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SCHWAB CHARLES CORP - Quarter Report: 2020 March (Form 10-Q)



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

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File Number: 1-9700

THE  CHARLES  SCHWAB  CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
94-3025021
(State or other jurisdiction of incorporation or organization)
 
(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
Trading Symbol(s)
Name of each exchange on which registered
Common Stock – $.01 par value per share
SCHW
New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 6.00% Non-Cumulative Preferred Stock, Series C
SCHW PrC
New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D
SCHW PrD
New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒   No ☐

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
1,287,412,923 shares of $.01 par value Common Stock outstanding on April 30, 2020



THE CHARLES SCHWAB CORPORATION

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



 Index

 
 
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23-24
 
 
 
25-54
 
 
 
 
 
 
Item 2.
 
1-17
 
 
 
 
 
 
Item 3.
 
 
 
 
 
 
 
Item 4.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
Item 1A.
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
Item 3.
 
 
 
 
 
 
 
Item 4.
 
 
 
 
 
 
 
Item 5.
 
 
 
 
 
 
 
Item 6.
 
 
 
 
 
 
 
 
 
 






Part I – FINANCIAL INFORMATION

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



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

INTRODUCTION

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

Principal business subsidiaries of CSC include the following:

Charles Schwab & Co., Inc. (CS&Co), a securities broker-dealer;
Charles Schwab Bank, SSB (CSB), our principal banking entity; and
Charles Schwab Investment Management, Inc. (CSIM), the investment advisor for Schwab’s proprietary mutual funds (Schwab Funds®) and for Schwab’s exchange-traded funds (Schwab ETFs™).

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

Schwab provides financial services to individuals and institutional clients through two segments – Investor Services and Advisor Services. The Investor Services segment provides retail brokerage and banking services to individual investors, and retirement plan services, as well as other corporate brokerage services, to businesses and their employees. The Advisor Services segment provides custodial, trading, banking, and support services, as well as retirement business services, to independent registered investment advisors (RIAs), independent retirement advisors, and recordkeepers.
Schwab was founded on the belief that all Americans deserve access to a better investing experience. Although much has changed in the intervening years, our purpose remains clear – to champion every client’s goals with passion and integrity. Guided by this purpose and our vision of creating the most trusted leader in investment services, management has adopted a strategy described as “Through Clients’ Eyes.”

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

Management estimates that investable wealth in the United States (U.S.) (consisting of assets in defined contribution, retail wealth management and brokerage, and registered investment advisor channels, along with bank deposits) currently exceeds $45 trillion, which means the Company’s $3.50 trillion in client assets leaves substantial opportunity for growth. Our strategy is based on the principle that developing trusted relationships will translate into more assets from both new and existing clients, ultimately driving more revenue, and along with expense discipline and thoughtful capital management, will generate earnings growth and build long-term stockholder value.

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

On our website, https://www.aboutschwab.com, we post the following filings after they are electronically filed with or furnished to the Securities and Exchange Commission (SEC): annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. In addition, the website also includes the Dodd-Frank stress test results, our regulatory capital disclosures based on Basel III, and our quarterly average liquidity coverage ratio (LCR). The SEC maintains a website at https://www.sec.gov that contains reports, proxy statements, and other information that we file electronically with them.

- 1 -


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


FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “estimate,” “appear,” “could,” “would,” “expand,” “aim,” “maintain,” and other similar expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.
These forward-looking statements, which reflect management’s beliefs, objectives, and expectations as of the date hereof, are estimates based on the best judgment of Schwab’s senior management. These statements relate to, among other things:
Maximizing our market valuation and stockholder returns over time; our belief that developing trusted relationships will translate into more client assets which drives revenue and, along with expense discipline and thoughtful capital management, generates earnings growth and builds stockholder value (see Introduction in Part I, Item 2);
Impacts related to the coronavirus (COVID-19) pandemic (see Overview);
Focus on scale and efficiency and balancing near-term profitability with continued reinvestment for long-term growth (see Overview);
Balance sheet management and Tier 1 Leverage Ratio operating objective (see Overview and Risk Management – Capital Management);
Pending transactions involving TD Ameritrade, USAA’s Investment Management Company (USAA-IMCO), and Wasmer, Schroeder & Company, LLC (Wasmer Schroeder), including anticipated closing, status and acquisition-related expenses; the funding for the USAA-IMCO transaction and entering into a referral agreement (see Overview, Risk Management – Liquidity Risk, Capital Management, and Commitments and Contingencies in Part I, Item 1, Financial Information – Notes to Condensed Consolidated Financial Statements (Item 1) – Note 9);
Timing and ability to invest amounts currently held in excess reserves into higher yielding investments (see Results of Operations);
Net interest margin compression and net interest revenue (see Results of Operations);
2020 capital expenditures (see Results of Operations);
The phase-out of the use of LIBOR (see Risk Management);
Sources of capital (see Risk Management – Capital Management);
The expected impact of new accounting standards not yet adopted (see Summary of Significant Accounting Policies in Item 1 – Note 2);
The likelihood of indemnification and guarantee payment obligations (see Commitments and Contingencies in Item 1 – Note 9); and
The impact of legal proceedings and regulatory matters (see Commitments and Contingencies in Item 1 – Note 9 and Legal Proceedings in Part II, Item 1).

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

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;
Our ability to attract and retain clients, develop trusted relationships, and grow client assets;
Client use of our advisory solutions and other products and services;
The level of client assets, including cash balances;
Competitive pressure on pricing, including deposit rates;
Client sensitivity to interest rates;
Regulatory guidance;
Capital and liquidity needs and management;
Our ability to manage expenses;
Our ability to develop and launch new and enhanced products, services, and capabilities, as well as enhance our infrastructure, in a timely and successful manner;
Our ability to monetize client assets;
The scope and duration of the COVID-19 pandemic and actions taken by governmental authorities to contain the spread of the virus and the economic impact;

- 2 -


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


The ability of our platform to handle increased client volume;
Failure of the parties to satisfy the closing conditions in the agreements for the pending acquisitions of TD Ameritrade, USAA-IMCO and Wasmer Schroeder in a timely manner or at all, including stockholder and regulatory approvals, and the implementation of conversion or integration plans;
Disruptions to the parties’ businesses as a result of the announcement and pendency of the acquisitions;
The risk that expected revenue, expense and other synergies and benefits from the acquisitions may not be fully realized or may take longer to realize than expected;
Client cash allocations and cash sorting;
LIBOR trends;
Spreads on securities;
Mix of excess reserves to AFS securities;
The availability and terms of external financing;
The timing of campus expansion work and technology projects;
Adverse developments in litigation or regulatory matters and any related charges; and
Potential breaches of contractual terms for which we have indemnification and guarantee obligations.

Certain of these factors, as well as general risk factors affecting the Company, are discussed in greater detail in Part I – Item 1A – Risk Factors in the 2019 Form 10-K.

- 3 -


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


OVERVIEW
Management focuses on several client activity and financial metrics in evaluating Schwab’s financial position and operating performance. Results for the first quarter of 2020 and 2019 are:
 
Three Months Ended
March 31,
 
Percent
Change
 
2020
 
2019
 
Client Metrics
 
 
 
 
 
Net new client assets (in billions)
$
73.2

 
$
51.7

 
42
%
Core net new client assets (in billions)
$
73.2

 
$
51.7

 
42
%
Client assets (in billions, at quarter end)
$
3,496.9

 
$
3,585.4

 
(2
)%
Average client assets (in billions)
$
3,918.8

 
$
3,465.7

 
13
%
New brokerage accounts (in thousands)
609

 
386

 
58
%
Active brokerage accounts (in thousands, at quarter end)
12,736

 
11,787

 
8
%
Assets receiving ongoing advisory services (in billions,
at quarter end)
$
1,822.8

 
$
1,871.2

 
(3
)%
Client cash as a percentage of client assets (at quarter end)
15.1
%
 
11.3
%
 
 

Company Financial Metrics
 

 
 

 
 

Total net revenues
$
2,617

 
$
2,723

 
(4
)%
Total expenses excluding interest
1,570

 
1,459

 
8
%
Income before taxes on income
1,047

 
1,264

 
(17
)%
Taxes on income
252

 
300

 
(16
)%
Net income
795

 
964

 
(18
)%
Preferred stock dividends and other
38

 
39

 
(3
)%
Net income available to common stockholders
$
757

 
$
925

 
(18
)%
Earnings per common share — diluted
$
.58

 
$
.69

 
(16
)%
Net revenue growth from prior year
(4
)%
 
14
%
 
 

Pre-tax profit margin
40.0
%
 
46.4
%
 
 

Return on average common stockholders’ equity (annualized)
14
%
 
20
%
 
 

Expenses excluding interest as a percentage of average client
assets (annualized)
0.16
 %
 
0.17
%
 
 
Consolidated Tier 1 Leverage Ratio (at quarter end)
6.9
%
 
7.2
%
 
 

The first quarter of 2020 saw an unprecedented environment as the COVID-19 pandemic upended daily life both world-wide and here in the U.S. Throughout this challenging time, the Company operated without significant client disruption. Schwab’s unwavering focus on continuing to earn our clients’ trust is made possible by the significant contributions of our employees, and the Company remains committed to serving our clients while protecting our employees’ wellbeing. In response to the pandemic, we have enabled approximately 95% of our employees to work remotely, and, in addition to other measures, we made a $1,000 payment to all non-officer employees to help them cover costs incurred due to the COVID-19 pandemic.

Core net new assets during the first quarter totaled $73.2 billion, up 42% from the first quarter of 2019. Clients opened 609,000 new brokerage accounts, bringing total active brokerage accounts to 12.7 million at quarter end, up 8% from March 2019. The first quarter saw record trading activity, as daily average trades for the period reached 1.5 million, a 98% increase from the first quarter of 2019. Our ongoing and multi-year investments in our technology systems helped ensure we efficiently processed the quarter’s record trading activity and client interactions across our various communication channels.

Schwab’s first quarter financial results were shaped by this very challenging economic environment in which the decade-long bull market ended – with the S&P falling 20% during the period and the Federal Reserve cutting the target overnight rate 150 basis points to near zero in an emergency effort to help shield the economy amid pandemic concerns. Schwab’s first quarter net income totaled $795 million, a decrease of $169 million, or 18%, from the first quarter of 2019. Diluted earnings per common share in the first quarter of $0.58 represented a decrease of 16% from the first quarter of 2019.

- 4 -


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


Total net revenues in the quarter were $2.6 billion, a decrease of 4% from the first quarter of 2019. Net interest revenue declined 6% year-over-year to $1.6 billion, due to declines in interest rates across maturities in the quarter, which offset the impact of significantly higher levels of client cash balances held at our bank and broker-dealer subsidiaries. Asset management and administration fees of $827 million represented a 10% increase from the first quarter of 2019, largely due to our clients’ sustained utilization of advice solutions along with increased balances in purchased money market funds, helping offset sharp declines in equity market valuations. Trading revenue declined 13% year-over-year to $188 million due to our October 2019 pricing actions, partially offset by the significant increase in trading volume.

Total expenses excluding interest were $1.6 billion in the quarter, representing an increase of 8% from the first quarter of 2019. This total included approximately $27 million for the $1,000 payments to employees and other compensation and business continuity expenses relating to our pandemic response. Our first quarter expenses also included $37 million relating to our pending acquisitions described below. Our longstanding focus on scale and efficiency has helped us begin the year with a first quarter pre-tax profit margin of 40.0% and remains an important strength as we balance near-term profitability with continued reinvestment for long-term growth.

Regardless of the environment, our priorities for balance sheet management remain intact, including supporting our ongoing growth while also maintaining appropriate levels of liquidity and capital. With first quarter market volatility and lower interest rates driving a significant influx of client cash, total balance sheet assets increased by $77 billion during the quarter to $371 billion at March 31st. Consistent with optimizing liquidity management during heightened volatility, we issued 5- and 10-year senior notes totaling $1.1 billion in March. We finished the first quarter with a Tier 1 Leverage Ratio of 6.9%, consistent with our operating objective of 6.75%-7.00%. Return on average common stockholders’ equity was 14% for the first quarter of 2020, down from 20% in the first quarter of 2019, due to lower net income as well as a $3.9 billion increase in accumulated other comprehensive income (AOCI) due to unrealized gains in our available for sale (AFS) investment securities portfolio.

Our pending acquisitions of TD Ameritrade and assets of USAA-IMCO remain on track, with anticipated closing of USAA-IMCO expected in mid-2020, and TD Ameritrade in the second half of 2020. In late February, we entered into a definitive agreement to acquire Wasmer Schroeder, which will add established strategies and new separately managed account offerings to our existing fixed income lineup. Our purchase of Wasmer Schroeder is also expected to close mid-2020, subject to satisfaction of customary closing conditions.

Subsequent Event

On April 30, 2020, the Company issued and sold 2,500,000 depositary shares, each representing a 1/100th ownership interest in a share of 5.375% fixed-rate reset non-cumulative perpetual preferred stock, Series G, $0.01 par value per share, with a liquidation preference of $100,000 per share (equivalent of $1,000 per depositary share). The net proceeds of the offering were approximately $2.47 billion, after deducting the underwriting discount and estimated offering expenses.

Current Regulatory Environment and Other Developments

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





- 5 -


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


RESULTS OF OPERATIONS

Total Net Revenues

The following tables present a comparison of revenue by category:
 
 
 
2020
 
2019
Three Months Ended March 31,
Percent
Change
 
Amount
 
% of
Total Net
Revenues
 
Amount
 
% of
Total Net
Revenues
Net interest revenue
 
 
 
 
 
 
 
 
 
Interest revenue
(15
)%
 
$
1,708

 
65
%
 
$
1,998

 
73
%
Interest expense
(57
)%
 
(136
)
 
(5
)%
 
(317
)
 
(11
)%
Net interest revenue
(6
)%
 
1,572

 
60
%
 
1,681

 
62
%
Asset management and administration fees
 
 
 
 
 
 
 
 
 
Mutual funds, ETFs, and collective trust funds (CTFs)
9
%
 
452

 
17
%
 
414

 
16
%
Advice solutions
12
%
 
312

 
12
%
 
278

 
10
%
Other

 
63

 
3
%
 
63

 
2
%
Asset management and administration fees
10
%
 
827

 
32
%
 
755

 
28
%
Trading revenue
 
 
 
 
 
 
 
 
 
Commissions
(31
)%
 
113

 
4
%
 
163

 
6
%
Principal transactions
(9
)%
 
20

 
1
%
 
22

 
1
%
Order flow revenue (1)
72
%
 
55

 
2
%
 
32

 
1
%
Trading revenue (1)
(13
)%
 
188

 
7
%
 
217

 
8
%
Other (1)
(57
)%
 
30

 
1
%
 
70

 
2
%
Total net revenues
(4
)%
 
$
2,617

 
100
%
 
$
2,723

 
100
%
(1) In the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.

Net Interest Revenue

Revenue on interest-earning assets is affected by various factors, such as the composition of assets, prevailing interest rates and spreads at the time of origination or purchase, changes in interest rates on floating rate securities and loans, and changes in prepayment levels for mortgage-backed and other asset-backed securities and loans.

Interest rates across maturities declined during the first three months of 2020 relative to the end of 2019. During the first quarter of 2020, the Federal Reserve cut the federal funds target overnight rate twice, for a total of 150 basis points to near zero; on the longer-end of the curve, the 10-year Treasury rate declined by over 120 basis points. The changes in the economic environment in the first quarter of 2020 resulting from the COVID-19 pandemic drove significantly higher levels of client cash sweep balances. Given the rapid accumulation of these balances, the Company initially placed a substantial amount in excess reserves at the Federal Reserve, which totaled $58.7 billion at March 31, 2020, up from $18.8 billion at the end of 2019. Similarly, from December 31, 2019 to March 31, 2020, payables to brokerage clients increased $10.0 billion while margin loan balances decreased $2.3 billion, contributing to growth in cash and investments segregated. Consistent with our existing asset-liability-management approach, we expect to invest the majority of the amounts currently held in excess reserves into higher yielding investments over the next several quarters.


