CHARLES SCHWAB Item 8.01 Other Events
Financial Information Related to TD Ameritrade Holding Corporation Acquisition
Included in this Current Report on Form 8-K are (a) TD Ameritrade's audited
consolidated financial statements and related notes as of
Also included in this Current Report on Form 8-K is the consent of
The pro forma financial statements included in this Current Report on Form 8-K has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the merger occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that CSC will experience after the merger.
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Item 9.01 Financial Statements and Exhibits
(a) Financial statements of TD Ameritrade.
TD Ameritrade's audited consolidated financial statements and related notes as
of
(b) Quarterly financial statements of TD Ameritrade.
TD Ameritrade's unaudited consolidated financial statements and related notes
for the three months ended
(c) Pro forma financial statements of CSC.
CSC's unaudited pro forma condensed combined financial statements, giving effect
to the merger, which includes the unaudited pro forma condensed combined balance
sheet as of
(d) Exhibits Exhibit No. Description 15.1 Acknowledgement ofErnst & Young LLP , independent registered public accounting firm of TD Ameritrade. 23.1 Consent ofErnst & Young LLP , independent registered public accounting firm of TD Ameritrade. 99.1 TD Ameritrade's audited consolidated financial statements and related notes as ofSeptember 30, 2019 and 2018 and for each of the years in the three-year period endedSeptember 30, 2019 and the related report ofErnst & Young LLP , TD Ameritrade's independent registered public accounting firm. 99.2 TD Ameritrade's unaudited consolidated financial statements and related notes for the three months endedDecember 31, 2019 and 2018. 99.3 CSC's unaudited pro forma condensed combined financial statements, giving effect to the merger, which includes the unaudited pro forma condensed combined balance sheet as ofDecember 31, 2019 , the unaudited pro forma condensed combined statement of income for the year endedDecember 31, 2019 and the related notes. 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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Cautionary Statement Regarding Forward-Looking Statements
This communication, including any information included or incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements that refer to expectations, projections, or other characterizations of future events or circumstances and are identified by words such as "believe," "anticipate," "expect," "estimate," "assume," "intend," "plan," "forecast," "predict," "project," "will," "may," "aim," "target," "could," "should," "continue," "build," "improve," "growth," "increase," "potential," "strategy," "objective," and other similar expressions. These forward-looking statements include, but are not limited to, statements about the anticipated benefits of the merger between CSC and TD Ameritrade, including future financial and operating results and performance; statements about CSC's and TD Ameritrade's and the combined company's plans, objectives, expectations and intentions with respect to future operations, products and services; financial projections; the amount and timing of synergies from the merger; and expected timing of completion of the merger. These forward-looking statements, which reflect CSC's and TD Ameritrade's management's beliefs, objectives and expectations as of the date of this Current Report on Form 8-K, or in the case of any information included or incorporated by reference, as of the date of those documents, are necessarily estimates. Achievement of the expressed beliefs, objectives and expectations is subject to risks and uncertainties that could cause actual results to differ materially.
Factors that may cause actual results to differ include, but are not limited to:
the failure of the parties to satisfy the closing conditions in the merger
agreement in a timely manner or at all, including stockholder and regulatory
approvals and noncontrol determinations; disruptions to the parties' businesses
as a result of the announcement and pendency of the merger; the parties being
unable to successfully implement their integration strategies; the risk that
expected revenue, expense and other synergies from the merger may not be fully
realized or may take longer to realize than expected; general market conditions,
including the level of interest rates, equity valuations and trading activity;
the parties' ability to attract and retain clients and RIAs and grow those
relationships and client assets; competitive pressures on pricing, including
deposit rates; the parties' ability to develop and launch new and enhanced
products, services, and capabilities, as well as enhance their infrastructure,
in a timely and successful manner; client use of the parties' advisory solutions
and other products and services; client sensitivity to rates; the level of
client assets, including cash balances; capital and liquidity needs and
management; regulatory guidance; litigation or regulatory matters; and any
adverse impact of financial reform legislation and related regulations.
Additional factors that could cause CSC's and TD Ameritrade's results to differ
materially from those described in the forward-looking statements can be found
in CSC's and TD Ameritrade's filings with the
You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this communication. Except to the extent required by applicable law or regulation, CSC and TD Ameritrade undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.
Important Information About the TD Ameritrade Acquisition and Where to Find it
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. In
connection with the proposed transaction between CSC and TD Ameritrade, CSC and
TD Ameritrade have filed relevant materials with the
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FILED WITH THE
CSC, TD Ameritrade, their respective directors and certain of their respective
executive officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding the
directors and executive officers of CSC, and their direct or indirect interests
in the transaction, by security holdings or otherwise, is contained in CSC's
Form 10-K for the year ended
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