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. Incorporated in 1986, CSC 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), incorporated in 1971, a securities
broker-dealer;
•TD Ameritrade, Inc., an introducing securities broker-dealer;
•TD Ameritrade Clearing, Inc. (TDAC), a securities broker-dealer that provides
trade execution and clearing services to TD Ameritrade, Inc.;
•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.

Effective October 6, 2020, the Company completed its acquisition of TD
Ameritrade Holding Corporation (TDA Holding) and its consolidated subsidiaries
(collectively referred to as "TD Ameritrade" or "TDA"). TD Ameritrade provides
securities brokerage services, including trade execution, clearing services, and
margin lending, through its broker-dealer subsidiaries; and futures and foreign
exchange trade execution services through its futures commission merchant (FCM)
and forex dealer member (FDM) subsidiary. The TD Ameritrade acquisition is
further described in Note 3 of the notes to the condensed consolidated financial
statements below. Our consolidated financial statements include the results of
operations and financial condition of TD Ameritrade beginning on October 6,
2020.

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 $60 trillion, which means the Company's $7.57 trillion in
total 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.
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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)

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, 2020 (2020
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 or Commission): 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 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.


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," "continue," and other similar
expressions. In addition, any statements that refer to expectations,
projections, or other characterizations of future events or circumstances are
forward-looking statements.

These forward-looking statements, which reflect management's beliefs,
objectives, and expectations as of the date hereof, 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);
•Expected benefits from the TD Ameritrade acquisition; scope of technology work
related to the integration; expected timing for the client conversion; cost
estimates and timing related to the TD Ameritrade integration, including
acquisition and integration-related costs and capital expenditures, cost
synergies, and exit and other related costs (see Overview, Business Acquisitions
in Part I, Item 1, Financial Information - Notes to Condensed Consolidated
Financial Statements (Item 1) - Note 3, and Exit and Other Related Liabilities
in Item 1 - Note 11);
•Money market fund fee waivers (see Results of Operations);
•2021 capital expenditures (see Results of Operations);
•The phase-out of the use of LIBOR (see Risk Management);
•Capital management; Tier 1 Leverage operating objective; sources of liquidity
and capital (see Capital Management);
•The migration of IDA balances to our balance sheet (see Capital Management and
Commitments and Contingencies in Item 1 - Note 10);
•The likelihood of indemnification and guarantee payment obligations and clients
failing to fulfill contractual 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 advice 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;
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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)

•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 in a win-win manner;
•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;
•Our ability to support client activity levels;
•The risk that expected cost synergies and other benefits from the TD Ameritrade
acquisition may not be fully realized or may take longer to realize than
expected;
•The timing and scope of integration-related and other technology projects;
•Real estate and workforce decisions;
•Migrations of bank deposit account balances (BDA balances);
•Prepayment levels for mortgage-backed securities;
•Client cash allocations;
•LIBOR trends;
•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 2020
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 2021 and 2020 are:


                                                 Three Months Ended                                         Six Months Ended
                                                      June 30,                      Percent                     June 30,               Percent
                                               2021               2020              Change               2021               2020        Change
Client Metrics
Net new client assets (in billions) (1)    $   108.8          $   137.4                 (21) %       $   242.6          $   210.6           15  %

Core net new client assets (in billions) $ 108.8 $ 46.6

            133  %       $   257.0          $   119.8          115  %

Client assets (in billions, at quarter $ 7,574.8 $ 4,110.1

              84  %

end)

Average client assets (in billions) $ 7,358.9 $ 3,849.7

              91  %       $ 7,155.6          $ 3,884.2           84  %
New brokerage accounts (in thousands) (2)      1,657              1,652                   -              4,810              2,261          113  %
Active brokerage accounts (in thousands,      32,265             14,107                 129  %
at quarter end)
Assets receiving ongoing advisory services
(in billions,                              $ 3,734.4          $ 2,092.7                  78  %
 at quarter end)
Client cash as a percentage of client           10.5  %            13.6  %
assets (at quarter end)
Company Financial Information and Metrics
Total net revenues                         $   4,527          $   2,450                  85  %       $   9,242          $   5,067           82  %
Total expenses excluding interest              2,808              1,562                  80  %           5,563              3,132           78  %
Income before taxes on income                  1,719                888                  94  %           3,679              1,935           90  %
Taxes on income                                  454                217                 109  %             930                469           98  %
Net income                                     1,265                671                  89  %           2,749              1,466           88  %
Preferred stock dividends and other              148                 50                 196  %             244                 88          177  %
Net income available to common             $   1,117          $     621                  80  %       $   2,505          $   1,378           82  %

stockholders

Earnings per common share - diluted (3) $ .59 $ .48

              23  %       $    1.32          $    1.07           23  %
Net revenue growth from prior year                85  %              (9) %                                  82  %              (6) %
Pre-tax profit margin                           38.0  %            36.2  %                                39.8  %            38.2  %
Return on average common stockholders'            10  %              10  %                                  10  %              12  %
equity (annualized)
Expenses excluding interest as a
percentage of average client                    0.15  %            0.16  %                                0.16  %            0.16  %
 assets (annualized)
Consolidated Tier 1 Leverage Ratio (at           6.4  %             5.9  %
quarter end)
Non-GAAP Financial Measures (4)
Adjusted total expenses (5)                $   2,510          $   1,469                              $   4,992          $   2,996
Adjusted diluted EPS (3)                   $     .70          $     .54                              $    1.55          $    1.14
Return on tangible common equity                  20  %              12  %                                  21  %              15  %


(1) The first six months of 2021 includes an outflow of $14.4 billion from a
mutual fund clearing services client. 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) In connection with the acquisition of TD Ameritrade, Schwab issued
approximately 586 million common shares to TD Ameritrade stockholders,
increasing our weighted average common shares outstanding for the second quarter
and first six months of 2021 relative to the same periods in 2020.
(4) See Non-GAAP Financial Measures for further details and a reconciliation of
such measures to GAAP reported results.
(5) Adjusted total expenses is a non-GAAP financial measure adjusting total
expenses excluding interest. See Non-GAAP Financial Measures.

During the second quarter and first six months of 2021, the U.S. saw signs of
returning normalcy in everyday life as vaccinations accelerated, social
activities largely resumed, and people started returning to corporate offices.
Schwab successfully re-opened nearly all of our 406 branch offices, including 80
independent branches during the second quarter. Throughout the first six months
of 2021, equity markets continued to rise, with both the S&P 500® and NASDAQ®
achieving record highs during the second quarter, while longer-term interest
rates fluctuated as investors digested economic recovery data and Federal
Reserve commentary.

Schwab continued to support highly engaged investors throughout the first six
months of 2021, even as trading activity levels moderated in the second quarter
from the surge seen in the first quarter. Clients opened 1.7 million and 4.8
million new
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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)

brokerage accounts during the second quarter and first six months of 2021,
respectively. Daily average trades (DATs) were 6.0 million during the second
quarter of 2021, representing a 28% slowdown from the first quarter's average of
8.4 million, but still 4% higher than the fourth quarter of 2020. Core net new
assets totaled $108.8 billion during the second quarter of 2021, rising 133%
from the second quarter of 2020. This continued strong asset gathering brought
core net new assets for the first six months of 2021 to $257.0 billion,
representing a year-to-date organic growth rate of 8%, and total client assets
reached $7.57 trillion as of June 30, 2021, up 7% during the quarter and up 84%
from the year-earlier period.

