
(1) %
38 %
14 %
1 %
15 %
5 %
-
-
100 %
Asset Management and Administration Fees
Asset management and administration fees include mutual fund and ETF service fees and fees for other asset-based financial
services provided to individual and institutional clients. The Company earns mutual fund and ETF service fees for
shareholder services, administration, and investment management provided to its proprietary funds, and recordkeeping and
shareholder services provided to third-party funds. Asset management and administration fees are based upon the daily
balances of client assets invested in these funds and do not include securities lending revenues earned by proprietary mutual
funds and ETFs, as those amounts, net of program fees, are credited to the fund shareholders. The fair values of client assets
included in proprietary and third-party mutual funds and ETFs are based on quoted market prices and other observable
market data.
The Company also earns asset management fees for advice solutions, which include managed portfolios, specialized
strategies and customized investment advice. Other asset management and administration fees include various asset-based
fees such as trust fees, 401(k) recordkeeping fees, mutual fund clearing fees, collective trust fund fees, and non-balance based
service and transaction fees.
Asset management and administration fees vary with changes in the balances of client assets due to market fluctuations and
client activity. For a discussion of the impact of current market conditions on asset management and administration fees, see
Risk Management in Part II, Item 7.
- 28 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
The following table presents a roll forward of client assets for the Schwab money market funds, Schwab equity and bond
funds and ETFs, and Mutual Fund OneSource®:
Year Ended December 31,
2016
2015
2014
2016
2015
2014
2016
Schwab Money
Market Funds
Schwab Equity and
Bond Funds and ETFs
Mutual Fund
OneSource®
2015
2014
Balance at beginning of period
$ 166,148 $ 167,909 $ 167,738 $ 102,112 $
88,450 $
71,249 $ 207,654 $ 234,381 $ 234,777
Net inflows (outflows)
(2,765)
(1,947)
287
13,858
15,542
11,398
(22,469)
(23,014)
(8,925)
Net market gains (losses) and other
112
186
(116)
9,843
(1,880)
5,803
13,739
(3,713)
8,529
Balance at end of period
$ 163,495 $ 166,148 $ 167,909 $ 125,813 $ 102,112 $
88,450 $ 198,924 $ 207,654 $ 234,381
The following table presents asset management and administration fees, average client assets, and average fee yields:
Year Ended December 31,
2016
2015
2014
Average
Client
Assets
Revenue
Average
Fee
Average
Client
Assets
Revenue
Average
Fee
Average
Client
Assets
Revenue
Average
Fee
Schwab money market funds
before fee waivers
$ 164,120 $
Fee waivers
Schwab money market funds
Schwab equity and bond funds and ETFs
Mutual Fund OneSource®
Other third-party mutual funds and ETFs (1)
0.59%
$ 161,381 $
0.59%
$ 164,564 $
962
(224)
738
217
676
222
0.45%
0.19%
0.34%
0.09%
1,853 0.25%
161,381
102,486
225,347
251,491
$ 740,705
947
(672)
275
217
764
223
0.17%
0.21%
0.34%
0.09%
1,479 0.20%
164,564
83,916
236,003
241,314
$ 725,797
0.58%
957
(751)
206
192
805
210
0.13%
0.23%
0.34%
0.09%
1,413 0.19%
164,120
115,849
199,389
254,584
$ 733,942
Total mutual funds and ETFs (2)
Advice solutions (2) :
Fee-based
Intelligent Portfolios
Legacy Non-Fee
Total advice solutions
Other balance-based fees (3)
Other (4)
Total asset management
and administration fees
$ 177,409
8,377
16,969
$ 202,755
339,071
915
-
-
915
235
52
0.52%
-
-
0.45%
0.07%
$ 172,302
3,274
16,463
$ 192,039
324,701
0.52%
-
-
0.47%
0.07%
$ 160,721
-
15,794
$ 176,515
297,499
898
-
-
898
226
47
0.52%
-
-
0.48%
0.08%
840
-
-
840
234
46
$
3,055
$
2,650
$
2,533
Includes Schwab ETF OneSourceTM.
(1)
(2) Average client assets for advice solutions may also include the asset balances contained in the mutual fund and/or ETF categories listed above.
(3)
Includes various asset-based fees, such as trust fees, 401(k) recordkeeping fees, and mutual fund clearing fees and other service fees.
Includes miscellaneous service and transaction fees relating to mutual funds and ETFs that are not balance-based.
(4)
Asset management and administration fees increased by $405 million, or 15%, in 2016 from 2015, and by $117 million, or
5%, in 2015 from 2014. The increases in both years were due to higher net yields on money market fund assets as short-term
interest rates rose in 2016 and 2015, and growth in client assets enrolled in advisory offers, partially offset by a reduction in
client assets in Mutual Fund OneSource.
The average fee rate on advice solutions decreased in 2016 and 2015 from the prior years primarily due to the growth in
Intelligent Portfolios, which do not charge advisory fees.
Net Interest Revenue
The Company’s primary interest-earning assets include cash and cash equivalents; segregated cash and investments; margin
loans, which constitute the majority of receivables from brokerage clients; investment securities; and bank loans. Revenue on
interest-earning assets is affected by various factors, such as the composition of assets, prevailing interest rates at the time of
origination or purchase, changes in interest rates on floating rate securities, and changes in prepayment levels for mortgage-
related securities and loans. Fees earned on securities borrowing and lending activities, which are conducted by the
- 29 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Company’s broker-dealer subsidiaries on assets held in client brokerage accounts, are included in other interest revenue and
expense.
The Company’s interest-bearing liabilities include bank deposits, payables to brokerage clients, short-term borrowings, and
long-term debt. The Company establishes the rates paid on client-related liabilities, and management expects that it will
generally adjust the rates paid on these liabilities at some fraction of any movement in short-term rates. Client-related
liabilities have historically been very stable and are largely expected to remain so. Given the stability and low rate sensitivity
of these liabilities, management believes their duration is relatively long, somewhere in excess of three and a half years.
Management believes that the extended period of extraordinarily low interest rates running from the financial crisis to the
present has likely resulted in certain sweep cash balances retaining some level of latent rate sensitivity. To the extent short-
term rates increase, management expects some sweep cash balances to migrate to purchased money market funds or other
higher-yielding alternatives. At the same time, the Company will retain the opportunity to migrate the remaining non-rate
sensitive cash in sweep money market funds to Schwab Bank.
Management has positioned the Company to benefit from an increase in interest rates, especially short-term interest rates, by
managing the duration of interest-earning assets to be shorter than that of interest-bearing liabilities, so that asset yields will
move faster than liability costs.
In order to keep the Company’s interest-rate sensitivity within established limits, management monitors and responds to
changes in the balance sheet. As the Company builds its client base, it attracts a significant amount of new client sweep cash,
which, along with the bulk transfer of existing sweep cash balances from money market funds, is a primary driver of balance
sheet growth. As the proportion of sweep cash balances to total liabilities has grown, the measured duration of liabilities has
grown as well. By increasing the duration of interest-earning assets as necessary, management has kept the Company
positioned to continue to gain from increasing rates while limiting its exposure to falling rates to an acceptable level.
Management currently manages the balance sheet so that just over half of the Company’s investment securities and loans re-
price or reset based on short-term interest rates such as one-month LIBOR.
Non-interest-bearing funding sources include certain cash balances, stockholders’ equity and other miscellaneous assets and
liabilities.
- 30 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
The following table presents net interest revenue information corresponding to interest-earning assets and funding sources on
the consolidated balance sheets:
Year Ended December 31,
2016
Interest Average
2015
Interest Average
Average
Balance
Revenue/ Yield/
Rate
Expense
Average
Balance
Revenue/ Yield/
Rate
Expense
Average
Balance
2014
Interest Average
Revenue/ Yield/
Rate
Expense
Interest-earning assets:
Cash and cash equivalents
Cash and investments segregated
Broker-related receivables (1)
Receivables from brokerage clients
Available for sale securities (2)
Held to maturity securities
Bank loans
Total interest-earning assets
Other interest revenue
Total interest-earning assets
Funding sources:
Bank deposits
Payables to brokerage clients
Short-term borrowings (1,3)
Long-term debt (4)
Total interest-bearing liabilities (4)
Non-interest-bearing funding sources (3)
Other interest expense
Total funding sources
Net interest revenue
$
11,143 $
20,104
57
93
0.51 % $
0.46 %
9,358 $
18,606
558
15,001
72,586
57,451
14,715
191,558
$
191,558 $
1
497
0.22 %
3.31 %
1.22 %
2.44 %
2.72 %
1.74 %
883
1,402
400
3,333
160
3,493
274
15,212
62,249
38,280
13,973
157,952
1.82 % $
157,952 $
24
31
-
502
629
957
369
2,512
145
2,657
0.26 % $
0.17 %
7,179 $
20,268
0.07 %
3.30 %
1.01 %
2.50 %
2.64 %
1.59 %
325
13,778
52,057
32,361
12,906
138,874
1.68 % $
138,874 $
16
24
-
482
546
828
355
2,251
123
2,374
0.22 %
0.12 %
0.09 %
3.50 %
1.05 %
2.56 %
2.75 %
1.62 %
1.71 %
$
141,432 $
26,311
37
3
0.03 % $
0.01 %
113,464 $
25,651
1,864
9
0.48 %
21
29
2
-
0.03 % $
0.01 %
95,842 $
26,731
0.27 %
5
2,876
172,483
19,075
104
153
3.62 %
0.09 %
2,717
141,853
92
123
3.39 %
0.09 %
1,893
124,471
16,099
14,403
30
2
-
73
105
0.03 %
0.01 %
0.15 %
%
3.86
0.08 %
$
191,558 $
$
18
171
3,322
0.09 % $
1.73 %
157,952 $
$
9
132
2,525
0.08 % $
1.60 %
138,874 $
$
(3)
102
2,272
0.07 %
1.64 %
Interest revenue or expense was less than $500,000 in the period or periods presented.
(1)
(2) Amounts calculated based on amortized cost.
(3) Certain prior period amounts were reclassified to conform to the 2016 presentation.
(4) Adjusted for the retrospective adoption of Accounting Standards Update (ASU) 2015-03. See Item 8 – Note 2.
Net interest revenue increased $797 million, or 32%, in 2016 from 2015 due primarily to higher interest-earning assets driven
by growth in bank deposits. The Company has grown bank deposits through a combination of:
• Gathering additional assets from new and current clients;
• Transferring uninvested cash balances in certain client brokerage accounts to Schwab Bank; and
• Establishing the Schwab Bank sweep feature as the default investment option for uninvested cash balances within all
new brokerage accounts as of June 2016.
The Company has invested the cash from the growth in bank deposits and from recent short-term borrowings in investment
securities. These incremental investments, coupled with an increase in short-term interest rates, have resulted in a 13 basis
point improvement in the net interest margin to 1.73% in 2016.
Net interest revenue increased $253 million, or 11%, in 2015 from 2014 primarily due to higher average balances of interest-
earning assets, partially offset by the effect of lower net interest margins. The growth in the average balances in bank deposits
resulted from an increase in the uninvested cash balances in certain client brokerage accounts swept to Schwab Bank.
Trading Revenue
Trading revenue includes commission and principal transaction revenues. Commission revenue is affected by the number of
revenue trades executed and the average revenue earned per revenue trade. Principal transaction revenue is primarily
comprised of revenue from trading activity in fixed income securities with clients. To accommodate clients’ fixed income
trading activity, the Company maintains positions in fixed income securities, including U.S. state and municipal debt
obligations, U.S. Government and corporate debt, and other securities. The difference between the price at which the
- 31 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Company buys and sells securities to and from its clients and other broker-dealers is recognized as principal transaction
revenue. Principal transaction revenue also includes adjustments to the fair value of these securities positions.
The following table presents trading revenue and the related drivers:
Year Ended December 31,
Daily average revenue trades (in thousands)
Clients’ daily average trades (in thousands)
Number of trading days
Average revenue per revenue trade
Trading revenue
Growth Rate
2015-2016
-
5 %
-
(5) %
(5) %
$
$
2016
291.6
561.8
251.5
11.23
825
$
$
2015
292.0
536.9
251.0
11.83
866
$
$
2014
298.2
516.8
250.5
12.13
907
Trading revenue decreased in both 2016 and 2015 by $41 million primarily due to a decrease in commission revenue as a
result of lower commissions per revenue trade.
Daily average revenue trades remained relatively flat in 2016 from 2015. Daily average revenue trades decreased in 2015
from 2014 primarily due to a lower volume of equity trades. Average revenue per revenue trade decreased 5% in 2016
compared to 2015, due to a higher proportion of trades from active traders, who typically pay a lower commission rate, as
well as increased client utilization of discounted trade offers. Average revenue per revenue trade decreased 2% in 2015
compared to 2014. Over time, the percentage of trading revenue has declined from a peak of 50%-60% of total net revenue in
the early 1990s to the current low of 11% at December 31, 2016.
Other Revenue
Other revenue includes order flow revenue, other service fees, software fees from the Company’s portfolio management
solutions, exchange processing fees, and nonrecurring gains.
Other revenue decreased by $57 million, or 17%, in 2016 compared to 2015, primarily due to lower litigation proceeds of
$16 million in 2016 compared to $75 million in 2015 related to the Company’s non-agency residential mortgage-backed
securities (RMBS) portfolio. Order flow revenue was $103 million during both 2016 and 2015.
Other revenue decreased by $15 million, or 4%, in 2015 compared to 2014 primarily due to lower order flow revenue. Order
flow revenue was $103 million during 2015 compared to $114 million during 2014. The decrease was primarily due to
changes in the composition and volume of different types of orders and the fees and rebates for such orders. Other revenue in
2015 also includes net litigation proceeds of $75 million related to the Company’s non-agency RMBS portfolio. Other
revenue in 2014 includes a net insurance settlement of $45 million and net litigation proceeds of $28 million related to the
Company’s non-agency RMBS portfolio.
- 32 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Expenses Excluding Interest
The following table shows a comparison of expenses excluding interest:
Year Ended December 31,
Compensation and benefits
Professional services
Occupancy and equipment
Advertising and market development
Communications
Depreciation and amortization
Other
Total expenses excluding interest
Expenses as a percentage of total net revenues:
Compensation and benefits
Advertising and market development
Compensation and Benefits
Growth Rate
2015-2016
10 %
10 %
13 %
6 %
2 %
4 %
11 %
9 %
$
$
2016
2015
2,466 $
506
398
265
237
234
379
4,485 $
2,241 $
459
353
249
233
224
342
4,101 $
2014
2,184
457
324
245
223
199
311
3,943
33 %
4 %
35 %
4 %
36 %
4 %
Compensation and benefits expense includes salaries and wages, incentive compensation, and related employee benefits.
Incentive compensation includes variable compensation, discretionary bonuses, and share-based compensation. Variable
compensation includes payments to certain individuals based on their sales performance. Discretionary bonuses are based on
the Company’s overall performance as measured by EPS. Share-based compensation primarily includes employee and board
of director stock options and restricted stock.
The following table shows a comparison of certain compensation and benefits components and employee data:
Year Ended December 31,
Salaries and wages
Incentive compensation
Employee benefits and other
Total compensation and benefits expense
Full-time equivalent employees (in thousands)
At year end
Average
Growth Rate
2015-2016
9 %
11 %
12 %
10 %
$
$
2016
2015
1,368 $
689
409
2,466 $
1,258 $
618
365
2,241 $
2014
1,245
605
334
2,184
6 %
5 %
16.2
15.9
15.3
15.1
14.6
14.2
Salaries and wages increased in 2016 from 2015 primarily due to higher employee headcount to support the growth in the
business and annual salary increases. Incentive compensation increased in 2016 from 2015 primarily due to higher
discretionary bonus expenses, long-term incentive plan costs, and field incentive plan costs relating to increased net client
asset flows. Employee benefits and other expense increased in 2016 from 2015 due to increases in healthcare costs and higher
employee headcount.
Salaries and wages increased in 2015 from 2014 primarily due to higher employee headcount and annual salary increases,
partially offset by a $68 million charge in 2014 for estimated future severance benefits resulting from changes in the
Company’s geographic footprint. Incentive compensation increased in 2015 from 2014 primarily due to the earlier
recognition of certain equity-based incentives due to plan changes offset by a reduction in long-term incentive plan expenses.
Employee benefits and other expense increased in 2015 from 2014 due to increases in healthcare costs and higher employee
headcount.
- 33 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Expenses Excluding Compensation and Benefits
Professional services expense increased in 2016 compared to 2015 primarily due to higher spending on technology services
and an increase in fees paid to outsourced service providers and consultants as the Company continued to invest in the
business. Professional services remained relatively flat in 2015 compared to 2014.
Occupancy and equipment expense increased in 2016 and 2015 from the prior year primarily due to increased software
maintenance expense relating to the Company’s information technology systems and an increase in property taxes and rent
attributable to the ongoing growth in the Company’s geographic footprint.
Advertising and market development, communications, and depreciation and amortization expenses combined grew a modest
4% in 2016 and 6% in 2015, from the prior years as a result of growth in the business, new product media campaigns and
higher amortization of internally developed software associated with the Company’s investment in software and technology
enhancements.
The Company’s capital expenditures were $353 million, $285 million, and $405 million in 2016, 2015, and 2014,
respectively. The increase in capital expenditures in 2016 from 2015 was primarily due to higher investment in land and
internal-use software, partially offset by a decrease in investment in buildings. The decrease in capital expenditures in 2015
from 2014 was primarily due to lower investment in buildings and land relating to the growth in the Company’s geographic
footprint beginning in 2014. Capitalized costs for developing internal-use software were $130 million, $107 million, and
$81 million in 2016, 2015, and 2014.
Other expense increased in 2016 and 2015 from the prior year primarily due to an increase in the Company’s FDIC insurance
assessments which rose as a result of higher bank deposits and the effect of a new surcharge that commenced in the third
quarter of 2016.
Taxes on Income
The Company’s effective income tax rate was 36.9% in 2016, 36.5% in 2015, and 37.5% in 2014. The 2016 effective income
tax rate includes tax benefits on tax exempt income from investments in U.S. state and municipal securities.
The 2015 effective income tax rate includes the recognition of net tax benefits relating to certain current and prior-year
matters.
Segment Information
The Company provides financial services to individuals and institutional clients through two segments – Investor Services
and Advisor Services. The Investor Services segment provides retail brokerage and banking services, retirement plan
services, and other corporate brokerage services. The Advisor Services segment provides custodial, trading, banking, and
support services as well as retirement business services. Revenues and expenses are attributed to the Company’s two
segments based on which segment services the client. The Company evaluates the performance of its segments on a pre-tax
basis. Segment assets and liabilities are not used for evaluating segment performance or in deciding how to allocate resources
to segments. Net revenues in both segments are generated from the underlying client assets and trading activity; differences
in the composition of net revenues between the segments are based on the composition of client assets, client trading
frequency, and pricing unique to each. While both segments leverage the scale and efficiency of the Company’s platforms,
segment expenses reflect the dynamics of serving millions of clients in Investor Services versus the thousands of RIAs on the
advisor platform.
- 34 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Financial information for the Company’s reportable segments is presented in the following tables:
Year Ended December 31,
Net Revenues
Asset management and
administration fees
Net interest revenue
Trading revenue
Other
Provision for loan losses
Net impairment losses
on securities
Total net revenues
Expenses Excluding
Interest
Income before taxes
on income
Year Ended December 31,
Net Revenues
Asset management and
administration fees
Net interest revenue
Trading revenue
Other
Provision for loan losses
Net impairment losses
on securities
Total net revenues
Expenses Excluding
Interest
Income before taxes
on income
Investor Services (1)
Advisor Services (1)
Growth Rate
2015-2016
2016
2015
2014
Growth Rate
2015-2016
2016
2015
2014
14 % $ 2,093 $ 1,837 $ 1,742
2,028
21 %
606
(6) %
218
(15) %
4
(64) %
2,133
556
234
11
2,591
524
199
4
18 % $
86 %
(3) %
(23) %
-
962 $
731
301
72
1
813 $
392
310
94
-
791
244
301
74
-
-
13 %
-
5,411
-
4,771
(1)
4,597
-
28 %
-
2,067
-
1,609
-
1,410
9 %
3,380
3,090
2,937
9 %
1,105
1,011
938
21 % $ 2,031 $ 1,681 $ 1,660
61 % $
962 $
598 $
472
Unallocated
Total
Growth Rate
2015-2016
2016
2015
2014
Growth Rate
2015-2016
2016
2015
2014
$
- $
-
-
-
-
-
-
-
- $
-
-
-
-
-
-
-
-
-
-
51
-
-
51
15 % $ 3,055 $ 2,650 $ 2,533
2,272
32 %
907
(5) %
343
(17) %
4
(55) %
2,525
866
328
11
3,322
825
271
5
-
17 %
-
7,478
-
6,380
(1)
6,058
68
9 %
4,485
4,101
3,943
$
- $
- $
(17)
31 % $ 2,993 $ 2,279 $ 2,115
(1) The Corporate Brokerage Retirement Services business was transferred from the Investor Services segment to the
Advisor Services segment in the fourth quarter of 2015. Prior period information has been recast to reflect these changes.
Investor Services
Net revenues increased by $640 million, or 13%, in 2016 from 2015 primarily due to increases in net interest revenue and
asset management and administration fees. Net interest revenue increased primarily due to higher balances of interest-earning
assets and higher interest rates on those assets. Asset management and administration fees increased primarily due to higher
net yields on money market fund assets, partially offset by a reduction in client assets in Mutual Fund OneSource®. Expenses
excluding interest increased by $290 million, or 9%, in 2016 from 2015 primarily due to growth in the business resulting in
increases in compensation and benefits, depreciation and amortization, and occupancy and equipment expenses.
Net revenues increased by $174 million, or 4%, in 2015 from 2014 primarily due to increases in net interest revenue, asset
management and administration fees, and other revenue, partially offset by a decrease in trading revenue. Net interest revenue
increased mainly due to higher balances of interest-earning assets, partially offset by the effect of lower net interest margins.
- 35 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Asset management and administration fees increased primarily due to fees from advice solutions, which increased mainly due
to growth in client assets enrolled in advisory offers. Other revenue increased primarily due to litigation proceeds relating to
the Company’s non-agency RMBS portfolio. Trading revenue decreased in 2015 from 2014 largely due to lower commissions
per revenue trade and lower daily average revenue trades. Expenses excluding interest increased by $153 million, or 5%, in
2015 from 2014 primarily due to growth in the business resulting in increases in compensation and benefits and other
expenses.
Advisor Services
Net revenues increased by $458 million, or 28%, in 2016 from 2015 primarily due to increases in net interest revenue and
asset management and administration fees. Net interest revenue increased primarily due to higher balances of interest-earning
assets and higher interest rates on those assets. This growth in assets was bolstered by the migration of more uninvested client
cash balances in the segment to Schwab Bank. Asset management and administration fees increased primarily due to higher
net yields on money market fund assets. Expenses excluding interest increased by $94 million, or 9%, in 2016 from 2015
primarily due to increases in growth in the business resulting in increases in compensation and benefits, occupancy and
equipment, and other expenses.
Net revenues increased by $199 million, or 14%, in 2015 from 2014 primarily due to increases in net interest revenue, asset
management and administration fees, and other revenue. Net interest revenue increased primarily due to higher balances of
interest-earning assets, partially offset by the effect of lower net interest margins. Interest-earning assets have grown due to
growth in brokerage client cash swept to Schwab Bank. Asset management and administration fees increased primarily due to
higher net yields on money market fund assets and growth in client assets in equity and bond funds. Other revenue increased
primarily due to litigation proceeds relating to the Company’s non-agency RMBS portfolio. Expenses excluding interest
increased by $73 million, or 8%, in 2015 from 2014 primarily due to increases in growth in the business resulting in increases
in compensation and benefits, advertising and marketing, other expenses.
Unallocated
Other revenue decreased in 2015 from 2014 due to a net insurance settlement of $45 million in 2014.
Expenses excluding interest decreased in 2015 from 2014 as a result of a $68 million charge in 2014 for estimated future
severance benefits resulting from changes in the Company’s geographic footprint.
RISK MANAGEMENT
The Company’s business activities expose it to a variety of risks, including operational, credit, market, liquidity, and
compliance risk. The Company has a comprehensive risk management program to identify and manage these risks and their
associated potential for financial and reputational impact. Despite the Company’s efforts to identify areas of risk and
implement risk management policies and procedures, there can be no assurance that the Company will not suffer unexpected
losses due to these risks.
The Company’s risk management process is comprised of risk identification and assessment, risk measurement, risk
monitoring and reporting and risk mitigation. The activities and organizations that comprise the risk management process are
described below.
Culture
The Board of Directors has approved an Enterprise Risk Management (ERM) framework that incorporates the Company’s
purpose, vision, and values that form the bedrock of its corporate culture and set the tone for the organization.
The ERM Framework and governance structure constitute a comprehensive approach to managing risks encountered by the
Company in its business activities. The framework incorporates key concepts commensurate with the size, risk profile,
complexity, and continuing growth of the Company. Risk appetite, which is defined as the amount of risk the Company is
- 36 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
willing to accept in pursuit of its corporate strategy, is developed by executive management and approved by the Board of
Directors.
Risk Governance
Senior management takes an active role in the risk management process and has developed policies and procedures under
which specific business and control units are responsible for identifying, measuring, and controlling risks.
The Global Risk Committee, which is comprised of senior executives from each major business and control function, is
responsible for the oversight of risk management. This includes identifying emerging risks, assessing risk management
practices and the control environment, reinforcing business accountability for risk management, supervisory controls and
regulatory compliance, supporting resource prioritization across the Company, and escalating significant issues to the Board
of Directors.
The Company has established risk metrics and reporting that enable measurement of the impact of strategy execution against
risk appetite. The risk metrics, with risk limits and tolerance levels, are established for key risk categories by the Global Risk
Committee and its functional risk sub-committees.
The Global Risk Committee reports regularly to the Risk Committee of the Board of Directors. The Risk Committee in turn
assists the Board of Directors in fulfilling its oversight responsibilities with respect to the Company’s risk management
program, including approving risk appetite statements and reviewing reports relating to risk issues from functional areas of
risk management, legal, compliance, and internal audit.
Functional risk sub-committees focusing on specific areas of risk report to the Global Risk Committee. These sub-
committees include the:
• Asset-Liability Management and Pricing Committee – establishes strategies and policies for the management of
corporate capital, liquidity, interest rate risk, and investments;
• Compliance Risk Committee – provides oversight of compliance risk management programs and policies providing
an aggregate view of compliance risk exposure;
• Credit and Market Risk Oversight Committee – provides oversight of and approves credit and market risk policies,
limits, and exposures in loan, investment, and positioning portfolios;
• New Products and Services Risk Oversight Committee – provides oversight of, and approves corporate policy and
procedures relating to the risk governance of new products and services; and
• Operational Risk Oversight Committee – provides oversight of and approves operational risk management policies,
risk tolerance levels, and operational risk governance processes, and includes sub-committees covering Fiduciary,
Data, Information Security, Model Governance, and Third-Party risk.
Senior management has also created an Incentive Compensation Risk Oversight Committee, which establishes policy and
reviews and approves the Annual Risk Assessment of incentive compensation plans, and reports directly to the Board
Compensation Committee.
The Company’s compliance, finance, internal audit, legal, and corporate risk management departments assist management
and the various risk committees in evaluating, testing, and monitoring the Company’s risk management.
In addition, the Company’s Disclosure Committee is responsible for monitoring and evaluating the effectiveness of the
Company’s disclosure controls and procedures and internal control over financial reporting as of the end of each fiscal
quarter. The Disclosure Committee reports on this evaluation to the CEO and CFO prior to their certification required by
Sections 302 and 906 of the Sarbanes Oxley Act of 2002.
- 37 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Operational Risk
Operational risks arise due to potentially inadequate or failed internal processes, people, and systems or from external events
and relationships impacting the Company and/or any of its key business partners and third-parties. While operational risk is
inherent in all business activities, the Company relies on a system of internal controls and risk management practices
designed to keep operational risk and operational losses within the Company’s risk appetite. The Company has specific
policies and procedures to identify and manage operational risk, and uses periodic risk and control self-assessments, control
testing programs, and internal audit reviews to evaluate the effectiveness of these internal controls. Where appropriate, the
Company manages the impact of operational loss and litigation expense through the purchase of insurance. The insurance
program is specifically designed to address the key operational risks of the Company, and to maintain compliance with local
laws and regulation.
The Company’s operations are highly dependent on the integrity and resiliency of its critical business functions and
technology systems. To the extent the Company experiences business or system interruptions, errors or downtime (which
could result from a variety of causes, including natural disasters, terrorist attacks, technological failure, cyber attacks,
changes to systems, linkages with third-party systems, and power failures), the Company’s business and operations could be
negatively impacted. To minimize business interruptions, the Company maintains a backup and recovery infrastructure which
includes facilities for backup and communications, a geographically dispersed workforce, and routine testing of business
continuity and disaster recovery plans.
Information Security risk is the potential for unauthorized access, use, disclosure, disruption, modification, perusal,
inspection, recording or destruction of the Company’s information or systems. The Company has designed and implemented
an information security program that knits together complementary tools, controls and technologies to protect systems, client
accounts and data. The Company continuously monitors the systems and works collaboratively with government agencies,
law enforcement and other financial institutions to address potential threats. The Company uses advanced monitoring systems
to identify suspicious activity and deter unauthorized access by internal or external actors. The Company limits the number of
employees who have access to clients’ personal information and enforces internal authentication measures to protect against
the potential for social engineering. All employees who handle sensitive information are trained in privacy and security.
Schwab’s fraud and cyber security teams monitor activity looking for suspicious behavior. These capabilities allow the
Company to identify and quickly act on any attempted intrusions.
The Company also faces operational risk when it employs the services of various external vendors, including domestic and
international outsourcing of certain technology, processing, servicing, and support functions. The Company manages its
exposure to external vendor risk through contractual provisions, control standards, and ongoing monitoring of vendor
performance. The Company maintains policies and procedures regarding the standard of care expected with Company data,
whether the data is internal company information, employee information, or non-public client information. The Company
clearly defines for employees, contractors, and vendors the Company’s expected standards of care for confidential data.
Regular training is provided by the Company in regard to data security.
