Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations



INTRODUCTION

The Charles Schwab Corporation (CSC) is a savings and loan holding company and
engages, through its subsidiaries, in wealth management, securities brokerage,
banking, asset management, custody, and financial advisory services.

Principal business subsidiaries of CSC include the following:

Charles Schwab & Co., Inc. (CS&Co), a securities broker-dealer;

Charles Schwab Bank, SSB (CSB), our principal banking entity; and

Charles Schwab Investment Management, Inc. (CSIM), the investment advisor

for Schwab's proprietary mutual funds (Schwab Funds®) and for Schwab's

exchange-traded funds (Schwab ETFs™).

Unless otherwise indicated, the terms "Schwab," "the Company," "we," "us," or "our" mean CSC together with its consolidated subsidiaries.



Schwab provides financial services to individuals and institutional clients
through two segments - Investor Services and Advisor Services. The Investor
Services segment provides retail brokerage and banking services to individual
investors, and retirement plan services, as well as other corporate brokerage
services, to businesses and their employees. The Advisor Services segment
provides custodial, trading, banking, and support services, as well as
retirement business services, to independent registered investment advisors
(RIAs), independent retirement advisors, and recordkeepers.
Schwab was founded on the belief that all Americans deserve access to a better
investing experience. Although much has changed in the intervening years, our
purpose remains clear - to champion every client's goals with passion and
integrity. Guided by this purpose and our vision of creating the most trusted
leader in investment services, management has adopted a strategy described as
"Through Clients' Eyes."

This strategy emphasizes placing clients' perspectives, needs, and desires at
the forefront. Because investing plays a fundamental role in building financial
security, we strive to deliver a better investing experience for our clients -
individual investors and the people and institutions who serve them - by
disrupting longstanding industry practices on their behalf and providing
superior service. We also aim to offer a broad range of products and solutions
to meet client needs with a focus on transparency, value, and trust. In
addition, management works to couple Schwab's scale and resources with ongoing
expense discipline to keep costs low and ensure that products and solutions are
affordable as well as responsive to client needs. In combination, these are the
key elements of our "no trade-offs" approach to serving investors. We believe
that following this strategy is the best way to maximize our market valuation
and stockholder returns over time.

Management estimates that investable wealth in the United States (U.S.)
(consisting of assets in defined contribution, retail wealth management and
brokerage, and registered investment advisor channels, along with bank deposits)
currently exceeds $45 trillion, which means the Company's $4.11 trillion in
client assets leaves substantial opportunity for growth. Our strategy is based
on the principle that developing trusted relationships will translate into more
assets from both new and existing clients, ultimately driving more revenue, and
along with expense discipline and thoughtful capital management, will generate
earnings growth and build long-term stockholder value.

This Management's Discussion and Analysis should be read in conjunction with our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (2019
Form 10-K).

On our website, https://www.aboutschwab.com, we post the following filings after
they are electronically filed with or furnished to the Securities and Exchange
Commission (SEC): annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and any amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934. In addition, the website also includes the Dodd-Frank stress test results,
our regulatory capital disclosures based on Basel III, and our quarterly average
liquidity coverage ratio (LCR). The SEC maintains a website at
https://www.sec.gov that contains reports, proxy statements, and other
information that we file electronically with them.

                                     - 1 -
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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on Form 10-Q
contains "forward-looking statements" within the meaning of Section 27A of the
Securities Act, and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are identified by words such as "believe,"
"anticipate," "expect," "intend," "plan," "will," "may," "estimate," "appear,"
"could," "would," "expand," "aim," "maintain," 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, are estimates based on the
best judgment of Schwab's senior management. These statements relate to, among
other things:
•      Maximizing our market valuation and stockholder returns over time; our

belief that developing trusted relationships will translate into more

client assets which drives revenue and, along with expense discipline and

thoughtful capital management, generates earnings growth and builds

stockholder value (see Introduction in Part I, Item 2);

• Impacts related to the coronavirus (COVID-19) pandemic (see Overview);

• Pending TD Ameritrade acquisition, including status and anticipated

closing; expected benefits from recently completed transactions (see

Overview, Capital Management, and Commitments and Contingencies in Part I,

Item 1, Financial Information - Notes to Condensed Consolidated Financial

Statements (Item 1) - Note 10);

• Objective for amount of deposits held in excess reserves at the Federal

Reserve (see Results of Operations);

• Net interest margin compression and net interest revenue; money market

fund fee waivers (see Results of Operations);

• 2020 capital expenditures (see Results of Operations);

• The phase-out of the use of LIBOR (see Risk Management);




•      Sources of capital; Tier 1 Leverage Ratio operating objective (see Risk
       Management - Capital Management);


•      The expected impact of new accounting standards not yet adopted (see
       Summary of Significant Accounting Policies in Item 1 - Note 2);

• Credit quality metrics and performance of the bank loans portfolios (see


       Bank Loans and Related Allowance for Credit Losses in Item 1 - Note 6);

• The likelihood of indemnification and guarantee payment obligations (see

Commitments and Contingencies in Item 1 - Note 10); and

• The impact of legal proceedings and regulatory matters (see Commitments


       and Contingencies in Item 1 - Note 10 and Legal Proceedings in Part II,
       Item 1).



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 Quarterly
Report on Form 10-Q 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:
•      General market conditions, including equity valuations, trading activity,
       the level of interest rates - which can impact money market fund fee
       waivers, and credit spreads;

• Our ability to attract and retain clients, develop trusted relationships,

and grow client assets;

• Client use of our advisory solutions and other products and services;

• The level of client assets, including cash balances;

• Competitive pressure on pricing, including deposit rates;

• Client sensitivity to interest rates;

• Regulatory guidance;

• Capital and liquidity needs and management;

• Our ability to manage expenses;

• Our ability to develop and launch new and enhanced products, services, and

capabilities, as well as enhance our infrastructure, in a timely and

successful manner;

• Our ability to monetize client assets;




•      The scope and duration of the COVID-19 pandemic and actions taken by
       governmental authorities to contain the spread of the virus and the
       economic impact;

• The company's ability to support client activity levels;

• Failure of the parties to satisfy the closing conditions in the agreement

for the pending acquisition of TD Ameritrade in a timely manner or at all,

including regulatory approvals, and the implementation of integration


       plans;



                                     - 2 -

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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)

• Disruptions to the parties' businesses as a result of the announcement and

pendency of the TD Ameritrade acquisition;

• The risk that expected revenue, expense and other synergies and benefits

from acquisitions may not be fully realized or may take longer to realize


       than expected;


•      Timing and ability to invest amounts held in excess reserves at the
       Federal Reserve into higher yielding investments in the company's bank
       securities portfolio;


• Client cash allocations;


• LIBOR trends;


• The availability and terms of external financing;

• The timing of campus expansion work and technology projects;

• Adverse developments in litigation or regulatory matters and any related

charges; and

• Potential breaches of contractual terms for which we have indemnification

and guarantee obligations.





Certain of these factors, as well as general risk factors affecting the Company,
are discussed in greater detail in Part I - Item 1A - Risk Factors in the 2019
Form 10-K.

                                     - 3 -
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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


OVERVIEW

Management focuses on several client activity and financial metrics in evaluating Schwab's financial position and operating performance. Results for the second quarter and first six months of 2020 and 2019 are:


                                       Three Months Ended                       Six Months Ended
                                            June 30,            Percent             June 30,          Percent
                                       2020          2019        Change        2020          2019      Change
Client Metrics
Net new client assets (in
billions) (1)                      $   137.4      $    37.2       N/M      $   210.6      $    88.9     137 %
Core net new client assets (in
billions)                          $    46.6      $    37.2        25 %    $   119.8      $    88.9      35 %
Client assets (in billions, at
quarter end)                       $ 4,110.1      $ 3,702.4        11 %
Average client assets (in
billions)                          $ 3,849.7      $ 3,631.1         6 %    $ 3,884.2      $ 3,548.4       9 %
New brokerage accounts (in
thousands) (2)                         1,652            386       N/M          2,261            772     193 %
Active brokerage accounts (in
thousands, at quarter end)            14,107         11,967        18 %
Assets receiving ongoing advisory
services (in billions,
at quarter end)                    $ 2,092.7      $ 1,938.2         8 %
Client cash as a percentage of
client assets (at quarter end)          13.6 %         10.9 %
Company Financial Information and
Metrics
Total net revenues                 $   2,450      $   2,681        (9 )%   $   5,067      $   5,404      (6 )%
Total expenses excluding interest      1,562          1,445         8 %        3,132          2,904       8 %
Income before taxes on income            888          1,236       (28 )%       1,935          2,500     (23 )%
Taxes on income                          217            299       (27 )%         469            599     (22 )%
Net income                               671            937       (28 )%       1,466          1,901     (23 )%
Preferred stock dividends and
other                                     50             50         -             88             89      (1 )%
Net income available to common
stockholders                       $     621      $     887       (30 )%   $   1,378      $   1,812     (24 )%
Earnings per common share -
diluted                            $     .48      $     .66       (27 )%   $    1.07      $    1.35     (21 )%
Net revenue growth from prior year        (9 )%           8 %                     (6 )%          11 %
Pre-tax profit margin                   36.2 %         46.1 %                   38.2 %         46.3 %
Return on average common
stockholders' equity (annualized)         10 %           19 %                     12 %           20 %
Expenses excluding interest as a
percentage of average client
assets (annualized)                     0.16 %         0.16 %                   0.16 %         0.17 %
Consolidated Tier 1 Leverage Ratio
(at quarter end)                         5.9 %          7.3 %
Non-GAAP Financial Measures (3)
Adjusted total expenses (4)        $   1,469      $   1,435                $   2,996      $   2,886
Adjusted diluted EPS               $     .54      $     .67                $    1.14      $    1.36
Return on tangible common equity          12 %           21 %                     15 %           22 %


(1) The second quarter and first six months of 2020 include inflows of $79.9
billion related to the acquisition of the assets of USAA's Investment Management
Company (USAA-IMCO) and $10.9 billion from a mutual fund clearing services
client.
(2) The second quarter and first six months of 2020 include 1.1 million new
brokerage accounts related to the acquisition of assets from USAA-IMCO.
(3) See Non-GAAP Financial Measures for further details and a reconciliation of
such measures to GAAP reported results.
(4) Adjusted total expenses is a non-GAAP financial measure adjusting total
expenses excluding interest. See Non-GAAP Financial Measures.
N/M Not meaningful.

During the second quarter and first half of 2020, the ongoing health crisis of
the COVID-19 pandemic and its effects continued to dominate the macroeconomic
environment, resulting in a contracting U.S. economy, and sustained pressures on
interest rates. Throughout this challenging time, the Company continued to
operate without significant client disruption, and we continued to move forward
on important operating initiatives, including multiple acquisitions. Schwab's
focus on clients remains, even as almost 95% of our employees continued to work
remotely throughout the second quarter.

During the second quarter of 2020, we gathered $137.4 billion in net new assets,
with core net new assets totaling $46.6 billion before including the effects of
the USAA-IMCO acquisition and a large mutual fund clearing inflow. Aided by
ongoing client engagement and an extended tax-filing season, our year-to-date
core net new assets reached $119.8 billion, representing a 6%

                                     - 4 -
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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


annualized organic growth rate. Strong client trading activity continued during
the second quarter, as daily average trades were 1.6 million in both the second
quarter and first half of 2020, up 126% and 112%, respectively, from the same
periods in 2019. Active brokerage accounts grew 18% from June 30, 2019 and
totaled 14.1 million at June 30, 2020, inclusive of 1.1 million USAA accounts
added to our platform upon closing in May of 2020. Growth in equity market
valuations during the second quarter, along with our ongoing asset-gathering and
approximately $80 billion in client assets transferred from USAA, helped push
total client assets to $4.11 trillion at June 30, 2020, up 11% from June 30,
2019.

Schwab's net income totaled $671 million and $1.5 billion in the second quarter
and first half of 2020, respectively, representing decreases of 28% and 23% from
the comparable periods in the prior year. Diluted earnings per common share
(EPS) in the second quarter and first half of 2020 were $.48 and $1.07,
respectively, declining 27% and 21% from the same periods in 2019. Adjusted
diluted EPS(1), which excludes acquisition and integration-related costs,
amortization of acquired intangible assets, and related income tax effects, were
$.54 and $1.14 for the second quarter and first six months of 2020,
respectively, down from $.67 and $1.36 from the same periods in the prior year.

Total net revenues were $2.5 billion and $5.1 billion in the second quarter and
first half of 2020, declining 9% and 6%, respectively, from the comparable
periods in 2019, due primarily to lower net interest revenue. Lower net
investment yields driven by the Federal Reserve's dramatic monetary easing in
2020 outweighed growth in client cash balances held at our bank and
broker-dealer subsidiaries, which led to declines in net interest revenue of 14%
and 10% in the second quarter and first half of 2020, respectively, compared
with the same periods in 2019. Asset management and administration fees grew to
$801 million and $1.6 billion for the second quarter and first half of 2020,
respectively, representing growth of 2% and 6% relative to the same periods in
2019. These increases were due primarily to clients' higher balances of money
market funds and advice solutions, partially offset by the effect of money
market fund fee waivers due to declining portfolio yields, lower Mutual Fund
OneSource® balances, and lower equity market valuations in the first quarter and
beginning of the second quarter of 2020. Trading revenue declined 7% and 10%
during the second quarter and first half of 2020, respectively, compared with
the same periods in the prior year, as our October 2019 pricing actions more
than offset a significant increase in trading volume in 2020.

Total expenses excluding interest were $1.6 billion and $3.1 billion during the
second quarter and first half of 2020, representing increases of 8% for both
periods relative to the comparable periods in 2019. Our expenses included
acquisition and integration-related costs related to our completed and pending
acquisitions discussed below of $81 million and $118 million during the second
quarter and first six months of 2020, respectively. Adjusted total expenses(1),
which exclude acquisition and integration-related costs as well as amortization
of acquired intangible assets, were $1.5 billion and $3.0 billion during the
second quarter and first six months of 2020, respectively, representing
increases of 2% and 4%, respectively, from the comparable periods in 2019.

During the first six months of 2020, we remained intent on maintaining a balance
sheet with healthy liquidity and capital levels. The sharp pandemic-driven
increase in client cash during the first quarter of 2020 was followed by more
modest balance sheet expansion during the second quarter, and after adding
approximately $10 billion of client cash held at our bank and broker-dealer
subsidiaries from our acquisition of USAA-IMCO, we ended the second quarter with
total assets of $400 billion, up 8% from March 31 and up 36% from December 31,
2019. During the second quarter, we issued $2.5 billion of preferred stock,
Series G, at an initial fixed rate of 5.375%, bringing total preferred stock to
$5.3 billion, or approximately 24% of Tier 1 Capital at June 30, 2020, and the
Company ended the second quarter with a Tier 1 Leverage Ratio of 5.9%.

Return on average common stockholders' equity was 10% and 12% for the second
quarter and first six months of 2020, down from 19% and 20% for the comparable
periods in 2019. Return on tangible common equity(1) was 12% and 15% for the
second quarter and first six months of 2020, down from 21% and 22% for the
comparable periods in 2019. The decreases in both return on average common
stockholders' equity and return on tangible common equity were due primarily to
lower net income and an increase in average accumulated other comprehensive
income (AOCI) due to unrealized gains in our available for sale (AFS) investment
securities portfolio. Return on tangible common equity represents annualized
adjusted net income available to common stockholders(1) as a percentage of
average tangible common equity(1). Adjusted net income available to common
stockholders excludes acquisition and integration-related costs, amortization of
acquired intangible assets, and related income tax effects. Tangible common
equity excludes goodwill, acquired intangible assets, and related deferred tax
liabilities.

(1) Adjusted diluted EPS, adjusted total expenses, adjusted net income available
to common stockholders, and return on tangible common equity are non-GAAP
financial measures. Please see Non-GAAP Financial Measures for further details
and a reconciliation of such measures to GAAP reported results.

                                     - 5 -
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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


Business and Asset Acquisitions



During the second quarter of 2020 we made significant progress towards closing
our pending acquisition of TD Ameritrade, with the completion of the Department
of Justice antitrust review and affirmative votes by both Schwab and TD
Ameritrade stockholders. Integration planning efforts are continuing and we
remain on track for closing our acquisition of TD Ameritrade during the second
half of 2020.

On May 26, 2020, the Company completed its acquisition of the assets of
USAA-IMCO for $1.6 billion in cash, subject to post-closing adjustments. Along
with the asset purchase agreement, the companies entered into a long-term
referral agreement that makes Schwab the exclusive provider of wealth management
and investment brokerage services for USAA members. The USAA-IMCO acquisition
adds scale to the Company's operations through the addition of 1.1 million
brokerage and managed portfolio accounts with approximately $80 billion in
client assets at the acquisition date. The transaction also provides Schwab the
opportunity to further expand our client base by serving USAA's members through
the long-term referral agreement. See Item 1 - Note 3 for more information on
the USAA-IMCO acquisition.

