66 unchanged sentences
Diluted $ 3.50 $ 2.83 $ 2.12
−Removed: (1) Includes fee waivers of $ 326 million and $ 127 million for the years ended December 31, 2021 and 2020, respectively.
−Removed: (2) For the years ended December 31, 2021 and 2020, the Company had voting and nonvoting common stock outstanding.
+Added: (1) Includes fee waivers of $ 57 million, $ 326 million, and $ 127 million for the years ended December 31, 2022, 2021, and 2020, respectively.
+Added: (2) T he Company has voting and nonvoting common stock outstanding.
As the participation rights, including dividend and liquidation rights, are identical between the voting and nonvoting stock classes, basic and diluted earnings per share are the same for each class.
8 unchanged sentences
Change in net unrealized gain (loss) on available for sale securities:
−Removed: Net unrealized gain (loss) ( 8,521 ) 6,961 430
+Added: Net unrealized gain (loss) excluding transfers to held to maturity ( 29,100 ) ( 8,521 ) 6,961
+Added: Reclassification of net unrealized loss transferred to held to maturity 18,228 — —
Other reclassifications included in other revenue 9 ( 4 ) ( 4 )
Change in net unrealized gain (loss) on held to maturity securities:
+Added: Reclassification of net unrealized loss transferred from available for sale ( 18,228 ) — —
Amortization of amounts previously recorded upon transfer to held to maturity
16 unchanged sentences
Available for sale securities (amortized cost of $ 160,162 and $ 391,482 at December 31, 2022 and 2021, respectively;
+Added: including assets pledged of $ 41 at December 31, 2022)
147,871 390,054
+Added: Held to maturity securities (including assets pledged of $ 4,522 at December 31, 2022)
Bank loans — net 40,505 34,636
17 unchanged sentences
$ .01 par value per share;
−Removed: 1,994,895,180 shares issued at December 31, 2021 and 2020
+Added: 2,023,295,180 and 1,994,895,180 shares issued at December 31, 2022 and 2021, respectively
Nonvoting common stock — 300 million shares authorized;
$ .01 par value per share;
−Removed: 79,293,695 shares issued at December 31, 2021 and 2020
+Added: 50,893,695 and 79,293,695 shares issued at December 31, 2022 and 2021, respectively
Additional paid-in capital 27,075 26,741
10 unchanged sentences
Common Stock Additional
−Removed: Capital Accumulated Other Comprehensive
−Removed: Income (Loss)
+Added: Capital Accumulated Other Comprehensive Income (Loss)
Stock Common Stock Retained
4 unchanged sentences
Other comprehensive income (loss), net of tax — — — — — — — — 5,306 5,306
+Added: Acquisition of TD Ameritrade — 509 5 77 1 21,757 — ( 5 ) — 21,758
+Added: Issuance of preferred stock, net 4,940 — — — — — — — — 4,940
Dividends declared on preferred stock — — — — — — ( 240 ) — — ( 240 )
1 unchanged sentence
— — — — — — ( 1,040 ) — — ( 1,040 )
−Removed: Repurchase of common stock — — — — — — — ( 2,220 ) — ( 2,220 )
Stock option exercises and other — — — — — ( 121 ) — 200 — 79
4 unchanged sentences
Other comprehensive income (loss), net of tax — — — — — — — — ( 6,503 ) ( 6,503 )
−Removed: Acquisition of TD Ameritrade — 509 5 77 1 21,757 — ( 5 ) — 21,758
Issuance of preferred stock, net 2,806 — — — — — — — — 2,806
+Added: Redemption of preferred stock ( 585 ) — — — — — ( 15 ) — — ( 600 )
Dividends declared on preferred stock — — — — — — ( 456 ) — — ( 456 )
12 unchanged sentences
— — — — — — ( 1,592 ) — — ( 1,592 )
+Added: Repurchase of common stock — — — — — — — ( 2,435 ) — ( 2,435 )
+Added: Repurchase of nonvoting common stock — 15 — ( 15 ) — — — ( 1,000 ) — ( 1,000 )
+Added: Conversion of nonvoting common stock to common stock — 13 — ( 13 ) — — — — — —
Stock option exercises and other — — — — — ( 124 ) — 188 — 64
14 unchanged sentences
Provision (benefit) for deferred income taxes ( 18 ) 53 ( 138 )
−Removed: Premium amortization, net, on available for sale securities 2,346 1,586 446
+Added: Premium amortization, net, on available for sale and held to maturity securities 1,375 2,346 1,586
Other 490 372 349
10 unchanged sentences
Principal payments on available for sale securities 49,944 94,912 63,247
−Removed: Purchases of held to maturity securities — — ( 19,441 )
Principal payments on held to maturity securities 15,712 — —
5 unchanged sentences
Purchases of Federal Reserve stock ( 106 ) ( 245 ) ( 191 )
+Added: Proceeds from sales of Federal Reserve stock 197 — —
Other investing activities ( 136 ) ( 143 ) 15
3 unchanged sentences
Proceeds from commercial paper and secured lines of credit 1,900 11,107 1,234
−Removed: Repayment of commercial paper and secured lines of credit ( 6,255 ) ( 1,234 ) ( 1,400 )
−Removed: Issuance of long-term debt 7,036 3,070 593
−Removed: Repayment of long-term debt ( 1,822 ) ( 700 ) —
−Removed: Repurchases of common stock — — ( 2,220 )
+Added: Repayments of commercial paper and secured lines of credit ( 6,511 ) ( 6,255 ) ( 1,234 )
+Added: Net change in other short-term borrowings 16,802 — —
+Added: Issuances of long-term debt 2,971 7,036 3,070
+Added: Repayments of long-term debt ( 1,036 ) ( 1,822 ) ( 700 )
+Added: Repurchases of common stock and nonvoting common stock ( 3,395 ) — —
Net proceeds from preferred stock offerings 740 2,806 4,940
14 unchanged sentences
Securities transferred from held to maturity to available for sale, at fair value $ — $ — $ 136,099
−Removed: Additions of equipment, office facilities, and property $ 125 $ 110 $ 45
+Added: Securities transferred from available for sale to held to maturity, at fair value $ 188,555 $ — $ —
+Added: Changes in accrued equipment, office facilities, and property purchases $ ( 19 ) $ 125 $ 110
Acquisition of TD Ameritrade $ — $ — $ 21,758
Non-cash financing activity:
−Removed: Extinguishment of finance lease obligation through an assignment agreement $ — $ — $ 52
+Added: Common stock repurchased during the period but settled after period end $ 40 — $ —
Other Supplemental Cash Flow Information
35 unchanged sentences
These estimates are based on information available as of the date of the consolidated financial statements.
−Removed: While management makes its best judgment, actual amounts or results could differ from those estimates.
+Added: While management makes its best judgment, actual amounts or results could differ from these estimates.
Certain estimates relate to taxes on income, legal and regulatory reserves, and fair values of assets acquired and liabilities assumed, as well as goodwill recognized, in business combinations.
13 unchanged sentences
Investments in entities for which Schwab does not apply the equity method are generally carried at cost and adjusted for impairment and observable price changes of the identical or similar investments of the same issuer (adjusted cost method), except for certain investments in qualified affordable housing projects which are accounted for under the proportional amortization method.
−Removed: All equity method,
+Added: All equity method, adjusted cost method, and proportional amortization method investments are included in other assets on the consolidated balance sheets.
THE CHARLES SCHWAB CORPORATION
1 unchanged sentence
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
−Removed: adjusted cost method, and proportional amortization method investments are included in other assets on the consolidated balance sheets.
Summary of Significant Accounting Policies
18 unchanged sentences
Commissions revenue is earned when the trades are executed and collected when the trades are settled.
−Removed: Order flow revenue is comprised of rebate payments received from execution venues to which our broker-dealer subsidiaries send equity and option orders.
+Added: Order flow revenue is comprised of payments received from trade execution venues to which our broker-dealer subsidiaries send equity and option orders.
Order flow revenue is recognized when the trades are executed and is collected on a monthly or quarterly basis.
5 unchanged sentences
Other revenue
−Removed: Other revenue includes exchange processing fees, certain service fees, software fees, and non-recurring gains.
+Added: Other revenue includes exchange processing fees, service fees, and other gains and losses from the sale of assets.
Generally, the most significant portion of other revenue is exchange processing fees, which are comprised of fees the Company’s broker-dealer subsidiaries charge clients to offset the exchange processing fees imposed on us by third-parties.
Exchange processing fees are earned and collected when the trade is executed and are recognized gross of amounts remitted to the third-parties, which are included in other expenses.
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Unsatisfied performance obligations
1 unchanged sentence
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.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Cash and cash equivalents
4 unchanged sentences
Cash and investments segregated and on deposit for regulatory purposes
−Removed: 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.
−Removed: Cash and investments segregated and on deposit for regulatory purposes include resale agreements, which are collateralized by U.S.
−Removed: Government and agency securities.
−Removed: Resale agreements are accounted for as collateralized financing transactions that are recorded at their contractual amounts plus accrued interest.
−Removed: Under these resale agreements, the Company obtains collateral with a market value equal to or in excess of the principal amount loaned and the interest accrued.
−Removed: Collateral is valued daily by the Company, with additional collateral obtained to ensure full collateralization.
−Removed: Cash and investments segregated also include certificates of deposit and U.S.
+Added: Pursuant to the Customer Protection Rule and other applicable regulations, Schwab maintains cash or qualified securities in segregated reserve accounts for the exclusive benefit of clients.
+Added: Cash and investments segregated and on deposit for regulatory purposes include resale agreements, certificates of deposit, and U.S.
Government securities.
+Added: See Resale and repurchase agreements below in this Note 2 for further information on the resale agreements.
Certificates of deposit and U.S.
Government securities are recorded at fair value and unrealized gains and losses are included in earnings.
−Removed: Schwab applies the practical expedient based on collateral maintenance provisions under ASC 326 Financial Instruments – Credit Losses (ASC 326), in estimating an allowance for credit losses for resale agreements.
−Removed: 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.
−Removed: 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.
−Removed: If the amortized cost exceeds the fair value of collateral, then credit losses are estimated only on the unsecured portion.
Receivables from brokerage clients
−Removed: Receivables from brokerage clients include margin loans to securities brokerage clients and other trading receivables from clients.
+Added: Receivables from brokerage clients include margin loans and other trading receivables from brokerage clients.
Margin loans are collateralized by client securities and are carried at the amount receivable, net of an allowance for credit losses.
1 unchanged sentence
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.
−Removed: Schwab applies the practical expedient based on collateral maintenance provisions in estimating an allowance for credit losses for margin loans.
+Added: Schwab applies the practical expedient based on collateral maintenance provisions under ASC 326 Financial Instruments – Credit Losses (ASC 326), in estimating an allowance for credit losses for margin loans.
+Added: 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.
+Added: 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.
+Added: If the amortized cost exceeds the fair value of collateral, then credit losses are estimated only on the unsecured portion.
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.
−Removed: 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.
+Added: The Company’s policy is to charge off any unsecured 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 consolidated statements of income.
5 unchanged sentences
Client-held fractional shares are included in other securities owned for client positions for which off-balance sheet treatment pursuant to ASC 940 Financial Services – Brokers and Dealers is not applicable and the derecognition criteria in ASC 860 Transfers and Servicing, are not met.
−Removed: These client-held fractional shares have related repurchase liabilities that are accounted for at fair value
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
−Removed: with unrealized gains and losses included in earnings.
+Added: These client-held fractional shares have related repurchase liabilities that are accounted for at fair value with unrealized gains and losses included in earnings.
See Fair values of assets and liabilities below in this Note 2 for further information on these repurchase liabilities.
−Removed: AFS investment securities
+Added: 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.
+Added: HTM investment securities are recorded at amortized cost, net of any allowance for credit losses, based on the Company’s positive intent and ability to hold these securities to maturity.
Realized gains and losses from sales of AFS investment securities are determined using the specific-identification method and are included in other revenue.
−Removed: Interest income is recognized using the effective interest method based on the contractual terms of the security.
+Added: Interest income on investment securities is recognized using the effective interest method based on the contractual terms of the security.
Where applicable, prepayments are accounted for as they occur (i.e., prepayments are not estimated).
+Added: Accrued interest receivable for AFS and HTM investment securities are included in other assets in the Company’s consolidated balance sheets.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
An AFS investment security is impaired if the fair value of the security is less than its amortized cost basis.
−Removed: Management evaluates AFS investment securities with unrealized losses to determine whether the security impairment has resulted from a credit loss or other factors.
+Added: Management evaluates AFS investment securities with unrealized losses to determine whether the security’s impairment has resulted from a credit loss or other factors.
This evaluation is performed quarterly on an individual security basis.
−Removed: The evaluation of whether credit loss exists is inherently judgmental.
+Added: The evaluation of whether the AFS security impairment has resulted from a credit loss is inherently judgmental.
This evaluation considers multiple factors including:
8 unchanged sentences
If management determines that the impairment of an AFS investment security (or a portion of the impairment) is related to credit losses, an allowance for credit losses is recorded for that security through a charge to earnings.
−Removed: 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.
+Added: The allowance for credit losses on AFS investment securities 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.
−Removed: Changes in the allowance for credit losses are 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 the 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.
−Removed: The Company excludes accrued interest from the fair value and the amortized cost basis of the AFS investment securities for the purposes of identifying and measuring impairment of the securities.
−Removed: AFS investment securities are placed on nonaccrual status on a timely basis and any accrued interest receivable is reversed through interest income.
+Added: The Company separately evaluates its HTM investment securities for any expected credit losses.
+Added: If HTM investment securities share risk characteristics, management evaluates those securities on a collective basis.
+Added: An allowance for credit losses is recorded through a charge to earnings based on an estimate of current expected credit losses over the remaining expected lives of the HTM investment securities.
+Added: Management reviews the allowance for credit losses quarterly, taking into consideration current conditions, reasonable and supportable forecasts, past events, and historical experience that affect the expected collectability of the reported amounts.
+Added: For the purposes of identifying and measuring impairment of AFS investment securities and for the purposes of estimating the allowance for credit losses on all investment securities, the Company excludes accrued interest from the amortized cost basis and when applicable, the fair value, of investment securities.
+Added: Changes in the allowance for credit losses on investment securities are recorded through earnings in the period of the change.
+Added: For some of the AFS and HTM investment securities the Company has an expectation that nonpayment of the amortized cost basis is zero based on a long history with no credit losses and considering current conditions and reasonable and supportable forecasts.
+Added: This applies to a limited set of securities that are guaranteed by the U.S.
+Added: Treasury, U.S.
+Added: government agencies, and sovereign entities of high credit quality.
+Added: The expectation that nonpayment of the amortized cost basis is zero is continually reevaluated.
+Added: AFS and HTM investment securities are placed on nonaccrual status on a timely basis and any accrued interest receivable is reversed through interest income.
+Added: Resale and repurchase agreements
+Added: Resale and repurchase agreements are accounted for as collateralized financing transactions with a receivable or payable recorded at their contractual amounts plus accrued interest.
