Obligation Charles Schwab & Co. 3% ( US808513AL92 ) en USD

Charles Schwab & Co.

100 % ▲

Etas-Unis

US808513AL92 ( en USD )

3% par an ( paiement semestriel )

10/03/2025 - Obligation échue

Prospectus brochure de l'obligation Charles Schwab US808513AL92 en USD 3%, échue

2 000 USD

375 000 000 USD

808513AL9

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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 US808513AL92, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/03/2025

L'Obligation émise par Charles Schwab & Co. ( Etas-Unis ) , en USD, avec le code ISIN US808513AL92, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Charles Schwab & Co. ( Etas-Unis ) , en USD, avec le code ISIN US808513AL92, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-200939
Calculation of registration fee

Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
1.500% Senior Notes due 2018

$625,000,000

$72,625
3.000% Senior Notes due 2025

$375,000,000

$43,575
Total

$1,000,000,000
$116,200

(1)
The filing fee 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)
$1,000,000,000

The Charles Schwab Corporation
$625,000,000 1.500% Senior Notes due 2018
$375,000,000 3.000% Senior Notes due 2025
The Charles Schwab Corporation ("CSC") will offer $625,000,000 aggregate principal amount of 1.500% Senior Notes due 2018 (the "2018
notes") and $375,000,000 aggregate principal amount of 3.000% Senior Notes due 2025 (the "2025 notes").
CSC refers to the 2018 notes and 2025 notes in this prospectus supplement as the "notes." The 2018 notes will mature on March 10, 2018, and the
2025 notes will mature on March 10, 2025. The 2018 notes will pay interest at 1.500% per annum, and the 2025 notes will pay interest at 3.000%
per annum. Interest on the notes will be paid each March 10 and September 10, commencing on September 10, 2015. The notes will be senior
unsecured obligations of CSC, ranking equally with all of CSC's other unsecured senior indebtedness.
Prior to February 8, 2018 (one month prior to the maturity date), CSC may redeem some or all of the 2018 notes at any time at the applicable
make-whole redemption price, as described under "Description of the notes -- Optional redemption." On or after February 8, 2018 (one month
prior to the maturity date), CSC may redeem some or all of the 2018 notes at any time at a redemption price equal to 100% of the principal amount
of the 2018 notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date, as described under "Description of the
notes -- Optional redemption."
Prior to December 10, 2024 (three months prior to the maturity date), CSC may redeem some or all of the 2025 notes at any time at the applicable
make-whole redemption price, as described under "Description of the notes--Optional redemption." On or after December 10, 2024 (three months
prior to the maturity date), CSC may redeem some or all of the 2025 notes at any time at a redemption price equal to 100% of the principal amount
of the 2025 notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date, as described under "Description of the
notes -- Optional redemption."
CSC does not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated dealer quotation
system. Currently, there is no public market for the notes.
Investing in the notes involves risk. See "Risk factors" beginning on page S-6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
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These notes are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. These notes are not savings accounts,
deposits or other obligations of any bank.

Underwriting Discount

Price to Public(1)

or Commission

Proceeds to CSC

Per Note
Total

Per Note
Total

Per Note
Total

2018 Notes

99.874%
$624,212,500
0.35%
$2,187,500
99.524%
$622,025,000
2025 Notes

99.580%
$373,425,000
0.65%
$2,437,500
98.930%
$370,987,500

Combined Total

$997,637,500

$4,625,000

$993,012,500

(1) Plus accrued interest, if any, from March 10, 2015 if settlement occurs after that date.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of
its participants, including Euroclear Bank, S.A./N.V. and Clearstream Banking, société anonyme, and its indirect participants, against payment in
New York, New York on or about March 10, 2015.
Joint Book-Running Managers

