UNITED STATES

SECURITIES  AND  EXCHANGE  COMMISSION

Washington, D.C.  20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 1-9700

THE  CHARLES  SCHWAB  CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-3025021
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3000 Schwab Way, Westlake, TX  76262

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:  (817) 859-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock – $.01 par value per share	SCHW	New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D	SCHW PrD	New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J	SCHW PrJ	New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒   No ☐

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

Large accelerated filer ☒                        Accelerated filer ☐

Non-accelerated filer ☐                        Smaller reporting company ☐         

Emerging growth company ☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

1,815,845,677 shares of $.01 par value Common Stock and 50,893,695 shares of $.01 par value Nonvoting Common Stock outstanding on October 31, 2022

THE CHARLES SCHWAB CORPORATION

Quarterly Report on Form 10-Q

For the Quarter Ended September 30, 2022

 Index

Part I - Financial Information
	Item 1.	Condensed Consolidated Financial Statements (Unaudited):
		Statements of Income	25
		Statements of Comprehensive Income	26
		Balance Sheets	27
		Statements of Stockholders’ Equity	28-29
		Statements of Cash Flows	30-31
		Notes	32-61
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1-23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
	Item 4.	Controls and Procedures	62
Part II - Other Information
	Item 1.	Legal Proceedings	62
	Item 1A.	Risk Factors	62
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
	Item 3.	Defaults Upon Senior Securities	63
	Item 4.	Mine Safety Disclosures	63
	Item 5.	Other Information	63
	Item 6.	Exhibits	64
Signature			65

Part I – FINANCIAL INFORMATION

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

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

INTRODUCTION

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

Principal business subsidiaries of CSC include the following:

•Charles Schwab & Co., Inc. (CS&Co), incorporated in 1971, a securities broker-dealer;

•TD Ameritrade, Inc., an introducing securities broker-dealer;

•TD Ameritrade Clearing, Inc. (TDAC), a securities broker-dealer that provides trade execution and clearing services to TD Ameritrade, Inc.;

•Charles Schwab Bank, SSB (CSB), our principal banking entity; and

•Charles Schwab Investment Management, Inc. (CSIM), the investment advisor for Schwab’s proprietary mutual funds (Schwab Funds®) and for Schwab’s exchange-traded funds (Schwab ETFs™).

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

Schwab provides financial services to individuals and institutional clients through two segments – Investor Services and Advisor Services. The Investor Services segment provides retail brokerage, investment advisory, and banking and trust services to individual investors, and retirement plan services, as well as other corporate brokerage services, to businesses and their employees. The Advisor Services segment provides custodial, trading, banking and trust, and support services, as well as retirement business services, to independent registered investment advisors (RIAs), independent retirement advisors, and recordkeepers.

Schwab was founded on the belief that all Americans deserve access to a better investing experience. Although much has changed in the intervening years, our purpose remains clear – to champion every client’s goals with passion and integrity. Guided by this purpose and our vision of creating the most trusted leader in investment services, management has adopted a strategy described as “Through Clients’ Eyes.”

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

Management estimates that investable wealth in the United States (U.S.) (consisting of assets in defined contribution, retail wealth management and brokerage, and registered investment advisor channels, along with bank deposits) currently exceeds $60 trillion, which means the Company’s $6.64 trillion in client assets leaves substantial opportunity for growth. Our strategy is based on the principle that developing trusted relationships will translate into more assets from both new and existing clients, ultimately driving more revenue, and along with expense discipline and thoughtful capital management, will generate earnings growth and build long-term stockholder value.

This Management’s Discussion and Analysis should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (2021 Form 10-K).