- 6 -


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


The following tables present net interest revenue information corresponding to interest-earning assets and funding sources on the condensed consolidated balance sheets:
 
2020
 
2019
Three Months Ended March 31,
Average Balance
 
Interest Revenue/ Expense
 
Average Yield/Rate
 
Average Balance
 
Interest Revenue/ Expense
 
Average Yield/Rate
Interest-earning assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
32,134

 
$
85

 
1.04
%
 
$
24,983

 
$
151

 
2.42
%
Cash and investments segregated
23,716

 
87

 
1.45
%
 
13,533

 
83

 
2.44
%
Broker-related receivables
730

 
2

 
1.35
%
 
257

 
2

 
2.75
%
Receivables from brokerage clients
19,151

 
168

 
3.47
%
 
18,972

 
214

 
4.52
%
Available for sale securities (1, 2)
197,745

 
1,185

 
2.39
%
 
66,853

 
451

 
2.70
%
Held to maturity securities (2)

 

 

 
132,427

 
916

 
2.77
%
Bank loans
18,897

 
144

 
3.06
%
 
16,578

 
149

 
3.61
%
Total interest-earning assets
292,373

 
1,671

 
2.28
%
 
273,603

 
1,966

 
2.88
%
Other interest revenue
 
 
37

 
 
 
 
 
32

 
 
Total interest-earning assets
$
292,373

 
$
1,708

 
2.33
%
 
$
273,603

 
$
1,998

 
2.92
%
Funding sources
 
 
 
 
 
 
 
 
 
 
 
Bank deposits
$
227,523

 
$
57

 
0.10
%
 
$
219,987

 
$
226

 
0.42
%
Payables to brokerage clients
30,287

 
8

 
0.10
%
 
22,184

 
23

 
0.43
%
Short-term borrowings (3)
3

 

 
1.07
%
 
30

 

 
2.48
%
Long-term debt
7,527

 
66

 
3.53
%
 
6,845

 
62

 
3.61
%
Total interest-bearing liabilities
265,340

 
131

 
0.20
%
 
249,046

 
311

 
0.51
%
Non-interest-bearing funding sources
27,033

 
 
 
 
 
24,557

 
 
 
 
Other interest expense
 
 
5

 
 
 
 
 
6

 
 
Total funding sources
$
292,373

 
$
136

 
0.19
%
 
$
273,603

 
$
317

 
0.46
%
Net interest revenue
 
 
$
1,572

 
2.14
%
 
 
 
$
1,681

 
2.46
%
(1) Amounts have been calculated based on amortized cost.
(2) On January 1, 2020, the Company transferred all of its investment securities designated as held to maturity (HTM) to the AFS category, as described in Note 4.
(3) Interest revenue or expense was less than $500,000 in the period or periods presented.

Net interest revenue decreased $109 million, or 6%, in the first quarter of 2020 compared to the same period in 2019, due primarily to lower average investment yields, partially offset by growth in interest-earning assets.

Average interest-earning assets for the first quarter of 2020 were higher by 7% compared to the same period in 2019. The increase in average interest-earning assets for the first quarter of 2020 was primarily driven by higher client cash balances in bank deposits and payables to brokerage clients.

Our net interest margin was 2.14% during the first quarter of 2020, down from 2.46% a year earlier. This decrease was driven primarily by lower yields received on interest-earning assets due largely to the Federal Reserve’s 2019 and 2020 interest rate decreases. We expect some net interest margin compression in coming quarters largely due to the impact of lower interest rates across maturities; at the same time, higher balances of cash and other interest-earning assets can be additive to net interest revenue. The amount of net interest margin compression and resulting net interest revenue is dependent on a number of factors, including the timing of investing cash into higher yielding assets, changes to LIBOR, and the level of client cash balances.






- 7 -


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


Asset Management and Administration Fees

The following tables present asset management and administration fees, average client assets, and average fee yields:
Three Months Ended March 31,
2020
 
2019
Average
Client
Assets
 
Revenue
 
Average
Fee
 
Average
Client
Assets
 
Revenue
 
Average
Fee
Schwab money market funds
$
203,772

 
$
152

 
0.30
%
 
$
158,268

 
$
122

 
0.31
%
Schwab equity and bond funds, ETFs, and CTFs
290,808

 
76

 
0.11
%
 
244,314

 
70

 
0.12
%
Mutual Fund OneSource® and other non-transaction fee funds
188,583

 
147

 
0.31
%
 
187,223

 
147

 
0.32
%
Other third-party mutual funds and ETFs (1)
451,959

 
77

 
0.07
%
 
452,461

 
75

 
0.07
%
Total mutual funds, ETFs, and CTFs (2)
$
1,135,122

 
452

 
0.16
%
 
$
1,042,266

 
414

 
0.16
%
Advice solutions (2) 
 
 
 
 
 
 
 
 
 
 
 
Fee-based
$
263,256

 
312

 
0.48
%
 
$
230,394

 
278

 
0.49
%
Non-fee-based
71,229

 

 

 
66,756

 

 

Total advice solutions
$
334,485

 
312

 
0.38
%
 
$
297,150

 
278

 
0.38
%
Other balance-based fees (3)
432,847

 
54

 
0.05
%
 
392,191

 
52

 
0.05
%
Other (4)
 
 
9

 
 
 
 
 
11

 
 
Total asset management and administration fees
 
 
$
827

 
 
 
 
 
$
755

 
 
(1) Beginning in the fourth quarter of 2019, Schwab ETF OneSource™ was discontinued as a result of the elimination of online trading commissions for U.S. and Canadian-listed ETFs.
(2) Average client assets for advice solutions may also include the asset balances contained in the mutual fund and/or ETF categories listed above.
(3) Includes various asset-related fees, such as trust fees, 401(k) recordkeeping fees, and mutual fund clearing fees and other service fees.
(4) Includes miscellaneous service and transaction fees relating to mutual funds and ETFs that are not balance-based.

Asset management and administration fees increased by $72 million, or 10%, in the first quarter of 2020 compared to the same period in 2019. This increase was primarily driven by higher revenue from increased balances in purchased money market funds and advice solutions in the first quarter of 2020 relative to the first quarter of 2019, helping offset declines in equity market valuations in the first quarter of 2020.

The following table presents a roll forward of client assets for the Schwab money market funds, Schwab equity and bond funds, ETFs, and CTFs, and Mutual Fund OneSource® and other non-transaction fee (NTF) funds. These funds generated 45% of the asset management and administration fees earned during the first quarters of 2020 and 2019:

Schwab Money
Market Funds
 
Schwab Equity and
Bond Funds, ETFs, and CTFs
 
Mutual Fund OneSource® 
and Other NTF funds
Three Months Ended March 31,
2020
 
2019
 
2020
 
2019
 
2020
 
2019
Balance at beginning of period
$
200,826

 
$
153,472

 
$
286,275

 
$
209,471

 
$
202,068

 
$
180,532

Net inflows (outflows)
1,989

 
5,152

 
6,531

 
7,248

 
(10,565
)
 
(6,206
)
Net market gains (losses) and other
913

 
1,045

 
(57,183
)
 
24,168

 
(29,864
)
 
20,790

Balance at end of period
$
203,728

 
$
159,669

 
$
235,623

 
$
240,887

 
$
161,639

 
$
195,116

 
 


- 8 -


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


Trading Revenue
The following table presents trading revenue and related information:

Three Months Ended March 31,
 
Percent
Change

2020
 
2019
 
Trading revenue (1)
$
188

 
$
217

 
(13
)%
Clients’ daily average trades (DATs) (in thousands)
1,540

 
777

 
98
%
Number of trading days
62.0

 
61.0

 
2
%
Revenue per trade (2)
$
1.97

 
$
4.58

 
(57
)%
Note:
Effective October 7, 2019, CS&Co eliminated online trade commissions for U.S. and Canadian-listed stocks and ETFs, as well as the base charge on options.
(1)
In the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.
(2)
Revenue per trade is calculated as trading revenue divided by DATs multiplied by the number of trading days.

Trading revenue decreased $29 million, or 13%, in the first quarter of 2020 compared to the same period in 2019, due primarily to our 2019 pricing actions, which more than offset a significant increase in clients’ daily average trades and higher order flow revenue amid heightened market volatility. Order flow revenue was $55 million and $32 million during the first quarters of 2020 and 2019, respectively. The increase in order flow revenue during the first quarter of 2020 was due to a higher volume of trades.

Other Revenue

Other revenue includes certain service fees, software fees, exchange processing fees, and non-recurring gains. Other revenue decreased $40 million, or 57%, in the first quarter of 2020 compared to the same period in 2019. This decrease was primarily driven by a gain recognized in the first quarter of 2019 from the assignment of leased office space, as well as an increase in the allowance for credit losses on bank loans in the first quarter of 2020.


- 9 -


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


Total Expenses Excluding Interest
The following table shows a comparison of expenses excluding interest:
 
Three Months Ended
March 31,
 
Percent
Change
 
2020
 
2019
 
Compensation and benefits
 
 
 
 
 
Salaries and wages
$
502

 
$
476

 
5
%
Incentive compensation
227

 
216

 
5
%
Employee benefits and other
168

 
158

 
6
%
Total compensation and benefits
$
897

 
$
850

 
6
%
Professional services
182

 
170

 
7
%
Occupancy and equipment
142

 
131

 
8
%
Advertising and market development
67

 
69

 
(3
)%
Communications
75

 
62

 
21
%
Depreciation and amortization
96

 
83

 
16
%
Regulatory fees and assessments
34

 
32

 
6
%
Other
77

 
62

 
24
%
Total expenses excluding interest
$
1,570

 
$
1,459

 
8
%
Expenses as a percentage of total net revenues
 
 
 
 
 
Compensation and benefits
34
%
 
31
%
 
 
Advertising and market development
3
%
 
3
%
 
 
Full-time equivalent employees (in thousands)
 
 
 
 
 
At quarter end
20.2

 
20.0

 
1
%
Average
20.0

 
19.9

 
1
%
Total compensation and benefits increased in the first quarter of 2020 compared to the same period in 2019, reflecting annual merit increases and an increase in employee headcount to support our expanding client base. The increase was also due to the Company’s payment of $1,000 to all non-officer employees in March 2020 to help them cover costs incurred due to the COVID-19 pandemic.
Professional services expense increased in the first quarter of 2020 compared to the same period in 2019, primarily due to expenses relating to pending acquisitions and overall growth in the business.
Occupancy and equipment expense increased in the first quarter of 2020 compared to the same period in 2019, primarily due to an increase in technology equipment costs associated with higher customer trade volumes.
Communications expense increased in the first quarter of 2020 compared to the same period in 2019, primarily due to higher customer trade volumes as well as overall growth in our business and client base.
Depreciation and amortization expenses grew in the first quarter of 2020 compared to the same period in 2019, primarily due to higher depreciation of buildings and equipment related to expansion of our campuses in the U.S. in 2019 and 2020, as well as higher amortization of purchased and internally developed software associated with continued investments in software and technology enhancements.
Other expenses increased in the first quarter of 2020 compared to the same period in 2019, primarily resulting from increases in processing fees and related expenses due to higher customer trade volumes and market volatility, as well as expenses relating to pending acquisitions. These increases were partially offset by lower travel and entertainment expense.

Capital expenditures were $250 million and $181 million in the first quarter of 2020 and 2019, respectively. The increase in capital expenditures from the prior year was primarily due to higher capitalized software costs, partially offset by lower building expansion in 2020 relative to the first quarter of 2019. Excluding any potential impact of the pending acquisition of TD Ameritrade, we anticipate capital expenditures for full-year 2020 to be approximately 5-6% of total net revenues.

- 10 -


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


Taxes on Income

Taxes on income were $252 million and $300 million for the first quarters of 2020 and 2019, respectively, resulting in effective income tax rates on income before taxes of 24.1% and 23.7%, respectively. The increase in the effective tax rate in the first quarter of 2020 compared to the same period in the prior year was due to a decrease in equity compensation tax deduction benefits and an increase in nondeductible acquisition costs, partially offset by state-related tax benefits recognized during the first quarter of 2020.

Segment Information

Financial information for our segments is presented in the following tables:
 
Investor Services
 
Advisor Services
 
Total
Three Months Ended March 31,
Percent Change
 
2020
 
2019
 
Percent Change
 
2020
 
2019
 
Percent Change
 
2020
 
2019
Net Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest revenue
(6
)%
 
$
1,128

 
$
1,195

 
(9
)%
 
$
444

 
$
486

 
(6
)%
 
$
1,572

 
$
1,681

Asset management and administration fees
13
%
 
600

 
533

 
2
%
 
227

 
222

 
10
%
 
827

 
755

Trading revenue (1)
(16
)%
 
119

 
141

 
(9
)%
 
69

 
76

 
(13
)%
 
188

 
217

Other (1)
(52
)%
 
20

 
42

 
(64
)%
 
10

 
28

 
(57
)%
 
30

 
70

Total net revenues
(2
)%
 
1,867

 
1,911

 
(8
)%
 
750

 
812

 
(4
)%
 
2,617

 
2,723

Expenses Excluding Interest
9
%
 
1,154

 
1,062

 
5
%
 
416

 
397

 
8
%
 
1,570

 
1,459

Income before taxes on income
(16
)%
 
$
713

 
$
849

 
(20
)%
 
$
334

 
$
415

 
(17
)%
 
$
1,047

 
$
1,264

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net New Client Assets (in billions)
21
%
 
$
35.3

 
$
29.2

 
68
%
 
$
37.9

 
$
22.5

 
42
%
 
$
73.2

 
$
51.7

(1) In the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.

Investor Services

Total net revenues decreased by 2% in the first quarter of 2020 compared to the same period in 2019, primarily due to decreases in net interest revenue, trading revenue and other revenue, partially offset by an increase in asset management and administration fees. Net interest revenue decreased primarily due to lower average investment yields, partially offset by growth in interest-earning assets. Trading revenue decreased primarily as a result of the Company’s 2019 pricing actions, partially offset by higher trading volume. The decrease in other revenue was primarily driven by a gain recognized in the first quarter of 2019 from the assignment of leased office space, as well as an increase in the allowance for credit losses on bank loans in the first quarter of 2020. Asset management and administration fees increased primarily due to increased balances in purchased money market funds and advice solutions.

Expenses excluding interest increased by 9% in the first quarter of 2020 compared to the same period in 2019, primarily due to higher compensation and benefits, professional services, depreciation and amortization, and other expenses. Compensation and benefits increased in the first quarter or 2020 due to annual merit increases and increased headcount to support our expanding client base, as well as the Company’s payment of $1,000 to all non-officer employees in March 2020 to help them cover costs incurred due to the COVID-19 pandemic. Professional services also increased, driven by expenses related to pending acquisitions and overall growth in the business. Depreciation and amortization increased due to higher depreciation of buildings and equipment related to our campus expansion, as well as higher amortization of purchased and internally developed software associated with continued investments in software and technology enhancements. Other expenses increased due to increased processing fees associated with higher customer trade volumes and expenses related to pending acquisitions, partially offset by lower travel and entertainment expenses.


- 11 -


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)


Advisor Services

Total net revenues decreased by 8% in the first quarter of 2020 compared to the same period in 2019, primarily due to decreases in net interest revenue, trading revenue, and other revenue, partially offset by an increase in asset management and administration fees. Net interest revenue decreased primarily due to lower average investment yields, partially offset by growth in interest-earning assets. Trading revenue decreased primarily as a result of the Company’s 2019 pricing actions, partially offset by higher trading volume. The decrease in other revenue was primarily driven by a gain recognized in the first quarter of 2019 from the assignment of leased office space. Asset management and administration fees increased primarily due to increased balances in purchased money market funds.