Citigroup
Goldman, Sachs & Co.
Wells Fargo Securities

Co-Managers

BofA Merrill Lynch

BNY Mellon Capital Markets, LLC
Credit Suisse
J.P. Morgan

PNC Capital Markets LLC

US Bancorp
March 3, 2015
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
About this prospectus supplement
S-i
Where you can find more information
S-ii
Forward-looking statements
S-iii
Summary
S-1
The offering
S-3
Risk factors
S-6
Ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred stock dividends
S-8
Use of proceeds
S-9
Capitalization
S-10
Description of the notes
S-11
United States federal income tax consequences
S-15
Certain ERISA considerations
S-19
Underwriting (conflicts of interest)
S-21
Notice to investors
S-24
Legal matters
S-27
Experts
S-27
Prospectus

Page
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
USE OF PROCEEDS

5
ERISA MATTERS

5
DESCRIPTION OF DEBT SECURITIES

7
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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
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the price per note, interest rate, maturity
date, aggregate principal amount and certain other terms of this offering. The second part is the prospectus, which describes more general
information, some of which may not apply to this offering. You should read this prospectus supplement and the accompanying prospectus, together
with additional information described under "Where you can find more information" in this prospectus supplement.
References in this prospectus supplement to "we," "us," "our" and "CSC" mean The Charles Schwab Corporation. References in this
prospectus supplement to the "Company" mean CSC and its majority-owned subsidiaries.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus,
you should rely on the information set forth in this prospectus supplement.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectus relating to the notes issued hereby prepared by or on behalf of CSC at the time of pricing. No one is
authorized to give information other than that contained herein and therein. This prospectus supplement may be used only for the purpose for
which it has been prepared. CSC has not, and the underwriters have not, authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it.
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. CSC is not, and
the underwriters are not, making an offer to sell these notes in any jurisdiction where the offer or sale is not permitted. You should not assume that
the information appearing in this prospectus supplement and the accompanying prospectus or any document incorporated by reference is accurate
as of any date other than the date of the applicable document. CSC's business, financial condition, results of operations and prospects may have
changed since that date. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer or solicitation on CSC's behalf or
on behalf of the underwriters to subscribe for and purchase any of the notes, and may not be used for or in connection with an offer or solicitation
by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer
or solicitation.

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WHERE YOU CAN FIND MORE INFORMATION
CSC files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (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 and accompanying prospectus.
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This prospectus supplement and accompanying prospectus incorporates by reference the documents listed below:

· Annual Report on Form 10-K for the fiscal year ended December 31, 2014;

· Current Reports on Form 8-K filed on December 16, 2014 and February 3, 2015 and the amendment on Form 8-K/A filed on

December 18, 2014; and

· Definitive Proxy Statement on Schedule 14A filed on March 28, 2014 (portion thereof incorporated by reference in Part III of Annual

Report on Form 10-K for the fiscal year ended December 31, 2013 only).
In addition, CSC also incorporates by reference additional documents that it files with the SEC under Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), between the date of this prospectus supplement and the date of the
termination of this offering.
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-ii
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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference, contain not only historical
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 Exchange Act. 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. These statements, which may be
expressed in a variety of ways, including the use of future or present tense language, refer to future events. 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 debt offering;

· the ratings for the notes;

· trading markets for the notes;

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

· the expected impact of the new regulatory capital and liquidity coverage ratio ("LCR") rules;

· 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;

· target capital and debt ratios;

· capital expenditures;

· the impact of the revised underwriting criteria on the credit quality of the Company's mortgage portfolio;

· 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 other risks and uncertainties described in this prospectus supplement.
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
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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.
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;

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

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

Intelligent PortfoliosTM;

· 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;

· investment, structural and capital adjustments made by the Company in connection with the new LCR rule;

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

· the extent to which past performance of the Company's mortgage portfolio is indicative of future performance;

· 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 and management;

· timing and amount of severance and other costs related to reducing the Company's San Francisco footprint;

· the Company's ability to manage expense;

· regulatory guidance;

· the level of client assets, including cash balances;

· competitive pressures on rates and fees;

· acquisition integration costs;

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

equipment relating to its information technology systems;

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

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

· CSC's ability to maintain favorable ratings from rating agencies.
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 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 CSC's Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference into this
prospectus supplement and accompanying prospectus.

