Bond Charles Schwab & Co. 4.625% ( US808513AP07 ) in USD

Issuer Charles Schwab & Co.
Market price 100 %  ▲ 
Country  United States
ISIN code  US808513AP07 ( in USD )
Interest rate 4.625% per year ( payment 2 times a year)
Maturity Perpetual - Bond has expired



Prospectus brochure of the bond Charles Schwab US808513AP07 in USD 4.625%, expired


Minimal amount 1 000 USD
Total amount 600 000 000 USD
Cusip 808513AP0
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating N/A
Detailed description Charles Schwab Corporation is a diversified financial services company offering brokerage, banking, and investment advisory services.

Charles Schwab Corporation's perpetual bond (CUSIP: 808513AP0, ISIN: US808513AP07), issued in USD with a 4.625% coupon rate and a total issuance size of $600,000,000, matured and was redeemed at 100% of face value, having a minimum purchase size of $1,000 and a semi-annual payment frequency, and rated BBB by Standard & Poor's.







Final Prospectus Supplement
424B5 1 d261436d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-200939
CALCULATION OF REGISTRATION FEE


Maximum
Aggregate
Amount of
Class of Securities Offered

Offering Price
Registration Fee(1)
Depositary Shares, Each Representing a 1/100th Interest in a Share of 4.625% Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock, Series E

$600,000,000

$69,540


(1)
The filing fee of $ 69,540 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents



PROSPECTUS SUPPLEMENT
(To Prospectus dated December 15, 2014)

T he Cha rle s Sc hw a b Corpora t ion
600,000 Depositary Shares, Each Representing a 1/100th
Interest in a Share of 4.625% Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock, Series E


We are offering 600,000 depositary shares, each representing a 1/100th ownership interest in a share of 4.625% Fixed-to-Floating Rate Non-
Cumulative Perpetual Preferred Stock, Series E, $0.01 par value, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary
share) (the "Series E Preferred Stock"). The depositary shares are represented by depositary receipts. As a holder of depositary shares, you will be entitled
to all proportional rights and preferences of the Series E Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise
such rights through the depositary.
We will pay dividends on the Series E Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of our board
of directors. Dividends will accrue on a non-cumulative basis and be payable from the date of initial issuance to, but excluding, March 1, 2022 at a rate
of 4.625% per annum, payable semi-annually, in arrears, on March 1 and September 1 of each year, beginning on March 1, 2017 and ending on March 1,
2022. Dividends will accrue on a non-cumulative basis and be payable from and including, March 1, 2022 at a floating rate equal to three-month LIBOR
plus a spread of 3.315% per annum, payable quarterly, in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on June 1,
2022.
Dividends on the Series E Preferred Stock will not be cumulative. If our board of directors or a duly authorized committee of our board of directors does
not declare a dividend on the Series E Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend
period, be payable on the applicable dividend payment date, or be cumulative, and we will have no obligation to pay any dividend for that dividend period to
the holder of Series E Preferred Stock, including the depositary, and no related distribution will be made on the depositary shares, whether or not our board
of directors or a duly authorized committee of our board of directors declares a dividend on the Series E Preferred Stock for any future dividend period.
We may redeem the Series E Preferred Stock at our option:

· in whole or in part, from time to time, on any dividend payment date on or after March 1, 2022 at a redemption price equal to $100,000 per share

(equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends; or

· in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein), at a redemption price equal to

$100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared
dividends.
The Series E Preferred Stock will not have any voting rights, except as set forth under "Description of Series E Preferred Stock--Voting Rights" on page
S-24.
The depositary shares will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. The
depositary shares will not be savings accounts, deposits or other obligations of any bank.
The depositary shares are a new issue of securities with no established trading market. We do not intend to apply for listing of the depositary shares on
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Final Prospectus Supplement
any securities exchange or for inclusion of the depositary shares in any automated dealer quotation system.
I nve st ing in t he de posit a ry sha re s involve s risk s. Se e "Risk Fa c t ors" be ginning on pa ge S-1 1 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission ("SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he de posit a ry sha re s or pa sse d upon t he a de qua c y or a c c ura c y of t his prospe c t us supple m e nt or t he
a c c om pa nying prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .



Pe r De posit a ry Sha re
T ot a l

Public offering price(1)

$
1,000.00
$
600,000,000
Underwriting discounts and commissions

$
12.50
$
7,500,000
Proceeds, before expenses

$
987.50
$
592,500,000

(1) The public offering price does not include dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of initial issuance,
which is expected to be October 31, 2016.
The underwriters expect to deliver the depositary shares to purchasers in book-entry form through the facilities of The Depository Trust Company
("DTC") and its direct participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, a société
anonyme ("Clearstream") on or about October 31, 2016.
Joint Book-Running Managers

Cit igroup
Cre dit Suisse
Goldm a n, Sa c hs & Co.
J .P. M orga n
We lls Fa rgo Se c urit ie s
Senior Co-Managers

BofA M e rrill Lync h

M orga n St a nle y
Co-Managers

H SBC

Lloyds Se c urit ie s
PN C Ca pit a l M a rk e t s LLC
U S Ba nc orp
October 24, 2016
Table of Contents

TABLE OF CONTENTS



PAGE

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT


S-ii
WHERE YOU CAN FIND MORE INFORMATION


S-iii
FORWARD-LOOKING STATEMENTS


S-iv
SUMMARY


S-1
THE OFFERING


S-5
RISK FACTORS


S-11
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS


S-15
USE OF PROCEEDS


S-16
CAPITALIZATION


S-17
DESCRIPTION OF SERIES E PREFERRED STOCK


S-18
DESCRIPTION OF DEPOSITARY SHARES


S-27
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS


S-32
CERTAIN ERISA CONSIDERATIONS


S-39
UNDERWRITING (CONFLICTS OF INTEREST )


S-41
NOTICE TO INVESTORS


S-44
LEGAL MATTERS


S-46
EXPERTS


S-46



PAGE
PROSPECTUS

ABOUT THIS PROSPECTUS


1
FORWARD-LOOKING STATEMENTS


1
WHERE YOU CAN FIND MORE INFORMATION


2
THE CHARLES SCHWAB CORPORATION


4
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS


5
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Final Prospectus Supplement
USE OF PROCEEDS


5
ERISA MATTERS


5
DESCRIPTION OF DEBT SECURITIES


7
DESCRIPTION OF PREFERRED STOCK


16
DESCRIPTION OF DEPOSITARY SHARES


19
DESCRIPTION OF COMMON STOCK


21
DESCRIPTION OF PURCHASE CONTRACTS


23
DESCRIPTION OF WARRANTS


24
DESCRIPTION OF UNITS


26
GLOBAL SECURITIES


27
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)


31
VALIDITY OF SECURITIES


33
EXPERTS


33


We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you.
We are not, and the underwriters are not, offering to sell the depositary shares, and are not seeking offers to buy the depositary shares, in any
jurisdiction where offers and sales are not permitted. The distribution of this prospectus supplement and the accompanying prospectus and the
offering of the depositary shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of
this prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of
the depositary shares and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This
prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and
Exchange Commission, or SEC, utilizing a "shelf" registration process. In this prospectus supplement, we provide you with specific information
about the depositary shares that we are selling in this offering, the Series E Preferred Stock represented by the depositary shares, and about the
offering itself. Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about
us, our depositary shares, our Series E Preferred Stock and other information you should know before investing in our depositary shares. This
prospectus supplement also adds, updates and changes information contained or incorporated by reference in the accompanying prospectus. To the
extent that any statement that we make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus, the
statements made in the accompanying prospectus are deemed modified or superseded by the statements made in this prospectus supplement. You
should read both this prospectus supplement and the accompanying prospectus as well as additional information described in "Where you can find
more information" before investing in our depositary shares.
References in this prospectus supplement to "we," "us," "our" and "CSC" mean The Charles Schwab Corporation. References in this
prospectus supplement to the "Company" means CSC and its majority-owned subsidiaries.
Currency amounts in this prospectus supplement and the accompanying prospectus are stated in U.S. dollars.
The representations, warranties and covenants made by CSC in any agreement that is filed as an exhibit to any document that is incorporated
by reference in this prospectus supplement and the accompanying prospectus were made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of CSC's affairs. You should
assume that the information contained or incorporated by reference in this prospectus supplement and any document incorporated by reference
herein and in the accompanying prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.