+Added: Schwab’s resale agreements are typically collateralized by U.S.
+Added: Government and agency securities and the receivable is included in cash and investments segregated and on deposit for regulatory purposes in the consolidated balance sheets.
+Added: Securities received under resale agreements are not recorded on the consolidated balance sheets.
+Added: Securities transferred to counterparties under repurchase agreements continue to be recognized on the Company’s consolidated balance sheets in the respective financial statement line item and at the respective measurement basis.
+Added: Payables for repurchase agreements are included in short-term borrowings on the consolidated balance sheets.
+Added: The Company monitors its collateral requirements under these agreements daily and collateral is adjusted to ensure full collateralization.
+Added: Interest received or paid is recorded in interest revenue or interest expense, respectively.
+Added: Schwab applies the practical expedient based on collateral maintenance provisions in estimating an allowance for credit losses for resale agreements.
Securities borrowed and securities loaned
+Added: Securities borrowing and lending transactions are accounted for as collateralized financing transactions.
Securities borrowed transactions require Schwab to deliver cash to the lender in exchange for securities;
−Removed: the receivables from these transactions are included in other assets on the consolidated balance sheets.
+Added: the receivables from these transactions are
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: included in other assets on the 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;
10 unchanged sentences
We use these segments when developing and documenting our methodology for determining the allowance for credit losses.
−Removed: The residential real estate portfolio segment is
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
−Removed: divided into two classes of financing receivables for purposes of monitoring and assessing credit risk:
+Added: The residential real estate portfolio segment is divided into two classes of financing receivables for purposes of monitoring and assessing credit risk:
First Mortgages and HELOCs.
15 unchanged sentences
Loss severity (i.e., loss given default) estimates are based on our historical loss experience and market trends, both current and forecasted.
−Removed: The loss severity estimate used in the allowance for credit loss methodology for HELOCs is higher than that used in the methodology for First Mortgages.
Housing price trends are derived from historical home price indices and econometric forecasts of future home values.
8 unchanged sentences
The liability for expected credit losses on these commitments and related activity were immaterial for all periods presented.
−Removed: Schwab considers loan modifications in which it makes an economic concession to a borrower experiencing financial difficulty to be troubled debt restructurings (TDRs).
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Nonaccrual, nonperforming and impaired loans
2 unchanged sentences
When a loan is placed on nonaccrual status, the accrued and unpaid interest receivable is reversed and the loan is accounted for on the cash or cost recovery method until qualifying for return to accrual status.
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
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.
3 unchanged sentences
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.
−Removed: The Company’s policy for PALs is to charge off any delinquent loans no later than at 90 days past due.
+Added: The Company’s policy for PALs is to charge off any unsecured balances no later than at 90 days past due.
Equipment, office facilities, and property
20 unchanged sentences
A qualitative assessment considers macroeconomic and other industry-specific factors, such as trends in short-term and long-term interest rates and the ability to access capital, and Company specific factors such as market capitalization in excess of net assets, trends in revenue generating activities, and merger or acquisition activity.
−Removed: If the Company elects to bypass qualitatively assessing goodwill, or it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, management estimates the fair values of each of the Company’s reporting units (defined as the Company’s businesses for which financial information is available and reviewed regularly by management) and compares it to their carrying values.
−Removed: The estimated fair values of the reporting units are established using an income approach based on a discounted cash flow model that includes significant assumptions about the future operating results and
THE CHARLES SCHWAB CORPORATION
1 unchanged sentence
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
−Removed: cash flows of each reporting unit, a market approach which compares each reporting unit to comparable companies in their respective industries, as well as a market capitalization analysis.
+Added: If the Company elects to bypass qualitatively assessing goodwill, or it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, management estimates the fair values of each of the Company’s reporting units (defined as the Company’s businesses for which financial information is available and reviewed regularly by management) and compares it to their carrying values.
+Added: The estimated fair values of the reporting units are established using an income approach based on a discounted cash flow model that includes significant assumptions about the future operating results and cash flows of each reporting unit, a market approach which compares each reporting unit to comparable companies in their respective industries, as well as a market capitalization analysis.
Intangible assets
18 unchanged sentences
Unfunded commitments related to LIHTC investments are included in accrued expenses and other liabilities on the consolidated balance sheets.
−Removed: The Company primarily has operating leases for corporate offices, branch locations, and server equipment and determines if an arrangement is a lease at inception.
+Added: Leases primarily consist of operating leases for corporate offices, branch locations, and server equipment.
+Added: We determine if an arrangement is a lease at inception.
Leases with an initial term of 12 months or less are not recorded on the balance sheet;
2 unchanged sentences
Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
−Removed: ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
+Added: At the commencement date, we determine classification as either an operating lease or finance lease and the ROU asset and lease liability is recognized based on the present value of lease payments over the lease term.
The lease liability may include payments that depend on a rate or index (such as the Consumer Price Index), measured using the rate or index at the commencement date.
1 unchanged sentence
These payments are not recognized as part of the lease liability and are expensed in the period incurred.
−Removed: Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.
+Added: Lease expense for operating leases is recognized on a straight-line basis over the lease term.
The amortization of finance lease ROU assets and the interest expense on finance lease liabilities are recognized over the lease term.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
−Removed: We have lease agreements with lease and non-lease components.
−Removed: For the majority of our leases (real estate leases), the Company has elected the practical expedient to account for the lease and non-lease components as a single lease component.
−Removed: We have not elected the practical expedient for equipment leases and account for lease and non-lease components separately for those classes of leases.
THE CHARLES SCHWAB CORPORATION
1 unchanged sentence
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: We have lease agreements with lease and non-lease components.
+Added: For the majority of our leases (real estate leases), the Company has elected the practical expedient to account for the lease and non-lease components as a single lease component.
+Added: We have not elected the practical expedient for equipment leases and account for lease and non-lease components separately for that class of leases.
As the rates implicit in our leases are not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
16 unchanged sentences
Schwab measures compensation expense for these share-based payment arrangements based on their estimated fair values as of the grant date.
−Removed: The fair value of the share-based award is recognized over the service period as share-based compensation.
+Added: The grant date fair value is amortized to compensation expense on a straight-line basis over the requisite service period.
Share-based compensation expense is based on options or units expected to vest and therefore is reduced for estimated forfeitures.
1 unchanged sentence
Share-based compensation expense is adjusted in subsequent periods if actual forfeitures differ from estimated forfeitures.
+Added: For share-based payment awards with performance conditions, management assesses and estimates their expected level of achievement.
+Added: Share-based compensation expense is recognized based on the level of achievement deemed probable and changes in the estimated outcome are reflected as a cumulative adjustment to expense in the period of the change in estimate.
The excess tax benefits or deficiencies from the exercise of stock options and the vesting of restricted stock units are recorded in taxes on income.
7 unchanged sentences
Where inputs used to measure fair value of an asset or liability are from different levels of the hierarchy, the asset or liability is categorized based on the lowest level input that is significant to the fair value measurement in its entirety.
−Removed: Assessing the significance of a particular input requires judgment.
−Removed: The fair value hierarchy includes three levels based on the objectivity of the inputs as follows:
−Removed: • Level 1 inputs are quoted prices in active markets as of the measurement date for identical assets or liabilities that the Company has the ability to access.
−Removed: • Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
−Removed: Level 2 inputs include quoted prices for similar assets and liabilities in active markets,
THE CHARLES SCHWAB CORPORATION
1 unchanged sentence
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
−Removed: and inputs other than quoted prices that are observable for the asset or liability, such as interest rates, benchmark yields, issuer spreads, new issue data, and collateral performance.
+Added: the significance of a particular input requires judgment.
+Added: The fair value hierarchy includes three levels based on the objectivity of the inputs as follows:
+Added: • Level 1 inputs are quoted prices in active markets as of the measurement date for identical assets or liabilities that the Company has the ability to access.
+Added: • Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
+Added: Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates, benchmark yields, issuer spreads, new issue data, and collateral performance.
• Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
1 unchanged sentence
Schwab’s assets and liabilities measured at fair value on a recurring basis include:
−Removed: certain cash equivalents, certain investments segregated and on deposit for regulatory purposes, AFS securities, and certain other assets and accrued expenses and other liabilities.
+Added: certain cash equivalents, certain investments segregated and on deposit for regulatory purposes, AFS securities, certain other assets, and accrued expenses and other liabilities.
The Company uses the market approach to determine the fair value of assets and liabilities.
22 unchanged sentences
The repurchase liabilities are included in accrued expenses and other liabilities on the consolidated balance sheet.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
New Accounting Standards
+Added: Adoption of New Accounting Standards
No new accounting standards that are material to the Company were adopted during the year ended December 31, 2022.
−Removed: There are currently no new accounting standards not yet adopted that are material to the Company.
+Added: New Accounting Standards Not Yet Adopted
+Added: Standard Description Required Date of Adoption Effects on the Financial Statements or Other Significant Matters
+Added: Accounting Standards Update (ASU) 2022-02, “Financial Instruments—Credit Losses (Topic 326):
+Added: Troubled Debt Restructurings and Vintage Disclosures” Troubled Debt Restructurings (TDRs)
+Added: Eliminates the accounting guidance for TDRs.
+Added: Rather than applying the specific guidance for TDRs, creditors will apply the recognition and measurement guidance for loan refinancings and restructurings to determine whether a modification results in a new loan or a continuation of an existing loan.
+Added: The guidance requires enhanced disclosures for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.
+Added: Vintage Disclosures
+Added: Requires that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost.
+Added: Adoption provides for prospective application, with an option to apply the modified retrospective transition method for the change in recognition and measurement of TDRs.
+Added: January 1, 2023 The Company adopted this guidance prospectively on January 1, 2023.
+Added: As such, there was no impact to the Company’s consolidated financial statements upon initial adoption.
+Added: Adopting this guidance changed the Company’s accounting treatment for the loan modifications in scope of ASU 2022-02 prospectively from the adoption date.
+Added: The Company’s vintage disclosures in Note 7, Bank Loans and Related Allowance for Credit Losses, will be updated prospectively to include gross write offs.
Business Acquisitions
TD Ameritrade
−Removed: On October 6, 2020 Schwab completed its previously announced acquisition of TD Ameritrade for $ 21.8 billion in stock.
+Added: On October 6, 2020, Schwab completed its acquisition of TD Ameritrade for $ 21.8 billion in stock.
As a result of the acquisition, TDA Holding became a wholly-owned subsidiary of CSC.
−Removed: TD Ameritrade provides securities brokerage services, including trade execution, clearing services, and margin lending, through its broker-dealer subsidiaries,
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
−Removed: and futures and foreign exchange trade execution services through its FCM and FDM subsidiary.
+Added: TD Ameritrade provides securities brokerage services, including trade execution, clearing services, and margin lend ing;
+Added: a nd futures and foreign exchange trade execution services.
In exchange for each share of TD Ameritrade common stock, TD Ameritrade stockholders received 1.0837 shares of CSC common stock, except for TD Bank and its affiliates which received a portion in nonvoting common stock.
−Removed: In connection with the transaction, Schwab issued approximately 586 million common shares to TD Ameritrade stockholders consisting of approximately 509 million shares of common stock and approximately 77 million shares of nonvoting common stock, as described below.
−Removed: Subsequently, TD Bank and its affiliates exchanged common stock for nonvoting common stock and held approximately 79 million shares of nonvoting common stock as of December 31, 2021.
−Removed: For further details on the new class of nonvoting common stock, see Note 19.
+Added: In connection with the transaction, Schwab issued approximately 586 million common shares to TD Ameritrade stockholders consisting of approximately 509 million shares of common stock and approximately 77 million shares of nonvoting common stock.
+Added: For further details on nonvoting common stock, see Note 19.
The fair value of the purchase price transferred upon completion of the acquisition includes the fair value of CSC common stock and nonvoting common stock that was issued to TD Ameritrade stockholders, as well as the fair value of assumed TD Ameritrade equity awards attributable to pre-combination services.
6 unchanged sentences
The portion of the fair value of the share-based awards that relates to services performed by the employees prior to the acquisition date is included in the purchase price.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The Company accounted for the TD Ameritrade acquisition as a business combination under GAAP and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their fair values, except for certain exceptions to the recognition principle of acquisition accounting, such as leases, share-based payments, and income taxes, as of the date of acquisition.
18 unchanged sentences
Goodwill $ 10,215
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The identifiable tangible and intangible assets of $ 470 million and $ 8.9 billion, respectively, are subject to depreciation and amortization.
16 unchanged sentences
The goodwill assigned to the Investor Services and Advisor Services segments were $ 6.4 billion and $ 3.8 billion, respectively.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The Company’s consolidated statements of income include total net revenues and net income attributable to the TD Ameritrade acquisition of $ 1.7 billion and $ 583 million, respectively, for the period October 6, 2020 through December 31, 2020.
In connection with the TD Ameritrade acquisition, the Company incurred various professional fees and other costs such as advisory, legal, and accounting fees.
−Removed: In total, the Company incurred acquisition costs of $ 56 million and $ 11 million for the years ended December 31, 2020 and 2019, respectively, which are primarily included in professional services on the consolidated statements of income.
+Added: In total, the Company incurred acquisition costs of $ 56 million for the year ended December 31, 2020, which are primarily included in professional services on the consolidated statement of income.
On May 26, 2020, the Company completed its acquisition of the assets of USAA-IMCO for $ 1.6 billion in cash.
5 unchanged sentences
The Company finalized the valuation of assets and liabilities during the three months ended December 31, 2020, resulting in no additional adjustments to the estimated fair values as of the date of acquisition.
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The following table summarizes the purchase price, fair values of the assets acquired and liabilities assumed, and resulting goodwill as of the May 26, 2020 acquisition date, adjusted for the post-closing adjustments described above:
18 unchanged sentences
(1) The brokerage referral agreement has an initial term of 5 years and is automatically renewable for one-year increments thereafter.
−Removed: Goodwill recorded of $ 472 million, primarily attributable to the additional scale and anticipated synergies from the USAA-IMCO acquisition, was assigned to the Investor Services segment and is deductible for tax purposes.
+Added: Goodwill of $ 472 million, primarily attributable to the additional scale and anticipated synergies from the USAA-IMCO acquisition, was assigned to the Investor Services segment and is deductible for tax purposes.
The Company’s consolidated statements of income include total net revenues and net loss attributable to the USAA-IMCO acquisition of $ 235 million and $ 51 million, respectively, for the period May 26, 2020 through December 31, 2020.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
In connection with the acquisition, the Company agreed to reimburse USAA for certain contract termination and other fees and severance costs incurred by USAA.
1 unchanged sentence
Additionally, the Company incurred various professional fees and other costs related to the USAA-IMCO acquisition, such as advisory, legal, and accounting fees.
−Removed: In total, the Company incurred acquisition costs of $ 54 million and $ 14 million for the years ended December 31, 2020 and 2019, respectively, which are primarily included in professional services, other expense, and compensation and benefits on the consolidated statements of income.