Additionally, during the second quarter of 2020 the Company completed its
acquisition of technology and intellectual property of Motif, a financial
technology company. The Motif assets will help us build on our existing
capabilities and help accelerate our development of thematic and direct index
investing for Schwab's retail investors and RIA clients. On July 1, 2020, the
Company completed its acquisition of Wasmer, Schroeder & Company, LLC, which
will add established strategies and new separately managed account offerings to
our existing fixed income lineup.

Current Regulatory Environment and Other Developments



Effective March 20, 2020, CSB and Charles Schwab Premier Bank, SSB (CSPB)
converted to Texas-chartered state savings banks. CSB and CSPB became members of
the Federal Reserve and are subject to regulation, supervision and examination
by the Federal Reserve and the Texas Department of Savings and Mortgage Lending.



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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


RESULTS OF OPERATIONS

Total Net Revenues

The following tables present a comparison of revenue by category:


                                                              2020                      2019
                                                                    % of                      % of
                                          Percent                 Total Net                 Total Net
Three Months Ended June 30,               Change      Amount      Revenues      Amount      Revenues
Net interest revenue
Interest revenue                            (23 )%   $ 1,486         61 %      $ 1,927         72 %
Interest expense                            (69 )%       (97 )       (4 )%        (318 )      (12 )%
Net interest revenue                        (14 )%     1,389         57 %        1,609         60 %
Asset management and administration fees
Mutual funds, ETFs, and collective trust
funds (CTFs)                                 (1 )%       425         17 %          428         16 %
Advice solutions                              6 %        314         13 %          295         11 %
Other                                        (2 )%        62          3 %           63          2 %
Asset management and administration fees      2 %        801         33 %          786         29 %
Trading revenue
Commissions                                 (28 )%       111          5 %          155          5 %
Principal transactions                      (47 )%        10          -             19          1 %
Order flow revenue (1)                      118 %         72          3 %           33          2 %
Trading revenue (1)                          (7 )%       193          8 %          207          8 %
Other (1)                                   (15 )%        67          2 %           79          3 %
Total net revenues                           (9 )%   $ 2,450        100 %      $ 2,681        100 %



                                                              2020                      2019
                                                                    % of                      % of
                                          Percent                 Total Net                 Total Net
Six Months Ended June 30,                 Change      Amount      Revenues      Amount      Revenues
Net interest revenue
Interest revenue                            (19 )%   $ 3,194         63 %      $ 3,925         73 %
Interest expense                            (63 )%      (233 )       (5 )%        (635 )      (12 )%
Net interest revenue                        (10 )%     2,961         58 %        3,290         61 %
Asset management and administration fees
Mutual funds, ETFs, and collective trust
funds (CTFs)                                  4 %        877         17 %          842         16 %
Advice solutions                              9 %        626         12 %          573         11 %
Other                                        (1 )%       125          3 %          126          2 %
Asset management and administration fees      6 %      1,628         32 %        1,541         29 %
Trading revenue
Commissions                                 (30 )%       224          4 %          318          6 %
Principal transactions                      (27 )%        30          1 %           41          1 %
Order flow revenue (1)                       95 %        127          3 %           65          1 %
Trading revenue (1)                         (10 )%       381          8 %          424          8 %
Other (1)                                   (35 )%        97          2 %          149          2 %
Total net revenues                           (6 )%   $ 5,067        100 %      $ 5,404        100 %

(1) Beginning in the first quarter of 2020, order flow revenue was reclassified from other revenue to trading revenue. Prior period amounts have been reclassified to reflect this change.


                                     - 7 -
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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)

Net Interest Revenue



Revenue on interest-earning assets is affected by various factors, such as the
composition of assets, prevailing interest rates and spreads at the time of
origination or purchase, changes in interest rates on floating rate securities
and loans, and changes in prepayment levels for mortgage-backed and other
asset-backed securities and loans.

Late in the first quarter of 2020, the Federal Reserve cut the federal funds
target overnight rate twice, for a total of 150 basis points to near zero; on
the longer-end of the curve, the 10-year Treasury rate declined by over 120
basis points. Lower interest rates across maturities persisted throughout the
second quarter, while credit spreads also compressed. Moreover, changes in the
economic environment throughout the first half of 2020 resulting from the
COVID-19 pandemic drove significantly higher levels of client cash sweep
balances. Given the rapid accumulation of these balances in the first quarter of
2020, the Company initially placed a substantial amount in excess reserves held
at the Federal Reserve. The Company deployed a significant amount of this cash
build-up during the second quarter, as part of AFS securities purchases totaling
$73.9 billion. These purchases were made at rates below the average yield on the
existing AFS portfolio due to the current low interest rate environment. The
Company held $27.5 billion, or 9% of total deposits, in excess reserves at June
30, 2020, versus our longer-term objective of 5-7%.

The following tables present net interest revenue information corresponding to
interest-earning assets and funding sources on the condensed consolidated
balance sheets:
                                                          2020                                             2019
                                                       Interest                                         Interest
                                       Average         Revenue/          Average        Average         Revenue/          Average
Three Months Ended June 30,            Balance          Expense        Yield/Rate       Balance          Expense        Yield/Rate
Interest-earning assets
Cash and cash equivalents            $   56,553     $          19        

0.13 % $ 26,146 $ 158 2.39 % Cash and investments segregated 33,521

                27         0.32 %          14,588                89         2.41 %
Broker-related receivables (1)              429                 -         0.30 %             199                 -         1.38 %
Receivables from brokerage clients       17,915               111         2.44 %          19,423               217         4.42 %
Available for sale securities (2, 3)    234,346             1,146         1.95 %          56,020               386         2.74 %
Held to maturity securities (3)               -                 -            -           132,738               899         2.70 %
Bank loans                               20,163               133         2.63 %          16,560               148         3.58 %
Total interest-earning assets           362,927             1,436         1.58 %         265,674             1,897         2.84 %
Other interest revenue                                         50                                               30
Total interest-earning assets        $  362,927     $       1,486         1.63 %      $  265,674     $       1,927         2.88 %
Funding sources
Bank deposits                        $  288,990     $          12         0.02 %      $  210,811     $         224         0.43 %
Payables to brokerage clients            37,500                 1         0.01 %          23,034                24         0.42 %
Short-term borrowings (1)                    39                 -         0.24 %               3                 -         2.68 %
Long-term debt                            8,524                77         3.60 %           7,090                63         3.58 %
Total interest-bearing liabilities      335,053                90         0.11 %         240,938               311         0.52 %
Non-interest-bearing funding sources     27,874                                           24,736
Other interest expense                                          7                                                7
Total funding sources                $  362,927     $          97         0.10 %      $  265,674     $         318         0.48 %
Net interest revenue                                $       1,389         1.53 %                     $       1,609         2.40 %



                                     - 8 -

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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


                                                          2020                                             2019
                                                       Interest                                         Interest
                                       Average         Revenue/          Average        Average         Revenue/          Average
Six Months Ended June 30,              Balance          Expense        Yield/Rate       Balance          Expense        Yield/Rate
Interest-earning assets
Cash and cash equivalents            $   44,343     $         104        

0.46 % $ 25,568 $ 309 2.41 % Cash and investments segregated 28,619

               114         0.79 %          14,075               172         2.43 %
Broker-related receivables                  580                 2         0.96 %             228                 2         2.15 %
Receivables from brokerage clients       18,533               279         2.97 %          19,199               431         4.46 %
Available for sale securities (2,3)     216,045             2,331         2.15 %          61,407               837         2.72 %
Held to maturity securities (3)               -                 -            -           132,583             1,815         2.73 %
Bank loans                               19,530               277         2.84 %          16,569               297         3.59 %
Total interest-earning assets        $  327,650     $       3,107         1.89 %      $  269,629     $       3,863         2.86 %
Other interest revenue                                         87                                               62
Total interest-earning assets        $  327,650     $       3,194         1.94 %      $  269,629     $       3,925         2.90 %
Funding sources
Bank deposits                        $  258,256     $          69         0.05 %      $  215,374     $         450         0.42 %
Payables to brokerage clients            33,894                 9         0.05 %          22,611                47         0.42 %
Short-term borrowings (1)                    21                 -         0.31 %              17                 -         2.50 %
Long-term debt                            8,025               143         3.57 %           6,968               125         3.60 %

Total interest-bearing liabilities $ 300,196 $ 221 0.15 % $ 244,970 $ 622 0.51 % Non-interest-bearing funding sources 27,454


              24,659
Other interest expense                                         12                                               13
Total funding sources                $  327,650     $         233         0.14 %      $  269,629     $         635         0.47 %
Net interest revenue                                $       2,961         1.80 %                     $       3,290         2.43 %


(1) Interest revenue or expense was less than $500,000 in the period or periods
presented.
(2) Amounts have been calculated based on amortized cost.
(3) On January 1, 2020, the Company transferred all of its investment securities
designated as held to maturity (HTM) to the AFS category, as described in Note
5.