On our website, https://www.aboutschwab.com, we post the following filings after they are electronically filed with or furnished to the Securities and Exchange Commission (SEC or Commission): annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a)

- 1 -

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

or 15(d) of the Securities Exchange Act of 1934. In addition, the website also includes the Dodd-Frank stress test results, our regulatory capital disclosures based on Basel III, and our average liquidity coverage ratio (LCR). The SEC maintains a website at https://www.sec.gov that contains reports, proxy statements, and other information that we file electronically with them.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “estimate,” “appear,” “could,” “would,” “expand,” “aim,” “maintain,” “continue,” “seek,” and other similar expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect management’s beliefs, objectives, and expectations as of the date hereof, are estimates based on the best judgment of Schwab’s senior management. These statements relate to, among other things:

•Maximizing our market valuation and stockholder returns over time; our belief that developing trusted relationships will translate into more client assets which drives revenue and, along with expense discipline and thoughtful capital management, generates earnings growth and builds stockholder value (see Introduction in Part I – Item 2);

•Investments to support growth in our client base (see Overview);

•Tier 1 Leverage Ratio operating objective (see Overview and Capital Management);

•Expected timing for the TD Ameritrade client conversions; cost estimates and timing related to the TD Ameritrade integration, including acquisition and integration-related costs and capital expenditures, cost synergies, and exit and other related costs (see Overview and Exit and Other Related Liabilities in Part I – Item 1 – Financial Information – Notes to Condensed Consolidated Financial Statements (Item 1) – Note 10);

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

•     Rates paid on client-related liabilities; net interest revenue (see Results of Operations);

•Capital expenditures (see Results of Operations);

•The phase-out of the use of LIBOR (see Risk Management);

•Sources and uses of liquidity and capital (see Liquidity Risk and Capital Management);

•Capital management; the migration of Insured Deposit Account (IDA) agreement balances to our balance sheet (see Capital Management and Commitments and Contingencies in Item 1 – Note 9);

•The expected impact of new accounting standards not yet adopted (see New Accounting Standards in Item 1 – Note 2);

•The likelihood of indemnification and guarantee payment obligations and clients failing to fulfill contractual obligations (see Commitments and Contingencies in Item 1 – Note 9); and

•The impact of legal proceedings and regulatory matters (see Commitments and Contingencies in Item 1 – Note 9 and Legal Proceedings in Part II – Item 1).

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

Important factors that may cause actual results to differ include, but are not limited to:

•General market conditions, including equity valuations and the level of interest rates;

•The level and mix of client trading activity;

•Our ability to attract and retain clients, develop trusted relationships, and grow client assets;

•Client use of our advisory and lending solutions and other products and services;

•The level of client assets, including cash balances;

•Competitive pressure on pricing, including deposit rates;

•Client sensitivity to rates;

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

•Capital and liquidity needs and management;

•Our ability to manage expenses;

•Our ability to attract and retain talent;

- 2 -

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

•Our ability to develop and launch new and enhanced products, services, and capabilities, as well as enhance our infrastructure, in a timely and successful manner;

•Our ability to monetize client assets;

•Our ability to support client activity levels;

•The risk that expected cost synergies and other benefits from the TD Ameritrade acquisition may not be fully realized or may take longer to realize than expected and that integration-related expenses may be higher than expected;

•Increased compensation and other costs due to inflationary pressures;

•The timing and scope of integration-related and other technology projects;

•Real estate and workforce decisions;

•Client cash allocations;

•Migrations of bank deposit account balances (BDA balances);

•Balance sheet positioning relative to changes in interest rates;

•Interest earning asset mix and growth;

•Prepayment levels for mortgage-backed securities;

•LIBOR trends;

•Adverse developments in litigation or regulatory matters and any related charges; and

•Potential breaches of contractual terms for which we have indemnification and guarantee obligations.

Certain of these factors, as well as general risk factors affecting the Company, are discussed in greater detail in Part I – Item 1A – Risk Factors in the 2021 Form 10-K.