S-iv
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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 notes. You
should read this entire prospectus supplement and accompanying prospectus, including the documents incorporated by reference, especially
the risks relevant to investing in the notes discussed under "Risk factors" contained herein and under "Item 1A. -- Risk Factors" beginning
on page 7 of CSC's Annual Report on Form 10-K for the year ended December 31, 2014, 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
The Charles Schwab Corporation, headquartered in San Francisco, California, was incorporated in 1986 and engages, through its
subsidiaries (together referred to as the Company, and located in San Francisco except as indicated), in wealth management, securities
brokerage, banking, money management, and financial advisory services. At December 31, 2014, the Company had $2.46 trillion in client
assets, 9.4 million active brokerage accounts ,
(a) 1.4 million corporate retirement plan participants, and 985,000 banking accounts. CSC is a
savings and loan holding company.
Significant business subsidiaries of CSC include:

· Charles Schwab & Co., Inc. ("Schwab"), which was incorporated in 1971, is a securities broker-dealer with over 325 domestic branch

offices in 45 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. ("CSIM"), which is the investment advisor for Schwab's proprietary mutual funds,

referred to as the Schwab Funds®, and Schwab's exchange-traded funds, 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; 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;

· 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;

· Exchange-traded funds (ETFs) -- third-party and proprietary ETFs, including Schwab ETFs, Schwab ETF OneSourceTM, and

separately managed portfolios of ETFs;

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

full-time portfolio management;

(a)
Accounts with balances or activity within the preceding eight months.

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

lien residential real estate mortgage loans (First Mortgages), home equity loans and lines of credit (HELOCs), personal loans and
entity lending collateralized by securities; and

· Trust -- trust custody services, personal trust reporting services, and administrative trustee services.
These products, and the Company's full array of investing services, are made available through its two segments -- Investor Services
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and Advisor Services.
Investor Services
Through the Investor Services segment, the Company provides retail brokerage and banking services to individual investors. The
Company offers research, analysis 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.
The Investor Services segment also includes the Retirement Plan Services, Corporate Brokerage Services, Stock Plan Services, and
Compliance Solutions 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. Corporate Brokerage Services provides
specialty brokerage-related services to corporate clients through its Corporate Brokerage Retirement Services business and mutual fund
clearing services to banks, brokerage firms and trust companies, and also offers proprietary mutual funds, ETFs, collective trust funds, and
investment management outside the Company to institutional channels. 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. Corporate Brokerage Retirement Services serves independent recordkeepers seeking a
custodian for retirement plan assets.
Advisor Services
Through the Advisor Services segment, the Company provides custodial, trading, and support services to independent investment
advisors.
The Advisor Services segment also includes the Retirement Business Services business unit. 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.

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.

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THE OFFERING

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

Securities offered
1.500% Senior Notes due 2018 and
3.000% Senior Notes due 2025

Aggregate principal amount
$625,000,000 for the 2018 notes and
$375,000,000 for the 2025 notes

Ranking
The notes will be CSC's senior unsecured obligations.

Issue price
99.874% for the 2018 notes and
99.580% for the 2025 notes

Interest rate
The 2018 notes will bear interest at a fixed rate of 1.500% per annum, and the 2025
notes will bear interest at a fixed rate of 3.000% per annum.

Interest payments
Interest will be paid each March 10 and September 10, commencing on September 10,
2015.

Maturity date
The 2018 notes will mature on March 10, 2018, and the 2025 notes will mature on
March 10, 2025.

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Original issue date
March 10, 2015

Use of proceeds
CSC intends to use the net proceeds from this issuance of the notes, which are
expected to be approximately $990.9 million after underwriting discounts or
commissions and estimated offering expenses, for general corporate purposes,
including to purchase securities to augment CSC's liquidity position.

Optional redemption
Prior to February 8, 2018 (one month prior to the
maturity date), CSC may redeem some or all of the 2018 notes at any time at the
applicable make-whole redemption price, as described under "Description of the notes
-- Optional redemption."

On or after February 8, 2018 (one month prior to the maturity date), CSC may redeem
some or all of the 2018 notes at any time at a redemption price equal to 100% of the

principal amount of the 2018 notes to be redeemed plus accrued and unpaid interest to,
but not including, the redemption date, as described under "Description of the notes --
Optional redemption."