+Added: In total, the Company incurred acquisition costs of $ 54 million for the year ended December 31, 2020, which are primarily included in professional services, other expense, and compensation and benefits on the consolidated statement of income.
Pro Forma Financial Information (Unaudited)
1 unchanged sentence
The unaudited pro forma results reflect after-tax adjustments for acquisition costs, amortization and depreciation of acquired intangible and tangible assets, the impact of the amended IDA agreement which reduced the service fee on client cash deposits held at the TD Depository Institutions to 15 basis points from the 25 basis points paid by TD Ameritrade under its previous IDA agreement, and other immaterial adjustments for the effects of purchase accounting, and do not reflect potential revenue growth or cost savings that may be realized as a result of the acquisitions.
−Removed: Pro forma net income for the year ended December 31, 2020 excludes after-tax acquisition costs for both Schwab and the acquirees of $ 156 million.
−Removed: These costs and after-tax acquisition costs of $ 40 million incurred in 2019 by Schwab and the acquirees are included in pro forma net income for the year ended December 31, 2019.
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: In accordance with ASC 805 Business Combinations , pro forma net income for the year ended December 31, 2020 excludes after-tax acquisition costs for both Schwab and the acquirees of $ 156 million.
The unaudited pro forma financial information is presented for informational purposes only, and is not necessarily indicative of future operations or results had the TD Ameritrade and USAA-IMCO acquisitions been completed as of January 1, 2019.
1 unchanged sentence
Net income available to common stockholders 4,617
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Revenue Recognition
48 unchanged sentences
Payables to brokerage clients $ 97,438 $ 125,671
−Removed: (1) The allowance for credit losses for receivables from brokerage clients and related activity were immaterial for all periods presented.
+Added: (1) The allowance for credit losses for receivables from brokerage clients and related activity was immaterial for all periods presented.
At December 31, 2022 and 2021, approximately 17 % of total CS&Co and TD Ameritrade, Inc.
4 unchanged sentences
Investment Securities
−Removed: The amortized cost, gross unrealized gains and losses, and fair value of the Company’s AFS investment securities are as follows:
+Added: The amortized cost, gross unrealized gains and losses, and fair value of the Company’s AFS and HTM investment securities are as follows:
December 31, 2022 Amortized
8 unchanged sentences
13,830 — 1,275 12,555
−Removed: state and municipal securities 1,611 81 5 1,687
−Removed: Non-agency commercial mortgage-backed securities 1,170 20 — 1,190
Certificates of deposit 2,245 — 14 2,231
Foreign government agency securities 1,033 — 64 969
−Removed: Commercial paper 200 — — 200
+Added: state and municipal securities 713 — 75 638
+Added: Non-agency commercial mortgage-backed securities 473 — 23 450
Other 323 — 8 315
Total available for sale securities (3)
+Added: $ 160,162 $ — $ 12,291 $ 147,871
+Added: Held to maturity securities
+Added: agency mortgage-backed securities $ 173,074 $ 1,442 $ 15,580 $ 158,936
+Added: Total held to maturity securities $ 173,074 $ 1,442 $ 15,580 $ 158,936
December 31, 2021
1 unchanged sentence
agency mortgage-backed securities $ 335,803 $ 3,141 $ 4,589 $ 334,355
+Added: Treasury securities 21,394 13 125 21,282
Asset-backed securities (1)
2 unchanged sentences
12,310 143 109 12,344
−Removed: Treasury securities 10,631 25 — 10,656
state and municipal securities 1,611 81 5 1,687
−Removed: Foreign government agency securities 1,411 2 — 1,413
Non-agency commercial mortgage-backed securities 1,170 20 — 1,190
Certificates of deposit 1,000 — 1 999
+Added: Foreign government agency securities 425 — — 425
+Added: Commercial paper 200 — — 200
Other 22 4 — 26
2 unchanged sentences
Asset-backed securities collateralized by credit card receivables represented approximately 18 % and 30 % of the asset-backed securities held as of December 31, 2022 and 2021, respectively.
−Removed: (2) As of December 31, 2021 and 2020 approximately 31 % and 46 %, respectively of the total AFS in corporate debt securities were issued by institutions in the financial services industry.
−Removed: On January 1, 2019 the Company transferred certain U.S.
−Removed: agency mortgage-backed securities with a fair value of $ 8.8 billion from the HTM category to the AFS category as permitted by ASU 2017-12, “ Derivatives and Hedging (Topic 815):
−Removed: Targeted Improvements to Accounting for Hedging Activities” (ASU 2017-12).
−Removed: This transfer resulted in a net of tax increase to AOCI of $ 19 million.
−Removed: 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.
−Removed: With total consolidated assets of $ 294.0 billion at December 31, 2019, CSC was designated as a Category III firm pursuant to the framework established by the final rules.
−Removed: Accordingly, the Company opted to exclude AOCI from its regulatory capital as permitted by the regulatory capital and liquidity rule beginning January 1, 2020.
−Removed: In accordance with ASC 320 Investment – Debt Securities 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.
−Removed: 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.
+Added: (2) As of December 31, 2022 and 2021, approximately 37 % and 31 %, respectively, of the total AFS corporate debt securities were issued by institutions in the financial services industry.
+Added: (3) Included in cash and cash equivalents on the condensed consolidated balance sheets, but excluded from this table, is $ 48 million of AFS commercial paper as of December 31, 2022 ( none as of December 31, 2021).
+Added: These holdings have maturities of three months or less at the time of acquisition, and an aggregate market value equal to amortized cost.
+Added: In January and November 2022, the Company transferred $ 108.8 billion and $ 79.8 billion, respectively, of U.S.
+Added: agency mortgage-backed securities with a total net unrealized loss at the time of transfer of $ 2.4 billion and $ 15.8 billion, respectively, from the AFS category to the HTM category.
+Added: At December 31, 2022, our banking subsidiaries had pledged securities with a fair value of $ 63.1 billion as collateral to secure borrowing capacity on secured credit facilities with the FHLB (see Note 13).
+Added: Our banking subsidiaries also pledge investment securities as collateral to secure borrowing capacity at the Federal Reserve discount window, and had pledged securities with a
THE CHARLES SCHWAB CORPORATION
1 unchanged sentence
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
−Removed: In January 2022, the Company transferred $ 108.8 billion of U.S.
−Removed: agency mortgage-backed securities with a total net unrealized loss at the time of transfer of $ 2.4 billion from the AFS category to the HTM category.
−Removed: At December 31, 2021, our banking subsidiaries had pledged securities with a fair value of $ 49.6 billion as collateral to secure borrowing capacity on secured credit facilities with the FHLB (see Note 13).
−Removed: Our banking subsidiaries also pledge investment securities as collateral to secure borrowing capacity at the Federal Reserve discount window, and had pledged securities with a fair value of $ 12.0 billion as collateral for this facility at December 31, 2021.
+Added: fair value of $ 7.8 billion as collateral for this facility at December 31, 2022.
The Company also pledges securities issued by federal agencies to secure certain trust deposits.
The fair value of these pledged securities was $ 1.3 billion at December 31, 2022.
+Added: At December 31, 2022, our banking subsidiaries had pledged HTM and AFS securities as collateral under repurchase agreements with external financial institutions.
+Added: HTM securities pledged were U.S.
+Added: agency mortgage-backed securities with an aggregate amortized cost of $ 4.5 billion, and AFS securities pledged were U.S.
+Added: Treasury securities with an aggregate fair value of $ 41 million.
+Added: Securities pledged as collateral under these repurchase agreements may be sold, repledged, or otherwise used by the counterparties.
+Added: See Notes 2, 13, and 17 for additional information on these repurchase agreements.
Securities with unrealized losses, aggregated by category and period of continuous unrealized loss, of AFS investment securities are as follows:
11 unchanged sentences
Certificates of deposit 2,033 10 196 4 2,229 14
+Added: Foreign government agency securities 756 50 214 14 970 64
state and municipal securities 482 31 157 44 639 75
+Added: Non-agency commercial mortgage-backed securities 443 23 — — 443 23
+Added: Other 315 8 — — 315 8
Total $ 81,299 $ 3,622 $ 65,941 $ 8,669 $ 147,240 $ 12,291
2 unchanged sentences
agency mortgage-backed securities $ 186,955 $ 3,216 $ 38,007 $ 1,373 $ 224,962 $ 4,589
+Added: Treasury securities 16,658 125 21 — 16,679 125
Asset-backed securities 6,093 58 2,708 22 8,801 80
+Added: Corporate debt securities 4,713 99 197 10 4,910 109
+Added: Certificates of deposit 799 1 — — 799 1
+Added: state and municipal securities 191 4 5 1 196 5
Total $ 215,409 $ 3,503 $ 40,938 $ 1,406 $ 256,347 $ 4,909
7 unchanged sentences
None of the Company’s AFS securities held as of December 31, 2022 and 2021 had an allowance for credit losses.
−Removed: Prior to the Company’s adoption of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments” (ASU 2016-13) on January 1, 2020, no amount was recognized as other-than-temporary impairment in earnings or other comprehensive income during the year ended December 31, 2019.
−Removed: The Company had $ 683 million and $ 634 million of accrued interest receivable as of December 31, 2021 and 2020, respectively, for AFS securities.
−Removed: These amounts are excluded from the amortized cost basis of AFS securities and included in other assets on the consolidated balance sheets.
−Removed: There were no write-offs of accrued interest receivable on AFS securities during the years ended December 31, 2021 and 2020.
+Added: All HTM securities as of December 31, 2022 were U.S.
+Added: agency mortgage-backed securities and therefore had no allowance for credit losses because expected nonpayment of the amortized cost basis is zero.
+Added: The Company had $ 685 million of accrued interest receivable for AFS and HTM securities as of December 31, 2022 and $ 683 million of accrued interest receivable for AFS securities as of December 31, 2021.
+Added: These amounts are excluded from the amortized cost basis and fair market value of AFS and HTM securities and included in other assets on the consolidated balance
THE CHARLES SCHWAB CORPORATION
1 unchanged sentence
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: There were no write-offs of accrued interest receivable on AFS and HTM securities during the year ended December 31, 2022, or for AFS securities for the year ended December 31, 2021.
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.
−Removed: The maturities of AFS investment securities are as follows:
+Added: The maturities of AFS and HTM investment securities are as follows:
December 31, 2022 Within
3 unchanged sentences
10 years Total
+Added: Available for sale securities
agency mortgage-backed securities $ 1,202 $ 14,515 $ 14,721 $ 47,250 $ 77,688
2 unchanged sentences
Corporate debt securities 382 9,138 3,035 — 12,555
−Removed: state and municipal securities 23 150 1,010 504 1,687
−Removed: Non-agency commercial mortgage-backed securities — — — 1,190 1,190
Certificates of deposit 2,134 97 — — 2,231
Foreign government agency securities — 969 — — 969
−Removed: Commercial paper 200 — — — 200
+Added: state and municipal securities 37 30 417 154 638
+Added: Non-agency commercial mortgage-backed securities — — — 450 450
Other 295 — — 20 315
3 unchanged sentences
2.27 % 1.94 % 1.99 % 2.29 % 2.13 %
+Added: Held to maturity securities
+Added: agency mortgage-backed securities $ 409 $ 5,441 $ 38,888 $ 114,198 $ 158,936
+Added: Total fair value $ 409 $ 5,441 $ 38,888 $ 114,198 $ 158,936
+Added: Total amortized cost $ 420 $ 5,839 $ 42,235 $ 124,580 $ 173,074
+Added: Weighted-average yield (1)
+Added: 2.51 % 2.39 % 1.72 % 1.71 % 1.74 %
(1) The weighted-average yield is computed using the amortized cost at December 31, 2022.
39 unchanged sentences
At December 31, 2022, CSB had pledged the full balance of First Mortgages and HELOCs pursuant to a blanket lien status collateral arrangement to secure borrowing capacity on a secured credit facility with the FHLB (see Note 13).
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Changes in the allowance for credit losses on bank loans were as follows:
−Removed: December 31, 2021 December 31, 2020 December 31, 2019
−Removed: First Mortgages HELOCs Total residential real estate Other Total First Mortgages HELOCs Total residential real estate Other Total First Mortgages HELOCs Total residential real estate Other Total
+Added: December 31, 2022 First Mortgages HELOCs Total residential real estate Pledged asset lines Other Total
Balance at beginning of year $ 13 $ 2 $ 15 $ — $ 3 $ 18
−Removed: Adoption of ASU 2016-13 — — — — — 1 — 1 — 1 — — — — —
Charge-offs — — — ( 4 ) — ( 4 )
2 unchanged sentences
Balance at end of year $ 66 $ 4 $ 70 $ — $ 3 $ 73
−Removed: As discussed in Note 2, PALs are subject to the collateral maintenance practical expedient under ASC 326.
+Added: December 31, 2021
+Added: Balance at beginning of year $ 22 $ 5 $ 27 $ — $ 3 $ 30
+Added: Charge-offs — — — — ( 1 ) ( 1 )
+Added: Recoveries — 1 1 — — 1
+Added: Provision for credit losses ( 9 ) ( 4 ) ( 13 ) — 1 ( 12 )
+Added: Balance at end of year $ 13 $ 2 $ 15 $ — $ 3 $ 18
+Added: December 31, 2020
+Added: Balance at beginning of year $ 11 $ 4 $ 15 $ — $ 3 $ 18
+Added: Adoption of ASU 2016-13 1 — 1 — — 1
+Added: Recoveries 1 — 1 — — 1
+Added: Provision for credit losses 9 1 10 — — 10
+Added: Balance at end of year $ 22 $ 5 $ 27 $ — $ 3 $ 30
+Added: As discussed in Note 2, the Company charges off any unsecured PAL balances no later than 90-days past due.
+Added: PALs are also subject to the collateral maintenance practical expedient under ASC 326 Financial Instruments — Credit Losses .
All PALs were fully collateralized by securities with fair values in excess of borrowings as of December 31, 2022 and 2021, respectively.
Therefore, no allowance for credit losses for PALs as of those dates was required.
−Removed: The economy continued to strengthen overall in 2021, however, COVID-19 has continued to affect the pace of recovery.
−Removed: Management’s macroeconomic outlook reflects continued moderate growth in home prices and lower unemployment anticipated over the near term.
−Removed: This macroeconomic outlook, along with the continued strong credit quality metrics in the bank loans portfolio, result in a lower modeled projection of loss rates compared to December 31, 2020.
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: economy continues to be challenged by elevated inflation, tightening monetary policy, and geopolitical unrest.
+Added: Management’s macroeconomic outlook reflects a near-term home price depreciation, which combined with increases in Treasury yields and mortgage rates, have extended the expected life of the portfolio and reduced borrower affordability.
+Added: These changes to the macroeconomic outlook resulted in higher modeled projections of loss rates at December 31, 2022, compared to December 31, 2021, even as credit quality metrics continued to be strong in the Company’s bank loans portfolio.
A summary of bank loan-related nonperforming assets and troubled debt restructurings is as follows:
7 unchanged sentences
(2) Included in other assets on the consolidated balance sheets.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Credit Quality
8 unchanged sentences
The Estimated Current LTV for each loan is updated on a monthly basis by reference to a home price appreciation index.