Fiduciary risk is the potential for financial or reputational loss through breach of fiduciary duties to a client. Fiduciary
activities include, but are not limited to, individual and institutional trust, investment management, custody, and cash and
securities processing. The Company attempts to manage this risk by establishing procedures to ensure that obligations to
clients are discharged faithfully and in compliance with applicable legal and regulatory requirements. Business units have the
primary responsibility for adherence to the procedures applicable to their business. Guidance and control are provided
through the creation, approval, and ongoing review of applicable policies by business units and various risk committees.
Model risk is the potential for adverse consequences from decisions based on incorrect or misused model outputs and reports.
Models are owned by several business units throughout the Company, and are used for a variety of purposes. Model use
includes, but is not limited to, calculating capital requirements for hypothetical stressful environments, estimating interest and
credit risk for loans and other balance sheet assets, and providing guidance in the management of client portfolios. The
Company has established a policy to describe the roles and responsibilities of all key stakeholders in model development,
management, and use. All models at the Company are registered in a centralized database and classified into different risk
- 38 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
ratings depending on their potential financial, reputational, or regulatory impact to the Company. The model risk rating
determines the scope of model governance activities.
Compliance Risk
The Company faces significant compliance risk in its business, that is, the risk of legal or regulatory sanctions, fines or
penalties, financial loss, or damage to reputation resulting from the failure to comply with laws, regulations, rules, or other
regulatory requirements. Among other things, compliance risks relate to the suitability of client investments, conflicts of
interest, disclosure obligations and performance expectations for Company products and services, supervision of employees,
and the adequacy of the Company’s controls. The Company and its affiliates are subject to extensive regulation by federal,
state and foreign regulatory authorities, including SROs. Such regulation is becoming increasingly extensive and complex,
and regulatory proceedings and sanctions against financial services firms continue to increase.
The Company attempts to manage compliance risk through policies, procedures and controls reasonably designed to achieve
and/or monitor compliance with applicable legal and regulatory requirements. These procedures address issues such as
business conduct and ethics, sales and trading practices, marketing and communications, extension of credit, client funds and
securities, books and records, anti-money laundering, client privacy, and employment policies. Despite the Company’s
efforts to maintain an effective compliance program and internal controls, legal breaches and rule violations could result in
reputational harm, significant losses and disciplinary sanctions, including limitations on the Company’s business activities.
Credit and Concentration Risk
Credit risk is the potential for loss due to a borrower, counterparty, or issuer failing to perform on its contractual obligations.
The Company’s exposure to credit risk mainly results from margin lending and client option and futures activities, securities
lending activities, mortgage lending activities, pledged asset lending, its role as a counterparty in financial contracts and other
investing activities. To manage the risks of such losses, the Company has established policies and procedures, which include
establishing and reviewing credit limits, monitoring of credit limits and quality of counterparties, and adjusting margin, PAL,
option, and futures requirements for certain securities. Collateral arrangements relating to margin loans, PALs, option
positions, securities lending agreements, and resale agreements include provisions that require additional collateral in the
event market fluctuations result in declines in the value of collateral received. Additionally, for margin loan, PAL and
securities lending agreements, collateral arrangements require that the fair value of such collateral exceeds the amounts
loaned.
Schwab performs clearing services for all securities transactions in its client accounts. Schwab has exposure to credit risk due
to its obligation to settle transactions with clearing corporations, mutual funds, and other financial institutions even if
Schwab’s clients or a counterparty fail to meet their obligations to Schwab.
The Company’s bank loan portfolio includes First Mortgages, HELOCs, PALs and other loans. The credit risk exposure
related to loans is actively managed through individual loan and portfolio reviews. Management regularly reviews asset
quality, including concentrations, delinquencies, nonaccrual loans, charge-offs, and recoveries. All are factors in the
determination of an appropriate allowance for loan losses.
The Company’s residential loan underwriting guidelines include maximum LTV ratios, cash out limits, and minimum Fair
Isaac Corporation (FICO) credit scores. The specific guidelines are dependent on the individual characteristics of a loan (for
example, whether the property is a primary or secondary residence, whether the loan is for investment property, whether the
loan is for an initial purchase of a home or refinance of an existing home, and whether the loan size is conforming or jumbo).
The Company does not originate or purchase residential loans that allow for negative amortization and does not originate or
purchase subprime loans (generally defined as extensions of credit to borrowers with a FICO score of less than 620 at
origination), unless the borrower has compensating credit factors.
The Company’s bank loans include $8.2 billion of adjustable rate First Mortgage loans at December 31, 2016. The
Company’s adjustable rate mortgages have initial fixed interest rates for three to ten years and interest rates that adjust
- 39 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
annually thereafter. Approximately 36% of these mortgages consisted of loans with interest-only payment terms. The interest
rates on approximately 58% of these interest-only loans are not scheduled to reset for three or more years. The Company’s
mortgage loans do not include interest terms described as temporary introductory rates below current market rates.
The Company’s HELOC product has a 30-year loan term with an initial draw period of ten years from the date of origination.
After the initial draw period, the balance outstanding at such time is converted to a 20-year amortizing loan. The interest rate
during the initial draw period and the 20-year amortizing period is a floating rate based on the prime rate plus a margin.
HELOCs that convert to an amortizing loan may experience higher delinquencies and higher loss rates than those in the
initial draw period. The Company’s allowance for loan loss methodology takes this increased inherent risk into consideration.
The following table presents when current outstanding HELOCs will convert to amortizing loans:
December 31, 2016
Converted to amortizing loan by period end
Within 1 year
> 1 year – 3 years
> 3 years – 5 years
> 5 years
Total
Balance
$
$
469
133
855
203
690
2,350
At December 31, 2016, $1.8 billion of the HELOC portfolio was secured by second liens on the associated properties.
Second lien mortgage loans typically possess a higher degree of credit risk given the subordination to the first lien holder in
the event of default. In addition to the credit monitoring activities described previously, the Company also monitors credit
risk by reviewing the delinquency status of the first lien loan on the associated property. At December 31, 2016,
approximately 39% of the HELOC borrowers that had a balance only paid the minimum amount of interest due.
For more information on the Company’s credit quality indicators relating to its bank loans, see Item 8 – Note 6.
The Company has exposure to credit risk associated with its investment portfolios, which include U.S. agency, and non-
agency mortgage-backed securities, asset-backed securities, corporate debt securities, U.S. agency notes, U.S. Treasury
securities, certificates of deposit, U.S. state and municipal securities, and commercial paper.
At December 31, 2016, substantially all securities in the investment portfolios were rated investment grade. U.S. agency
mortgage-backed securities do not have explicit credit ratings; however, management considers these to be of the highest
credit quality and rating given the guarantee of principal and interest by the U.S. government-sponsored enterprises.
The Company has exposure to concentration risk when holding large positions in financial instruments collateralized by
assets with similar economic characteristics or in securities of a single issuer or within a particular industry or geographical
area.
The fair value of the Company’s investments in mortgage-backed securities totaled $105.9 billion at December 31, 2016. Of
these, $104.9 billion were issued by U.S. agencies and $1.0 billion were issued by private entities (non-agency securities).
The fair value of the Company’s investments in asset-backed securities totaled $21.3 billion at December 31, 2016. Schwab
holds $10.1 billion floating rate Federal Family Education Loan Program Asset-Backed Securities (FFELP ABS). Beginning
in 2015, two Nationally Recognized Statistical Rating Organizations began placing a portion of FFELP ABS on review for
downgrade. At December 31, 2016, five securities with an aggregate fair value of $1.2 billion were below investment grade.
Both agencies have indicated that additional classes could be downgraded below investment grade due to the risk that some
remainder of the securities could be outstanding after their legal final maturity dates. The timing of FFELP ABS principal
payment is inherently uncertain given the variety of payment options available to student loan borrowers. Loans
collateralizing these securities continue to be covered by a guarantee from the Department of Education of at least 97% of
principal and interest. The Company holds only senior class notes that have additional credit enhancement of 3% or more
- 40 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
that, together with the Department of Education guarantee, provide 100% or more credit enhancement. The Company has an
independent credit assessment function and does not consider these securities to be impaired because it expects full payment
of principal and interest. Therefore, the Company continues to assign them the highest internal credit rating.
The fair value of the Company’s investments in corporate debt securities and commercial paper totaled $10.6 billion at
December 31, 2016, with 48% issued by institutions in the financial services industry. These securities are included in AFS
securities, cash and cash equivalents, and other securities owned in the Company’s consolidated balance sheets. Issuer,
geographic, and sector concentrations are controlled by established credit policy limits to each concentration type.
Foreign Holdings
At December 31, 2016, the Company had exposure to non-sovereign financial and non-financial institutions in foreign
countries of $6.8 billion, with the fair value of the top three exposures being to issuers and counterparties domiciled in France
at $1.9 billion, Sweden at $1.3 billion and Australia at $1.0 billion. The Company has no direct exposure to sovereign foreign
governments. The Company does not have unfunded commitments to counterparties in foreign countries, nor does it have
exposure as a result of credit default protection purchased or sold separately as of December 31, 2016.
In addition to the direct holdings in foreign companies, the Company has indirect exposure to foreign countries through its
investments in CSIM money market funds (collectively, the Funds) resulting from brokerage clearing activities. At
December 31, 2016, the Company had $108 million in investments in these Funds. Certain of the Funds’ positions include
certificates of deposits, time deposits, commercial paper and corporate debt securities issued by counterparties in foreign
countries. Additionally, at December 31, 2016, the Company had outstanding margin loans to foreign residents of
$366 million, which are fully collateralized.
Market Risk
Market risk is the potential for changes in earnings or the value of financial instruments held by the Company as a result of
fluctuations in interest rates, equity prices, or market conditions.
The Company is exposed to interest rate risk primarily from changes in market interest rates on its interest-earning assets
relative to changes in the costs of its funding sources that finance these assets. The majority of the Company’s interest-
earning assets and interest-bearing liabilities are sensitive to changes in short-term interest rates. A portion of the Company’s
investment portfolios is sensitive to changes in long-term interest rates.
Net interest revenue is affected by various factors, such as the distribution and composition of interest-earning assets and
interest-bearing liabilities, the spread between yields earned on interest-earning assets and rates paid on interest-bearing
liabilities, which may reprice at different times or by different amounts, and the spread between short and long-term interest
rates. Interest-earning assets primarily include investment securities, margin loans and bank loans. These assets are sensitive
to changes in interest rates and changes in prepayment levels that tend to increase in a declining rate environment and
decrease in a rising rate environment. Because the Company establishes the rates paid on certain brokerage client cash
balances and bank deposits and the rates charged on certain margin loans and bank loans, and controls the composition of its
investment securities, it has some ability to manage its net interest spread, depending on competitive factors and market
conditions.
To mitigate the risk of declining interest revenue, the Company has established policies and procedures, which include
setting guidelines on the amount of net interest revenue at risk, and monitoring the net interest margin and average maturity
of its interest-earning assets and funding sources. To remain within these guidelines, the Company manages the maturity,
repricing, and cash flow characteristics of the investment portfolios.
Financial instruments held by the Company are also subject to the risk that valuations will be negatively affected by changes
in demand and the underlying market for a financial instrument. The Company is indirectly exposed to option, futures, and
equity market fluctuations in connection with client option and futures accounts, securities collateralizing margin loans to
brokerage customers, and client securities loaned out as part of the Company’s brokerage securities lending activities. Equity
market valuations may also affect the level of brokerage client trading activity, margin borrowing, and overall client
- 41 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
engagement with the Company. Additionally, the Company earns mutual fund and ETF service fees and asset management
fees based upon daily balances of certain client assets. Fluctuations in these client asset balances caused by changes in equity
valuations directly impact the amount of fee revenue earned by the Company.
The Company’s market risk related to financial instruments held for trading is not material.
Net Interest Revenue Simulation
For the Company’s net interest revenue sensitivity analysis, the Company uses net interest revenue simulation modeling
techniques to evaluate and manage the effect of changing interest rates. The simulation includes all interest-sensitive assets
and liabilities. Key variables in the simulation include the repricing of financial instruments, prepayment, reinvestment, and
product pricing assumptions. The Company uses constant balances and market rates in the simulation assumptions in order to
minimize the number of variables and to better isolate risks. The simulations involve assumptions that are inherently
uncertain and, as a result, cannot precisely estimate net interest revenue or predict the impact of changes in interest rates on
net interest revenue. Actual results may differ from simulated results due to balance growth or decline and the timing,
magnitude, and frequency of interest rate changes, as well as changes in market conditions and management strategies,
including changes in asset and liability mix.
If the Company’s guidelines for its net interest revenue sensitivity are breached, management must report the breach to the
Company’s Corporate Asset-Liability Management and Pricing Committee and establish a plan to address the interest rate
risk. There were no breaches of the Company’s net interest revenue sensitivity guidelines during the years ended
December 31, 2016 or 2015.
As represented by the simulations presented below, the Company’s investment strategy is structured to produce an increase in
net interest revenue when interest rates rise and, conversely, a decrease in net interest revenue when interest rates fall.
The simulations in the following table assume that the asset and liability structure of the consolidated balance sheet would
not be changed as a result of the simulated changes in interest rates. As the Company actively manages its consolidated
balance sheet and interest rate exposure, in all likelihood the Company would take steps to manage additional interest rate
exposure that could result from changes in the interest rate environment. The following table shows the simulated net interest
revenue change over the next 12 months beginning December 31, 2016 and 2015 of a gradual 100 basis point increase or
decrease in market interest rates relative to prevailing market rates at the end of each reporting period.
December 31,
Increase of 100 basis points
Decrease of 100 basis points
2016
6.5 %
(9.8) %
2015
8.2 %
(9.5) %
The change in net interest revenue sensitivities as of December 31, 2016 reflects the increase in interest rates across all terms.
The low client deposit rates under current Federal fund levels limits the extent to which the Company can reduce interest
expense paid on funding sources. A decline in interest rates could negatively impact the yield on the Company’s investment
and loan portfolio to a greater degree than any offsetting reduction in interest expense, further compressing net interest
margin. The increase of short-term interest rates positively impacts net interest revenue as yields on interest-earning assets
rise faster than the cost of funding sources.
Liquidity Risk
Liquidity risk is the potential that the Company will be unable to sell assets or meet cash flow obligations when they come
due without incurring unacceptable losses.
Due to its role as a source of financial strength, CSC’s liquidity needs are primarily driven by the liquidity and capital needs
of the brokerage subsidiaries, the capital needs of Schwab Bank, the amount of dividend payments on CSC’s common and
preferred stock and principal and interest due on corporate debt. The liquidity needs of its brokerage subsidiaries are
- 42 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
primarily driven by client activity including trading and margin borrowing activities and capital expenditures, and the capital
needs of its bank subsidiary are primarily driven by client deposits.
The Company has established liquidity policies to support the successful execution of its business strategies, while ensuring
ongoing and sufficient liquidity to meet its operational needs and satisfy applicable regulatory requirements under both
normal and stress conditions. The Company seeks to maintain client confidence in its balance sheet and the safety of client
assets by maintaining liquidity and diversity of funding sources to allow the Company to meet its obligations. To this end, the
Company has established limits and contingency funding scenarios to support liquidity levels during both expected and
stressed scenarios.
The Company employs a variety of methodologies to monitor and manage liquidity. The Company conducts regular liquidity
stress testing to develop a consolidated view of liquidity risk exposures and to ensure the Company’s ability to maintain
sufficient liquidity during market-related or company-specific liquidity stress events. Liquidity is also tested at key
subsidiaries and results are reported on a monthly basis to the Company’s Corporate Asset-Liability Management and Pricing
Committee. A number of early warning indicators are monitored to help identify emerging liquidity stresses in the market or
within the Company and are reviewed with management as appropriate.
Beginning on January 1, 2016, the Company became subject to the modified LCR rule, which was fully phased in on
January 1, 2017 and requires CSC to hold HQLAs equal to at least 70% of projected net cash outflows over a 30-day period,
as defined by the rule. At December 31, 2016, the Company was in compliance with the fully phased-in modified LCR rule.
Primary Funding Sources
The Company’s primary source of funds is cash generated by client activity: bank deposits and cash balances in client
brokerage accounts. In 2016, bank deposits swept from brokerage accounts increased $33.0 billion. These funds were used to
purchase investment securities, thereby funding a significant portion of the 22% growth in the Company’s consolidated
balance sheet.
Other sources of funds may include cash flows from operations, maturities and sales of investment securities, repayments on
loans, securities lending of assets held in client brokerage accounts, and cash provided by external financing or equity
offerings.
To meet daily funding needs, the Company maintains liquidity in the form of overnight cash deposits and short-term
investments. For unanticipated liquidity needs, the Company maintains a buffer of highly liquid investments, currently
comprised of U.S. Treasury notes.
Additional Funding Sources
In addition to internal sources of liquidity, the Company has sources of external funding. CSC maintains a $750 million
committed, unsecured credit facility with a group of banks that is scheduled to expire in June 2017. Other than an overnight
borrowing to test the availability of this facility, it was unused during 2016. The funds under this facility are available for
general corporate purposes. The financial covenants require Schwab to maintain a minimum net capital ratio, Schwab Bank
to be well capitalized, and CSC to maintain a minimum level of stockholders’ equity, adjusted to exclude AOCI. At
December 31, 2016, the minimum level of stockholders’ equity required under this facility was $10.2 billion (CSC’s
stockholders’ equity, excluding AOCI, at December 31, 2016 was $16.6 billion). Management believes these restrictions will
not have a material effect on CSC’s ability to meet foreseeable dividend or funding requirements.
CSC and Schwab also have access to uncommitted, unsecured bank credit lines with several banks. The need for short-term
borrowings from these sources arises primarily from timing differences between cash flow requirements, scheduled
liquidation of interest-earning investments, and movements of cash to meet regulatory brokerage client cash segregation
requirements. These lines were not used by CSC during 2016. Schwab used such borrowings for one day in 2016, for
$15 million and there were no borrowings outstanding under these lines at December 31, 2016.
- 43 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
To partially satisfy the margin requirement of client option transactions with the Options Clearing Corporation, the broker-
dealer subsidiaries have unsecured standby letter of credit agreements (LOCs) with several banks in favor of the Options
Clearing Corporation aggregating $295 million at December 31, 2016. There were no funds drawn under any of these LOCs
during 2016 or 2015. In connection with its securities lending activities, the Company is required to provide collateral to
certain brokerage clients. The collateral requirements were satisfied by providing cash as collateral.
Schwab Bank has access to short-term secured funding through the Federal Reserve’s discount window. Amounts available
under the Federal Reserve discount window are dependent on the fair value of certain of Schwab Bank’s investment
securities that are pledged as collateral. Schwab Bank maintains policies and procedures necessary to access this funding and
tests discount window borrowing procedures on a periodic basis. At December 31, 2016, $849 million was available under
this arrangement. Schwab Bank used such borrowings for one day during 2016 for $1 million and there were no borrowings
outstanding under these lines at December 31, 2016.
Schwab Bank also maintains a secured credit facility with the Federal Home Loan Bank of San Francisco (FHLB). Amounts
available under this facility are dependent on the amount of Schwab Bank’s First Mortgages, HELOCs, and the fair value of
certain of Schwab Bank’s investment securities that are pledged as collateral. Schwab Bank maintains policies and
procedures necessary to access this funding and tests borrowing procedures on a periodic basis. During 2016, Schwab Bank
used borrowings under this agreement to purchase investment securities prior to bulk transfers. As the bulk transfers were
completed, the proceeds were used to pay down advances. There were no amounts outstanding under this facility at
December 31, 2016 with $16.5 billion available based on the loans and securities currently pledged. This credit facility is also
available as backup financing in the event of unexpected client cash outflow from Schwab Bank’s balance sheet.
CSC has authorization from its Board of Directors to issue unsecured commercial paper notes (Commercial Paper Notes) not
to exceed $1.5 billion. Management has set a current limit for the commercial paper program not to exceed the amount of the
committed, unsecured credit facility, which was $750 million at December 31, 2016. The maturities of the Commercial Paper
Notes may vary, but are not to exceed 270 days from the date of issue. The commercial paper is not redeemable prior to
maturity and cannot be voluntarily prepaid. The proceeds of the commercial paper program are to be used for general
corporate purposes. CSC’s ratings for these short-term borrowings are P1 by Moody’s, A1 by Standard & Poor’s, and F1 by
Fitch. CSC had no Commercial Paper Notes outstanding at December 31, 2016 or 2015.
CSC had long-term debt of $2.9 billion at December 31, 2016 and 2015 bearing a weighted-average interest rate of 3.37%.
CSC has a universal automatic shelf registration statement (Shelf Registration Statement) on file with the SEC, which enables
it to issue debt, equity, and other securities.
On March 10, 2015, CSC issued $625 million aggregate principal amount of Senior Notes that mature in 2018 and
$375 million aggregate principal amount of Senior Notes that mature in 2025. The Senior Notes due 2018 and 2025 have a
fixed interest rate of 1.50% and 3.00%, respectively, with interest payable semi-annually. Additionally, on November 13,
2015, CSC issued $350 million aggregate amount of 3.450% Senior Notes that mature in 2026, with interest payable semi-
annually.
The following are details of CSC’s Senior and Medium-Term Notes:
December 31, 2016
Senior Notes
Medium-Term Notes
Par
Outstanding
$ 2,581
250
$
Weighted Average
Maturity
Interest Rate
Moody’s
Standard
& Poor’s
2018 - 2026
2017
3.03% fixed
6.375% fixed
A2
A2
A
A
Fitch
A
A
On October 31, 2016, the Company issued and sold 600,000 depositary shares, each representing a 1/100th ownership interest
in a share of fixed-to-floating rate non-cumulative perpetual preferred stock (Series E Preferred Stock), $0.01 par value, with
a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share). The Series E Preferred Stock has a
fixed dividend rate of 4.625% through February 28, 2022, payable semi-annually, and thereafter at a floating rate of three-
month LIBOR plus a fixed spread of 3.315%, payable quarterly. Net proceeds received from the sale were $591 million.
- 44 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
On March 7, 2016, CSC completed an equity offering of 30 million depositary shares, each representing a 1/40th ownership
interest in a share of 5.95% non-cumulative perpetual preferred stock (Series D Preferred Stock). The net proceeds from the
sale were $725 million.
On August 3, 2015, CSC completed an equity offering of 24 million depositary shares, each representing a 1/40th ownership
interest in a share of 6.00% non-cumulative perpetual preferred stock (Series C Preferred Stock). The net proceeds from the
sale were $581 million. CSC’s preferred stock is rated Baa2 by Moody’s, BBB by Standard & Poor’s and BB+ by Fitch.
For further discussion of CSC’s long-term debt and information on the equity offerings, see Item 8 – Note 13 and Note 17.
Off-Balance Sheet Arrangements
The Company enters into various off-balance sheet arrangements in the ordinary course of business, primarily to meet the
needs of its clients. These arrangements include firm commitments to extend credit. Additionally, the Company enters into
guarantees and other similar arrangements in the ordinary course of business. For information on each of these arrangements,
see Item 8 – Note 6, Note 10, Note 13, Note 14, and Note 15.
Contractual Obligations
The Company’s principal contractual obligations as of December 31, 2016 are shown in the following table. Management
believes that funds generated by its continuing operations, as well as cash provided by external financing, will continue to be
the primary funding sources in meeting these obligations. Excluded from this table are liabilities recorded on the consolidated
balance sheet that are generally short-term in nature (e.g., payables to brokers, dealers, and clearing organizations) or without
contractual payment terms (e.g., bank deposits, payables to brokerage clients, and deferred compensation).
December 31, 2016
Credit-related financial instruments (1)
Long-term debt (2)
Leases (3)
Purchase obligations (4)
Total
Less than
1 Year
1-3
Years
3-5
Years
More than
5 Years
Total
$
$
1,047 $
344
110
211
1,712 $
2,543 $
1,036
165
132
3,876 $
3,597 $
795
103
41
4,536 $
1,904 $
1,084
282
200
3,470 $
9,091
3,259
660
584
13,594
(1) Represents Schwab Bank’s commitments to extend credit to banking clients and purchase mortgage loans.
(2)
Includes estimated future interest payments through 2017 for Medium-Term Notes and through 2026 for Senior Notes.
Amounts exclude maturities under a finance lease obligation and unamortized discounts and premiums.
(3) Represents minimum rental commitments, net of sublease commitments, and includes facilities under the Company’s
past restructuring initiatives and rental commitments under a finance lease obligation.
(4) Consists of purchase obligations for services such as advertising and marketing, telecommunications, professional
services, and hardware- and software-related agreements. Includes purchase obligations that can be canceled by the
Company without penalty.
CAPITAL MANAGEMENT
The Company seeks to manage capital to a level and composition sufficient to support execution of its business strategy,
including anticipated balance sheet growth, providing financial support to its subsidiaries, and sustained access to the capital
markets, while at the same time meeting its regulatory capital requirements and serving as a source of financial strength to
Schwab Bank. The Company’s primary sources of capital are funds generated by the operations of its subsidiaries and
securities issuances by CSC in the capital markets. To ensure that it has a sufficient amount of capital to absorb unanticipated
losses or declines in asset values, the Company has adopted a policy to remain well capitalized even in stressed scenarios.
Internal guidelines are set, for both the Company and its regulated subsidiaries, to ensure capital levels are in line with the
Company’s strategy and regulatory requirements, and capital forecasts are reviewed monthly at Capital Planning and Asset-
- 45 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Liability Management and Pricing Committee meetings. A number of early warning indicators are monitored to help identify
potential problems that could impact capital. In addition, the Company monitors its subsidiaries’ capital levels and
requirements. Subject to regulatory capital requirements and any required approvals, any excess capital held by subsidiaries
is transferred to CSC in the form of dividends and returns of capital. When subsidiaries have need of additional capital, funds
are provided by CSC as equity investments and also as subordinated loans (in a form approved as regulatory capital by
regulators) for Schwab. The details and method used for each cash infusion are based on an analysis of the particular entity’s
needs and financing alternatives. The amounts and structure of infusions must take into consideration maintenance of
regulatory capital requirements, debt/equity ratios, and equity double leverage ratios.
The Company conducts regular capital stress testing to assess the potential financial impacts of various adverse
macroeconomic and company-specific events to which the Company could be subjected. The objective of the Company’s
capital stress testing is (1) to explore various potential outcomes – including rare and extreme events and (2) to assess
impacts of potential stressful outcomes on both capital and liquidity. Additionally, the Company has a comprehensive Capital
Contingency Plan to provide action plans for certain low probability/high impact capital events that the Company might face.
The Capital Contingency Plan is issued under the authority of the Asset-Liability Management and Pricing Committee and
provides guidelines for sustained capital events. It does not specifically address every contingency, but is designed to provide
a framework for responding to any capital stress. The results of the stress testing indicate there are two scenarios which could
stress the Company’s capital: (1) inflows of balance sheet cash during a period of very low interest rates and (2) outflows of
balance sheet cash when other sources of financing are not available and the Company is required to sell assets to fund the
flows at a loss. The Capital Contingency Plan is reviewed annually and updated as appropriate.
For additional information, see Business – Regulation in Part I, Item 1.
Regulatory Capital Requirements
CSC is subject to capital requirements set by the Federal Reserve and is required to serve as a source of strength for Schwab
Bank and to provide financial assistance if Schwab Bank experiences financial distress. The Company is required to maintain
a Tier 1 Leverage Ratio for CSC of at least 4%; however, management seeks to maintain the ratio of at least 6%. Due to the
relatively low risk of the Company’s balance sheet assets and risk-based capital ratios at CSC and Schwab Bank that are well
in excess of regulatory requirements, the Tier 1 Leverage Ratio is the most restrictive capital constraint on CSC’s asset
growth.
Schwab Bank is subject to capital requirements set by the OCC that are substantially similar to those imposed on CSC by the
Federal Reserve. Schwab Bank’s failure to remain well capitalized could result in certain mandatory and possibly additional
discretionary actions by the regulators that could have a direct material effect on the bank. The Company is required to
maintain a Tier 1 Leverage Ratio for Schwab Bank of at least 5% to be well capitalized, but seeks to maintain the ratio of at
least 6.25%. Based on its regulatory capital ratios at December 31, 2016, Schwab Bank is considered well capitalized.
See Item 8 – Note 22 for a summary of both CSC and Schwab Bank’s capital ratios.
- 46 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
The following table details CSC’s and Schwab Bank’s capital ratios:
December 31, 2016
Total stockholders’ equity
Less:
Preferred Stock
Common Equity Tier 1 Capital before regulatory adjustments
Less:
Goodwill, net of associated deferred tax liabilities
Other intangible assets, net of associated deferred tax liabilities
AOCI adjustment (1)
Common Equity Tier 1 Capital
Tier 1 Capital
Total Capital
Risk-Weighted Assets
Common Equity Tier 1 Capital/Risk-Weighted Assets
Tier 1 Capital/Risk-Weighted Assets
Total Capital/Risk-Weighted Assets
Tier 1 Leverage Ratio
$
$
$
$
$
CSC
16,421
Schwab Bank
11,726
$
2,783
13,638
1,175
52
(163)
12,574
15,357
15,384
68,179
$
$
$
$
-
11,726
11
-
(163)
11,878
11,878
11,904
59,915
18.4 %
22.5 %
22.6 %
7.2 %
19.8 %
19.8 %
19.9 %
7.0 %
(1) CSC and Schwab Bank have elected to opt-out of the requirement to include most components of AOCI in CET1
Capital.
Schwab Bank is also subject to regulatory requirements that restrict and govern the terms of affiliate transactions. In addition,
Schwab Bank is required to provide notice to, and may be required to obtain approval from, the OCC and the Federal
Reserve to declare dividends to CSC.
The Company’s broker-dealer subsidiaries (Schwab and optionsXpress) are subject to regulatory requirements of the
Uniform Net Capital Rule. The rule is intended to ensure the general financial soundness and liquidity of broker-dealers.
These regulations prohibit the broker-dealer subsidiaries from paying cash dividends, making unsecured advances and loans
to their parent company and employees, and repaying subordinated borrowings from CSC if such payment would result in a
net capital amount of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement of
$250,000. As such, the broker-dealer subsidiaries are required to maintain, at all times, at least the minimum level of net
capital required under Rule 15c3-1. At December 31, 2016, Schwab and optionsXpress met and exceeded their net capital
requirements.
