Obligation Charles Schwab & Co. 3.225% ( US808513AG08 ) en USD

Charles Schwab & Co.

100 % ⇌

Etas-Unis

US808513AG08 ( en USD )

3.225% par an ( paiement semestriel )

01/09/2022 - Obligation échue

Prospectus brochure de l'obligation Charles Schwab US808513AG08 en USD 3.225%, échue

1 000 USD

256 380 000 USD

808513AG0

N/A

Charles Schwab est une société de services financiers américaine offrant une gamme de services de courtage, de gestion de placements et de banque aux particuliers et aux investisseurs institutionnels.

L'Obligation émise par Charles Schwab & Co. ( Etas-Unis ) , en USD, avec le code ISIN US808513AG08, paye un coupon de 3.225% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2022

Prospectus Filed Pursuant to 424(b)(3)
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424B3 1 d430722d424b3.htm PROSPECTUS FILED PURSUANT TO 424(B)(3)
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-184654
PROSPECTUS

Offer to Exchange
all outstanding unregistered 3.225% Notes Due 2022
($256,405,000 aggregate principal amount outstanding)
for
3.225% Notes due 2022
($256,405,000 aggregate principal amount)
that have been registered under the Securities Act of 1933

The Exchange Offer

· We will exchange all outstanding unregistered 3.225% Notes Due 2022, $256,405,000 aggregate principal amount, (CUSIP
Nos. 808513AF2/U16039AA4) (the "old notes") for 3.225% Notes due 2022, $256,405,000 aggregate principal amount,

that have been registered under the Securities Act of 1933, as amended (the "Securities Act") (CUSIP No. 808513AG0)
(the "new notes") that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

· The exchange offer will expire at 12:00 a.m., New York City time on January 15, 2013, unless we extend the exchange

offer in our sole and absolute discretion.

· You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

· The exchange of old notes for new notes will generally not be a taxable transaction for U.S. federal income tax purposes.

You should see the discussion under the caption "Certain Material U.S. Federal Income Tax Considerations" for more
information.

· We will not receive any proceeds from the exchange offer.

· We issued the old notes in a transaction not requiring registration under the Securities Act, and as a result, their transfer is

restricted. We are making the exchange offer to satisfy your registration rights, as a holder of the old notes.
The New Notes

· The terms of the new notes are substantially identical to those of the old notes, except that the transfer restrictions and

registration rights relating to the old notes do not apply to the new notes.
Resale of New Notes

· We do not intend to apply for listing of the new notes on any securities exchange or in any automated dealer quotation

system.

· There is currently no public market for the new notes.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. We have agreed that, for a period of 180 days following the consummation of this
exchange offer, we will use commercially reasonable efforts to make this prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 10 for a discussion of risks you should consider prior to
tendering your old notes for exchange.
Neither the Securities and Exchange Commission (the "Commission") nor any state securities commission has approved or
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disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is December 11, 2012.
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You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the
trustee has not, authorized anyone to provide you with information different from that contained or incorporated by reference
in this prospectus. We are not, and the trustee is not, making an offer of these securities in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the new notes.
TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
iii
SUMMARY
1

SUMMARY OF THE EXCHANGE OFFER
3

SUMMARY DESCRIPTION OF THE NEW NOTES
8

RISK FACTORS
10
SELECTED HISTORICAL FINANCIAL DATA
13
USE OF PROCEEDS
15
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS
16
THE EXCHANGE OFFER
17
DESCRIPTION OF THE NEW NOTES
24
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
34
PLAN OF DISTRIBUTION
39
LEGAL MATTERS
40
EXPERTS
40
WHERE YOU CAN FIND MORE INFORMATION
40

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In this prospectus, unless the context otherwise requires, references to "we," "us," "our" or "CSC" refer to The Charles Schwab
Corporation, and references to the "Company" mean CSC and its majority-owned subsidiaries.
This prospectus incorporates by reference important business and financial information about us that is not included in or
delivered with this document. Copies of this information are available without charge to any person to whom this prospectus is
delivered, upon written or oral request. Written requests should be sent to:
The Charles Schwab Corporation Office of the Corporate Secretary 211 Main Street San Francisco, California 94105
Email: [email protected]
Oral requests should be made by telephoning (415) 667-1959.
In order to obtain timely delivery, you must request the information no later than five business days before the expiration
date of the exchange offer.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference herein, contains not only historical information but also
forward-looking statements. Forward-looking statements are identified by words such as "believe," "anticipate," "expect," "intend,"
"plan," "will," "may," "estimate," "appear," "aim," "target," "could," 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. While
we are identifying certain forward-looking statements in this section, you should consider all uncertainties and risks throughout this
prospectus and the documents incorporated by reference herein, including those referenced under the section titled "Risk Factors."
These forward-looking statements, which reflect management's beliefs, objectives, and expectations as of the date hereof or, in
the case of any document incorporated by reference, the date of such document, are necessarily estimates based on the best judgment
of the Company's senior management. These statements relate to, among other things:

·
a trading market for the new notes;

·
the Company's ability to pursue its business strategy;

·
the impact of legal proceedings and regulatory matters;

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

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

·
the expected impact of the Federal Reserve's notices of proposed rulemakings;

·
target capital ratios;

·
capital expenditures;

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

·
the impact of changes in the likelihood of indemnification and guarantee payment obligations on the Company's results of

operations;

·
the impact on the Company's results of operations of recording stock option expense; and

·
the launch of the home equity line of credit portion of Charles Schwab Bank's co-branded loan origination program with

Quicken Loans, Inc.
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. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date of this prospectus 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:

·
changes in general economic and financial market conditions;

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

·
adverse developments in litigation or regulatory matters;

·
the extent of any charges associated with litigation and regulatory matters;

·
amounts recovered on insurance policies;

·
the Company's ability to attract and retain clients and grow client assets and relationships;

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·
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 Company's ability to monetize client assets;

·
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 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 level of brokerage client cash balances and deposits from banking clients;

·
the availability and terms of external financing;

·
capital needs;

·
acquisition integration costs;

·
level of expenses;

·
the timing and impact of changes in the Company's level of investments in software, equipment, and leasehold

improvements;

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

·
CSC's ability to maintain favorable ratings from rating agencies.
You should refer to the "Risk Factors" section of this prospectus and to CSC's periodic and current reports filed with the
Commission for specific risks which would 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 the Company's Annual Report on Form 10-K for the year ended
December 31, 2011, which is incorporated by reference in this prospectus.

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SUMMARY
This summary highlights selected information contained in, or incorporated by reference into, this prospectus and does
not contain all of the information that you should consider in making your decision to tender your old notes in this exchange
offer. We encourage you to read this prospectus in its entirety, including the documents incorporated by reference herein,
especially the risks relevant to investing in our new notes discussed under "Risk Factors" contained herein and under "Item
1A. Risk Factors" beginning on page 7 of our Annual Report on Form 10-K for the year ended December 31, 2011
(incorporated by reference herein), 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 "Cautionary Note Regarding Forward-Looking Statements."
The Charles Schwab Corporation
CSC, headquartered in San Francisco, California, was incorporated in 1986 and engages, through its subsidiaries (primarily
located in San Francisco except as indicated), in securities brokerage, banking, and related financial services. At September 30,
2012, CSC had $1.89 trillion in client assets, 8.7 million active brokerage accounts, 1.5 million corporate retirement plan
participants, and 844,000 banking accounts.
Significant business subsidiaries of CSC include:

·
Charles Schwab & Co., Inc. ("Schwab"), which was incorporated in 1971, is a securities broker-dealer with over 300

domestic branch offices in 45 states, as well as a branch in each of the Commonwealth of Puerto Rico and London,
U.K., 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,

which are referred to as the Schwab Funds®, and for Schwab's exchange-traded funds, which are 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 brokerage accounts including some with check-writing features, debit card, and billpay;
individual retirement accounts; retirement plans for small to large businesses; 529 college savings accounts; designated

brokerage accounts; equity incentive plan accounts; and margin loans, as well as access to fixed income securities,
equity and debt offerings, options, and futures;

·
Banking--checking accounts linked to brokerage accounts, savings accounts, certificates of deposit, demand deposit

accounts, first mortgages, home equity lines of credit, and personal loans collateralized by securities;

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

·
Advice solutions--separately managed accounts, customized personal advice for tailored portfolios, and specialized

planning and full-time portfolio management;

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

Mutual Fund OneSource® service, proprietary mutual funds from two fund families --Schwab Funds® and Laudus
Funds®, other third-party mutual funds, and mutual fund trading and clearing services to broker-dealers; and

·
Exchange-traded funds (ETFs)--third-party and proprietary ETFs, as well as separately managed portfolios of ETFs.

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These products, and the Company's full array of investing services, are made available through its two segments--Investor
Services and Institutional Services.
Investor Services
Through the Investor Services segment, the Company provides retail brokerage and banking services to individual investors.
The Company offers research, analytic tools, performance reports, market analysis, and educational material to all clients.
Clients looking for more guidance have access to online portfolio planning tools, 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.
Institutional Services
Through the Institutional Services segment, Schwab provides custodial, trading, technology, practice management, trust
asset, and other support services to independent investment advisors (IAs). To attract and serve IAs, Institutional Services has a
dedicated sales force and service teams assigned to meet their needs.
The Institutional Services segment also provides retirement plan recordkeeping and related services, retirement plan trust
and custody services, specialty brokerage services, and mutual fund clearing services, and supports the availability of Schwab
proprietary investment funds on third-party platforms. The Company serves a range of employer sponsored plans: equity
compensation plans, defined contribution plans, defined benefit plans, nonqualified deferred compensation plans and other
employee benefit plans.
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.