- 3 -

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

OVERVIEW

Management focuses on several client activity and financial metrics in evaluating Schwab’s financial position and operating performance. Results for the third quarter and first nine months of 2022 and 2021 are as follows:

	Three Months Ended September 30,						Percent Change		Nine Months Ended September 30,						Percent Change
	2022			2021					2022			2021
Client Metrics
Net new client assets (in billions) (1)	$	114.6		$	139.0		(18)	%	$	278.5		$	381.6		(27)	%
Core net new client assets (in billions)	$	114.6		$	139.0		(18)	%	$	299.3		$	396.0		(24)	%
Client assets (in billions, at quarter end)	$	6,644.2		$	7,614.0		(13)	%
Average client assets (in billions)	$	7,125.9		$	7,699.7		(7)	%	$	7,385.0		$	7,336.9		1	%
New brokerage accounts (in thousands)	897			1,178			(24)	%	3,113			5,988			(48)	%
Active brokerage accounts (in thousands, at quarter end)	33,875			32,675			4	%
Assets receiving ongoing advisory services (in billions,   at quarter end)	$	3,417.5		$	3,783.3		(10)	%
Client cash as a percentage of client assets (at quarter end)	12.9		%	10.8		%
Company Financial Information and Metrics
Total net revenues	$	5,500		$	4,570		20	%	$	15,265		$	13,812		11	%
Total expenses excluding interest	2,823			2,559			10	%	8,475			8,122			4	%
Income before taxes on income	2,677			2,011			33	%	6,790			5,690			19	%
Taxes on income	657			485			35	%	1,575			1,415			11	%
Net income	2,020			1,526			32	%	5,215			4,275			22	%
Preferred stock dividends and other	136			120			13	%	401			364			10	%
Net income available to common stockholders	$	1,884		$	1,406		34	%	$	4,814		$	3,911		23	%
Earnings per common share — diluted	$	.99		$	.74		34	%	$	2.53		$	2.06		23	%
Net revenue growth from prior year	20		%	87		%			11		%	84		%
Pre-tax profit margin	48.7		%	44.0		%			44.5		%	41.2		%
Return on average common stockholders’ equity (annualized)	25		%	12		%			18		%	11		%
Expenses excluding interest as a percentage of average client   assets (annualized)	0.16		%	0.13		%			0.15		%	0.15		%
Consolidated Tier 1 Leverage Ratio (at quarter end)	6.8		%	6.3		%
Non-GAAP Financial Measures (2)
Adjusted total expenses (3)	$	2,570		$	2,302				$	7,724		$	7,294
Adjusted diluted EPS	$	1.10		$	.84				$	2.83		$	2.39
Return on tangible common equity	74		%	23		%			42		%	21		%

(1) The first nine months of 2022 include an outflow of $20.8 billion from a mutual fund clearing services client. The first nine months of 2021 includes an outflow of $14.4 billion from a mutual fund clearing services client.

(2) See Non-GAAP Financial Measures for further details and a reconciliation of such measures to GAAP reported results.

(3) Adjusted total expenses is a non-GAAP financial measure adjusting total expenses excluding interest. See Non-GAAP Financial Measures.

During the first nine months of 2022, our clients faced a challenging macroeconomic environment that included rising inflation, the Federal Reserve’s corresponding aggressive monetary tightening policy, Russia’s continued war in Ukraine, and increasing challenges across other global economies. Equity markets declined substantially throughout the first nine months of 2022, with the S&P 500 extending year-to-date losses to 25% through September 30.

Against this backdrop, clients’ daily average trades (DATs) in the third quarter remained consistent with the prior year quarter at 5.5 million, while declining 8% to 6.1 million on a year-to-date basis as investor sentiment softened, particularly compared with the extraordinary client trading levels seen in early 2021. New brokerage accounts were also down from the prior year, as clients opened 897 thousand and 3.1 million new brokerage accounts in the third quarter and first nine months of 2022, respectively. Active brokerage accounts were 33.9 million at September 30, 2022, increasing 4% year-over-year. Core net new assets were $114.6 billion in the third quarter and brought the year-to-date 2022 total to $299.3 billion. We ended the third quarter of 2022 with total client assets of $6.64 trillion, down 13% from September 30, 2021, and down 18% from year-end 2021, as declines in market valuations of approximately $1.4 trillion over the past 12 months outweighed our continued asset gathering.