S-ii
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Final Prospectus Supplement
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
CSC files annual, quarterly and current reports, proxy statements and other information with the SEC. CSC's SEC filings are available to the
public over the Internet at the SEC's website at http://www.sec.gov. Copies of certain information filed by CSC with the SEC are also available on
CSC's corporate website at http://www.aboutschwab.com. The website addresses of the SEC and CSC are included as inactive textual references
only, and the information contained on those websites is not a part of this prospectus supplement or the accompanying prospectus. You may also
read and copy any document that CSC files at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC allows CSC to "incorporate by reference" information CSC has filed with the SEC, which means that CSC can disclose important
information to you by referring you to other documents. The information incorporated by reference is considered to be a part of this prospectus
supplement.
This prospectus supplement incorporates by reference the documents listed below:


· Annual Report on Form 10-K for the fiscal year ended December 31, 2015;


· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016; and


· Current Reports on Form 8-K filed on March 7, 2016 and May 20, 2016.
Any statement contained in a document incorporated by reference, or deemed to be incorporated by reference, in this prospectus supplement
or the accompanying prospectus shall be deemed to be modified or superseded for purposes of this prospectus supplement or the accompanying
prospectus to the extent that a statement contained in this prospectus supplement or the accompanying prospectus or in any other subsequently filed
document which also is incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement or the accompanying prospectus.
Statements contained in this prospectus supplement or the accompanying prospectus as to the contents of any contract or other document
referred to in this prospectus supplement or the accompanying prospectus do not purport to be complete, and where reference is made to the
particular provisions of such contract or other document, such provisions are qualified in all respects by reference to all of the provisions of such
contract or other document. In reviewing any agreements incorporated by reference, please remember they are included to provide you with
information regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about CSC. The
agreements may contain representations and warranties by CSC or other parties, which should not in all instances be treated as categorical
statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate. The representations and
warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are
subject to more recent developments. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the
date they were made or at any other time.
You may request a copy of these filings at no cost, by writing, telephoning or sending an email to the following address:
The Charles Schwab Corporation
211 Main Street
San Francisco, California 94105
Attention: Corporate Secretary
Telephone: (415) 667-1959
Email: [email protected]

S-iii
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference, contain not only historical
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Final Prospectus Supplement
information but also "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are identified by
words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may," "estimate," "appear," "aim," "target," "could," "would,"
"continue," 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, or in the case of
any documents incorporated by reference, as of the date of those documents, are necessarily estimates based on the best judgment of CSC's senior
management. These statements relate to, among other things:


· the use of proceeds from this offering;


· the ratings for the depositary shares;


· a trading market for the depositary shares;


· the Company's aim to maximize the Company's value and returns over time;

· the Company's ability to pursue its business strategy and maintain its market leadership position; and the Company's belief that offering

more value and a better investing experience will translate into more client assets which drives revenue;


· the impact of legal proceedings and regulatory matters;


· the impact of current market conditions and interest rates on the Company's results of operations;


· 2016 capital expenditures;


· sources of liquidity, capital, and level of dividends;


· target capital ratios;


· the impact of changes in management's estimates on the Company's results of operations;


· the expected impact of new accounting standards not yet adopted;


· the likelihood of indemnification and guarantee payment obligations;


· management's ability to adjust spending plans to maintain the balance between profitability and investing for growth;

· the expected impact of the final Department of Labor fiduciary rule, the final Federal Deposit Insurance Corporation ("FDIC") assessment

rule, and the proposed rule relating to a regulatory capital deduction for investments in unsecured debt issued by global systemically
important banking organizations;


· the timing of bulk transfers; and


· the other risks and uncertainties described in this prospectus supplement, including the documents incorporated by reference herein.
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 prospectus supplement or, in the case of documents
incorporated by reference, as of the date of those documents.