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
The credit quality indicators of the Company’s First Mortgages and HELOCs are detailed below:
12 unchanged sentences
Total $ 6,444 $ 12,293 $ 4,270 $ 929 $ 143 $ 1,119 $ 25,198 $ 382 $ 215 $ 597
−Removed: Weighted Average
<620 $ 11 $ 12 $ 7 $ 2 $ 2 $ 11 $ 45 $ 2 $ 5 $ 7
28 unchanged sentences
Total $ 12,990 $ 5,004 $ 1,200 $ 207 $ 1,689 $ 21,090 $ 369 $ 279 $ 648
−Removed: Weighted Average
<620 $ 5 $ 2 $ 1 $ — $ 14 $ 22 $ 2 $ 6 $ 8
17 unchanged sentences
Schwab’s mortgage loans do not include interest terms described as temporary introductory rates below current market rates.
−Removed: At December 31, 2021 and 2020, Schwab had $ 57 million and $ 43 million, respectively, of accrued interest on bank loans, which is excluded from the amortized cost basis of bank loans and included in other assets on the consolidated balance sheets.
+Added: At December 31, 2022 and 2021, Schwab had $ 134 million and $ 57 million, respectively, of accrued interest on bank loans, which is excluded from the amortized cost basis of bank loans and is included in other assets on the consolidated balance sheets.
The HELOC product has a 30 -year loan term with an initial draw period of ten years from the date of origination.
45 unchanged sentences
Trade names 120 ( 32 ) 88 116 ( 26 ) 90
−Removed: Total acquired intangible assets $ 10,510 $ ( 1,131 ) $ 9,379 $ 10,507 $ ( 516 ) $ 9,991
+Added: Total acquired intangible
+Added: assets $ 10,504 $ ( 1,715 ) $ 8,789 $ 10,510 $ ( 1,131 ) $ 9,379
Estimated future annual amortization expense for acquired intangible assets as of December 31, 2022 is as follows:
6 unchanged sentences
Balance at December 31, 2020 $ 7,970 $ 3,982 $ 11,952
−Removed: Goodwill acquired in TD Ameritrade acquisition 6,380 3,835 10,215
−Removed: Goodwill acquired in other acquisitions 494 16 510
+Added: Goodwill acquired and other changes during the period — — —
December 31, 2021 7,970 3,982 11,952
2 unchanged sentences
See Note 3 for additional information on the Company’s acquisitions.
−Removed: As of our annual testing date, we performed an assessment of each of the Company’s reporting units.
+Added: We performed an assessment of each of the Company’s reporting units as of our annual testing date.
Based on this analysis, we concluded that goodwill was not impaired.
6 unchanged sentences
December 31, 2022 2021
+Added: Deferred tax assets (1)
Other receivables from brokers, dealers, and clearing organizations 2,171 2,475
+Added: Other investments (2)
Receivables — interest, dividends, and other 1,919 1,615
Other securities owned at fair value (3)
−Removed: Other investments (2)
Operating lease ROU assets 894 842
−Removed: Customer contract receivables (3)
Securities borrowed 705 582
+Added: Customer contract receivables (4)
Capitalized contract costs 379 344
1 unchanged sentence
Total other assets $ 16,099 $ 10,318
−Removed: (1) Includes fractional shares held in client brokerage accounts.
−Removed: Corresponding repurchase liabilities in an equal amount for these client-held fractional shares are included in accrued expenses and other liabilities on the consolidated balance sheet.
−Removed: See also Notes 2 and 18.
+Added: (1) At December 31, 2021, the Company had deferred tax liabilities of $ 1.5 billion (see Note 22), which are included in accrued expenses and other liabilities on the consolidated balance sheet.
(2) Includes LIHTC investments and certain other CRA-related investments (see Note 11).
−Removed: This item also includes investments in FHLB stock of $ 29 million at December 31, 2021 and 2020, which are required to be held as a condition of borrowing with the FHLB (see Note 13) and can only be sold to the issuer at its par value.
+Added: This item also includes investments in FHLB stock of $ 528 million and $ 29 million at December 31, 2022 and 2021, respectively, which are required to be held as a condition of borrowing with the FHLB (see Note 13) and can only be sold to the issuer at its par value.
Any cash dividends received from investments in FHLB stock are recognized as interest revenue in the consolidated statements of income.
−Removed: CSB and CSPB are members of the Federal Reserve and as a condition of membership, are required to hold Federal Reserve stock.
+Added: CSB, CSPB, and Trust Bank are members of the Federal Reserve and as a condition of membership, are required to hold Federal Reserve stock.
Other investments also includes investments in FRB stock of $ 345 million and $ 436 million at December 31, 2022 and 2021, respectively.
+Added: (3) Includes fractional shares held in client brokerage accounts.
+Added: Corresponding repurchase liabilities in an equal amount for these client-held fractional shares are included in accrued expenses and other liabilities on the consolidated balance sheet.
+Added: See also Notes 2 and 18.
(4) Represents substantially all receivables from contracts with customers within the scope of ASC 606.
−Removed: Schwab does not have any other significant contract assets or contract liability balances as of December 31, 2021 or 2020.
+Added: Schwab did not have any other significant contract assets or contract liability balances as of December 31, 2022 or 2021.
Capitalized contract costs
3 unchanged sentences
Variable Interest Entities
−Removed: As of December 31, 2021 and 2020, all of Schwab’s involvement with variable interest entities (VIEs) is through CSB’s CRA-related investments and most of these are related to LIHTC investments.
+Added: As of December 31, 2022 and 2021, substantially all of Schwab’s involvement with VIEs is through CSB’s CRA-related investments and most of these are related to LIHTC investments.
As part of CSB’s community reinvestment initiatives, CSB invests in funds that make equity investments in multifamily affordable housing properties and receives tax credits and other tax benefits for these investments.
8 unchanged sentences
assets Aggregate
−Removed: liabilities Maximum exposure
−Removed: to loss Aggregate
+Added: liabilities Maximum exposure to loss Aggregate
assets Aggregate
2 unchanged sentences
$ 1,094 $ 619 $ 1,094 $ 915 $ 530 $ 915
−Removed: Other CRA investments (2)
+Added: Other investments (2)
167 — 215 161 — 211
1 unchanged sentence
(1) Aggregate assets and aggregate liabilities are included in other assets and accrued expenses and other liabilities, respectively, on the consolidated balance sheets.
−Removed: (2) Other CRA investments are accounted for as loans at amortized cost, equity method investments, AFS securities, or using the adjusted cost method.
+Added: (2) Other investments include non-LIHTC CRA investments that are accounted for as loans at amortized cost, equity method investments, AFS securities, or using the adjusted cost method.
Aggregate assets are included in AFS securities, bank loans – net, or other assets on the consolidated balance sheets.
Schwab’s maximum exposure to loss would result from the loss of the investments, including any committed amounts.
−Removed: 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 2022 and 2025.
+Added: Schwab’s funding of these remaining commitments is dependent upon the occurrence of certain conditions, and Schwab expects to pay substantially all of these commitments between 2023 and 2026.
During the years ended December 31, 2022, 2021, and 2020, Schwab did not provide or intend to provide financial or other support to the VIEs that it was not contractually required to provide.
5 unchanged sentences
Checking 19,719 22,786
+Added: Time certificates of deposit (1)
Savings and other 6,098 7,234
2 unchanged sentences
Total bank deposits $ 366,724 $ 443,778
+Added: (1) As of December 31, 2022, the full amount of time certificates of deposit were brokered certificates of deposit for which underlying individual balances are assumed to be less than $250,000.
+Added: Subsequent to December 31, 2022, the Company issued $ 9.4 billion of retail brokered certificates of deposit.
CSC Senior Notes
13 unchanged sentences
CSC Fixed-rate Senior Notes:
−Removed: 3.250 % due May 21, 2021
−Removed: 05/22/18 $ — $ 600
3.225 % due September 1, 2022
24 unchanged sentences
03/02/17 650 650
+Added: 2.450 % due March 3, 2027
+Added: 03/03/22 1,500 —
3.300 % due April 1, 2027 (1)
18 unchanged sentences
08/26/21 850 850
−Removed: CSC Floating-rate Senior Notes:
−Removed: Three-month LIBOR + 0.32 % due May 21, 2021
+Added: 2.900 % due March 3, 2032
03/03/22 1,000 —
+Added: CSC Floating-rate Senior Notes:
SOFR + 0.500 % due March 18, 2024
2 unchanged sentences
05/13/21 500 500
+Added: SOFR + 1.050 % due March 3, 2027
+Added: 03/03/22 500 —
Total CSC Senior Notes 20,512 17,768
10 unchanged sentences
08/16/19 25 25
−Removed: TDA Holding Floating-rate Senior Notes:
−Removed: Three-month LIBOR + 0.43 % due November 1, 2021
−Removed: 11/01/18 — 600
Total TDA Holding Senior Notes 213 963
6 unchanged sentences
The new senior notes issued by CSC have the same interest rates and maturity dates as the TDA Holding senior notes.
−Removed: The $ 213 million not exchanged remained outstanding across four series of senior notes issued by TDA Holding.
+Added: At December 31, 2022, $ 213 million not exchanged remained outstanding across four series of senior notes issued by TDA Holding.
The debt exchange was treated as a debt modification for accounting purposes.
9 unchanged sentences
Short-term borrowings:
−Removed: CSC has the ability to issue up to $ 5.0 billion of commercial paper notes ($ 1.5 billion at December 31, 2020) with maturities of up to 270 days.
−Removed: CSC had $ 3.0 billion of commercial paper notes outstanding at December 31, 2021 and none outstanding at December 31, 2020.
+Added: Total short-term borrowings outstanding at December 31, 2022 and 2021 were $ 17.1 billion and $ 4.9 billion, respectively, and had a weighted-average interest rate of 4.90 % and 0.27 %, respectively.
+Added: Additional information regarding our short-term borrowings facilities is described below.
+Added: CSC has the ability to issue up to $ 5.0 billion of commercial paper notes with maturities of up to 270 days.
+Added: CSC had $ 250 million and $ 3.0 billion of commercial paper notes outstanding at December 31, 2022 and 2021, respectively.
CSC and CS&Co also have access to uncommitted lines of credit with external banks with total borrowing capacity of $ 1.6 billion;
1 unchanged sentence
Our banking subsidiaries maintain secured credit facilities with the FHLB.
−Removed: Amounts available under these facilities are dependent on the amount of our First Mortgages, HELOCs, and the fair value of certain of their investment securities that are pledged as collateral.
−Removed: As of December 31, 2021 and 2020, the collateral pledged provided a total borrowing capacity of $ 63.5 billion and $ 55.1 billion, respectively, of which no amounts were outstanding at the end of either year.
+Added: Amounts available under these facilities are dependent on the amount of bank loans and the fair value of certain investment securities that are pledged as collateral.
+Added: As of December 31, 2022 and 2021, the collateral pledged provided a total borrowing capacity of $ 68.6 billion and $ 63.5 billion, respectively.
+Added: There was $ 12.4 billion outstanding under the secured credit facilities as of December 31, 2022 and no balance outstanding as of December 31, 2021.
Our banking subsidiaries have access to funding through the Federal Reserve discount window.
1 unchanged sentence
As of December 31, 2022 and 2021, our collateral pledged provided total borrowing capacity of $ 7.8 billion and $ 12.0 billion, respectively, of which no amounts were outstanding at the end of either year.
−Removed: Our banking subsidiaries may engage with external banks in repurchase agreements collateralized by investment securities as another source of short-term liquidity.
−Removed: The Company had no borrowings outstanding pursuant to such repurchase agreements at December 31, 2021 or 2020.
+Added: Our banking subsidiaries may engage with external financial institutions in repurchase agreements collateralized by investment securities as another source of short-term liquidity.
+Added: The Company had $ 4.4 billion outstanding at December 31, 2022 and no borrowings outstanding at December 31, 2021 pursuant to such repurchase agreements.
+Added: Repurchase agreements outstanding at December 31, 2022 mature between August 2023 to September 2023.
TDAC maintains secured uncommitted lines of credit, under which TDAC borrows on either a demand or short-term basis and pledges client margin securities as collateral.
−Removed: There was $ 1.9 billion outstanding under the secured uncommitted lines of credit as of December 31, 2021.
−Removed: There were no borrowings outstanding under these secured uncommitted lines of credit as of December 31, 2020.
+Added: There was no balance outstanding at December 31, 2022 and $ 1.9 billion outstanding under the secured uncommitted lines of credit as of and December 31, 2021.
See Note 17 for additional information.
−Removed: TDAC maintains a senior unsecured committed revolving credit facility with an aggregate borrowing capacity of $ 600 million, which matures in April 2022.
−Removed: Additionally, at December 31, 2020, TDAC maintained an $ 850 million unsecured committed revolving credit facility which matured in April 2021 and was not renewed.
−Removed: There were no borrowings outstanding under the TDAC senior revolving facilities as of December 31, 2021 or December 31, 2020.
+Added: TDAC maintained one senior unsecured committed revolving credit facility as of December 31, 2021 with an aggregate borrowing capacity of $ 600 million which matured in April 2022 and was not renewed.
+Added: There were no borrowings outstanding under the TDAC senior revolving facility as of December 31, 2021.
+Added: Subsequent to December 31, 2022, the Company’s banking subsidiaries had drawn an additional $ 13.0 billion of FHLB advances, and borrowed an additional $ 3.4 billion under repurchase agreements with external financial institutions.
THE CHARLES SCHWAB CORPORATION
1 unchanged sentence
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
−Removed: The following table details the amounts and locations of operating lease assets and liabilities on the consolidated balance sheet:
+Added: The following table details the amounts and locations of lease assets and liabilities on the consolidated balance sheet:
December 31, 2022 2021
2 unchanged sentences
Operating lease ROU assets Other assets $ 894 $ 842
+Added: Finance lease ROU assets Equipment, office facilities, and property — net 66 93
Lease liabilities:
Operating lease liabilities Accrued expenses and other liabilities $ 994 $ 932
−Removed: The Company had immaterial sublease income for the years ended December 31, 2021 and 2020.
+Added: Finance lease liabilities Long-term debt 68 94
The components of lease expense are as follows:
3 unchanged sentences
Variable lease cost (2)
−Removed: (1) Includes an immaterial amount attributable to short-term leases.
−Removed: (2) Includes payments that are entirely variable and amounts that represent the difference between payments based on an index or rate that is reflected in the lease liability and what is actually incurred.
+Added: (1) Includes short-term lease cost, which is immaterial.
+Added: (2) Includes payments that are entirely variable and amounts that represent the difference between payments based on an index or rate that is reflected in the lease liability and amounts actually incurred.
+Added: The Company had immaterial finance lease cost and sublease income for the years ended December 31, 2022, 2021, and 2020.
The following tables present supplemental operating lease information:
7 unchanged sentences
Present value of lease liabilities $ 994
−Removed: (1) Operating lease payments exclude $ 40 million of legally binding minimum lease payments for leases signed, but not yet commenced.
