SCHW 10-K Annual Report Dec. 31, 2019 | Alphaminr
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SCHW 10-K Fiscal year ended Dec. 31, 2019

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SCHWAB CHARLES CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved 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 SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of November 24, 2019, by and among the Registrant, Americano Acquisition Corp., and TD Ameritrade Holding Corporation, filed as Exhibit 2.1 to the Registrants Form 8-K dated November 24, 2019 and incorporated herein by reference.* 3.11 Fifth Restated Certificate of Incorporation, effective May7, 2001, of the Registrant, 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, 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, filed as Exhibit 3.15 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. 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. 4.6 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (1) 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. (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) 10.362 The Charles Schwab Corporation Directors Deferred Compensation Plan II, as amended and restated as of April24, 2013. (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, 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, 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, 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, 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, filed as Exhibit 10.385 to the Registrants Form 10-K for the year ended December 31, 2017, and incorporated herein by reference. (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, filed as Exhibit 10.386 to the Registrants Form 10-K for the year ended December 31, 2017, and incorporated herein by reference. (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, filed as Exhibit 10.389 to the Registrants Form 10-K for the year ended December 31, 2017 and incorporated herein by reference. (2) 10.390 Summary of Non-Employee Director Compensation, filed as Exhibit 10.390 to the Registrants Form 10-K for the year ended December 31, 2017, and incorporated herein by reference. (2) 10.391 2013 Stock Incentive Plan, as amended and restated, filed as Exhibit 10.391 to the Registrants Form 8-K dated May 15, 2018, and incorporated herein by reference. (2) 10.392 Credit Agreement (364 Day Commitment) dated as of June 1, 2018, between the Registrant and financial institutions therein, filed as Exhibit 10.392 to the Registrants Form 8-K dated October 31, 2018, and incorporated herein by reference. 10.393 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.393 to the Registrants Form 10-K for the year ended December 31, 2018, and incorporated herein by reference. (2) 10.394 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.394 to the Registrants Form 10-K for the year ended December 31, 2018, and incorporated herein by reference. (2) 10.395 Credit Agreement (364 Day Commitment) dated as of May 31, 2019, between the Registrant and financial institutions therein (supersedes Exhibit 10.392), filed as Exhibit 10.395 to the Registrants Form 10-Q for the quarter ended June 30, 2019, and incorporated herein by reference. 10.396 Form of Notice and Restricted Stock Unit Agreement (no accelerating vesting for retirement) under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.396 to the Registrants Form 10-Q for the quarter ended June 30, 2019, and incorporated herein by reference. (2) 10.397 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 10.381), filed as Exhibit 10.397 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.398 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 10.382), filed as Exhibit 10.398 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.399 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 10.383), filed as Exhibit 10.399 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.401 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 10.384), filed as Exhibit 10.401 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.402 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.393), filed as Exhibit 10.402 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.403 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.394), filed as Exhibit 10.403 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.404 Form of Notice and Restricted Stock Unit Agreement (no accelerating vesting for retirement) under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.396), filed as Exhibit 10.404 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.405 Stockholder Agreement, dated as of November 24, 2019, by and between the Registrant and the Toronto-Dominion Bank, filed as Exhibit 10.1 to the Registrants Form 8-K dated November 24, 2019 and incorporated herein by reference. 10.406 Registration Rights Agreement by and among the Registrant, Charles R. Schwab, The Toronto-Dominion Bank, and certain other stockholders, filed as Exhibit 10.5 to the Registrants Form 8-K dated November 24, 2019 and incorporated herein by reference. 10.407 Amended and Restated Insured Deposit Account Agreement by and among TD Bank USA, National Association, TD Bank, National Association, and the Registrant, filed as Exhibit 10.6 to the Registrants Form 8-K dated November 24, 2019 and incorporated herein by reference.** 10.408 Form of Notice Performance-Based Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans (supersedes Exhibit 10.386). (1),(2) 10.409 Summary of Non-Employee Director Compensation (supersedes Exhibit 10.390). (1),(2) 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)