Net interest revenue decreased $220 million, or 14%, and $329 million, or 10% in
the second quarter and first six months of 2020 compared to the same periods in
2019, due primarily to lower average investment yields partially offset by
growth in interest-earning assets. Accelerated premium amortization on debt
securities in the second quarter and first six months of 2020 also contributed
to the reduction in net interest revenue, as the decline in long-term interest
rates in the first half of 2020 resulted in higher prepayments of
mortgage-related debt securities.

Average interest-earning assets for the second quarter and first six months of
2020 were higher by 37% and 22%, respectively, compared to the same periods in
2019. These increases in average interest-earning assets were primarily driven
by higher client cash balances in bank deposits and payables to brokerage
clients.

Our net interest margin was 1.53% and 1.80% during the second quarter and first
six months of 2020, respectively, down from 2.40% and 2.43%, during the same
periods in 2019. This decrease was driven primarily by lower yields received on
interest-earning assets due largely to the Federal Reserve's 2019 and 2020
interest rate decreases. The amount of any further net interest margin
compression and resulting net interest revenue is dependent on a number of
factors, including the timing of investing cash into higher yielding assets,
changes to LIBOR, and the level of client cash balances.


                                     - 9 -
--------------------------------------------------------------------------------

                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)

Asset Management and Administration Fees

The following tables present asset management and administration fees, average client assets, and average fee yields:


                                                     2020                                     2019
                                        Average                                 Average
                                        Client                    Average       Client                     Average
Three Months Ended June 30,             Assets        Revenue       Fee         Assets         Revenue       Fee
Schwab money market funds before fee
waivers                              $   213,037     $    164       0.31 %   $   161,998     $     123       0.30 %
Fee waivers                                               (15 )                                      -
Schwab money market funds            $   213,037          149       0.28 %   $   161,998           123       0.30 %
Schwab equity and bond funds, ETFs,
and CTFs                                 274,570           68       0.10 %       261,773            74       0.11 %
Mutual Fund OneSource® and other
non-transaction fee funds                175,067          135       0.31 %       192,227           152       0.32 %
Other third-party mutual funds and
ETFs (1)                                 416,242           73       0.07 %       471,638            79       0.07 %
Total mutual funds, ETFs, and CTFs
(2)                                  $ 1,078,916          425       0.16 %   $ 1,087,636           428       0.16 %
Advice solutions (2)
Fee-based                            $   260,653          314       0.48 %   $   243,050           295       0.49 %
Non-fee-based                             69,234            -          -          69,274             -          -
Total advice solutions               $   329,887          314       0.38 %   $   312,324           295       0.38 %
Other balance-based fees (3)             407,796           45       0.04 %       408,929            54       0.05 %
Other (4)                                                  17                                        9
Total asset management and
administration fees                                  $    801                                $     786



                                                     2020                                   2019
                                        Average                                Average
                                        Client                   Average       Client                    Average
Six Months Ended June 30,               Assets        Revenue      Fee         Assets        Revenue       Fee
Schwab money market funds before fee
waivers                              $   208,405     $   316       0.30 %   $   160,133     $    245       0.31 %
Fee waivers                                              (15 )                                     -
Schwab money market funds            $   208,405     $   301       0.29 %   $   160,133     $    245       0.31 %
Schwab equity and bond funds, ETFs,
and CTFs                                 282,689         144       0.10 %       253,048          144       0.11 %
Mutual Fund OneSource ® and other
non-transaction fee funds                181,825         282       0.31 %       189,725          299       0.32 %
Other third-party mutual funds and
ETFs (1)                                 434,100         150       0.07 %       462,050          154       0.07 %
Total mutual funds, ETFs, and
CTFs (2)                             $ 1,107,019         877       0.16 %   $ 1,064,956          842       0.16 %
Advice solutions (2)
Fee-based                            $   261,954         626       0.48 %   $   236,722          573       0.49 %
Non-fee-based                             70,232           -          -          68,015            -          -
Total advice solutions               $   332,186         626       0.38 %   $   304,737          573       0.38 %
Other balance-based fees (3)             420,321          99       0.05 %       400,560          106       0.05 %
Other (4)                                                 26                                      20
Total asset management and
administration fees                                  $ 1,628                                $  1,541


(1) Beginning in the fourth quarter of 2019, Schwab ETF OneSource™ was
discontinued as a result of the elimination of online trading commissions for
U.S. and Canadian-listed ETFs.
(2) Average client assets for advice solutions may also include the asset
balances contained in the mutual fund and/or ETF categories listed above.
(3) Includes various asset-related fees, such as trust fees, 401(k)
recordkeeping fees, and mutual fund clearing fees and other service fees.
(4) Includes miscellaneous service and transaction fees relating to mutual funds
and ETFs that are not balance-based.

Asset management and administration fees increased by $15 million, or 2%, and
$87 million, or 6% in the second quarter and first six months of 2020,
respectively, compared to the same periods in 2019. These increases were
primarily driven by higher balances in purchased money market funds and advice
solutions, including managed account assets from USAA, in the second quarter and
first six months of 2020 relative to the same periods in 2019. These increases
were partially offset by the effect of money market fund fee waivers due to
declining portfolio yields, lower Mutual Fund OneSource® balances, and lower
equity market valuations in the first quarter and the beginning of the second
quarter of 2020. The amount of fee waivers in coming

                                     - 10 -
--------------------------------------------------------------------------------

                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)

quarters is dependent on a variety of factors, including the level of short-term interest rates and client preferences across our money market fund line-up.



The following tables present a roll forward of client assets for the Schwab
money market funds, Schwab equity and bond funds, ETFs, and CTFs, and Mutual
Fund OneSource and other non-transaction fee (NTF) funds. These funds generated
44% and 45% of the asset management and administration fees earned during the
second quarter and first six months, respectively, of both 2020 and 2019:
                                   Schwab Money                  Schwab Equity and              Mutual Fund OneSource®
                                   Market Funds             Bond Funds, ETFs, and CTFs            and Other NTF funds
Three Months Ended June 30,     2020          2019             2020               2019            2020            2019
Balance at beginning of
period                       $ 203,728     $ 159,669     $      235,623       $  240,887     $    161,639      $ 195,116
Net inflows (outflows)           7,625         7,539             (1,416 )          6,133           (4,488 )       (4,937 )
Net market gains (losses)
and other                          205           856             39,139            7,440           35,848          7,598

Balance at end of period $ 211,558 $ 168,064 $ 273,346

  $  254,460     $    192,999      $ 197,777



                                   Schwab Money                  Schwab Equity and              Mutual Fund OneSource®
                                   Market Funds             Bond Funds, ETFs, and CTFs            and Other NTF funds
Six Months Ended June 30,       2020          2019             2020               2019            2020            2019
Balance at beginning of
period                       $ 200,826     $ 153,472     $      286,275       $  209,471     $    202,068      $ 180,532
Net inflows (outflows)           9,614        12,691              5,115           13,381          (15,053 )      (11,143 )
Net market gains (losses)
and other                        1,118         1,901            (18,044 )         31,608            5,984         28,388

Balance at end of period $ 211,558 $ 168,064 $ 273,346

  $  254,460     $    192,999      $ 197,777



Trading Revenue
The following table presents trading revenue and related information:
                                                                                Six Months Ended
                              Three Months Ended June 30,     Percent               June 30,              Percent
                                    2020           2019        Change          2020            2019        Change
Trading revenue (1)           $          193     $   207          (7 )%   $     381         $    424         (10 )%
Clients' daily average trades
(DATs) (in thousands)                  1,619         716         126 %        1,580              746         112 %
Number of trading days                  63.0        63.0           -          125.0            124.0           1 %
Revenue per trade (2)         $         1.89     $  4.59         (59 )%   $    1.93         $   4.58         (58 )%

Note: Effective October 7, 2019, CS&Co eliminated online trade commissions for

U.S. and Canadian-listed stocks and ETFs, as well as the base charge on

options.