In addition to the capital requirements above, the Company’s subsidiaries are subject to various regulatory requirements that
are intended to ensure financial soundness and liquidity. See Item 8 – Note 22 for additional information on the components
of stockholders’ equity and information on the capital requirements of each of the subsidiaries.
Dividends
Since the initial dividend in 1989, CSC has paid 111 consecutive quarterly dividends and has increased the quarterly dividend
rate 20 times, resulting in a 20% compounded annual growth rate, excluding the special cash dividend of $1.00 per common
share in 2007. While the payment and amount of dividends are at the discretion of the Board of Directors, subject to certain
regulatory and other restrictions, CSC currently targets its common stock cash dividend at approximately 20% to 30% of net
income.
On April 21, 2016 the Board of Directors of the Company declared a one cent, or 17%, increase in the quarterly cash
dividend to $0.07 per common share. On January 26, 2017, the Board of Directors of the Company declared a one cent, or
14%, increase in the quarterly cash dividend to $0.08 per common share.
- 47 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
The following table details the CSC cash dividends paid and per share amounts:
Year Ended December 31,
2016
Per Share
Amount
2015
Per Share
Amount
Cash Paid
Cash Paid
$
$
Common Stock
Series A Preferred Stock (1)
Series B Preferred Stock (2)
Series C Preferred Stock (2)
Series D Preferred Stock (2,3)
Series E Preferred Stock (4)
(1) Dividends paid semi-annually until February 1, 2022 and quarterly thereafter.
(2) Dividends paid quarterly.
(3) Series D Preferred Stock was issued on March 7, 2016.
(4) Series E Preferred Stock was issued on October 31, 2016. Dividends paid semi-annually until March 1, 2022 and
0.27 $
70.00
60.00
60.00
43.65
-
360
28
29
36
33
-
318
28
29
12
-
-
$
0.24
70.00
60.00
19.67
-
-
quarterly thereafter.
Share Repurchases
There were no repurchases of CSC’s common stock in 2016 or 2015. As of December 31, 2016, CSC had remaining
authority from the Board of Directors to repurchase up to $596 million of its common stock, which is not subject to
expiration.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company uses the market approach to determine the fair value of certain financial assets and liabilities recorded at fair
value, and to determine fair value disclosures. See Item 8 – Note 2 and Note 16 for more information on the Company’s
assets and liabilities recorded at fair value.
When available, the Company uses quoted prices in active markets to measure the fair value of assets and liabilities. When
utilizing market data and bid-ask spread, the Company uses the price within the bid-ask spread that best represents fair value.
When quoted prices do not exist, the Company uses prices obtained from independent third-party pricing services to measure
the fair value of investment assets. The Company generally obtains prices from at least three independent pricing sources for
assets recorded at fair value. The Company’s primary independent pricing service provides prices based on observable trades
and discounted cash flows that incorporate observable information such as yields for similar types of securities (a benchmark
interest rate plus observable spreads) and weighted-average maturity for the same or similar “to-be-issued” securities. The
Company compares the prices obtained from its primary independent pricing service to the prices obtained from the
additional independent pricing services to determine if the price obtained from the primary independent pricing service is
reasonable. The Company does not adjust the prices received from independent third-party pricing services unless such prices
are inconsistent with the definition of fair value and result in a material difference in the recorded amounts. At December 31,
2016 and 2015, the Company did not adjust prices received from the primary independent third-party pricing service.
CRITICAL ACCOUNTING ESTIMATES
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally
accepted in the U.S. While the majority of the Company’s revenues, expenses, assets and liabilities are not based on
estimates, there are certain accounting principles that require management to make estimates regarding matters that are
uncertain and susceptible to change where such change may result in a material adverse impact on the Company’s financial
position and reported financial results. These critical accounting estimates are described below. Management regularly
- 48 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
reviews the estimates and assumptions used in the preparation of the Company’s financial statements for reasonableness and
adequacy.
Other-than-Temporary Impairment of Investment Securities
The Company internally conducts pre-purchase analyses and ongoing, post-purchase monitoring of investments that it owns.
The Company assigns a risk rating to each issuer of the securities in the Company’s investment securities portfolio based on
these analyses. On an ongoing basis, the Company monitors credit indicators related to its securities portfolio and adjusts the
internal ratings accordingly.
Management evaluates whether investment securities are OTTI on a quarterly basis. Debt securities with unrealized losses are
considered OTTI if the Company intends to sell the security or if it is more likely than not that the Company will be required
to sell such security before any anticipated recovery. If management determines that a security is OTTI under these
circumstances, the impairment recognized in earnings is measured as the entire difference between the amortized cost and the
then-current fair value.
A security is also OTTI if management does not expect to recover the amortized cost of the security. In this circumstance, the
impairment recognized in earnings represents the estimated credit loss, and is measured by the difference between the present
value of expected cash flows and the amortized cost of the security. Management utilizes cash flow models to estimate the
expected future cash flow from the securities and to estimate the credit loss. Expected cash flows are discounted using the
security’s effective interest rate.
The evaluation of whether the Company expects to recover the amortized cost of a security is inherently judgmental. The
evaluation includes the consideration of multiple factors including: the magnitude and duration of the unrealized loss; the
financial condition of the issuer; the payment structure of the security; external credit ratings; internal credit ratings; for asset-
backed securities, the amount of credit support provided by the structure of the security to absorb credit losses on the
underlying collateral; recent events specific to the issuer and the issuer’s industry; and whether the Company has received all
scheduled principal and interest payments.
Valuation of Goodwill
The Company tests goodwill for impairment at least annually, or whenever indications of impairment exist. Impairment
exists when the carrying amount of goodwill exceeds its implied fair value, resulting in an impairment charge for this excess.
Adverse changes in the Company’s planned business operations such as unanticipated competition, a loss of key personnel,
the sale of a reporting unit or a significant portion of a reporting unit, or other unforeseen developments could result in an
impairment of the Company’s recorded goodwill.
The Company can elect to qualitatively assess goodwill for impairment if it is more likely than not that the fair value of a
reporting unit exceeds its carrying value. A qualitative assessment considers macroeconomic and other industry-specific
factors, such as trends in short-term and long-term interest rates and the ability to access capital, and Company specific
factors such as market capitalization in excess of net assets, trends in revenue generating activities, and merger or acquisition
activity. If the Company elects to bypass qualitatively assessing goodwill, or it is not more likely than not that the fair value
of a reporting unit exceeds its carrying value, management estimates the fair values of each of the Company’s reporting units
(defined as the Company’s businesses for which financial information is available and reviewed regularly by management)
and compares it to their carrying values. The estimated fair values of the reporting units are established using an income
approach based on a discounted cash flow model that includes significant assumptions about the future operating results and
cash flows of each reporting unit, a market approach which compares each reporting unit to comparable companies in their
respective industries, as well as a market capitalization analysis.
The Company’s annual goodwill impairment testing date is April 1st. In 2016, the Company elected to bypass the qualitative
assessment. As of April 1, 2016, the Company determined through quantitative testing that the fair value significantly
exceeded the carrying value of each of the Company’s reporting units, and concluded that goodwill was not impaired.
- 49 -
THE CHARLES SCHWAB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Allowance for Loan Losses
The appropriateness of the allowance is reviewed quarterly by management, taking into consideration current economic
conditions, the existing loan portfolio composition, past loss experience, and risks inherent in the portfolios.
The methodology to establish an allowance for loan losses related to the First Mortgage and HELOC portfolios utilizes
statistical models that estimate prepayments, defaults, and probable losses for the loan types based on predicted behavior of
individual loans within the types. The methodology considers the effects of borrower behavior and a variety of factors
including, but not limited to, interest rates, housing price movements as measured by a housing price index, economic
conditions, estimated defaults and foreclosures measured by historical and expected delinquencies, changes in prepayment
speeds, LTV ratios, past loss experience, estimates of future loss severities, borrower credit risk, and the adequacy of
collateral. The methodology also evaluates concentrations in the loan types, including loan products within those types, year
of origination, and geographical distribution of collateral.
Probable losses are forecast using a loan-level simulation of the delinquency status of the loans over the term of the loans.
The simulation starts with the current relevant risk indicators, including the current delinquent status of each loan, the
estimated current LTV ratio of each loan, the term and structure of each loan, current key interest rates including U.S.
Treasury and LIBOR rates, and borrower FICO scores. The more significant variables in the simulation include delinquency
roll rates, loss severity, housing prices, and interest rates. Delinquency roll rates are estimated from the Company’s historical
loss experience adjusted for current trends and market information. Loss severity estimates are based on the Company’s
historical loss experience and market trends. The estimated loss severity (i.e., loss given default) used in the allowance for
loan loss for HELOCs is higher than that used for First Mortgages. Housing price trends are derived from historical home
price indices and econometric forecasts of future home values. Factors affecting the home price index include housing
inventory, unemployment, interest rates, and inflation expectations. Interest rate projections are based on the current term
structure of interest rates and historical volatilities to project various possible future interest rate paths. This methodology
results in loss factors that are applied to the outstanding balances to determine the allowance for loan loss for each loan type.
Legal and Regulatory Reserves
Reserves for legal and regulatory claims and proceedings reflect an estimate of probable losses for each matter, after
considering, among other factors, the progress of the case, prior experience and the experience of others in similar cases,
available defenses, insurance coverage and indemnification, and the opinions and views of legal counsel. In many cases,
including most class action lawsuits, it is not possible to determine whether a loss will be incurred, or to estimate the range of
that loss, until the matter is close to resolution, in which case no accrual is made until that time. Reserves are adjusted as
more information becomes available. Significant judgment is required in making these estimates, and the actual cost of
resolving a matter may ultimately differ materially from the amount reserved.
The Company’s management has discussed the development and selection of these critical accounting estimates with the
Audit Committee. Additionally, management has reviewed with the Audit Committee the Company’s significant estimates
discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
See Item 8 – Note 2 for more information on critical accounting estimates.
- 50 -
THE CHARLES SCHWAB CORPORATION
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
For a discussion of the quantitative and qualitative disclosures about market risk, see Risk Management in Part II, Item 7.
- 51 -
THE CHARLES SCHWAB CORPORATION
Item 8.
Financial Statements and Supplementary Data
TABLE OF CONTENTS
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders’ Equity
Notes to Consolidated Financial Statements
Introduction and Basis of Presentation
Note 1.
Summary of Significant Accounting Policies
Note 2.
Receivables from and Payables to Brokerage Clients
Note 3.
Other Securities Owned
Note 4.
Investment Securities
Note 5.
Bank Loans and Related Allowance for Loan Losses
Note 6.
Equipment, Office Facilities, and Property
Note 7.
Intangible Assets and Goodwill
Note 8.
Note 9.
Other Assets
Note 10. Variable Interest Entities
Note 11. Bank Deposits
Note 12.
Note 13. Borrowings
Note 14. Commitments and Contingencies
Note 15.
Note 16.
Note 17.
Note 18. Accumulated Other Comprehensive Income
Note 19. Employee Incentive, Retirement, Deferred Compensation, and Career Achievement Plans
Note 20. Taxes on Income
Note 21. Earnings Per Common Share
Note 22. Regulatory Requirements
Note 23.
Note 24. The Charles Schwab Corporation – Parent Company Only Financial Statements
Note 25. Quarterly Financial Information (Unaudited)
Report of Independent Registered Public Accounting Firm
Management’s Report on Internal Control Over Financial Reporting
Financial Instruments Subject to Off-Balance Sheet Credit Risk or Concentration Risk
Fair Values of Assets and Liabilities
Stockholders' Equity
Payables to Brokers, Dealers, and Clearing Organizations
Segment Information
53
54
55
56
57
58
58
58
67
67
68
71
75
75
76
76
77
77
78
79
81
84
88
89
90
93
95
95
97
98
101
102
103
- 52 -
THE CHARLES SCHWAB CORPORATION
Consolidated Statements of Income
(In Millions, Except Per Share Amounts)
Year Ended December 31,
Net Revenues
Asset management and administration fees (1)
$
Interest revenue
Interest expense
Net interest revenue
Trading revenue
Other
Provision for loan losses
Net impairment losses on securities
Total net revenues
Expenses Excluding Interest
Compensation and benefits
Professional services
Occupancy and equipment
Advertising and market development
Communications
Depreciation and amortization
Other
Total expenses excluding interest
Income before taxes on income
Taxes on income
Net Income
Preferred stock dividends and other (2)
Net Income Available to Common Stockholders
Weighted-Average Common Shares Outstanding:
Basic
Diluted
Earnings Per Common Share:
Basic
Diluted
Dividends Declared Per Common Share
2016
2015
2014
3,055
3,493
(171)
3,322
825
271
5
-
7,478
2,466
506
398
265
237
234
379
4,485
2,993
1,104
1,889
143
1,746
1,324
1,334
$
2,650
2,657
(132)
2,525
866
328
11
-
6,380
2,241
459
353
249
233
224
342
4,101
2,279
832
1,447
83
$
2,533
2,374
(102)
2,272
907
343
4
(1)
6,058
2,184
457
324
245
223
199
311
3,943
2,115
794
1,321
60
$
1,364
$
1,261
1,315
1,327
1,303
1,315
$
$
$
$
1.32
1.31
.27
$
$
$
1.04
1.03
.24
$
$
$
.96
.95
.24
(1)
(2)
Includes fee waivers of $224, $672, and $751 during the years ended December 31, 2016, 2015, and 2014, respectively,
relating to Schwab-sponsored money market funds.
Includes preferred stock dividends and undistributed earnings and dividends allocated to non-vested restricted stock
units.
See Notes to Consolidated Financial Statements.
- 53 -
THE CHARLES SCHWAB CORPORATION
Consolidated Statements of Comprehensive Income
(In Millions)
Year Ended December 31,
Net income
2016
2015
2014
$
1,889
$
1,447
$
1,321
Other comprehensive income (loss), before tax:
Change in net unrealized gain (loss) on available for sale securities:
Net unrealized gain (loss)
Reclassification of impairment charges included in net
impairment losses on securities
Other reclassifications included in other revenue
Other
Other comprehensive income (loss), before tax
Income tax effect
Other comprehensive income (loss), net of tax
Comprehensive Income
See Notes to Consolidated Financial Statements.
(44)
-
(4)
1
(47)
18
(29)
(477)
-
-
-
(477)
178
(299)
255
1
(7)
-
249
(93)
156
$
1,860
$
1,148
$
1,477
- 54 -
THE CHARLES SCHWAB CORPORATION
Consolidated Balance Sheets
(In Millions, Except Per Share and Share Amounts)
December 31,
Assets
Cash and cash equivalents
Cash and investments segregated and on deposit for regulatory purposes
(including resale agreements of $9,547 and $8,088 at December 31, 2016
and 2015, respectively)
Receivables from brokers, dealers, and clearing organizations
Receivables from brokerage clients — net
Other securities owned — at fair value
Available for sale securities
Held to maturity securities (fair value — $74,444 and $50,088 at December 31,
2016 and 2015, respectively)
Bank loans — net
Equipment, office facilities, and property — net
Goodwill
Intangible assets — net
Other assets
Total assets
Liabilities and Stockholders’ Equity
Bank deposits
Payables to brokers, dealers, and clearing organizations
Payables to brokerage clients
Accrued expenses and other liabilities
Long-term debt
Total liabilities
Stockholders’ equity:
Preferred stock — $.01 par value per share; aggregate liquidation preference
of $2,835 and $1,485 at December 31, 2016 and 2015, respectively
Common stock — 3 billion shares authorized; $.01 par value per share;
1,487,543,446 shares issued
Additional paid-in capital
Retained earnings
Treasury stock, at cost — 154,793,560 and 167,205,881 shares
at December 31, 2016 and 2015, respectively
Accumulated other comprehensive income
Total stockholders’ equity
Total liabilities and stockholders’ equity
2016
2015 (1)
$
10,828
$
11,978
22,174
728
17,155
449
77,365
75,203
15,403
1,299
1,227
144
1,408
$ 223,383
$ 163,454
2,407
35,894
2,331
2,876
206,962
19,598
582
17,313
533
65,646
50,007
14,334
1,145
1,227
181
1,161
$ 183,705
$ 129,502
2,588
33,185
2,151
2,877
170,303
2,783
1,459
15
4,267
12,649
15
4,152
11,253
(3,130)
(163)
16,421
$ 223,383
(3,343)
(134)
13,402
$ 183,705
(1) Adjusted for the retrospective adoption of ASU 2015-03. See New Accounting Standards in Note 2 for additional
information.
See Notes to Consolidated Financial Statements.
- 55 -
THE CHARLES SCHWAB CORPORATION
Consolidated Statements of Cash Flows
(In Millions)
Year Ended December 31,
Cash Flows from Operating Activities
Net income
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Provision for loan losses
Net impairment losses on securities
Share-based compensation
Depreciation and amortization
(Benefit) provision for deferred income taxes
Premium amortization, net, on available for sale and held to maturity securities
Other
Net change in:
Cash and investments segregated and on deposit for regulatory purposes
Receivables from brokers, dealers, and clearing organizations
Receivables from brokerage clients
Other securities owned
Other assets
Payables to brokers, dealers, and clearing organizations
Payables to brokerage clients
Accrued expenses and other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities
Purchases of available for sale securities
Proceeds from sales of available for sale securities
Principal payments on available for sale securities
Purchases of held to maturity securities
Principal payments on held to maturity securities
Net increase in bank loans
Purchase of equipment, office facilities, and property
Purchases of Federal Home Loan Bank stock
Proceeds from sales of Federal Home Loan Bank stock
Other investing activities
Net cash used for investing activities
Cash Flows from Financing Activities
Net change in bank deposits
Proceeds from short-term Federal Home Loan Bank borrowings
Repayment of short-term Federal Home Loan Bank borrowings
Issuance of long-term debt
Repayment of long-term debt
Net proceeds from preferred stock offerings
Dividends paid
Proceeds from stock options exercised and other
Other financing activities
Net cash provided by financing activities
Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year
Supplemental Cash Flow Information
Cash paid during the year for:
Interest
Income taxes
Non-cash investing activity:
Securities purchased during the year but settled after year end
See Notes to Consolidated Financial Statements.
2016
2015
2014
$
1,889
$
1,447
$
1,321
(5)
-
141
234
15
266
9
(2,576)
(147)
150
84
(93)
(181)
2,709
167
2,662
(29,248)
5,537
11,903
(31,162)
5,747
(1,103)
(346)
(152)
88
(39)
(38,775)
33,952
8,504
(8,504)
-
(7)
1,316
(486)
144
44
34,963
(1,150)
11,978
10,828
160
991
-
$
$
$
$
(11)
-
135
224
(7)
162
(4)
1,183
(108)
(1,652)
(17)
(98)
808
(1,120)
304
1,246
(21,351)
2,424
7,340
(19,303)
3,540
(980)
(266)
-
8
(35)
(28,623)
26,687
-
-
1,346
(357)
581
(387)
90
32
27,992
615
11,363
11,978
121
810
-
$
$
$
$
(4)
1
115
199
(25)
125
(7)
2,772
44
(1,725)
1
(30)
393
(1,028)
196
2,348
(15,134)
6,556
5,843
(6,920)
2,687
(1,016)
(400)
-
-
(11)
(8,395)
9,843
-
-
-
(6)
-
(373)
189
29
9,682
3,635
7,728
11,363
103
778
143
$
$
$
$
- 56 -
THE CHARLES SCHWAB CORPORATION
Consolidated Statements of Stockholders’ Equity
(In Millions)
Preferred Common Stock
Additional
Paid-In
Shares Amount Capital
Stock
Retained
Earnings
$
$
Treasury Stock, Comprehensive
Accumulated
Other
Income (Loss)
$
$
Balance at December 31, 2013
Net income
Other comprehensive income (loss), net of tax
Dividends declared on preferred stock
Dividends declared on common stock
Stock option exercises and other
Share-based compensation and
related tax effects
Other
Balance at December 31, 2014
Net income
Other comprehensive income (loss), net of tax
Issuance of preferred stock
Dividends declared on preferred stock
Dividends declared on common stock
Stock option exercises and other
Share-based compensation and
related tax effects
Other
Balance at December 31, 2015
Net income
Other comprehensive income (loss), net of tax
Issuance of preferred stock
Dividends declared on preferred stock
Dividends declared on common stock
Stock option exercises and other
Share-based compensation and
869
-
-
-
-
-
-
3
872
-
-
581
-
-
-
1,488
$
-
-
-
-
-
-
-
1,488
-
-
-
-
-
-
-
6
1,459
-
-
1,316
-
-
-
-
-
1,488
-
-
-
-
-
-
related tax effects
Other
Balance at December 31, 2016
-
8
$ 2,783
-
-
1,488
$
15
-
-
-
-
-
-
-
15
-
-
-
-
-
-
-
-
15
-
-
-
-
-
-
-
-
15
See Notes to Consolidated Financial Statements.
$
3,951
-
-
-
-
(53)
139
13
4,050
-
-
-
-
-
(87)
172
17
4,152
-
-
-
-
-
(80)
9,253
1,321
-
(57)
(316)
-
-
(3)
10,198
1,447
-
-
(69)
(318)
-
-
(5)
11,253
1,889
-
-
(126)
(360)
-
177
18
4,267
$
-
(7)
12,649
$
$
at cost
(3,716)
-
-
-
-
240
Total
$ 10,381
1,321
156
(57)
(316)
187
9
-
156
-
-
-
-
(21)
(3,497)
-
-
-
-
-
177
-
(23)
(3,343)
-
-
-
-
-
224
-
(11)
(3,130)
-
-
165
-
(299)
-
-
-
-
-
-
(134)
-
(29)
-
-
-
-
-
-
(163)
139
(8)
11,803
1,447
(299)
581
(69)
(318)
90
172
(5)
13,402
1,889
(29)
1,316
(126)
(360)
144
177
8
$ 16,421
$
- 57 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
1.
Introduction and Basis of Presentation
CSC is a savings and loan holding company engaged, through its subsidiaries, in wealth management, securities brokerage,
banking, asset management, custody, and financial advisory services. Schwab is a securities broker-dealer with over 335
domestic branch offices in 46 states, as well as a branch in each of the Commonwealth of Puerto Rico and London, England.
In addition, Schwab serves clients in Hong Kong through one of CSC’s subsidiaries. Other subsidiaries include Schwab
Bank, a federal savings bank, and CSIM, the investment advisor for Schwab’s proprietary mutual funds, which are referred to
as the Schwab Funds®, and for Schwab’s exchange-traded funds, which are referred to as the Schwab ETFs™.
The accompanying consolidated financial statements include CSC and its majority-owned subsidiaries (collectively referred
to as the Company). Intercompany balances and transactions have been eliminated. These consolidated financial statements
have been prepared in conformity with accounting principles generally accepted in the U.S., which require management to
make certain estimates and assumptions that affect the reported amounts in the accompanying financial statements. Certain
estimates relate to OTTI of investment securities, valuation of goodwill, allowance for loan losses, and legal and regulatory
reserves. Actual results may differ from those estimates.
Principles of Consolidation
The Company evaluates for consolidation all entities in which it has financial interests, except for money market funds,
which are specifically excluded from consolidation guidance. For an entity subject to consolidation, the Company evaluates
whether the Company’s interest in the entity constitutes a controlling financial interest under either the variable interest entity
(VIE) model or the voting interest entity (VOE) model. Based upon the Company’s assessments, the Company is not deemed
to have a controlling financial interest in and, therefore, is not required to consolidate any VIEs. See Note 10 for further
information about VIEs. The Company consolidates all VOEs in which it has majority voting interests.
For investments in entities in which the Company does not have a controlling financial interest, the Company accounts for
those investments under the equity method of accounting when the Company has the ability to exercise significant influence
over operating and financing decisions of the entity. Investments in entities for which the Company does not have the ability
to exercise significant influence are generally carried at cost. Both equity method and cost method investments are included
in other assets on the consolidated balance sheets.
2.
Summary of Significant Accounting Policies
Asset management and administration fees
Asset management and administration fees include mutual fund and ETF service fees and fees for other asset-based financial
services provided to individual and institutional clients, and are recognized as revenue over the period that the related service
is provided, based upon daily average asset balances. The Company’s policy is to recognize revenue subject to refunds
because management can estimate refunds based on Company specific experience. Actual refunds were not material as of
December 31, 2016 and for all years presented. The Company earns mutual fund and ETF service fees for shareholder
services, administration, and investment management provided to its proprietary funds, and recordkeeping and shareholder
services provided to third-party funds. Asset management and administration fees are based upon the daily balances of client
assets invested in these funds. The fair values of client assets included in proprietary and third-party mutual funds and ETFs
are based on quoted market prices and other observable market data. The Company also earns asset management fees for
advice solutions, which include managed portfolios, specialized strategies and customized investment advice. Other asset
management and administration fees include various asset-based fees, such as trust fees, 401(k) recordkeeping fees, mutual
fund clearing fees, collective trust fund fees, and non-balance based service and transaction fees.
Interest revenue
Interest revenue represents interest earned on cash and cash equivalents, segregated cash and investments, receivables from
brokers, dealers, and clearing organizations, receivables from brokerage clients, other securities owned, investment securities,
and bank loans. Interest revenue is recognized in the period earned based upon average or daily asset balances and respective
interest rates.
- 58 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Trading revenue
Trading revenue includes commission and principal transaction revenues. Commission revenue is affected by the number of
revenue trades executed and the average revenue earned per revenue trade. Principal transaction revenue is primarily
comprised of revenue from trading activity in fixed income securities with clients. To accommodate clients’ fixed income
trading activity, the Company maintains positions in fixed income securities, including U.S. state and municipal debt
obligations, U.S. Government and corporate debt, and other securities. The difference between the price at which the
Company buys and sells securities to and from its clients and other broker-dealers is recognized as principal transaction
revenue. Principal transaction revenue also includes adjustments to the fair value of these securities positions.
Cash and cash equivalents
The Company considers all highly liquid investments with original maturities of three months or less that are not segregated
and on deposit for regulatory purposes to be cash equivalents. Cash and cash equivalents include money market funds,
deposits with banks, certificates of deposit, commercial paper, and U.S. Treasury securities. Cash and cash equivalents also
include balances that Schwab Bank maintains at the Federal Reserve Bank.
Cash and investments segregated and on deposit for regulatory purposes
Cash and investments segregated and on deposit for regulatory purposes include securities purchased under agreements to
resell (resale agreements), which are collateralized by U.S. Government and agency securities. Resale agreements are
accounted for as collateralized financing transactions that are recorded at their contractual amounts plus accrued interest. The
Company obtains control of collateral with a market value equal to or in excess of the principal amount loaned and accrued
interest under resale agreements. Collateral is valued daily by the Company, with additional collateral obtained to ensure full
collateralization. Cash and investments segregated also include certificates of deposit and U.S. Government securities.
Certificates of deposit and U.S. Government securities are recorded at fair value. Pursuant to applicable regulations, client
cash balances not used for margin lending are segregated into investment accounts maintained for the exclusive benefit of
clients by the Company’s broker-dealer subsidiaries.
Receivables from brokerage clients
Receivables from brokerage clients includes margin loans to securities brokerage clients and other trading receivables from
clients. Margin loans are collateralized by client securities and are carried at the amount receivable, net of an allowance for
doubtful accounts. The Company monitors margin levels and requires clients to deposit additional collateral, or reduce
margin positions to meet minimum collateral requirements if the fair value of the collateral changes. Receivables from
brokerage clients that remain unsecured or partially secured for more than 30 days are fully reserved for in the allowance for
doubtful accounts, except in the case of confirmed fraud, which is reserved immediately. Clients with margin loans have
agreed to allow the Company to pledge collateralized securities in accordance with federal regulations. The collateral is not
reflected in the consolidated financial statements.
Other securities owned
Other securities owned are recorded at fair value based on quoted market prices or other observable market data. Unrealized
gains and losses are included in trading revenue.
Investment Securities
AFS securities are recorded at fair value and unrealized gains and losses are reported, net of taxes, in AOCI included in
stockholders’ equity. HTM securities are recorded at amortized cost based on the Company’s positive intent and ability to
hold these securities to maturity. Realized gains and losses from sales of AFS securities are determined on a specific
identification basis and are included in other revenue.
- 59 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Management evaluates whether investment securities are OTTI on a quarterly basis. Debt securities with unrealized losses are
considered OTTI if the Company intends to sell the security or if it is more likely than not that the Company will be required
to sell such security before any anticipated recovery. If management determines that a security is OTTI under these
circumstances, the impairment recognized in earnings is measured as the entire difference between amortized cost and fair
value.
A security is also OTTI if management does not expect to recover all of the amortized cost of the security. In this
circumstance, the impairment recognized in earnings represents the estimated credit loss, and is measured by the difference
between the present value of expected cash flows and the amortized cost of the security. Where appropriate, management
utilizes cash flow models to estimate the expected future cash flow from the securities to estimate the credit loss. Expected
cash flows are discounted using the security’s effective interest rate.
The evaluation of whether the Company expects to recover the amortized cost of a security is inherently judgmental. The
evaluation includes the consideration of multiple factors including: the magnitude and duration of the unrealized loss; the
financial condition of the issuer; the payment structure of the security; external credit ratings; internal credit ratings; for asset-
backed securities, the amount of credit support provided by the structure of the security to absorb credit losses on the
underlying collateral; recent events specific to the issuer and the issuer’s industry; and whether the Company has received all
scheduled principal and interest payments.
Securities borrowed and securities loaned
Securities borrowed require the Company to deliver cash to the lender in exchange for securities and are included in
receivables from brokers, dealers, and clearing organizations. For securities loaned, the Company receives collateral in the
form of cash in an amount equal to or greater than the market value of securities loaned. Securities loaned are included in
payables to brokers, dealers, and clearing organizations. The Company monitors the market value of securities borrowed and
loaned, with additional collateral obtained or refunded to ensure full collateralization. Fees received or paid are recorded in
interest revenue or interest expense.
Bank loans and related allowance for loan losses
Bank loans are recorded at their contractual principal amounts and include unamortized direct origination costs or net
purchase discounts or premiums. Direct origination costs and premiums and discounts are recognized in interest revenue
using the effective interest method over the contractual life of the loan and are adjusted for actual prepayments. Additionally,
loans are recorded net of an allowance for loan losses. The Company’s loan portfolio includes four loan types: First
Mortgages, HELOCs, PALs and other loans. Loan segments are defined as the level to which the Company disaggregates its
loan types when developing and documenting a methodology for determining the allowance for loan losses.