Expenses excluding interest increased by 5% in the first quarter of 2020 compared to the same period in 2019, primarily due to higher compensation and benefits expense as well as higher depreciation and amortization expense. Compensation and benefits increased in the first quarter of 2020 due to annual merit increases and increased headcount to support our expanding client base, as well as the Company’s payment of $1,000 to all non-officer employees in March 2020 to help them cover costs incurred due to the COVID-19 pandemic. Depreciation and amortization expense increased primarily due to higher depreciation of buildings and equipment related to our campus expansion, as well as higher amortization of internally developed software associated with continued investments in software and technology enhancements.


RISK MANAGEMENT

Schwab’s business activities expose us to a variety of risks, including operational, credit, market, liquidity, and compliance risks. The Company has a comprehensive risk management program to identify and manage these risks and their associated potential for financial and reputational impact. For a discussion of our risk management programs, see Item 7 – Risk Management in the 2019 Form 10-K.

Net Interest Revenue Simulation

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

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

Net interest revenue sensitivity analysis assumes that the asset and liability structure of the consolidated balance sheet would not be changed as a result of the simulated changes in interest rates. As we actively manage the consolidated balance sheet and interest rate exposure, in all likelihood we would take steps to manage additional interest rate exposure that could result from changes in the interest rate environment. The following table shows the simulated net interest revenue change over the next 12 months beginning March 31, 2020 and December 31, 2019 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:
 
March 31, 2020
 
December 31, 2019
Increase of 100 basis points
15.8
%
 
4.8
%
Decrease of 100 basis points
(7.8
)%
 
(7.4
)%
The change in net interest revenue sensitivities as of March 31, 2020 reflects a significantly lower interest rate curve from the fourth quarter of 2019 due to the global economic impact from the COVID-19 pandemic. Higher short-term interest rates would

- 12 -


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


positively impact net interest revenue as yields on interest earning assets are expected to rise faster than the cost of funding sources. A decline in interest rates could negatively impact the yield on the Company’s investment and loan portfolio to a greater degree than any offsetting reduction in interest expense from funding sources, compressing net interest margin.

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

Economic Value of Equity Simulation

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

As a result of the low interest rate environment in the first quarter of 2020, the downward assessments of our net interest revenue and EVE simulations as of March 31, 2020 reflected the assumption of non-negative investment yields.

Expected Phase-out of LIBOR

The Company has established a firm-wide team to address the likely discontinuation of LIBOR. As part of our efforts, we have inventoried our LIBOR exposures, the largest of which are certain investment securities and loans. In purchasing new investment securities, we ensure that appropriate fall-back language is in the security’s prospectus in the event that LIBOR is unavailable or deemed unreliable. We are updating loan agreements to ensure new LIBOR-based loans adequately provide for an alternative to LIBOR. Furthermore, we plan to phase-out the use of LIBOR as a reference rate in our new lending products before December 2021. Consistent with our “Through Clients’ Eyes” strategy, our focus throughout the LIBOR transition process is to ensure clients are treated fairly and consistently as this major change is occurring in the financial markets. The market transition process has not yet progressed to a point at which the impact to the Company’s consolidated financial statements of LIBOR’s discontinuation can be estimated.

Liquidity Risk

Funding Sources

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

Other sources of funds may include cash flows from operations, maturities and sales of investment securities, repayments on loans, securities lending of assets held in client brokerage accounts, repurchase agreements, and cash provided by external financing.
 
To meet daily funding needs, we maintain liquidity in the form of overnight cash deposits and short-term investments. For unanticipated liquidity needs, we also maintain a buffer of highly liquid investments, including U.S. Treasury securities.


- 13 -


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


In addition to internal sources of liquidity, Schwab has access to external funding. The following table describes external debt facilities available at March 31, 2020:
Description
Borrower
 
Outstanding
 
Available
Federal Home Loan Bank secured credit facility (1)
Banking subsidiaries
 
$

 
$
43,602

Federal Reserve discount window (2)
Banking subsidiaries
 

 
8,169

Uncommitted, unsecured lines of credit with various external banks
CSC, CS&Co
 

 
1,642

Unsecured commercial paper (3)
CSC
 

 
750

Committed, unsecured credit facility with various external banks
CSC
 

 
750

(1) Amounts available are dependent on the amount of first lien residential real estate mortgage loans (First Mortgages), home equity lines of credit (HELOCs), and the fair value of certain investment securities that are pledged as collateral.
(2) Amounts available are dependent on the fair value of certain investment securities that are pledged as collateral.
(3) CSC has authorization from its Board of Directors to issue Commercial Paper Notes to not exceed $1.5 billion. Management has set a current limit not to exceed the amount of the committed, unsecured credit facility.

CSC’s ratings for Commercial Paper Notes are P1 by Moody’s Investor Service (Moody’s), A1 by Standard & Poor’s Rating Group (Standard & Poor’s), and F1 by Fitch Ratings, Ltd (Fitch) at March 31, 2020 and December 31, 2019.
CSC also has a universal automatic shelf registration statement on file with the SEC, which enables it to issue debt, equity, and other securities.

Liquidity Coverage Ratio

Pursuant to the 2019 interagency regulatory capital and liquidity rules, beginning in the first quarter of 2020, Schwab became subject to a reduced LCR rule requiring the Company to hold high quality liquid assets (HQLA) in an amount equal to at least 85% of the Company’s projected net cash outflows over a prospective 30-calendar-day period of acute liquidity stress, calculated on each business day. See Part I – Item 1 – Regulation in the 2019 Form 10-K for additional information. The Company was in compliance with the reduced LCR rule at March 31, 2020. The table below presents information about our average daily LCR:
 
Average for the
Three Months Ended
March 31, 2020
 
Total eligible high quality liquid assets
$
49,234

Net cash outflows
$
43,212

LCR
114
%

Borrowings

The following are details of the Senior Notes:
March 31, 2020
Par
Outstanding
 
Maturity
Weighted Average
Interest Rate
Moody’s
Standard
& Poor’s
Fitch
Senior Notes
$
8,581

 
2020 - 2030
3.46%
A2
A
A

New Debt Issuances

The new debt issuances in 2020 were senior unsecured obligations with interest payable semi-annually. Additional details are as follows:
Issuance Date
Issuance Amount
Maturity Date
Interest Rate
3/24/2020
$
600

3/24/2025
4.200
%
3/24/2020
$
500

3/22/2030
4.625
%


- 14 -


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


Acquisition of USAA-IMCO

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


CAPITAL MANAGEMENT

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

As a result of the significant inflow of client cash in the first quarter of 2020, our consolidated Tier 1 Leverage Ratio declined from 7.3% at year-end 2019 to 6.9% at March 31, 2020. While we continue to maintain our long-term operating objective of 6.75%-7.00%, our Tier 1 Leverage Ratio is likely to decline further into the buffer we maintain between our long-term operating objective and our regulatory requirement. Moreover, our Tier 1 Leverage Ratio may remain below the level seen at March 31, 2020 in coming quarters before returning to our operating objective over time. We expect to continue managing our capital position in accordance with our policy and strategy described above and in further detail in the 2019 Form 10-K.

Regulatory Capital Requirements

CSC and CSB are subject to various capital requirements set by regulatory agencies as discussed in further detail in the 2019 Form 10-K and in Item 1 – Note 14. As of March 31, 2020, CSC and CSB are considered well capitalized.


- 15 -


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 consolidated and CSB’s capital ratios as of March 31, 2020 and December 31, 2019:
 
March 31, 2020 (1)
December 31, 2019 (1)
 
CSC
 
CSB
 
CSC
 
CSB
Total stockholders’ equity
$
26,270

 
$
18,862

 
$
21,745

 
$
14,832

Less:
 
 
 
 
 
 
 
Preferred stock
2,793

 

 
2,793

 

Common Equity Tier 1 Capital before regulatory adjustments
$
23,477

 
$
18,862

 
$
18,952

 
$
14,832

Less:
 
 
 
 
 
 
 
Goodwill, net of associated deferred tax liabilities
$
1,184

 
$
13

 
$
1,184

 
$
13

Other intangible assets, net of associated deferred tax liabilities
97

 

 
104

 

Deferred tax assets, net of valuation allowances and deferred tax liabilities
4

 

 
4

 

Accumulated other comprehensive income (AOCI) adjustment (1)
3,995

 
3,436

 

 

Common Equity Tier 1 Capital
$
18,197

 
$
15,413

 
$
17,660

 
$
14,819

Tier 1 Capital
$
20,990

 
$
15,413

 
$
20,453

 
$
14,819

Total Capital
21,023

 
15,445

 
20,472

 
14,837

Risk-Weighted Assets
99,039

 
78,082

 
90,512

 
71,521

Total Leverage Exposure
310,299

 
228,916

 
286,813

 
216,582

Common Equity Tier 1 Capital/Risk-Weighted Assets
18.4
%
 
19.7
%
 
19.5
%
 
20.7
%
Tier 1 Capital/Risk-Weighted Assets
21.2
%
 
19.7
%
 
22.6
%
 
20.7
%
Total Capital/Risk-Weighted Assets
21.2
%
 
19.8
%
 
22.6
%
 
20.7
%
Tier 1 Leverage Ratio
6.9
%
 
6.9
%
 
7.3
%
 
7.1
%
Supplementary Leverage Ratio
6.8
%
 
6.7
%
 
7.1
%
 
6.8
%
(1) In the interagency regulatory capital and liquidity rules adopted in October 2019, Category III banking organizations such as CSC were given the ability to opt-out of the inclusion of AOCI in regulatory capital, and CSC made this opt-out election as of January 1, 2020. Therefore, AOCI is excluded from the amounts and ratios presented as of March 31, 2020. In 2019, CSC and CSB were required to include all components of AOCI in regulatory capital; the amounts and ratios for December 31, 2019 are presented on this basis.

CSB is also subject to regulatory requirements that restrict and govern the terms of affiliate transactions. In addition, CSB is required to provide notice to, and may be required to obtain approval from, the Federal Reserve to declare dividends to CSC.

As a broker-dealer, CS&Co is subject to regulatory requirements of the Uniform Net Capital Rule. At March 31, 2020, CS&Co was in compliance with its net capital requirements.

In addition to the capital requirements above, Schwab’s subsidiaries are subject to other regulatory requirements intended to ensure financial soundness and liquidity. See Item 1 – Note 14 for additional information on the components of stockholders’ equity and information on the capital requirements of significant subsidiaries.


- 16 -


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


Dividends

On January 30, 2020, the Board of Directors of the Company declared a one cent, or 6%, increase in the quarterly cash dividend to $0.18 per common share.

Cash dividends paid and per share amounts for the first three months of 2020 and 2019 are as follows:
 
 
2020
 
2019
Three Months Ended March 31,
 
Cash Paid
 
Per Share
Amount
 
Cash Paid
 
Per Share
Amount
Common Stock
 
$
233

 
$
0.18

 
$
228

 
$
0.17

Series A Preferred Stock (1)
 
14

 
35.00

 
14

 
35.00

Series C Preferred Stock (2)
 
9

 
15.00

 
9

 
15.00

Series D Preferred Stock (2)
 
11

 
14.88

 
11

 
14.88

Series E Preferred Stock (3)
 
14

 
2,312.50

 
14

 
2,312.50

Series F Preferred Stock (4)
 

 

 

 

(1) Dividends paid semi-annually until February 1, 2022 and quarterly thereafter.
(2) Dividends paid quarterly.
(3) Dividends paid semi-annually until March 1, 2022 and quarterly thereafter.
(4) Dividends paid semi-annually beginning on June 1, 2018 until December 1, 2027, and quarterly thereafter.

Share Repurchases

On January 30, 2019, CSC publicly announced that its Board of Directors authorized the repurchase of up to $4.0 billion of common stock. The authorization does not have an expiration date. There were no repurchases of CSC’s common stock under this authorization during the first quarter of 2020, leaving $1.8 billion remaining on our existing authorization as of March 31, 2020.
 

OTHER

Foreign Exposure
At March 31, 2020, Schwab had exposure to non-sovereign financial and non-financial institutions in foreign countries, as well as agencies of foreign governments. At March 31, 2020, the fair value of these holdings totaled $8.5 billion, with the top three exposures being to issuers and counterparties domiciled in France at $5.6 billion, the Netherlands at $834 million, and Sweden at $675 million. In addition, Schwab had outstanding margin loans to foreign residents of $909 million at March 31, 2020.

Off-Balance Sheet Arrangements
Schwab enters into various off-balance sheet arrangements in the ordinary course of business, primarily to meet the needs of our clients. These arrangements include firm commitments to extend credit. Additionally, Schwab enters into guarantees and other similar arrangements in the ordinary course of business. For information on each of these arrangements, see Item 1 – Note 5, Note 6, Note 8, Note 9, and Note 10, and Item 8 – Note 14 in the 2019 Form 10-K.


CRITICAL ACCOUNTING ESTIMATES

Certain of our accounting policies that involve a higher degree of judgment and complexity are discussed in Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates in the 2019 Form 10-K. There have been no changes to critical accounting estimates during the first three months of 2020.



- 17 -



THE CHARLES SCHWAB CORPORATION



Item 3. Quantitative and Qualitative Disclosures About Market Risk

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


- 18 -


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

THE CHARLES SCHWAB CORPORATION
Condensed Consolidated Statements of Income
(In Millions, Except Per Share Amounts)
(Unaudited)

 
Three Months Ended March 31,
 
2020
 
2019
Net Revenues
 
 
 
Interest revenue
$
1,708

 
$
1,998

Interest expense
(136
)
 
(317
)
Net interest revenue
1,572

 
1,681

Asset management and administration fees
827

 
755

Trading revenue (1)
188

 
217

Other (1)
30

 
70

Total net revenues
2,617

 
2,723

Expenses Excluding Interest
 
 
 
Compensation and benefits
897

 
850

Professional services
182

 
170

Occupancy and equipment
142

 
131

Advertising and market development
67

 
69

Communications
75

 
62

Depreciation and amortization
96

 
83

Regulatory fees and assessments
34

 
32

Other
77

 
62

Total expenses excluding interest
1,570

 
1,459

Income before taxes on income
1,047

 
1,264

Taxes on income
252

 
300

Net Income
795

 
964

Preferred stock dividends and other (2)
38

 
39

Net Income Available to Common Stockholders
$
757

 
$
925

Weighted-Average Common Shares Outstanding:
 
 
 
Basic
1,287

 
1,333

Diluted (3)
1,294

 
1,344

Earnings Per Common Shares Outstanding:
 
 
 
Basic
$
.59

 
$
.69

Diluted (3)
$
.58

 
$
.69


(1) In the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.
(2) Includes preferred stock dividends and undistributed earnings and dividends allocated to non-vested restricted stock units.
(3) Antidilutive stock options and restricted stock units excluded from the calculation of diluted EPS totaled 19 million and 16 million shares for the first quarters of 2020 and 2019, respectively.

See Notes to Condensed Consolidated Financial Statements.


- 19 -



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


 
Three Months Ended
March 31,
 
2020
 
2019
Net income
$
795

 
$
964

Other comprehensive income (loss), before tax:
 

 
 

Change in net unrealized gain (loss) on available for sale securities:
 

 
 

Net unrealized gain (loss)
5,151

 
227

Other reclassifications included in other revenue

 
(1
)
Amortization of amounts previously recorded upon transfer to held to maturity from available for sale

 
12

Other comprehensive income (loss), before tax
5,151

 
238

Income tax effect
(1,244
)
 
(57
)
Other comprehensive income (loss), net of tax
3,907

 
181

Comprehensive Income
$
4,702

 
$
1,145


See Notes to Condensed Consolidated Financial Statements.