(1) Beginning in the first quarter of 2020, order flow revenue was reclassified

from other revenue to trading revenue. Prior period amounts have been

reclassified to reflect this change.

(2) Revenue per trade is calculated as trading revenue divided by DATs multiplied

by the number of trading days.





Trading revenue decreased $14 million, or 7%, and $43 million, or 10%, in the
second quarter and first six months of 2020 compared to the same periods in
2019, due primarily to our 2019 pricing actions, which more than offset a
significant increase in clients' daily average trades and higher order flow
revenue. Order flow revenue was $72 million and $33 million during the second
quarters of 2020 and 2019, and $127 million and $65 million during the first six
months of 2020 and 2019, respectively. The increases in order flow revenue
during the second quarter and first six months of 2020 compared to the same
periods in 2019 were due to a higher volume of trades.

Other Revenue



Other revenue includes certain service fees, software fees, exchange processing
fees, and non-recurring gains. Other revenue decreased $12 million, or 15%, and
$52 million, or 35% in the second quarter and first six months of 2020,
respectively,

                                     - 11 -
--------------------------------------------------------------------------------

                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


compared to the same periods in 2019. These decreases were primarily driven by a
gain from the sale of a portfolio management and reporting software solution for
advisors to Tamarac Inc. recognized in the second quarter of 2019, a gain from
the assignment of leased office space recognized in the first quarter of 2019,
and an increase in the allowance for credit losses on bank loans in the first
quarter of 2020.

Total Expenses Excluding Interest
The following table shows a comparison of expenses excluding interest:
                                      Three Months Ended                     Six Months Ended
                                           June 30,            Percent           June 30,            Percent
                                       2020         2019       Change        2020        2019        Change

Compensation and benefits
Salaries and wages                 $     523      $   476         10 %    $  1,025     $   952          8 %
Incentive compensation                   181          198         (9 )%        408         414         (1 )%
Employee benefits and other              115          133        (14 )%        283         291         (3 )%
Total compensation and benefits    $     819      $   807          1 %    $  1,716     $ 1,657          4 %
Professional services                    198          178         11 %         380         348          9 %
Occupancy and equipment                  152          133         14 %         294         264         11 %
Advertising and market development        70           77         (9 )%        137         146         (6 )%
Communications                            78           62         26 %         153         124         23 %
Depreciation and amortization            109           84         30 %         205         167         23 %
Regulatory fees and assessments           36           30         20 %          70          62         13 %
Other                                    100           74         35 %         177         136         30 %
Total expenses excluding interest  $   1,562      $ 1,445          8 %    $  3,132     $ 2,904          8 %
Expenses as a percentage of total
net revenues
Compensation and benefits                 33 %         30 %                     34 %        31 %
Advertising and market development         3 %          3 %                      3 %         3 %
Full-time equivalent employees (in
thousands)
At quarter end                          21.8         20.5          6 %
Average                                 21.3         20.2          5 %        20.6        20.0          3 %



Expenses excluding interest increased by 8% in the second quarter and first six
months of 2020 compared to the same periods in 2019. Adjusted total expenses,
excluding acquisition and integration-related costs, and amortization of
acquired intangible assets, increased 2% and 4% in the second quarter and first
six months of 2020, respectively. See Non-GAAP Financial Measures for further
details and a reconciliation of such measures to GAAP reported results.
Total compensation and benefits increased in the second quarter and first six
months of 2020 compared to the same periods in 2019, primarily due to an
increase in employee headcount to support our expanding client base, including
approximately 400 former USAA employees hired in connection with the USAA-IMCO
acquisition, partially offset by a lower corporate bonus accrual. The
year-to-date increase also reflected the Company's payment of $1,000 to all
non-officer employees in March 2020 to help them cover costs incurred due to the
COVID-19 pandemic.
Professional services expense increased in the second quarter and first six
months of 2020 compared to the same periods in 2019, primarily due to expenses
relating to our completed and pending acquisitions.
Occupancy and equipment expense increased in the second quarter and first six
months of 2020 compared to the same periods in 2019, primarily due to an
increase in technology equipment costs associated with higher customer trade
volumes.
Communications expense increased in the second quarter and first six months of
2020 compared to the same periods in 2019, primarily due to higher customer
trade volumes as well as overall growth in our business and client base.
Depreciation and amortization expenses grew in the second quarter and first six
months of 2020 compared to the same periods in 2019, primarily due to higher
amortization of purchased and internally developed software, higher depreciation
of buildings

                                     - 12 -
--------------------------------------------------------------------------------

                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


and equipment related to expansion of our campuses in the U.S. in 2019 and 2020,
as well as higher amortization of acquired intangible assets due to acquisitions
completed in the second quarter of 2020.
Other expenses increased in the second quarter and first six months of 2020
compared to the same periods in 2019, primarily resulting from acquisition and
integration-related costs and increases in processing fees and related expenses
due to higher customer trade volumes and market volatility. These increases were
partially offset by lower travel and entertainment expense.

Capital expenditures were $169 million and $419 million in the second quarter
and first six months of 2020, respectively compared with $173 million and $354
million in the second quarter of 2019, respectively. The year to date increase
in capital expenditures from the prior year was primarily due to higher
capitalized software costs, partially offset by lower building expansion in 2020
relative to the first six months of 2019. Excluding any potential impact of the
pending acquisition of TD Ameritrade, we anticipate capital expenditures for
full-year 2020 to be approximately 5-6% of total net revenues.

Taxes on Income



Taxes on income were $217 million and $299 million for the second quarters of
2020 and 2019, respectively, resulting in effective income tax rates on income
before taxes of 24.4% and 24.2%, respectively. Taxes on income were $469 million
and $599 million for the first six months of 2020 and 2019, respectively,
resulting in effective income tax rates on income before taxes of 24.2% and
24.0%, respectively. The increase in the effective tax rate in the second
quarter and first six months of 2020 compared to the same periods in 2019 was
due to an increase in nondeductible acquisition costs and FDIC insurance premium
disallowance, as well as a decrease in equity compensation tax deduction
benefits. Partially offsetting the increase in the effective tax rate from these
items was a lower effective state income tax rate and an increase in Low-Income
Housing Tax Credit (LIHTC) benefits in the second quarter and first six months
of 2020.


                                     - 13 -

--------------------------------------------------------------------------------

                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)

Segment Information



Financial information for our segments is presented in the following tables:
                                  Investor Services                          Advisor Services                               Total
Three Months Ended
June 30,                Percent Change      2020        2019       Percent

Change      2020       2019      Percent Change      2020        2019
Net Revenues
Net interest revenue         (18 )%       $   952     $ 1,154            (4 )%       $  437     $  455           (14 )%       $ 1,389     $ 1,609
Asset management and
administration fees            4 %            583         560            (4 )%          218        226             2 %            801         786
Trading revenue (1)           (1 )%           138         140           (18 )%           55         67            (7 )%           193         207
Other (1)                     38 %             51          37           (62 )%           16         42           (15 )%            67          79
Total net revenues            (9 )%         1,724       1,891            (8 )%          726        790            (9 )%         2,450       2,681
Expenses Excluding
Interest                      11 %          1,168       1,057             2 %           394        388             8 %          1,562       1,445
Income before taxes on
income                       (33 )%       $   556     $   834           (17 )%       $  332     $  402           (28 )%       $   888     $ 1,236

Net New Client Assets
(in billions) (2)            N/M          $ 113.0     $  17.9            26 %        $ 24.4     $ 19.3           N/M          $ 137.4     $  37.2


                                  Investor Services                          Advisor Services                               Total
Six Months Ended June
30,                     Percent Change      2020        2019       Percent Change      2020       2019      Percent Change      2020        2019
Net Revenues
Net interest revenue         (11 )%       $ 2,080     $ 2,349            (6 )%       $  881     $  941           (10 )%       $ 2,961     $ 3,290
Asset management and
administration fees            8 %          1,183       1,093            (1 )%          445        448             6 %          1,628       1,541
Trading revenue (1)           (9 )%           257         281           (13 )%          124        143           (10 )%           381         424
Other (1)                    (10 )%            71          79           (63 )%           26         70           (35 )%            97         149
Total net revenues            (6 )%         3,591       3,802            (8 )%        1,476      1,602            (6 )%         5,067       5,404
Expenses Excluding
Interest                      10 %          2,322       2,119             3 %           810        785             8 %          3,132       2,904
Income before taxes on
income                       (25 )%       $ 1,269     $ 1,683           (18 )%       $  666     $  817           (23 )%       $ 1,935     $ 2,500

Net New Client Assets
(in billions) (2)            N/M          $ 148.3     $  47.1            49 %        $ 62.3     $ 41.8           137 %        $ 210.6     $  88.9


(1) Beginning in the first quarter of 2020, order flow revenue was reclassified
from other revenue to trading revenue. Prior period amounts have been
reclassified to reflect this change.
(2) For the second quarter and first six months of 2020, Investor Services
includes inflows of $79.9 billion related to the acquisition of the assets of
USAA-IMCO and $10.9 billion from a mutual fund clearing services client.
N/M Not meaningful.