- 4 -

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

Schwab’s financial results in the third quarter and first nine months of 2022 reflected the strength of our business and significant benefits from higher market interest rates. Net income totaled $2.0 billion and $5.2 billion in the third quarter and first nine months of 2022, respectively, increasing 32% and 22% from the comparable periods in 2021. Diluted earnings per common share (EPS) was $.99 and $2.53 in the third quarter and first nine months of 2022, respectively, rising 34% and 23% from the same periods in the prior year. Adjusted diluted EPS (1), which excludes acquisition and integration-related costs, amortization of acquired intangible assets, and related income tax effects, was $1.10 and $2.83 in the third quarter and first nine months of 2022, respectively, up 31% and 18% from the comparable periods in 2021.

Total net revenues were $5.5 billion and $15.3 billion in the third quarter and first nine months of 2022, respectively, rising 20% and 11% from the comparable periods in 2021. Net interest revenue increased to $2.9 billion and $7.7 billion for the third quarter and first nine months of 2022, representing growth of 44% and 30% over the prior year periods primarily as a result of significantly higher market rates. Asset management and administration fees of $1.0 billion and $3.2 billion in the third quarter and first nine months of 2022, respectively, were down 5% from the third quarter of 2021 and largely flat with the first nine months of 2021, as significant declines in equity market valuations offset the benefit of lower money market fund fee waivers.

Trading revenue totaled $930 million and $2.8 billion in the third quarter and first nine months of 2022, respectively, down 4% and 11% from the same periods in 2021, due primarily to changes in the mix of client trading activity, and, for the year-to-date period, lower DATs in 2022 relative to the extraordinary client trading volume seen early in 2021. Bank deposit account fee revenue was $413 million and $1.1 billion in the third quarter and first nine months of 2022, respectively, increasing 28% and 5% from the same periods in 2021, as higher average net yields more than offset lower average BDA balances. BDA balances totaled $139.6 billion at September 30, 2022, down 9% from September 30, 2021 and down 12% from year-end 2021.

Total expenses excluding interest amounted to $2.8 billion and $8.5 billion in the third quarter and first nine months of 2022, respectively, increasing 10% and 4% from the same periods in 2021. Adjusted total expenses (1) were $2.6 billion and

$7.7 billion for the third quarter and first nine months of 2022, respectively, increasing 12% and 6% from the same periods in 2021. The increases in total expenses excluding interest and total adjusted expenses reflected higher compensation and benefits expense and higher occupancy and equipment expense, as we continued to invest in our people and technology to support ongoing growth in our client base. The year-to-date increases were partially offset by lower other expense, which included a charge of approximately $200 million in the second quarter of 2021 (see Item 1 – Note 9).

Return on average common stockholders’ equity increased to 25% and 18% for the third quarter and first nine months of 2022, respectively, compared with 12% and 11% in the comparable periods in 2021. Return on tangible common equity (1) (ROTCE) was 74% and 42% in the third quarter and first nine months of 2022, respectively, compared with 23% and 21% in the same periods in the prior year. The increases in both return on average common stockholders’ equity and ROTCE were due primarily to lower stockholders’ equity and higher net income. Stockholders’ equity declined in the first nine months of 2022 due to a significant decrease in accumulated other comprehensive income (AOCI), as higher market interest rates resulted in larger unrealized losses on our available for sale (AFS) portfolio.

The Company continued its diligent approach to balance sheet management amid a rapidly evolving macroeconomic environment in the first nine months of 2022, maintaining appropriate capital and liquidity to support client activity and returning excess capital to stockholders. Total balance sheet assets of $577.6 billion at September 30, 2022 were down 9% in the third quarter and down 13% from year-end 2021, primarily due to decreases in bank deposits and payables to brokerage clients as a result of client cash allocation decisions and unrealized losses on AFS securities, both primarily resulting from higher market interest rates.