- 20 -



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


 
March 31, 2020
 
December 31, 2019
Assets
 
 
 
Cash and cash equivalents
$
68,458

 
$
29,345

Cash and investments segregated and on deposit for regulatory purposes (including resale
agreements of $17,044 at March 31, 2020 and $9,028 at December 31, 2019)
34,309

 
20,483

Receivables from brokerage clients — net
19,001

 
21,767

Available for sale securities (amortized cost of $215,873 and $61,155 at March 31, 2020
and December 31, 2019, respectively)
221,232

 
61,422

Held to maturity securities

 
134,706

Bank loans — net
19,521

 
18,212

Equipment, office facilities, and property — net
2,291

 
2,128

Goodwill
1,227

 
1,227

Other assets
4,740

 
4,715

Total assets
$
370,779

 
$
294,005

Liabilities and Stockholders’ Equity
 
 
 

Bank deposits
$
277,477

 
$
220,094

Payables to brokerage clients
49,251

 
39,220

Accrued expenses and other liabilities
9,259

 
5,516

Long-term debt
8,522

 
7,430

Total liabilities
344,509

 
272,260

Stockholders’ equity:
 
 
 

Preferred stock — $.01 par value per share; aggregate liquidation preference of $2,850
2,793

 
2,793

Common stock — 3 billion shares authorized; $.01 par value per share; 1,487,543,446
shares issued
15

 
15

Additional paid-in capital
4,714

 
4,656

Retained earnings
20,487

 
19,960

Treasury stock, at cost — 200,222,755 shares at March 31, 2020 and 201,818,100
shares at December 31, 2019
(5,734
)
 
(5,767
)
Accumulated other comprehensive income (loss)
3,995

 
88

Total stockholders’ equity
26,270

 
21,745

Total liabilities and stockholders’ equity
$
370,779

 
$
294,005


See Notes to Condensed Consolidated Financial Statements.


- 21 -



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


 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Income (Loss)
 
 
 
Preferred Stock
 
Common stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Treasury Stock,
at cost
 
 
Total
 
 
Shares
 
Amount
 
 
 
 
 
Balance at December 31, 2018
$
2,793

 
1,488

 
$
15

 
$
4,499

 
$
17,329

 
$
(3,714
)
 
$
(252
)
 
$
20,670

Net income

 

 

 

 
964

 

 

 
964

Other comprehensive income (loss), net of tax

 

 

 

 

 

 
181

 
181

Dividends declared on preferred stock

 

 

 

 
(34
)
 

 

 
(34
)
Dividends declared on common stock — $.17 per share

 

 

 

 
(228
)
 

 

 
(228
)
Stock option exercises and other

 

 

 
(14
)
 

 
40

 

 
26

Share-based compensation

 

 

 
53

 

 

 

 
53

Other

 

 

 
10

 
(14
)
 
(3
)
 

 
(7
)
Balance at March 31, 2019
$
2,793

 
1,488

 
$
15

 
$
4,548

 
$
18,017

 
$
(3,677
)
 
$
(71
)
 
$
21,625

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2019
$
2,793

 
1,488

 
$
15

 
$
4,656

 
$
19,960

 
$
(5,767
)
 
$
88

 
$
21,745

Net income

 

 

 

 
795

 

 

 
795

Other comprehensive income (loss), net of tax

 

 

 

 

 

 
3,907

 
3,907

Dividends declared on preferred stock

 

 

 

 
(34
)
 

 

 
(34
)
Dividends declared on common stock — $.18 per share

 

 

 

 
(233
)
 

 

 
(233
)
Stock option exercises and other

 

 

 
(8
)
 

 
31

 

 
23

Share-based compensation

 

 

 
56

 

 

 

 
56

Other

 

 

 
10

 
(1
)
 
2

 

 
11

Balance at March 31, 2020
$
2,793

 
1,488

 
$
15

 
$
4,714

 
$
20,487

 
$
(5,734
)
 
$
3,995

 
$
26,270


See Notes to Condensed Consolidated Financial Statements.

- 22 -



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


 
Three Months Ended
March 31,
 
2020
 
2019
Cash Flows from Operating Activities
 

 
 
Net income
$
795

 
$
964

Adjustments to reconcile net income to net cash provided by (used for) operating activities:
 

 
 
Share-based compensation
56

 
56

Depreciation and amortization
96

 
83

Premium amortization, net, on available for sale and held to maturity securities
190

 
68

Other
83

 
33

Net change in:
 

 
 

Investments segregated and on deposit for regulatory purposes
(3,810
)
 
(1,520
)
Receivables from brokerage clients
2,763

 
1,121

Other assets
187

 
(58
)
Payables to brokerage clients
10,031

 
(3,025
)
Accrued expenses and other liabilities
(273
)
 
(317
)
Net cash provided by (used for) operating activities
10,118

 
(2,595
)
Cash Flows from Investing Activities
 
 
 
Purchases of available for sale securities
(27,769
)
 
(1,132
)
Proceeds from sales of available for sale securities
69

 
10,652

Principal payments on available for sale securities
10,191

 
6,039

Purchases of held to maturity securities

 
(1,235
)
Principal payments on held to maturity securities

 
3,996

Net change in bank loans
(1,327
)
 
81

Purchases of equipment, office facilities, and property
(156
)
 
(139
)
Purchases of Federal Home Loan Bank stock

 
(2
)
Purchases of Federal Reserve stock
(182
)
 

Other investing activities
(22
)
 
25

Net cash provided by (used for) investing activities
(19,196
)
 
18,285

Cash Flows from Financing Activities
 
 
 
Net change in bank deposits
57,383

 
(11,969
)
Issuance of long-term debt
1,089

 

Dividends paid
(281
)
 
(276
)
Proceeds from stock options exercised
23

 
26

Other financing activities
(6
)
 
(10
)
Net cash provided by (used for) financing activities
58,208

 
(12,229
)
Increase (Decrease) in Cash and Cash Equivalents, including Amounts Restricted
49,130

 
3,461

Cash and Cash Equivalents, including Amounts Restricted at Beginning of Period
45,577

 
38,227

Cash and Cash Equivalents, including Amounts Restricted at End of Period
$
94,707

 
$
41,688



Continued on following page.



- 23 -



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


Continued from previous page.
 
Three Months Ended
March 31,
 
2020
 
2019
Supplemental Cash Flow Information
 
 
 
Non-cash investing activity:
 
 
 
Securities transferred from held to maturity to available for sale, at fair value
$
136,099

 
$
8,771

Securities purchased during the period but settled after period end
$
2,634

 
$

Additions of equipment, office facilities, and property
$
94

 
$
42

Non-cash financing activity:
 
 
 
Extinguishment of finance lease obligation through an assignment agreement
$

 
$
52

Other Supplemental Cash Flow Information
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
169

 
$
336

Income taxes
$
20

 
$
23

Amounts included in the measurement of lease liabilities
$
37

 
$
32

Leased assets obtained in exchange for new operating lease liabilities
$
64

 
$
28

 
 
 
 
 
March 31, 2020
 
March 31, 2019
Reconciliation of cash, cash equivalents and amounts reported within the balance sheet (1)
 
 
 
Cash and cash equivalents
$
68,458

 
$
32,558

Restricted cash and cash equivalents amounts included in cash and investments segregated
and on deposit for regulatory purposes
26,249

 
9,130

Total cash and cash equivalents, including amounts restricted shown in the
statement of cash flows
$
94,707

 
$
41,688

(1) For more information on the nature of restrictions on restricted cash and cash equivalents, see Note 14.

See Notes to Condensed Consolidated Financial Statements.


- 24 -


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


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

Principal business subsidiaries of CSC include the following:

Charles Schwab & Co., Inc. (CS&Co), a securities broker-dealer;
Charles Schwab Bank, SSB (CSB), our principal banking entity; and
Charles Schwab Investment Management, Inc. (CSIM), the investment advisor for Schwab’s proprietary mutual funds (Schwab Funds®) and for Schwab’s exchange-traded funds (Schwab ETFs™).

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

These unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the U.S. (GAAP), which require management to make certain estimates and assumptions that affect the reported amounts in the accompanying financial statements and in the related disclosures. These estimates are based on information available as of the date of the condensed consolidated financial statements. While management makes its best judgment, actual amounts or results could differ from these estimates. In the opinion of management, all normal, recurring adjustments have been included for a fair statement of this interim financial information.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, included in Schwab’s 2019 Form 10-K.
Reclassifications: Certain prior period amounts have been reclassified to conform to the current period presentation. Beginning in the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue in the condensed consolidated statements of income. Prior period amounts have been reclassified to reflect this change.
The significant accounting policies are included in Note 2 in the 2019 Form 10-K. There have been no significant changes to these accounting policies during the first three months of 2020, except as described in Note 2 below.


2.    Summary of Significant Accounting Policies

Cash and investments segregated and on deposit for regulatory purposes

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

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

- 25 -


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

Receivables from brokerage clients

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

AFS investment securities

AFS investment securities are recorded at fair value and unrealized gains and losses, other than losses related to credit factors, are reported, net of taxes, in AOCI included in stockholders’ equity. Realized gains and losses from sales of AFS investment securities are determined on a specific identification basis and are included in other revenue.

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

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

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

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

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

Securities borrowed and securities loaned

Securities borrowed transactions require Schwab to deliver cash to the lender in exchange for securities; the receivables from these transactions are included in other assets on the condensed consolidated balance sheets. For securities loaned, Schwab receives collateral in the form of cash in an amount equal to or greater than the market value of securities loaned; the payables from these transactions are included in accrued expenses and other liabilities on the condensed consolidated balance sheets. The market value of securities borrowed and loaned are monitored, with additional collateral obtained or refunded to ensure full

- 26 -


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

collateralization. Fees received or paid are recorded in interest revenue or interest expense. Schwab applies the practical expedient based on collateral maintenance provisions in estimating an allowance for credit losses for securities borrowed receivables.

Bank loans and related allowance for credit losses

Bank loans are recorded at their contractual principal amounts and include unamortized direct origination costs or net purchase discounts or premiums. Direct origination costs and premiums and discounts are recognized in interest revenue using the effective interest method over the contractual life of the loan and are adjusted for actual prepayments. Additionally, management estimates an allowance for credit losses, which is deducted from the amortized cost basis of loans to arrive at the amount expected to be collected. The bank loan portfolio includes four loan types: First Mortgages, HELOCs, pledged asset lines (PALs), and other loans. We use these segments when developing and documenting our methodology for determining the allowance for credit losses.

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

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

The methodology to establish an allowance for credit losses for First Mortgages and HELOCs utilizes statistical models that estimate prepayments, defaults, and expected losses for these loan segments based on predicted behavior of individual loans within the segments. The methodology also evaluates concentrations in the loan types, including loan products within those types, year of origination, and geographical distribution of collateral.

Expected credit losses are forecast using a loan-level simulation of the delinquency status of the loans over the term of the loans. The simulation starts with the current relevant risk indicators, including the current delinquent status of each loan, the estimated current LTV ratio (Estimated Current LTV) of each loan, the term and structure of each loan, current key interest rates including U.S. Treasury and LIBOR rates, and borrower FICO scores. The more significant variables in the simulation include delinquency roll rates, loss severity, housing prices, interest rates, and unemployment rate. Delinquency roll rates (i.e., the rates at which loans transition through delinquency stages and ultimately result in a loss) are estimated from our historical loss experience adjusted for current trends and market information, which includes current and forecast conditions. Loss severity (i.e., loss given default) estimates are based on our historical loss experience and market trends, both current and forecast. The loss severity estimate used in the allowance for credit 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. The unemployment rate forecast is typically based on the recent consensus of regularly published economic surveys. Linear interpolation is applied to revert to long-term trends after the reasonable and supportable forecast period.

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

Management also estimates a liability for expected credit losses on the Company’s commitments to extend credit related to unused HELOCs and commitments to purchase first mortgages. See Note 9 for additional information on these commitments. The liability is calculated by applying the loss factors described above to the commitments expected to be funded and is included in accrued expenses and other liabilities on the condensed consolidated balance sheets. The liability for expected credit losses on these commitments and related activity were immaterial for all periods presented.


- 27 -


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

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

Nonaccrual and Nonperforming loans

First Mortgages, HELOCs, PALs, and other loans are considered past due when a payment is due and unpaid for 30 days. Loans are placed on nonaccrual status upon becoming 90 days past due as to interest or principal (unless the loans are well-secured and in the process of collection), or when the full timely collection of interest or principal becomes uncertain, including loans to borrowers who have filed for bankruptcy. HELOC loans secured by a second lien are placed on non-accrual status if the associated first lien is 90 days or more delinquent, regardless of the payment status of the HELOC. When a loan is placed on nonaccrual status, the accrued interest receivable is written off by reversing interest income and the loan is accounted for on the cash or cost recovery method until qualifying for return to accrual status. Generally, a nonaccrual loan may be returned to accrual status when all delinquent interest and principal is repaid and the borrower demonstrates a sustained period of performance, or when the loan is both well-secured and in the process of collection and collectability is no longer doubtful. Loans on nonaccrual status and other real estate owned are considered nonperforming assets.

Loan Charge-Offs

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

- 28 -


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

New Accounting Standards

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

Adoption requires modified retrospective transition through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the entity applies the new guidance except that a prospective transition is required for AFS debt securities for which an OTTI has been recognized prior to the effective date.
January 1, 2020
The Company adopted CECL as of January 1, 2020 using the modified retrospective method. The adoption of CECL resulted in an immaterial increase in the Company’s allowance for credit losses and an increase in the liability for expected credit losses on commitments to extend credit, both primarily related to First Mortgages and HELOCs. The adoption impact was recorded as an adjustment to retained earnings as of the date of adoption.
ASU 2018-15, “Intangibles– Goodwill and Other–Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)”
Aligns the criteria for capitalizing implementation costs for cloud computing arrangements (CCA) that are service contracts with internal-use software that is developed or purchased and CCAs that include an internal-use software license. This guidance requires that the capitalized implementation costs be recognized over the period of the CCA service contract, subject to impairment evaluation on an ongoing basis.

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

Adoption provides for retrospective or prospective application to all implementation costs incurred after the date of adoption.

January 1, 2020
The Company adopted this guidance prospectively on January 1, 2020. As such, adoption had no impact on the Company’s financial statements. Historically, Schwab has expensed implementation costs as they are incurred for CCAs that are service contracts. Therefore, adopting this guidance will change the Company’s accounting treatment for these types of implementation costs going forward.

- 29 -


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

New Accounting Standards Not Yet Adopted
Standard
Description
Required Date of Adoption
Effects on the Financial Statements or Other Significant Matters
ASU 2020-4, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”



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

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

Once elected, the amendments must be applied prospectively.
N/A. Effective March 12, 2020 through December 31, 2022
The Company is evaluating the expedients and exceptions provided by this guidance. The elected amendments will be applied prospectively and the Company is currently evaluating the potential impacts on its consolidated financial statements.




- 30 -


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

3.    Revenue Recognition
Disaggregated Revenue
Disaggregation of Schwab’s revenue by major source is as follows:
 
Three Months Ended
March 31,
 
2020
2019
Net interest revenue
 
 
 
Interest revenue
$
1,708

 
$
1,998

Interest expense
(136
)
 
(317
)
Net interest revenue
1,572

 
1,681

Asset management and administration fees
 
 
 
Mutual funds, ETFs, and CTFs
452

 
414

Advice solutions
312

 
278

Other
63

 
63

Asset management and administration fees
827

 
755

Trading revenue
 
 
 
Commissions
113

 
163

Principal transactions
20

 
22

Order flow revenue (1)
55

 
32

Trading revenue (1)
188

 
217

Other (1)
30

 
70

Total net revenues
$
2,617

 
$
2,723


(1) In the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.