Investor Services



Total net revenues decreased by 9% and 6% in the second quarter and first six
months of 2020, respectively, compared to the same periods in 2019, primarily
due to decreases in net interest revenue and trading revenue, partially offset
by an increase in asset management and administration fees. Net interest revenue
decreased primarily due to lower average investment yields, partially offset by
growth in interest-earning assets. Trading revenue decreased primarily as a
result of the Company's 2019 pricing actions, which more than offset higher
trading volume seen in the first six months of 2020. Asset management and
administration fees increased primarily due to increased balances in purchased
money market funds and advice solutions, partially offset by money market fund
fee waivers due to declining portfolio yields, lower Mutual Fund OneSource®
balances, and lower equity market valuations in the first quarter and beginning
of the second quarter of 2020.


                                     - 14 -
--------------------------------------------------------------------------------

                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


Expenses excluding interest increased by 11% and 10% in the second quarter and
first six months of 2020, respectively, compared to the same periods in 2019,
primarily due to higher compensation and benefits, professional services,
occupancy and equipment, depreciation and amortization, and other expenses.
Compensation and benefits increased primarily due to increased headcount to
support our expanding client base, including approximately 400 former USAA
employees hired in connection with the USAA-IMCO acquisition, as well as the
Company's payment of $1,000 to all non-officer employees in March 2020 to help
them cover costs incurred due to the COVID-19 pandemic, partially offset by a
lower corporate bonus accrual. The professional services increase was driven
primarily by expenses related to our completed and pending acquisitions and
overall growth in the business. Occupancy and equipment expenses increased
primarily due to technology equipment costs associated with higher customer
trade volumes. Depreciation and amortization increased primarily due to higher
amortization of purchased and internally developed software, higher depreciation
of buildings and equipment related to our campus expansion, as well as higher
amortization of acquired intangible assets due to acquisitions completed in the
second quarter of 2020. Other expenses increased primarily due to increases in
processing fees and related expenses due to higher customer trade volumes and
market volatility, as well as acquisition and integration-related costs,
partially offset by lower travel and entertainment expenses.

Advisor Services



Total net revenues decreased by 8% in both the second quarter and first six
months of 2020, compared to the same periods in 2019, due to decreases in net
interest revenue, asset management and administration fees, trading revenue, and
other revenue. Net interest revenue decreased primarily due to lower average
investment yields, partially offset by growth in interest-earning assets. Asset
management and administration fees decreased primarily due to lower Mutual Fund
OneSource® balances and lower equity market valuations in the first quarter and
beginning of the second quarter of 2020, partially offset by increased balances
in purchased money market funds. Trading revenue decreased primarily as a result
of the Company's 2019 pricing actions, partially offset by higher trading
volume. The decrease in other revenue was primarily driven by a gain from the
sale of a portfolio management and reporting software solution for advisors to
Tamarac Inc. recognized in the second quarter of 2019, and a gain from the
assignment of leased office space recognized in the first quarter of 2019.

Expenses excluding interest increased by 2% and 3% in the second quarter and
first six months of 2020, respectively, compared to the same periods in 2019,
primarily due to higher professional services, occupancy and equipment expenses,
and depreciation and amortization. The increase in professional services was
driven by expenses related to our acquisitions and overall growth in the
business. Occupancy and equipment expenses increased primarily due to technology
equipment costs associated with higher customer trade volumes. Depreciation and
amortization expense increased primarily due to higher amortization of purchased
and internally developed software, and higher depreciation of buildings and
equipment related to expansion of our campuses in the U.S. in 2019 and 2020.


RISK MANAGEMENT

Schwab's business activities expose us to a variety of risks, including
operational, credit, market, liquidity, and compliance risks. The Company has a
comprehensive risk management program to identify and manage these risks and
their associated potential for financial and reputational impact. For a
discussion of our risk management programs, see Item 7 - Risk Management in the
2019 Form 10-K.

Net Interest Revenue Simulation



For our net interest revenue sensitivity analysis, we use net interest revenue
simulation modeling techniques to evaluate and manage the effect of changing
interest rates. The simulations include all interest rate-sensitive assets and
liabilities. Key assumptions include the projection of interest rate scenarios
with rate floors, prepayment speeds of mortgage-related investments, repricing
of financial instruments, and reinvestment of matured or paid-down securities
and loans.

Net interest revenue is affected by various factors, such as the distribution
and composition of interest-earning assets and interest-bearing liabilities, the
spread between yields earned on interest-earning assets and rates paid on
interest-bearing liabilities, which may reprice at different times or by
different amounts, and the spread between short and long-term interest rates.
Interest-earning assets primarily include investment securities, margin loans
and bank loans. These assets are sensitive to changes in interest rates and
changes in prepayment levels that tend to increase in a declining rate
environment and decrease in a rising rate environment. Because we establish the
rates paid on certain brokerage client cash balances and bank deposits and

                                     - 15 -
--------------------------------------------------------------------------------

                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


the rates charged on certain margin and bank loans, and control the composition
of our investment securities, we have some ability to manage our net interest
spread, depending on competitive factors and market conditions.

Net interest revenue sensitivity analysis assumes that the asset and liability
structure of the consolidated balance sheet would not be changed as a result of
the simulated changes in interest rates. As we actively manage the consolidated
balance sheet and interest rate exposure, in all likelihood we would take steps
to manage additional interest rate exposure that could result from changes in
the interest rate environment. The following table shows the simulated net
interest revenue change over the next 12 months beginning June 30, 2020 and
December 31, 2019 of a gradual 100 basis point increase or decrease in market
interest rates relative to prevailing market rates at the end of each reporting
period:
                              June 30, 2020     December 31, 2019
Increase of 100 basis points      14.2 %                4.8 %
Decrease of 100 basis points      (5.0 )%              (7.4 )%


The change in net interest revenue sensitivities as of June 30, 2020 reflects a
significantly lower interest rate curve from the fourth quarter of 2019 due to
the global economic impact from the COVID-19 pandemic. Higher short-term
interest rates would positively impact net interest revenue as yields on
interest earning assets are expected to rise faster than the cost of funding
sources. A decline in interest rates could negatively impact the yield on the
Company's investment and loan portfolio to a greater degree than any offsetting
reduction in interest expense from funding sources, compressing net interest
margin.

In addition to measuring the effect of a gradual 100 basis point parallel increase or decrease in current interest rates, we regularly simulate the effects of larger parallel- and non-parallel shifts in interest rates on net interest revenue.

Economic Value of Equity Simulation



Management also uses economic value of equity (EVE) simulations to measure
interest rate risk. EVE sensitivity measures the long-term impact of interest
rate changes on the net present value of assets and liabilities. EVE is
calculated by subjecting the balance sheet to hypothetical instantaneous shifts
in the level of interest rates. This analysis is highly dependent upon asset and
liability assumptions based on historical behaviors as well as our expectations
of the economic environment. Key assumptions in our EVE calculation include
projection of interest rate scenarios with rate floors, prepayment speeds of
mortgage-related investments, term structure models of interest rates,
non-maturity deposit behavior, and pricing assumptions.

As a result of the low interest rate environment in the second quarter and first
six months of 2020, the downward assessments of our net interest revenue and EVE
simulations as of June 30, 2020 reflected the assumption of non-negative
investment yields.

Expected Phase-out of LIBOR



The Company has established a firm-wide team to address the likely
discontinuation of LIBOR. As part of our efforts, we have assessed our LIBOR
exposures, the largest of which are certain investment securities and loans. In
purchasing new investment securities, we ensure that appropriate fall-back
language is in the security's prospectus in the event that LIBOR is unavailable
or deemed unreliable, and we have sold certain securities lacking appropriate
fall-back language. We are updating loan agreements to ensure new LIBOR-based
loans adequately provide for an alternative to LIBOR. Furthermore, we plan to
phase-out the use of LIBOR as a reference rate in our new lending products
before December 2021. Consistent with our "Through Clients' Eyes" strategy, our
focus throughout the LIBOR transition process is to ensure clients are treated
fairly and consistently as this major change is occurring in the financial
markets. The market transition process has not yet progressed to a point at
which the impact to the Company's consolidated financial statements of LIBOR's
discontinuation can be estimated.