S-iv
Table of Contents
Important factors that may cause actual results to differ include, but are not limited to:


· changes in general economic and financial market conditions;


· changes in revenues and profit margin due to changes in interest rates;


· the effect of adverse developments in litigation or regulatory matters and the extent of any related charges;


· amounts recovered on insurance policies;


· the Company's ability to attract and retain clients and registered investment advisors and grow those relationships and client assets;
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Final Prospectus Supplement


· the Company's ability to develop and launch new products, services and capabilities in a timely and successful manner;


· fluctuations in client asset values due to changes in equity valuations;


· the performance or valuation of securities available for sale and securities held to maturity;


· trading activity;


· the level of interest rates, including yields available on money market mutual fund eligible instruments;

· the timing and impact of changes in the Company's level of investments in land, leasehold improvements, information technology

equipment and software;


· the adverse impact of financial reform legislation and related regulations;


· the amount of loans to the Company's brokerage and banking clients;


· the level of the Company's stock repurchase activity;


· the availability and terms of external financing;


· capital needs and management;


· client sensitivity to interest rates;

· timing, amount and impact of the migration of certain balances from brokerage accounts and sweep money market funds into Schwab

Bank;


· the Company's ability to manage expenses;


· regulatory guidance;


· the level of client assets, including cash balances;


· competitive pressures on rates and fees;


· acquisition integration costs;


· potential breaches of contractual terms for which the Company has indemnification or guarantee obligations;


· client use of the Company's investment advisory services and other products and services;


· the volume of prepayments in the Company's mortgage-backed securities portfolio;


· the impact of changes in market conditions on money market fund fee waivers, revenues and pre-tax profit margin;


· the clarification and interpretation of certain provisions in the final Department of Labor rule concerning fiduciary standards;


· the timing of when the FDIC's Deposit Insurance Fund reserve ratio reaches a set threshold of insured deposits; and


· CSC's ability to maintain favorable ratings from rating agencies.

S-v
Table of Contents
You should refer to the "Risk Factors" section of this prospectus supplement and to CSC's periodic and current reports filed with the SEC for
specific risks which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements. In
particular, certain of these factors, as well as general risk factors affecting CSC and its subsidiaries, are discussed in greater detail in "Item 1A.--
Risk Factors" in CSC's Annual Report on Form 10-K for the year ended December 31, 2015, as such discussion may be amended or updated in
other reports filed by us with the SEC, which reports are incorporated by reference into this prospectus supplement and accompanying prospectus.

S-vi
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Final Prospectus Supplement
SUMMARY
This summary highlights selected information contained elsewhere, or incorporated by reference, in this prospectus supplement. As a
result, it does not contain all of the information that may be important to you or that you should consider before investing in the depositary
shares. You should read this entire prospectus supplement and the accompanying prospectus, including the documents incorporated by
reference, especially the risks relevant to investing in the depositary shares discussed under "Risk Factors" contained herein and under "Item
1A.--Risk Factors" beginning on page 9 of CSC's Annual Report on Form 10-K for the year ended December 31, 2015, as such discussion
may be amended or updated in other reports filed by us with the SEC, as well as the consolidated financial statements and notes to those
consolidated financial statements incorporated by reference herein. In addition, certain statements include forward-looking information that
involves risks and uncertainties. See "Forward-Looking Statements."
The Charles Schwab Corporation
CSC is a savings and loan holding company, headquartered in San Francisco, California. CSC was incorporated in 1986 and engages,
through its subsidiaries (collectively referred to as the Company), in wealth management, securities brokerage, banking, money management,
custody, and financial advisory services. At September 30, 2016, the Company had $2.7 trillion in client assets, 10.0 million active brokerage
accounts, 1.6 million corporate retirement plan participants, and 1.1 million banking accounts.
Significant business subsidiaries of CSC include the following:

· Charles Schwab & Co., Inc. ("Schwab"), which was incorporated in 1971, is a securities broker-dealer with over 330 domestic branch

offices in 46 states, as well as a branch in each of the Commonwealth of Puerto Rico and London, England, and serves clients in Hong
Kong through one of CSC's subsidiaries;