PALs are collateralized by marketable securities with liquid markets. Credit lines are over-collateralized dependent on the
type of security pledged. Collateral market value is monitored on a daily basis and a borrower’s committed line may be
reduced or collateral may be liquidated if the collateral is in danger of falling below specified levels. As such, the loss
inherent within this portfolio is limited.
The Company records an allowance for loan losses through a charge to earnings based on management’s estimate of probable
losses in the existing portfolio. Management reviews the allowance for loan losses quarterly, taking into consideration current
economic conditions, the composition of the existing loan portfolio, past loss experience, and risks inherent in the portfolio to
ensure that the allowance for loan losses is maintained at an appropriate level.
The methodology to establish an allowance for loan losses utilizes statistical models that estimate prepayments, defaults, and
probable losses for the loan segments based on predicted behavior of individual loans within the segments. The methodology
considers the effects of borrower behavior and a variety of factors including, but not limited to, interest rates, housing price
movements as measured by a housing price index, economic conditions, estimated defaults and foreclosures measured by
historical and expected delinquencies, changes in prepayment speeds, LTV ratios, past loss experience, estimates of future
loss severities, borrower credit risk, and the adequacy of collateral. The methodology also evaluates concentrations in the
loan types, including loan products within those types, year of origination, and geographical distribution of collateral.
- 60 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Probable losses are forecast using a loan-level simulation of the delinquency status of the loans over the term of the loans.
The simulation starts with the current relevant risk indicators, including the current delinquent status of each loan, the
estimated current LTV ratio of each loan, the term and structure of each loan, current key interest rates including U.S.
Treasury and LIBOR rates, and borrower FICO scores. The more significant variables in the simulation include delinquency
roll rates, loss severity, housing prices, and interest rates. Delinquency roll rates (i.e., the rates at which loans transition
through delinquency stages and ultimately result in a loss) are estimated from the Company’s historical loss experience
adjusted for current trends and market information. Loss severity estimates are based on the Company’s historical loss
experience and market trends. The estimated loss severity (i.e., loss given default) used in the allowance for loan loss
methodology for HELOC loans is higher than that used in the methodology for First Mortgages. Housing price trends are
derived from historical home price indices and econometric forecasts of future home values. Factors affecting the home price
index include housing inventory, unemployment, interest rates, and inflation expectations. Interest rate projections are based
on the current term structure of interest rates and historical volatilities to project various possible future interest rate paths.
This methodology results in loss factors that are applied to the outstanding balances to determine the allowance for loan loss
for each loan type.
The Company considers loan modifications in which it makes an economic concession to a borrower experiencing financial
difficulty to be troubled debt restructurings (TDR).
Nonaccrual, Nonperforming and Impaired loans
First Mortgages, HELOCs, PALs, and other loans are placed on nonaccrual status upon becoming 90 days past due as to
interest or principal (unless the loans are well-secured and in the process of collection), or when the full timely collection of
interest or principal becomes uncertain, including loans to borrowers who have filed for bankruptcy. For the portion of the
HELOC portfolio for which the Company is able to track the delinquency status on the associated first lien loan, the
Company places a HELOC on non-accrual status if the associated first mortgage is 90 days or more delinquent, regardless of
the payment status of the HELOC. When a loan is placed on nonaccrual status, the accrued and unpaid interest receivable is
reversed and the loan is accounted for on the cash or cost recovery method until qualifying for return to accrual status.
Generally, a nonaccrual loan may be returned to accrual status when all delinquent interest and principal is repaid and the
borrower demonstrates a sustained period of performance, or when the loan is both well-secured and in the process of
collection and collectability is no longer doubtful. Loans on nonaccrual status and other real estate owned are considered
nonperforming assets. Nonaccrual loans, other real estate owned, and TDRs are considered impaired assets, as it is probable
the Company will not collect all amounts due.
Loan Charge-Offs
The Company charges off a loan in the period that it is deemed uncollectible and records a reduction in the allowance for
loan losses and the loan balance. The Company’s charge-off policy for First Mortgage and HELOC loans is to assess the
value of the property when the loan has been delinquent for 180 days or has been discharged in bankruptcy proceedings,
regardless of whether or not the property is in foreclosure, and charge-off the amount of the loan balance in excess of the
estimated current value of the underlying property less estimated costs to sell.
Equipment, office facilities, and property
Equipment, office facilities, and property are recorded at cost net of accumulated depreciation and amortization, except for
land, which is recorded at cost. Equipment and office facilities are depreciated on a straight-line basis over an estimated
useful life of five to ten years. Buildings are depreciated on a straight-line basis over 20 to 40 years. Leasehold improvements
are amortized on a straight-line basis over the shorter of the estimated useful life of the asset or the term of the lease.
Software and certain costs incurred for purchasing or developing software for internal use are amortized on a straight-line
basis over an estimated useful life of three or five years. Equipment, office facilities, and property are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be
recoverable.
- 61 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Goodwill
Goodwill represents the fair value of acquired businesses in excess of the fair value of the individually identified net assets
acquired. Goodwill is not amortized but is tested for impairment annually or whenever indications of impairment exist. The
Company’s annual impairment testing date is April 1st. The Company can elect to qualitatively assess goodwill for
impairment if it is more likely than not that the fair value of a reporting unit exceeds its carrying value.
If the Company elects to bypass qualitatively assessing goodwill, or it is not more likely than not that the fair value of a
reporting unit exceeds its carrying value, management estimates the fair values of each of the Company’s reporting units
(defined as the Company’s businesses for which financial information is available and reviewed regularly by management)
and compares it to their carrying values. Based on the Company’s analysis, fair value significantly exceeded the carrying
value for all reporting units as of its annual testing date.
Intangible assets
Intangible assets are amortized over their useful lives in a manner that best reflects their economic benefit. Intangible assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets
may not be recoverable. The Company does not have any indefinite-lived intangible assets.
Low-Income Housing Tax Credit (LIHTC) Investments
As part of the Company’s community reinvestment initiatives, the Company invests with other institutional investors in funds
that make equity investments in multifamily affordable housing properties. The Company receives tax credits and other tax
benefits for these investments. The Company accounts for investments in qualified affordable housing projects using the
proportional amortization method if certain criteria are met. The proportional amortization method amortizes the cost of the
investment over the period in which the investor expects to receive tax credits and other tax benefits, and the resulting
amortization is recognized as a component of income tax expense attributable to continuing operations. The carrying value of
LIHTC investments is included in other assets on the consolidated balance sheets. Unfunded commitments related to LIHTC
investments are included in accrued expenses and other liabilities on the consolidated balance sheets.
Guarantees and indemnifications
The Company recognizes, at the inception of a guarantee, a liability equal to the estimated fair value of the obligation
undertaken in issuing the guarantee. The fair values of obligations relating to guarantees are estimated based on transactions
for similar guarantees or expected present value measures.
Advertising and market development
Advertising and market development activities include the cost to produce and distribute marketing campaigns as well as
client incentives and discounts. Such costs are generally expensed when incurred.
Income taxes
The Company provides for income taxes on all transactions that have been recognized in the consolidated financial
statements. Accordingly, deferred tax assets are adjusted to reflect the tax rates at which future taxable amounts will likely be
settled or realized. The effects of tax rate changes on future deferred tax assets and deferred tax liabilities, as well as other
changes in income tax laws, are recorded in earnings in the period during which such changes are enacted. The Company’s
unrecognized tax benefits, which are included in accrued expenses and other liabilities, represent the difference between
positions taken on tax return filings and estimated potential tax settlement outcomes. Accrued interest relating to
unrecognized tax benefits is recorded in income tax expense and penalties are recorded in other expense.
- 62 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Share-based compensation
Share-based compensation includes employee and board of director stock options and restricted stock units. The Company
measures compensation expense for these share-based payment arrangements based on their estimated fair values as of the
unit’s grant date. The fair value of the share-based award is recognized over the vesting period as share-based compensation.
Share-based compensation expense is based on units expected to vest and therefore is reduced for estimated forfeitures.
Forfeitures are estimated at the time of grant based on the Company’s historical forfeiture experience and revised in
subsequent periods if actual forfeitures differ from those estimates. The excess tax benefits from the exercise of stock options
and the vesting of restricted stock units are recorded in additional paid-in capital.
Fair values of assets and liabilities
Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Fair value measurement accounting guidance describes the
fair value hierarchy for disclosing assets and liabilities measured at fair value based on the inputs used to value them. The fair
value hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are
based on market pricing data obtained from sources independent of the Company. A quoted price in an active market
provides the most reliable evidence of fair value and is generally used to measure fair value whenever available.
Unobservable inputs reflect management’s judgment about the assumptions market participants would use in pricing the asset
or liability. Where inputs used to measure fair value of an asset or liability are from different levels of the hierarchy, the asset
or liability is categorized based on the lowest level input that is significant to the fair value measurement in its entirety.
Assessing the significance of a particular input requires judgment. The fair value hierarchy includes three levels based on the
objectivity of the inputs as follows:
• Level 1 inputs are quoted prices in active markets as of the measurement date for identical assets or liabilities that
the Company has the ability to access.
• Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets,
and inputs other than quoted prices that are observable for the asset or liability, such as interest rates, benchmark
yields, issuer spreads, new issue data, and collateral performance.
• Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any,
market activity for the asset or liability.
The Company’s policy is to recognize transfers of financial instruments between levels as of the beginning of the reporting
period in which a transfer occurs.
Assets and liabilities measured at fair value on a recurring basis
The Company’s assets and liabilities measured at fair value on a recurring basis include certain cash equivalents, certain
investments segregated and on deposit for regulatory purposes, other securities owned, and AFS securities. The Company
uses the market approach to determine the fair value of assets and liabilities. When available, the Company uses quoted
prices in active markets to measure the fair value of assets and liabilities. When utilizing market data and bid-ask spread, the
Company uses the price within the bid-ask spread that best represents fair value. When quoted prices do not exist, the
Company uses prices obtained from independent third-party pricing services to measure the fair value of investment assets.
The Company generally obtains prices from at least three independent pricing sources for assets recorded at fair value.
The Company’s primary independent pricing service provides prices based on observable trades and discounted cash flows
that incorporate observable information such as yields for similar types of securities (a benchmark interest rate plus
observable spreads) and weighted-average maturity for the same or similar “to-be-issued” securities. The Company compares
the prices obtained from its primary independent pricing service to the prices obtained from the additional independent
pricing services to determine if the price obtained from the primary independent pricing service is reasonable. The Company
- 63 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
does not adjust the prices received from independent third-party pricing services unless such prices are inconsistent with the
definition of fair value and result in a material difference in the recorded amounts.
Fair value of other financial instruments
Descriptions of the valuation methodologies and assumptions used to estimate the fair value of other financial instruments are
described below. The Company’s financial instruments not recorded at fair value but for which fair value can be
approximated and disclosed include:
• Cash and cash equivalents are short-term in nature and accordingly are recorded at amounts that approximate fair
value.
• Cash and investments segregated and on deposit for regulatory purposes include cash and securities purchased
under resale agreements. Securities purchased under resale agreements are short-term in nature and are backed by
collateral that both exceeds the carrying value of the resale agreement and is highly liquid in nature. Accordingly,
the carrying values of these financial instruments approximate their fair values.
• Receivables from/payables to brokers, dealers, and clearing organizations are short-term in nature, recorded at
contractual amounts and historically have been settled at those values. Accordingly, the carrying values of these
financial instruments approximate their fair values.
• Receivables from/payables to brokerage clients — net are short-term in nature, recorded at contractual amounts and
historically have been settled at those values. Accordingly, the carrying values of these financial instruments
approximate their fair values.
• HTM securities – The fair values of HTM securities are obtained using an independent third-party pricing service
similar to investment assets recorded at fair value as discussed above.
• Bank loans – The fair values of the Company’s First Mortgages and HELOCs are estimated based on prices of
mortgage-backed securities collateralized by similar types of loans. PALs are non-purpose revolving lines of credit
secured by eligible assets; accordingly, the carrying values of these loans approximate their fair values.
• Financial instruments included in other assets primarily consist of LIHTC investments, cost method investments
and FHLB stock, whose carrying values approximate their fair values. FHLB stock is recorded at par, which
approximates its fair value.
• Bank deposits have no stated maturity and are recorded at the amount payable on demand as of the balance sheet
date. The Company considers the carrying values of these deposits to approximate their fair values.
• Financial instruments included in accrued expenses and other liabilities consist of drafts payable and certain
amounts due under contractual obligations, including unfunded LIHTC commitments. The carrying values of these
instruments approximate their fair values.
•
Short-term borrowings consist of commercial paper and funds drawn on Schwab Bank’s secured credit facility with
the Federal Home Loan Bank of San Francisco. Due to the short-term nature of these borrowings, carrying value
approximates fair value.
• Long-term debt – Except for the finance lease obligation, the fair values of long-term debt are estimated using
indicative, non-binding quotes from independent brokers. The Company validates indicative prices for its debt
through comparison to other independent non-binding quotes. The finance lease obligation is recorded at carrying
value, which approximates fair value.
- 64 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
• Firm commitments to extend credit – The Company extends credit to banking clients through HELOCs and PALs.
The Company considers the fair value of these unused commitments to not be material because the interest rates
earned on these balances are based on floating interest rates that reset monthly.
New Accounting Standards
Adoption of New Accounting Standards
On January 1, 2016, the Company adopted ASU 2015-02, “Consolidation (Topic 810),” which amends the analysis a
reporting entity must perform to determine whether it should consolidate certain types of legal entities. The new guidance is
applicable to all entities but provides an exception for reporting entities with interests in legal entities that are required to
comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company
Act of 1940 for registered money market funds. The adoption of ASU 2015-02 did not have an impact on the Company’s
consolidated financial statements or EPS, as the new guidance did not change any consolidation conclusions reached in
accordance with the previous guidance.
On January 1, 2016, the Company adopted ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30).” ASU 2015-
03 requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction
from the carrying amount of that debt liability, consistent with debt discounts. Previously, debt issuance costs were presented
as a separate asset on the balance sheet. The guidance in ASU 2015-03 has been applied on a retrospective basis, which
requires the adjustment of all prior period consolidated balance sheets. The effect of the adoption on the Company’s
December 31, 2015 consolidated balance sheet was to decrease other assets and total assets by $13 million and to decrease
long-term debt and total liabilities by $13 million. The Company considers the reclassifications immaterial.
On January 1, 2016, the Company also adopted ASU 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software
(Subtopic 350-40),” which provides new guidance that clarifies customers’ accounting for fees paid in a cloud computing
arrangement. Under the new guidance, if a cloud computing arrangement includes a software license, the customer shall
account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the
cloud computing arrangement does not include a software license, the customer shall account for the arrangement as a service
contract. The guidance applies to all new arrangements entered into after January 1, 2016. The adoption of ASU 2015-05 did
not have an impact on the Company’s financial statements or EPS.
New Accounting Standards Not Yet Adopted
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, “Revenue from Contracts with
Customers (Topic 606),” which provides new guidance on revenue recognition. The guidance clarifies that revenue from
contracts with customers should be recognized in a manner that depicts the timing of the related transfer of goods or
performance of services at an amount that reflects the expected consideration. The FASB has subsequently issued several
amendments to the standard, including deferral of the effective date until January 1, 2018, clarification of principal versus
agent considerations, narrow scope improvements and other technical corrections. Entities may elect either full or modified
retrospective transition. Full retrospective transition will require a cumulative effect adjustment to retained earnings as of the
earliest comparative period presented. Modified retrospective transition will require a cumulative effect adjustment to
retained earnings as of the beginning of the reporting period in which the entity first applies the new guidance.
The Company plans to adopt the revenue recognition guidance in the first quarter of 2018. The guidance does not apply to
revenue associated with financial instruments, including loans and securities that are accounted for under other U.S. GAAP.
Accordingly, the Company does not expect an impact to net interest revenue. While the Company has not yet identified any
changes in the timing of revenue recognition, the Company’s review is ongoing. The Company is evaluating the impact the
new standard will have on the presentation of certain revenue streams (gross versus net reporting) and the capitalization of
contract costs. The Company has not yet selected a transition method and continues to evaluate the impact the new guidance
will have on its financial statements and EPS.
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10),” which will become
effective January 1, 2018. This new guidance addresses certain aspects of recognition, measurement, presentation, and
disclosure of financial instruments. The main provisions of the guidance include (i) most equity investments are to be
measured at fair value with changes in fair value recognized in net income, except for those accounted for under the equity
method or those that do not have readily determinable fair values for which a practical expedient can be elected, (ii) requires
- 65 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
the use of an exit price notion when measuring the fair value of financial instruments for disclosure purposes, and (iii)
requires separate presentation of financial assets and financial liabilities by measurement category and form of financial
instrument on the balance sheet or in the accompanying notes. The Company does not expect the adoption of ASU 2016-01
will have a material impact on its financial statements and EPS.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” which amends the accounting for leases by lessees
and lessors. The primary change as a result of the new standard is the recognition of right-of-use assets and lease liabilities by
lessees for those leases classified as operating leases. Additional changes include accounting for lease origination and
executory costs, required lessee reassessments during the lease term due to changes in circumstances and expanded lease
disclosures. ASU 2016-02 will become effective January 1, 2019, with early adoption permitted, and requires entities to
apply the new guidance using a modified retrospective transition. Modified retrospective transition requires entities to apply
the new guidance as of the beginning of the earliest comparative period presented in the financial statements in which the
entity first applies the new standard. Certain transition reliefs are permitted if elected by the entity. The adoption of ASU
2016-02 will result in the Company recognizing a right-of-use asset and lease liability on the consolidated balance sheet
based on the present value of remaining operating lease payments (see Note 14 for the undiscounted future annual minimum
rental commitments for operating leases). The Company does not expect the adoption of ASU 2016-02 will have a material
impact on its EPS.
In March 2016, the FASB issued ASU 2016-09, “Stock Compensation – Improvements to Employee Share-Based Payment
Accounting (Topic 718)” which amends certain aspects of how an entity accounts for share-based payments to employees.
The new guidance requires entities to recognize the income tax effects for the difference between GAAP and federal income
tax treatment of share-based awards in the income statement when the awards vest or are settled, rather than recording such
effects in additional paid-in capital. Entities will also be permitted to elect to account for forfeitures of share-based payments
as they occur or continue with current practice, which requires estimating the number of awards expected to be forfeited and
adjusting the estimate when it is likely to change. ASU 2016-09 became effective January 1, 2017. The change in recognition
of income tax effects of share-based awards will be applied prospectively. If an entity elects to account for forfeitures of
share-based payments as they occur, such change will be applied using a modified retrospective transition method, with a
cumulative-effect adjustment to retained earnings. The adoption of ASU 2016-09 will result in the Company recognizing the
income tax effects of share-based awards in the income statement, thus impacting the Company’s EPS on a prospective basis.
The impact of this new guidance is largely dependent on the Company’s future share price at the date of restricted stock unit
vest or option exercise and, thus, is not practicable to estimate. The impact of ASU 2016-09 will likely disproportionately
occur during the fourth quarter of each year due to the Company’s historic practice of granting the majority of equity
compensation in that period. For historical perspective only, if ASU 2016-09 had been in effect for year ended 2016, the
Company’s taxes on income as presented in the consolidated statements of income would have been reduced by $48 million
and EPS increased by $0.04.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments” which provides new guidance for recognizing impairment of most debt instruments
measured at amortized cost, including loans and HTM debt securities. The new guidance will require estimating expected
credit losses (CECL) over the remaining life of an instrument or a portfolio of instruments with similar risk characteristics
based on relevant information about past events, current conditions and reasonable forecasts. The initial estimate of and the
subsequent changes in CECL will be recognized as credit loss expense through current earnings and will be reflected as an
allowance for credit losses offsetting the carrying value of the financial instrument(s) on the balance sheet. The new guidance
also amends the OTTI model for AFS debt securities by requiring the use of an allowance, rather than directly reducing the
carrying value of the security, and eliminating consideration of the length of time such security has been in an unrealized loss
position as a factor in concluding whether a credit loss exists. ASU 2016-13 will become effective January 1, 2020, with
early adoption permitted as of January 1, 2019. The new guidance will be applied through a cumulative-effect adjustment to
retained earnings as of the beginning of the first reporting period in which the entity applies the new guidance except that a
prospective transition is required for AFS debt securities for which an OTTI had been recognized before the effective date.
The Company is currently evaluating the impact of this new guidance on its financial statements and EPS.
- 66 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
3.
Receivables from and Payables to Brokerage Clients
Receivables from and payables to brokerage clients are detailed below:
December 31,
Receivables
Margin loans, net of allowance for doubtful accounts
Other brokerage receivables
Receivables from brokerage clients – net
Payables
Interest-bearing payables
Non-interest-bearing payables
Payables to brokerage clients
4.
Other Securities Owned
A summary of other securities owned is as follows:
December 31,
Equity and bond mutual funds
Schwab Funds® money market funds
State and municipal debt obligations
Equity, U.S. Government and corporate debt, and other securities
Total other securities owned
2016
2015
$
15,257
$
15,818
1,898
1,495
$
17,155
$
17,313
$
28,336
$
26,584
7,558
6,601
$
35,894
$
33,185
$
$
2016
272
108
41
28
449
$
$
2015
205
261
50
17
533
Equity and bond mutual funds include inventory maintained to facilitate certain Schwab Funds and third-party mutual fund
clients’ transactions, and investments made by the Company relating to its deferred compensation plan. The Company’s
positions in Schwab Funds® money market funds arise from certain overnight funding of clients’ redemption, check-writing,
and debit card activities. State and municipal debt obligations, equity, U.S. Government and corporate debt, and other
securities include securities held to meet clients’ trading activities.
- 67 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
5.
Investment Securities
The amortized cost, gross unrealized gains and losses, and fair value of AFS and HTM securities are as follows:
December 31, 2016
Available for sale securities:
U.S. agency mortgage-backed securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
U.S. state and municipal securities
Commercial paper
Non-agency commercial mortgage-backed securities
Total available for sale securities
Held to maturity securities:
U.S. agency mortgage-backed securities
Non-agency commercial mortgage-backed securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Commercial paper
U.S. state and municipal securities
Total held to maturity securities
December 31, 2015
Available for sale securities:
U.S. agency mortgage-backed securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
U.S. state and municipal securities
Non-agency commercial mortgage-backed securities
Other securities
Total available for sale securities
Held to maturity securities:
U.S. agency mortgage-backed securities
Non-agency commercial mortgage-backed securities
U.S. Treasury securities
Total held to maturity securities
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
$
$
$
$
$
$
$
$
33,167
20,520
9,850
8,679
2,070
1,915
1,167
214
45
77,627
72,439
997
941
436
223
99
68
75,203
$
$
$
$
$
22,014
21,784
10,764
5,719
1,685
3,177
414
298
5
65,860 $
$
48,785
999
223
50,007 $
120
29
20
3
2
-
2
-
-
176
324
11
-
-
-
-
1
336
183
7
14
2
1
-
10
1
-
218
391
6
-
397
$
$
$
$
$
$
$
$
92 $
214
18
59
1
8
46
-
-
438 $
33,195
20,335
9,852
8,623
2,071
1,907
1,123
214
45
77,365
1,086
4
-
-
4
-
1
1,095
48
306
31
17
3
27
-
-
-
432
293
20
3
316
$
$
$
$
$
$
71,677
1,004
941
436
219
99
68
74,444
22,149
21,485
10,747
5,704
1,683
3,150
424
299
5
65,646
48,883
985
220
50,088
- 68 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Schwab Bank pledges securities issued by federal agencies to secure certain trust deposits. The fair value of these pledged
securities was $181 million at December 31, 2016.
A summary of securities with unrealized losses, aggregated by category and period of continuous unrealized loss, is as
follows:
December 31, 2016
Available for sale securities:
U.S. agency mortgage-backed securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
U.S. state and municipal securities
Total
Less than
12 months
12 months
or longer
Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
2,931 $
23 $ 17,747 $
$ 14,816 $
1,670
2,407
6,926
474
1,907
956
$ 29,156 $
69 $
13
17
59
9,237
653
-
100
-
-
-
8
46
212 $ 12,921 $
201
1
-
1
-
-
10,907
3,060
6,926
574
1,907
956
226 $ 42,077 $
92
214
18
59
1
8
46
438
Held to maturity securities:
U.S. agency mortgage-backed securities
Non-agency commercial mortgage-backed
$ 51,361 $
securities
U.S. Treasury securities
U.S. state and municipal securities
591
219
14
Total
Total securities with unrealized losses (1)
$ 52,185 $
$ 81,341 $
1,086 $
- $
- $ 51,361 $
1,086
-
4
-
4
-
1
1,095 $
- $
1,307 $ 12,921 $
591
219
14
-
-
-
- $ 52,185 $
226 $ 94,262 $
4
4
1
1,095
1,533
December 31, 2015
Available for sale securities:
U.S. agency mortgage-backed securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
Total
$
8,541 $
17,127
5,433
5,010
773
1,281
$ 38,165 $
47
240
25
17
2
10
341
$
813 $
2,743
942
-
599
1,547
$
6,644 $
9,354 $
1 $
66
6
-
1
17
91 $ 44,809 $
19,870
6,375
5,010
1,372
2,828
48
306
31
17
3
27
432
Held to maturity securities:
U.S. agency mortgage-backed securities
Non-agency commercial mortgage-backed
$ 24,219
securities
U.S. Treasury securities
729
220
Total
$ 25,168 $
$ 63,333 $
$
253
$
1,842
$
40
$ 26,061
$
293
20
3
276
617
-
-
1,842 $
8,486 $
$
$
-
-
729
220
40 $ 27,010 $
131 $ 71,819 $
20
3
316
748
Total securities with unrealized losses (2)
(1) The number of investment positions with unrealized losses totaled 627 for AFS securities and 612 for HTM securities.
(2) The number of investment positions with unrealized losses totaled 409 for AFS securities and 286 for HTM securities.
- 69 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Management evaluates whether investment securities are OTTI on a quarterly basis as described in Note 2.
The following table is a roll forward of the amount of credit losses recognized in earnings for OTTI securities held by the
Company during the period for which a portion of the impairment was reclassified from or recognized in other
comprehensive income (loss):
Year Ended December 31,
Balance at beginning of year
Credit losses recognized into current year earnings on debt securities for
which an OTTI was not previously recognized
Reductions due to sale of debt securities for which an OTTI was
previously recognized
Balance at end of year
2016
1
$
2015
2
$
2014
169
$
-
(1)
$
-
$
-
(1)
1
1
(168)
$
2
The maturities of AFS and HTM securities are as follows:
December 31, 2016
Available for sale securities:
U.S. agency mortgage-backed securities (1)
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
U.S. state and municipal securities
Commercial paper
Non-agency commercial mortgage-backed
securities (1)
Total fair value
Total amortized cost
Held to maturity securities:
U.S. agency mortgage-backed securities (1)
Non-agency commercial mortgage-backed
securities (1)
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Commercial paper
U.S. state and municipal securities
Total fair value
Total amortized cost
After 1 year After 5 years
Within
1 year
through
5 years
through
10 years
After
10 years
Total
$
47 $
-
2,332
1,199
651
-
-
214
$
3,475
8,728
7,520
6,707
1,420
1,907
-
-
717
3,799
-
16,847 $ 12,826 $ 33,195
20,335
9,852
8,623
2,071
1,907
1,123
214
7,808
-
-
-
-
1,051
-
-
-
72
-
-
4,443 $
$
4,440
-
29,757
29,741
$
$
-
45
21,435 $ 21,730 $ 77,365
$ 77,627
$ 21,927
21,519
45
-
$
5,080
$
22,954
$ 43,643
$ 71,677
-
-
-
-
99
-
99
99
-
150
436
-
-
-
5,666
5,559
364
791
-
219
-
6
24,334
24,500
640
-
-
-
-
62
$ 44,345
$ 45,045
1,004
941
436
219
99
68
$ 74,444
$ 75,203
$
$
$
$
$
$
$
$
$
(1) Mortgage-backed securities have been allocated to maturity groupings based on final contractual maturities. Actual
maturities will differ from final contractual maturities because borrowers on a certain portion of loans underlying these
securities have the right to prepay their obligations.
- 70 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Proceeds and gross realized gains and losses from sales of AFS securities are as follows:
Year Ended December 31,
Proceeds
Gross realized gains
Gross realized losses
2016
$ 5,537
2015
$ 2,424
2014
$ 6,556
4
-
1
1
30
23
6.
Bank Loans and Related Allowance for Loan Losses
The composition of bank loans and delinquency analysis by loan type is as follows:
December 31, 2016
Current
past due
past due
nonaccrual loans nonaccrual loans
>90 days past
30-59 days 60-89 days due and other
Total past due
and other
Total
loans
Allowance
for loan
losses
Total
bank
loans - net
Residential real estate mortgages
$
Home equity loans and lines of credit
Pledged asset lines
Other
9,100 $
2,336
3,846
94
$ 15,376 $
Total bank loans
December 31, 2015
Residential real estate mortgages
$
Home equity loans and lines of credit
Pledged asset lines
Other
Total bank loans
8,304 $
2,720
3,228
64
$ 14,316 $
15 $
2
4
-
21 $
11 $
4
3
-
18 $
3
2
1
-
6
1
1
1
-
3
$
$
$
$
16
10
-
-
26
18
10
-
-
28
$
$
$
$
34
14
5
-
53
$ 9,134 $
2,350
3,851
94
$ 15,429 $
30
15
4
-
49
$ 8,334 $
2,735
3,232
64
$ 14,365 $
17 $
8
-
1
26 $
20 $
11
-
-
31 $
9,117
2,342
3,851
93
15,403
8,314
2,724
3,232
64
14,334
First Mortgages and HELOCs include unamortized premiums and discounts and direct origination costs of $78 million and
$80 million at December 31, 2016 and 2015, respectively. The Company had commitments to extend credit related to unused
HELOCs, PALs, and other lines of credit, which totaled $8.4 billion and $7.4 billion at December 31, 2016 and 2015,
respectively. The Company had commitments to purchase First Mortgage loans of $466 million and $260 million at
December 31, 2016 and 2015, respectively. All PALs were fully collateralized by securities with fair values in excess of
borrowings at December 31, 2016 and 2015.