Prior to December 10, 2024 (three months prior to the maturity date), CSC may
redeem some or all of the 2025 notes at any time at the applicable make-whole

redemption price, as described under "Description of the notes -- Optional
redemption."

On or after December 10, 2024 (three months prior to the maturity date), CSC may

redeem some or all of the 2025 notes at any time at a redemption price equal to 100%
of the principal amount of the 2025 notes to be redeemed plus accrued and

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unpaid interest to, but not including, the redemption date, as described under

"Description of the notes -- Optional redemption."

Certain covenants
The indenture governing the notes will limit CSC's ability to merge, consolidate, sell
or otherwise dispose of all or substantially all of its assets. In addition, it will limit the
ability of CSC and its subsidiaries to incur liens. See "Description of Debt Securities
-- Merger, Consolidation, Sale, Lease or Conveyance" in the accompanying
prospectus and "Description of the notes -- Limitations on liens" in this prospectus
supplement.

The indenture governing the notes will not limit the ability of CSC or any of its

subsidiaries to incur additional debt or other liabilities.

Listing
The notes will not be listed on any securities exchange or included in any automated
dealer quotation system.

No prior markets
The notes will be new securities for which there are no existing trading markets.
Although the underwriters have informed CSC that they currently intend to make
markets in the notes, they are not obligated to do so, and they may discontinue market-
making activities at any time without notice. CSC cannot assure you that active or
liquid markets for the notes will develop or be maintained.

Denominations
$2,000 and any integral multiple of $1,000 in excess thereof.

Forms of notes
The 2018 notes and the 2025 notes will be issued in fully registered form and will each
be represented by one or more global securities registered in the name of a nominee of
The Depository Trust Company, as depositary ("DTC").

Additional notes
CSC may in the future create and issue additional notes having the same terms and
conditions as either series of notes offered by this prospectus supplement, except for
any differences in the issue date, price to public, the initial interest payment date (if
applicable) and interest accrued prior to the issue date of the additional notes, as
described under "Description of the notes -- Additional notes."
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Trustee and paying agent
The Bank of New York Mellon Trust Company, N.A.

Governing law
California

Risk factors
Investment in the notes involves risks. You should carefully consider the information
set forth in the section of this prospectus supplement entitled "Risk factors" beginning
on page S-6, as well as other information included in or incorporated by reference into
this prospectus supplement and the accompanying prospectus before deciding whether
to invest in the notes.

Conflicts of interest
Our subsidiary, Schwab, is a member of the Financial Industry Regulatory Authority,
Inc. ("FINRA") and may participate as a

S-4
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dealer in this offering and, therefore, will be deemed to have a "conflict of interest"
within the meaning of FINRA Rule 5121. Consequently, this offering is being made in

compliance with the provisions of Rule 5121. Schwab will not confirm sales to
discretionary accounts without the prior written approval of the customer.