Against this backdrop, Schwab delivered solid financial performance during the
second quarter and first six months of 2021. Net income totaled $1.3 billion and
$2.7 billion during the second quarter and first six months of 2021,
respectively, increasing 89% and 88% from the same periods in 2020. Diluted
earnings per common share (EPS) totaled $.59 and $1.32 during the second quarter
and first six months of 2021, respectively, rising 23% from both comparable
periods in 2020. Adjusted diluted EPS (1), which excludes acquisition and
integration-related costs, amortization of acquired intangible assets, and
related income tax effects, amounted to $.70 and $1.55 for the second quarter
and first six months of 2021, up 30% and 36%, respectively, from the same prior
year periods. Our financial results in the second quarter and first half of 2021
were significantly impacted by the inclusion of TD Ameritrade, as detailed
further in Results of Operations.

Total net revenues were $4.5 billion and $9.2 billion in the second quarter and
first half of 2021, up 85% and 82%, respectively from the same periods in the
prior year. Net interest revenue totaled $1.9 billion and $3.9 billion during
the second quarter and first half of 2021, respectively, rising 40% and 30% from
the comparable periods in 2020 and reflective of the inclusion of TD Ameritrade.
Net interest revenue in the second quarter grew 2% from the first quarter of
2021, as modest growth in interest-earning assets, including growth in bank
loans and higher margin loan utilization, helped offset the Federal Reserve's
ongoing Zero Interest Rate Policy and persistent prepayment activity within our
investment securities portfolio.

Asset management and administration fees totaled $1.0 billion and $2.1 billion
in the second quarter and first half of 2021, increasing 31% and 27%,
respectively, from the same periods in 2020. These increases were due to the
inclusion of TD Ameritrade in the first half of 2021, as well as strong asset
gathering, positive equity markets, and growth in advice solutions balances,
partially offset by money market fund fee waivers. Strong asset gathering and
sustained growth in advice solutions in the second quarter of 2021 also helped
drive a 3% increase in asset management and administration fees from the first
quarter of the year.

Trading revenue was $955 million and $2.2 billion in the second quarter and
first half of 2021, respectively, up from $193 million and $381 million in the
same periods in 2020. This growth was due to the inclusion of TD Ameritrade in
the first half of 2021 and the overall strong trading environment. Trading
revenue decreased 21% in the second quarter of 2021 relative to the first
quarter of the year, as client activity remained strong relative to past levels
but decreased from the first quarter's surge. Bank deposit account fees totaled
$337 million and $688 million during the second quarter and first six months of
2021, respectively. BDA balances ended the second quarter at $161.8 billion,
down 1% from year-end 2020.

Total expenses excluding interest were $2.8 billion and $5.6 billion in the
second quarter and first half of 2021, increasing 80% and 78%, respectively,
from the comparable prior year periods. These increases are due primarily to the
inclusion of TD Ameritrade's results and a $200 million charge for a regulatory
matter recorded in the second quarter of 2021 (see Item 1 - Note 10). During the
second quarter and first six months of 2021, acquisition and integration-related
costs totaled $144 million and $263 million, respectively, and amortization of
acquired intangible assets was $154 million and $308 million, respectively.
Exclusive of these items, adjusted total expenses (1) were $2.5 billion and $5.0
billion for the second quarter and first six months of 2021, up 71% and 67%,
respectively, from the same periods in 2020. Total expenses excluding interest
increased 2% in the second quarter of 2021 relative to the first quarter of the
year, and adjusted total expenses increased 1%.

Return on average common stockholders' equity was 10% for both the second
quarter and first six months of 2021, compared with 10% and 12% for the same
periods in 2020. Return on tangible common equity (1) (ROTCE) was 20% and 21% in
the second quarter and first six months of 2021, respectively, up from 12% and
15% in the comparable respective periods in 2020, due primarily to higher net
income.

(1) Adjusted diluted EPS, adjusted total expenses, 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.


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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 Company maintained a consistent approach to balance sheet management
throughout the first half of 2021. We continued to support organic growth and
prepared for initial BDA balance migrations, which began in July. We
supplemented our funding mix in the second quarter by issuing $2.25 billion in
long-term senior notes and repaying $1.2 billion in similar debt that matured in
May. In addition, we issued senior notes totaling $4.0 billion in March 2021.
During the first quarter, we completed two preferred stock offerings: Series I
for $2.25 billion and Series J for $600 million, and in June, we redeemed our
$600 million Series C preferred stock. Consolidated balance sheet assets totaled
$575 billion at June 30th, up 2% from the first quarter and up 5% from year-end
2020. Our Tier 1 Leverage Ratio of 6.4% was consistent with the first quarter
and up slightly from year-end 2020's ratio of 6.3%.

Though significantly heightened client activity levels during the first quarter
of 2021 impacted our service quality at times, we have taken multiple steps to
better deliver the service experience our clients deserve and rely on, including
enhancing online self-service capabilities, streamlining our call-routing
processes, and increasing hiring. Our efforts have been yielding results, with
significant improvement in client service levels by the end of the first quarter
of 2021, and our service levels continued to improve in the second quarter as
client activity moderated.

Integration of TD Ameritrade

Against a backdrop of elevated client activity and volume in the first six
months of 2021, including the unprecedented client activity in the first quarter
of the year, the Company continued its integration of TD Ameritrade. As a result
of the significant growth seen in recent quarters across key client volume
metrics, including the number of active brokerage accounts, DATs, and peak daily
trades, the Company has increased the scope of technology work related to the
integration. We have commenced greater technology build-out to support the
expanded volumes of our combined client base. Based on our current integration
plans and expanded scope of technology work, the Company expects to complete
client conversion within 30 to 36 months from the date of acquisition, and we
expect to incur total acquisition and integration-related costs and capital
expenditures of between $2.0 billion and $2.2 billion.

The Company's estimates of the nature, amounts, and timing of recognition of
acquisition and integration-related costs remain subject to change based on a
number of factors, including the expected duration and complexity of the
integration process and the heightened uncertainty of the current economic
environment. More specifically, factors that could cause variability in our
expected acquisition and integration-related costs include the level of employee
attrition, workforce redeployment from eliminated positions into open roles,
changes in the levels of client activity, as well as increased real
estate-related exit cost variability due to effects of the COVID-19 pandemic.

Over the course of the integration, we continue to expect to realize annualized
cost synergies of between $1.8 billion and
$2.0 billion. Through the second quarter of 2021, we have achieved approximately
one-third of this amount on an annualized run-rate basis, and currently expect
to achieve approximately 40% by the end of the first year following acquisition.
Estimated timing and amounts of synergy realization are subject to change as we
progress in the integration. Refer to Item 7 - Overview in our 2020 Form 10-K
and Item 1 - Note 11 for additional information regarding our integration of TD
Ameritrade.

Current Regulatory Environment and Other Developments

Liquidity Coverage Ratio



As a result of our average weighted short-term wholesale funding for the past
four quarters exceeding $75 billion, we became subject to daily reporting of our
liquidity coverage ratio (LCR) and net stable funding ratio (NSFR) to the
Federal Reserve on July 1, 2021, and will become subject to the full (100%) LCR
and NSFR (up from 85%) on October 1, 2021.

Financial Holding Company Election



On March 16, 2021, CSC's declaration electing to be treated as a Financial
Holding Company (FHC) was deemed effective by the Federal Reserve. In addition
to the activities that savings and loan holding companies that have not elected
to be treated as an FHC are permitted to conduct, the Company may now also
engage in activities that are financial in nature or incidental to a financial
activity (FHC Activities), including securities underwriting, dealing and making
markets in securities, various insurance underwriting activities, and making
merchant banking investments in non-financial companies.