Schwab Bank provides a co-branded loan origination program for Schwab Bank clients (the Program) with Quicken Loans,
Inc. (Quicken Loans®). Pursuant to the Program, Quicken Loans originates and services First Mortgages and HELOCs for
Schwab Bank clients. Under the Program, Schwab Bank purchases certain First Mortgages and HELOCs that are originated
by Quicken Loans. Schwab Bank purchased First Mortgages of $3.3 billion and $2.0 billion during 2016 and 2015,
respectively. Schwab purchased HELOCs with commitments of $440 million and $573 million during 2016 and 2015,
respectively.
- 71 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Credit Quality
Changes in the allowance for loan losses were as follows:
December 31, 2016
20
Residential Home equity
real estate
loans and
mortgages lines of credit Other
-
-
-
1
1 $
(1)
1
(3)
17
(1)
1
(3)
8
11
$
$
$
$
$
$
31
(2)
2
(5)
26
Balance at beginning of year $
Charge-offs
Recoveries
Provision for loan losses
Balance at end of year
December 31, 2015
Residential Home equity
real estate
loans and
December 31, 2014
Residential Home equity
real estate
loans and
Total mortgages lines of credit Total mortgages lines of credit
$
29
$
13
$
42
$
34
$
14 $
(1)
1
(9)
20
$
$
(2)
2
(2)
11
$
(3)
3
(11)
31
(3)
2
(4)
29
$
$
Total
48
(5)
3
(4)
42
(2)
1
-
13 $
Substantially all of the bank loans were collectively evaluated for impairment at both December 31, 2016 and 2015. There
were no loans accruing interest that were contractually 90 days or more past due at December 31, 2016 or 2015.
Nonperforming assets, which include nonaccrual loans and other real estate owned, totaled $31 million and $36 million at
December 31, 2016 and 2015, respectively. Impaired assets, which include nonaccrual loans, other real estate owned and
TDRs, totaled $45 million and $50 million at December 31, 2016 and 2015, respectively. TDRs were not material at
December 31, 2016 or 2015.
In addition to monitoring delinquency, the Company monitors the credit quality of First Mortgages and HELOCs by
stratifying the portfolios by the following:
• Year of origination;
• Borrower FICO scores at origination (Origination FICO);
• Updated borrower FICO scores (Updated FICO);
• Loan-to-value ratios at origination (Origination LTV); and
• Estimated current LTV ratios (Estimated Current LTV).
Borrowers’ FICO scores are provided by an independent third-party credit reporting service and were last updated in
December 2016. The Origination LTV and Estimated Current LTV for a HELOC include any first lien mortgage outstanding
on the same property at the time of the HELOC’s origination. The Estimated Current LTV for each loan is estimated by
reference to a home price appreciation index.
As of December 31, 2016 and 2015, 48% of the Company’s HELOC and First Mortgage portfolio was concentrated in
California. These loans have performed in a manner consistent with the portfolio as a whole.
- 72 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The credit quality indicators of the Company’s bank loan portfolio are detailed below:
December 31, 2016
Residential real estate mortgages:
Estimated Current LTV
<70%
>70% – <90%
>90% – <100%
>100%
Total
Home equity loans and lines of credit:
Estimated Current LTV (2)
<70%
>70% – <90%
>90% – <100%
>100%
Total
Pledged asset lines:
Weighted Average LTV (2)
=70%
Weighted
Average
Updated FICO
Utilization
Rate (1)
Percent of Loans
that are on
Nonaccrual Status
Balance
$
$
$
$
8,350
743
21
20
9,134
2,070
234
29
17
2,350
774
768
747
709
773
771
757
747
728
769
N/A
N/A
N/A
N/A
N/A
35 %
50 %
66 %
70 %
36 %
0.04 %
0.35 %
2.08 %
14.50 %
0.10 %
0.12 %
0.40 %
1.74 %
3.73 %
0.20 %
$
3,851
763
46 %
-
(1) The Utilization Rate is calculated using the outstanding balance divided by the associated total line of credit.
(2) Represents the LTV for the full line of credit (drawn and undrawn).
N/A Not applicable.
December 31, 2016
Year of origination
Pre-2012
2012
2013
2014
2015
2016
Total
Origination FICO
<620
620 – 679
680 – 739
>740
Total
Origination LTV
<70%
>70% – <90%
>90% – <100%
Total
Residential
real estate
mortgages
Home equity
loans and
lines of credit
$
$
$
$
$
$
1,010
1,126
1,746
685
1,458
3,109
9,134
8
92
1,427
7,607
9,134
6,865
2,260
9
9,134
$
$
$
$
$
$
1,660
105
193
152
146
94
2,350
-
13
432
1,905
2,350
1,628
709
13
2,350
- 73 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
December 31, 2015
Residential real estate mortgages:
Estimated Current LTV
<70%
>70% – <90%
>90% – <100%
>100%
Total
Home equity loans and lines of credit:
Estimated Current LTV (2)
<70%
>70% – <90%
>90% – <100%
>100%
Total
Pledged asset lines:
Weighted Average LTV (2)
=70%
Balance
Weighted
Average
Updated FICO
Utilization
Rate (1)
Percent of Loans
that are on
Nonaccrual Status
$
$
$
$
7,508
759
37
30
8,334
2,277
373
48
37
2,735
774
764
736
713
773
772
760
748
739
770
N/A
N/A
N/A
N/A
N/A
37 %
50 %
63 %
67 %
39 %
0.03 %
0.31 %
5.54 %
7.72 %
0.11 %
0.09 %
0.48 %
1.02 %
1.79 %
0.18 %
$
3,232
764
49 %
-
(1) The Utilization Rate is calculated using the outstanding balance divided by the associated total line of credit.
(2) Represents the LTV for the full line of credit (drawn and undrawn).
N/A Not applicable.
December 31, 2015
Year of origination
Pre-2012
2012
2013
2014
2015
Total
Origination FICO
<620
620 – 679
680 – 739
>740
Total
Origination LTV
<70%
>70% – <90%
>90% – <100%
Total
Residential
real estate
mortgages
Home equity
loans and
lines of credit
$
$
$
$
$
$
1,306
1,644
2,450
1,021
1,913
8,334
10
88
1,381
6,855
8,334
5,913
2,408
13
8,334
$
$
$
$
$
$
2,048
125
232
188
142
2,735
-
16
498
2,221
2,735
1,858
860
17
2,735
- 74 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
7.
Equipment, Office Facilities, and Property
Equipment, office facilities, and property are detailed below:
December 31,
Software
Buildings
Leasehold improvements
Information technology equipment
Furniture and equipment
Telecommunications equipment
Construction in progress
Land
Total equipment, office facilities, and property
Accumulated depreciation and amortization
Total equipment, office facilities, and property – net
2016
1,335
807
342
299
190
67
26
168
3,234
(1,935)
1,299
$
$
2015
1,183
771
322
273
177
78
18
110
2,932
(1,787)
1,145
$
$
Depreciation and amortization expense for equipment, office facilities, and property was $197 million, $179 million, and
$155 million in 2016, 2015, and 2014, respectively.
8.
Intangible Assets and Goodwill
Intangible assets and goodwill are detailed below:
December 31, 2016
December 31, 2015
Gross
Net
Gross
Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Value
Amortization
Value
Value
Amortization
Value
Client relationships
Technology
Trade name
$
274 $
89
16
Total intangible assets
$
379 $
169
56
10
235
$
$
105 $
33
6
144 $
274 $
89
16
379 $
144
47
7
198
$
$
130
42
9
181
Amortization expense for intangible assets was $37 million, $45 million, and $44 million, in 2016, 2015, and 2014,
respectively.
Estimated future annual amortization expense for intangible assets as of December 31, 2016, is as follows:
2017
2018
2019
2020
2021
Thereafter
Total intangible assets
$
$
37
30
27
22
15
13
144
- 75 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The changes in the carrying amount of goodwill, as allocated to the Company’s reportable segments for purposes of testing
goodwill for impairment going forward, are presented in the following table:
Balance at December 31, 2014
Goodwill acquired and other changes during the period (1)
Balance at December 31, 2015
Goodwill acquired and other changes during the period
Balance at December 31, 2016
Investor
Services
Advisor
Services
$
$
1,127
(31)
1,096
-
$
1,096
$
100
31
131
-
131
$
Total
1,227
-
1,227
-
$
1,227
(1) During 2015, the Corporate Brokerage Retirement Services business was transferred from the Investor Services segment
to the Advisor Services segment. Related goodwill amounts were transferred from the Investor Services segment to the
Advisor Services segment.
In testing for potential impairment of goodwill on April 1, 2016, management performed an assessment of each of the
Company’s reporting units. As a result of this assessment, management concluded that goodwill was not impaired. The
Company did not recognize any goodwill impairment in 2016, 2015, or 2014.
9.
Other Assets
The components of other assets are as follows:
December 31,
Accounts receivable (1)
Interest and dividends receivable
Other investments (2)
Deferred tax asset – net
Prepaid expenses
Other (3)
Total other assets
2016
451 $
325
324
143
90
75
1,408 $
2015
388
241
180
145
101
106
1,161
$
$
(1) Accounts receivable includes accrued service fee income and a receivable from the Company’s loan servicer.
(2) Other investments include LIHTC investments and investments in stock of the Federal Home Loan Bank of San
Francisco. FHLB stock can only be sold to the issuer at its par value. Any cash dividends received from these
investments are recognized as interest income in the Consolidated Statements of Income.
(3) Adjusted for retrospective adoption of ASU 2015-03. See New Accounting Standards in Note 2 for additional
information.
10.
Variable Interest Entities
A VIE requires consolidation by the entity’s primary beneficiary. The Company evaluates all entities in which it has a
financial interest to determine if the entity is a VIE and if so, whether the Company is the primary beneficiary. See
“Principles of Consolidation” in Note 1 for discussion of the Company’s evaluations of VIEs and whether it is deemed to be
the primary beneficiary of any VIEs in which it holds an interest. The Company was not the primary beneficiary of, and
therefore, not required to consolidate any VIEs during 2016, 2015, or 2014.
Community Reinvestment Act investments
Schwab Bank is subject to the CRA. The CRA is intended to encourage banks to help meet the credit needs of the
communities in which they operate, including low and moderate income neighborhoods, consistent with safe and sound
banking operations. As part of Schwab Bank’s community reinvestment initiatives, Schwab Bank invests with other
institutional investors in funds that make equity investments in multifamily affordable housing properties. Schwab Bank
receives tax credits and other tax benefits for these investments. Schwab Bank’s LIHTC investments are accounted for using
- 76 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
the proportional amortization method. See Note 2 for discussion of the application of the proportional amortization method.
Amortization, tax credits, and other tax benefits recognized in relation to LIHTC investments are included in taxes on income
on the consolidated statements of income. As of December 31, 2016 and 2015, the majority of the Company’s VIEs related to
Schwab Bank’s LIHTC investments.
The carrying value of the LIHTC investments was $189 million and $104 million as of December 31, 2016 and 2015,
respectively, which is included in other assets on the consolidated balance sheets. Schwab Bank recorded liabilities of
$135 million and $84 million for unfunded commitments related to LIHTC investments at December 31, 2016 and 2015,
respectively, which are included in accrued expenses and other liabilities on the consolidated balance sheets. Schwab Bank’s
funding of these remaining commitments is dependent upon the occurrence of certain conditions and Schwab Bank expects to
pay substantially all of these commitments between 2017 and 2020.
Aggregate assets, liabilities and maximum exposure to loss
The aggregate assets, liabilities, and maximum exposure to loss from those VIEs in which the Company holds a variable
interest, but as to which the Company has concluded it is not the primary beneficiary, are summarized in the table below:
December 31, 2016
December 31, 2015
Aggregate
assets
Aggregate
liabilities
Maximum
exposure
to loss
Aggregate
assets
Aggregate
liabilities
Maximum
exposure
to loss
LIHTC Investments
Other CRA Investments (1)
$
Total
$
189
60
249
$
135
$
189
$
104
$
84
$
$
-
135
$
80
269
$
57
161
$
-
84
$
104
66
170
(1) Other CRA investments are recorded using either the cost method or the equity method. Aggregate assets are included in
either other assets or bank loans – net on the consolidated balance sheets.
The Company’s maximum exposure to loss would result from the loss of the investments, including any committed amounts.
During the years ended December 31, 2016 and 2015, the Company did not provide or intend to provide financial or other
support to the VIEs that it was not contractually required to provide.
11.
Bank Deposits
Bank deposits consist of interest-bearing and non-interest-bearing deposits as follows:
December 31,
Interest-bearing deposits:
Deposits swept from brokerage accounts
Checking
Savings and other
Total interest-bearing deposits
Non-interest-bearing deposits
Total bank deposits
2016
2015
$ 141,146 $ 108,137
12,822
7,896
128,855
647
$ 163,454 $ 129,502
13,842
7,792
162,780
674
12.
Payables to Brokers, Dealers, and Clearing Organizations
Payables to brokers, dealers, and clearing organizations include securities loaned of $2.0 billion and $2.2 billion at
December 31, 2016 and 2015, respectively. The cash collateral received from counterparties under securities lending
transactions was equal to or greater than the market value of the securities loaned at December 31, 2016 and 2015.
- 77 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
13.
Borrowings
Long-term debt was net of unamortized debt discounts/premiums and debt issuance costs of $24 million and $29 million at
December 31, 2016 and 2015, respectively.
December 31,
Senior Notes
Medium-Term Notes, Series A
Finance lease obligation
Total long-term debt
2015
2,553 (1)
249 (1)
75
2,877
(1) Balances as of December 31, 2015 have been recast as a result of the adoption of ASU 2015-03, to present debt issuance
2,558 $
250
68
2,876 $
2016
$
$
costs of $13 million as a direct deduction from the carrying amount of the associated debt liability, consistent with the
recording of debt discounts.
CSC has a Shelf Registration Statement on file with the SEC, which enables CSC to issue debt, equity, and other securities.
The Senior Notes outstanding at December 31, 2016, have maturities ranging from 2018 to 2026 and bear interest at a
weighted-average rate of 3.03% with interest payable semi-annually.
On November 13, 2015, CSC issued $350 million aggregate principal amount of Senior Notes that mature in 2026. The
Senior Notes have a fixed interest rate of 3.450% with interest payable semi-annually.
On March 10, 2015, CSC issued $625 million aggregate principal amount of Senior Notes that mature in 2018 and
$375 million aggregate principal amount of Senior Notes that mature in 2025. The Senior Notes due 2018 and 2025 have a
fixed interest rate of 1.50% and 3.00%, respectively, with interest payable semi-annually.
The Medium-Term Notes, Series A (Medium-Term Notes) outstanding at December 31, 2016, mature in 2017 and have a
fixed interest rate of 6.375% with interest payable semi-annually.
Schwab has a finance lease obligation related to an office building and land under a 20-year lease. The remaining finance
lease obligation of $68 million at December 31, 2016, is being reduced by a portion of the lease payments over the remaining
lease term of eight years.
Annual maturities on long-term debt outstanding at December 31, 2016, are as follows:
2017
2018
2019
2020
2021
Thereafter
Total maturities
Unamortized discount, net
Debt issuance costs
Total long-term debt
$
$
258
908
8
709
9
1,008
2,900
(14)
(10)
2,876
Short-term borrowings: Schwab Bank maintains a secured credit facility with the FHLB. Amounts available under this
facility are dependent on the amount of Schwab Bank’s First Mortgages, HELOCs, and the fair value of certain of Schwab
Bank’s investment securities that are pledged as collateral. During 2016, Schwab Bank used borrowings under this agreement
to purchase investment securities prior to bulk transfers. No amounts were outstanding under this facility as of December 31,
2016 or 2015. As a condition of the borrowings, Schwab Bank purchased $152 million of FHLB stock, recorded at par, and
sold $88 million of FHLB stock in 2016, with the net investment recorded in other assets on the consolidated balance sheets.
Schwab Bank sold $8 million of FHLB stock during 2015.
- 78 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
CSC has authorization from its Board of Directors to issue Commercial Paper Notes not to exceed $1.5 billion. Management
has set a current limit for the commercial paper program not to exceed the amount of the committed, unsecured credit facility,
which was $750 million at December 31, 2016. The maturities of the Commercial Paper Notes may vary, but are not to
exceed 270 days from the date of issue. The commercial paper is not redeemable prior to maturity and cannot be voluntarily
prepaid. The proceeds of the commercial paper program are to be used for general corporate purposes. CSC had no
borrowings of Commercial Paper Notes outstanding at December 31, 2016 or 2015.
CSC maintains a $750 million committed, unsecured credit facility with a group of banks, which is scheduled to expire in
June 2017. This facility replaced a similar facility that expired in June 2016. The funds under this facility are available for
general corporate purposes. The financial covenants require Schwab to maintain a minimum net capital ratio, as defined,
Schwab Bank to be well capitalized, as defined, and CSC to maintain a minimum level of stockholders’ equity, adjusted to
exclude AOCI. At December 31, 2016, the minimum level of stockholders’ equity required under this facility was
$10.2 billion (CSC’s stockholders’ equity, excluding AOCI, at December 31, 2016, was $16.6 billion). There were no
borrowings outstanding under these facilities at December 31, 2016 or 2015.
To manage short-term liquidity, Schwab maintains uncommitted, unsecured bank credit lines with several banks. There were
no borrowings outstanding under these lines at December 31, 2016 or 2015.
14.
Commitments and Contingencies
Operating leases: The Company has non-cancelable operating leases for office space and equipment. Future annual
minimum rental commitments under these leases, net of contractual subleases are as follows:
December 31, 2016
2017
2018
2019
2020
2021
Thereafter
Total
Operating
Leases
Subleases
Net
$
$
137
109
84
73
64
318
785
$
$
29
8
4
4
5
2
52
$
$
108
101
80
69
59
316
733
Certain leases contain provisions for renewal options, purchase options, and rent escalations based on increases in certain
costs incurred by the lessor. Rent expense relating to operating leases was $123 million, $116 million, and $114 million in
2016, 2015, and 2014, respectively.
Purchase obligations: The Company has purchase obligations for services such as advertising and marketing,
telecommunications, professional services, and hardware- and software-related agreements. The Company has purchase
obligations as follows:
December 31, 2016
2017
2018
2019
2020
2021
Thereafter
Total
$
$
211
88
44
21
20
200
584
Guarantees and indemnifications: The Company has clients that sell (i.e., write) listed option contracts that are cleared by the
Options Clearing Corporation – a clearing house that establishes margin requirements on these transactions. The Company
partially satisfies the margin requirements by arranging unsecured standby LOCs, in favor of the Options Clearing
- 79 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Corporation, which are issued by several banks. At December 31, 2016, the aggregate face amount of these LOCs totaled
$295 million. There were no funds drawn under any of these LOCs at December 31, 2016. In connection with its securities
lending activities, the Company is required to provide collateral to certain brokerage clients. The Company satisfies the
collateral requirements by providing cash as collateral.
The Company also provides guarantees to securities clearing houses and exchanges under standard membership agreements,
which require members to guarantee the performance of other members. Under the agreements, if another member becomes
unable to satisfy its obligations to the clearing houses and exchanges, other members would be required to meet shortfalls.
The Company’s liability under these arrangements is not quantifiable and may exceed the cash and securities it has posted as
collateral. The potential requirement for the Company to make payments under these arrangements is remote. Accordingly,
no liability has been recognized for these guarantees.
Legal contingencies: The Company is subject to claims and lawsuits in the ordinary course of business, including
arbitrations, class actions and other litigation, some of which include claims for substantial or unspecified damages. The
Company is also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies.
The Company believes it has strong defenses in all significant matters currently pending and is contesting liability and any
damages claimed. Nevertheless, some of these matters may result in adverse judgments or awards, including penalties,
injunctions or other relief, and the Company may also determine to settle a matter because of the uncertainty and risks of
litigation. Described below are certain matters in which there is a reasonable possibility that a material loss could be incurred
or where the matter may otherwise be of significant interest to stockholders. Unless otherwise noted, the Company is unable
to provide a reasonable estimate of any potential liability given the stage of proceedings in the matter.
With respect to all other pending matters, based on current information and consultation with counsel, it does not appear
reasonably possible that the outcome of any such matter would be material to the financial condition, operating results or
cash flows of the Company. Predicting the outcome of a litigation or regulatory matter is inherently difficult, requiring
significant judgment and evaluation of various factors, including the procedural status of the matter and any recent
developments; prior experience and the experience of others in similar cases; available defenses, including potential
opportunities to dispose of a case on the merits or procedural grounds before trial (e.g., motions to dismiss or for summary
judgment); the progress of fact discovery; the opinions of counsel and experts regarding potential damages; potential
opportunities for settlement and the status of any settlement discussions; and potential insurance coverage and
indemnification. It may not be possible to reasonably estimate potential liability, if any, or a range of potential liability until
the matter is closer to resolution – pending, for example, further proceedings, the outcome of key motions or appeals, or
discussions among the parties. Numerous issues may have to be developed, such as discovery of important factual matters
and determination of threshold legal issues, which may include novel or unsettled questions of law. Reserves are established
or adjusted or further disclosure and estimates of potential loss are provided as the matter progresses and more information
becomes available.
Total Bond Market Fund Litigation: On August 28, 2008, a class action lawsuit was filed in the U.S. District Court for the
Northern District of California on behalf of investors in the Schwab Total Bond Market Fund™. The lawsuit, which alleged
violations of state law and federal securities law in connection with the fund’s investment policy, named CSIM, Schwab
Investments (registrant and issuer of the fund’s shares) and certain current and former fund trustees as defendants.
Allegations include that the fund improperly deviated from its stated investment objectives by investing in collateralized
mortgage obligations (CMOs) and investing more than 25% of fund assets in CMOs and mortgage-backed securities without
obtaining a shareholder vote. Plaintiff seeks unspecified compensatory and rescission damages, unspecified equitable and
injunctive relief, costs and attorneys’ fees. Plaintiff’s federal securities law claim and certain of plaintiff’s state law claims
were dismissed. On August 8, 2011, the court dismissed plaintiff’s remaining claims with prejudice. Plaintiff appealed to the
Ninth Circuit, which issued a ruling on March 9, 2015 reversing the district court’s dismissal of the case and remanding the
case for further proceedings. Plaintiff filed a fourth amended complaint on June 25, 2015, and in decisions issued October 6,
2015 and February 23, 2016, the court dismissed all claims with prejudice. Plaintiff has appealed to the Ninth Circuit, where
the case is again pending.
Other Matters: On April 16, 2012, optionsXpress was charged by the SEC in an administrative proceeding alleging violations
of its close-out obligations under Regulation SHO (short sale delivery rules) in connection with certain customer trading
- 80 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
activity. Following trial, in a decision issued June 7, 2013, the judge held that optionsXpress had violated Regulation SHO
and aided and abetted fraudulent trading activity by its customer, and ordered optionsXpress and the customer to pay
disgorgement and penalties in an amount that would not be material. The Company appealed to the SEC, and in a decision
issued August 18, 2016 and amended September 13, 2016, the SEC dismissed all fraud charges but affirmed the violations of
Regulation SHO and the financial sanctions imposed by its administrative law judge. This matter is now concluded.
15.
Financial Instruments Subject to Off-Balance Sheet Credit Risk or Concentration Risk
Off-Balance Sheet Credit Risk
Resale and repurchase agreements: Schwab enters into collateralized resale agreements principally with other broker-
dealers, which could result in losses in the event the counterparty fails to purchase the securities held as collateral for the cash
advanced and the fair value of the securities declines. To mitigate this risk, Schwab requires that the counterparty deliver
securities to a custodian, to be held as collateral, with a fair value at or in excess of the resale price. Schwab also sets
standards for the credit quality of the counterparty, monitors the fair value of the underlying securities as compared to the
related receivable, including accrued interest, and requires additional collateral where deemed appropriate. Schwab utilizes
the collateral provided under these resale agreements to meet obligations under broker-dealer client protection rules, which
place limitations on its ability to access such segregated securities. For Schwab to repledge or sell this collateral, it would be
required to deposit cash and/or securities of an equal amount into its segregated reserve bank accounts in order to meet its
segregated cash and investment requirement. The Company’s resale agreements are not subject to master netting
arrangements.
Securities lending: The Company loans brokerage client securities temporarily to other brokers in connection with its
securities lending activities and receives cash as collateral for the securities loaned. Increases in security prices may cause the
fair value of the securities loaned to exceed the amount of cash received as collateral. In the event the counterparty to these
transactions does not return the loaned securities or provide additional cash collateral, the Company may be exposed to the
risk of acquiring the securities at prevailing market prices in order to satisfy its client obligations. The Company mitigates
this risk by requiring credit approvals for counterparties, monitoring the fair value of securities loaned, and requiring
additional cash as collateral when necessary. The Company borrows securities from other broker-dealers to fulfill short sales
by brokerage clients and delivers cash to the lender in exchange for the securities. The fair value of these borrowed securities
was $213 million and $72 million at December 31, 2016 and 2015, respectively. All of the Company’s securities lending
transactions are subject to enforceable master netting arrangements with other broker-dealers; however, the Company does
not net securities lending transactions. Therefore, the Company’s securities loaned and securities borrowed are presented
gross in the consolidated balance sheets.
- 81 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The following table presents information about the Company’s resale agreements and securities lending activity to enable the
users of the Company’s financial statements to evaluate the potential effect of rights of setoff between these recognized assets
and recognized liabilities at December 31, 2016 and 2015.
Gross Amounts Net Amounts
Consolidated Balance Sheets
Gross Amounts Not Offset in the
Gross
Assets/
Liabilities
Offset in the
Consolidated
Presented in the
Consolidated
Balance Sheets Balance Sheets
Counterparty
Net
Offsetting
Collateral
Amount
December 31, 2016
Assets:
Resale agreements (1)
Securities borrowed (3)
Total
Liabilities:
Securities loaned (4,5)
Total
December 31, 2015
Assets:
Resale agreements (1)
Securities borrowed (3)
Total
Liabilities:
Securities loaned (4,5)
Total
$
9,547
393
9,940
1,996
1,996
8,088
198
8,286
2,233
2,233
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
-
-
-
-
-
-
-
-
-
-
$
$
$
$
$
$
$
$
9,547
393
9,940
1,996
1,996
8,088
198
8,286
2,233
2,233
$
$
$
$
$
$
$
$
-
(200)
(200)
(200)
(200)
-
(70)
(70)
(70)
(70)
$
$
$
$
$
(9,547) (2)
(189)
(9,736)
(1,660)
(1,660)
(8,088) (2)
(127)
$
(8,215)
$
$
(1,990)
(1,990)
$
$
$
$
$
$
$
$
-
4
4
136
136
-
1
1
173
173
Included in cash and investments segregated and on deposit for regulatory purposes in the Company’s consolidated balance sheets.
(1)
(2) Actual collateral was greater than or equal to 102% of the related assets. At December 31, 2016 and 2015, the fair value of collateral
received in connection with resale agreements that are available to be repledged or sold was $9.8 billion and $8.2 billion, respectively.
Included in receivables from brokers, dealers, and clearing organizations in the Company’s consolidated balance sheets.
Included in payables to brokers, dealers, and clearing organizations in the Company’s consolidated balance sheets.
(3)
(4)
(5) Securities loaned are predominantly comprised of equity securities held in client brokerage accounts with overnight and continuous
remaining contractual maturities.
Client trade settlement: The Company is obligated to settle transactions with brokers and other financial institutions even if
the Company’s clients fail to meet their obligations to the Company. Clients are required to complete their transactions on
settlement date, generally three business days after the trade date. If clients do not fulfill their contractual obligations, the
Company may incur losses. The Company has established procedures to reduce this risk by requiring deposits from clients in
excess of amounts prescribed by regulatory requirements for certain types of trades, and therefore the potential to make
payments under these client transactions is remote. Accordingly, no liability has been recognized for these transactions.
- 82 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Margin lending: Clients with margin loans have agreed to allow the Company to pledge collateralized securities in their
brokerage accounts in accordance with federal regulations. The following table summarizes the fair value of client securities
available, under such regulations, for the Company to utilize as collateral, and the amounts pledged by the Company.
December 31,
Fair value of client securities available to be pledged
Fair value of client securities pledged for:
Securities lending to other broker-dealers
Fulfillment of client short sales
Fulfillment of requirements with the Options Clearing Corporation (1)
Total collateral pledged
2016
$
21,516 $
2015
22,385
1,626
2,048
1,519
5,193 $
1,935
1,344
1,450
4,729
$
Note: Excludes amounts available and pledged for securities lending from fully-paid client securities. The fair value of fully-paid client
securities available and pledged was $58 million as of December 31, 2016 and $43 million as of December 31, 2015.
(1) Client securities pledged to fulfill client margin requirements for open option contracts established with the Options Clearing
Corporation.
Financial Guarantees: See Note 14 for additional information.
Concentration Risk
The Company has exposure to concentration risk when holding large positions of financial instruments collateralized by
assets with similar economic characteristics or in securities of a single issuer or industry.
The fair value of the Company’s investments in mortgage-backed securities totaled $105.9 billion at December 31, 2016. Of
these, $104.9 billion were issued by U.S. agencies and $1.0 billion were issued by private entities (non-agency securities).
The fair value of the Company’s investments in mortgage-backed securities totaled $72.3 billion at December 31, 2015. Of
these, $71.0 billion were issued by U.S. agencies and $1.3 billion were non-agency securities. These U.S. agency and non-
agency securities are included in investment securities in the consolidated balance sheets.
The fair value of the Company’s investments in corporate debt securities and commercial paper totaled $10.6 billion and
$11.1 billion at December 31, 2016 and 2015, respectively. At December 31, 2016, approximately 48% of these investments
were issued by institutions in the financial services industry. These securities are included in investment securities, cash and
cash equivalents, and other securities owned.
The Company’s bank loans include $8.2 billion and $7.5 billion of adjustable rate First Mortgages at December 31, 2016 and
2015, respectively. At December 31, 2016, approximately 36% of these mortgages consisted of loans with interest-only
payment terms. At December 31, 2016, the interest rates on approximately 58% of these interest-only loans are not scheduled
to reset for three or more years. For additional detail on concentrations in bank loans, see Note 6.