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SUMMARY OF THE EXCHANGE OFFER
The old notes were initially issued on August 27, 2012 and August 29, 2012 in a private offering pursuant to Rule 144A and
Regulation S under the Securities Act in which notes issued by CSC in 2009 and due in 2014 were exchanged for the old notes
and cash.

Old Notes
3.225% Notes due 2022, which were issued on August 27, 2012 and August 29,
2012.

New Notes
3.225% Notes due 2022, the issuance of which has been registered under the
Securities Act. The terms of the new notes are substantially identical to those of
the old notes, except that the transfer restrictions and registration rights relating
to the old notes do not apply to the new notes.

Exchange Offer for Notes
We are offering to issue up to $256,405,000 aggregate principal amount of the
new notes in exchange for a like principal amount of the old notes to satisfy our
obligations under the registration rights agreement that was executed on the date
of initial issuance of the old notes. Old notes tendered must be in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Expiration Date; Tenders
The exchange offer will expire at 12:00 a.m., New York City time, on
January 15, 2013, unless extended in our sole and absolute discretion. By
tendering your old notes, you represent to us that:

· you are not our "affiliate," as defined in Rule 405 under the Securities Act;

· any new notes you receive in the exchange offer are being acquired by you in

the ordinary course of your business;

· neither you nor anyone receiving new notes from you, has any arrangement or

understanding with any person to participate in a distribution, as defined in
the Securities Act, of the new notes; or

· if you are a broker-dealer, you will receive the new notes for your own
account in exchange for old notes that were acquired by you as a result of
your market-making or other trading activities and you will deliver a

prospectus in connection with any resale of the new notes you receive. For
further information regarding resales of the new notes by participating broker-
dealers, see the discussion under the caption "Plan of Distribution."

You will not be entitled to participate in the exchange offer if you are not able to

make the representations set forth above.

Withdrawal; Non-Acceptance
You may withdraw any old notes tendered in the exchange offer at any time prior
to 12:00 a.m., New York City time, on January 15, 2013, (the "expiration date").
If we decide for any reason not to accept any old notes tendered for exchange,
the old notes will be returned to the registered holder at our expense promptly
after the expiration or termination of the exchange offer. In the case of the old

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notes tendered by book-entry transfer into the exchange agent's account at The
Depository Trust Company ("DTC"), any withdrawn or unaccepted old notes
will be credited to the tendering holder's account at DTC. For further

information regarding the withdrawal of tendered old notes, see "The Exchange
Offer--Terms of the Exchange Offer; Period for Tendering Old Notes" and the
"The Exchange Offer--Withdrawal Rights."

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, which we may waive.
See the discussion below under the caption "The Exchange Offer--Conditions
to the Exchange Offer" for more information regarding the conditions to the
exchange offer.

Procedures for Tendering the Old Notes
You must do one of the following on or prior to the expiration of the exchange
offer to participate in the exchange offer:

· tender your old notes by sending the certificates for your old notes, in proper
form for transfer, a properly completed and duly executed letter of transmittal,
with any required signature guarantees, and all other documents required by

the letter of transmittal, to the Bank of New York Mellon Trust Company,
N.A. as exchange agent, at the address listed below under the caption "The
Exchange Offer--Exchange Agent;" or

· tender your old notes by using the book-entry transfer procedures described
below and transmitting a properly completed and duly executed letter of
transmittal, with any required signature guarantees, or an agent's message
instead of the letter of transmittal, to the exchange agent. In order for a
book-entry transfer to constitute a valid tender of your old notes in the
exchange offer, the Bank of New York Mellon Trust Company, N.A., as

exchange agent, must receive a confirmation of book-entry transfer of your
old notes into the exchange agent's account at DTC prior to the expiration of
the exchange offer. For more information regarding the use of book-entry
transfer procedures, including a description of the required agent's message,
see the discussion below under the caption "The Exchange Offer--
Book-Entry Transfers."

Special Procedures for Beneficial Owners
If you are a beneficial owner whose old notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and you wish
to tender your old notes in the exchange offer, you should promptly contact the
person in whose name the old notes are registered and instruct that person to
tender on your behalf. If you wish to tender in the exchange offer on your own
behalf, prior to completing and executing the letter of transmittal and delivering
your old notes, you must either make appropriate arrangements to register
ownership of the old notes in your name or obtain a properly completed bond
power from the person in whose name the old notes are registered.

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