During the third quarter, the Board of Directors approved a 10% increase in our common dividend and a $15 billion share repurchase authorization; repurchases under this new authorization totaled $1.5 billion in the third quarter. As announced in September, the Company redeemed its $400 million Series A Preferred Stock effective November 1, 2022, and we announced in October the redemption of our $600 million Series E Preferred Stock, effective December 1, 2022. In addition, during the third quarter, we lowered our operating objective for the Company’s consolidated Tier 1 Leverage Ratio by 25 basis points to 6.50%-6.75%. The Company’s Tier 1 Leverage Ratio was 6.8% at September 30, 2022, slightly above our new operating objective.

(1) Adjusted diluted EPS, adjusted total expenses, and return on tangible common equity are non-GAAP financial measures. See Non-GAAP Financial Measures for further details and a reconciliation of such measures to GAAP reported results.

- 5 -

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

Integration of TD Ameritrade

Effective October 6, 2020, the Company completed its acquisition of TD Ameritrade Holding Corporation (TDA Holding) and its consolidated subsidiaries (collectively referred to as “TD Ameritrade” or “TDA”). Integration work continued during the first nine months of 2022. Based on our current integration plans and expanded scope of technology work, the Company now expects to complete most client conversions across multiple groups over the course of 2023, with certain client groups to be completed in early 2024. We now expect to incur total acquisition and integration-related costs and capital expenditures of between $2.4 billion and $2.5 billion, which reflects increased costs resulting from incremental complexity in conversion work, due in part to the replacement of certain vendor resources following Russia’s invasion of Ukraine, as well as overall inflationary pressures.

The Company’s 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. 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 effects of changes in remote working trends.

Acquisition and integration-related costs, which are inclusive of related exit costs, totaled $101 million and $291 million for the third quarter and first nine months of 2022, respectively, and $104 million and $367 million for the third quarter and first nine months of 2021, respectively. Over the course of the integration, we continue to expect to realize annualized cost synergies of between $1.8 billion and $2.0 billion, and, through September 30, 2022, we have achieved over half of this amount on an annualized run-rate basis. The Company expects to realize the vast majority of the remaining estimated cost synergies by the end of 2024. Estimated timing and amounts of synergy realization are subject to change as we progress in the integration. Refer to Part II – Item 7 – Overview in our 2021 Form 10-K and Item 1 – Note 10 for additional information regarding our integration of TD Ameritrade.

Current Regulatory Environment and Other Developments

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

In June 2022, the Company received the results of the Federal Reserve’s 2022 Comprehensive Capital Analysis and Review (CCAR). These results included the Federal Reserve’s estimate of CSC’s minimum capital ratios under the supervisory severely adverse scenario for the nine-quarter horizon beginning December 31, 2021 and ending March 31, 2024. Based on these results, CSC’s calculated stress capital buffer was below the 2.5% minimum, resulting in a stress capital buffer at the 2.5% floor. This 2.5% stress capital buffer became applicable on October 1, 2022. See Item 1 – Note 16 for additional information regarding our capital requirements.

Inflation Reduction Act of 2022: Excise Tax on Share Repurchases

In August 2022, the Inflation Reduction Act of 2022 (Inflation Reduction Act) was enacted into law. Among many other items, the Inflation Reduction Act imposes a nondeductible 1% excise tax on a publicly traded corporation on the fair market value of certain stock that it repurchases, net of issuances, effective for repurchases after December 31, 2022. The Company believes share repurchases made under its current repurchase authorization beginning in 2023 will become subject to this tax. We expect to recognize the tax as a direct and incremental cost associated with these transactions. For repurchases of common stock, we expect the tax will be recorded as part of the cost basis of the treasury stock repurchased, resulting in no income statement impact.