Fees received from Schwab’s proprietary mutual funds and ETFs represented 13%, 8%, and 7% of the Company’s net
revenues in 2016, 2015, and 2014, respectively. Except for Schwab’s proprietary mutual funds and ETFs, which are
considered a single client for purposes of this computation, no single client accounted for more than 10% of the Company’s
net revenues in 2016, 2015, or 2014. Substantially all of the Company’s revenues and assets are generated or located in the
U.S. The percentage of Schwab’s total client accounts located in California was 23% at December 31, 2016, 2015, and 2014.
The Company also has exposure to concentration risk from its margin and securities lending activities collateralized by
securities of a single issuer or industry. This concentration risk is mitigated by collateral arrangements that require the fair
value of such collateral exceeds the amounts loaned, as described above.
- 83 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
16.
Fair Values of Assets and Liabilities
For a description of the fair value hierarchy and the Company’s fair value methodologies, including the use of independent
third-party pricing services, see Note 2. The Company did not transfer any assets or liabilities between Level 1, Level 2, or
Level 3 during 2016 or 2015. In addition, the Company did not adjust prices received from the primary independent third-
party pricing service at December 31, 2016 or 2015.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present the fair value hierarchy for assets measured at fair value on a recurring basis. Liabilities
recorded at fair value were not material, and therefore are not included in the following tables:
December 31, 2016
Cash equivalents:
Money market funds
Total cash equivalents
Investments segregated and on deposit for
regulatory purposes:
Certificates of deposit
U.S. Government securities
Total investments segregated and on deposit for
regulatory purposes
Other securities owned:
Equity and bond mutual funds
Schwab Funds® money market funds
State and municipal debt obligations
Equity, U.S. Government and corporate debt, and
other securities
Total other securities owned
Available for sale securities:
U.S. agency mortgage-backed securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
U.S. state and municipal securities
Commercial paper
Non-agency commercial mortgage-backed securities
Total available for sale securities
Total
$
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Balance at
Fair Value
$
1,514
1,514
$
-
-
$
-
-
$
1,514
1,514
-
-
-
272
108
-
2
382
-
-
-
-
-
-
-
-
-
-
1,896
2,525
6,111
8,636
-
-
41
26
67
33,195
20,335
9,852
8,623
2,071
1,907
1,123
214
45
77,365
86,068
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,525
6,111
8,636
272
108
41
28
449
33,195
20,335
9,852
8,623
2,071
1,907
1,123
214
45
77,365
87,964
$
- 84 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Balance at
Fair Value
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
1,968
360
2,328
3,430
4,517
7,947
205
261
50
17
533
22,149
21,485
10,747
5,704
1,683
3,150
424
299
5
65,646
76,454
$
December 31, 2015
Cash equivalents:
Money market funds
Commercial paper
Total cash equivalents
$
1,968
-
1,968
$
-
360
360
$
Investments segregated and on deposit for
regulatory purposes:
Certificates of deposit
U.S. Government securities
Total investments segregated and on deposit for
regulatory purposes
Other securities owned:
Equity and bond mutual funds
Schwab Funds® money market funds
State and municipal debt obligations
Equity, U.S. Government and corporate debt, and
other securities
Total other securities owned
Available for sale securities:
U.S. agency mortgage-backed securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
U.S. state and municipal securities
Non-agency commercial mortgage-backed securities
Other securities
Total available for sale securities
Total
$
-
-
-
205
261
-
1
467
-
-
-
-
-
-
-
-
-
-
2,435
3,430
4,517
7,947
-
-
50
16
66
22,149
21,485
10,747
5,704
1,683
3,150
424
299
5
65,646
74,019
$
$
- 85 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Fair Value of Other Financial Instruments
Descriptions of the valuation methodologies and assumptions used to estimate the fair value of other financial instruments are
also described in Note 2. There were no significant changes in these methodologies or assumptions during 2016. The
following tables present the fair value hierarchy for other financial instruments:
December 31, 2016
Assets:
Cash and cash equivalents
Cash and investments segregated and
on deposit for regulatory purposes
Receivables from brokers, dealers, and
clearing organizations
Receivables from brokerage clients – net
Held to maturity securities:
U.S. agency mortgage-backed securities
Non-agency commercial mortgage-backed
securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Commercial paper
U.S. state and municipal securities
Total held to maturity securities
Bank loans: (1)
Residential real estate mortgages
Home equity loans and lines of credit
Pledged asset lines
Other
Total bank loans
Other assets
Total
Liabilities:
Bank deposits
Payables to brokers, dealers, and clearing
organizations
Payables to brokerage clients
Accrued expenses and other liabilities
Long-term debt
Total
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Carrying
Amount
Significant
Significant
Other Observable Unobservable
Inputs
(Level 2)
Inputs
(Level 3)
Balance at
Fair Value
$
9,314
$
-
$
9,314
$
-
$
9,314
13,533
728
17,151
72,439
997
941
436
223
99
68
75,203
9,134
2,350
3,851
94
15,429
328
$ 131,686
$ 163,454
2,407
35,894
1,169
2,876
$ 205,800
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13,533
728
17,151
71,677
1,004
941
436
219
99
68
74,444
9,064
2,458
3,851
94
15,467
328
$ 130,965
$
$ 163,454
$
2,407
35,894
1,169
2,941
$ 205,865
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13,533
728
17,151
71,677
1,004
941
436
219
99
68
74,444
9,064
2,458
3,851
94
15,467
328
$ 130,965
$ 163,454
2,407
35,894
1,169
2,941
$ 205,865
(1) The carrying value of bank loans excludes the allowance for loan losses of $26 million at December 31, 2016.
- 86 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
December 31, 2015
Assets:
Cash and cash equivalents
Cash and investments segregated and
on deposit for regulatory purposes
Receivables from brokers, dealers, and
clearing organizations
Receivables from brokerage clients – net
Held to maturity securities:
U.S. agency mortgage-backed securities
Non-agency commercial mortgage-backed
securities
U.S. Treasury securities
Total held to maturity securities
Bank loans: (1)
Residential real estate mortgages
Home equity loans and lines of credit
Pledged asset lines
Other
Total bank loans
Other assets
Total
Liabilities:
Bank deposits
Payables to brokers, dealers, and clearing
organizations
Payables to brokerage clients
Accrued expenses and other liabilities
Long-term debt (2)
Total
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Carrying
Amount
Significant
Significant
Other Observable Unobservable
Inputs
(Level 2)
Inputs
(Level 3)
Balance at
Fair Value
$
9,650
$
11,647
582
17,310
48,785
999
223
50,007
8,334
2,735
3,232
64
14,365
184
$ 103,745
$ 129,502
2,588
33,185
1,115
2,877
$ 169,267
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
9,650
$
11,647
582
17,310
48,883
985
220
50,088
8,347
2,857
3,232
64
14,500
184
$ 103,961
$ 129,502
2,588
33,185
1,115
2,967
$ 169,357
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
9,650
11,647
582
17,310
48,883
985
220
50,088
8,347
2,857
3,232
64
14,500
184
$ 103,961
$ 129,502
2,588
33,185
1,115
2,967
$ 169,357
(1) The carrying value of bank loans excludes the allowance for loan losses of $31 million at December 31, 2015.
(2) The amounts as of December 31, 2015 have been recast as a result of the adoption of ASU 2015-03, to present debt issuance costs of
$13 million as a direct deduction from the carrying amount of the associated debt liability, consistent with the recording of debt
discounts.
- 87 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
17.
Stockholders’ Equity
The Company did not issue any shares of common stock during 2016, 2015, and 2014, respectively.
The Company was authorized to issue 9,940,000 shares of preferred stock, $0.01 par value, at December 31, 2016 and 2015.
The Company’s preferred stock issued and outstanding is as follows:
December 31,
2016
Shares
Issued and
Outstanding Preference Liquidation Carrying
(In thousands) Per Share Preference
Liquidation
Value
2015
Shares
Issued and
Liquidation
Outstanding Preference Liquidation Carrying
(In thousands) Per Share Preference
Value
Series A
Series B
Series C
Series D
Series E
Total Preferred Stock
400
485
600
750
6
2,241
$
1,000 $
1,000
1,000
1,000
100,000
$
400 $
485
600
750
600
2,835 $
397
482
585
728
591
2,783
400
485
600
-
-
1,485
$
1,000 $
1,000
1,000
-
-
$
400 $
485
600
-
-
1,485 $
396
480
583
-
-
1,459
The Series A Preferred Stock has no stated maturity and has a fixed dividend rate of 7.000% until February 2022 and a
floating rate equal to three-month LIBOR plus 4.820% thereafter. During the fixed rate period, dividends, if declared, will be
payable semi-annually in arrears. During the floating rate period, dividends, if declared, will be payable quarterly in arrears.
Dividends are not cumulative. Under the terms of the Series A Preferred Stock, the Company’s ability to pay dividends on,
make distributions with respect to, or to repurchase, redeem or acquire its common stock or any preferred stock ranking on
parity with or junior to the Series A Preferred Stock, is subject to restrictions in the event that the Company does not declare
and either pay or set aside a sum sufficient for payment of dividends on the Series A Preferred Stock for the immediately
preceding dividend period. The Series A Preferred Stock is redeemable at the Company’s option, in whole or in part, on any
dividend payment date on or after February 1, 2022 or, in whole but not in part, within 90 days following a regulatory capital
treatment event as defined in its Certificate of Designations.
The Series B Preferred Stock has no stated maturity and has a fixed dividend rate of 6.00%. Dividends, if declared, will be
payable quarterly in arrears. Dividends are not cumulative. Under the terms of the Series B Preferred Stock, the Company’s
ability to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any
preferred stock ranking on parity with or junior to the Series B Preferred Stock, is subject to restrictions in the event that the
Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series B Preferred
Stock for the immediately preceding dividend period. The Series B Preferred Stock is redeemable at the Company’s option,
in whole or in part, on any dividend payment date on or after September 1, 2017 or, in whole but not in part, within 90 days
following a regulatory capital treatment event as defined in its Certificate of Designations.
On August 3, 2015, the Company issued and sold 24 million depositary shares, each representing a 1/40th ownership interest
in a share of 6.00% non-cumulative perpetual preferred stock, Series C, $0.01 par value, with a liquidation preference of
$1,000 per share (equivalent to $25 per depositary share).
The Series C Preferred Stock has no stated maturity and a fixed dividend rate of 6.00%. Dividends, if declared, will be
payable quarterly in arrears. Dividends are not cumulative. Under the terms of the Series C Preferred Stock, the Company’s
ability to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any
preferred stock ranking on parity with or junior to the Series C Preferred Stock, is subject to restrictions in the event that the
Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series C Preferred
Stock for the immediately preceding dividend period. The Series C Preferred Stock is redeemable at the Company’s option,
in whole or in part, on any dividend payment date on or after December 1, 2020 or, in whole but not in part, within 90 days
following a regulatory capital treatment event as defined in its Certificate of Designations.
On March 7, 2016, the Company issued and sold 30 million depositary shares, each representing a 1/40th ownership interest
in a share of 5.95% non-cumulative perpetual preferred stock, Series D, $0.01 par value, with a liquidation preference of
$1,000 per share (equivalent to $25 per depositary share).
- 88 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The Series D Preferred Stock has no stated maturity and a fixed dividend rate of 5.95%. Dividends, if declared, will be
payable quarterly in arrears. Dividends are not cumulative. Under the terms of the Series D Preferred Stock, the Company’s
ability to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any
preferred stock ranking on parity with or junior to the Series D Preferred Stock, is subject to restrictions in the event that the
Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series D Preferred
Stock for the immediately preceding dividend period. The Series D Preferred Stock is redeemable at the Company’s option,
in whole or in part, on any dividend payment date on or after June 1, 2021 or, in whole but not in part, within 90 days
following a regulatory capital treatment event as defined in its Certificate of Designations.
On October 31, 2016, the Company issued and sold 600,000 depositary shares, each representing a 1/100th ownership interest
in a share of fixed-to-floating rate non-cumulative perpetual preferred stock, Series E, $0.01 par value, with a liquidation
preference of $100,000 per share (equivalent to $1,000 per depositary share).
The Series E Preferred Stock has no stated maturity and a fixed dividend rate of 4.625% through February 28, 2022, payable
semi-annually in arrears, and thereafter at a floating rate of three-month LIBOR plus a fixed spread of 3.315%, payable
quarterly in arrears. Dividends are not cumulative. Under the terms of the Series E Preferred Stock, the Company’s ability to
pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any preferred
stock ranking on parity with or junior to the Series E Preferred Stock, is subject to restrictions in the event that the Company
does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series E Preferred Stock for the
immediately preceding dividend period. The Series E Preferred Stock is redeemable at the Company’s option, in whole or in
part, on any dividend payment date on or after March 1, 2022 or, in whole but not in part, within 90 days following a
regulatory capital treatment event as defined in its Certificate of Designations.
18.
Accumulated Other Comprehensive Income
AOCI represents cumulative gains and losses that are not reflected in earnings. The components of other comprehensive
income (loss) are as follows:
Year Ended December 31,
Before
tax
2016
Tax
effect
Net of Before
tax
tax
2015
Tax
effect
Net of Before
tax
tax
2014
Tax
effect
Net of
tax
Change in net unrealized gain (loss) on
available for sale securities:
Net unrealized gain (loss)
Reclassification of impairment charges
included in net impairment losses on
securities
$
Other reclassifications included in
(44) $
16 $
(28)
$ (477) $
178 $ (299) $
255 $
(95) $
160
other revenue
(4)
2
(2)
Change in net unrealized gain (loss) on
-
-
-
-
-
-
-
-
-
1
(1)
-
(7)
3
(4)
available for sale securities
Other
Other comprehensive income (loss)
(48)
1
(47) $
18
-
18 $
(30)
1
(29)
(477)
-
$ (477) $
178 (299)
-
-
178 $ (299) $
249
-
249 $
(93)
-
(93) $
156
-
156
$
- 89 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
AOCI balances are as follows:
Balance at December 31, 2013
Net unrealized gain (loss) on available for sale securities
Balance at December 31, 2014
Net unrealized gain (loss) on available for sale securities
Balance at December 31, 2015
Net unrealized gain (loss) on available for sale securities
Other
Balance at December 31, 2016
Total
Accumulated Other
Comprehensive Income
$
$
$
$
9
156
165
(299)
(134)
(30)
1
(163)
19.
Employee Incentive, Retirement, Deferred Compensation, and Career Achievement Plans
The Company’s share-based incentive plans provide for granting options and restricted stock units to employees, officers,
and directors. In addition, the Company offers retirement and employee stock purchase plans to eligible employees and
sponsors deferred compensation plans for eligible officers and non-employee directors.
A summary of the Company’s share-based compensation expense and related income tax benefit is as follows:
Year Ended December 31,
Stock option expense
Restricted stock unit expense
Employee stock purchase plan expense
Total share-based compensation expense
Income tax benefit on share-based compensation expense
2016
2015
45 $
89
7
141 $
$
(53)
46 $
83
6
135 $
$
(51)
2014
44
66
5
115
(43)
$
$
$
The Company issues shares for stock options and restricted stock units from treasury stock. At December 31, 2016, the
Company was authorized to grant up to 50 million common shares under its existing stock incentive plans. Additionally, at
December 31, 2016, the Company had 38 million shares reserved for future issuance under its employee stock purchase plan.
As of December 31, 2016, there was $254 million of total unrecognized compensation cost related to outstanding stock
options and restricted stock units, which is expected to be recognized through 2020 with a remaining weighted-average
service period of 1.9 years for stock options, 2.5 years for restricted stock units, and 0.5 years for performance stock units.
Stock Option Plan
Options are granted for the purchase of shares of common stock at an exercise price not less than market value on the date of
grant, and expire within seven or ten years from the date of grant. Options generally vest annually over a three- to five-year
period from the date of grant.
- 90 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The Company’s stock option activity is summarized below:
Number
of Options
(In millions)
Weighted-
Average
Exercise Price
per Share
Weighted-
Average
Remaining
Contractual
Life (in years)
Aggregate
Intrinsic
Value
Outstanding at December 31, 2015
Granted
Exercised
Forfeited
Expired
Outstanding at December 31, 2016
Vested and expected to vest at December 31, 2016
Vested and exercisable at December 31, 2016
40
6
(9)
-
-
37
37
23
$
$
$
$
19.82
30.05
16.77
26.59
22.57
22.12
22.03
17.94
6.50
6.47
5.21
$
$
$
649
646
505
The aggregate intrinsic value in the table above represents the difference between CSC’s closing stock price and the exercise
price of each in-the-money option on the last trading day of the period presented.
Information on stock options granted and exercised is presented below:
Year Ended December 31,
Weighted-average fair value of options granted per share
Cash received from options exercised
Tax benefit realized on options exercised
Aggregate intrinsic value of options exercised
$
2016
2015
8.73 $
144
38
149
8.56 $
90
22
90
2014
7.82
189
8
86
Management uses an option pricing model to estimate the fair value of options granted. The model takes into account the
contractual term of the stock option, expected volatility, dividend yield, and risk-free interest rate. Expected volatility is
based on the implied volatility of publicly-traded options on CSC’s stock. Dividend yield is based on the average historical
CSC dividend yield. The risk-free interest rate is based on the yield of a U.S. Treasury zero-coupon issue with a remaining
term similar to the contractual term of the option. Management uses historical option exercise data, which includes employee
termination data, to estimate the probability of future option exercises. Management uses the Black-Scholes model to solve
for the expected life of options. The assumptions used to value the Company’s options granted during the years presented and
their expected lives were as follows:
Year Ended December 31,
Weighted-average expected dividend yield
Weighted-average expected volatility
Weighted-average risk-free interest rate
Expected life (in years)
Restricted Stock Units
2016
1.22 %
30 %
1.8 %
4.7-7.3
2015
2014
1.22 %
28 %
2.2 %
4.7 - 7.5
1.20 %
28 %
2.4 %
4.4 - 7.2
Restricted stock units are awards that entitle the holder to receive shares of CSC’s common stock following a vesting period.
Restricted stock units are restricted from transfer or sale and generally vest annually over a three- to five-year period, while
performance-based restricted stock units also require the Company achieve certain financial or other measures prior to
vesting. The fair value of restricted stock units is based on the market price of the Company’s stock on the date of grant. The
grant date fair value is amortized to compensation expense on a straight-line basis over the requisite service period. The fair
value of the restricted stock units that vested during each of the years 2016, 2015, and 2014 was $105 million, $126 million,
and $116 million, respectively.
- 91 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The Company’s restricted stock units activity is summarized below:
Outstanding at December 31, 2015
Granted
Vested
Forfeited
Outstanding at December 31, 2016
Retirement Plan
Number
of Units
(In millions)
8
3
(3)
-
8
Weighted-
Average Grant
Date Fair Value
per Unit
$
$
25.84
30.64
22.53
25.80
29.41
Employees of the Company can participate in the Company’s qualified retirement plan, the SchwabPlan® Retirement Savings
and Investment Plan. The Company may match certain employee contributions or make additional contributions to this plan
at its discretion. The Company’s total expense was $83 million, $78 million, and $68 million in 2016, 2015, and 2014,
respectively.
Deferred Compensation Plans
The Company’s deferred compensation plan for officers permits participants to defer the receipt of certain cash
compensation. The Company’s deferred compensation plan for non-employee directors permits participants to defer receipt
of all or a portion of their director fees and to receive either a grant of stock options, or upon ceasing to serve as a director,
the number of shares of CSC’s common stock that would have resulted from investing the deferred fee amount into CSC’s
common stock. The deferred compensation liability was $135 million and $129 million at December 31, 2016 and 2015,
respectively.
FC Career Achievement Plan
The Company’s FC career achievement plan was implemented in January 2014 and is a noncontributory, unfunded,
nonqualified plan for eligible FCs. An FC is eligible for earned cash payments after retirement contingent upon meeting
certain performance levels, tenure, age and client transitioning requirements. Allocations to the plan are completed annually
by the Company and are subject to general creditors of the Company. Based on the performance level achieved, an FC will
receive an award calculated as a percentage of eligible compensation. Full vesting occurs when an FC reaches 60 years of age
and has at least ten years of service with the Company. The Company is using the Society of Actuaries MP-2016 mortality
improvement scale for its mortality assumptions.
The following table presents the changes in projected benefit obligation:
December 31,
Projected benefit obligation at beginning of year
Service and interest cost
Actuarial (gain)/loss
Projected benefit obligation at end of year (1)
(1) This amount is recognized as a liability on the consolidated balance sheets and also depicts the accumulated benefit
17 $
7
2
26 $
2016
$
$
2015
8
8
1
17
obligation.
- 92 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The following table presents the net benefit cost and assumptions used to determine the net benefit cost:
December 31,
Service and interest cost
Net benefit cost
2016
2015
2014
$
$
7 $
7 $
8 $
8 $
6
6
Assumptions used to determine net benefit cost:
Discount rate
Rate of compensation increase
Investment crediting rate for notional account balances
4.62 %
3.00 %
6.50 %
4.19 %
3.00 %
6.50 %
5.30 %
3.00 %
6.50 %
The following table presents the components and amounts impacting AOCI:
December 31,
Net (gain)/loss
Amount recognized in AOCI
2016
2015
$
$
1 $
1 $
-
-
20.
Taxes on Income
The components of income tax expense are as follows:
Year Ended December 31,
2016
2015
2014
Current:
Federal
State
Total current
Deferred:
Federal
State
Total deferred
Taxes on income
$
980 $
109
1,089
740 $
99
839
13
2
15
1,104 $
(6)
(1)
(7)
832 $
$
747
72
819
(23)
(2)
(25)
794
- 93 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The temporary differences that created deferred tax assets and liabilities are detailed below:
December 31,
Deferred tax assets:
Employee compensation, severance, and benefits
Net unrealized loss on available for sale securities
Facilities lease commitments
Reserves and allowances
State and local taxes
Net operating loss carryforwards
Other
Total deferred tax assets
Valuation allowance
Deferred tax assets – net of valuation allowance
Deferred tax liabilities:
Depreciation and amortization
Capitalized internal-use software development costs
Other
Total deferred tax liabilities
Deferred tax asset – net (1)
(1) Amounts are included in other assets at December 31, 2016 and 2015, respectively.
2016
2015
$
216 $
97
25
25
17
5
-
385
(3)
382
221
80
28
28
14
6
1
378
(4)
374
(114)
(118)
(7)
(239)
143
$
(115)
(97)
(17)
(229)
145
$
A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
Year Ended December 31,
Federal statutory income tax rate
State income taxes, net of federal tax benefit
Other (1)
Effective income tax rate
2016
35.0 %
2.4
(0.5)
36.9 %
2015
35.0 %
2.6
(1.1)
36.5 %
2014
35.0 %
2.3
0.2
37.5 %
(1) Includes the impact of the recognition of net tax benefits attributable to changes in estimates for positions taken for tax
years 2011 to 2014 in 2015 and 2016.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
December 31,
Balance at beginning of year
Additions for tax positions related to the current year
Additions for tax positions related to prior years
Reductions for tax positions related to prior years
Reductions due to lapse of statute of limitations
Reductions for settlements with tax authorities
Balance at end of year
2016
2015
$
$
48
16
32
(2)
-
(1)
$
93
$
11
15
26
-
(4)
-
48
At December 31, 2016 and 2015, there are $85 million and $41 million, respectively, of unrecognized tax benefits that, if
recognized, would affect the annual effective tax rate.
The Company recognizes interest accrued related to unrecognized tax benefits in tax expense and penalties in other expense.
The Company had approximately $8 million and $6 million for the payment of interest and penalties accrued at
December 31, 2016 and 2015, respectively.
The Company and its subsidiaries are subject to routine examinations by the respective federal, state and applicable local
jurisdictions’ taxing authorities. Federal returns for 2011 through 2015 remain subject to examination. The years open to
examination by state and local governments vary by jurisdiction.
- 94 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
21.
Earnings Per Common Share
EPS is computed using the two-class method. Preferred stock dividends, and undistributed earnings and dividends allocated
to participating securities are subtracted from net income in determining net income available to common stockholders. Basic
EPS is computed by dividing net income available to common stockholders by the weighted-average number of common
shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that
the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive
potential common shares had been issued. Dilutive potential common shares include, if dilutive, the effect of outstanding
stock options and non-vested restricted stock units. EPS under the basic and diluted computations is as follows:
Year Ended December 31,
Net income
Preferred stock dividends and other (1)
Net income available to common stockholders
Weighted-average common shares outstanding — basic
Common stock equivalent shares related to stock incentive plans
Weighted-average common shares outstanding — diluted (2)
Basic EPS
Diluted EPS
(1)
$
2016
1,889
(143)
2015
1,447
(83)
$
2014
1,321
(60)
$
$
1,746
$
1,364
$
1,261
1,324
10
1,334
1.32
1.31
$
$
1,315
12
1,327
1.04
1.03
$
$
1,303
12
1,315
.96
.95
$
$
Includes preferred stock dividends and undistributed earnings and dividends allocated to non-vested restricted stock
units.
(2) Antidilutive stock options and restricted stock units excluded from the calculation of diluted EPS totaled 26 million,
23 million, and 24 million shares in 2016, 2015, and 2014, respectively.
22.
Regulatory Requirements
CSC is a savings and loan holding company and Schwab Bank, CSC’s depository institution subsidiary, is a federal savings
bank. CSC is subject to examination, supervision, and regulation by the Federal Reserve. Schwab Bank is subject to
examination, supervision, and regulation by the OCC, as its primary regulator, the FDIC as its deposit insurer, and the CFPB.
CSC is required to serve as a source of strength for Schwab Bank.
Schwab Bank is subject to various requirements and restrictions under federal and state laws, including regulatory capital
requirements and requirements that restrict and govern the terms of affiliate transactions, such as extensions of credit to, or
asset purchases from CSC or its other subsidiaries by Schwab Bank. In addition, Schwab Bank is required to provide notice
to and may be required to obtain approval of the OCC and the Federal Reserve to declare dividends to CSC. The federal
banking agencies have broad powers to enforce these regulations, including the power to terminate deposit insurance, impose
substantial fines and other civil and criminal penalties, and appoint a conservator or receiver. Under the Federal Deposit
Insurance Act, Schwab Bank could be subject to restrictive actions if it were to fall within one of the lowest three of five
capital categories. CSC and Schwab Bank are required to maintain minimum capital levels as specified in federal banking
regulations. Failure to meet the minimum levels could result in certain mandatory, and possibly additional discretionary
actions by the regulators that, if undertaken, could have a direct material effect on CSC and Schwab Bank. At December 31,
2016, both CSC and Schwab Bank met all of their respective capital requirements. Certain events, such as growth in bank
deposits and regulatory discretion, could adversely affect CSC’s or Schwab Bank’s ability to meet future capital
requirements.
- 95 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The regulatory capital and ratios for CSC and Schwab Bank are as follows:
December 31, 2016
Actual
Amount
Ratio
Minimum to be
Well Capitalized
Ratio
Amount
Minimum Capital
Requirement
Amount
Ratio
CSC
Common Equity Tier 1 Risk-Based Capital
Tier 1 Risk-Based Capital
Total Risk-Based Capital
Tier 1 Leverage
Schwab Bank
Common Equity Tier 1 Risk-Based Capital
Tier 1 Risk-Based Capital
Total Risk-Based Capital
Tier 1 Leverage
December 31, 2015
CSC
Common Equity Tier 1 Risk-Based Capital
Tier 1 Risk-Based Capital
Total Risk-Based Capital
Tier 1 Leverage
Schwab Bank
Common Equity Tier 1 Risk-Based Capital
Tier 1 Risk-Based Capital
Total Risk-Based Capital
Tier 1 Leverage
N/A Not Applicable.
$ 12,574
15,357
15,384
15,357
$ 11,878
11,878
11,904
11,878
$ 10,851
12,310
12,342
12,310
$ 9,314
9,314
9,345
9,314
18.4 %
22.5 %
22.6 %
7.2 %
19.8 %
19.8 %
19.9 %
7.0 %
18.2 %
20.7 %
20.7 %
7.1 %
18.1 %
18.1 %
18.1 %
7.1 %
N/A
N/A
N/A
N/A
$ 3,894
4,793
5,992
8,456
6.5 %
8.0 %
10.0 %
5.0 %
N/A
N/A
N/A
N/A
$ 3,349
4,121
5,152
6,594
6.5 %
8.0 %
10.0 %
5.0 %
$ 3,068
4,091
5,454
8,516
$ 2,696
3,595
4,793
6,765
$ 2,681
3,575
4,766
6,912
$ 2,318
3,091
4,121
5,275
4.5 %
6.0 %
8.0 %
4.0 %
4.5 %
6.0 %
8.0 %
4.0 %
4.5 %
6.0 %
8.0 %
4.0 %
4.5 %
6.0 %
8.0 %
4.0 %
Based on its regulatory capital ratios at December 31, 2016, Schwab Bank is considered well capitalized (the highest
category) under its respective regulatory capital rules. There are no conditions or events since December 31, 2016 that
management believes have changed Schwab Bank’s capital category.
The Federal Reserve requires Schwab Bank to maintain reserve balances at the Federal Reserve based on its deposits that are
considered to be transaction accounts. Schwab Bank’s average reserve requirements were $1.5 billion and $1.4 billion in
2016 and 2015, respectively.
Beginning on January 1, 2016, CSC and Schwab Bank became subject to a new capital conservation buffer requirement of
.625% of risk-weighted assets, increasing each year by .625% until fully implemented at 2.5% of risk-weighted assets in
January 2019. The capital conservation buffer is in addition to the minimum risk-based capital requirements described above.
Failure to maintain the capital conservation buffer would limit an entity’s ability to make capital distributions and
discretionary bonus payments to executive officers. At December 31, 2016, both CSC’s and Schwab Bank’s capital levels
exceeded the fully implemented capital conservation buffer requirement.