The Federal Reserve has the authority to limit an FHC's ability to conduct otherwise permissible FHC Activities if the FHC or any of its depository institution subsidiaries ceases to meet the applicable eligibility requirements, including requirements that


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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 FHC and each of its depository institution subsidiaries maintain their
status as "well-capitalized" and "well-managed." If the Federal Reserve finds
that an FHC fails to meet these requirements, the FHC and its subsidiaries may
not commence any new FHC Activity, either de novo or through an acquisition,
without prior Federal Reserve approval. The Federal Reserve may also impose any
additional limitations or conditions on the conduct or activities of the FHC or
any of its subsidiaries as it deems appropriate. If the FHC still fails to
satisfy the applicable eligibility requirements 180 days after the Federal
Reserve's finding, the agency may require divestiture of all of the FHC's
depository institution subsidiaries or, alternatively, the FHC may elect to
cease all of its FHC Activities. In addition, if any depository institution
controlled by an FHC fails to maintain at least a "Satisfactory" rating under
the Community Reinvestment Act, the FHC and its subsidiaries are prohibited from
engaging in additional FHC Activities.


RESULTS OF OPERATIONS

Total Net Revenues

The following tables present a comparison of revenue by category:


                                                                                  2021                                    2020
                                                                                           % of                                    % of
                                                  Percent                               Total Net                               Total Net
Three Months Ended June 30,                        Change             Amount             Revenues             Amount             Revenues
Net interest revenue
Interest revenue                                        39  %       $ 2,068                     46  %       $ 1,486                     61  %
Interest expense                                        25  %          (121)                    (3) %           (97)                    (4) %
Net interest revenue                                    40  %         1,947                     43  %         1,389                     57  %
Asset management and administration fees
Mutual funds, exchange-traded funds (ETFs),
and collective trust                                    13  %           481                     11  %           425                     17  %
 funds (CTFs)
Advice solutions                                        56  %           490                     11  %           314                     13  %
Other                                                   23  %            76                      1  %            62                      3  %
Asset management and administration fees                31  %         1,047                     23  %           801                     33  %
Trading revenue
Commissions                                               N/M           479                     11  %           111                      5  %
Order flow revenue                                        N/M           465                     10  %            72                      3  %
Principal transactions                                  10  %            11                      -               10                      -
Trading revenue                                           N/M           955                     21  %           193                      8  %
Bank deposit account fees                                 N/M           337                      7  %             -                      -
Other                                                     N/M           241                      6  %            67                      2  %

Total net revenues                                      85  %       $ 4,527                    100  %       $ 2,450                    100  %



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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)

                                                                                  2021                                    2020
                                                                                           % of                                    % of
                                                  Percent                               Total Net                               Total Net
Six Months Ended June 30,                          Change             Amount             Revenues             Amount             Revenues
Net interest revenue
Interest revenue                                        28  %       $ 4,083                     44  %       $ 3,194                     63  %
Interest expense                                        (3) %          (225)                    (2) %          (233)                    (5) %
Net interest revenue                                    30  %         3,858                     42  %         2,961                     58  %
Asset management and administration fees
Mutual funds, ETFs, and CTFs                             8  %           951                     10  %           877                     17  %
Advice solutions                                        53  %           958                     10  %           626                     12  %
Other                                                   23  %           154                      2  %           125                      3  %
Asset management and administration fees                27  %         2,063                     22  %         1,628                     32  %
Trading revenue
Commissions                                               N/M         1,093                     12  %           224                      4  %
Order flow revenue                                        N/M         1,056                     11  %           127                      3  %
Principal transactions                                 (27) %            22                      1  %            30                      1  %
Trading revenue                                           N/M         2,171                     24  %           381                      8  %
Bank deposit account fees                                 N/M           688                      7  %             -                      -
Other                                                     N/M           462                      5  %            97                      2  %

Total net revenues                                      82  %       $ 9,242                    100  %       $ 5,067                    100  %

N/M Not meaningful. Percentage changes greater than 200% are presented as not meaningful.



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.

As the U.S. economic recovery advanced in the first half of 2021, interest rates
remained historically low. Short-term rates remained near zero throughout the
first half of 2021; longer-term interest rates began to rise in the first
quarter, yet declined slightly during the second quarter. The overall
environment continued to contribute to elevated levels of prepayments on
mortgage-backed securities, resulting in accelerated reinvestment of the
available for sale (AFS) portfolio during the first half of 2021. Client
engagement in the equity markets greatly increased early in 2021, and clients
were net buyers of equity securities and other investment products throughout
the first half of the year, resulting in outflows of client cash. At the same
time, Schwab saw significant growth in new client brokerage accounts and net new
client assets, driving further growth in Schwab's interest-earning assets.


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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 tables present net interest revenue information corresponding to
interest-earning assets and funding sources on the condensed consolidated
balance sheets:
                                                                          2021                                                            2020
                                                                      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                       $   41,913          $        9                    0.07  %       $   56,553          $       19                    0.13  %
Cash and investments segregated                     41,037                   4                    0.04  %           33,521                  27          

0.32 %



Receivables from brokerage clients                  75,737                 609                    3.18  %           17,915                 111                    2.44  %
Available for sale securities (1)                  344,719               1,103                    1.28  %          234,346               1,146                    1.95  %
Bank loans                                          27,234                 148                    2.18  %           20,163                 133                    2.63  %
Total interest-earning assets                      530,640               1,873                    1.40  %          362,498               1,436                    1.58  %
Securities lending revenue (2)                                             194                                                              49
Other interest revenue (2)                                                   1                                                               1
Total interest-earning assets (3)               $  530,640          $    2,068                    1.55  %       $  362,498          $    1,486                    1.63  %
Funding sources
Bank deposits                                   $  368,026          $       13                    0.01  %       $  288,990          $       12                    0.02  %
Payables to brokerage clients                       87,367                   2                    0.01  %           37,500                   1                    0.01  %
Short-term borrowings (4)                            3,245                   3                    0.33  %               39                   -                    0.24  %
Long-term debt                                      18,349                  97                    2.12  %            8,524                  77                    3.60  %
Total interest-bearing liabilities                 476,987                 115                    0.10  %          335,053                  90                    0.11  %
Non-interest-bearing funding sources (3)            53,653                                                          27,445
Securities lending expense (2)                                               7                                                               9
Other interest expense (2)                                                  (1)                                                             (2)
Total funding sources (3)                       $  530,640          $      121                    0.09  %       $  362,498          $       97                    0.10  %
Net interest revenue                                                $   

1,947                    1.46  %                           $    1,389                    1.53  %




                                     - 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)

                                                                          2021                                                            2020
                                                                      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                       $   40,414          $       16                    0.08  %       $   44,343          $      104                    0.46  %
Cash and investments segregated                     44,573                  14                    0.06  %           28,619                 114          

0.79 %



Receivables from brokerage clients                  71,760               1,172                    3.25  %           18,533                 279                    2.97  %
Available for sale securities (1)                  341,500               2,194                    1.28  %          216,045               2,331                    2.15  %

Bank loans                                          25,862                 287                    2.22  %           19,530                 277                    2.84  %
Total interest-earning assets                      524,109               3,683                    1.40  %          327,070               3,105                    1.89  %
Securities lending revenue (2)                                             398                                                              86
Other interest revenue (2)                                                   2                                                               3
Total interest-earning assets (3)               $  524,109          $    4,083                    1.55  %       $  327,070          $    3,194                    1.94  %
Funding sources
Bank deposits                                   $  365,576          $       26                    0.01  %       $  258,256          $       69                    0.05  %
Payables to brokerage clients                       87,353                   4                    0.01  %           33,894                   9                    0.05  %
Short-term borrowings (4)                            2,175                   3                    0.30  %               21                   -                    0.31  %
Long-term debt                                      16,308                 182                    2.23  %            8,025                 143                    3.57  %
Total interest-bearing liabilities              $  471,412          $      215                    0.09  %       $  300,196          $      221                    0.15  %
Non-interest-bearing funding sources (3)            52,697                                                          26,874
Securities lending expense (2)                                              12                                                              16
Other interest expense (2)                                                  (2)                                                             (4)
Total funding sources (3)                       $  524,109          $      225                    0.08  %       $  327,070          $      233                    0.14  %
Net interest revenue                                                $    3,858                    1.47  %                           $    2,961                    1.80  %


(1) Amounts have been calculated based on amortized cost.
(2) Beginning in the fourth quarter of 2020, securities lending revenue has been
reclassified from broker-related receivables and other revenue. Securities
lending expense has been reclassified from other expense. Prior period amounts
have been reclassified to reflect this change.
(3) Beginning in the fourth quarter of 2020, broker-related receivables were
removed from total interest earning assets and netted against
non-interest-bearing funding sources, resulting in an immaterial reduction to
total interest-earning assets and total funding sources. Prior period amounts
have been reclassified to reflect this change.
(4) Interest revenue or expense was less than $500 thousand in the period or
periods presented.