· Charles Schwab Bank ("Schwab Bank"), which commenced operations in 2003, is a federal savings bank located in Reno, Nevada;

and

· Charles Schwab Investment Management, Inc., which is the investment advisor for Schwab's proprietary mutual funds, referred to as

the Schwab Funds®, and Schwab's exchange-traded funds (ETFs), referred to as the Schwab ETFsTM.
The Company offers a broad range of products to address individuals' varying investment and financial needs. Examples of these product
offerings include:


· Brokerage--an array of full-feature brokerage accounts with cash management capabilities;

· Mutual funds--third-party mutual funds through Mutual Fund Marketplace®, including no-transaction fee mutual funds through the

Mutual Fund OneSource® service, which also includes proprietary mutual funds, plus mutual fund trading and clearing services to
broker-dealers;

· Exchange-traded funds--an extensive offering of ETFs, including many proprietary and third-party ETFs available without a

commission through Schwab ETF OneSourceTM;

· Advice solutions--managed portfolios of both proprietary and third-party mutual funds and ETFs, separately managed accounts,

customized personal advice for tailored portfolios, and specialized planning and full-time portfolio management;

· Banking--checking and savings accounts, certificates of deposit, first lien residential real estate mortgage loans, home equity loans

and lines of credit and Pledged Asset Lines® ; and


· Trust--trust custody services, personal trust reporting services, and administrative trustee services.


S-1
Table of Contents
The Company's full array of investing services are made available through its two segments--Investor Services and Advisor Services.
Investor Services
Through the Investor Services segment, the Company provides retail brokerage and banking services, retirement plan services, and other
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Final Prospectus Supplement
corporate brokerage services. The Company offers research, analysis tools, online portfolio planning tools, performance reports, market
analysis, and educational material to all clients. Schwab's financial consultants can provide wealth management and financial planning
assistance to clients to help them reach their financial goals. Investors looking for more guidance have access to professional advice from
Schwab's portfolio consultants who can help develop an investment strategy and carry out investment and portfolio management decisions, as
well as a range of fully delegated managed solutions that provide ongoing portfolio management.
The Investor Services segment also includes the Retirement Plan Services, Stock Plan Services, Compliance Solutions, Mutual Fund
Clearing Services and Off-Platform Sales business units. Retirement Plan Services offers a bundled 401(k) retirement plan product that
provides plan sponsors a wide array of investment options, trustee or custodial services, and participant-level recordkeeping. Stock Plan
Services offers equity compensation plan sponsors full-service recordkeeping for stock plans, stock options, restricted stock, performance
shares and stock appreciation rights. Compliance Solutions provides solutions for compliance departments of regulated companies and firms
with special requirements to monitor employee personal trading, including trade surveillance technology. Mutual Fund Clearing Services
provides mutual fund clearing services and recordkeeping to banks, brokerage firms and trust companies. Off-Platform Sales offers proprietary
mutual funds, ETFs, and collective trust funds outside the Company.
Advisor Services
Through the Advisor Services segment, the Company provides custodial, trading, and support services as well as retirement business
services.
The Advisor Services segment also includes the Retirement Business Services and Corporate Brokerage Retirement Services business
units. Retirement Business Services provides trust, custody, and retirement business services to independent retirement plan advisors and
independent recordkeepers. Plan assets are held at the Business Trust division of Schwab Bank. Corporate Brokerage Retirement Services
serves plan sponsors, advisors and independent recordkeepers seeking a brokerage based account to hold retirement plan assets. Plans held at
Schwab are either self-trusteed or trusteed by a separate, independent trustee.
Recent Developments
In accordance with our normal schedule, we are currently performing, and have not yet completed, the closing procedures in connection
with the preparation and filing of our unaudited consolidated condensed financial statements for the quarter ended September 30, 2016, which
will be included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. Accordingly, while we currently estimate
our financial results for the quarter ended September 30, 2016 as set forth in the tables below and our capital ratios as described in the
narrative below, this information is, by necessity, preliminary in nature and based only upon preliminary information available to us as of the
date of this prospectus supplement. We cannot assure you that this information will not change.