For a summary of revenue provided by our reportable segments, see Note 15. The recognition of revenue is not impacted by the operating segment in which revenue is generated.
Contract balances
Receivables from contracts with customers within the scope of ASC 606, Revenue From Contracts With Customers (ASC 606) were $588 million at March 31, 2020 and $356 million at December 31, 2019 and were recorded in other assets on the condensed consolidated balance sheets. Schwab did not have any other significant contract assets or contract liability balances as of March 31, 2020 or December 31, 2019.

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

- 31 -


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

4.    Investment Securities

The amortized cost, gross unrealized gains and losses, and fair value of the Company’s investment securities are as follows:
March 31, 2020
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Available for sale securities
 
 
 
 
 
 
 
 
U.S. agency mortgage-backed securities
 
$
173,812

 
$
6,007

 
$
224

 
$
179,595

Asset-backed securities (1)
 
23,077

 
49

 
645

 
22,481

Corporate debt securities (2)
 
11,192

 
136

 
106

 
11,222

U.S. Treasury securities
 
3,616

 
48

 

 
3,664

U.S. state and municipal securities
 
1,493

 
96

 
11

 
1,578

Non-agency commercial mortgage-backed securities
 
1,215

 
16

 
5

 
1,226

Certificates of deposit
 
1,000

 
3

 
5

 
998

Commercial paper (2,3)
 
397

 

 
1

 
396

Foreign government agency securities
 
50

 
1

 

 
51

Other
 
21

 

 

 
21

Total available for sale securities
 
$
215,873

 
$
6,356

 
$
997

 
$
221,232

December 31, 2019
 
 
 
 
 
 
 
 
Available for sale securities
 
 
 
 
 
 
 
 
U.S. agency mortgage-backed securities
 
$
45,964

 
$
312

 
$
121

 
$
46,155

Corporate debt securities (2)
 
5,427

 
57

 

 
5,484

Asset-backed securities (1)
 
4,970

 
30

 
13

 
4,987

U.S. Treasury securities
 
3,387

 
3

 
6

 
3,384

Certificates of deposit
 
1,000

 
4

 

 
1,004

Commercial paper (2,3)
 
394

 
1

 

 
395

Non-agency commercial mortgage-backed securities
 
13

 

 

 
13

Total available for sale securities
 
$
61,155

 
$
407

 
$
140

 
$
61,422

Held to maturity securities
 
 
 
 
 
 
 
 
U.S. agency mortgage-backed securities
 
$
109,325

 
$
1,521

 
$
280

 
$
110,566

Asset-backed securities (1)
 
17,806

 
50

 
85

 
17,771

Corporate debt securities (2)
 
4,661

 
57

 

 
4,718

U.S. state and municipal securities
 
1,301

 
103

 

 
1,404

Non-agency commercial mortgage-backed securities
 
1,119

 
22

 

 
1,141

U.S. Treasury securities
 
223

 
5

 

 
228

Certificates of deposit
 
200

 

 

 
200

Foreign government agency securities
 
50

 

 

 
50

Other
 
21

 

 

 
21

Total held to maturity securities
 
$
134,706

 
$
1,758

 
$
365

 
$
136,099


(1) Approximately 42% and 43% of asset-backed securities held as of March 31, 2020 and December 31, 2019, respectively, were Federal Family Education Loan Program Asset-Backed Securities. Asset-backed securities collateralized by credit card receivables represented approximately 43% and 42% of the asset-backed securities held as of March 31, 2020 and December 31, 2019, respectively.
(2) As of March 31, 2020 approximately 32% of the total AFS, and as of December 31, 2019 approximately 32%, of the total AFS and HTM investments in corporate debt securities and commercial paper were issued by institutions in the financial services industry.
(3) Included in cash and cash equivalents on the condensed consolidated balance sheets, but excluded from this table is $4.1 billion and $2.5 billion of AFS commercial paper as of March 31, 2020 and December 31, 2019, respectively. These holdings have maturities of three months or less and an aggregate market value equal to amortized cost.

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

At March 31, 2020, our banking subsidiaries had pledged securities with a fair value of $35.7 billion as collateral to secure borrowing capacity on secured credit facilities with the Federal Home Loan Bank (FHLB) (see Note 8). Our banking

- 32 -


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

subsidiaries also pledge investment securities as collateral to secure borrowing capacity at the Federal Reserve discount window, and had pledged securities with a fair value of $8.2 billion as collateral for this facility at March 31, 2020. The Company also pledges securities issued by federal agencies to secure certain trust deposits. The fair value of these pledged securities was $1.1 billion at March 31, 2020.

Securities with unrealized losses, aggregated by category and period of continuous unrealized loss, are as follows:
 
Less than 12 months
 
12 months or longer
 
Total
 
 
 
March 31, 2020
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
Available for sale securities
 
 
 
 
 
 
 
 
 
 
 
Asset-backed securities
$
15,852

 
$
515

 
$
2,638

 
$
130

 
$
18,490

 
$
645

U.S. agency mortgage-backed securities
11,077

 
100

 
11,661

 
124

 
22,738

 
224

Corporate debt securities
4,835

 
106

 

 

 
4,835

 
106

Certificates of deposit
795

 
5

 

 

 
795

 
5

Non-agency commercial mortgage-backed securities
397

 
5

 
12

 

 
409

 
5

Commercial paper
396

 
1

 

 

 
396

 
1

U.S. state and municipal securities
182

 
11

 

 

 
182

 
11

Total
$
33,534

 
$
743

 
$
14,311

 
$
254

 
$
47,845

 
$
997

December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
Available for sale securities
 
 
 
 
  
 
 
 
 
 
 
U.S. agency mortgage-backed securities
$
16,023

 
$
94

 
$
6,592

 
$
27

 
$
22,615

 
$
121

Asset-backed securities
960

 
6

 
298

 
7

 
1,258

 
13

U.S. Treasury securities
510

 

 
1,243

 
6

 
1,753

 
6

Total
$
17,493

 
$
100

 
$
8,133

 
$
40

 
$
25,626

 
$
140

Held to maturity securities
 

 
 

 
 

 
 

 
 

 
 

U.S. agency mortgage-backed securities
$
16,183

 
$
100

 
$
18,910

 
$
180

 
$
35,093

 
$
280

Asset-backed securities
7,507

 
63

 
2,898

 
22

 
10,405

 
85

Total
$
23,690

 
$
163

 
$
21,808

 
$
202

 
$
45,498

 
$
365

Total securities with unrealized losses
$
41,183

 
$
263

 
$
29,941

 
$
242

 
$
71,124

 
$
505


At March 31, 2020, substantially all rated securities in the investment portfolios were investment grade. U.S. agency mortgage-backed securities do not have explicit credit ratings; however, management considers these to be of the highest credit quality and rating given the guarantee of principal and interest by the U.S. government or U.S. government-sponsored enterprises.

The Company had $489 million of accrued interest receivable as of March 31, 2020 for AFS securities, and $471 million of accrued interest receivable for AFS and HTM securities as of December 31, 2019. These amounts are excluded from the amortized cost basis of AFS and HTM securities and included in other assets on the condensed consolidated balance sheets. There were no write-offs of accrued interest receivable on AFS securities during the three months ended March 31, 2020, or write-offs of accrued interest receivable on AFS securities or HTM securities during the year ended December 31, 2019.

- 33 -


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

Please refer to Note 2 for a description of management’s quarterly evaluation of AFS securities in unrealized loss positions. No amounts were recognized as credit loss expense and no securities were written down to fair value through earnings for the three months ended March 31, 2020. None of the Company’s AFS securities held as of March 31, 2020 had an allowance for credit losses. No amounts were recognized as OTTI in earnings or other comprehensive income during the year ended December 31, 2019, and as of December 31, 2019, Schwab did not hold any securities on which OTTI was previously recognized.

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

The maturities of AFS securities are as follows:
March 31, 2020
Within
1 year
 
After 1 year
through
5 years
 
After 5 years
through
10 years
 
After
10 years
 
Total
Available for sale securities
 
 
 
 
 
 
 
 
 
U.S. agency mortgage-backed securities
$
1,158

 
$
18,885

 
$
51,687

 
$
107,865

 
$
179,595

Asset-backed securities
43

 
7,818

 
6,091

 
8,529

 
22,481

Corporate debt securities
2,410

 
7,612

 
1,200

 

 
11,222

U.S. Treasury securities
2,834

 
830

 

 

 
3,664

U.S. state and municipal securities

 
98

 
603

 
877

 
1,578

Non-agency commercial mortgage-backed securities

 

 

 
1,226

 
1,226

Certificates of deposit
702

 
296

 

 

 
998

Commercial paper
396

 

 

 

 
396

Foreign government agency securities

 
51

 

 

 
51

Other

 

 

 
21

 
21

Total fair value
$
7,543

 
$
35,590

 
$
59,581

 
$
118,518

 
$
221,232

Total amortized cost
$
7,531

 
$
35,024

 
$
57,258

 
$
116,060

 
$
215,873



Proceeds and gross realized gains and losses from sales of AFS securities are as follows:
 
Three Months Ended
March 31,
 
 
2020
 
2019
Proceeds
$
69

 
$
10,652

Gross realized gains

 
3

Gross realized losses

 
2





- 34 -


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

5.    Bank Loans and Related Allowance for Credit Losses
The composition of bank loans and delinquency analysis by loan type is as follows:
March 31, 2020
Current
30-59 days
past due
60-89 days
past due
>90 days past
due and other
nonaccrual loans
(3)
Total past due
and other
nonaccrual loans
Total
loans
Allowance
for credit
losses
Total
bank
loans – net
First Mortgages (1,2)
$
12,751

$
32

$
3

$
12

$
47

$
12,798

$
21

$
12,777

HELOCs (1,2)
1,055

2

1

9

12

1,067

4

1,063

Pledged asset lines
5,458

6

3


9

5,467


5,467

Other
216



2

2

218

4

214

Total bank loans
$
19,480

$
40

$
7

$
23

$
70

$
19,550

$
29

$
19,521

 
 
 
 
 
 
 
 
 
December 31, 2019
 
 
 
 
 
 
 
 
First Mortgages (1,2)
$
11,665

$
24

$
4

$
11

$
39

$
11,704

$
11

$
11,693

HELOCs (1,2)
1,105

2

1

9

12

1,117

4

1,113

Pledged asset lines
5,202

4



4

5,206


5,206

Other
201



2

2

203

3

200

Total bank loans
$
18,173

$
30

$
5

$
22

$
57

$
18,230

$
18

$
18,212


(1) First Mortgages and HELOCs include unamortized premiums and discounts and direct origination costs of $77 million and $74 million at March 31, 2020 and December 31, 2019, respectively.
(2) At March 31, 2020 and December 31, 2019, 45% of the First Mortgage and HELOC portfolios were concentrated in California. These loans have performed in a manner consistent with the portfolio as a whole.
(3) There were no loans accruing interest that were contractually 90 days or more past due at March 31, 2020 or December 31, 2019.

At March 31, 2020, CSB had pledged $11.9 billion of First Mortgages and HELOCs as collateral to secure borrowing capacity on a secured credit facility with the FHLB (see Note 8).

Changes in the allowance for credit losses on bank loans were as follows:
 
March 31, 2020
 
March 31, 2019
Three Months Ended
First Mortgages
 
HELOCs
 
Other
 
Total (1)
 
First Mortgages
 
HELOCs
 
Other
 
Total (1)
Balance at beginning of period
$
11

 
$
4

 
$
3

 
$
18

 
$
14

 
$
5

 
$
2

 
$
21

Adoption of ASU 2016-13
1

 

 

 
1

 

 

 

 

Charge-offs

 

 

 

 

 

 

 

Recoveries

 

 

 

 

 
1

 

 
1

Provision for credit losses
9

 

 
1

 
10

 

 
(1
)
 

 
(1
)
Balance at end of period
$
21

 
$
4

 
$
4

 
$
29

 
$
14

 
$
5

 
$
2

 
$
21

Note:    Substantially all of the bank loans were collectively evaluated for impairment at December 31, 2019.
(1) All PALs were fully collateralized by securities with fair values in excess of borrowings as of each period presented.

While credit quality metrics and overall performance of the bank loans portfolio remain strong, a higher estimate of expected losses on First Mortgages in the first quarter of 2020 reflects management’s recognition of rapidly deteriorating economic conditions related to the impact of the COVID-19 pandemic and measures introduced by the federal, state, and local authorities to combat it. Management’s reasonable and supportable forecast period is 2020-2021 and includes a sharp increase in the unemployment rate in the second quarter of 2020 and a moderate decline in home prices through the remainder of 2020, with reversion to long-term trends after 2021.


- 35 -


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

A summary of bank loan-related nonperforming assets and troubled debt restructurings is as follows:
 
March 31, 2020
 
December 31, 2019
Nonaccrual loans (1)
$
23

 
$
22

Other real estate owned (2)
1

 
1

Total nonperforming assets
24

 
23

Troubled debt restructurings
2

 
2

Total nonperforming assets and troubled debt restructurings
$
26

 
$
25

(1) Nonaccrual loans include nonaccrual troubled debt restructurings.
(2) Included in other assets on the condensed consolidated balance sheets.

Credit Quality
In addition to monitoring delinquency, Schwab monitors the credit quality of First Mortgages and HELOCs by stratifying the portfolios by the following:
Year of origination;
Borrower FICO scores at origination (Origination FICO);
Updated borrower FICO scores (Updated FICO);
Loan-to-value (LTV) ratios at origination (Origination LTV); and
Estimated current LTV ratios (Estimated Current LTV).
Borrowers’ FICO scores are provided by an independent third-party credit reporting service and updated quarterly. The Origination LTV and Estimated Current LTV for a HELOC include any first lien mortgage outstanding on the same property at the time of the HELOC’s origination. The Estimated Current LTV for each loan is updated on a monthly basis by reference to a home price appreciation index.


- 36 -


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

The credit quality indicators of the Company’s bank loan portfolio are detailed below:
 
First Mortgages Amortized Cost Basis by Origination Year
 
 
 
 
March 31, 2020
2020
2019
2018
2017
2016
pre-2016
Total First Mortgages
Revolving HELOCs amortized cost basis
HELOCs converted to term loans
Total HELOCs
Origination FICO
 
 
 
 
 
 
 
 
 
 
<620
$

$

$

$

$

$
3

$
3

$

$

$

620 – 679
11

14

6

14

19

20

84

2

4

6

680 – 739
222

480

193

278

271

369

1,813

108

100

208

≥740
1,719

3,498

886

1,447

1,689

1,659

10,898

482

371

853

Total
$
1,952

$
3,992

$
1,085

$
1,739

$
1,979

$
2,051

$
12,798

$
592

$
475

$
1,067

Origination LTV
 
 
 
 
 
 
 
 
 
 
≤70%
$
1,578

$
3,120

$
771

$
1,290

$
1,669

$
1,453

$
9,881

$
432

$
331

$
763

>70% – ≤90%
374

872

314

449

310

594

2,913

160

139

299

>90% – ≤100%





4

4


5

5

Total
$
1,952

$
3,992

$
1,085

$
1,739

$
1,979

$
2,051

$
12,798

$
592

$
475

$
1,067

Weighted Average
Updated FICO
 
 
 
 
 
 
 
 
 
 
<620
$
4

$
5

$
3

$
5

$
4

$
24

$
45

$
5

$
14

$
19

620 – 679
14

49

23

23

21

54

184

14

21

35

680 – 739
192

385

135

184

177

264

1,337

84

75

159

≥740
1,742

3,553

924

1,527

1,777

1,709

11,232

489

365

854

Total
$
1,952

$
3,992

$
1,085

$
1,739

$
1,979

$
2,051

$
12,798

$
592

$
475

$
1,067

Estimated Current LTV (1)
 
 
 
 
 
 
 
 
 
 
≤70%
$
1,578

$
3,168

$
884

$
1,646

$
1,956

$
2,026

$
11,258

$
558

$
450

$
1,008

>70% – ≤90%
374

824

199

93

23

22

1,535

34

20

54

>90% – ≤100%


2



2

4


3

3

>100%





1

1


2

2

Total
$
1,952

$
3,992

$
1,085

$
1,739

$
1,979

$
2,051

$
12,798

$
592

$
475

$
1,067

Percent of Loans on
Nonaccrual Status
0.03
%
0.03
%
0.03
%
0.05
%
0.08
%
0.34
%
0.09
%
0.14
%
1.69
%
0.84
%
(1) Represents the LTV for the full line of credit (drawn and undrawn) for revolving HELOCs.
March 31, 2020
 
Balance
 
Weighted Average Updated FICO
 
Percent of Loans on Nonaccrual Status
Pledged Asset Lines
 
 
 
 
 
 
Weighted-Average LTV (1)
 
 
 
 
 
 
=70%
 
$
5,467

 
769

 
(1) Represents the LTV for the full line of credit (drawn and undrawn).