Net interest revenue increased $558 million, or 40%, and $897 million or 30% in
the second quarter and first six months of 2021 compared to the same periods in
2020. These increases were due largely to significant growth in margin loans and
securities lending revenue as a result of our acquisition of TD Ameritrade. The
increases in net interest revenue were also supported by overall growth in
interest-earning assets, including growth in bank loans, partially offset by
lower average yields. Accelerated premium amortization stemming from the
elevated prepayment of mortgage-related debt securities in the AFS portfolio
partially offset the growth in net interest revenue. TD Ameritrade contributed
$558 million and $1.1 billion of net interest revenue during the second quarter
and first six months of 2021, respectively.

Average interest-earning assets for the second quarter and first six months of
2021 were higher by 46% and 60%, respectively, compared to the same periods in
2020. This increase resulted from higher bank deposits and payables to brokerage
clients, due to heightened client cash balances driven by the low interest rate
environment and strong net new client cash inflows, as well as our 2020
acquisitions of TD Ameritrade and USAA-IMCO.

Our net interest margin decreased to 1.46% and 1.47% during the second quarter
and first six months of 2021, respectively, down from 1.53% and 1.80% during the
same periods in 2020. This decrease was driven primarily by lower yields
received on interest-earning assets, in part due to purchases of investment
securities throughout 2020 and the first six months of 2021 which were made at
rates below the average yield on the AFS portfolio. This more than offset the
benefit from increased margin utilization and securities lending, which
comprised 41% and 40% of net interest revenue during the second quarter and
first six months of 2021, respectively, compared to 11% and 12% of net interest
revenue for the same periods in 2020.

                                     - 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)

Asset Management and Administration Fees

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


                                                                  2021                                                       2020
                                              Average                                                   Average
                                               Client                               Average              Client                                Average
Three Months Ended June 30,                    Assets            Revenue              Fee                Assets             Revenue              Fee

Schwab money market funds before fee $ 157,057 $ 114

           0.29  %       $   213,037          $    164                0.31  %
waivers
Fee waivers                                                         (85)                                                       (15)
Schwab money market funds                  $   157,057               29                0.07  %       $   213,037               149                0.28  %
Schwab equity and bond funds, ETFs, and        415,311               94                0.09  %           274,570                68                0.10  %

CTFs


Mutual Fund OneSource® and other               228,890              180                0.32  %           175,067               135                0.31 

%


non-transaction fee funds
Other third-party mutual funds and ETFs        896,236              178                0.08  %           416,242                73                0.07  %

(1)


Total mutual funds, ETFs, and CTFs (2)     $ 1,697,494              481                0.11  %       $ 1,078,916               425                0.16  %
Advice solutions (2)
Fee-based                                  $   448,107              490                0.44  %       $   260,653               314                0.48  %
Non-fee-based                                   87,857                -                   -               69,234                 -                   -

Total advice solutions                     $   535,964              490                0.37  %       $   329,887               314                0.38  %
Other balance-based fees (3)                   605,617               63                0.04  %           407,796                45                0.04  %
Other (4)                                                            13                                                         17
Total asset management and administration                       $ 1,047                                                   $    801
fees



                                                                  2021                                                     2020
                                              Average                                                  Average
                                               Client                              Average              Client                              Average
Six Months Ended June 30,                      Assets            Revenue             Fee                Assets            Revenue             Fee

Schwab money market funds before fee $ 163,370 $ 236

       0.29%            $   208,405                             0.30%
waivers                                                                                                                  $   316
Fee waivers                                                        (163)                                                     (15)
Schwab money market funds                  $   163,370               73            0.09%            $   208,405              301            0.29%
Schwab equity and bond funds, ETFs, and        396,296              180            0.09%                282,689              144            0.10%

CTFs


Mutual Fund OneSource® and other               225,673              352            0.31%                181,825              282            0.31%
non-transaction fee funds
Other third-party mutual funds and ETFs        872,822              346            0.08%                434,100              150            0.07%

(1)


Total mutual funds, ETFs, and CTFs (2)     $ 1,658,161              951            0.12%            $ 1,107,019              877            0.16%
Advice solutions (2)
Fee-based                                  $   436,368              958            0.44%            $   261,954              626            0.48%
Non-fee-based                                   86,312                -                -                 70,232                -                -

Total advice solutions                     $   522,680              958            0.37%            $   332,186              626            0.38%
Other balance-based fees (3)                   591,090              127            0.04%                420,321               99            0.05%
Other (4)                                                            27                                                       26
Total asset management and administration                       $ 2,063                                                  $ 1,628

fees




(1) Beginning in the fourth quarter of 2020, includes third-party money funds
related to the acquisition of TD Ameritrade.
(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 $246 million, or 31%, and
$435 million, or 27% in the second quarter and first six months of 2021,
respectively compared to the same periods in 2020. These increases were due to
the acquisition of TD Ameritrade, as well as additional growth in advice
solutions, including managed account assets from USAA, and overall strength in
the equity markets during the first six months of 2021 relative to the same
period in 2020. These increases were partially offset by the effect of money
market fund fee waivers due to declining portfolio yields. TD Ameritrade
contributed $146 million and $288 million of asset management and administration
fees in the second quarter and first six months of 2021, respectively. The
amount of fee waivers in coming 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.

                                     - 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)

The following tables present a roll forward of client assets for the Schwab
money market funds, Schwab equity and bond funds, exchange-traded funds (ETFs),
and collective trust funds (CTFs), and Mutual Fund OneSource® and other
non-transaction fee (NTF) funds. These funds generated 29% of the asset
management and administration fees earned in both the second quarter and first
six months of 2021, compared to 44% and 45% of the asset management and
administration fees earned in the second quarter and first six months of 2020,
respectively:
                                         Schwab Money                          Schwab Equity and                        Mutual Fund OneSource®
                                         Market Funds                      Bond Funds, ETFs, and CTFs                     and Other NTF funds
Three Months Ended June 30,         2021               2020                 2021                  2020                  2021                  2020

Balance at beginning of period $ 163,581 $ 203,728 $

  373,817          $ 235,623          $    227,289             $ 161,639
Net inflows (outflows)            (11,647)             7,625                  13,875             (1,416)               (1,784)               (4,488)
Net market gains (losses) and
other                                   9                205                  23,399             39,139                14,676                35,848
Balance at end of period        $ 151,943          $ 211,558          $      411,091          $ 273,346          $    240,181             $ 192,999



                                          Schwab Money                          Schwab Equity and                        Mutual Fund OneSource®
                                          Market Funds                      Bond Funds, ETFs, and CTFs                     and Other NTF funds
Six Months Ended June 30,            2021               2020                 2021                  2020                  2021                  2020