+Added: (1) Lease payments exclude $ 45 million of legally binding minimum lease payments for leases signed, but not yet commenced.
These leases will commence between 2023 and 2024 with lease terms of five years to 15 years.
−Removed: The Company had finance lease ROU assets included in equipment, office facilities, and property – net of $ 93 million and finance lease liabilities of $ 94 million included in long-term debt on the consolidated balance sheet as of December 31, 2021.
−Removed: Finance leases were immaterial as of December 31, 2020.
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Commitments and Contingencies
Loan Portfolio:
−Removed: CSB provides a co-branded loan origination program for CSB clients (the Program) with Rocket Mortgage, LLC (Rocket Mortgage ® ), formerly known as Quicken Loans, LLC.
+Added: CSB provides a co-branded loan origination program for CSB clients (the Program) with Rocket Mortgage, LLC (Rocket Mortgage ® ).
Pursuant to the Program, Rocket Mortgage originates and services First Mortgages and HELOCs for CSB clients.
2 unchanged sentences
CSB purchased HELOCs with commitments of $ 315 million and $ 418 million during 2022 and 2021, respectively.
−Removed: The Company’s commitments to extend credit on bank lines of credit and to purchase First Mortgages are as follows:
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: The Company’s commitments to extend credit on lines of credit and to purchase First Mortgages are as follows:
December 31, 2022 2021
4 unchanged sentences
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.
−Removed: We partially satisfy the margin requirements by arranging unsecured standby LOCs, in favor of the Options Clearing Corporation, which are issued by several banks.
−Removed: At December 31, 2021, the aggregate face amount of these LOCs totaled $ 15 million.
−Removed: There were no funds drawn under any of these LOCs at December 31, 2021.
+Added: We satisfy the margin requirements of these transactions through the pledging of certain client securities.
+Added: For additional information on these pledged securities refer to Note 17.
In connection with its securities lending activities, Schwab is required to provide collateral to certain brokerage clients.
3 unchanged sentences
The Company’s liability under these arrangements is not quantifiable and may exceed the amounts it has posted as collateral.
−Removed: The Company also engages third-party firms to clear clients’ futures and options on futures transactions and to facilitate clients’ foreign exchange trading, and has agreed to indemnify these firms for losses that they may incur from the client transactions introduced to them by the Company.
+Added: The Company also engages third-party firms to clear clients’ futures and options on futures transactions and to facilitate clients’ foreign exchange trading, and has agreed to indemnify these firms for any losses that they may incur from the client transactions introduced to them by the Company.
The potential requirement for the Company to make payments under these arrangements is remote.
6 unchanged sentences
Though unlikely, in the event the sweep arrangement fee computation were to result in a negative amount in any given month, Schwab would be required to pay the TD Depository Institutions.
−Removed: The IDA agreement also provides that, as of July 1, 2021, Schwab has the option to migrate up to $ 10 billion of IDA balances every 12 months to Schwab’s balance sheet, subject to certain limitations and adjustments.
−Removed: The Company’s ability to migrate these balances to its balance sheet is dependent upon multiple factors including having sufficient capital levels to sustain these incremental deposits and certain binding limitations specified in the IDA agreement, including the requirement that Schwab can only move IDA balances designated as floating-rate obligations.
+Added: The IDA agreement provides that, as of July 1, 2021, Schwab has the option to migrate up to $ 10 billion of IDA balances every 12 months to Schwab’s balance sheet, subject to certain limitations and adjustments.
+Added: The Company’s ability to migrate these balances to its balance sheet is dependent upon multiple factors including having sufficient capital levels to sustain these incremental deposits and certain binding limitations specified in the IDA agreement.
In addition, Schwab also must maintain a minimum $ 50 billion IDA balance through June 2031, and at least 80 % of the IDA balances must be designated as fixed-rate obligations through June 2026.
−Removed: The total ending IDA balance was $ 147.2 billion as of December 31, 2021, and $ 154.1 billion as of December 31, 2020.
−Removed: Were IDA balances to decline below the required IDA balance minimum, Schwab could be required to direct additional sweep cash from its balance sheet to the IDA program.
−Removed: Through December 31, 2021, Schwab had moved $ 10.1 billion of IDA balances to its balance sheet, which included uninsured balances and certain international account balances.
−Removed: Subsequent to December 31, 2021, the Company moved approximately $ 10 billion of additional IDA balances to its balance sheet.
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: If IDA balances were to decline below the required IDA balance minimum, Schwab could be required to direct additional sweep cash from its balance sheet to the IDA program.
+Added: Schwab moved net amounts of $ 13.7 billion and $ 10.1 billion of IDA balances to its balance sheet during 2022 and 2021, respectively.
+Added: As of December 31, 2022, the total ending IDA balance was $ 122.6 billion, of which $ 108.5 billion was fixed-rate obligation amounts and $ 14.1 billion was floating-rate obligation amounts.
+Added: As of December 31, 2021, the total ending IDA balance was $ 147.2 billion, of which $ 117.4 billion was fixed-rate obligation amounts and $ 29.9 billion was floating-rate obligation amounts.
+Added: The total ending IDA balances include the impact of client cash allocation decisions and Schwab’s movement of balances.
Legal contingencies:
8 unchanged sentences
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.
−Removed: 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.
+Added: Numerous issues may have to be developed, such as discovery of important factual matters and determination of threshold legal issues, which may
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: 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.
4 unchanged sentences
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.
+Added: Corrente Antitrust Litigation :
+Added: On June 6, 2022, the Company was sued in the U.S.
+Added: District Court for the Eastern District of Texas on behalf of a putative class of customers who purchased or sold securities through CS&Co or TD Ameritrade, Inc.
+Added: from October 26, 2020 to the present.
+Added: The lawsuit alleges that the Company’s acquisition of TD Ameritrade violated Section 7 of the Clayton Act because it has resulted in an anticompetitive market for the execution of retail customer orders.
+Added: Plaintiffs seek unspecified damages, as well as injunctive and other relief.
+Added: The Company is vigorously contesting the lawsuit and on August 29, 2022 filed a motion to dismiss the complaint, which remains pending.
Schwab Intelligent Portfolios ® SEC Investigation :
−Removed: As disclosed on July 1, 2021, the Company has been responding to an enforcement investigation by the SEC arising from a compliance examination and concerning historic disclosures related to the Schwab Intelligent Portfolios digital advisory solution.
−Removed: In connection with a tentative agreement reached with SEC staff to resolve the matter, financial results for 2021 included a liability and related non-deductible charge of approximately $ 200 million.
−Removed: Completion of any settlement is always contingent on a vote of the Commission.
−Removed: The Company continues to cooperate with SEC staff with the goal of fully resolving the matter.
+Added: As disclosed on July 1, 2021, Schwab’s second quarter 2021 financial results included a liability and related charge of approximately $ 200 million in connection with a tentative agreement reached with SEC staff to resolve an enforcement investigation into past disclosures for the Schwab Intelligent Portfolios digital advisory solution.
+Added: On June 13, 2022, the SEC announced the settlement under which CS&Co, Charles Schwab Investment Advisory, Inc., and Schwab Wealth Investment Advisory, Inc., without admitting or denying the SEC’s findings, resolved the matter and agreed to pay $ 186.5 million for deposit into a Fair Fund account for distribution to affected investors.
TD Ameritrade Acquisition Litigation :
−Removed: As disclosed previously, Schwab and TD Ameritrade have been responding to a lawsuit challenging the acquisition which was filed on May 12, 2020 in the Delaware Court of Chancery (Hawkes v.
+Added: As disclosed previously, on May 12, 2020, a putative class action lawsuit related to the acquisition was filed in the Delaware Court of Chancery (Hawkes v.
Bettino et al.) on behalf of a proposed class of TD Ameritrade’s stockholders, excluding, among others, TD Bank.
−Removed: The initial complaint named as defendants each member of the TD Ameritrade board of directors at the time the acquisition was approved, as well as TD Bank and Schwab.
−Removed: On June 11, 2020, plaintiff dismissed a claim that had sought to enjoin voting on or consummation of the acquisition.
On February 5, 2021, plaintiff filed an amended complaint naming an officer and certain directors of TD Ameritrade at the time the acquisition was approved, as well as TD Bank, certain TD Bank related entities, and Schwab.
−Removed: The amended complaint asserts separate claims for breach of fiduciary duty by the TD Ameritrade officer, certain members of the TD Ameritrade board and TD Bank, and against Schwab for aiding and abetting such breaches, the allegation being that the amendment of the Insured Deposit Account Agreement TD Bank negotiated directly with Schwab allowed TD Bank to divert merger consideration from TD Ameritrade’s minority public stockholders.
+Added: The amended complaint asserts separate claims for breach of fiduciary duty by the TD Ameritrade officer, certain members of the TD Ameritrade board and TD Bank, and against Schwab for aiding and abetting such breaches, the allegation being that the amendment of the IDA agreement TD Bank negotiated directly with Schwab allowed TD Bank to divert merger consideration from TD Ameritrade’s minority public stockholders.
Plaintiff seeks to recover monetary damages, costs and attorneys’ fees.
−Removed: Schwab and the other defendants consider the allegations to be entirely without merit and on April 29, 2021, filed motions to dismiss the remaining claims in the lawsuit.
+Added: Schwab and the other defendants consider the allegations to be entirely without merit and on April 29, 2021, the defendants filed motions to dismiss the amended complaint.
+Added: On March 25, 2022, the parties filed a joint stipulation proposing a settlement of the lawsuit on a class basis.
+Added: On September 21, 2022, the court entered final judgment and approved the terms of the settlement, under which Schwab is paying an immaterial amount on behalf of the former TD Ameritrade officer and director defendants pursuant to indemnification obligations.
Crago Order Routing Litigation :
7 unchanged sentences
Plaintiffs filed a motion for class certification on April 30, 2021, and in a decision on October 27, 2021, the court denied the motion and held that certification of a class action is inappropriate.
−Removed: Plantiffs sought review of the order denying class certification by the Ninth Circuit Court of Appeals, which was denied, and on February 3, 2022, plantiffs filed a motion for reconsideration of that denial, which is pending.
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: Plaintiffs sought review of the order denying class certification by the Ninth Circuit Court of Appeals, which was denied.
+Added: On September 23, 2022, plaintiffs filed a renewed motion for class certification and defendants moved to compel plaintiffs’ case to arbitration.
+Added: On February 2, 2023, the court granted defendants’ motion, stayed the case pending the outcome of arbitration, and denied plaintiffs’ renewed motion for class certification as moot.
Ford Order Routing Litigation :
3 unchanged sentences
District Court for the District of Nebraska on behalf of a putative class of TD Ameritrade, Inc.
−Removed: clients alleging that defendants failed to seek best execution and made misrepresentations and omissions regarding its order routing practices.
+Added: clients alleging that defendants failed to seek best execution and made misrepresentations and omissions regarding its order
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: routing practices.
Plaintiffs seek unspecified damages and injunctive and other relief.
Defendants consider the allegations to be entirely without merit and have been vigorously contesting the lawsuit.
−Removed: On September 14, 2018, the District Court granted plaintiff’s motion for class certification, and defendants petitioned for an immediate appeal of the District Court’s class certification decision.
+Added: On September 14, 2018, the District Court granted plaintiffs’ motion for class certification, and defendants petitioned for an immediate appeal of the District Court’s class certification decision.
On April 23, 2021, the U.S.
Court of Appeals, 8th Circuit, issued a decision reversing the District Court’s certification of a class and remanding the case back to the District Court for further proceedings.
−Removed: Plaintiffs have renewed their motion for class certification with the District Court, and a motion by defendants to compel the case to arbitration was denied by the District Court as premature.
+Added: Plaintiff renewed his motion for class certification, which the District Court granted on September 20, 2022.
+Added: On October 26, 2022, the U.S.
+Added: Court of Appeals, 8th Circuit, granted defendants’ petition for an immediate appeal of the District Court’s ruling.
Exit and Other Related Liabilities
−Removed: As a result of the significant growth seen beginning in late 2020 and early 2021 across key client volume metrics, including the number of active brokerage accounts, clients’ daily average trades, and peak daily trades, the Company determined in 2021 to increase the scope of technology work related to the integration of TD Ameritrade.
−Removed: In 2021, we commenced greater technology build-out to support the expanded volumes of our combined client base.
−Removed: Based on our current integration plans and expanded scope of technology work, the Company continues to expect to complete client conversion within 30 to 36 months from the October 6, 2020 acquisition date.
−Removed: To achieve our integration objectives, the Company expects to recognize significant additional acquisition and integration-related costs and capital expenditures throughout the integration process.
−Removed: Such acquisition and integration-related costs have included, and are expected to continue to include, professional fees, such as legal, advisory, and accounting fees, compensation and benefits expenses for employees and contractors involved in the integration work, and costs for technology enhancements.
−Removed: The Company’s acquisition and integration-related spending also includes exit and other related costs, which are primarily comprised of employee compensation and benefits such as severance pay, other termination benefits, and retention costs, as well as costs related to facility closures such as accelerated amortization and depreciation or impairments of assets in those locations.
+Added: The Company completed its acquisition of TD Ameritrade effective October 6, 2020 and integration work continued during the year ended December 31, 2022.
+Added: Based on our current integration plans, the Company expects to complete most client transitions from TD Ameritrade to Schwab across multiple groups over the course of 2023, with the transition of a small client group in the first half of 2024.
+Added: The Company expects to continue to incur significant acquisition and integration-related costs and integration-related capital expenditures throughout the remaining integration process.
+Added: Such costs have included, and are expected to continue to include, professional fees, such as legal, advisory, and accounting fees, compensation and benefits expenses for employees and contractors involved in the integration work, and costs for technology enhancements.
+Added: The Company has also incurred exit and other related costs to attain anticipated synergies, which are primarily comprised of employee compensation and benefits such as severance pay, other termination benefits, and retention costs, as well as costs related to facility closures, such as accelerated amortization and depreciation or impairments of assets in those locations.
Exit and other related costs are a component of the Company’s overall acquisition and integration-related spending, and support the Company’s ability to achieve integration objectives including expected synergies.
−Removed: Our estimates of the nature, amounts, and timing of recognition of acquisition and integration-related costs remain subject to change based on a number of factors, including the expected duration and complexity of the integration process and the continued uncertainty of the current economic environment.
−Removed: More specifically, factors that could cause variability in our expected acquisition and integration-related costs include the level of employee attrition, workforce redeployment from eliminated positions into open roles, changes in the levels of client activity, as well as increased real estate-related exit cost variability due to the effects of the COVID-19 pandemic including changes in remote working trends.
−Removed: Inclusive of costs recognized through December 31, 2021, Schwab currently expects to incur total exit and other related costs for the integration of TD Ameritrade ranging from $ 650 million to $ 1 billion, consisting of employee compensation and benefits, facility exit costs, and certain other costs.
−Removed: During the years ended December 31, 2021 and 2020, the Company recognized $ 108 million and $ 186 million for acquisition-related exit costs, respectively.