- 37 -


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

 
First Mortgages Amortized Cost Basis by Origination Year
 
 
 
 
December 31, 2019
2019
2018
2017
2016
pre-2016
Total First Mortgages
Revolving HELOCs amortized cost basis
HELOCs converted to term loans
Total HELOCs
Origination FICO
 
 
 
 
 
 
 
 
 
<620
$

$

$

$

$
3

$
3

$

$

$

620 – 679
12

6

14

20

25

77

1

4

5

680 – 739
478

220

304

290

421

1,713

114

105

219

≥740
3,512

1,058

1,593

1,839

1,909

9,911

496

397

893

Total
$
4,002

$
1,284

$
1,911

$
2,149

$
2,358

$
11,704

$
611

$
506

$
1,117

Origination LTV
 
 
 
 
 
 
 
 
 
≤70%
$
3,104

$
906

$
1,427

$
1,812

$
1,679

$
8,928

$
444

$
354

$
798

>70% – ≤90%
898

378

484

337

676

2,773

167

147

314

>90% – ≤100%




3

3


5

5

Total
$
4,002

$
1,284

$
1,911

$
2,149

$
2,358

$
11,704

$
611

$
506

$
1,117

Weighted Average
Updated FICO
 
 
 
 
 
 
 
 
 
<620
$
5

$
4

$
5

$
3

$
25

$
42

$
6

$
15

$
21

620 – 679
45

36

32

26

68

207

18

22

40

680 – 739
474

153

213

199

307

1,346

92

80

172

≥740
3,478

1,091

1,661

1,921

1,958

10,109

495

389

884

Total
$
4,002

$
1,284

$
1,911

$
2,149

$
2,358

$
11,704

$
611

$
506

$
1,117

Estimated Current LTV (1)
 
 
 
 
 
 
 
 
 
≤70%
$
3,125

$
1,018

$
1,790

$
2,119

$
2,330

$
10,382

$
578

$
478

$
1,056

>70% – ≤90%
877

265

121

30

27

1,320

33

23

56

>90% – ≤100%

1



1

2


3

3

>100%







2

2

Total
$
4,002

$
1,284

$
1,911

$
2,149

$
2,358

$
11,704

$
611

$
506

$
1,117

Percent of Loans on
Nonaccrual Status
0.04
%
0.04
%
0.04
%
0.08
%
0.25
%
0.09
%
0.19
%
1.57
%
0.83
%
(1) Represents the LTV for the full line of credit (drawn and undrawn) for revolving HELOCs.
December 31, 2019
 
Balance
 
Weighted Average Updated FICO
 
Percent of Loans on Nonaccrual Status
Pledged Asset Lines
 
 
 
 
 
 
Weighted-Average LTV (1)
 
 
 
 
 
 
=70%
 
$
5,206

 
766

 

(1) Represents the LTV for the full line of credit (drawn and undrawn).

At March 31, 2020, First Mortgage loans of $11.4 billion had adjustable interest rates. Substantially all of these mortgages have initial fixed interest rates for three to ten years and interest rates that adjust annually thereafter. Approximately 25% of the balance of these mortgages consisted of loans with interest-only payment terms. The interest rates on approximately 72% of the balance of these interest-only loans are not scheduled to reset for three or more years. Schwab’s mortgage loans do not include interest terms described as temporary introductory rates below current market rates.
At March 31, 2020 and December 31, 2019, Schwab had $46 million of accrued interest on bank loans, which is excluded from the amortized cost basis of bank loans and included in other assets on the condensed consolidated balance sheets.


- 38 -


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

The HELOC product has a 30-year loan term with an initial draw period of ten years from the date of origination. After the initial draw period, the balance outstanding at such time is converted to a 20-year amortizing loan. The interest rate during the initial draw period and the 20-year amortizing period is a floating rate based on the prime rate plus a margin.
The following table presents HELOCs converted to amortizing loans during each period presented:
Three Months Ended
 
March 31, 2020
 
March 31, 2019
HELOCs converted to amortizing loans
 
$
11

 
$
25


The following table presents when current outstanding HELOCs will convert to amortizing loans:
March 31, 2020
 
Balance
Converted to an amortizing loan by period end
 
$
475

Within 1 year
 
43

> 1 year – 3 years
 
83

> 3 years – 5 years
 
138

> 5 years
 
328

Total
 
$
1,067



At March 31, 2020, $867 million of the HELOC portfolio was secured by second liens on the associated properties. Second lien mortgage loans typically possess a higher degree of credit risk given the subordination to the first lien holder in the event of default. In addition to the credit monitoring activities described previously, Schwab also monitors credit risk by reviewing the delinquency status of the first lien loan on the associated property. At March 31, 2020, the borrowers on approximately 53% of HELOC loan balances outstanding only paid the minimum amount due.


6.    Variable Interest Entities
As of March 31, 2020 and December 31, 2019, all of Schwab’s involvement with variable interest entities (VIEs) is through CSB’s Community Reinvestment Act (CRA)-related investments and most of those are related to Low-Income Housing Tax Credit (LIHTC) investments. As part of CSB’s community reinvestment initiatives, CSB invests in funds that make equity investments in multifamily affordable housing properties and receives tax credits and other tax benefits for these investments.
Aggregate assets, liabilities and maximum exposure to loss
The aggregate assets, liabilities, and maximum exposure to loss from those VIEs in which Schwab holds a variable interest, but is not the primary beneficiary, are summarized in the table below:
 
 
March 31, 2020
 
December 31, 2019
 
 
Aggregate
assets
 
Aggregate
liabilities
 
Maximum
exposure
to loss
 
Aggregate
assets
 
Aggregate
liabilities
 
Maximum
exposure
to loss
LIHTC investments (1)
 
$
513

 
$
261

 
$
513

 
$
516

 
$
275

 
$
516

Other CRA investments (2)
 
117

 

 
152

 
120

 

 
154

Total
 
$
630

 
$
261

 
$
665

 
$
636

 
$
275

 
$
670

(1) Aggregate assets and aggregate liabilities are included in other assets and accrued expenses and other liabilities, respectively, on the condensed consolidated balance sheets.
(2) Other CRA investments are recorded using either the adjusted cost method, equity method, held for investment loans at amortized cost, or as AFS securities. Aggregate assets are included in AFS securities, bank loans – net, or other assets on the condensed consolidated balance sheets.

Schwab’s maximum exposure to loss would result from the loss of the investments, including any committed amounts. CSB’s funding of these remaining commitments is dependent upon the occurrence of certain conditions, and CSB expects to pay substantially all of these commitments between 2020 and 2023. During the three months ended March 31, 2020 and year ended

- 39 -


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

December 31, 2019, Schwab did not provide or intend to provide financial or other support to the VIEs that it was not contractually required to provide.


7.    Bank Deposits

Bank deposits consist of interest-bearing and non-interest-bearing deposits as follows:

 
March 31, 2020
 
December 31, 2019
Interest-bearing deposits:
 
 
 
 
Deposits swept from brokerage accounts
 
$
257,370

 
$
201,531

Checking
 
13,657

 
12,650

Savings and other
 
5,750

 
5,168

Total interest-bearing deposits
 
276,777

 
219,349

Non-interest-bearing deposits
 
700

 
745

Total bank deposits
 
$
277,477

 
$
220,094





- 40 -


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

8.    Borrowings

CSC’s Senior Notes are unsecured obligations. CSC may redeem some or all of the Senior Notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances. Interest is payable semi-annually for the fixed-rate Senior Notes and quarterly for the floating-rate Senior Notes. The following table lists long-term debt by instrument outstanding as of March 31, 2020 and December 31, 2019.
 
Date of
Principal Amount Outstanding
 
Issuance
March 31, 2020
December 31, 2019
Fixed-rate Senior Notes:
 
 
 
4.450% due July 22, 2020
07/22/10
$
700

$
700

3.250% due May 21, 2021
05/22/18
600

600

3.225% due September 1, 2022
08/29/12
256

256

2.650% due January 25, 2023
12/07/17
800

800

3.550% due February 1, 2024
10/31/18
500

500

3.000% due March 10, 2025
03/10/15
375

375

4.200% due March 24, 2025
03/24/20
600


3.850% due May 21, 2025
05/22/18
750

750

3.450% due February 13, 2026
11/13/15
350

350

3.200% due March 2, 2027
03/02/17
650

650

3.200% due January 25, 2028
12/07/17
700

700

4.000% due February 1, 2029
10/31/18
600

600

3.250% due May 22, 2029
05/22/19
600

600

4.625% due March 22, 2030
03/24/20
500


Floating-rate Senior Notes:
 
 
 
Three-month LIBOR + 0.32% due May 21, 2021
05/22/18
600

600

Total Senior Notes
 
8,581

7,481

Unamortized discount — net
 
(14
)
(14
)
Debt issuance costs
 
(45
)
(37
)
Total long-term debt
 
$
8,522

$
7,430




Annual maturities on long-term debt outstanding at March 31, 2020 are as follows:
 
Maturities
2020
$
700

2021
1,200

2022
256

2023
800

2024
500

Thereafter
5,125

Total maturities
8,581

Unamortized discount — net
(14
)
Debt issuance costs
(45
)
Total long-term debt
$
8,522



Short-term borrowings: Our banking subsidiaries maintain secured credit facilities with the FHLB. Amounts available under these facilities are dependent on the amount of our First Mortgages, HELOCs, and the fair value of certain of their investment

- 41 -


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

securities that are pledged as collateral. As of March 31, 2020 and December 31, 2019, the collateral pledged provided a total borrowing capacity of $43.6 billion and $34.2 billion, respectively, of which no amounts were outstanding at the end of either period.

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

Additionally, our banking subsidiaries have access to funding through the Federal Reserve discount window. Amounts available are dependent upon the fair value of certain investment securities that are pledged as collateral. As of March 31, 2020 and December 31, 2019, the collateral pledged provided total borrowing capacity of $8.2 billion and $8.5 billion, respectively, of which no amounts were outstanding at the end of either period.

During the first quarter of 2020, CSB and CSPB became members of the Federal Reserve. As a condition of our Federal Reserve membership, we are required to hold Federal Reserve stock, which totaled $182 million at March 31, 2020.


9.    Commitments and Contingencies

Loan Portfolio: CSB provides a co-branded loan origination program for CSB clients (the Program) with Quicken Loans, Inc. (Quicken Loans®). Pursuant to the Program, Quicken Loans originates and services First Mortgages and HELOCs for CSB clients. Under the Program, CSB purchases certain First Mortgages and HELOCs that are originated by Quicken Loans. CSB purchased First Mortgages of $2.2 billion and $411 million during the first quarters of 2020 and 2019, respectively. CSB purchased HELOCs with commitments of $107 million and $62 million during the first quarters of 2020 and 2019, respectively.

The Company’s commitments to extend credit on bank lines of credit and to purchase First Mortgages are as follows:
 
March 31, 2020
 
December 31, 2019

Commitments to extend credit related to unused HELOCs, PALs, and other lines of credit
$
9,708

 
$
10,753

Commitments to purchase First Mortgage loans
3,095

 
1,521

Total
$
12,803

 
$
12,274



Guarantees and indemnifications: Schwab has clients that sell (i.e., write) listed option contracts that are cleared by the Options Clearing Corporation – a clearing house that establishes margin requirements on these transactions. We partially satisfy the margin requirements by arranging unsecured standby letter of credit agreements (LOCs), in favor of the Options Clearing Corporation, which are issued by several banks. At March 31, 2020, the aggregate face amount of these LOCs totaled $20 million. There were no funds drawn under any of these LOCs at March 31, 2020. In connection with its securities lending activities, Schwab is required to provide collateral to certain brokerage clients. The Company satisfies the collateral requirements by providing cash as collateral.

Schwab also provides guarantees to securities clearing houses and exchanges under standard membership agreements, which require members to guarantee the performance of other members. Under the agreements, if another member becomes unable to satisfy its obligations to the clearing houses and exchanges, other members would be required to meet shortfalls. Schwab’s liability under these arrangements is not quantifiable and may exceed the cash and securities it has posted as collateral. At March 31, 2020, amounts posted as collateral with such clearing houses and exchanges included $212 million of U.S. Treasury securities, which are included in other assets on the condensed consolidated balance sheet. The potential requirement for the Company to make payments under these arrangements is remote. Accordingly, no liability has been recognized for these guarantees.

Acquisition of TD Ameritrade: On November 25, 2019, CSC announced a definitive agreement to acquire TD Ameritrade in an all-stock transaction. At the time of announcement, TD Ameritrade had approximately twelve million brokerage accounts and $1.3 trillion in total client assets. Under the agreement, TD Ameritrade stockholders will receive 1.0837 CSC shares for each TD Ameritrade share. Based on the closing price of CSC common stock on November 20, 2019, the merger consideration represented approximately $26 billion. The transaction is expected to close in the second half of 2020, subject to satisfaction of closing conditions. Under certain circumstances, CSC or TD Ameritrade could be required to pay the other party a termination fee of $950 million or reimburse the other party’s fees up to $50 million.

- 42 -


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

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

Legal contingencies: Schwab is subject to claims and lawsuits in the ordinary course of business, including arbitrations, class actions and other litigation, some of which include claims for substantial or unspecified damages. The Company is also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies.

Predicting the outcome of a litigation or regulatory matter is inherently difficult, requiring significant judgment and evaluation of various factors, including the procedural status of the matter and any recent developments; prior experience and the experience of others in similar cases; available defenses, including potential opportunities to dispose of a case on the merits or procedural grounds before trial (e.g., motions to dismiss or for summary judgment); the progress of fact discovery; the opinions of counsel and experts regarding potential damages; and potential opportunities for settlement and the status of any settlement discussions. It may not be reasonably possible to estimate a range of potential liability until the matter is closer to resolution – pending, for example, further proceedings, the outcome of key motions or appeals, or discussions among the parties. Numerous issues may have to be developed, such as discovery of important factual matters and determination of threshold legal issues, which may include novel or unsettled questions of law. Reserves are established or adjusted or further disclosure and estimates of potential loss are provided as the matter progresses and more information becomes available.

Schwab believes it has strong defenses in all significant matters currently pending and is contesting liability and any damages claimed. Nevertheless, some of these matters may result in adverse judgments or awards, including penalties, injunctions or other relief, and the Company may also determine to settle a matter because of the uncertainty and risks of litigation. Described below are matters in which there is a reasonable possibility of a material loss, or where the matter may otherwise be of significant interest to stockholders. Unless 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.