Balance at beginning of period $ 176,089 $ 200,826 $

   341,689          $ 286,275          $    223,857             $ 202,068
Net inflows (outflows)             (24,169)             9,614                  26,680              5,115                (6,472)              (15,053)
Net market gains (losses) and
other                                   23              1,118                  42,722            (18,044)               22,796                 5,984

Balance at end of period $ 151,943 $ 211,558 $


  411,091          $ 273,346          $    240,181             $ 192,999



Trading Revenue
The following table presents trading revenue and related information:
                                                                                                Six Months Ended
                                   Three Months Ended June 30,          Percent                     June 30,                     Percent
                                      2021             2020              Change               2021              2020              Change

Trading revenue                    $    955          $  193                     N/M       $    2,171          $  381                     N/M
Clients' daily average trades
(DATs) (in thousands)                 6,042           1,619                     N/M            7,209           1,580                     N/M
Number of trading days                 63.0            63.0                    -               124.0           125.0                   (1) %
Revenue per trade (1)              $   2.51          $ 1.89                   33  %       $     2.43          $ 1.93                   26  %


(1) Revenue per trade is calculated as trading revenue divided by DATs
multiplied by the number of trading days.
N/M Not meaningful. Percentage changes greater than 200% are presented as not
meaningful.

Trading revenue increased $762 million and $1.8 billion in the second quarter
and first six months of 2021, respectively, compared to the same periods in
2020, primarily due to the acquisition of TD Ameritrade and heightened client
engagement, which together drove significantly higher DATs throughout the first
six months of 2021. This increased trading activity and a higher percentage of
options trades drove significant growth in commissions and order flow revenue.
Overall, TD Ameritrade contributed $767 million and $1.7 billion of trading
revenue in the second quarter and first six months of 2021, respectively.

Bank Deposit Account Fees



Beginning in the fourth quarter of 2020, the Company began earning bank deposit
account fee revenue pursuant to the Insured Deposit Account agreement (IDA
agreement) with TD Bank USA, National Association and TD Bank, National
Association (together, the TD Depository Institutions) and arrangements with
other third-party banks. Bank deposit account fees are primarily affected by
average BDA balances and floating- and fixed-rate reference yields. Fees earned
under the IDA agreement are affected by changes in interest rates and the
composition of balances designated as fixed- and floating-rate.

Bank deposit account fees totaled $337 million and $688 million during the second quarter and first six months of 2021, respectively. During the six months ended June 30, 2021, the total average BDA balance was approximately $164.1 billion, of which approximately 80% was designated as fixed-rate obligation amounts and approximately 20% as floating-rate obligation amounts.


                                     - 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)

Other Revenue



Other revenue includes exchange processing fees, certain service fees, software
fees, and non-recurring gains. Other revenue increased $174 million and $365
million in the second quarter and first six months of 2021, respectively,
compared to the same periods in 2020 primarily due to the acquisition of TD
Ameritrade, higher service fees resulting from higher trade volume and growth in
customer base, and a gain on the sale of an investment during the second quarter
of 2021.

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
                                             2021              2020              Change              2021             2020              Change
Compensation and benefits
Salaries and wages                       $     796          $   523                   52  %       $ 1,572          $ 1,025                   53  %
Incentive compensation                         331              181                   83  %           740              408                   81  %
Employee benefits and other                    191              115                   66  %           436              283                   54  %

Total compensation and benefits $ 1,318 $ 819

          61  %       $ 2,748          $ 1,716                   60  %
Professional services                          247              198                   25  %           473              380                   24  %
Occupancy and equipment                        239              152                   57  %           476              294                   62  %
Advertising and market development             128               70                   83  %           244              137                   78  %
Communications                                 166               78                  113  %           313              153                  105  %
Depreciation and amortization (1)              135               97                   39  %           264              187                   41  %
Amortization of acquired intangible
assets (1)                                     154               12                     N/M           308               18                     N/M
Regulatory fees and assessments                 66               36                   83  %           144               70                  106  %
Other                                          355              100                     N/M           593              177                     N/M

Total expenses excluding interest $ 2,808 $ 1,562

          80  %       $ 5,563          $ 3,132                   78  %
Expenses as a percentage of total net
revenues
Compensation and benefits                       29  %            33  %                                 30  %            34  %
Advertising and market development               3  %             3  %                                  3  %             3  %
Full-time equivalent employees (in
thousands)
At quarter end                                   32.5             21.8                49  %
Average                                          32.4             21.3                52  %             32.3             20.6                57  %


(1) Beginning in the third quarter of 2020, amortization of acquired intangible
assets was reclassified from depreciation and amortization. Prior periods have
been reclassified to reflect this change.
N/M Not meaningful. Percentage changes greater than 200% are presented as not
meaningful.

Expenses excluding interest increased by 80% and 78% in the second quarter and
first six months of 2021, respectively, compared to the same periods in 2020. In
the second quarter and first six months of 2021, total expenses excluding
interest included $0.9 billion and $1.8 billion, respectively, from TD
Ameritrade. Adjusted total expenses, which excludes acquisition and
integration-related costs and amortization of acquired intangible assets,
increased 71% and 67% in the second quarter and first six months of 2021,
respectively, compared to the same periods in 2020. 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 2021, compared to the same periods in 2020, primarily due to an
overall increase in employee headcount, driven primarily by our acquisition of
TD Ameritrade. The increase was also due to additional headcount to support our
expanding client base and service levels amidst heightened client engagement, as
well as annual merit increases and higher bonus accrual. Compensation and
benefits in the second quarter and first six months of 2021 included $97 million
and $169 million, respectively, of acquisition and integration-related costs, up
from $13 million and $21 million in the second quarter and first six months of
2020, respectively.

Professional services expense increased in the second quarter and first six month of 2021 compared to the same periods in 2020, primarily due to the inclusion of TDA's results of operations and overall growth in the business.


                                     - 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)

Occupancy and equipment expense increased in the second quarter and first six
months of 2021 compared to the same periods in 2020, primarily due to the
inclusion of TDA's results of operations and costs related to the integration of
TD Ameritrade, as well as an increase in technology equipment costs associated
with higher customer trade volumes and overall growth in the business.

Advertising and market development expense increased in the second quarter and
first six months of 2021 compared to the same periods in 2020, primarily due to
the inclusion of TDA's results of operations.

Communications expense increased in the second quarter and first six months of
2021 compared to the same periods in 2020, primarily due to the inclusion of
TDA's results of operations, as well as higher communications expenses due to
higher customer trade volumes and overall growth of the business.

Depreciation and amortization expenses grew in the second quarter and first six
months of 2021 compared to the same periods in 2020, primarily resulting from
growth in fixed assets due to the TDA acquisition, higher amortization of
purchased and internally developed software, higher depreciation of buildings
related to expansion of our campuses in the U.S., and higher depreciation of
hardware. Amortization of acquired intangible assets increased in 2021 as a
result of acquisitions completed in 2020.

Regulatory fees and assessments increased in the second quarter and first six
months of 2021 compared to the same periods in 2020, primarily as a result of
the inclusion of TDA's results of operations and overall growth in the business,
including higher FDIC assessments due to asset growth.

Other expense increased in the second quarter and first six months of 2021
compared to the same periods in 2020, primarily due to the inclusion of TDA's
results of operations and a $200 million regulatory matter charge in the second
quarter of 2021 (see Item 1 - Note 10).

Capital expenditures were $225 million and $434 million in the second quarter
and first six months of 2021, respectively, compared with $169 million and $419
million in the second quarter and first six months of 2020, respectively. The
increases in capital expenditures from the prior year were primarily due to
higher hardware costs offset by lower building expansion and lower capitalized
software costs in 2021, relative to the first six months of 2020. We anticipate
capital expenditures for full-year 2021 to be approximately 6-7% of total net
revenues.