                                     - 16 -
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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


Liquidity Risk

Funding Sources

Schwab's primary source of funds is cash generated by client activity which includes bank deposits and cash balances in client brokerage accounts. These funds are used to purchase investment securities and extend loans to clients.

Other sources of funds may include cash flows from operations, maturities and sales of investment securities, repayments on loans, securities lending of assets held in client brokerage accounts, repurchase agreements, and cash provided by external financing.



To meet daily funding needs, we maintain liquidity in the form of overnight cash
deposits and short-term investments. For unanticipated liquidity needs, we also
maintain a buffer of highly liquid investments, including U.S. Treasury
securities.

In addition to internal sources of liquidity, Schwab has access to external
funding. The following table describes external debt facilities available at
June 30, 2020:
Description                                    Borrower          

Outstanding Available Federal Home Loan Bank secured credit facility Banking (1)

                                            subsidiaries   $             

- $ 44,377


                                               Banking
Federal Reserve discount window (2)            subsidiaries                 -           8,814
Uncommitted, unsecured lines of credit with
various external banks                         CSC, CS&Co                   -           1,592
Unsecured commercial paper                     CSC                          -             750
Committed, unsecured credit facility with
various external banks                         CSC                          -             700


(1) Amounts available are dependent on the amount of first lien residential real
estate mortgage loans (First Mortgages), home equity lines of credit (HELOCs),
and the fair value of certain investment securities that are pledged as
collateral.
(2) Amounts available are dependent on the fair value of certain investment
securities that are pledged as collateral.

CSC's ratings for Commercial Paper Notes are P1 by Moody's Investor Service
(Moody's), A1 by Standard & Poor's Rating Group (Standard & Poor's), and F1 by
Fitch Ratings, Ltd (Fitch) at June 30, 2020 and December 31, 2019.
CSC also has a universal automatic shelf registration statement on file with the
SEC, which enables it to issue debt, equity, and other securities.

Liquidity Coverage Ratio



Pursuant to the 2019 interagency regulatory capital and liquidity rules,
beginning in the first quarter of 2020, Schwab became subject to a reduced LCR
rule requiring the Company to hold high quality liquid assets (HQLA) in an
amount equal to at least 85% of the Company's projected net cash outflows over a
prospective 30-calendar-day period of acute liquidity stress, calculated on each
business day. See Part I - Item 1 - Regulation in the 2019 Form 10-K for
additional information. The Company was in compliance with the reduced LCR rule
at June 30, 2020. The table below presents information about our average daily
LCR:

                                            Average for the
                                           Three Months Ended
                                             June 30, 2020
Total eligible high quality liquid assets $           65,038
Net cash outflows                         $           58,351
LCR                                                      112 %




                                     - 17 -

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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)

Borrowings

The following are details of the Senior Notes:


                   Par                     Weighted Average         Standard
June 30, 2020  Outstanding      Maturity    Interest Rate   Moody's & Poor's Fitch
Senior Notes  $       8,581    2020 - 2030      3.37%         A2       A       A



2020 Debt Issuances

The debt issuances in 2020 were senior unsecured obligations with interest payable semi-annually. Additional details are as follows: Issuance Date Issuance Amount Maturity Date Interest Rate 3/24/2020 $

             600      3/24/2025       4.200 %
3/24/2020     $             500      3/22/2030       4.625 %



2020 Equity Issuances

CSC's preferred stock issued and net proceeds for 2020 are as follows:


         Date Issued and Sold  Net Proceeds
Series G       April 30, 2020 $       2,470

For further discussion of CSC's debt and equity, see Item 1 - Notes 9 and 13.




CAPITAL MANAGEMENT

Schwab seeks to manage capital to a level and composition sufficient to support
execution of our business strategy, including anticipated balance sheet growth,
providing financial support to our subsidiaries, and sustained access to the
capital markets, while at the same time meeting our regulatory capital
requirements and serving as a source of financial strength to our banking
subsidiaries. Schwab's primary sources of capital are funds generated by the
operations of subsidiaries and securities issuances by CSC in the capital
markets. To ensure that Schwab has sufficient capital to absorb unanticipated
losses or declines in asset values, we have adopted a policy to remain well
capitalized even in stressed scenarios.

As a result of the significant inflow of client cash in the first six months of
2020, our consolidated Tier 1 Leverage Ratio declined from 7.3% at year-end 2019
to 5.9% at June 30, 2020, below our long-term operating objective of 6.75%-7.00%
but well above the regulatory minimum of 4.00%. The pace of our return to the
long-term operating objective over time depends on a number of factors including
the overall size of the Company's balance sheet, earnings, and capital issuance
and deployment. We continue to manage our capital position in accordance with
our policy and strategy described above and in further detail in the 2019 Form
10-K.

Regulatory Capital Requirements

CSC and CSB are subject to various capital requirements set by regulatory agencies as discussed in further detail in the 2019 Form 10-K and in Item 1 - Note 15. As of June 30, 2020, CSC and CSB are considered well capitalized.


                                     - 18 -
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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)

The following table details CSC's consolidated and CSB's capital ratios as of June 30, 2020 and December 31, 2019:

June 30, 2020 (1)        

December 31, 2019 (1)


                                                 CSC          CSB            CSC            CSB
Total stockholders' equity                    $ 30,815     $ 20,960     $    21,745      $ 14,832
Less:
Preferred stock                                  5,263            -           2,793             -
Common Equity Tier 1 Capital before
regulatory adjustments                        $ 25,552     $ 20,960     $    18,952      $ 14,832
Less:
Goodwill, net of associated deferred tax
liabilities                                   $  1,691     $     13     $     1,184      $     13
Other intangible assets, net of associated
deferred tax liabilities                         1,254            -             104             -
Deferred tax assets, net of valuation
allowances and deferred tax liabilities              4            -               4             -
AOCI adjustment (1)                              5,611        4,892               -             -
Common Equity Tier 1 Capital                  $ 16,992     $ 16,055     $    17,660      $ 14,819
Tier 1 Capital                                $ 22,255     $ 16,055     $    20,453      $ 14,819
Total Capital                                   22,288       16,087          20,472        14,837
Risk-Weighted Assets                           107,253       85,051          90,512        71,521
Total Leverage Exposure                        382,963      283,511         286,813       216,582
Common Equity Tier 1 Capital/Risk-Weighted
Assets                                            15.8 %       18.9 %          19.5 %        20.7 %
Tier 1 Capital/Risk-Weighted Assets               20.8 %       18.9 %          22.6 %        20.7 %
Total Capital/Risk-Weighted Assets                20.8 %       18.9 %          22.6 %        20.7 %
Tier 1 Leverage Ratio                              5.9 %        5.8 %           7.3 %         7.1 %
Supplementary Leverage Ratio                       5.8 %        5.7 %           7.1 %         6.8 %


(1) In the interagency regulatory capital and liquidity rules adopted in October
2019, Category III banking organizations such as CSC were given the ability to
opt-out of the inclusion of AOCI in regulatory capital, and CSC made this
opt-out election as of January 1, 2020. Therefore, AOCI is excluded from the
amounts and ratios presented as of June 30, 2020. In 2019, CSC and CSB were
required to include all components of AOCI in regulatory capital; the amounts
and ratios for December 31, 2019 are presented on this basis.

CSB is also subject to regulatory requirements that restrict and govern the
terms of affiliate transactions. In addition, CSB is required to provide notice
to, and may be required to obtain approval from, the Federal Reserve to declare
dividends to CSC.
As a broker-dealer, CS&Co is subject to regulatory requirements of the Uniform
Net Capital Rule. At June 30, 2020, CS&Co was in compliance with its net capital
requirements.

In addition to the capital requirements above, Schwab's subsidiaries are subject
to other regulatory requirements intended to ensure financial soundness and
liquidity. See Item 1 - Note 15 for additional information on the components of
stockholders' equity and information on the capital requirements of significant
subsidiaries.


                                     - 19 -

--------------------------------------------------------------------------------

                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)

Dividends

On January 30, 2020, the Board of Directors of the Company declared a one cent, or 6%, increase in the quarterly cash dividend to $.18 per common share.