−Removed: The Company expects the remaining exit and other related costs will be incurred and charged to expense over the next 21 to 33 months;
−Removed: some costs are expected to be incurred after client conversion.
+Added: Our estimates of the nature, amounts, and timing of recognition of acquisition and integration-related costs remain subject to change based on a number of factors, including the expected duration and complexity of the integration process and the continued uncertainty of the economic environment.
+Added: More specifically, factors that could cause variability in our expected acquisition and integration-related costs include the level of employee attrition and availability of third-party labor, workforce redeployment from eliminated positions into open roles, changes in the levels of client activity, as well as changes in the scope and cost of technology and real estate-related exit cost variability due to the effects of changes in remote working trends.
+Added: Inclusive of costs recognized through December 31, 2022, Schwab currently expects to incur total exit and other related costs for the integration of TD Ameritrade ranging from $ 500 million to $ 700 million, consisting of employee compensation and benefits, facility exit costs, and certain other costs.
+Added: During each of the years ended December 31, 2022, 2021, and 2020, the Company recognized $ 34 million, $ 108 million, and $ 186 million of acquisition-related exit costs, respectively.
+Added: The Company expects that remaining exit and other related costs will be incurred and charged to expense over the next 24 months, with some costs expected to be incurred after client transition to decommission duplicative platforms and complete integration work.
In addition to ASC 420 Exit or Disposal Cost Obligations , certain of the costs associated with these activities are accounted for in accordance with ASC 360 Property, Plant and Equipment , ASC 712 Compensation – Nonretirement Post Employment Benefits , ASC 718 Compensation – Stock Compensation , and ASC 842 Leases .
7 unchanged sentences
Balance at December 31, 2020 (1)
−Removed: Exit and other related liabilities assumed in business acquisition 18 5 23
+Added: $ 86 $ 24 $ 110
Amounts recognized in expense (2)
6 unchanged sentences
$ 36 $ 10 $ 46
+Added: (1) Included in accrued and expenses and other liabilities on the consolidated balance sheets.
(2) Amounts recognized in expense for severance pay and other termination benefits, as well as retention costs, are primarily included in compensation and benefits on the consolidated statements of income.
The year ended December 31, 2021 includes a reduction of the liability resulting from changes in estimates of $ 9 million and $ 2 million in Investor Services and Advisor Services, respectively.
−Removed: (2) Included in accrued and expenses and other liabilities on the consolidated balance sheets.
The following table summarizes the exit and other related costs recognized in expense for the year ended December 31, 2022:
6 unchanged sentences
Occupancy and equipment — 7 7 — 2 2 9
+Added: Total $ 19 $ 7 $ 26 $ 6 $ 2 $ 8 $ 34
+Added: (1) Costs related to facility closures.
+Added: These costs, which are primarily comprised of accelerated amortization of ROU assets, relate to the impact of abandoning leased and other properties.
+Added: The following table summarizes the exit and other related costs recognized in expense for the year ended December 31, 2021:
+Added: Investor Services Advisor Services
+Added: and Benefits Facility Exit Costs (1)
+Added: Investor Services Total Employee
+Added: and Benefits Facility Exit Costs (1)
+Added: Advisor Services Total Total
+Added: Compensation and benefits $ 66 $ — $ 66 $ 17 $ — $ 17 $ 83
+Added: Occupancy and equipment — 18 18 — 4 4 22
Professional services — 1 1 — — — 1
38 unchanged sentences
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.
−Removed: 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.
+Added: 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 investments requirement.
Schwab’s resale agreements as of December 31, 2022 and 2021 were not subject to master netting arrangements.
10 unchanged sentences
Therefore, the securities loaned and securities borrowed are presented gross in the consolidated balance sheets.
+Added: Repurchase agreements:
+Added: Schwab enters into collateralized repurchase agreements with external financial institutions in which the Company’s banking subsidiaries sell securities and agree to repurchase these securities on a specified future date at a stated repurchase price.
+Added: These repurchase agreements are collateralized by investment securities with a fair value equal to or in excess of the secured borrowing liability.
+Added: Decreases in security prices posted as collateral for repurchase agreements may require Schwab to transfer cash or additional securities deemed acceptable by the counterparty.
+Added: To mitigate this risk, Schwab monitors the fair value of underlying securities pledged as collateral compared to the related liability.
+Added: Our collateralized repurchase agreements with each external financial institution are considered to be enforceable master netting arrangements.
+Added: However, we do not net these arrangements.
+Added: As such, the secured short-term borrowings associated with these collateralized repurchase agreements are presented gross in the consolidated balance sheets.
THE CHARLES SCHWAB CORPORATION
15 unchanged sentences
$ 4,200 $ — $ 4,200 $ ( 331 ) $ ( 3,313 ) $ 556
−Removed: Secured short-term borrowings (6)
+Added: Repurchase agreements (6)
4,402 — 4,402 — ( 4,402 ) —
8 unchanged sentences
$ 7,158 $ — $ 7,158 $ ( 383 ) $ ( 6,015 ) $ 760
+Added: Secured short-term borrowings (7)
+Added: 1,850 — 1,850 — ( 1,850 ) —
Total $ 9,008 $ — $ 9,008 $ ( 383 ) $ ( 7,865 ) $ 760
7 unchanged sentences
(6) Included in short-term borrowings in the consolidated balance sheets.
+Added: Actual collateral value was greater than or equal to the value of the related liabilities.
+Added: At December 31, 2022, the fair value of collateral pledged in connection with repurchase agreements was $ 4.6 billion.
+Added: See Note 13 for additional information.
+Added: (7) Included in short-term borrowings in the consolidated balance sheets.
See below for collateral pledged and Note 13 for additional information.
18 unchanged sentences
Securities lending to other broker-dealers 3,472 6,269
−Removed: Collateral for short-term borrowings 2,390 —
+Added: Collateral for secured short-term borrowings — 2,390
Total collateral pledged to third parties $ 19,939 $ 31,422
13 unchanged sentences
Money market funds $ 14,007 $ — $ — $ 14,007
+Added: Commercial paper — 48 — 48
Total cash equivalents 14,007 48 — 14,055
Investments segregated and on deposit for regulatory purposes:
−Removed: Certificates of deposit — 350 — 350
Government securities — 23,645 — 23,645
+Added: Certificates of deposit — 1,000 — 1,000
Total investments segregated and on deposit for regulatory purposes — 24,645 — 24,645
4 unchanged sentences
Corporate debt securities — 12,555 — 12,555
−Removed: state and municipal securities — 1,687 — 1,687
−Removed: Non-agency commercial mortgage-backed securities — 1,190 — 1,190
Certificates of deposit — 2,231 — 2,231
Foreign government agency securities — 969 — 969
−Removed: Commercial paper — 200 — 200
+Added: state and municipal securities — 638 — 638
+Added: Non-agency commercial mortgage-backed securities — 450 — 450
Other — 315 — 315
22 unchanged sentences
agency mortgage-backed securities — 334,355 — 334,355
+Added: Treasury securities — 21,282 — 21,282
Asset-backed securities — 17,546 — 17,546
Corporate debt securities — 12,344 — 12,344
−Removed: Treasury securities — 10,656 — 10,656
state and municipal securities — 1,687 — 1,687
−Removed: Foreign government agency securities — 1,413 — 1,413
Non-agency commercial mortgage-backed securities — 1,190 — 1,190
Certificates of deposit — 999 — 999
+Added: Foreign government agency securities — 425 — 425
+Added: Commercial paper — 200 — 200
Other — 26 — 26
1 unchanged sentence
Other assets:
+Added: Equity, corporate debt, and other securities 854 59 — 913
Mutual funds and ETFs 636 — — 636
−Removed: Government securities — 253 — 253
State and municipal debt obligations — 32 — 32
−Removed: Equity, corporate debt, and other securities 7 29 — 36
+Added: Government securities — 3 — 3
Total other assets 1,490 94 — 1,584
−Removed: Total $ 11,527 $ 368,967 $ — $ 380,494
+Added: Total assets $ 13,209 $ 426,847 $ — $ 440,056
+Added: Accrued expenses and other liabilities $ 1,354 $ 45 $ — $ 1,399
+Added: Total liabilities $ 1,354 $ 45 $ — $ 1,399
THE CHARLES SCHWAB CORPORATION
8 unchanged sentences
Receivables from brokerage clients — net 66,573 — 66,573 — 66,573
+Added: Held to maturity securities:
+Added: agency mortgage-backed securities 173,074 — 158,936 — 158,936
+Added: Total held to maturity securities 173,074 — 158,936 — 158,936
Bank loans — net:
25 unchanged sentences
Accrued expenses and other liabilities 8,327 — 8,327 — 8,327
+Added: Short-term borrowings 4,855 — 4,855 — 4,855
Long-term debt 18,820 — 19,383 — 19,383
3 unchanged sentences
Stockholders’ Equity
−Removed: Except in connection with the 2020 acquisition of TD Ameritrade as described below, CSC did not issue shares of common stock through external offerings during the years ended December 31, 2021, 2020 or 2019.
+Added: Except in connection with the 2020 acquisition of TD Ameritrade as described below, CSC did not issue common shares through external offerings during the years ended December 31, 2022, 2021 or 2020.
+Added: TD Ameritrade Acquisition
On October 6, 2020, the Company completed its acquisition of TD Ameritrade.
3 unchanged sentences
Holders of nonvoting common stock are restricted from transferring shares except for permitted inside or outside transfers, as defined in the certificate of incorporation.
−Removed: Shares of nonvoting stock transferred in a permitted outside transfer are automatically converted to shares of common stock.
+Added: Shares of nonvoting common stock transferred in a permitted outside transfer are automatically converted to shares of common stock.
Pursuant to the Merger Agreement, CSC issued approximately 177 million shares of common stock and approximately 77 million shares of nonvoting common stock to TD Bank and its affiliates on October 6, 2020.
3 unchanged sentences
This limit is interpreted in accordance with the applicable rules of the Federal Reserve and includes shares of CSC common stock deemed to be beneficially owned directly or indirectly by TD Bank and its affiliates.
−Removed: On June 1, 2021, the Company redeemed all of the 600,000 outstanding shares of its 6.00% non-cumulative perpetual preferred stock, Series C, and the corresponding 24,000,000 depositary shares, each representing a 1/40th interest in a share of the Series C Preferred Stock.
−Removed: The depositary shares were redeemed at a redemption price of $ 25 per depositary share for a total of $ 600 million.
−Removed: On March 30, 2021, the Company issued and sold 24,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 4.450% fixed-rate non-cumulative perpetual preferred stock, Series J, $ .01 par value, with a liquidation preference of $ 1,000 per share (equivalent of $ 25 per Depositary Share).
−Removed: The net proceeds of the offering were $ 584 million, after deducting the underwriting discount and offering expenses.
−Removed: On March 18, 2021, the Company issued and sold 2,250,000 depositary shares, each representing a 1/100th ownership interest in a share of 4.000% fixed-rate reset non-cumulative perpetual preferred stock, Series I, $ .01 par value per share, with a liquidation preference of $ 100,000 per share (equivalent of $ 1,000 per Depositary Share).
−Removed: The net proceeds of the offering were $ 2.2 billion, after deducting the underwriting discount and offering expenses.
−Removed: On December 11, 2020, the Company issued and sold 2,500,000 depositary shares, each representing a 1/100th ownership interest in a share of 4.000 % fixed-rate reset non-cumulative perpetual preferred stock, Series H, $ .01 par value per share, with a liquidation preference of $ 100,000 per share (equivalent of $ 1,000 per Depositary Share).
−Removed: The net proceeds of the offering were approximately $ 2.47 billion, after deducting the underwriting discount and offering expenses.
−Removed: 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, $ .01 par value per share, with a liquidation preference of $ 100,000 per share (equivalent of $ 1,000 per Depositary Share).
−Removed: The net proceeds of the offering were approximately $ 2.47 billion, after deducting the underwriting discount and offering expenses.
+Added: On August 1, 2022, an affiliate of TD Bank executed a permitted outside transfer of 13 million shares of CSC nonvoting common stock, upon which the shares of nonvoting common stock automatically converted to shares of common stock.
+Added: Following this transfer and CSC’s repurchase of nonvoting common stock described below, TD Bank and its affiliates held approximately 51 million shares of nonvoting common stock as of December 31, 2022.
+Added: Share Repurchase Program
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 .
1 unchanged sentence
There were no repurchases of CSC’s common stock under this authorization during the years ended December 31, 2020, 2021, and 2022.
−Removed: During 2019, CSC repurchased 55 million shares of its common stock under this authorization for $ 2.2 billion.
+Added: On July 27, 2022, CSC publicly announced that its Board of Directors terminated the existing share repurchase authorization and replaced it with a new authorization to repurchase up to $ 15.0 billion of common stock.
+Added: The new share repurchase authorization does not have an expiration date.
+Added: On August 1, 2022, CSC purchased, directly from an affiliate of TD Bank, 15 million shares of nonvoting common stock for a total of $ 1.0 billion, or approximately $ 66.53 per share.
+Added: The shares of nonvoting common stock automatically converted into common stock and were purchased under CSC’s new share repurchase authorization.
+Added: The purchase price paid by CSC was equal to the lowest price per share that the affiliate of TD Bank received in a contemporaneous share sale facilitated by a third-party market maker, which resulted in a purchase price lower than the closing price on August 1, 2022.
+Added: CSC repurchased an additional 32 million shares of its common stock under the new authorization for $ 2.4 billion during the year ended December 31, 2022.
+Added: As of December 31, 2022, $ 11.6 billion remained on the new authorization.
+Added: Preferred Stock
+Added: On March 18, 2021, the Company issued and sold 2,250,000 depositary shares, each representing a 1/100th ownership interest in a share of 4.000 % fixed-rate reset non-cumulative perpetual preferred stock, Series I, $ .01 par value per share, with a liquidation preference of $ 100,000 per share (equivalent of $ 1,000 per Depositary Share).
+Added: The net proceeds of the offering were $ 2.2 billion, after deducting the underwriting discount and offering expenses.
THE CHARLES SCHWAB CORPORATION
1 unchanged sentence
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
+Added: On March 30, 2021, the Company issued and sold 24,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 4.450 % fixed-rate non-cumulative perpetual preferred stock, Series J, $ .01 par value, with a liquidation preference of $ 1,000 per share (equivalent of $ 25 per depositary share).
+Added: The net proceeds of the offering were $ 584 million, after deducting the underwriting discount and offering expenses.
+Added: On June 1, 2021, the Company redeemed all of the 600,000 outstanding shares of its 6.00 % non-cumulative perpetual preferred stock, Series C, and the corresponding 24,000,000 depositary shares, each representing a 1/40th interest in a share of the Series C preferred stock.
+Added: The depositary shares were redeemed at a redemption price of $ 25 per depositary share for a total of $ 600 million.