CSC’s principal broker-dealers are Schwab and optionsXpress. Schwab and optionsXpress are both subject to Rule 15c3-1
under the Securities Exchange Act of 1934 (the Uniform Net Capital Rule). Schwab and optionsXpress compute net capital
under the alternative method permitted by the Uniform Net Capital Rule. This method requires the maintenance of minimum
net capital, as defined, of the greater of 2% of aggregate debit balances arising from client transactions or a minimum dollar
requirement ($250,000), which is based on the type of business conducted by the broker-dealer. Under the alternative
method, a broker-dealer may not repay subordinated borrowings, pay cash dividends, or make any unsecured advances or
loans if such payment would result in a net capital amount of less than 5% of aggregate debit balances or less than 120% of
its minimum dollar requirement.
- 96 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
optionsXpress is also subject to Commodity Futures Trading Commission Regulation 1.17 (Reg. 1.17) under the Commodity
Exchange Act, which also requires the maintenance of minimum net capital. optionsXpress, as a futures commission
merchant, is required to maintain minimum net capital equal to the greater of its net capital requirement under Reg. 1.17
($1 million), or the sum of 8% of the total risk margin requirements for all positions carried in client accounts and 8% of the
total risk margin requirements for all positions carried in non-client accounts (as defined in Reg. 1.17).
Net capital and net capital requirements for Schwab and optionsXpress are as follows:
December 31, 2016
Schwab
optionsXpress
December 31, 2015
Schwab
optionsXpress
Minimum
Net Capital
Required
0.250
1
$
2% of
Aggregate
Debit Balances
$
$
355
8
Net Capital
in Excess of
Required
Net Capital
1,491
261
$
Net Capital
1,846
269
$
1,746
244
$
$
0.250
1
$
358
7
1,388
237
Schwab and optionsXpress are also subject to Rule 15c3-3 under the Securities Exchange Act of 1934 and other applicable
regulations, which require them to maintain cash or qualified securities in a segregated reserve account for the exclusive
benefit of clients. In accordance with Rule 15c3-3, Schwab and optionsXpress had portions of their cash and investments
segregated for the exclusive benefit of clients at December 31, 2016. Amounts included in cash and investments segregated
and on deposit for regulatory purposes represent actual balances on deposit, whereas cash and investments required to be
segregated and on deposit for regulatory purposes at December 31, 2016 for Schwab and optionsXpress totaled $23.3 billion.
On January 4, 2017, Schwab and optionsXpress deposited a net amount of $1.6 billion of cash into their segregated reserve
bank accounts. Cash and investments required to be segregated and on deposit for regulatory purposes at December 31, 2015
for Schwab and optionsXpress totaled $20.5 billion. On January 5, 2016, Schwab and optionsXpress deposited a net amount
of $1.4 billion of cash into their segregated reserve bank accounts.
23.
Segment Information
The Company’s two reportable segments are Investor Services and Advisor Services. The Company structures its operating
segments according to its clients and the services provided to those clients. The Investor Services segment provides retail
brokerage and banking services, retirement plan services, and other corporate brokerage services. The Advisor Services
segment provides custodial, trading, banking, and support services as well as retirement business services. Revenues and
expenses are allocated to the Company’s two segments based on which segment services the client.
The accounting policies of the segments are the same as those described in Note 2. For the computation of its segment
information, the Company utilizes an activity-based costing model to allocate traditional income statement line item expenses
(e.g., compensation and benefits, depreciation and amortization, and professional services) to the business activities driving
segment expenses (e.g., client service, opening new accounts, or business development) and a funds transfer pricing
methodology to allocate certain revenues.
The Company evaluates the performance of its segments on a pre-tax basis. Segment assets and liabilities are not used for
evaluating segment performance or in deciding how to allocate resources to segments. There are no revenues from
transactions between the segments.
- 97 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Financial information for the Company’s reportable segments is presented in the following table:
$
Year Ended December 31,
Net Revenues:
Asset management and
administration fees
Net interest revenue
Trading revenue
Other (2)
Provision for loan losses
Net impairment losses
on securities
Total net revenues
Expenses Excluding Interest (3)
Income before taxes on income $
Investor Services (1)
2015
2016
2014
2016
Advisor Services (1)
2015
2014
2,093
2,591
524
199
4
-
5,411
3,380
2,031
$
$
1,837
2,133
556
234
11
-
4,771
3,090
1,681
$
1,742 $
2,028
606
218
4
$
962
731
301
72
1
$
813
392
310
94
-
791 $
244
301
74
-
(1)
4,597
-
-
-
2,067
1,609
1,410
2,937
1,660 $
$
1,105
1,011
962 $
598 $
938
472 $
Capital expenditures
Depreciation and amortization
$
$
234 $
180 $
195 $
171 $
271 $
154 $
119 $
54 $
90 $
53 $
134 $
45 $
Unallocated
2015
2016
2014
2016
Total
2015
2014
- $
-
-
-
-
-
-
-
- $
- $
- $
$
-
-
-
-
-
-
-
-
- $
- $
- $
$
$
-
-
-
51
-
$
3,055
3,322
825
271
5
2,650
2,525
866
328
11
-
51
-
-
7,478
6,380
2,533
2,272
907
343
4
(1)
6,058
68
(17) $
4,485
2,993 $
4,101
2,279 $
3,943
2,115
- $
- $
353 $
234 $
285 $
224 $
405
199
(1)
The Corporate Brokerage Retirement Services business was transferred from the Investor Services segment to the Advisor Services segment in the fourth quarter of 2015.
Prior period information has been recast to reflect these changes.
(2) Unallocated amount includes a net insurance settlement of $45 million in 2014.
(3) Unallocated amount includes a charge of $68 million for estimated future severance benefits resulting from changes in the Company’s geographic footprint in 2014.
24.
The Charles Schwab Corporation – Parent Company Only Financial Statements
Condensed Statements of Income
Year Ended December 31,
Interest revenue
Interest expense
Net interest expense
Other
Expenses excluding interest
Loss before income tax benefit and equity in net income of subsidiaries
Income tax benefit
Loss before equity in net income of subsidiaries
Equity in net income of subsidiaries:
Equity in undistributed net income of subsidiaries
Dividends from bank subsidiary
Dividends from non-bank subsidiaries
Net Income
Preferred stock dividends and other (1)
Net Income Available to Common Stockholders
2016
22
(100)
(78)
1
(21)
(98)
34
(64)
1,690
-
263
1,889
143
1,746
2015
2014
$
$
12
(86)
(74)
4
(27)
(97)
41
(56)
1,287
-
216
1,447
83
1,364
$
$
2
(64)
(62)
1
(24)
(85)
32
(53)
1,157
45
172
1,321
60
1,261
$
$
(1)
Includes preferred stock dividends and undistributed earnings and dividends allocated to non-vested restricted stock
units.
- 98 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Condensed Balance Sheets
December 31,
Assets
Cash and cash equivalents
Receivables from subsidiaries
Available for sale securities
Held to maturity securities
Other securities owned – at fair value
Loans to non-bank subsidiaries
Investment in non-bank subsidiaries
Investment in bank subsidiary
Other assets
Total assets
Liabilities and Stockholders’ Equity
Accrued expenses and other liabilities
Payables to subsidiaries
Long-term debt
Total liabilities
Stockholders’ equity
Total liabilities and stockholders’ equity
2016
2015 (1)
$
1,189
503
569
223
75
-
5,044
11,726
124
$ 19,453
$
219
6
2,807
3,032
16,421
$ 19,453
$
$
$
$
1,007
419
569
223
65
468
4,374
9,191
88
16,404
189
11
2,802
3,002
13,402
16,404
(1) Adjusted for the retrospective adoption of ASU 2015-03. See New Accounting Standards in Note 2 for additional
information.
- 99 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Condensed Statements of Cash Flows
Year Ended December 31,
2016
2015
2014
Cash Flows from Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Equity in undistributed earnings of subsidiaries
Other
Net change in:
Other securities owned
Other assets
Accrued expenses and other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities
Due from subsidiaries – net
Increase in investments in subsidiaries
Repayments (Advances) of subordinated loan to Schwab
Purchases of available for sale securities
Proceeds from sales of available for sale securities
Principal payments on available for sale securities
Purchases of held to maturity securities
Other investing activities
Net cash provided by (used for) investing activities
Cash Flows from Financing Activities
Issuance of long-term debt
Repayment of long-term debt
Net proceeds from preferred stock offerings
Dividends paid
Proceeds from stock options exercised and other
Other financing activities
Net cash provided by (used for) financing activities
Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year
$
1,889
$
1,447
$
1,321
(1,690)
(37)
(1,287)
(31)
(1,157)
(19)
(10)
(27)
30
155
95
(1,547)
465
(2)
2
-
-
(4)
(991)
-
-
1,316
(486)
144
44
1,018
182
1,007
9
(32)
4
110
93
(611)
(150)
(842)
200
75
(223)
-
(1,458)
1,346
(350)
581
(387)
90
32
1,312
(36)
1,043
5
(9)
(1)
140
607
(249)
-
-
-
-
-
-
358
-
-
-
(373)
189
29
(155)
343
700
$
1,189
$
1,007
$
1,043
- 100 -
THE CHARLES SCHWAB CORPORATION
Notes to Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
25.
Quarterly Financial Information (Unaudited)
Year Ended December 31, 2016:
Net Revenues
Expenses Excluding Interest
Net Income
Net Income Available to Common Stockholders
Weighted-Average Common Shares Outstanding – Basic
Weighted-Average Common Shares Outstanding – Diluted
Basic Earnings Per Common Share
Diluted Earnings Per Common Share
Dividends Declared Per Common Share
Range of Common Stock Price Per Share:
$
$
$
$
$
$
$
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
1,972 $
1,148 $
522 $
478 $
1,329
1,341
.36 $
.36 $
.07 $
1,914 $
1,120 $
503 $
470 $
1,324
1,334
.36 $
.35 $
.07 $
1,828
1,108
452
406
1,322
1,333
.31
.30
.07
$
$
$
$
$
$
$
1,764
1,109
412
392
1,321
1,330
.30
.29
.06
$
$
40.58 $
30.66 $
31.87 $
23.83 $
31.07
24.02
$
$
32.23
21.51
High
Low
Range of Price/Earnings Ratio (1):
High
Low
Year Ended December 31, 2015:
Net Revenues
Expenses Excluding Interest
Net Income
Net Income Available to Common Stockholders
Weighted-Average Common Shares Outstanding – Basic
Weighted-Average Common Shares Outstanding – Diluted
Basic Earnings Per Common Share
Diluted Earnings Per Common Share
Dividends Declared Per Common Share
Range of Common Stock Price Per Share:
$
$
$
$
$
$
$
31
24
26
20
1,691 $
1,046 $
416 $
378 $
1,319
1,330
.29 $
.28 $
.06 $
1,597 $
1,014 $
376 $
365 $
1,316
1,328
.28 $
.28 $
.06 $
27
21
1,566
999
353
330
1,314
1,326
.25
.25
.06
$
$
$
$
$
$
$
29
20
1,526
1,042
302
291
1,312
1,323
.22
.22
.06
High
Low
Range of Price/Earnings Ratio (1):
High
Low
$
$
34.52 $
26.40 $
35.72 $
27.10 $
33.78
29.12
$
$
31.73
25.43
34
26
36
27
35
30
34
27
(1) Price/earnings ratio is computed by dividing the high and low market prices by diluted earnings per common share for
the preceding 12-month period ending on the last day of the quarter presented.
- 101 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of The Charles Schwab Corporation
San Francisco, California
We have audited the accompanying consolidated balance sheets of The Charles Schwab Corporation and subsidiaries (the “Company”) as
of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash
flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule of the
Company on page F-2. We also have audited the Company’s internal control over financial reporting as of December 31, 2016, based on
the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. The Company’s management is responsible for these financial statements and financial statement schedule, for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the financial statements and financial statement schedule and an opinion on the Company’s internal control over
financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of
the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal
executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors,
management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also,
projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that
the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The
Charles Schwab Corporation and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also, in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
February 23, 2017
- 102 -
THE CHARLES SCHWAB CORPORATION
Management’s Report on Internal Control Over Financial Reporting
Management of The Charles Schwab Corporation, together with its subsidiaries (the Company), is responsible for
establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over
financial reporting is a process designed under the supervision of and effected by the Company’s chief executive officer and
chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
published financial statements in accordance with accounting principles generally accepted in the United States of America.
As of December 31, 2016, management conducted an assessment of the effectiveness of the Company’s internal control over
financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has
determined that the Company’s internal control over financial reporting was effective as of December 31, 2016.
The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made
only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could
have a material effect on the Company’s financial statements.
The Company’s internal control over financial reporting as of December 31, 2016, has been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the previous page.
- 103 -
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
THE CHARLES SCHWAB CORPORATION
None.
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures: The management of the Company, with the participation of the
Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2016.
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, 2016.
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, 2016, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
Management’s Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public
Accounting Firm are included in Item 8.
Item 9B. Other Information
None.
PART III
Item 10.
Directors, Executive Officers, and Corporate Governance
The information relating to directors of CSC required to be furnished pursuant to this item is incorporated by reference from
portions of the Company’s definitive proxy statement for its annual meeting of stockholders to be filed with the SEC
pursuant to Regulation 14A by April 30, 2017 (the Proxy Statement) under “Members of the Board of Directors,” “Corporate
Governance Information,” “Director Nominations,” and “Section 16(a) Beneficial Ownership Reporting Compliance.” The
Company’s Code of Conduct and Business Ethics, applicable to directors and all employees, including senior financial
officers, is available on the Company’s website at https://www.aboutschwab.com/governance. If the Company makes any
amendments to or grants any waivers from its Code of Conduct and Business Ethics, which are required to be disclosed
pursuant to the Securities Exchange Act of 1934, the Company will make such disclosures on this website.
- 104 -
Schwab Executive Officers of the Registrant
THE CHARLES SCHWAB CORPORATION
The following table provides certain information about each of the Company’s executive officers as of December 31, 2016.
Executive Officers of the Registrant
Name
Charles R. Schwab
Walter W. Bettinger II
Marie A. Chandoha
Bernard J. Clark
David R. Garfield
Terri R. Kallsen
Joseph R. Martinetto
Nigel J. Murtagh
Age
79
56
55
58
60
48
54
53
Title
Chairman of the Board
President and Chief Executive Officer
President and Chief Executive Officer – Charles Schwab Investment
Management, Inc.
Executive Vice President – Advisor Services
Executive Vice President, General Counsel and Corporate Secretary
Executive Vice President – Investor Services
Senior Executive Vice President and Chief Financial Officer
Executive Vice President – Corporate Risk
Mr. Schwab has been Chairman of the Board and a director of CSC since its incorporation in 1986. He also served as Chief
Executive Officer of CSC from 1986 to 1997 and as Co-Chief Executive Officer from 1998 until 2003. He was re-appointed
Chief Executive Officer in 2004 and served in that role until 2008. Mr. Schwab is also Chairman of Schwab and Schwab
Bank.
Mr. Bettinger has been President and Chief Executive Officer of CSC since 2008. He also serves on the Board of Directors
of CSC, Schwab, Schwab Bank, and as Chairman and trustee of The Charles Schwab Family of Funds, Schwab Investments,
Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust, all registered investment
companies. Prior to assuming his current role, Mr. Bettinger served as President and Chief Operating Officer of CSC from
2007 until 2008 and as Executive Vice President and President – Schwab Investor Services of CSC and Schwab from 2005 to
2007. He served as Executive Vice President and Chief Operating Officer – Individual Investor Enterprise of CSC and
Schwab from 2004 until 2005, and Executive Vice President – Corporate Services of Schwab from 2002 until 2004.
Mr. Bettinger joined Schwab in 1995.
Ms. Chandoha has been President and Chief Executive Officer of CSIM since 2011. She serves as a trustee of The Charles
Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and
Schwab Strategic Trust, all registered investment companies. Prior to joining Schwab, Ms. Chandoha served as the global
head of the fixed-income business at BlackRock (formerly Barclays Global Investors) from 2007 until 2010 and as co-head
and senior portfolio manager in charge of the Montgomery fixed income division at Wells Capital Management from 1999
until 2007.
Mr. Clark has been Executive Vice President – Advisor Services of CSC since 2012. Mr. Clark has served as Executive
Vice President – Advisor Services of Schwab since 2010. From 2006 until 2010, Mr. Clark served as Senior Vice President –
Schwab Institutional Sales of Schwab. During 2005 and 2006, he served as Senior Vice President – Client Service of
Schwab. Mr. Clark joined Schwab in 1998.
Mr. Garfield has been Executive Vice President, General Counsel and Corporate Secretary of CSC and Executive Vice
President of Schwab since 2014. Mr. Garfield served as Deputy General Counsel of Wells Fargo & Company from 1998 until
he joined Schwab in 2014.
Ms. Kallsen has been Executive Vice President – Investor Services of CSC and Schwab since 2014. She served as Senior
Vice President – Portfolio Consulting of Schwab from 2012 until 2014 and as Senior Vice President – Branch Network from
June 2014 until December 2014. Prior to joining Schwab, Ms. Kallsen served as Executive Vice President of First Command
Financial Services from 2009 until 2012 and as Senior Vice President of USAA from 2004 until 2009.
- 105 -
THE CHARLES SCHWAB CORPORATION
Mr. Martinetto has been Senior Executive Vice President and Chief Financial Officer of CSC and Schwab since 2015. He
served as Executive Vice President and Chief Financial Officer of CSC and Schwab from 2007 until 2015. Mr. Martinetto
served as Senior Vice President and Treasurer of CSC and Schwab from 2003 to 2007 and Senior Vice President – Individual
Investor Finance of Schwab from 2002 to 2003. He also serves on the Board of Directors of Schwab and Schwab Bank.
Additionally, Mr. Martinetto is a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital
Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust, all registered investment companies. Mr.
Martinetto joined Schwab in 1997.
Mr. Murtagh has been Executive Vice President – Corporate Risk of CSC and Schwab since 2012. He served as Senior Vice
President and Chief Credit Officer of Schwab from 2002 until 2012 and of CSC from 2008 until 2012. Mr. Murtagh joined
Schwab in 2000.
Item 11.
Executive Compensation
The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy
Statement under “Compensation Discussion and Analysis,” “Executive Compensation Tables – 2016 Summary
Compensation Table,” “Executive Compensation Tables – 2016 Grants of Plan-Based Awards Table,” “Executive
Compensation Tables – Narrative to Summary Compensation and Grants of Plan-Based Awards Tables,” “Executive
Compensation Tables – 2016 Termination and Change in Control Benefits Table,” “Executive Compensation Tables –
Outstanding Equity Awards as of December 31, 2016,” “Executive Compensation Tables – 2016 Option Exercises and Stock
Vested Table,” “Executive Compensation Tables – 2016 Nonqualified Deferred Compensation Table,” “Director
Compensation,” and “Compensation Committee Interlocks and Insider Participation.” In addition, the information from a
portion of the Proxy Statement under “Compensation Committee Report,” is incorporated by reference from the Proxy
Statement and furnished on this Form 10-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy
Statement under “Security Ownership of Certain Beneficial Owners and Management,” and “Securities Authorized for
Issuance under Equity Compensation Plans.”
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy
Statement under “Transactions with Related Persons” and “Director Independence.”
Item 14.
Principal Accountant Fees and Services
The information required to be furnished pursuant to this item is incorporated by reference from a portion of the Proxy
Statement under “Auditor Fees.”
- 106 -
THE CHARLES SCHWAB CORPORATION
PART IV
Item 15.
Exhibits and Financial Statement Schedule
(a) Documents filed as part of this Report
1. Financial Statements
The financial statements and independent auditors’ report are included in Item 8 and are listed below:
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders’ Equity
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
2. Financial Statement Schedule
The financial statement schedule required to be furnished pursuant to this item is listed in the accompanying index appearing
on page F-1.
- 107 -
THE CHARLES SCHWAB CORPORATION
(b) Exhibits
The exhibits listed below are filed as part of this annual report on Form 10-K.
Exhibit
Number
Exhibit
3.11
3.14
3.15
3.16
3.17
3.18
3.19
4.1
4.2
4.3
4.4
4.5
Fifth Restated Certificate of Incorporation, effective May 7, 2001, of the Registrant.
Fourth Restated Bylaws, as amended on January 27, 2010, of the Registrant.
Certificate of Designations of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock,
Series A of The Charles Schwab Corporation.
Certificate of Designations of 6.00% Non-Cumulative Perpetual Preferred Stock, Series B, of the
Charles Schwab Corporation.
Certificate of Designations of 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, of The
Charles Schwab Corporation filed as Exhibit 3.1 to the Registrant’s Form 8-K dated August 3, 2015,
and incorporated herein by reference.
Certificate of Designations of 5.95% Non-Cumulative Perpetual Preferred Stock, Series D, of The
Charles Schwab Corporation filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March 7, 2016,
and incorporated herein by reference.
Certificate of Designations of 4.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred
Stock, Series E, of The Charles Schwab Corporation filed as Exhibit 3.1 to the Registrant’s Form 8-K
dated October 31, 2016, and incorporated herein by reference.
Deposit Agreement, dated June 6, 2012, between the Company and Wells Fargo Bank, N.A., as
Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto).
Deposit Agreement, dated August 3, 2015, between the Company and Wells Fargo Bank, N.A., as
Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as
Exhibit 4.1 to the Registrant’s Form 8-K dated August 3, 2015 and incorporated herein by reference.
Deposit Agreement, dated March 7, 2016, between the Company and Wells Fargo Bank, N.A., as
Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as
Exhibit 4.1 to the Registrant’s Form 8-K dated March 7, 2016, and incorporated herein by reference.
Deposit Agreement, dated October 31, 2016, between the Company and Wells Fargo Bank, N.A., as
Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as
Exhibit 4.1 to the Registrant’s Form 8-K dated October 31, 2016, and incorporated herein by reference.
Neither the Registrant nor its subsidiaries are parties to any instrument with respect to long-term debt
for which securities authorized thereunder exceed 10% of the total assets of the Registrant and its
subsidiaries on a consolidated basis. Copies of instruments with respect to long-term debt of lesser
amounts will be provided to the SEC upon request.
- 108 -
Exhibit
Number
10.4
10.57
10.72
10.271
10.272
10.314
10.322
10.338
10.349
10.352
10.353
10.354
10.355
10.356
10.357
THE CHARLES SCHWAB CORPORATION
Exhibit
Form of Release Agreement dated as of March 31, 1987 among BAC, Registrant, Schwab Holdings,
Inc., Charles Schwab & Co., Inc. and former shareholders of Schwab Holdings, Inc., filed as the
identically-numbered exhibit to Registrant’s Registration Statement No. 33-16192 on Form S-1 and
incorporated herein by reference.
Registration Rights and Stock Restriction Agreement, dated as of March 31, 1987, between the
Registrant and the holders of the Common Stock, filed as Exhibit 4.23 to Registrant’s Registration
Statement No. 33-16192 on Form S-1 and incorporated herein by reference.
Restatement of Assignment and License, as amended January 25, 1988, among Charles Schwab & Co.,
Inc., Charles R. Schwab and the Registrant, and incorporated herein by reference.
The Charles Schwab Corporation Directors’ Deferred Compensation Plan, as amended through
December 8, 2004, and incorporated herein by reference.
The Charles Schwab Corporation Deferred Compensation Plan, as amended through December 8,
2004, and incorporated herein by reference.
Employment Agreement dated as of March 13, 2008, between the Registrant and Charles R. Schwab,
filed as Exhibit 10.314 to the Registrant’s Form 10-Q for the quarter ended March 31, 2013, and
incorporated herein by reference.
The Charles Schwab Corporation Deferred Compensation Plan II, as amended and restated as of
October 23, 2008, filed as Exhibit 10.322 to the Registrant’s Form 10-K for the year ended
December 31, 2013, and incorporated herein by reference.
The Charles Schwab Corporation 2004 Stock Incentive Plan, as approved at the Annual Meeting of
Stockholders on May 17, 2011, filed as Exhibit 10.338 to the Registrant’s Form 10-Q for the quarter
ended June 30, 2016, and incorporated herein by reference.
The Charles Schwab Severance Pay Plan, as Amended and Restated Effective May 1, 2012, filed as
Exhibit 10.349 to the Registrant’s Form 10-Q for the quarter ended June 30, 2012, and incorporated
herein by reference.
Form of Performance-Based Cash Long-Term Incentive Award Agreement under The Charles Schwab
Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.352 to the Registrant’s
Form 8-K dated January 24, 2013, and incorporated herein by reference.
Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab
Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.353 to the Registrant’s
Form 8-K dated January 24, 2013, and incorporated herein by reference.
Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation
2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.354 to the Registrant’s Form 8-K
dated January 24, 2013, and incorporated herein by reference.
Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2004
Stock Incentive Plan and successor plans, filed as Exhibit 10.355 to the Registrant’s Form 8-K dated
January 24, 2013, and incorporated herein by reference.
Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles
Schwab Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.356 to the
Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.
Form of Notice and Retainer Restricted Stock Unit Agreement for Non-Employee Directors under The
Charles Schwab Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.357 to
the Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
- 109 -
Exhibit
Number
10.358
10.359
10.360
10.362
10.364
10.365
10.366
10.367
10.368
10.369
10.370
10.371
10.372
THE CHARLES SCHWAB CORPORATION
Exhibit
Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab
Corporation Directors’ Deferred Compensation Plan II and The Charles Schwab Corporation 2004
Stock Incentive Plan and successor plans, filed as Exhibit 10.358 to the Registrant’s Form 8-K dated
January 24, 2013, and incorporated herein by reference.
Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles
Schwab Corporation Directors’ Deferred Compensation Plan II and The Charles Schwab Corporation
2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.359 to the Registrant’s Form 8-K
dated January 24, 2013, and incorporated herein by reference.
The Charles Schwab Corporation 2013 Stock Incentive Plan, as approved at the Annual Meeting of
Stockholders on May 16, 2013, filed as Exhibit 10.360 to the Registrant’s Form 8-K dated May 16,
2013, and incorporated herein by reference.
The Charles Schwab Corporation Directors’ Deferred Compensation Plan II, as amended and restated
as of April 24, 2013, filed as Exhibit 10.362 to the Registrant’s Form 10-Q for the quarter ended
June 30, 2013, and incorporated herein by reference.
Separation Agreement, General Release and Waiver of Claims by and between Mr. Clendening and
CSC, filed as Exhibit 10.364 to the Registrant’s Form 8-K/A dated December 10, 2014, and
incorporated herein by reference.
The Charles Schwab Corporation Corporate Executive Bonus Plan, restated to include amendments
approved at the Annual Meeting of Stockholders on May 13, 2015 (supersedes Exhibit 10.331), and
incorporated herein by reference.
Credit Agreement (364 – Day Commitment) dated as of June 5, 2015, between the Registrant and
financial institutions therein (supersedes Exhibit 10.363), filed as Exhibit 10.366 to the Registrant’s
Form 10-Q for the quarter ended June 30, 2015, and incorporated herein by reference.
(2)
(2)
(2)
(2)
(2)
(2)
Summary of Non-Employee Director Compensation (supersedes Exhibit 10.351), incorporated herein
by reference.
(2)
Credit Agreement (364 – Day Commitment) dated as of June 5, 2016, between the Registrant and
financial institutions therein (supersedes Exhibit 10.366), filed as Exhibit 10.368 to the Registrant’s
Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by reference.
Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab
Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.353). Filed as
Exhibit 10.369 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, and
incorporated herein by reference.
Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation
2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.354). Filed as Exhibit 10.370 to
the Registrant’s Form 10-Q for the quarter ended September 30, 2016, and incorporated herein by
reference.
Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013
Stock Incentive Plan and successor plans (supersedes Exhibit 10.355). Filed as Exhibit 10.371 to the
Registrant’s Form 10-Q for the quarter ended September 30, 2016, and incorporated herein by
reference.
Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles
Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.356). Filed
as Exhibit 10.372 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, and
incorporated herein by reference.
(2)
(2)
(2)
(2)
- 110 -
THE CHARLES SCHWAB CORPORATION
Exhibit
Number
10.373
10.374
10.375
12.1
21.1
23.1
31.1
31.2
32.1
32.2
Exhibit
Form of Notice and Retainer Restricted Stock Unit Agreement for Non-Employee Directors under The
Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit
10.357). Filed as Exhibit 10.373 to the Registrant’s Form 10-Q for the quarter ended September 30,
2016, and incorporated herein by reference.
Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab
Corporation Directors’ Deferred Compensation Plan II and successor plans (supersedes Exhibit
10.358). Filed as Exhibit 10.374 to the Registrant’s Form 10-Q for the quarter ended September 30,
2016, and incorporated herein by reference.
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 (supersedes Exhibit
10.359). Filed as Exhibit 10.375 to the Registrant’s Form 10-Q for the quarter ended September 30,
2016, and incorporated herein by reference.
Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends.
Subsidiaries of the Registrant.
Independent Registered Public Accounting Firm’s Consent.
Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of The
Sarbanes-Oxley Act of 2002.
Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of The
Sarbanes-Oxley Act of 2002.
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The
Sarbanes-Oxley Act of 2002.
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The
Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation
101.DEF XBRL Extension Definition
101.LAB XBRL Taxonomy Extension Label
101.PRE XBRL Taxonomy Extension Presentation
(1)
(2)
(3)
Furnished as an exhibit to this annual report on Form 10-K.
Management contract or compensatory plan.
Attached as Exhibit 101 to this Annual Report on Form 10-K for the annual period ended
December 31, 2016, 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.
(2)
(2)
(2)
(1)
(1)
(3)
(3)
(3)
(3)
(3)
(3)
- 111 -
THE CHARLES SCHWAB CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 23, 2017.
THE CHARLES SCHWAB CORPORATION
(Registrant)
BY: /s/ Walter W. Bettinger II
Walter W. Bettinger II
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities indicated, on February 23, 2017.
Signature / Title
Signature / Title
/s/ Walter W. Bettinger II
Walter W. Bettinger II,
President and Chief Executive Officer
and Director
/s/ Joseph R. Martinetto
Joseph R. Martinetto,
Senior Executive Vice President
and Chief Financial Officer
(principal financial and accounting officer)
/s/ Charles R. Schwab
Charles R. Schwab, Chairman of the Board
/s/ John K. Adams, Jr.
