SCHW 10-K Annual Report Dec. 31, 2017 | Alphaminr
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SCHW 10-K Fiscal year ended Dec. 31, 2017

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SCHWAB CHARLES CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Securities and Exchange Commission Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related Stockholder Matters,Item 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

3.11 Fifth Restated Certificate of Incorporation, effective May7, 2001, of the Registrant, re-filed as Exhibit 3.11 to the Registrants Form 10-K for the year ended December 31, 2016, and incorporated herein by reference. 3.14 Fourth Restated Bylaws, as amended on January27, 2010, of the Registrant, re-filed as Exhibit 3.14 to the Registrants Form 10-K for the year ended December 31, 2016, and incorporated herein by reference. 3.15 Certificate of Designations of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, SeriesA of The Charles Schwab Corporation, re-filed as Exhibit 3.15 to the Registrants Form 10-K for the year ended December 31, 2016, and incorporated herein by reference. 3.16 Certificate of Designations of 6.00% Non-Cumulative Perpetual Preferred Stock, Series B, of the Charles Schwab Corporation, re-filed as Exhibit 3.16 to the Registrants Form 10-K for the year ended December 31, 2016, and incorporated herein by reference. 3.17 Certificate of Designations of 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, of The Charles Schwab Corporation, filed as Exhibit3.1 to the Registrants Form8-K dated August3, 2015, and incorporated herein by reference. 3.18 Certificate of Designations of 5.95% Non-Cumulative Perpetual Preferred Stock, Series D, of The Charles Schwab Corporation, filed as Exhibit3.1 to the Registrants Form8-K dated March7, 2016, and incorporated herein by reference. 3.19 Certificate of Designations of 4.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, SeriesE, of The Charles Schwab Corporation, filed as Exhibit3.1 to the Registrants Form8-K dated October31, 2016, and incorporated herein by reference. 3.20 Certificate of Designations of 5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrants Form 8-K dated October31, 2017, and incorporated herein by reference. 3.21 Certificate of Elimination of the 6.00% Non-Cumulative Perpetual Preferred Stock, Series B of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrants Form 8-K dated December 15, 2017, and incorporated herein by reference. 4.1 Deposit Agreement, dated June6, 2012, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as ExhibitA thereto), filed as Exhibit 4.1 to the Registrants Form 10-K for the year ended December 31, 2016, and incorporated herein by reference. 4.2 Deposit Agreement, dated August3, 2015, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrants Form8-K dated August3, 2015 and incorporated herein by reference. 4.3 Deposit Agreement, dated March7, 2016, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as ExhibitA thereto), filed as Exhibit4.1 to the Registrants Form8-K dated March7, 2016, and incorporated herein by reference. 4.4 Deposit Agreement, dated October31, 2016, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as ExhibitA thereto), filed as Exhibit4.1 to the Registrants Form8-K dated October31, 2016, and incorporated herein by reference. 4.5 Deposit Agreement, dated October31, 2017, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as ExhibitA thereto), filed as Exhibit4.1 to the Registrants Form8-K dated October31, 2017, and incorporated herein by reference. 10.72 Restatement of Assignment and License, as amended January25, 1988, among Charles Schwab & Co., Inc., Charles R. Schwab and the Registrant, filed as Exhibit 10.72 to the Registrants Form 10-K for the year ended December 31, 2014 and incorporated herein by reference. 10.271 The Charles Schwab Corporation Directors Deferred Compensation Plan, as amended through December8, 2004, filed as Exhibit 10.271 to the Registrants Form 10-K for the year ended December 31, 2014, and incorporated herein by reference. (2) 10.272 The Charles Schwab Corporation Deferred Compensation Plan, as amended through December8, 2004, filed as Exhibit 10.272 to the Registrants Form 10-K for the year ended December 31, 2014, and incorporated herein by reference. (2) 10.314 Employment Agreement dated as of March13, 2008, between the Registrant and Charles R. Schwab, filed as Exhibit10.314 to the Registrants Form10-Q for the quarter ended March31, 2013, and incorporated herein by reference. (2) 10.322 The Charles Schwab Corporation Deferred Compensation Plan II, as amended and restated as of October23, 2008, filed as Exhibit 10.322 to the Registrants Form10-K for the year ended December31, 2013, and incorporated herein by reference. (2) 10.338 The Charles Schwab Corporation 2004 Stock Incentive Plan, as approved at the Annual Meeting of Stockholders on May17, 2011, filed as Exhibit10.338 to the Registrants Form10-Q for the quarter ended June30, 2016, and incorporated herein by reference. (2) 10.349 The Charles Schwab Severance Pay Plan, as Amended and Restated Effective May1, 2012, filed as Exhibit10.349 to the Registrants Form10-Q for the quarter ended June30, 2017, and incorporated herein by reference. (2) 10.352 Form of Performance-Based Cash Long-Term Incentive Award Agreement under The Charles Schwab Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit10.352 to the Registrants Form8-K dated January24, 2013, and incorporated herein by reference. (2) 10.360 The Charles Schwab Corporation 2013 Stock Incentive Plan, as approved at the Annual Meeting of Stockholders on May16, 2013, filed as Exhibit10.360 to the