Cash dividends paid and per share amounts for the first six months of 2020 and
2019 are as follows:
                                          2020                          2019
                                               Per Share                     Per Share
Six Months Ended June 30,       Cash Paid        Amount       Cash Paid        Amount
Common Stock                   $       466    $       .36    $       456    $       .34
Series A Preferred Stock (1)            14          35.00             14          35.00
Series C Preferred Stock (2)            18          30.00             18          30.00
Series D Preferred Stock (2)            22          29.76             22          29.76
Series E Preferred Stock (3)            14       2,312.50             14       2,312.50
Series F Preferred Stock (4)            13       2,500.00             13       2,500.00
Series G Preferred Stock (5)           N/A            N/A            N/A            N/A


(1) Dividends paid semi-annually until February 1, 2022 and quarterly
thereafter.
(2) Dividends paid quarterly.
(3) Dividends paid semi-annually until March 1, 2022 and quarterly thereafter.
(4) Dividends paid semi-annually beginning on June 1, 2018 until December 1,
2027, and quarterly thereafter.
(5) Series G Preferred Stock was issued on April 30, 2020. Dividends paid
quarterly beginning on September 1, 2020.
N/A Not applicable.

Share Repurchases



On January 30, 2019, CSC publicly announced that its Board of Directors
authorized the repurchase of up to $4.0 billion of common stock. The
authorization does not have an expiration date. There were no repurchases of
CSC's common stock under this authorization during the second quarter and first
six months of 2020. As of June 30, 2020, $1.8 billion remained on our existing
authorization.


OTHER

Foreign Exposure
At June 30, 2020, Schwab had exposure to non-sovereign financial and
non-financial institutions in foreign countries, as well as agencies of foreign
governments. At June 30, 2020, the fair value of these holdings totaled $8.2
billion, with the top three exposures being to issuers and counterparties
domiciled in France at $5.5 billion, Sweden at $688 million, and Canada at
$607 million. In addition, Schwab had outstanding margin loans to foreign
residents of $531 million at June 30, 2020.

Off-Balance Sheet Arrangements
Schwab enters into various off-balance sheet arrangements in the ordinary course
of business, primarily to meet the needs of our clients. These arrangements
include firm commitments to extend credit. Additionally, Schwab enters into
guarantees and other similar arrangements in the ordinary course of business.
For information on each of these arrangements, see Item 1 - Note 6, Note 7, Note
9, Note 10, and Note 11, and Item 8 - Note 14 in the 2019 Form 10-K.


CRITICAL ACCOUNTING ESTIMATES



Certain of our accounting policies that involve a higher degree of judgment and
complexity are discussed in Part II - Item 7 - Management's Discussion and
Analysis of Financial Condition and Results of Operations - Critical Accounting
Estimates in the 2019 Form 10-K. There have been no changes to critical
accounting estimates during the first six months of 2020.



                                     - 20 -
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                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)

NON-GAAP FINANCIAL MEASURES



In addition to disclosing financial results in accordance with generally
accepted accounting principles in the U.S. (GAAP), Management's Discussion and
Analysis of Financial Condition and Results of Operations contain references to
the non-GAAP financial measures described below. We believe these non-GAAP
financial measures provide useful supplemental information about the financial
performance of the Company, and facilitate meaningful comparison of Schwab's
results in the current period to both historic and future results. These
non-GAAP measures should not be considered a substitute for, or superior to,
financial measures calculated in accordance with GAAP, and may not be comparable
to non-GAAP financial measures presented by other companies.

Schwab's use of non-GAAP measures is reflective of certain adjustments made to
GAAP financial measures as described below.
Non-GAAP Adjustment                                   Usefulness to 

Management and


    or Measure               Definition                        Investors
Acquisition and     Schwab adjusts certain GAAP   We exclude acquisition and
integration-related financial measures to exclude integration-related costs and
costs and           the impact of acquisition and amortization of acquired 

intangible


amortization of     integration-related costs     assets for the purpose of
acquired intangible incurred as a result of the   calculating certain non-GAAP
assets              Company's completed and       measures because we believe doing so
                    pending acquisitions,         provides additional transparency of
                    amortization of acquired      Schwab's ongoing

operations, and may


                    intangible assets, and, where be useful in both evaluating the
                    applicable, the income tax    operating performance of the
                    effect of these expenses.     business and facilitating comparison
                                                  of results with prior and future
                    Adjustments made to exclude   periods.
                    amortization of acquired
                    intangible assets are         Acquisition and

integration-related


                    reflective of all acquired    costs fluctuate based on the timing
                    intangible assets, which were of acquisitions and integration
                    recorded as part of purchase  activities, thereby limiting
                    accounting. These acquired    comparability of results among
                    intangible assets contribute  periods, and are not representative
                    to the Company's revenue      of the costs of running the
                    generation. Amortization of   Company's ongoing business.
                    acquired intangible assets    Amortization of acquired intangible
                    will continue in future       assets is excluded because
                    periods over their remaining  management does not believe it is
                    useful lives.                 indicative of the Company's
                                                  underlying operating performance.

Return on tangible Return on tangible common Acquisitions typically result in the common equity equity represents annualized recognition of significant amounts


                    adjusted net income available of goodwill and acquired intangible
                    to common stockholders as a   assets. We believe return on
                    percentage of average         tangible common equity may be useful
                    tangible common equity.       to investors as a supplemental
                    Tangible common equity        measure to facilitate assessing
                    represents common equity less capital efficiency and returns
                    goodwill, acquired intangible relative to the composition of
                    assets - net, and related     Schwab's balance sheet.
                    deferred tax liabilities.



The following tables present reconciliations of GAAP measures to non-GAAP
measures:
                                     Three Months Ended June 30,        Six Months Ended June 30,
                                         2020            2019              2020            2019
Total expenses excluding interest
(GAAP)                             $       1,562    $       1,445     $      3,132    $      2,904
Acquisition and
integration-related costs (1)                (81 )             (3 )           (118 )            (4 )
Amortization of acquired
intangible assets                            (12 )             (7 )            (18 )           (14 )

Adjusted total expenses (Non-GAAP) $ 1,469 $ 1,435 $

2,996 $ 2,886

(1) Acquisition and integration-related expenses are primarily included in Professional services and Other.


                                     - 21 -
--------------------------------------------------------------------------------

                         THE CHARLES SCHWAB CORPORATION
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
           (Tabular Amounts in Millions, Except Ratios, or as Noted)


                                              Three Months Ended June 30,                            Six Months Ended June 30,
                                             2020                      2019                       2020                     2019
                                    Amount     Diluted EPS    Amount     Diluted EPS      Amount    Diluted EPS   Amount     Diluted EPS
Net income available to common
stockholders (GAAP),
Earnings per common share -
diluted (GAAP)                    $    621    $       .48    $   887   $         .66     $ 1,378   $      1.07   $ 1,812   $        1.35
Acquisition and
integration-related costs               81            .07          3               -         118           .09         4               -
Amortization of acquired
intangible assets                       12            .01          7             .01          18           .01        14             .01
Income tax effects (1)                 (22 )         (.02 )       (2 )             -         (33 )        (.03 )      (4 )             -
Adjusted net income available to
common stockholders
(Non-GAAP), Adjusted diluted EPS
(Non-GAAP)                        $    692    $       .54    $   895   $    

.67 $ 1,481 $ 1.14 $ 1,826 $ 1.36




(1) The income tax effects of the non-GAAP adjustments are determined using an
effective tax rate reflecting the exclusion of non-deductible acquisition costs
and are used to present the acquisition and integration-related costs and
amortization of acquired intangible assets on an after-tax basis.

                                           Three Months Ended June 30,      

Six Months Ended June 30,


                                              2020              2019               2020            2019
Return on average common stockholders'
equity (GAAP)                                       10 %              19 %              12 %             20 %

Average common stockholders' equity $ 24,515 $ 18,679

  $      22,253    $      18,202
Less: Average goodwill                          (1,480 )          (1,227 )          (1,480 )         (1,227 )
Less: Average acquired intangible
assets - net                                      (700 )            (143 )            (703 )           (146 )
Plus: Average deferred tax liabilities
related to goodwill and acquired
intangible assets - net                             67                67                67               67

Average tangible common equity $ 22,402 $ 17,376

  $      20,137    $      16,896
Adjusted net income available to common
stockholders (1)                        $          692    $          895     $       1,481    $       1,826
Return on tangible common equity
(Non-GAAP)                                          12 %              21 %              15 %             22 %


(1) See table above for the reconciliation of net income available to common stockholders to adjusted net income available to common stockholders (non-GAAP).





                                     - 22 -
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                         THE CHARLES SCHWAB CORPORATION

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