Federal Deposit Insurance Corporation (FDIC) Assessment Rate Increase

In October 2022, the FDIC adopted a final rule to increase the initial base deposit insurance assessment rates by 2 basis points, beginning with the first quarterly assessment period of 2023. The FDIC has stated that this change is intended to raise the FDIC’s Deposit Insurance Fund (DIF) reserve ratio to the minimum threshold within the FDIC’s established DIF restoration plan, and will remain in effect until the DIF reserve ratio meets the FDIC’s long-term goal of 2%. A 2 basis point increase in the initial base deposit insurance assessment rate will result in a corresponding increase in regulatory fees and assessments, as well as a corresponding decrease in bank deposit account fee revenue based on IDA balances.

- 6 -

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

RESULTS OF OPERATIONS

Total Net Revenues

The following tables present a comparison of revenue by category:

			2022				2021
Three Months Ended September 30,	Percent Change		Amount		% of Total Net Revenues		Amount		% of Total Net Revenues
Net interest revenue
Interest revenue	56	%	$	3,357	61	%	$	2,153	47	%
Interest expense	N/M		(431)		(8)	%	(123)		(3)	%
Net interest revenue	44	%	2,926		53	%	2,030		44	%
Asset management and administration fees
Mutual funds, exchange-traded funds (ETFs), and collective trust   funds (CTFs)	3	%	520		9	%	503		11	%
Advice solutions	(12)	%	452		8	%	511		11	%
Other	(14)	%	75		2	%	87		2	%
Asset management and administration fees	(5)	%	1,047		19	%	1,101		24	%
Trading revenue
Commissions	(7)	%	435		8	%	466		10	%
Order flow revenue	(10)	%	432		8	%	482		11	%
Principal transactions	N/M		63		1	%	16		—
Trading revenue	(4)	%	930		17	%	964		21	%
Bank deposit account fees	28	%	413		8	%	323		7	%
Other	21	%	184		3	%	152		4	%
Total net revenues	20	%	$	5,500	100	%	$	4,570	100	%

			2022				2021
Nine Months Ended September 30,	Percent Change		Amount		% of Total Net Revenues		Amount		% of Total Net Revenues
Net interest revenue
Interest revenue	34	%	$	8,386	55	%	$	6,236	45	%
Interest expense	111	%	(733)		(5)	%	(348)		(2)	%
Net interest revenue	30	%	7,653		50	%	5,888		43	%
Asset management and administration fees
Mutual funds, ETFs, and CTFs	5	%	1,524		10	%	1,454		11	%
Advice solutions	(4)	%	1,409		9	%	1,469		11	%
Other	(3)	%	234		2	%	241		1	%
Asset management and administration fees	—		3,167		21	%	3,164		23	%
Trading revenue
Commissions	(13)	%	1,362		9	%	1,559		11	%
Order flow revenue	(13)	%	1,332		9	%	1,538		11	%
Principal transactions	121	%	84		—		38		1	%
Trading revenue	(11)	%	2,778		18	%	3,135		23	%
Bank deposit account fees	5	%	1,059		7	%	1,011		7	%
Other	(1)	%	608		4	%	614		4	%
Total net revenues	11	%	$	15,265	100	%	$	13,812	100	%

N/M Not meaningful. Percent changes greater than 200% are presented as not meaningful.

- 7 -

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

Net Interest Revenue

Revenue on interest-earning assets is affected by various factors, such as the composition of assets, prevailing interest rates and spreads at the time of origination or purchase, changes in interest rates on floating-rate securities and loans, and changes in prepayment levels for mortgage-backed and other asset-backed securities and loans. Schwab establishes the rates paid on client-related liabilities, and management expects that it will generally adjust the rates paid on these liabilities at some fraction of any movement in short-term rates. Interest expense on long-term debt, short-term borrowings, and other funding sources is impacted by market interest rates at the time of borrowing and changes in interest rates on floating-rate debt.

Interest rates increased significantly from year-end 2021 through September 30, 2022. Short-term rates were near zero until the Federal Reserve began its aggressive tightening cycle in response to rising inflation beginning in March 2022, ultimately increasing the federal funds target overnight rate five times between March and September for a total increase of 300 basis points, while long-term interest rates increased throughout the first nine months of the year.