S-2
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The Charles Schwab Corporation
Financial and Operating Highlights
(Unaudited)



Q3-16% change

2016

2015

vs.
vs.
Third
Second
First
Fourth
Third
(In millions, except per share amounts and as noted)

Q3-15

Q2-16

Quarter

Quarter

Quarter

Quarter

Quarter
Net Revenues







Asset management and administration fees


20%

5%
$
798
$
757
$
699
$
673
$
663
Net interest revenue


33%

6%

845

798

772

690

635
Trading revenue


(17%)

(5%)

190

201

232

208

228
Other


15%

9%

76

70

63

120

66
Provision for loan losses

--
150%

5

2

(2)

--

5






















Total net revenues


20%

5%

1,914

1,828

1,764

1,691

1,597






















Expenses Excluding Interest







Compensation and benefits


11%

1%

609

602

626

572

548
Professional services


15%

5%

131

125

116

119

114
Occupancy and equipment


9%

(1%)

100

101

98

93

92
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Final Prospectus Supplement
Advertising and market development


10%

(9%)

64

70

70

60

58
Communications


(2%)

(8%)

57

62

60

58

58
Depreciation and amortization


5%

5%

60

57

56

58

57
Other


14%

9%

99

91

83

86

87






















Total expenses excluding interest


10%

1%

1,120

1,108

1,109

1,046

1,014






















Income before taxes on income


36%

10%

794

720

655

645

583
Taxes on income


41%

9%

291

268

243

229

207






















Net Income


34%

11%
$
503
$
452
$
412
$
416
$
376






















Preferred stock dividends and other

N/M

(28%)

33

46

20

38

11






















Net Income Available to Common Stockholders


29%

16%
$
470
$
406
$
392
$
378
$
365






















Earnings per common share:







Basic


29%

16%
$
.36
$
.31
$
.30
$
.29
$
.28
Diluted


25%

17%
$
.35
$
.30
$
.29
$
.28
$
.28
Dividends declared per common share


17%
--
$
.07
$
.07
$
.06
$
.06
$
.06
Weighted-average common shares outstanding:







Basic


1%
--

1,324

1,322

1,321

1,319

1,316
Diluted

--
--

1,334

1,333

1,330

1,330

1,328
Performance Measures







Pre-tax profit margin




41.5%

39.4%

37.1%

38.1%

36.5%
Return on average common stockholders' equity
(annualized)(1)




14%

13%

13%

13%

13%
Financial Condition (at quarter end, in billions)







Cash and investments segregated


17%

8%
$
20.1
$
18.6
$
20.3
$
19.6
$
17.2
Receivables from brokerage clients--net


(4%)

(2%)

16.4

16.8

16.0

17.3

17.1
Bank loans--net


4%

1%

14.9

14.7

14.4

14.3

14.3
Total assets


23%

6%

209.3

198.1

191.0

183.7

170.4
Bank deposits


26%

9%

149.6

137.3

135.7

129.5

119.0
Payables to brokerage clients


6%

1%

33.0

32.7

32.3

33.2

31.0
Short-term borrowings

N/M

(40%)

3.0

5.0

.8

--

--
Long-term debt

--
--

2.9

2.9

2.9

2.9

2.9
Stockholders' equity


17%

3%

15.5

15.0

14.5

13.4

13.2
Other







Full-time equivalent employees (at quarter end, in
thousands)


5%
--

16.1

16.1

15.6

15.3

15.4
Capital expenditures--purchases of equipment, office
facilities, and property, net (in millions)


(6%)

(43%)
$
75
$
131
$
61
$
67
$
80
Expenses excluding interest as a percentage of average
client assets (annualized)




0.17%

0.17%

0.18%

0.16%

0.16%
Clients' Daily Average Trades (in thousands)







Revenue trades(2)


(12%)

(4%)

268

279

328

285

304
Asset-based trades(3)


(5%)

(11%)