+Added: On March 4, 2022, the Company issued and sold 750,000 depositary shares, each representing a 1/100th ownership interest in a share of 5.000 % fixed-rate reset non-cumulative perpetual preferred stock, Series K, $ .01 par value, with a liquidation preference of $ 100,000 per share (equivalent of $ 1,000 per depositary share).
+Added: The net proceeds of the offering were $ 740 million, after deducting the underwriting discount and offering expenses.
+Added: On November 1, 2022, the Company redeemed all of the 400,000 outstanding share of its fixed-to-floating rate non-cumulative perpetual preferred stock, Series A at a redemption price of $ 1,000 per share for a total of $ 400 million.
+Added: On December 1, 2022, the Company redeemed all of the 6,000 outstanding shares of its fixed-to-floating rate non-cumulative perpetual preferred stock, Series E, and the corresponding 600,000 depositary shares, each representing a 1/100th interest in a share of the Series E preferred stock.
+Added: The depositary shares were redeemed at a redemption price of $ 1,000 per depositary share for a total of $ 600 million.
CSC was authorized to issue 9,940,000 shares of preferred stock, $ .01 par value, at December 31, 2022 and 2021.
2 unchanged sentences
Floating Rate Margin Over Reset / Floating Rate
−Removed: Shares Issued and Outstanding (in thousands) at December 31, Liquidation Preference Per Share Carrying Value at December 31, Earliest Redemption Date
+Added: Shares Issued and Outstanding (in ones) at December 31, Liquidation Preference Per Share Carrying Value at December 31, Earliest Redemption Date
2022 2021 Issue Date
−Removed: — 600 $ 1,000 $ — $ 585 08/03/15 — — N/A N/A N/A
Series D 750,000 750,000 1,000 728 728 03/07/16 5.950 % 06/01/21 N/A N/A N/A
1 unchanged sentence
Fixed-to-floating-rate/Fixed-rate reset:
−Removed: Series A 400 400 1,000 397 397 01/26/12 7.000 % 02/01/22 02/01/22 3M LIBOR 4.820 %
−Removed: Series E 6 6 100,000 591 591 10/31/16 4.625 % 03/01/22 03/01/22 3M LIBOR 3.315 %
+Added: — 400,000 — — 397 01/26/12 — — — — —
+Added: — 6,000 — — 591 10/31/16 — — — — —
Series F 5,000 5,000 100,000 492 492 10/31/17 5.000 % 12/01/27 12/01/27 3M LIBOR 2.575 %
−Removed: Series G 25 25 100,000 2,470 2,470 04/30/20 5.375 % 06/01/25 06/01/25 5 -Year Treasury
−Removed: Series H 25 25 100,000 2,470 2,470 12/11/20 4.000 % 12/01/30 12/01/30 10 -Year Treasury
25,000 25,000 100,000 2,470 2,470 04/30/20 5.375 % 06/01/25 06/01/25 5 -Year Treasury
−Removed: Total preferred stock 1,834 1,811 $ 9,954 $ 7,733
+Added: 25,000 25,000 100,000 2,470 2,470 12/11/20 4.000 % 12/01/30 12/01/30 10 -Year Treasury
+Added: 22,500 22,500 100,000 2,222 2,222 03/18/21 4.000 % 06/01/26 06/01/26 5 -Year Treasury
+Added: 7,500 — 100,000 740 — 03/04/22 5.000 % 06/01/27 06/01/27 5 -Year Treasury
+Added: Total preferred
+Added: stock 1,435,000 1,833,500 9,706 9,954
(1) Represented by depositary shares, except for Series A.
−Removed: (2) Series C Preferred Stock was redeemed on June 1, 2021.
−Removed: (3) The dividend rate for Series G resets on each five-year anniversary from the first reset date.
−Removed: The dividend rate for Series H resets on each 10-year anniversary from the first reset date.
−Removed: (4) The Series I dividend rate resets on each five-year anniversary beginning on June 1, 2026 based on a five-year treasury rate, representing the average of the yields on actively traded U.S.
+Added: (2) Series A and Series E were redeemed on November 1, 2022 and December 1, 2022, respectively.
+Added: (3) The dividend rate for Series G and Series I resets on each five-year anniversary from the first reset date.
+Added: (4) The dividend rate for Series H resets on each ten-year anniversary from the first reset date.
+Added: (5) The dividend rate for Series K resets on each five-year anniversary beginning on June 1, 2027 based on a five-year Treasury rate, representing the average of the yields on actively traded U.S.
Treasury securities adjusted to constant maturity for five-year maturities.
−Removed: Series I is only redeemable on dividend payment dates on or after the first reset date.
+Added: Series K is only redeemable on dividend payment dates on or after the first reset date.
N/A Not applicable.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Dividends declared on the Company’s preferred stock are as follows:
3 unchanged sentences
(in millions) Per Share
−Removed: Series A $ 28.0 $ 70.00 $ 28.0 $ 70.00 $ 28.0 $ 70.00
$ 19.1 $ 47.73 $ 28.0 $ 70.00 $ 28.0 $ 70.00
+Added: N/A N/A 18.0 30.00 36.0 60.00
Series D 44.6 59.52 44.6 59.52 44.6 59.52
−Removed: Series E 27.8 4,625.00 27.8 4,625.00 27.8 4,625.00
+Added: 37.0 6,161.42 27.8 4,625.00 27.8 4,625.00
Series F 25.0 5,000.00 25.0 5,000.00 25.0 5,000.00
+Added: 134.4 5,375.00 134.4 5,375.00 78.8 3,150.35
100.0 4,000.00 97.2 3,888.89 N/A N/A
−Removed: 97.2 3,888.89 N/A N/A N/A N/A
−Removed: 63.2 2,811.11 N/A N/A N/A N/A
+Added: 90.0 4,000.00 63.2 2,811.11 N/A N/A
+Added: 26.7 44.52 17.9 29.80 N/A N/A
27.8 3,708.33 N/A N/A N/A N/A
Total $ 504.6 $ 456.1 $ 240.2
−Removed: (1) Series C Preferred Stock was redeemed on June 1, 2021.
+Added: (1) Series A was redeemed on November 1, 2022.
+Added: Prior to redemption, dividends were paid semi-annually until February 1, 2022 and quarterly thereafter.
+Added: The final dividend was paid on November 1, 2022.
+Added: (2) Series C was redeemed on June 1, 2021.
Prior to redemption, dividends were paid quarterly and the final dividend was paid on June 1, 2021.
−Removed: (2) Series G Preferred Stock was issued on April 30, 2020.
+Added: (3) Series E was redeemed on December 1, 2022.
+Added: Prior to redemption, dividends were paid semi-annually until March 1, 2022 and quarterly thereafter.
+Added: The final dividend was paid on December 1, 2022.
+Added: (4) Series G was issued on April 30, 2020.
Dividends are paid quarterly, and the first dividend was paid on September 1, 2020.
−Removed: (3) Series H Preferred Stock was issued on December 11, 2020.
+Added: (5) Series H was issued on December 11, 2020.
Dividends are paid quarterly, and the first dividend was paid on March 1, 2021.
−Removed: (4) Series I Preferred Stock was issued on March 18, 2021.
+Added: (6) Series I was issued on March 18, 2021.
Dividends are paid quarterly, and the first dividend was paid on June 1, 2021.
−Removed: (5) Series J Preferred Stock was issued on March 30, 2021.
+Added: (7) Series J was issued on March 30, 2021.
Dividends are paid quarterly, and the first dividend was paid on June 1, 2021.
+Added: (8) Series K was issued on March 4, 2022.
+Added: Dividends are paid quarterly, and the first dividend was paid on June 1, 2022.
N/A Not applicable.
1 unchanged sentence
Under the terms of each series of preferred stock, CSC’s ability to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any preferred stock ranking on parity with or junior to the series of preferred stock, is subject to restrictions in the event that CSC does not declare and either pay or set aside a sum sufficient for payment of dividends on the series of preferred stock for the immediately preceding dividend period.
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
−Removed: Dividends on fixed-rate preferred stock, as well as Series G, H, and I, are payable quarterly.
+Added: Dividends on fixed-rate and fixed-rate reset preferred stock are payable quarterly.
Dividends on fixed-to-floating-rate preferred stock are payable semi-annually while at a fixed rate and will become payable quarterly after converting to a floating rate.
−Removed: The Series A preferred stock dividend converted to a floating rate on February 1, 2022 and is now payable quarterly.
Redemption Rights
3 unchanged sentences
Any redemption of CSC’s preferred stock is subject to approval from the Federal Reserve.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Accumulated Other Comprehensive Income
6 unchanged sentences
Other reclassifications included in other revenue, net of tax expense (benefit) of $( 1 )
−Removed: Held to maturity securities:
−Removed: Amortization of amounts previously recorded upon transfer to held to maturity from available for sale, net of tax expense (benefit) of $ 9
Other, net of tax expense (benefit) of $ 2
1 unchanged sentence
Available for sale securities:
−Removed: Net unrealized gain (loss) excluding transfers to available for sale from held to maturity, net of tax expense (benefit) of $ 1,322
−Removed: Net unrealized gain on securities transferred to available for sale from held to maturity, net of tax expense (benefit) of $ 336 (2)
+Added: Net unrealized gain (loss), net of tax expense (benefit) of $( 2,029 )
Other reclassifications included in other revenue, net of tax expense (benefit) of $( 1 )
2 unchanged sentences
Available for sale securities:
−Removed: Net unrealized gain (loss), net of tax expense (benefit) of $( 2,029 )
+Added: Net unrealized gain (loss), excluding transfers to held to maturity, net of tax expense (benefit) of $( 6,994 )
+Added: Net unrealized loss on securities transferred to held to maturity, net of tax benefit of $ 4,377
Other reclassifications included in other revenue, net of tax expense (benefit) of $ 2
+Added: Held to maturity securities:
+Added: Net unrealized loss on securities transferred from available for sale, net of tax benefit of $ 4,377
+Added: Amortization of amounts previously recorded upon transfer from available for sale, net of tax expense
+Added: (benefit) of $ 165
Other, net of tax expense (benefit) of $ 15
Balance at December 31, 2022 $ ( 22,621 )
−Removed: (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 the adoption of ASU 2017-12.
−Removed: The transfer resulted in a net of tax increase to AOCI of $ 19 million.
−Removed: See Note 6 for additional discussion on the 2019 transfer of HTM securities to AFS.
−Removed: (2) On January 1, 2020, the Company transferred all of its investment securities designated as HTM to the AFS category.
+Added: In October 2019, the Federal Reserve, the Office of the Comptroller of the Currency, and the FDIC jointly adopted a final rule which became effective on December 31, 2019, that revised the regulatory capital and liquidity requirements for large U.S.
+Added: banking organizations with $100 billion or more in total consolidated assets.
+Added: With total consolidated assets of $ 294.0 billion at December 31, 2019, CSC was designated as a Category III firm pursuant to the framework established by the final rules.
+Added: Accordingly, the Company opted to exclude AOCI from its regulatory capital as permitted by the regulatory capital and liquidity rule beginning January 1, 2020.
+Added: In accordance with ASC 320 Investment – Debt Securities 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.
+Added: 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.
The transfer resulted in a net of tax increase to AOCI of $ 1.1 billion.
−Removed: See Note 6 for additional discussion on the 2020 transfer of HTM securities to AFS.
+Added: In January and November 2022, the Company transferred a portion of its AFS securities to the HTM category.
+Added: See Note 6 for additional discussion on the transfers of AFS securities to HTM.
THE CHARLES SCHWAB CORPORATION
2 unchanged sentences
Employee Incentive, Retirement, Deferred Compensation, and Career Achievement Plans
−Removed: Schwab’s share-based incentive plans provide for granting options and restricted stock units to employees and directors.
+Added: Schwab’s share-based incentive plans provide for granting options and restricted stock units to employees and non-employee directors.
In addition, we offer retirement and employee stock purchase plans to eligible employees and sponsor deferred compensation plans for eligible officers and non-employee directors.
9 unchanged sentences
The Company issues shares for stock options and restricted stock units from treasury stock.
+Added: On May 17, 2022, stockholders approved the 2022 Stock Incentive Plan which, among other things, increased the number of shares of common stock available for issuance to 113 million, plus up to 150 million shares from outstanding awards from predecessor stock incentive plans that expire, are forfeited or cancelled, or that are reacquired by the Company after May 17, 2022.
At December 31, 2022, the Company was authorized to grant up to 114 million common shares under its existing stock incentive plans.
Additionally, at December 31, 2022, the Company had 28 million shares reserved for future issuance under its employee stock purchase plan.
−Removed: As of December 31, 2021, there was $ 297 million of total unrecognized compensation cost related to outstanding stock options and restricted stock units, which is expected to be recognized through 2025 with a remaining weighted-average service period of 0.7 years for stock options, 1.9 years for restricted stock units, and 0.5 years for performance-based stock units.
+Added: As of December 31, 2022, there was $ 332 million of total unrecognized compensation cost related to outstanding stock options and restricted stock units, which is expected to be recognized through 2026 with a remaining weighted-average service period of 0.6 years for stock options, 1.8 years for restricted stock units without performance conditions, and 0.4 years for performance-based restricted stock units.
Acquisition of TD Ameritrade:
44 unchanged sentences
Restricted Stock Units
−Removed: Restricted stock units are awards that entitle the holder to receive shares of CSC’s common stock following a vesting period.
−Removed: Restricted stock units are restricted from transfer or sale and generally vest annually over a one - to four-year period, while performance-based restricted stock units also require the Company to achieve certain financial or other measures prior to vesting.
+Added: Restricted stock units are awards that entitle the holder to receive shares of CSC’s common stock following a vesting period and are restricted from transfer or sale until vested.
+Added: Restricted stock units without performance conditions generally vest annually over a one - to four-year period, while performance-based restricted stock units generally cliff vest over a three-year period and also require the Company to achieve certain financial or other measures prior to vesting.
The fair value of restricted stock units is based on the market price of the Company’s stock on the date of grant.
−Removed: The grant date fair value is amortized to compensation expense on a straight-line basis over the requisite service period.
The fair value of the restricted stock units that vested during each of the years 2022, 2021, and 2020 was $ 282 million, $ 317 million, and $ 175 million, respectively.
3 unchanged sentences
The Company’s restricted stock units activity is summarized below:
+Added: Restricted Stock Units Without Performance Conditions
+Added: (in millions) Performance-Based Restricted Stock Units
+Added: (in millions) Total Number
+Added: of Restricted Stock Units
(in millions) Weighted- Average Grant Date Fair Value
1 unchanged sentence
Granted 3 2 5 72.96
−Removed: Vested ( 4 ) 41.25
+Added: ( 3 ) — ( 3 ) 46.43
Forfeited (1)
Outstanding at December 31, 2022 7 4 11 $ 62.12
+Added: (1) Number of units was less than 500 thousand.
Retirement and Deferred Compensation Plans
16 unchanged sentences
Benefit cost (1)
−Removed: Actuarial loss/(gain) (2)
+Added: Actuarial (gain)/loss (2)
Projected benefit obligation at end of year (3)
(1) Includes service cost and interest cost, which are recognized in compensation and benefits expense and other expense, respectively, in the consolidated statements of income.