Registrants Form8-K dated May16, 2013, and incorporated herein by reference. (2) 10.362 The Charles Schwab Corporation Directors Deferred Compensation Plan II, as amended and restated as of April24, 2013, filed as Exhibit10.362 to the Registrants Form10-Q for the quarter ended June30, 2013, and incorporated herein by reference. (2) 10.365 The Charles Schwab Corporation Corporate Executive Bonus Plan, restated to include amendments approved at the Annual Meeting of Stockholders on May13, 2015, filed as Exhibit 10.365 to the Registrants Form 10-Q for the quarter ended June 30, 2015, and incorporated herein by reference. (2) 10.367 Summary of Non-Employee Director Compensation, filed as Exhibit 10.367 to the Registrants Form 10-K for the year ended December 31, 2015, and incorporated herein by reference. (2) 10.368 Credit Agreement (364 Day Commitment) dated as of June5, 2016, between the Registrant and financial institutions therein, filed as Exhibit10.368 to the Registrants Form10-Q for the quarter ended June30, 2016, and incorporated herein by reference. 10.369 Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit10.369 to the Registrants Form10-Q for the quarter ended September30, 2016, and incorporated herein by reference. (2) 10.370 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit10.370 to the Registrants Form10-Q for the quarter ended September30, 2016, and incorporated herein by reference. (2) 10.371 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit10.371 to the Registrants Form10-Q for the quarter ended September30, 2016, and incorporated herein by reference. (2) 10.372 Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit10.372 to the Registrants Form10-Q for the quarter ended September30, 2016, and incorporated herein by reference. (2) 10.373 Form of Notice and Retainer Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit10.373 to the Registrants Form10-Q for the quarter ended September30, 2016, and incorporated herein by reference. (2) 10.374 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit10.374 to the Registrants Form10-Q for the quarter ended September30, 2016, and incorporated herein by reference. (2) 10.375 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit10.375 to the Registrants Form10-Q for the quarter ended September30, 2016, and incorporated herein by reference. (2) 10.376 Credit Agreement (364 Day Commitment) dated as of June2, 2017, between the Registrant and financial institutions therein (supersedes Exhibit10.368), filed as Exhibit10.376 to the Registrants Form10-Q for the quarter ended June30, 2017, and incorporated herein by reference. (2) 10.377 The Charles Schwab Corporation Deferred Compensation Plan II, as amended and restated as of October19, 2017 (supersedes Exhibit 10.322), filed as Exhibit 10.377 to the Registrants Form 8K dated October 24, 2017, and incorporated herein by reference. (2) 10.378 Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.369), filed as Exhibit 10.378 to the Registrants Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference. (2) 10.379 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.370), filed as Exhibit 10.379 to the Registrants Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference. (2) 10.380 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.371), filed as Exhibit 10.380 to the Registrants Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference. (2) 10.381 Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.372), filed as Exhibit 10.381 to the Registrants Form 10-Q for the quarter ended September30, 2017, and incorporated herein by reference. (2) 10.382 Form of Notice and Retainer Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.373), filed as Exhibit 10.382 to the Registrants Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference. (2) 10.383 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans (supersedes Exhibit 10.374), filed as Exhibit 10.383 to the Registrants Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference. (2) 10.384 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans (supersedes Exhibit 10.375), filed as Exhibit 10.384 to the Registrants Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference. (2) 10.385 The Charles Schwab Corporation Deferred Compensation Plan II, as amended and restated as of December 13, 2017 (supersedes Exhibit 10.377). (1),(2) 10.386 Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, as amended and restated as of December 13, 2017(supersedes Exhibit 10.378). (1),(2) 10.387 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, as amended and restated as of December 13, 2017 (supersedes Exhibit 10.379). (1),(2) 10.388 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans as amended and restated as of December 13, 2017 (supersedes Exhibit 10.380). (1),(2) 10.389 The Charles Schwab Corporation Corporate Executive Bonus Plan, restated to include amendments approved at the Annual Meeting of Stockholders on May13, 2015, as amended and restated as of December 13, 2017 (supersedes Exhibit 10.365). (1),(2) 10.390 Summary of Non-Employee Director Compensation. (1),(2) 12.1 Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. 21.1 Subsidiaries of the Registrant. 23.1 Independent Registered Public Accounting Firms Consent. 31.1 Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section302 of The Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section302 of The Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to 18 U.S.C. Section1350, As Adopted Pursuant to Section906 of The Sarbanes-Oxley Act of 2002. (1) 32.2 Certification Pursuant to 18 U.S.C. Section1350, As Adopted Pursuant to Section906 of The Sarbanes-Oxley Act of 2002. (1)