Taxes on Income

Taxes on income were $454 million and $217 million for the second quarters of
2021 and 2020, respectively, resulting in effective income tax rates on income
before taxes of 26.4% and 24.4%, respectively. Taxes on income were $930 million
and $469 million for the first six months of 2021 and 2020, respectively,
resulting in effective income tax rates on income before taxes of 25.3% and
24.2%, respectively. The increase in the effective tax rate in the second
quarter and first six months of 2021 compared to the same periods in 2020 was
primarily related to increased state tax expense due to uncertain tax position
accruals, the tax impact of a non-deductible regulatory matter charge in the
second quarter of 2021 (see Item 1 - Note 10), and the impact of state rate
changes on the Company's deferred tax liabilities. Partially offsetting the
increases in the effective tax rates from these items was an increase in equity
compensation tax benefits during the second quarter and first six months of
2021.

                                     - 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)

Segment Information



Financial information for our segments is presented in the following tables:
                                                Investor Services                                        Advisor Services                                            Total
                                                                                                                                                   Percent
Three Months Ended June 30,     Percent Change            2021             2020           Percent Change           2021            2020             Change             2021             2020
Net Revenues
Net interest revenue                       55  %       $ 1,478          $   952                       7  %       $  469          $  437                 40  %       $ 1,947          $ 1,389
Asset management and
administration fees                        32  %           769              583                      28  %          278             218                 31  %         1,047              801
Trading revenue                              N/M           861              138                      71  %           94              55                   N/M           955              193
Bank deposit account fees                    N/M           249             

  -                        N/M           88               -                   N/M           337                -
Other                                        N/M           170               51                        N/M           71              16                   N/M           241               67
Total net revenues                        105  %         3,527            1,724                      38  %        1,000             726                 85  %         4,527            2,450
Expenses Excluding Interest                87  %         2,188            1,168                      57  %          620             394                 80  %         2,808            1,562
Income before taxes on income             141  %       $ 1,339          $   556                      14  %       $  380          $  332                 94  %       $ 1,719          $   888

Net New Client Assets (in
billions) (1)                             (61) %       $  44.5          $ 113.0                     164  %       $ 64.3          $ 24.4                (21) %       $ 108.8          $ 137.4



                                                 Investor Services                                        Advisor Services                                            Total
                                                                                                                                                    Percent
Six Months Ended June 30,        Percent Change            2021             2020           Percent Change           2021            2020             Change             2021             2020
Net Revenues
Net interest revenue                        41  %       $ 2,932          $ 2,080                      5  %       $   926          $  881                 30  %       $ 3,858          $ 2,961
Asset management and
administration fees                         28  %         1,511            1,183                     24  %           552             445                 27  %         2,063            1,628
Trading revenue                               N/M         1,958              257                     72  %           213             124                   N/M         2,171              381
Bank deposit account fees                     N/M           503                -                       N/M           185               -                   N/M           688                -
Other                                         N/M           348               71                       N/M           114              26                   N/M           462               97
Total net revenues                         102  %         7,252            3,591                     35  %         1,990           1,476                 82  %         9,242            5,067
Expenses Excluding Interest                 85  %         4,297            2,322                     56  %         1,266             810                 78  %         5,563            3,132
Income before taxes on income              133  %       $ 2,955          $ 1,269                      9  %       $   724          $  666                 90  %       $ 3,679          $ 1,935

Net New Client Assets (in
billions) (1)                              (26) %       $ 109.6          $ 148.3                    113  %       $ 133.0          $ 62.3                 15  %       $ 242.6          $ 210.6


(1) In the first six months of 2021, Investor Services includes an outflow of
$14.4 billion from a mutual fund clearing services client. For the second
quarter and first six months of 2020, Investor Services includes inflows of
$79.9 billion related to the acquisition of assets of USAA-IMCO and $10.9
billion from a mutual fund clearing services client.
N/M Not meaningful. Percentage changes greater than 200% are presented as not
meaningful.

Segment Net Revenues

Investor Services and Advisor Services total net revenues increased by 105% and
38%, respectively, in the second quarter and 102% and 35%, respectively, for the
first six months of 2021 compared to the same periods in 2020. Both segments saw
growth in all revenue line items, primarily due to our October 6, 2020
acquisition of TD Ameritrade. Net interest revenue increased for both segments
due to significant growth from TDA in margin loans and securities lending
revenue, as well as overall growth in interest-earning assets, including growth
in bank loans, partially offset by lower average yields. Growth in asset
management and administration fees in Investor Services was supported by growth
in advice solutions, including managed account assets from USAA, and asset
management and administration fees grew in both segments as a result of overall
strength in the equity markets, partially offset by money market fund fee
waivers. The increases in trading revenue for both segments were supported by
heightened client trading activity. Bank deposit account fee revenue was earned
at both segments during the first six months of 2021, following the TDA
acquisition. Increases in other revenue for both segments were primarily due to
the TD Ameritrade acquisition.

Segment Expenses Excluding Interest



Investor Services and Advisor Services total expenses excluding interest
increased by 87% and 57%, respectively, in the second quarter and 85% and 56%,
respectively, for the first six months of 2021, compared to the same periods in
2020, primarily due to
                                     - 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 inclusion of TD Ameritrade's results of operations and, for Investor
Services, a $200 million regulatory matter charge in the second quarter of 2021
(see Item 1 - Note 10). In addition, both segments saw higher compensation and
benefits expenses due to additional increases in headcount to support our
expanding client base and service levels amidst heightened client engagement, as
well as annual merit increases and higher bonus accrual. For Investor Services,
total expenses excluding interest also increased as a result of our hiring
former USAA employees in connection with the 2020 acquisition of assets of
USAA-IMCO.


RISK MANAGEMENT

Schwab's business activities expose it to a variety of risks, including
operational, compliance, credit, market, and liquidity risks. The Company has a
comprehensive risk management program to identify and manage these risks and
their associated potential for financial and reputational impact.

As part of our integration of TD Ameritrade, the Company is aligning TD Ameritrade's historical risk exposures with Schwab's risk appetite. Our integration work includes evaluating new or changed risks impacting the combined company, and may involve modifications to our existing risk management processes. Though integration work continues, the Company's operations, inclusive of TD Ameritrade, remain consistent with our Enterprise Risk Management (ERM) framework.

For a discussion of our risk management programs, see Item 7 - Risk Management in the 2020 Form 10-K.

Interest Rate Risk Simulations

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 balance sheet 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 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 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 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 change to net interest revenue over the next 12 months beginning June 30, 2021 and December 31, 2020 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, 2021      December 31, 2020
Increase of 100 basis points             13.0  %                14.2  %
Decrease of 100 basis points             (4.0) %                (4.3) %

Net interest revenue sensitivities as of June 30, 2021 remained relatively consistent with December 31, 2020, due to the continued low interest rate environment. 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


                                     - 16 -
--------------------------------------------------------------------------------

                         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)

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.

Bank Deposit Account Fees Simulation



Consistent with the presentation on the consolidated statement of income, the
sensitivity of bank deposit account fee revenue to interest rate changes is
assessed separately from the net interest revenue simulation described above. As
of June 30, 2021, simulated changes in bank deposit account fee revenue from
gradual 100 basis point changes in market interest rates relative to prevailing
market rates did not have a significant impact on the Company's total net
revenues.

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. Our net interest
revenue, bank deposit account fee revenue, and EVE simulations reflect the
assumption of non-negative investment yields.

Phase-out of LIBOR



The Company has established a firm-wide team to address the phasing-out 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 the end of December 2021, per guidance from the Federal Reserve Board.