80

90

101

84

84
Other trades(4)


31%

31%

195

149

187

168

149






















Total


1%

5%

543

518

616

537

537






















Average Revenue Per Revenue Trade(2)


(4%)

(1%)
$ 11.17
$ 11.27
$ 11.44
$ 11.73
$ 11.67
























S-3
Table of Contents

(1) Return on average common stockholders' equity is calculated using net income available to common stockholders divided by average common stockholders'
equity.
(2) Includes all client trades that generate trading revenue (i.e. commission revenue or principal transaction revenue); also known as DART.
(3) Includes eligible trades executed by clients who participate in one or more of the Company's asset-based pricing relationships.
(4) Includes all commission-free trades, including Schwab Mutual Fund OneSource® funds and ETFs, and other proprietary products.
N/M Not meaningful.
Other Information
The following table details CSC's preferred stock (in millions) and capital ratios as of September 30, 2016:
https://www.sec.gov/Archives/edgar/data/316709/000119312516746810/d261436d424b5.htm[10/26/2016 10:20:53 AM]


Final Prospectus Supplement

Preferred Stock

$2,192
Common Equity Tier 1 Capital/Risk-Weighted Assets

18.0%
Tier 1 Capital/Risk-Weighted Assets

21.3%
Tier 1 Leverage Ratio


7.1%
From 2008 through the quarter ended June 30, 2016, we have migrated approximately $19 billion from sweep money funds to Schwab
Bank's balance sheet.
Schwab provides custody, trading and operational support to over 7,000 registered investment advisors.


CSC's common stock is listed and traded on The New York Stock Exchange under the symbol "SCHW."
CSC's principal executive office is located at 211 Main Street, San Francisco, California 94105 and CSC's telephone number is
(415) 667-7000. CSC's corporate Internet website is www.aboutschwab.com. CSC's website address is included as an inactive textual
reference only, and the information contained on CSC's website is not incorporated by reference and does not form a part of this prospectus
supplement or the accompanying prospectus.


S-4
Table of Contents
THE OFFERING
The following description contains basic information about the depositary shares, the Series E Preferred Stock represented thereby and
this offering. This description is not complete and does not contain all of the information that you should consider before investing in the
depositary shares. For a more complete understanding of the depositary shares and the Series E Preferred Stock represented thereby, you
should read "Description of Series E Preferred Stock" and "Description of Depositary Shares" in this prospectus supplement as well as
"Description of Preferred Stock" and "Description of Depositary Shares" in the accompanying prospectus. To the extent the following
information is inconsistent with the information in the accompanying prospectus, you should rely on the following information.

Issuer
The Charles Schwab Corporation, a Delaware corporation ("CSC").

Securities offered
600,000 depositary shares, each representing a 1/100th ownership interest in a share
of 4.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E,
$0.01 par value, with a liquidation preference of $100,000 per share (equivalent to
$1,000 per depositary share), of CSC (the "Series E Preferred Stock"). Each holder of a
depositary share will be entitled, through the depositary, in proportion to the applicable
fraction of a share of Series E Preferred Stock represented by such depositary share, to
all the rights and preferences of the Series E Preferred Stock represented thereby
(including dividend, voting, redemption and liquidation rights).

We may in the future from time to time, without notice to or consent of the holders of
the Series E Preferred Stock or the holders of the depositary shares, issue additional
shares of the Series E Preferred Stock; provided, that any such additional shares of
Series E Preferred Stock are not treated as "disqualified preferred stock" within the
meaning of Section 1059(f)(2) of the Internal Revenue Code and such additional shares

of Series E Preferred Stock are otherwise treated as fungible with the Series E Preferred
Stock offered hereby for U.S. federal income tax purposes. The additional shares of
Series E Preferred Stock would form a single series with the Series E Preferred Stock
offered hereby. In the event we issue additional shares of Series E Preferred Stock, we
will issue a corresponding number of additional depositary shares.

Dividends
We will pay dividends on the Series E Preferred Stock, when, as, and if declared by our
https://www.sec.gov/Archives/edgar/data/316709/000119312516746810/d261436d424b5.htm[10/26/2016 10:20:53 AM]


Document Outline