−Removed: (2) Actuarial loss/(gain) is reflected in the consolidated statements of comprehensive income and is included in AOCI on the consolidated balance sheets.
+Added: (2) Actuarial gain/loss is reflected in the consolidated statements of comprehensive income and is included in AOCI on the consolidated balance sheets and amortized over the participants’ expected remaining service period.
(3) This amount is recognized as a liability in accrued expenses and other liabilities on the consolidated balance sheets.
19 unchanged sentences
Reserves and allowances 69 74
−Removed: Debt fair value remeasurement 47 67
−Removed: State and local taxes 40 37
Net operating loss carryforwards 9 8
4 unchanged sentences
Amortization of acquired intangible assets ( 1,837 ) ( 1,888 )
−Removed: Net unrealized gain on available for sale securities — ( 1,686 )
Operating lease ROU assets ( 224 ) ( 210 )
Capitalized internal-use software development costs ( 187 ) ( 142 )
+Added: Equipment, office facilities, and property ( 151 ) ( 91 )
Other ( 137 ) ( 121 )
2 unchanged sentences
$ 5,370 $ ( 1,482 )
−Removed: (1) Amounts are included in accrued expenses and other liabilities on the consolidated balance sheets at December 31, 2021 and 2020.
+Added: (1) Amounts are included in other assets on the consolidated balance sheet at December 31, 2022 and in accrued expenses and other liabilities on the consolidated balance sheet at December 31, 2021.
A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
13 unchanged sentences
Additions for tax positions related to prior years 12 15
−Removed: Additions for current year acquisitions — 200
Reductions for tax positions related to prior years ( 59 ) ( 15 )
11 unchanged sentences
CSB, CSC’s primary depository institution subsidiary, is a Texas-chartered state savings bank and is a member of the Federal Reserve system.
−Removed: CSB is subject to examination, supervision, and regulation by the Federal Reserve, the TDSML, the FDIC as its deposit insurer, and the CFPB.
+Added: CSB is subject to examination, supervision, and regulation by the Federal Reserve, the TDSML, the CFPB, and the FDIC as its deposit insurer.
CSC is required to serve as a source of strength for CSB.
CSB is subject to various requirements and restrictions under federal and state laws, including regulatory capital requirements and requirements that restrict and govern the terms of affiliate transactions, such as extensions of credit to, or asset purchases from CSC or its other subsidiaries by CSB.
−Removed: In addition, CSB is required to provide notice to and may be required to obtain approval of the Federal Reserve and the TDSML to declare dividends to CSC.
−Removed: The federal banking agencies have broad powers to enforce these regulations, including the power to terminate deposit insurance, impose substantial fines and other civil and criminal penalties, and appoint a conservator or receiver.
+Added: In addition, our banking subsidiaries are required to provide notice to, and are required to obtain approval from, the Federal Reserve and the banking subsidiaries’ state regulators in order to declare and pay dividends to CSC in excess of the amount of recent net income and retained earnings.
+Added: The federal banking agencies have broad powers to enforce regulations, including the power to terminate deposit insurance, impose substantial fines and other civil and criminal penalties, and appoint a conservator or receiver.
Under the prompt corrective action provisions of the Federal Deposit Insurance Act, CSB could be subject to restrictive actions if it were to fall within one of the lowest three of five capital categories.
31 unchanged sentences
28,014 7.0 % N/A 12,016 3.0 %
−Removed: (1) 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.
−Removed: The capital conservation buffer and countercyclical buffer were 2.5% and zero percent, respectively, for both periods presented.
−Removed: 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.
−Removed: At December 31, 2021, the minimum capital requirement plus capital conservation buffer and countercyclical capital buffer for Common Equity Tier 1 Risk-Based Capital, Tier 1 Risk-Based Capital, and Total Risk-Based Capital ratios were 7.0%, 8.5%, and 10.5%, respectively.
+Added: (1) Under risk-based capital rules, CSC and CSB are also required to maintain additional capital buffers above the regulatory minimum risk-based capital ratios.
+Added: As of December 31, 2022, CSC was subject to a stress capital buffer of 2.5%.
+Added: In June 2022, CSC received its 2022 stress capital buffer requirement from the Federal Reserve of 2.5%, which became effective beginning October 1, 2022.
+Added: In addition, CSB is required to maintain a capital conservation buffer of 2.5%.
+Added: CSC and CSB are also required to maintain a countercyclical capital buffer above the regulatory minimum risk-based capital ratios, which was zero for both periods presented.
+Added: If a buffer falls below the minimum requirement, CSC and CSB would be subject to increasingly strict limits on capital distributions and discretionary bonus payments to executive officers.
+Added: At December 31, 2022, the minimum capital ratio requirements for both CSC and CSB, inclusive of their respective buffers, were 7.0%, 8.5%, and 10.5% for Common Equity Tier 1 Risk-Based Capital, Tier 1 Risk-Based Capital, and Total Risk-Based Capital, respectively.
N/A Not applicable.
−Removed: Based on its regulatory capital ratios at December 31, 2021, CSB is considered well capitalized (the highest category) under its respective regulatory capital rules.
+Added: Based on its regulatory capital ratios at December 31, 2022 and 2021, CSB is considered well capitalized (the highest category) under its respective regulatory capital rules.
There are no conditions or events since December 31, 2022 that management believes have changed CSB’s capital category.
CSC’s other banking subsidiaries are Charles Schwab Premier Bank, SSB (CSPB) and Charles Schwab Trust Bank (Trust Bank).
−Removed: CSPB is Texas-chartered state savings bank that provides banking and custody services, and Trust Bank is a Nevada-state chartered savings bank that provides trust and custody services.
+Added: CSPB is a Texas-chartered state savings bank that provides banking and custody services, and Trust Bank is a Nevada-state chartered savings bank that provides trust and custody services.
At December 31, 2022 and 2021, the balance sheets of CSPB and Trust Bank primarily consisted of investment securities.
1 unchanged sentence
Based on their regulatory capital ratios at December 31, 2022 and 2021, CSPB and Trust Bank are considered well capitalized under their respective regulatory capital rules.
−Removed: As securities broker-dealers, CS&Co, TDAC, and TD Ameritrade, Inc.
−Removed: are subject to the SEC’s Uniform Net Capital Rule.
−Removed: CS&Co and TDAC each compute net capital under the alternative method permitted by the Uniform Net Capital Rule, which requires the maintenance of minimum net capital, as defined, of the greater of 2% of aggregate debit balances arising from client transactions or a minimum dollar requirement, which is based on the type of business conducted by the broker-dealer.
−Removed: TD Ameritrade, Inc.
−Removed: is required to maintain minimum net capital of the greater of 2% of aggregate debit balances arising from client transactions or a minimum dollar requirement.
−Removed: Under the alternative method, a broker-dealer may not repay
THE CHARLES SCHWAB CORPORATION
1 unchanged sentence
(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
−Removed: subordinated borrowings, pay cash dividends, or make any unsecured advances or loans if such payment would result in a net capital amount of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement.
+Added: As securities broker-dealers, CS&Co, TDAC, and TD Ameritrade, Inc.
+Added: are subject to the SEC’s Uniform Net Capital Rule.
+Added: CS&Co, TDAC, and TD Ameritrade, Inc.
+Added: each compute net capital under the alternative method permitted by the Uniform Net Capital Rule, which requires the maintenance of minimum net capital, as defined, of the greater of 2% of aggregate debit balances arising from client transactions or a minimum dollar requirement, which is based on the type of business conducted by the broker-dealer.
+Added: Under the alternative method, a broker-dealer may not repay subordinated borrowings, pay cash dividends, or make any unsecured advances or loans if such payment would result in a net capital amount of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement.
Net capital and net capital requirements for CS&Co, TDAC, and TD Ameritrade, Inc., are as follows:
19 unchanged sentences
Amounts included in cash and investments segregated and on deposit for regulatory purposes represent actual balances on deposit, whereas cash and investments required to be segregated and on deposit for regulatory purposes at December 31, 2022 for CS&Co totaled $ 22.7 billion and for TDAC totaled $ 19.9 billion.
−Removed: As of January 4, 2022, CS&Co had deposited $ 1.5 billion of cash and qualified securities into its segregated reserve accounts.
−Removed: As of January 3, 2022, TDAC had deposited $ 406 million of cash and qualified securities from its segregated reserve accounts.
+Added: As of January 4, 2023, CS&Co had deposited $ 986 million of cash and qualified securities into its segregated reserve accounts.
+Added: As of January 3, 2023, TDAC had deposited $ 72 million of cash and qualified securities into its segregated reserve accounts.
Cash and investments required to be segregated and on deposit for regulatory purposes at December 31, 2021 for CS&Co totaled $ 38.4 billion and for TDAC totaled $ 15.9 billion.
32 unchanged sentences
Amortization of acquired intangible assets $ 479 $ 499 $ 149 $ 117 $ 116 $ 41 $ 596 $ 615 $ 190
−Removed: THE CHARLES SCHWAB CORPORATION
−Removed: Notes to Consolidated Financial Statements
−Removed: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
Earnings Per Common Share
7 unchanged sentences
The if-converted method assumes conversion of all nonvoting common stock to common stock.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Notes to Consolidated Financial Statements
+Added: (Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)
EPS under the basic and diluted computations for both common stock and nonvoting common stock are as follows:
Year Ended December 31, 2022 2021 2020
−Removed: Common Stock Nonvoting Common Stock (1)
−Removed: Common Stock Nonvoting Common Stock (1)
−Removed: Common Stock Nonvoting Common Stock (1)
+Added: Common Stock Nonvoting Common Stock Common Stock Nonvoting Common Stock Common Stock Nonvoting Common Stock
Basic earnings per share:
−Removed: Net income $ 5,610 $ 245 $ 3,255 $ 44 $ 3,704 N/A
+Added: Net income $ 6,926 $ 257 $ 5,610 $ 245 $ 3,255 $ 44
Preferred stock dividends and other (1)
−Removed: ( 474 ) ( 21 ) ( 253 ) ( 3 ) ( 178 ) N/A
−Removed: Net income available to common stockholders $ 5,136 $ 224 $ 3,002 $ 41 $ 3,526 N/A
−Removed: Weighted-average common shares outstanding —
−Removed: basic 1,808 79 1,410 19 1,311 N/A
−Removed: Basic earnings per share $ 2.84 $ 2.84 $ 2.13 $ 2.13 $ 2.69 N/A
+Added: ( 528 ) ( 20 ) ( 474 ) ( 21 ) ( 253 ) ( 3 )
+Added: Net income available to common stockholders $ 6,398 $ 237 $ 5,136 $ 224 $ 3,002 $ 41
+Added: Weighted-average common shares outstanding — basic 1,818 67 1,808 79 1,410 19
+Added: Basic earnings per share $ 3.52 $ 3.52 $ 2.84 $ 2.84 $ 2.13 $ 2.13
Diluted earnings per share:
−Removed: Net income available to common stockholders $ 5,136 $ 224 $ 3,002 $ 41 $ 3,526 N/A
−Removed: Reallocation of net income available to
−Removed: common stockholders as a result of conversion of
−Removed: nonvoting to voting shares 224 — 41 — N/A N/A
+Added: Net income available to common stockholders $ 6,398 $ 237 $ 5,136 $ 224 $ 3,002 $ 41
+Added: Reallocation of net income available to common
+Added: stockholders as a result of conversion of nonvoting to
+Added: voting shares 237 — 224 — 41 —
Allocation of net income available to common
stockholders:
−Removed: $ 5,360 $ 224 $ 3,043 $ 41 $ 3,526 N/A
−Removed: Weighted-average common shares outstanding —
−Removed: basic 1,808 79 1,410 19 1,311 N/A
−Removed: Conversion of nonvoting shares to voting shares 79 — 19 — N/A N/A
−Removed: Common stock equivalent shares related to
−Removed: stock incentive plans 10 — 6 — 9 N/A
+Added: $ 6,635 $ 237 $ 5,360 $ 224 $ 3,043 $ 41
+Added: Weighted-average common shares outstanding — basic 1,818 67 1,808 79 1,410 19
+Added: Conversion of nonvoting shares to voting shares 67 — 79 — 19 —
+Added: Common stock equivalent shares related to stock incentive
+Added: plans 9 — 10 — 6 —
Weighted-average common shares outstanding —
−Removed: 1,897 79 1,435 19 1,320 N/A
−Removed: Diluted earnings per share $ 2.83 $ 2.83 $ 2.12 $ 2.12 $ 2.67 N/A
−Removed: (1) Nonvoting common stock was issued in conjunction with the October 6, 2020 acquisition of TD Ameritrade.
−Removed: As such, nonvoting common stock is not applicable for the basic and diluted EPS computations in 2019.
+Added: 1,894 67 1,897 79 1,435 19
+Added: Diluted earnings per share $ 3.50 $ 3.50 $ 2.83 $ 2.83 $ 2.12 $ 2.12
(1) Includes preferred stock dividends and undistributed earnings and dividends allocated to non-vested restricted stock units.
(2) Antidilutive stock options and restricted stock units excluded from the calculation of diluted EPS totaled 15 million, 16 million, and 22 million in 2022, 2021, and 2020, respectively.
−Removed: N/A Not applicable.
THE CHARLES SCHWAB CORPORATION
10 unchanged sentences
Expenses Excluding Interest:
+Added: Compensation and benefits ( 73 ) ( 87 ) ( 62 )
+Added: Regulatory fees and assessments ( 21 ) ( 20 ) ( 14 )
Professional services ( 16 ) ( 17 ) ( 68 )
45 unchanged sentences
Increase in investments in subsidiaries ( 2,139 ) ( 10,926 ) ( 2,172 )
−Removed: Repayments (advances) of subordinated loan to CS&Co — — 185
Purchases of available for sale securities ( 5,699 ) ( 8,002 ) ( 5,397 )
1 unchanged sentence
Principal payments on available for sale securities 5,803 8,754 2,395
+Added: Other investing activities ( 25 ) — —
Net cash provided by (used for) investing activities ( 1,725 ) ( 9,961 ) ( 5,126 )
4 unchanged sentences
Repayments of commercial paper ( 4,656 ) ( 5,250 ) ( 1,234 )
−Removed: Repurchases of common stock — — ( 2,220 )
+Added: Repurchases of common stock and nonvoting common stock ( 3,395 ) — —
Net proceeds from preferred stock offerings 740 2,806 4,940
10 unchanged sentences
Exchange of TDA Holding-issued senior notes for CSC-issued senior notes $ — $ 1,987 $ —
+Added: Common stock repurchased during the period but settled after period end $ 40 $ — $ —
THE CHARLES SCHWAB CORPORATION
24 unchanged sentences
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: THE CHARLES SCHWAB CORPORATION
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Critical Audit Matters
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: THE CHARLES SCHWAB CORPORATION
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
15 unchanged sentences
/s/ DELOITTE & TOUCHE LLP
−Removed: Dallas, Texas
February 24, 2023
13 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.