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.

                                     - 17 -
--------------------------------------------------------------------------------

                         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)

In addition to internal sources of liquidity, Schwab has access to external
funding. The following table describes external debt facilities available at
June 30, 2021:
Description                                      Borrower                              Outstanding     Available
Federal Home Loan Bank secured credit facility
(1)                                              Banking subsidiaries                $          -    $   54,984
Federal Reserve discount window (2)              Banking subsidiaries                           -         9,528
Uncommitted, unsecured lines of credit with
various external banks                           CSC, CS&Co                                     -         1,522
Unsecured commercial paper                       CSC                                        1,500             -

Committed, unsecured credit facility with
various external banks                           TDAC                                           -           600
Secured uncommitted lines of credit with various
external banks (3)                               TDAC                                       2,000             -


(1) Amounts available are dependent on the amount of First Mortgages, 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.
(3) Secured borrowing capacity is made available based on TDAC's ability to
provide acceptable collateral to the lenders as determined by the credit
agreements.

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, 2021 and December 31, 2020.

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



Schwab is currently 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 2020 Form 10-K for additional information. The Company was
in compliance with the reduced LCR rule at June 30, 2021. Schwab will become
subject to the full (100%) LCR on October 1, 2021. The table below presents
information about our average daily LCR:

                                                         Average for the
                                                        Three Months Ended
                                                          June 30, 2021
          Total eligible high quality liquid assets    $         88,167
          Net cash outflows                            $         81,154
          LCR                                                       109  %



                                     - 18 -

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

                         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, 2021                           Outstanding       Maturity           Interest Rate         Moody's         & Poor's       Fitch
CSC Senior Notes                      $     14,931       2022 - 2031             2.23%                A2              A             A
TDA Senior Notes                      $      3,550       2021 - 2029             2.79%                A2              A             -



New Debt Issuances

Schwab's debt issuances in 2021 were senior unsecured obligations. Interest is payable semi-annually for the fixed-rate Senior Notes and quarterly for the floating-rate Senior Notes. Additional details are as follows:


         Issuance Date      Issuance Amount     Maturity Date     Interest Rate
         03/18/2021        $          1,250          03/18/2024     SOFR + 0.500%
         03/18/2021        $          1,500          03/18/2024     0.750%
         03/18/2021        $          1,250          03/20/2028     2.000%
         05/13/2021        $            500          05/13/2026     SOFR + 0.520%
         05/13/2021        $          1,000          05/13/2026     1.150%
         05/13/2021        $            750          05/13/2031     2.300%



Equity Issuances

CSC's preferred stock issued and net proceeds for 2021 are as follows:


                               Date Issued and Sold    Net Proceeds
                  Series I             March 18, 2021 $       2,222
                  Series J             March 30, 2021 $         584


On June 1, 2021, the Company redeemed all of the outstanding shares of its 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, and the corresponding depositary shares. The redemption was funded with the net proceeds from the Series J preferred stock offering.

For further discussion of CSC's long-term debt and information on the equity offerings, see Item 1 - Notes 9 and 14.

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
inclusive of migration of IDA balances (see further discussion below), 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 significant inflows of client cash in 2020, our Tier 1 Leverage
Ratio declined below our long-term operating objective for consolidated CSC of
6.75%-7.00%, ending 2020 at 6.3%. Due to our issuances of preferred stock and
strength in earnings in the first half of 2021, our Tier 1 Leverage Ratio was
6.4% at June 30, 2021, consistent with the first quarter. Though still below our
long-term operating objective, this ratio is well above the regulatory minimum.
The pace of return to our 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 our 2020 Form 10-K.
                                     - 19 -
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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)

Regulatory Capital Requirements



CSC and our banking subsidiaries are subject to various capital requirements set
by regulatory agencies as discussed in further detail in the 2020 Form 10-K and
in Item 1 - Note 17. As of June 30, 2021, CSC and our banking subsidiaries are
considered well capitalized.

The following table details CSC's consolidated and CSB's capital ratios as of June 30, 2021 and December 31, 2020:


                                                                     June 30, 2021                December 31, 2020
                                                              CSC               CSB                     CSC               CSB
Total stockholders' equity                                $ 57,450          $ 27,289                $ 56,060          $ 22,223

Less:


Preferred stock                                              9,954                 -                   7,733                 -
Common Equity Tier 1 Capital before regulatory
adjustments                                               $ 47,496          $ 27,289                $ 48,327          $ 22,223

Less:

Goodwill, net of associated deferred tax liabilities $ 11,897 $ 13

$ 11,897          $     13

Other intangible assets, net of associated deferred tax liabilities

                                                  7,833                 -                   8,103                 -

Deferred tax assets, net of valuation allowances and deferred tax liabilities

                                        17                12                      17                12
AOCI adjustment                                              2,408             2,080                   5,394             4,672
Common Equity Tier 1 Capital                              $ 25,341          $ 25,184                $ 22,916          $ 17,526
Tier 1 Capital                                            $ 35,295          $ 25,184                $ 30,649          $ 17,526
Total Capital                                               35,314            25,198                  30,688            17,558
Risk-Weighted Assets                                       132,148            98,604                 123,881            91,062
Total Leverage Exposure                                    557,950           361,943                 491,469           325,437
Common Equity Tier 1 Capital/Risk-Weighted Assets             19.2  %           25.5  %                 18.5  %           19.2  %
Tier 1 Capital/Risk-Weighted Assets                           26.7  %           25.5  %                 24.7  %           19.2  %
Total Capital/Risk-Weighted Assets                            26.7  %           25.6  %                 24.8  %           19.3  %
Tier 1 Leverage Ratio                                          6.4  %            7.1  %                  6.3  %            5.5  %
Supplementary Leverage Ratio                                   6.3  %            7.0  %                  6.2  %            5.4  %



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 and the
Texas Department of Savings and Mortgage Lending (TDSML) to declare dividends to
CSC.

As broker-dealers, CS&Co, TDAC, and TD Ameritrade, Inc. are subject to regulatory requirements of the Uniform Net Capital Rule, which is intended to ensure the general financial soundness and liquidity of broker-dealers. At June 30, 2021, CS&Co, TDAC, and TD Ameritrade, Inc. were in compliance with their respective 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 17 for additional information on the components of
stockholders' equity and information on the capital requirements of significant
subsidiaries.

IDA Agreement

Pursuant to the IDA agreement, Schwab moved $8.7 billion of uninsured IDA
balances out of the IDA sweep program in July 2021. The IDA agreement also
provides that, starting July 1, 2021, Schwab has the option to migrate up to
$10 billion of IDA balances every 12 months to Schwab's balance sheet, subject
to certain limitations and adjustments. Inclusive of the uninsured balances and
transfers relating to certain international accounts, IDA balances moved to
Schwab's balance sheet totaled $9.9 billion through July 31, 2021. The Company's
overall capital management strategy includes supporting migration of IDA
balances in future periods as available pursuant to the terms of the IDA
agreement. The Company's ability to migrate these balances to its balance sheet
is dependent upon multiple factors including having sufficient capital levels to
sustain these incremental deposits and the availability of IDA balances
designated as floating-rate obligations. See Item 1 - Note 10 for further
information on the IDA agreement.