Schwab continued to see strength in net new client assets during the first nine months of 2022, which, along with transfers of BDA balances to the Company’s balance sheet (see Bank Deposit Account Fees), drove growth in Schwab’s average interest-earning assets in the third quarter and first nine months of 2022 relative to the same periods in 2021. Partially offsetting this growth, we experienced significant seasonal tax outflows in the second quarter, and, due to the rapid increases to the federal funds overnight rate, changes in client cash allocations increased in the third quarter which resulted in a total decrease in bank deposits and payables to brokerage clients of 9% during the third quarter and 11% since year-end 2021. In recent quarters, the Company increased its cash holdings and reduced the duration of incremental investment securities purchases, which has provided flexibility to support such changes in client cash allocations associated with higher short-term interest rates. These steps also help keep Schwab positioned to benefit from interest rate increases.

The following table presents net interest revenue information corresponding to interest-earning assets and funding sources on the condensed consolidated balance sheets:

	2022						2021
Three Months Ended September 30,	Average Balance		Interest Revenue/ Expense		Average Yield/Rate		Average Balance		Interest Revenue/ Expense		Average Yield/Rate
Interest-earning assets
Cash and cash equivalents	$	53,127	$	294	2.16	%	$	38,732	$	11	0.12	%
Cash and investments segregated	49,554		214		1.69	%	42,617		5		0.04	%
Receivables from brokerage clients	72,751		912		4.91	%	80,873		628		3.04	%
Available for sale securities (1,2)	273,968		1,161		1.69	%	362,204		1,187		1.30	%
Held to maturity securities (1,2)	97,568		345		1.41	%	—		—		—
Bank loans	39,984		300		2.99	%	30,235		161		2.12	%
Total interest-earning assets	586,952		3,226		2.17	%	554,661		1,992		1.42	%
Securities lending revenue			124						159
Other interest revenue			7						2
Total interest-earning assets	$	586,952	$	3,357	2.26	%	$	554,661	$	2,153	1.54	%
Funding sources
Bank deposits	$	420,132	$	241	0.23	%	$	384,561	$	14	0.01	%
Payables to brokerage clients	96,802		41		0.17	%	92,498		3		0.01	%
Short-term borrowings	708		4		1.95	%	3,485		3		0.34	%
Long-term debt	21,024		131		2.49	%	19,030		99		2.10	%
Total interest-bearing liabilities	538,666		417		0.31	%	499,574		119		0.09	%
Non-interest-bearing funding sources	48,286						55,087
Securities lending expense			13						4
Other interest expense			1						—
Total funding sources	$	586,952	$	431	0.29	%	$	554,661	$	123	0.09	%
Net interest revenue			$	2,926	1.97	%			$	2,030	1.45	%

- 8 -

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

	2022						2021
Nine Months Ended September 30,	Average Balance		Interest Revenue/ Expense		Average Yield/Rate		Average Balance		Interest Revenue/ Expense		Average Yield/Rate
Interest-earning assets
Cash and cash equivalents	$	63,598	$	461	0.95	%	$	39,848	$	27	0.09	%
Cash and investments segregated	50,891		308		0.80	%	43,914		19		0.06	%
Receivables from brokerage clients	78,630		2,244		3.76	%	74,831		1,800		3.17	%
Available for sale securities (1,2)	281,897		3,196		1.51	%	348,477		3,381		1.29	%
Held to maturity securities (1,2)	100,890		1,062		1.40	%	—		—		—
Bank loans	38,238		717		2.50	%	27,336		448		2.18	%
Total interest-earning assets	614,144		7,988		1.73	%	534,406		5,675		1.41	%
Securities lending revenue			383						557
Other interest revenue			15						4
Total interest-earning assets	$	614,144	$	8,386	1.81	%	$	534,406	$	6,236	1.55	%
Funding sources
Bank deposits	$	440,801	$	285	0.09	%	$	371,974	$	40	0.01	%
Payables to brokerage clients	101,472		47		0.06	%	89,087		7		0.01	%
Short-term borrowings	2,656		12		0.60	%	2,617		6		0.32	%
Long-term debt	20,673		363		2.34	%	17,225		281		2.18	%
Total interest-bearing liabilities	565,602		707		0.17	%	480,903		334		0.09	%
Non-interest-bearing funding sources	48,542						53,503
Securities lending expense			28						16
Other interest expense			(2)						(2)
Total funding sources	$	614,144	$	733	0.16	%	$	534,406	$	348	0.09	%
Net interest revenue			$	7,653	1.65	%			$	5,888	1.46	%