Crago Order Routing Litigation: On July 13, 2016, a securities class action lawsuit was filed in the U.S. District Court for the Northern District of California on behalf of a putative class of customers executing equity orders through CS&Co. The lawsuit names CS&Co and CSC as defendants and alleges that an agreement under which CS&Co routed orders to UBS Securities LLC between July 13, 2011 and December 31, 2014 violated CS&Co’s duty to seek best execution. Plaintiffs seek unspecified damages, interest, injunctive and equitable relief, and attorneys’ fees and costs. After a first amended complaint was dismissed with leave to amend, plaintiffs filed a second amended complaint on August 14, 2017. Defendants again moved to dismiss, and in a decision issued December 5, 2017, the court denied the motion. Defendants have answered the complaint to deny all allegations, and are vigorously contesting the lawsuit.

TD Ameritrade Acquisition Litigation: Since March 10, 2020, six lawsuits have been filed by purported TD Ameritrade stockholders challenging the sufficiency of disclosures in the Form S-4 Registration Statement filed on that date with the SEC in connection with Schwab’s proposed acquisition of TD Ameritrade. All six lawsuits name the members of the TD Ameritrade board of directors as defendants. Two of the lawsuits also name Schwab as a defendant. In addition to costs and fees, the lawsuits seek to enjoin the vote of TD Ameritrade stockholders and the closing of the acquisition; and in the event the transaction is consummated, to set aside the transaction and obtain rescissionary damages. The Company considers the complaints to be without merit and would expect to contest the claims in due course.

Complaints filed are as follows: Kent v. TD Ameritrade Holding Corporation et al., a putative class action filed March 18, 2020 in U.S. District Court for the District of Delaware (Schwab entities named); Stein v. TD Ameritrade Holding Corporation et al., filed March 23, 2020 in U.S. District Court for the District of Delaware; Roth v. TD Ameritrade Holding Corporation et al., filed March 30, 2020 in United States District Court for the District of New Jersey; Litwin v. TD Ameritrade Holding Corporation et al., filed April 2, 2020 in U.S. District Court for the District of New Jersey; Bernstein v. TD Ameritrade Holding Corporation et al., a putative class action filed April 6, 2020 in U.S. District Court for the District of New Jersey (CSC named); and Garrison v. TD Ameritrade Holding Corporation et al., filed April 6, 2020 in U.S District Court for the Southern District of New York. 

- 43 -


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

10.     Financial Instruments Subject to Off-Balance Sheet Credit Risk

Resale agreements: Schwab enters into collateralized resale agreements principally with other broker-dealers, which could result in losses in the event the counterparty fails to purchase the securities held as collateral for the cash advanced and the fair value of the securities declines. To mitigate this risk, Schwab requires that the counterparty deliver securities to a custodian, to be held as collateral, with a fair value at or in excess of the resale price. Schwab also sets standards for the credit quality of the counterparty, monitors the fair value of the underlying securities as compared to the related receivable, including accrued interest, and requires additional collateral where deemed appropriate. The collateral provided under these resale agreements is utilized to meet obligations under broker-dealer client protection rules, which place limitations on our ability to access such segregated securities. For Schwab to repledge or sell this collateral, we would be required to deposit cash and/or securities of an equal amount into our segregated reserve bank accounts in order to meet our segregated cash and investment requirement. Schwab’s resale agreements are not subject to master netting arrangements.

Securities lending: Schwab loans brokerage client securities temporarily to other brokers and clearing houses in connection with its securities lending activities and receives cash as collateral for the securities loaned. Increases in security prices may cause the fair value of the securities loaned to exceed the amount of cash received as collateral. In the event the counterparty to these transactions does not return the loaned securities or provide additional cash collateral, we may be exposed to the risk of acquiring the securities at prevailing market prices in order to satisfy our client obligations. Schwab mitigates this risk by requiring credit approvals for counterparties, monitoring the fair value of securities loaned, and requiring additional cash as collateral when necessary. We also borrow securities from other broker-dealers to fulfill short sales by brokerage clients and deliver cash to the lender in exchange for the securities. The fair value of these borrowed securities was $73 million and $719 million at March 31, 2020 and December 31, 2019, respectively. Most of our securities lending transactions are through a program with a clearing organization, which guarantees the return of cash to us. Our securities lending transactions are subject to enforceable master netting arrangements with other broker-dealers; however, we do not net securities lending transactions. Therefore, the securities loaned and securities borrowed are presented gross in the condensed consolidated balance sheets.

- 44 -


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

The following table presents information about our resale agreements and securities lending activity depicting the potential effect of rights of setoff between these recognized assets and recognized liabilities.
 
 
Gross
Assets/
Liabilities
 
Gross Amounts
Offset in the
Condensed
Consolidated
Balance Sheets
 
Net Amounts
Presented in the
Condensed
Consolidated
Balance Sheets
 
Gross Amounts Not Offset in the
Condensed Consolidated
Balance Sheets
 
Net
Amount
 
 
 
 
Counterparty
Offsetting
 
Collateral
 
March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Resale agreements (1)
 
$
17,044

 
$

 
$
17,044

 
$

 
$
(17,044
)
(2) 
 
$

Securities borrowed (3)
 
78

 

 
78

 
(71
)
 
(6
)
 
 
1

Total
 
$
17,122

 
$

 
$
17,122

 
$
(71
)
 
$
(17,050
)
 
 
$
1

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities loaned (4,5)
 
$
1,335

 
$

 
$
1,335

 
$
(71
)
 
$
(1,106
)
 
 
$
158

Total
 
$
1,335

 
$

 
$
1,335

 
$
(71
)
 
$
(1,106
)
 
 
$
158

 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Resale agreements (1)
 
$
9,028

 
$

 
$
9,028

 
$

 
$
(9,028
)
(2) 
 
$

Securities borrowed (3)
 
735

 

 
735

 
(730
)
 
(5
)
 
 

Total
 
$
9,763

 
$

 
$
9,763

 
$
(730
)
 
$
(9,033
)
 
 
$

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities loaned (4,5)
 
$
1,251

 
$

 
$
1,251

 
$
(730
)
 
$
(445
)
 
 
$
76

Total
 
$
1,251

 
$

 
$
1,251

 
$
(730
)
 
$
(445
)
 
 
$
76

(1) Included in cash and investments segregated and on deposit for regulatory purposes in the condensed consolidated balance sheets.
(2) Actual collateral was greater than or equal to the value of the related assets. At March 31, 2020 and December 31, 2019, the fair value of collateral received in connection with resale agreements that are available to be repledged or sold was $17.2 billion and $9.2 billion, respectively.
(3) Included in other assets in the condensed consolidated balance sheets.
(4) Included in accrued expenses and other liabilities in the condensed consolidated balance sheets. The cash collateral received from counterparties under securities lending transactions was equal to or greater than the market value of the securities loaned at March 31, 2020 and December 31, 2019.
(5) Securities loaned are predominantly comprised of equity securities held in client brokerage accounts with overnight and continuous remaining contractual maturities.

Margin lending: Clients with margin loans have agreed to allow Schwab to pledge collateralized securities in their brokerage accounts in accordance with federal regulations. The following table summarizes the fair value of client securities that were available, under such regulations, that could have been used as collateral, as well as the fair value of securities that we had pledged under such regulations and from securities borrowed transactions:
 
 
 
 
 
 
March 31, 2020
 
December 31, 2019
Fair value of client securities available to be pledged
 
$
22,896

 
$
26,685

Fair value of securities pledged for:
 
 
 
 
Fulfillment of requirements with the Options Clearing Corporation (1)
 
$
4,622

 
$
2,171

Fulfillment of client short sales
 
2,102

 
2,293

Securities lending to other broker-dealers
 
1,277

 
1,017

Total collateral pledged
 
$
8,001

 
$
5,481

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 $104 million as of March 31, 2020 and $142 million as of December 31, 2019.
(1)  
Securities pledged to fulfill client margin requirements for open option contracts established with the Options Clearing Corporation.



- 45 -


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

11.    Fair Values of Assets and Liabilities

Assets and liabilities measured at fair value on a recurring basis

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

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

For a description of the fair value hierarchy and Schwab’s fair value methodologies, see Note 2 in the 2019 Form 10-K. The Company did not adjust prices received from the primary independent third-party pricing service at March 31, 2020 or December 31, 2019.




- 46 -


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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the fair value hierarchy for assets measured at fair value on a recurring basis. Liabilities recorded at fair value were not material, and therefore are not included in the following tables:
March 31, 2020
Level 1
 
Level 2
 
Level 3
 
Balance at
Fair Value
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
5,152

 
$

 
$

 
$
5,152

Commercial paper

 
4,057

 

 
4,057

Total cash equivalents
5,152

 
4,057

 

 
9,209

Investments segregated and on deposit for regulatory purposes:
 
 
 
 
 
 
 
Certificates of deposit

 
1,949

 

 
1,949

U.S. Government securities

 
12,649

 

 
12,649

Total investments segregated and on deposit for regulatory purposes

 
14,598

 

 
14,598

Available for sale securities:
 
 
 
 
 
 
 
U.S. agency mortgage-backed securities

 
179,595

 

 
179,595

Asset-backed securities

 
22,481

 

 
22,481

Corporate debt securities

 
11,222

 

 
11,222

U.S. Treasury securities

 
3,664

 

 
3,664

U.S. state and municipal securities

 
1,578

 

 
1,578

Non-agency commercial mortgage-backed securities

 
1,226

 

 
1,226

Certificates of deposit

 
998

 

 
998

Commercial paper

 
396

 

 
396

Foreign government agency securities

 
51

 

 
51

Other

 
21

 

 
21

Total available for sale securities

 
221,232

 

 
221,232

Other assets:
 
 
 
 
 
 
 
Equity and bond mutual funds
379

 

 

 
379

U.S. Government securities

 
251

 

 
251

State and municipal debt obligations

 
41

 

 
41

Equity, corporate debt, and other securities
3

 
21

 

 
24

Total other assets
382

 
313

 

 
695

Total
$
5,534

 
$
240,200

 
$

 
$
245,734


- 47 -


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

December 31, 2019
Level 1
 
Level 2
 
Level 3
 
Balance at
Fair Value
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
5,179

 
$

 
$

 
$
5,179

Commercial paper

 
2,498

 

 
2,498

Total cash equivalents
5,179

 
2,498

 

 
7,677

Investments segregated and on deposit for regulatory purposes:
 
 
 
 
 
 
 
Certificates of deposit

 
1,351

 

 
1,351

U.S. Government securities

 
7,276

 

 
7,276

Total investments segregated and on deposit for regulatory purposes

 
8,627

 

 
8,627

Available for sale securities:
 
 
 
 
 
 
 
U.S. agency mortgage-backed securities

 
46,155

 

 
46,155

Corporate debt securities

 
5,484

 

 
5,484

Asset-backed securities

 
4,987

 

 
4,987

U.S. Treasury securities

 
3,384

 

 
3,384

Certificates of deposit

 
1,004

 

 
1,004

Commercial paper

 
395

 

 
395

Non-agency commercial mortgage-backed securities

 
13

 

 
13

Total available for sale securities

 
61,422

 

 
61,422

Other assets:
 
 
 
 
 
 
 
Equity and bond mutual funds
442

 

 

 
442

U.S. Government securities

 
202

 

 
202

State and municipal debt obligations

 
47

 

 
47

Equity, corporate debt, and other securities
5

 
22

 

 
27

Total other assets
447

 
271

 

 
718

Total
$
5,626

 
$
72,818

 
$

 
$
78,444

 

- 48 -


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

Fair Value of Other Financial Instruments
The following tables present the fair value hierarchy for other financial instruments:
March 31, 2020
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
 
Balance at
Fair Value
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
59,249

 
$
59,249

 
$

 
$

 
$
59,249

Cash and investments segregated and on deposit for
regulatory purposes
19,668

 
2,637

 
17,031

 

 
19,668

Receivables from brokerage clients — net
18,998

 

 
18,998

 

 
18,998

Bank loans — net:
 
 
 
 
 
 
 
 
 
First Mortgages
12,777

 

 
12,969

 

 
12,969

HELOCs
1,063

 

 
1,054

 

 
1,054

Pledged asset lines
5,467

 

 
5,467

 

 
5,467

Other
214

 

 
214

 

 
214

Total bank loans — net
19,521

 

 
19,704

 

 
19,704

Other assets
812

 

 
812

 

 
812

Liabilities
 
 
 
 
 
 
 
 
 
Bank deposits
$
277,477

 
$

 
$
277,477

 
$

 
$
277,477

Payables to brokerage clients
49,251

 

 
49,251

 

 
49,251

Accrued expenses and other liabilities
4,648

 

 
4,648

 

 
4,648

Long-term debt
8,522

 

 
8,736

 

 
8,736



- 49 -


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

December 31, 2019
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
 
Balance at
Fair Value
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
21,668

 
$
21,668

 
$

 
$

 
$
21,668

Cash and investments segregated and on deposit for
regulatory purposes
11,807

 
2,792

 
9,015

 

 
11,807

Receivables from brokerage clients — net
21,763

 

 
21,763

 

 
21,763

Held to maturity securities:
 
 
 
 
 
 
 
 
 
U.S. agency mortgage-backed securities
109,325

 

 
110,566

 

 
110,566

Asset-backed securities
17,806

 

 
17,771

 

 
17,771

Corporate debt securities
4,661

 

 
4,718

 

 
4,718

U.S. state and municipal securities
1,301

 

 
1,404

 

 
1,404

Non-agency commercial mortgage-backed securities
1,119

 

 
1,141

 

 
1,141

U.S. Treasury securities
223

 

 
228

 

 
228

Certificates of deposit
200

 

 
200

 

 
200

Foreign government agency securities
50

 

 
50

 

 
50

Other
21

 

 
21

 

 
21

Total held to maturity securities
134,706

 

 
136,099

 

 
136,099

Bank loans — net:
 
 
 
 
 
 
 
 
 
First Mortgages
11,693

 

 
11,639

 

 
11,639

HELOCs
1,113

 

 
1,153

 

 
1,153

Pledged asset lines
5,206

 

 
5,206

 

 
5,206

Other
200

 

 
200

 

 
200

Total bank loans — net
18,212

 

 
18,198

 

 
18,198

Other assets
1,014

 

 
1,014

 

 
1,014

Liabilities
 
 
 
 
 
 
 
 
 
Bank deposits
$
220,094

 
$

 
$
220,094

 
$

 
$
220,094

Payables to brokerage clients
39,220

 

 
39,220

 

 
39,220

Accrued expenses and other liabilities
1,882

 

 
1,882

 

 
1,882

Long-term debt
7,430

 

 
7,775

 

 
7,775





- 50 -


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

12.    Stockholders’ Equity
On January 30, 2019, CSC publicly announced that its Board of Directors authorized a share repurchase program to repurchase up to $4.0 billion of common stock. The share repurchase authorization does not have an expiration date. There were no repurchases of CSC’s common stock under this authorization during the three months ended March 31, 2020 and 2019.

The Company’s preferred stock issued and outstanding is as follows:

 
 
Liquidation Preference Per Share
 
 
 
Dividend Rate in Effect at March 31, 2020
Earliest Redemption Date
Date at Which Dividend Rate Becomes Floating
Floating Annual Rate of Three-Month LIBOR plus:
 
Shares Issued and Outstanding (in thousands) at
Carrying Value at
 
 
March 31,
2020
(1)
December 31, 2019 (1)
March 31, 2020
December 31, 2019
Issue Date
Fixed-rate:
 
 
 
 
 
 
 
 
 
 
Series C
600

600

$
1,000

$
585

$
585

08/03/15
6.000
%
12/01/20
N/A
N/A

Series D
750

750

1,000

728

728

03/07/16
5.950
%
06/01/21
N/A
N/A

Fixed-to-floating-rate:
 
 
 
 
 
 
 
 
 
 
Series A
400

400

1,000

397

397

01/26/12
7.000
%
02/01/22
02/01/22
4.820
%
Series E
6

6

100,000

591

591

10/31/16
4.625
%
03/01/22
03/01/22
3.315
%
Series F
5

5

100,000

492

492

10/31/17
5.000
%
12/01/27
12/01/27
2.575
%
Total preferred stock
1,761

1,761



$
2,793

$
2,793

 
 
 
 
 
(1) Represented by depositary shares, except for Series A.
N/A Not applicable.