John K. Adams, Jr., Director
/s/ Nancy H. Bechtle
Nancy H. Bechtle, Director
/s/ Christopher V. Dodds
Christopher V. Dodds, Director
/s/ Mark A. Goldfarb
Mark A. Goldfarb, Director
/s/ Frank C. Herringer
Frank C. Herringer, Director
/s/ Arun Sarin
Arun Sarin, Director
/s/ Roger O. Walther
Roger O. Walther, Director
/s/ C. Preston Butcher
C. Preston Butcher, Director
/s/ Stephen A. Ellis
Stephen A. Ellis, Director
/s/ William S. Haraf
William S. Haraf, Director
/s/ Stephen T. McLin
Stephen T. McLin, Director
/s/ Paula A. Sneed
Paula A. Sneed, Director
/s/ Robert N. Wilson
Robert N. Wilson, Director
- 112 -
THE CHARLES SCHWAB CORPORATION
Index to Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts
Page
F-2
Supplemental Financial Data for Charles Schwab Bank (Unaudited)
F-3 – F-10
Schedules not listed are omitted because of the absence of the conditions under which they are required or
because the information is included in the Company’s consolidated financial statements and notes in Item 8.
F-1
THE CHARLES SCHWAB CORPORATION
SCHEDULE II
Valuation and Qualifying Accounts
(In millions)
Description
Balance at
Beginning
of Year
Additions
Charged
to Expense
Other (1)
Written off
Balance at
End
of Year
For the year ended December 31, 2016:
Allowance for doubtful accounts of
brokerage clients (2)
For the year ended December 31, 2015:
Allowance for doubtful accounts of
brokerage clients (2)
For the year ended December 31, 2014:
Allowance for doubtful accounts of
brokerage clients (2)
$
$
$
1
$
6
$
1
$
(7)
$
1
2
$
5
$
3
$
(9)
$
1
-
$
6
$
1
$
(5)
$
2
Includes collections of previously written-off accounts.
(1)
(2) Excludes banking-related valuation and qualifying accounts. See Item 8 – Note 6.
F-2
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data for Charles Schwab Bank (Unaudited)
(Dollars in Millions)
The following supplemental financial data is consistent with the Securities Exchange Act of 1934, Industry Guide 3 –
Statistical Disclosure by Bank Holding Companies. The accompanying unaudited financial information represents Schwab
Bank, which is a subsidiary of CSC. CSC is a savings and loan holding company and Schwab Bank is a federal savings bank.
The following information excludes intercompany balances and transactions with CSC and its affiliates.
1.
Three-year Net Interest Revenue and Average Balances
For the Year Ended December 31,
2016
2015
2014
Average
Balance
Interest
Average
Rate
Average
Balance
Average
Rate
Average
Balance
Interest
Average
Rate
Interest
Assets:
Cash and cash equivalents (1)
Available for sale securities (2)
Held to maturity securities
Bank loans (3)
Other interest-earning assets
Total interest-earning assets
Net unrealized gain on
available for sale securities
Noninterest-earning assets
Total Assets
$
9,579 $
72,017
57,228
14,715
109
153,648
51
874
1,398
400
9
2,732
0.53 %
1.21 %
2.44 %
2.72 %
8.26 %
1.78 %
$
8,028 $
61,783
38,099
13,970
56
121,936
22
623
953
369
5
1,972
0.27 %
1.01 %
2.50 %
2.64 %
8.93 %
1.62 %
$
5,871 $
52,056
32,361
12,903
63
103,254
15
546
828
354
6
1,749
0.26 %
1.05 %
2.56 %
2.74 %
9.52 %
1.69 %
(113)
1,209
$ 154,744
187
601
$ 122,724
229
525
$ 104,008
Liabilities and Stockholder’s Equity:
$ 141,432
Interest-bearing bank deposits
1,849
Short-term borrowings
143,281
Total sources on which interest is paid
1,057
Noninterest-bearing liabilities
Stockholder’s equity
10,406
Total Liabilities and Stockholder’s Equity $ 154,744
37
9
46
0.03 %
0.49 %
0.03 %
$ 113,464
-
113,464
29
-
29
0.03 %
-
0.03 %
$
95,842
-
95,842
30
-
30
0.03 %
-
0.03 %
719
8,541
$ 122,724
723
7,443
$ 104,008
Net interest revenue
$ 2,686
$ 1,943
$ 1,719
Net yield on interest-earning assets
1.75 %
1.59 %
1.66 %
Includes deposits with banks and short-term investments.
(1)
(2) Amounts have been calculated based on amortized cost.
(3)
Includes average principal balances of nonaccrual loans.
F-3
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data for Charles Schwab Bank (Unaudited)
(Dollars in Millions)
2.
Analysis of Change in Net Interest Revenue
An analysis of the year-to-year changes in the categories of interest revenue and interest expense resulting from changes in
volume and rate is as follows:
2016 Compared to 2015
Increase (Decrease) Due to
Change in:
Average
Average
Volume
2015 Compared to 2014
Increase (Decrease) Due to
Change in:
Average
Average
Volume
Rate
Total
Rate
Total
Interest-earning assets:
Cash and cash equivalents (1)
Available for sale securities (2)
Held to maturity securities
Bank loans (3)
Other interest-earning assets
Total interest-earning assets
Interest-bearing sources of funds:
Interest-bearing bank deposits
Short-term borrowings
Total sources on which interest is paid
Change in net interest revenue
$
$
$
$
$
4
103
479
20
4
610
7
14
21
589
$
$
$
$
$
25
148
(34)
11
-
150
1
(5)
(4)
154
$
$
$
$
$
29
251
445
31
4
760
8
9
17
743
$
$
$
$
$
6
102
147
29
(1)
283
5
-
5
278
$
$
$
$
$
1
(25)
(22)
(14)
-
(60)
(6)
-
(6)
(54)
$
$
$
$
$
7
77
125
15
(1)
223
(1)
-
(1)
224
Changes that are not due solely to volume or rate have been allocated to rate.
(1)
Includes deposits with banks and short-term investments.
(2) Amounts have been calculated based on amortized cost.
(3)
Includes average principal balances of nonaccrual loans.
F-4
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data for Charles Schwab Bank (Unaudited)
(Dollars in Millions)
3.
Investment Securities
The amortized cost, gross unrealized gains and losses, and fair value of AFS and HTM securities are as follows:
December 31, 2016
Available for sale securities:
U.S. agency mortgage-backed securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
U.S. state and municipal securities
Commercial paper
Non-agency commercial mortgage-backed securities
Total available for sale securities
Held to maturity securities:
U.S. agency mortgage-backed securities
Non-agency commercial mortgage-backed securities
Asset-backed securities
Corporate debt securities
Commercial paper
U.S. state and municipal securities
Total held to maturity securities
Gross
Gross
Amortized
Unrealized
Unrealized
Cost
Gains
Losses
Fair
Value
$
$
$
$
33,167 $
20,520
9,850
8,110
2,070
1,915
1,167
214
45
77,058 $
72,439 $
997
941
436
99
68
74,980 $
120 $
29
20
3
2
-
2
-
-
176 $
324 $
11
-
-
-
1
336 $
92 $
214
18
58
1
8
46
-
-
437 $
1,086 $
4
-
-
-
1
1,091 $
33,195
20,335
9,852
8,055
2,071
1,907
1,123
214
45
76,797
71,677
1,004
941
436
99
68
74,225
F-5
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data for Charles Schwab Bank (Unaudited)
(Dollars in Millions)
December 31, 2015
Available for sale securities:
U.S. agency mortgage-backed securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
U.S. state and municipal securities
Non-agency commercial mortgage-backed securities
Other securities
Total available for sale securities
Held to maturity securities:
U.S. agency mortgage-backed securities
Non-agency commercial mortgage-backed securities
Total held to maturity securities
December 31, 2014
Available for sale securities:
U.S. agency mortgage-backed securities
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
Non-agency commercial mortgage-backed securities
Other securities
Total available for sale securities
Held to maturity securities:
U.S. agency mortgage-backed securities
Non-agency commercial mortgage-backed securities
Total held to maturity securities
Gross
Gross
Amortized
Unrealized
Unrealized
Cost
Gains
Losses
Fair
Value
$
$
$
$
22,014 $
21,784
10,764
5,150
1,685
3,177
414
298
5
65,291 $
48,785 $
999
49,784 $
183 $
7
14
1
1
-
10
1
-
217 $
391 $
6
397 $
48 $
306
31
16
3
27
-
-
-
431 $
22,149
21,485
10,747
5,135
1,683
3,150
424
299
5
65,077
293 $
20
313 $
48,883
985
49,868
Gross
Gross
Amortized
Unrealized
Unrealized
Cost
Gains
Losses
Fair
Value
$
$
$
$
18,487 $
19,320
8,023
2,993
1,533
3,839
310
15
54,520 $
33,388 $
1,001
34,389 $
242 $
64
30
2
1
-
7
-
346 $
531 $
11
542 $
12 $
18
8
1
-
44
-
-
83 $
18,717
19,366
8,045
2,994
1,534
3,795
317
15
54,783
174 $
14
188 $
33,745
998
34,743
F-6
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data for Charles Schwab Bank (Unaudited)
(Dollars in Millions)
The maturities and related weighted-average yields of AFS and HTM securities are as follows:
After 1 year After 5 years
Within
1 year
through
5 years
through
10 years
After
10 years
$
$
Total
7,808
-
-
-
-
47
-
2,332
1,199
651
-
-
214
3,475
8,728
7,520
6,332
1,420
1,907
-
-
$ 12,826 $ 33,195
20,335
9,852
8,055
2,071
1,907
1,123
214
$ 16,847
3,799
-
524
-
-
72
-
December 31, 2016
Available for sale securities:
U.S. agency mortgage-backed securities (1)
Asset-backed securities
Corporate debt securities
U.S. Treasury securities
Certificates of deposit
U.S. agency notes
U.S. state and municipal securities
Commercial paper
Non-agency commercial mortgage-backed
securities (1)
Total fair value
Total amortized cost
Weighted-average yield (2)
Held to maturity securities:
U.S. agency mortgage-backed securities (1)
Non-agency commercial mortgage-backed
securities (1)
Asset-backed securities
Corporate debt securities
Commercial paper
U.S. state and municipal securities
Total fair value
Total amortized cost
Weighted-average yield (2)
(1) Mortgage-backed securities have been allocated to maturity groupings based on final contractual maturities. Actual
4,443 $ 29,382 $ 21,242 $ 21,730 $ 76,797
4,440 $ 29,366 $ 21,325 $ 21,927 $ 77,058
1.33 %
1.23 %
1.33 %
5,666 $ 24,115 $ 44,345 $ 74,225
5,559 $ 24,277 $ 45,045 $ 74,980
2.20 %
2.95 %
5,080 $ 22,954 $ 43,643 $ 71,677
1,004
941
436
99
68
364
791
-
-
6
640
-
-
-
62
-
150
436
-
-
-
-
-
99
-
99 $
99 $
1,051
-
- $
2.38 %
1.39 %
2.02 %
1.37 %
1.59 %
45
45
$
$
$
$
-
-
-
$
maturities will differ from final contractual maturities because borrowers on a certain portion of loans underlying these
securities have the right to prepay their obligations.
(2) The weighted-average yield is computed using the amortized cost at December 31, 2016.
F-7
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data for Charles Schwab Bank (Unaudited)
(Dollars in Millions)
4.
Cross-border Holdings
The tables below set forth the amount of Schwab Bank’s cross-border holdings, based on carrying value, as of December 31,
2016, 2015, and 2014. Such holdings, by country, that exceed 1% of total assets are disclosed separately, and such holdings,
by country, that are between 0.75% and 1% of total assets are listed in the aggregate. Cross-border holdings are comprised of
cash equivalents and AFS securities.
As of December 31, 2016, there were no cross-border holdings that exceeded 0.75% of total assets.
December 31, 2015
Country:
Canada
Australia
Total
December 31, 2014
Country:
Canada
Australia
Total
Banks and other
financial institutions
Commercial and
industrial institutions
Total
Exposure as a %
of total assets
$
$
1,499
1,376
2,875
$
$
-
60
60
Banks and other
financial institutions
Commercial and
industrial institutions
$
$
1,437
1,182
2,619
$
$
-
-
-
$
$
$
$
1,499
1,436
2,935
1.1 %
1.0 %
Total
Exposure as a %
of total assets
1,437
1,182
2,619
1.3 %
1.1 %
5.
Bank Loans and Related Allowance for Loan Losses
The composition of the loan portfolio is as follows:
December 31,
2016
2015
2014
2013
Residential real estate mortgages
Home equity loans and lines of credit
Pledged asset lines
Other
Total bank loans
$
$
9,134 $
2,350
3,851
91
15,426 $
8,334 $
2,735
3,232
61
14,362 $
8,127 $
2,955
2,320
36
13,438 $
8,006 $
3,041
1,384
34
12,465 $
2012
6,507
3,287
963
22
10,779
An analysis of nonaccrual loans is as follows:
December 31,
Nonaccrual loans
Average nonaccrual loans
2016
2015
2014
2013
2012
$
$
26 $
27 $
28 $
30 $
35 $
39 $
48 $
43 $
48
48
Changes in the allowance for loan losses were as follows:
December 31,
Balance at beginning of year
Charge-offs
Recoveries
Provision for loan losses
Balance at end of year
2016
2015
2014
2013
2012
$
$
31 $
(2)
2
(5)
26 $
42 $
(3)
3
(11)
31 $
48 $
(5)
3
(4)
42 $
56 $
(11)
4
(1)
48 $
54
(16)
2
16
56
F-8
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data for Charles Schwab Bank (Unaudited)
(Dollars in Millions)
The maturities of the loan portfolio are as follows:
December 31, 2016
Residential real estate mortgages (1)
Home equity loans and lines of credit (2)
Pledged asset lines
Other
Total
After 1 year
Within
1 year
$
- $
594
212
24
$
830 $
through
5 years
-
1,057
3,635
64
4,756
After
5 years
9,134
699
4
3
9,840
$
$
Total
9,134
2,350
3,851
91
15,426
$
$
(1) Maturities are based upon the contractual terms of the loans.
(2) Maturities are based on an initial draw period of ten years.
The interest sensitivity of loans with contractual maturities in excess of one year is as follows:
December 31, 2016
Loans with floating or adjustable interest rates
Loans with predetermined interest rates
Total
6.
Summary of Loan Loss on Banking Loans Experience
After
1 year
$
$
13,633
963
14,596
December 31,
Average loans
Allowance to year end loans
Allowance to nonperforming loans
Nonperforming assets to average loans
and real estate owned
7.
Bank Deposits
2016
2014
$ 14,716 $ 13,972 $ 12,904 $ 11,756 $ 10,050
2012
2015
2013
.17 %
101 %
.21 %
110 %
.31 %
120 %
.39 %
100 %
.52 %
117 %
.21 %
.26 %
.31 %
.45 %
.54 %
The following table presents the average amount of and the average rate paid on deposit categories that are in excess of ten
percent of average total deposits from banking clients:
2016
2015
2014
Amount
Rate
Amount
Rate
Amount
Rate
Analysis of average daily deposits:
Money market and other savings deposits $ 126,719
Interest-bearing demand deposits
14,713
0.02 % $
0.07 %
99,881 0.02 % $
13,583 0.07 %
Total
$ 141,432
$ 113,464
$
82,927 0.01 %
12,915 0.09 %
95,842
At December 31, 2016, bank deposits did not include any domestic-issued certificates of deposit of $100,000 or more.
F-9
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data for Charles Schwab Bank (Unaudited)
(Dollars in Millions)
8.
Ratios
December 31,
Return on average stockholder’s equity
Return on average total assets
Average stockholder’s equity as a percentage of average total assets
2016
14.27 %
0.96 %
6.73 %
2015
12.85 %
0.89 %
6.96 %
2014
12.71 %
0.91 %
7.15 %
F-10
THE CHARLES SCHWAB CORPORATION
EXHIBIT 12.1
Computation of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
(Dollar amounts in millions)
(Unaudited)
Year Ended December 31,
2016
2015
2014
2013
2012
Earnings before taxes on earnings
$
2,993 $
2,279 $
2,115 $
1,705 $
1,450
Fixed charges
Interest expense:
Bank deposits
Payables to brokerage clients
Short-term borrowings
Long-term debt
Other
Total
Interest portion of rental expense
Total fixed charges (A)
37
3
9
104
18
171
88
259
29
2
-
92
9
132
77
209
30
2
-
73
(3)
102
71
173
31
3
-
69
2
105
69
174
42
3
-
103
2
150
68
218
Earnings before taxes on earnings and fixed charges (B)
$
3,252 $
2,488 $
2,288 $
1,879 $
1,668
Ratio of earnings to fixed charges (B) ÷ (A) (1)
12.6
11.9
13.2
10.8
7.7
Ratio of earnings to fixed charges, excluding bank deposits
and payables to brokerage clients interest expense (2)
14.7
13.8
16.0
13.2
9.4
Total fixed charges
Preferred stock dividends and other (3)
Total fixed charges and preferred stock dividends and other (C)
$
259 $
209 $
173 $
174 $
218
227
486 $
131
340 $
96
269 $
97
271 $
70
288
$
Ratio of earnings to fixed charges and preferred stock
dividends and other (B) ÷ (C) (1)
6.7
7.3
8.5
6.9
5.8
Ratio of earnings to fixed charges and preferred stock dividends
and other, excluding bank deposits and payables to brokerage
clients interest expense (2)
7.2
8.0
9.5
7.8
6.7
(1) The ratios of earnings to fixed charges and earnings to fixed charges and preferred stock dividends and other are calculated in
accordance with SEC requirements. For such purposes, “earnings” consist of earnings before taxes on earnings and fixed charges.
“Fixed charges” consist of interest expense as listed above, and one-third of property, equipment and software rental expense, which is
estimated to be representative of the interest factor.
(2) Because interest expense incurred in connection with both bank deposits and payables to brokerage clients is completely offset by
interest revenue on related investments and loans, the Company considers such interest to be an operating expense. Accordingly, the
ratio of earnings to fixed charges, excluding bank deposits and payables to brokerage clients interest expense, and the ratio of earnings
to fixed charges and preferred stock dividends and other, excluding bank deposits and payables to brokerage clients interest expense,
reflect the elimination of such interest expense as a fixed charge.
(3) The preferred stock dividend and other amounts represent the pre-tax earnings that would be required to pay the dividends on
outstanding preferred stock.
THE CHARLES SCHWAB CORPORATION
EXHIBIT 21.1
Subsidiaries of the Registrant
Pursuant to Item 601 (b)(21)(ii) of Regulation S-K, certain subsidiaries of the Registrant have been
omitted which, considered in the aggregate as a single subsidiary, would not constitute a significant
subsidiary (as defined in Rule 1-02(w) of Regulation S-X) as of December 31, 2016.
The following is a listing of the significant subsidiaries of the Registrant:
Schwab Holdings, Inc. (holding company for Charles Schwab & Co., Inc.), a Delaware corporation
Charles Schwab & Co., Inc., a California corporation
Charles Schwab Bank, a Federal Savings Association
Charles Schwab Investment Management, Inc., a Delaware corporation
THE CHARLES SCHWAB CORPORATION
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements of our report dated February 23, 2017,
relating to the consolidated financial statements and financial statement schedule of The Charles Schwab Corporation, and the
effectiveness of The Charles Schwab Corporation’s internal control over financial reporting, appearing in this Annual Report on
Form 10-K of The Charles Schwab Corporation for the year ended December 31, 2016:
Filed on Form S-3:
Registration Statement No. 333-200939
Filed on Form S-8:
(Debt Securities, Preferred Stock, Depositary Shares, Common Stock,
Purchase Contracts, Warrants, and Units Consisting of Two or More
Securities)
Registration Statement No. 333-205862
(The Charles Schwab Corporation 2013 Stock Incentive Plan)
Registration Statement No. 333-192893
(The Charles Schwab Corporation Financial Consultant Career
Achievement Award Program)
Registration Statement No. 333-189553
(The Charles Schwab Corporation 2013 Stock Incentive Plan)
Registration Statement No. 333-175862
(The Charles Schwab Corporation 2004 Stock Incentive Plan)
Registration Statement No. 333-173635
(optionsXpress Holdings, Inc. 2008 Equity Incentive Plan,
optionsXpress Holdings, Inc. 2005 Equity Incentive Plan, and
optionsXpress, Inc. 2001 Equity Incentive Plan)
Registration Statement No. 333-144303
(The Charles Schwab Corporation Employee Stock Purchase Plan)
Registration Statement No. 333-131502
(The Charles Schwab Corporation Deferred Compensation Plan II)
Registration Statement No. 333-101992
(The Charles Schwab Corporation 2004 Stock Incentive Plan)
Registration Statement No. 333-71322
(The SchwabPlan Retirement Savings and Investment Plan)
Registration Statement No. 333-63448
(The Charles Schwab Corporation 2004 Stock Incentive Plan)
Registration Statement No. 333-47107
(The Charles Schwab Corporation 2004 Stock Incentive Plan)
Registration Statement No. 333-44793
(Charles Schwab Profit Sharing and Employee Stock Ownership Plan)
/s/ Deloitte & Touche LLP
San Francisco, California
February 23, 2017
THE CHARLES SCHWAB CORPORATION
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Walter W. Bettinger II, certify that:
1.
I have reviewed this Annual Report on Form 10-K of The Charles Schwab Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 23, 2017
/s/ Walter W. Bettinger II
Walter W. Bettinger II
President and Chief Executive Officer
THE CHARLES SCHWAB CORPORATION
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph R. Martinetto, certify that:
1.
I have reviewed this Annual Report on Form 10-K of The Charles Schwab Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 23, 2017
/s/ Joseph R. Martinetto
Joseph R. Martinetto
Senior Executive Vice President and
Chief Financial Officer
THE CHARLES SCHWAB CORPORATION
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of The Charles Schwab Corporation (the Company) on Form 10-K for the
year ended December 31, 2016 (the Report), I, Walter W. Bettinger II, President and Chief Executive Officer of the
Company, hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-
Oxley Act of 2002, that to the best of my knowledge:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company for the periods presented therein.
/s/ Walter W. Bettinger II
Walter W. Bettinger II
President and Chief Executive Officer
Date: February 23, 2017
A signed original of this written statement required by Section 906 has been provided to The Charles Schwab
Corporation and will be retained by The Charles Schwab Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.
THE CHARLES SCHWAB CORPORATION
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of The Charles Schwab Corporation (the Company) on Form 10-K for the
year ended December 31, 2016 (the Report), I, Joseph R. Martinetto, Senior Executive Vice President and Chief
Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company for the periods presented therein.
/s/ Joseph R. Martinetto
Joseph R. Martinetto
Senior Executive Vice President
and Chief Financial Officer
Date: February 23, 2017
A signed original of this written statement required by Section 906 has been provided to The Charles Schwab
Corporation and will be retained by The Charles Schwab Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.
Board of Directors
Charles R. Schwab
Chairman of the Board,
The Charles Schwab Corporation
Age: 79. Director since 1986.
Term expires in 2019.
John K. Adams, Jr.
Former Managing Director, Financial
Institutions Group, UBS Investment
Bank, a financial services firm
Age: 61. Director since 2015.
Term expires in 2019.
Member of the Audit Committee;
Nominating and Corporate Governance
Committee; Risk Committee.
Nancy H. Bechtle
Chairman, Sugar Bowl Corporation,
a ski resort operator
Age: 79. Director since 1992.
Term expires in 2018.
Member of the Compensation
Committee; Nominating and
Corporate Governance Committee.
Walter W. Bettinger II
President and Chief Executive Officer,
The Charles Schwab Corporation
Age: 56. Director since 2008.
Term expires in 2018.
C. Preston Butcher
Chairman and Chief Executive
Officer, Legacy Partners, a real estate
development and management firm
Age: 78. Director since 1988.
Term expires in 2018.
Member of the Audit Committee;
Nominating and Corporate
Governance Committee.
Christopher V. Dodds
Senior Advisor, Carlyle Group,
a private equity firm
Age: 57. Director since 2014.
Term expires in 2018.
Chairman of the Risk Committee;
member of the Audit Committee;
Nominating and Corporate
Governance Committee.
i
BOARD OF DIRECTORS
Arun Sarin
Former Chief Executive Officer,
Vodafone Group Plc, a mobile
telecommunications company
Age: 62. Director since 2009.
Term expires in 2019.
Member of the Risk Committee;
Nominating and Corporate
Governance Committee.
Paula A. Sneed
Chairman and Chief Executive Officer,
Phelps Prescott Group, LLC, a strategy
and management consulting firm
Age: 69. Director since 2002.
Term expires in 2019.
Member of the Compensation
Committee; Nominating and
Corporate Governance Committee.
Roger O. Walther
Chairman and Chief Executive Officer,
Tusker Corporation, a real estate and
business management company
Age: 81. Director since 1989.
Term expires in 2017.
Chairman of the Compensation
Committee; member of the Nominating
and Corporate Governance Committee.
Robert N. Wilson
Chairman, Mevion Medical Systems,
Inc., a medical device company
Age: 76. Director since 2003.
Term expires in 2017.
Member of the Compensation
Committee; Nominating and
Corporate Governance Committee;
Risk Committee.
Stephen A. Ellis
Managing Partner, TPG Capital,
a private equity and alternative
investment firm
Age: 54. Director since 2012.
Term expires in 2019.
Member of the Nominating and
Corporate Governance Committee;
Audit Committee.
Mark A. Goldfarb
Managing Partner, BDO USA, LLP,
an accounting and consulting firm
Age: 65. Director since 2012.
Term expires in 2018.
Chairman of the Audit Committee;
member of the Nominating and
Corporate Governance Committee.
William S. Haraf
Special Advisor, Promontory Financial
Group, a financial consulting firm
Age: 68. Director since 2015.
Term expires in 2017.
Member of the Audit Committee;
Nominating and Corporate Governance
Committee; Risk Committee.
Frank C. Herringer
Retired, Chairman of the Board and
Chief Executive Officer, Transamerica
Corporation, a financial services
company
Age: 74. Director since 1996.
Term expires in 2017.
Chairman of the Nominating and
Corporate Governance Committee;
member of the Compensation
Committee.
Stephen T. McLin
Chairman and Chief Executive Officer,
STM Holdings LLC, which offers merger
and acquisition advice
Age: 70. Director since 1988.
Term expires in 2017.
Member of the Nominating and
Corporate Governance Committee;
Risk Committee.
BOARD OF DIRECTORS
Corporate information
The Charles Schwab Corporation
211 Main Street
San Francisco, CA 94105
(415) 667-7000
www.aboutschwab.com
The Charles Schwab Corporation
(NYSE: SCHW) is a leading provider of
financial services, with more than 330
branches, 10.2 million active brokerage
accounts, 1.5 million retirement plan
participants, 1.1 million banking
accounts, and $2.78 trillion in client
assets as of December 31, 2016.
Through its operating subsidiaries,
the company provides a full range of
securities brokerage, banking, money
management, and financial advisory
services to individual investors and
independent investment advisors.
Office of the Corporate Secretary
(415) 667-9807
Annual Meeting
The annual meeting of stockholders
will be conducted at 2:00 p.m. (Pacific
Time) on May 16, 2017, at 211 Main
Street, San Francisco, CA, and via the
Internet. To register, visit
www.schwabevents.com/corporation.
Publications
To obtain the company’s annual report,
10-K, 10-Q, quarterly earnings release,
or monthly activity report without
charge, contact:
Charles Schwab Investor Relations
211 Main Street
San Francisco, CA 94105
investor.relations@schwab.com
These documents may also be
viewed in the Investor Relations
section of the company’s website at
www.aboutschwab.com.
Stock Ownership Services
All stockholders of record are welcome
to participate in The Charles Schwab
Corporation Dividend Reinvestment
and Stock Purchase Plan, managed by
Wells Fargo Bank, N.A. For information
on the Dividend Reinvestment and
Stock Purchase Plan, or for assistance
on stock ownership questions, contact:
Transfer Agent & Registrar, Wells Fargo
Bank, N.A.
Shareowner Services
P.O. Box 64854
St. Paul, MN 55164
(877) 778-6753
www.shareowneronline.com
About This Annual Report
CEO and CFO certifications:
The Charles Schwab Corporation
has included as exhibits to its Annual
Report, on Form 10-K for the year
ended December 31, 2016, filed
with the Securities and Exchange
Commission, certificates of its Chief
Executive Officer and Chief Financial
Officer certifying the quality of the
company’s public disclosure.
Trademarks or
Registered Trademarks
Charles Schwab, Schwab, Schwab
Intelligent Advisory, and other
trademarks appearing herein, which
may be indicated by “®” and “™,” are
registered trademarks or trademarks
of Charles Schwab & Co., Inc. or an
affiliated entity in the U.S. and/or
other countries. These trademarks and
registered trademarks are proprietary
to Charles Schwab & Co., Inc., or an
affiliated entity in the U.S. and/or other
countries. Third-party trademarks
appearing in this report are the
property of their respective owners.
Customer Service
Investor Services: (800) 435-4000
www.schwab.com
Advisor Services: (877) 687-4085
www.advisorservices.schwab.com
Investor Relations
Richard G. Fowler, Senior Vice President
(415) 667-1841
investor.relations@schwab.com
Legislative & Regulatory Affairs
Jeffrey T. Brown, Senior Vice President
325 7th Street NW, Suite 200
Washington, DC 20004
(202) 662-4902
Corporate Communications
Joe Carberry, Senior Vice President
Media Hotline: (888) 767-5432
public.relations@schwab.com
Charles Schwab Foundation
Carrie Schwab-Pomerantz,
Chairman and President of Charles
Schwab Foundation and Senior Vice
President, Charles Schwab & Co., Inc.
charlesschwabfoundation@schwab.com
Independent Auditors
Deloitte & Touche LLP
555 Mission Street
San Francisco, CA 94105
(415) 783-4000
www.deloitte.com
Outside Counsel
Arnold & Porter Kaye Scholer LLP
Three Embarcadero Center, 10th Floor
San Francisco, CA 94111-4024
(415) 471-3100
www.apks.com
CORPORATE INFORMATION ii
The Charles Schwab Corporation
211 Main Street
San Francisco, CA 94105
(415) 667-7000
Schwab.com
AboutSchwab.com
twitter.com/CharlesSchwab
linkedin.com/company/Charles-Schwab
facebook.com/CharlesSchwab
youtube.com/user/CharlesSchwab
Printed on recycled paper.
©2017 The Charles Schwab Corporation. All rights reserved.
MKT10448-29 (02/17)
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