(1) Amounts have been calculated based on amortized cost. Interest revenue on investment securities is presented net of related premium amortization.

(2) In January 2022, the Company transferred a portion of its investment securities designated as available for sale to the held to maturity category, as described in Item 1 – Note 4.

Net interest revenue increased $896 million, or 44%, and $1.8 billion, or 30%, in the third quarter and first nine months of 2022, respectively, compared to the same periods in 2021. These increases were due primarily to higher average yields on substantially all interest-earning assets as a result of higher market interest rates. Net premium amortization of investment securities decreased to $295 million and $1.2 billion in the third quarter and first nine months of 2022, respectively, from $560 million and $1.8 billion in the third quarter and first nine months of 2021, respectively. These benefits were partially offset by higher rates paid on bank deposits, payables to brokerage clients, and long-term debt, as well as lower balances of margin loans and lower securities lending revenue due to decreased market demand.

Average interest-earning assets for the third quarter and first nine months of 2022 were higher by 6% and 15%, respectively, compared to the same periods in 2021. These increases were primarily due to growth in bank deposits and payables to brokerage clients, which resulted from net new client asset inflows as well as transfers of BDA balances to our balance sheet in the third quarter of 2021 and the first nine months of 2022. These year-over-year increases were partially offset by client cash allocation decisions in response to higher short-term market interest rates in the second and third quarters of 2022, as clients moved certain cash balances out of bank deposits and payables to brokerage clients.

Net interest margin increased to 1.97% and 1.65% during the third quarter and first nine months of 2022, respectively, from 1.45% and 1.46% during the same periods in 2021. These increases were primarily driven by improved yields on substantially all interest-earning assets as a result of higher market interest rates partially offset by higher rates paid on our funding sources driven primarily by bank deposits, payables to brokerage clients, and recent debt issuances and floating-rate long-term debt balances.

- 9 -

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

Asset Management and Administration Fees

The following table presents asset management and administration fees, average client assets, and average fee yields:

Three Months Ended September 30,	2022						2021
	Average Client Assets		Revenue		Average Fee		Average Client Assets		Revenue		Average Fee
Schwab money market funds before fee waivers	$	184,834	$	132	0.28	%	$	149,508	$	112	0.30	%
Fee waivers			—						(83)
Schwab money market funds	$	184,834	132		0.28	%	$	149,508	29		0.08	%
Schwab equity and bond funds, ETFs, and CTFs	422,711		89		0.08	%	441,344		99		0.09	%
Mutual Fund OneSource® and other non-transaction fee funds	183,019		139		0.30	%	234,582		188		0.32	%
Other third-party mutual funds and ETFs	747,676		160		0.08	%	918,363		187		0.08	%
Total mutual funds, ETFs, and CTFs (1)	$	1,538,240	520		0.13	%	$	1,743,797	503		0.11	%
Advice solutions (1)
Fee-based	$	431,276	452		0.42	%	$	463,827	511		0.44	%
Non-fee-based	85,567		—		—		90,649		—		—
Total advice solutions	$	516,843	452		0.35	%	$	554,476	511		0.37	%
Other balance-based fees (2)	537,809		58		0.04	%	632,806		68		0.04	%
Other (3)			17						19
Total asset management and administration fees			$	1,047