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RISK FACTORS
Your investment in the notes involves certain risks. You should consult with your own financial and legal advisers as to the risks involved in
an investment in the notes and to determine whether the notes are a suitable investment for you. The notes may not be a suitable investment for you
if you are unsophisticated about debt securities. Before investing in the notes, you should carefully consider, among other matters, the risk factors
below and information set forth under the heading "Item 1A. -- Risk Factors" in CSC's Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, as such discussion may be amended or updated in other reports filed by us with the SEC, and which are incorporated by
reference into this prospectus supplement and accompanying prospectus.
Risks relating to the notes
The notes will not be insured by the Federal Deposit Insurance Corporation or guaranteed by any of CSC's subsidiaries. The notes will be
structurally subordinated to the debt and other liabilities of CSC's subsidiaries, which means that creditors of CSC's subsidiaries will be paid
from their assets before holders of the notes would have any claims to those assets.
The notes are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. The notes will
be obligations of CSC only and will not be guaranteed by any of its subsidiaries. The notes will be structurally subordinated to all debt and other
liabilities of CSC's subsidiaries (including liabilities to trade creditors), which means that creditors of CSC's subsidiaries will be paid from their
assets before holders of the notes would have any claims to those assets.
The price at which you will be able to sell your notes prior to maturity will depend on a number of factors and may be substantially less than
the amount you originally invest.
CSC believes that the value of the notes in any secondary markets will be affected by the supply and demand of the notes, the interest rate
and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or
magnified by the effect of another factor. The following paragraphs describe what CSC expects to be the impact on the market value of the notes of
a change in a specific factor, assuming all other conditions remain constant.
United States Interest Rates. CSC expects that the market value of the notes will be affected by changes in United States interest rates. In
general, if United States interest rates increase, the market value of the notes may decrease.
CSC's Credit Ratings, Financial Condition and Results. Actual or anticipated changes in CSC's credit ratings or financial condition may
affect the market value of the notes.
CSC wants you to understand that the impact of one of the factors above, such as an increase in United States interest rates, may offset some
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or all of any change in the market value of the notes attributable to another factor, such as an improvement in CSC's credit ratings.
You may not be able to sell your notes if active trading markets for the notes do not develop.
The notes constitute new issues of securities, for which there are no existing trading markets. In addition, CSC does not intend to apply to list
the notes on any securities exchange. CSC cannot provide you with any assurance regarding whether trading markets for the notes will develop, the
ability of holders of the notes to sell their notes or the price at which holders may be able to sell their notes. The underwriters have advised CSC
that they currently intend to make markets in the notes. The underwriters, however, are not obligated to do so, and any market-making activity
with respect to the notes may be discontinued at any time without notice. If no active trading markets develop, you may be unable to resell the
notes at any price or at their fair market value or at all.

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In addition to CSC's creditworthiness, many factors affect the trading market for, and trading value of, your notes. These factors include:

· the method of calculating the principal and interest in respect of your notes;

· the time remaining to the maturity of your notes;

· the outstanding amount of notes relative to your notes; and

· the level, direction and volatility of market interest rates generally.
There may be a limited number of buyers when you decide to sell your notes. This may affect the price you receive for your notes or your
ability to sell your notes at all. You should not purchase any notes unless you understand and are able to bear the risk that the notes may not be
readily saleable, that the value of the notes will fluctuate over time and that these fluctuations may be significant.
In addition, if your investment activities are subject to laws and regulations governing investments, you may not be able to invest in certain
types of notes or your investment in them may be limited. You should review and consider any applicable restrictions before investing in the notes.
CSC's credit ratings may not reflect all risks of an investment in the notes.
The credit ratings assigned to the notes may not reflect the potential impact of all risks related to structure and other factors on any trading
market, if any, for, or trading value of, your notes. In addition, real or anticipated changes in CSC's credit ratings will generally affect any trading
market, if any, for, or trading value of, your notes. Accordingly, you should consult your own financial and legal advisors as to the risks entailed
by an investment in the notes and the suitability of investing in the notes in light of your particular circumstances.
There are limited covenants in the senior debt indenture.
Neither CSC nor any of its subsidiaries is restricted from incurring additional debt or other liabilities, including additional senior debt, under
the senior debt indenture. If CSC incurs additional debt or liabilities, its ability to pay its obligations on the notes could be adversely affected. CSC
expects that it will from time to time incur additional debt and other liabilities. In addition, CSC is not restricted under the senior debt indenture
from granting security interests over its assets, except to the extent described under "Description of the notes -- Limitations on liens" in this
prospectus supplement, or from paying dividends or issuing or repurchasing its securities.
In addition, there are no financial covenants in the senior debt indenture. You are not protected under the senior debt indenture in the event of
a highly leveraged transaction, reorganization, a default under CSC's existing indebtedness, restructuring, merger or similar transaction that may
adversely affect you, except to the extent described under "Description of Debt Securities -- Merger, Consolidation, Sale, Lease or Conveyance"
included in the accompanying prospectus.
Redemption may adversely affect your return on the notes.
CSC has the right to redeem some or all of the notes prior to maturity, as described under "Description of the notes -- Optional redemption"
in this prospectus supplement. CSC may redeem the notes at times when prevailing interest rates may be relatively low. Accordingly, you may not
be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes.

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Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
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