                                     - 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)

Dividends

Cash dividends paid and per share amounts for the first six months of 2021 and
2020 are as follows:
                                                2021                            2020
                                                     Per Share                       Per Share
Six Months Ended June 30,            Cash Paid         Amount        Cash Paid         Amount
Common and Nonvoting Common Stock   $      682      $      .36      $      466      $      .36
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 (3)                22           29.76              22           29.76
Series E Preferred Stock (4)                14        2,312.50              14        2,312.50
Series F Preferred Stock (5)                13        2,500.00              13        2,500.00
Series G Preferred Stock (6)                67        2,687.50               N/A             N/A
Series H Preferred Stock (7)                47        1,888.89               N/A             N/A
Series I Preferred Stock (8)                18          811.11               N/A             N/A
Series J Preferred Stock (9)                 5            7.54               N/A             N/A


(1) Dividends paid semi-annually until February 1, 2022 and quarterly
thereafter.
(2) Series C Preferred Stock was redeemed on June 1, 2021. Prior to redemption,
dividends were paid quarterly and the final dividend was paid on June 1, 2021.
(3) Dividends paid quarterly.
(4) Dividends paid semi-annually until March 1, 2022 and quarterly thereafter.
(5) Dividends paid semi-annually until December 1, 2027 and quarterly
thereafter.
(6) Series G Preferred Stock was issued on April 30, 2020. Dividends are paid
quarterly, and the first dividend was paid on September 1, 2020.
(7) Series H Preferred Stock was issued on December 11, 2020. Dividends are paid
quarterly, and the first dividend was paid on March 1, 2021.
(8) Series I Preferred Stock was issued on March 18, 2021. Dividends are paid
quarterly, and the first dividend was paid on June 1, 2021.
(9) Series J Preferred Stock was issued on March 30, 2021. Dividends are paid
quarterly, and the first dividend was paid on June 1, 2021.
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 first six months of 2021
or 2020. As of June 30, 2021, $1.8 billion remained on our existing
authorization.

OTHER

Foreign Exposure
At June 30, 2021, Schwab had exposure to non-sovereign financial and
non-financial institutions in foreign countries, as well as agencies of foreign
governments. At June 30, 2021, the fair value of these holdings totaled $10.4
billion, with the top three exposures being to issuers and counterparties
domiciled in France at $5.3 billion, Germany at $1.2 billion, and Canada at
$845 million. At December 31, 2020, the fair value of these holdings totaled
$10.1 billion, with the top three exposures being to issuers and counterparties
domiciled in France at $6.7 billion, Germany at $1.2 billion, and Canada at
$880 million. In addition, Schwab had outstanding margin loans to foreign
residents of $3.2 billion and $2.2 billion at June 30, 2021 and December 31,
2020, respectively.

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 - Notes 6, 7, 9, 10,
and 12. Concurrent with the closing of the acquisition of TD Ameritrade
effective October 6, 2020, the IDA agreement with the TD Depository Institutions
became effective. Pursuant to the IDA agreement, certain brokerage client
deposits are required to be swept off-balance sheet to the TD Depository
Institutions. TD Ameritrade also maintains agreements pursuant to which client
brokerage cash deposits are swept to other third-party depository institutions.
See Item 1 - Note 10 for additional information on the IDA agreement.
                                     - 21 -
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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)

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 2020 Form 10-K. There have been no changes to critical
accounting estimates during the first six months of 2021.


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 or


           Measure                            Definition                    Usefulness to Investors and Uses by Management
Acquisition and               Schwab adjusts certain GAAP financial       We exclude acquisition and integration-related
integration-related costs and measures to exclude the impact of           costs and amortization of acquired intangible
amortization of acquired      acquisition and integration-related costs   assets for the purpose of calculating certain
intangible assets             incurred as a result of the Company's       

non-GAAP measures because we believe doing so


                              acquisitions, amortization of acquired      

provides additional transparency of Schwab's


                              intangible assets, and, where applicable,   

ongoing operations, and is useful in both


                              the income tax effect of these expenses.    

evaluating the operating performance of the

business and facilitating comparison of results


                              Adjustments made to exclude amortization of 

with prior and future periods.


                              acquired intangible assets are reflective
                              of all acquired intangible assets, which    

Acquisition and integration-related costs


                              were recorded as part of purchase           

fluctuate based on the timing of acquisitions and


                              accounting. These acquired intangible       

integration activities, thereby limiting


                              assets contribute to the Company's revenue  

comparability of results among periods, and are


                              generation. Amortization of acquired        

not representative of the costs of running the


                              intangible assets will continue in future   

Company's ongoing business. Amortization of


                              periods over their remaining useful lives.  

acquired intangible assets is excluded because

management does not believe it is indicative of


                                                                          the Company's underlying operating performance.
Return on tangible common     Return on tangible common equity represents Acquisitions typically result in the recognition
equity                        annualized adjusted net income available to 

of significant amounts of goodwill and acquired


                              common stockholders as a percentage of      

intangible assets. We believe return on tangible


                              average tangible common equity. Tangible    

common equity may be useful to investors as a


                              common equity represents common equity less 

supplemental measure to facilitate assessing


                              goodwill, acquired intangible assets - net, 

capital efficiency and returns relative to the


                              and related deferred tax liabilities.       

composition of Schwab's balance sheet.

Beginning in 2021, the Company also uses adjusted diluted EPS and return on tangible common equity as components of performance criteria for employee bonus and certain executive management incentive compensation arrangements. The Compensation Committee of CSC's Board of Directors maintains discretion in evaluating performance against these criteria.


                                     - 22 -
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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 tables present reconciliations of GAAP measures to non-GAAP
measures:
                                                   Three Months Ended
                                                        June 30,                       Six Months Ended June 30,
                                                       2021       2020                    2021            2020
Total expenses excluding interest (GAAP)          $     2,808           $  1,562                                    $  5,563       $  3,132
Acquisition and integration-related costs (1)            (144)               (81)                                       (263)          (118)
Amortization of acquired intangible assets               (154)               (12)                                       (308)           (18)
Adjusted total expenses (non-GAAP)                $     2,510           $  1,469                                    $  4,992       $  2,996


(1) Acquisition and integration-related costs for the three and six months ended
June 30, 2021 primarily consist of $97 million and $169 million of compensation
and benefits, $37 million and $64 million of professional services, and $7
million and $23 million of occupancy and equipment. Acquisition and
integration-related costs for the three and six months ended June 30, 2020
primarily consist of $46 million and $69 million of professional services and
$20 million and $24 million of other.

                                                               Three Months Ended June 30,                                     Six Months Ended June 30,
                                                             2021                          2020                             2021                       2020
                                                    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) $ 1,117 $ .59 $ 621 $ .48 $ 2,505 $ 1.32 $ 1,378

$       1.07
Acquisition and integration-related costs             144                 .08        81             .07              263             .14        118   

.09


Amortization of acquired intangible assets            154                 .08        12             .01              308             .16         18             .01
Income tax effects (1)                                (80)               (.05)      (22)           (.02)            (147)           (.07)       (33)           (.03)
Adjusted net income available to common
stockholders

(non-GAAP), Adjusted diluted EPS (non-GAAP) $ 1,335 $ .70 $ 692 $ .54 $ 2,929 $ 1.55 $ 1,481

$ 1.14




(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,
                                                     2021              2020                   2021            2020
Return on average common stockholders' equity
(GAAP)                                                    10  %             10  %                 10  %            12  %
Average common stockholders' equity            $      46,276     $      24,515          $     47,912     $     22,253
Less: Average goodwill                               (11,952)           (1,480)              (11,952)          (1,480)
Less: Average acquired intangible assets - net        (9,762)             (700)               (9,838)            (703)
Plus: Average deferred tax liabilities related
to goodwill and
acquired intangible assets - net                       1,907                67                 1,925               67
Average tangible common equity                 $      26,469     $      22,402          $     28,047     $     20,137
Adjusted net income available to common
stockholders (1)                               $       1,335     $         692          $      2,929     $      1,481
Return on tangible common equity (non-GAAP)               20  %             12  %                 21  %            15  %


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


                                     - 23 -
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                         THE CHARLES SCHWAB CORPORATION

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