Dividends declared on the Company’s preferred stock are as follows:
 
 
Three Months Ended March 31,
 
 
2020
 
2019
 
 
Total
Declared
 
Per Share
Amount
 
Total
Declared
 
Per Share
Amount
Series A
 
$

 
$

 
$

 
$

Series C
 
9.0

 
15.00

 
9.0

 
15.00

Series D
 
11.2

 
14.88

 
11.2

 
14.88

Series E
 
13.9

 
2,312.50

 
13.9

 
2,312.50

Series F
 

 

 

 

Total
 
$
34.1

 
 
 
$
34.1

 
 


- 51 -


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

13.    Accumulated Other Comprehensive Income
The components of other comprehensive income (loss) are as follows:
 
2020
 
2019
Three Months Ended March 31,
Before
Tax
 
Tax
Effect
 
Net of
Tax
 
Before
Tax
 
Tax
Effect
 
Net of
Tax
Change in net unrealized gain (loss) on available for sale securities:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized gain (loss)
$
5,151

 
$
(1,244
)
 
$
3,907

 
$
227

 
$
(54
)
 
$
173

Other reclassifications included in other revenue

 

 

 
(1
)
 

 
(1
)
Amortization of amounts previously recorded upon transfer to held to maturity
from available for sale

 

 

 
12

 
(3
)
 
9

Other comprehensive income (loss)
$
5,151

 
$
(1,244
)
 
$
3,907

 
$
238

 
$
(57
)
 
$
181

AOCI balances are as follows:
 
Total AOCI
Balance at December 31, 2018
$
(252
)
Available for sale securities:
 
Net unrealized gain (loss), excluding transfers to available for sale from held to maturity
154

Net unrealized gain on securities transferred to available for sale from held to maturity (1)
19

Other reclassifications included in other revenue
(1
)
Held to maturity securities:
 
Amortization of amounts previously recorded upon transfer to held to maturity from available for sale
9

Balance at March 31, 2019
$
(71
)
 
 
Balance at December 31, 2019
$
88

Available for sale securities:
 
Net unrealized gain (loss), excluding transfers to available for sale from held to maturity
2,850

Net unrealized gain on securities transferred to available for sale from held to maturity (2)
1,057

Balance at March 31, 2020
$
3,995

(1) In the first quarter of 2019, the Company made an election to transfer a portion of its HTM securities to AFS as part of its adoption of ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. The transfer resulted in a net of tax increase to AOCI of $19 million.
(2) On January 1, 2020, the Company transferred all of its investment securities designated as HTM to the AFS category. The transfer resulted in a net of tax increase to AOCI of $1.1 billion. See Note 4 for additional discussion on the 2020 transfer of HTM securities to AFS.

 

 




- 52 -


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

14.    Regulatory Requirements

At March 31, 2020, CSC and CSB met all of their respective capital requirements. The regulatory capital and ratios for CSC (consolidated) and CSB are as follows:

 
Actual (1)
 
Minimum to be
Well Capitalized
 
Minimum Capital Requirement
March 31, 2020
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio (2)
CSC
 
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 Risk-Based Capital
 
$
18,197

 
18.4
%
 
N/A

 
 
 
$
4,457

 
4.5
%
Tier 1 Risk-Based Capital
 
20,990

 
21.2
%
 
N/A

 
 
 
5,942

 
6.0
%
Total Risk-Based Capital
 
21,023

 
21.2
%
 
N/A

 
 
 
7,923

 
8.0
%
Tier 1 Leverage
 
20,990

 
6.9
%
 
N/A

 
 
 
12,137

 
4.0
%
Supplementary Leverage Ratio
 
20,990

 
6.8
%
 
N/A

 
 
 
9,309

 
3.0
%
CSB
 
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 Risk-Based Capital
 
$
15,413

 
19.7
%
 
$
5,075

 
6.5
%
 
$
3,514

 
4.5
%
Tier 1 Risk-Based Capital
 
15,413

 
19.7
%
 
6,247

 
8.0
%
 
4,685

 
6.0
%
Total Risk-Based Capital
 
15,445

 
19.8
%
 
7,808

 
10.0
%
 
6,247

 
8.0
%
Tier 1 Leverage
 
15,413

 
6.9
%
 
11,114

 
5.0
%
 
8,891

 
4.0
%
Supplementary Leverage Ratio
 
15,413

 
6.7
%
 
N/A

 
N/A

 
6,867

 
3.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
CSC
 
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 Risk-Based Capital
 
$
17,660

 
19.5
%
 
N/A

 
 
 
$
4,073

 
4.5
%
Tier 1 Risk-Based Capital
 
20,453

 
22.6
%
 
N/A

 
 
 
5,431

 
6.0
%
Total Risk-Based Capital
 
20,472

 
22.6
%
 
N/A

 
 
 
7,241

 
8.0
%
Tier 1 Leverage
 
20,453

 
7.3
%
 
N/A

 
 
 
11,189

 
4.0
%
Supplementary Leverage Ratio
 
20,453

 
7.1
%
 
N/A

 
 
 
8,604

 
3.0
%
CSB
 
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 Risk-Based Capital
 
$
14,819

 
20.7
%
 
$
4,649

 
6.5
%
 
$
3,218

 
4.5
%
Tier 1 Risk-Based Capital
 
14,819

 
20.7
%
 
5,722

 
8.0
%
 
4,291

 
6.0
%
Total Risk-Based Capital
 
14,837

 
20.7
%
 
7,152

 
10.0
%
 
5,722

 
8.0
%
Tier 1 Leverage
 
14,819

 
7.1
%
 
10,486

 
5.0
%
 
8,389

 
4.0
%
Supplementary Leverage Ratio
 
14,819

 
6.8
%
 
N/A

 
N/A

 
6,497

 
3.0
%
(1) In the interagency regulatory capital and liquidity rules adopted in October 2019, Category III banking organizations such as CSC were given the ability to opt-out of the inclusion of AOCI in regulatory capital, and CSC made this opt-out election as of January 1, 2020. Therefore, AOCI is excluded from the amounts and ratios presented as of March 31, 2020. In 2019, CSC and CSB were required to include all components of AOCI in regulatory capital; the amounts and ratios for December 31, 2019 are presented on this basis.
(2) Under the Basel III capital rule, CSC and CSB are also required to maintain a capital conservation buffer and a countercyclical capital buffer above the regulatory minimum risk-based capital ratios. The capital conservation buffer and countercyclical capital buffer were 2.5% and zero percent, respectively, for both periods presented. If either buffer falls below the minimum requirement, the Company would be subject to limits on capital distributions and discretionary bonus payments to executive officers. At March 31, 2020, the minimum capital requirement plus capital conservation buffer and countercyclical capital buffer for Common Equity Tier 1 Risk-Based Capital, Tier 1 Risk-Based Capital, and Total Risk-Based Capital ratios were 7.0%, 8.5%, and 10.5%, respectively.
N/A Not applicable.

Based on its regulatory capital ratios at March 31, 2020, CSB is considered well capitalized (the highest category) under its respective regulatory capital rules. There are no conditions or events since March 31, 2020 that management believes have changed CSB’s capital category.

At March 31, 2020, the balance sheets of CSPB and Charles Schwab Trust Bank (Trust Bank) consisted primarily of investment securities, and the entities held total assets of $22.4 billion and $10.7 billion, respectively. Based on their regulatory capital ratios, at March 31, 2020, CSPB and Trust Bank are considered well capitalized under their respective regulatory capital rules.

- 53 -


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

Net capital and net capital requirements for CS&Co are as follows:
 
 
March 31, 2020
 
December 31, 2019
Net Capital
 
$
3,472

 
$
3,700

Minimum net capital required
 
0.250

 
0.250

2% of aggregate debit balances
 
419

 
446

Net Capital in excess of required net capital
 
$
3,053

 
$
3,254


Pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934 and other applicable regulations, Schwab had cash and investments segregated for the exclusive benefit of clients at March 31, 2020. The SEC Customer Protection Rule requires broker-dealers to segregate client fully-paid securities and cash balances not collateralizing margin positions and not swept to money market funds or bank deposit accounts. Amounts included in cash and investments segregated and on deposit for regulatory purposes represent actual balances on deposit. Cash and cash equivalents included in cash and investments segregated and on deposit for regulatory purposes are presented as part of Schwab’s cash balances in the condensed consolidated statements of cash flows.


15.    Segment Information
Schwab’s two reportable segments are Investor Services and Advisor Services. Schwab structures the operating segments according to its clients and the services provided to those clients. The Investor Services segment provides retail brokerage and banking services to individual investors, and retirement plan services, as well as other corporate brokerage services, to businesses and their employees. The Advisor Services segment provides custodial, trading, banking, and support services, as well as retirement business services, to independent RIAs, independent retirement advisors, and recordkeepers. Revenues and expenses are attributed to the two segments based on which segment services the client.
Management evaluates the performance of the segments on a pre-tax basis. Segment assets and liabilities are not used for evaluating segment performance or in deciding how to allocate resources to segments. There are no revenues from transactions between the segments.
Financial information for the segments is presented in the following table:
 
Investor Services
 
Advisor Services
 
Total
Three Months Ended March 31,
2020
 
2019
 
2020
 
2019
 
2020
 
2019
Net Revenues
 
 
 
 
 
 
 
 
 
 
 
Net interest revenue
$
1,128

 
$
1,195

 
$
444

 
$
486

 
$
1,572

 
$
1,681

Asset management and administration fees
600

 
533

 
227

 
222

 
827

 
755

Trading revenue (1)
119

 
141

 
69

 
76

 
188

 
217

Other (1)
20

 
42

 
10

 
28

 
30

 
70

Total net revenues
1,867

 
1,911

 
750

 
812

 
2,617

 
2,723

Expenses Excluding Interest
1,154

 
1,062

 
416

 
397

 
1,570

 
1,459

Income before taxes on income
$
713

 
$
849

 
$
334

 
$
415

 
$
1,047

 
$
1,264

(1) In the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.


16.    Subsequent Event
On April 30, 2020, the Company issued and sold 2,500,000 depositary shares, each representing a 1/100th ownership interest in a share of 5.375% fixed-rate reset non-cumulative perpetual preferred stock, Series G, $0.01 par value per share, with a liquidation preference of $100,000 per share (equivalent of $1,000 per depositary share). The net proceeds of the offering were approximately $2.47 billion, after deducting the underwriting discount and estimated offering expenses.

- 54 -



THE CHARLES SCHWAB CORPORATION



Item 4.     Controls and Procedures
Evaluation of disclosure controls and procedures: The management of the Company, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2020. 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 March 31, 2020.
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 March 31, 2020, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



- 55 -



THE CHARLES SCHWAB CORPORATION



PART  II  -  OTHER  INFORMATION


Item 1.     Legal Proceedings
For a discussion of legal proceedings, see Item 1 – Note 9.


Item 1A.     Risk Factors

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

The challenging economic environment triggered by the COVID-19 pandemic has impacted and will continue to impact our business, results of operations and financial condition.
The COVID‑19 pandemic has adversely impacted the economic environment, leading to lower interest rates across the curve, lower equity market valuations and heightened volatility in the financial markets. These developments have had, and may continue to have, a negative impact on our net interest revenue and asset management and administration fees. Additionally, in March 2020, we experienced a significant increase in client cash balances held at our bank and broker-dealer subsidiaries, which caused our Tier 1 Leverage Ratio to decline and is likely to cause the ratio to further decline into the buffer we maintain between our long-term operating objective and our regulatory requirement. Furthermore, many of our employees and those of our outsourced service providers are subject to “shelter-in-place” restrictions. Certain of our client service response and processing times have increased as a result of very high levels of client engagement, our employees working remotely, and the temporary loss of services from some of our outsourced service providers. Credit markets have been adversely impacted due to both uncertainty regarding the pandemic’s economic impact and the anticipation that high levels of unemployment will have a significant impact on retail credit and commercial real estate forbearances and delinquencies. We may experience higher levels of delinquencies on our portfolios of first mortgages and home equity lines of credit. We may also experience higher credit spreads in certain sectors within our portfolio of investment securities, especially those asset-backed securities and commercial mortgage-backed securities with exposure to retail loans and commercial real estate. These and other impacts of the COVID‑19 pandemic could have the effects of heightening many of the other risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019 incorporated by reference herein. The extent to which the COVID‑19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain, including the scope and duration of the pandemic, actions taken by governmental authorities to contain the financial and economic impact of the pandemic and the spread of COVID‑19, further changes in credit quality and spreads, and reactions in the financial markets.


Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On January 30, 2019, CSC publicly announced that its Board of Directors authorized the repurchase of up to $4.0 billion of common stock. The authorization does not have an expiration date. There were no share repurchases under this authorization during the first quarter of 2020.


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THE CHARLES SCHWAB CORPORATION



The following table summarizes purchases made by or on behalf of CSC of its common stock for each calendar month in the first quarter of 2020 (in millions, except number of shares, which are in thousands, and per share amounts):
Month
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Program
 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced Program
January:
 
 
 
 
 
 
 
 
Share repurchase program
 

 
$

 

 
$
1,780

Employee transactions (1)
 
7

 
$
47.96

 
N/A

 
N/A

February:
 
 
 
 
 
 
 
 
Share repurchase program
 

 
$

 

 
$
1,780

Employee transactions (1)
 
3

 
$
46.33

 
N/A

 
N/A

March:
 
 
 
 
 
 
 
 
Share repurchase program
 

 
$

 

 
$
1,780

Employee transactions (1)
 
134

 
$
40.65

 
N/A

 
N/A

Total:
 
 
 
 
 
 
 
 
Share repurchase program
 

 
$

 

 
$
1,780

Employee transactions (1)
 
144

 
$
41.12

 
N/A

 
N/A

(1) Includes restricted shares withheld (under the terms of grants under employee stock incentive plans) to offset tax withholding obligations that occur upon vesting and release of restricted shares. CSC may receive shares delivered or attested to pay the exercise price and/or to satisfy tax withholding obligations by employees who exercise stock options granted under employee stock incentive plans, which are commonly referred to as stock swap exercises.
N/A Not applicable.


Item 3.     Defaults Upon Senior Securities

None.


Item 4.     Mine Safety Disclosures

Not applicable.


Item 5.     Other Information
None.

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THE CHARLES SCHWAB CORPORATION



Item 6.     Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
Exhibit
Number
Exhibit
 
 
 
 
3.21
 
 
 
 
31.1
 
 
 
 
31.2
 
 
 
 
32.1
(1)
 
 
 
32.2
(1)
 
 
 
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(2)
 
 
 
101.SCH
Inline XBRL Taxonomy Extension Schema
(2)
 
 
 
101.CAL
Inline XBRL Taxonomy Extension Calculation
(2)
 
 
 
101.DEF
Inline XBRL Extension Definition
(2)
 
 
 
101.LAB
Inline XBRL Taxonomy Extension Label
(2)
 
 
 
101.PRE
Inline XBRL Taxonomy Extension Presentation
(2)
 
 
 
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
 
 
 
(1)
Furnished as an exhibit to this Quarterly Report on Form 10-Q.
 
 
 
 
(2)
Attached as Exhibit 101 to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 are the following materials formatted in Inline XBRL (Extensible Business Reporting Language) (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
 



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THE CHARLES SCHWAB CORPORATION




SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
 
 
THE CHARLES SCHWAB CORPORATION
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
Date:
May 8, 2020
 
/s/ Peter Crawford
 
 
 
Peter Crawford
 
 
 
Executive Vice President and Chief Financial Officer


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