UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
Commission File Number: 1-9700
THE CHARLES SCHWAB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 94-3025021 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
211 Main Street, San Francisco, CA 94105
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (415) 667-7000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ¨ | |||
Non-accelerated filer ¨ | (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
1,194,827,651 shares of $.01 par value Common Stock
Outstanding on October 22, 2010
THE CHARLES SCHWAB CORPORATION
Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2010
Index
Page | ||||||
Item 1. |
Condensed Consolidated Financial Statements (Unaudited): | |||||
Statements of Income | 1 | |||||
Balance Sheets | 2 | |||||
Statements of Cash Flows | 3 | |||||
Notes | 4 18 | |||||
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 19 39 | ||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 40 41 | ||||
Item 4. | Controls and Procedures | 41 | ||||
Item 1. | Legal Proceedings | 42 | ||||
Item 1A. | Risk Factors | 42 | ||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 43 | ||||
Item 3. | Defaults Upon Senior Securities | 43 | ||||
Item 5. | Other Information | 43 | ||||
Item 6. | Exhibits | 44 | ||||
45 |
Part I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
THE CHARLES SCHWAB CORPORATION
Condensed Consolidated Statements of Income
(In millions, except per share amounts)
(Unaudited)
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net Revenues |
||||||||||||||||
Asset management and administration fees |
$ | 468 | $ | 451 | $ | 1,325 | $ | 1,439 | ||||||||
Interest revenue |
442 | 356 | 1,261 | 1,063 | ||||||||||||
Interest expense |
(58 | ) | (62 | ) | (169 | ) | (161 | ) | ||||||||
Net interest revenue |
384 | 294 | 1,092 | 902 | ||||||||||||
Trading revenue |
182 | 241 | 624 | 772 | ||||||||||||
Other |
32 | 36 | 99 | 132 | ||||||||||||
Net impairment losses on securities (1) |
(3 | ) | (11 | ) | (19 | ) | (38 | ) | ||||||||
Total net revenues |
1,063 | 1,011 | 3,121 | 3,207 | ||||||||||||
Expenses Excluding Interest |
||||||||||||||||
Compensation and benefits |
381 | 371 | 1,176 | 1,173 | ||||||||||||
Professional services |
85 | 70 | 249 | 194 | ||||||||||||
Occupancy and equipment |
66 | 67 | 202 | 245 | ||||||||||||
Advertising and market development |
34 | 34 | 139 | 141 | ||||||||||||
Communications |
49 | 48 | 154 | 155 | ||||||||||||
Depreciation and amortization |
35 | 38 | 108 | 121 | ||||||||||||
Class action litigation reserve |
| | 196 | | ||||||||||||
Money market mutual fund charges |
132 | | 132 | | ||||||||||||
Other |
82 | 63 | 215 | 168 | ||||||||||||
Total expenses excluding interest |
864 | 691 | 2,571 | 2,197 | ||||||||||||
Income before taxes on income |
199 | 320 | 550 | 1,010 | ||||||||||||
Taxes on income |
(75 | ) | (120 | ) | (215 | ) | (387 | ) | ||||||||
Net Income |
$ | 124 | $ | 200 | $ | 335 | $ | 623 | ||||||||
Weighted-Average Common Shares Outstanding Diluted |
1,194 | 1,163 | 1,192 | 1,160 | ||||||||||||
Earnings Per Share Basic |
$ | .10 | $ | .17 | $ | .28 | $ | .54 | ||||||||
Earnings Per Share Diluted |
$ | .10 | $ | .17 | $ | .28 | $ | .54 | ||||||||
(1) | Net impairment losses on securities include total other-than-temporary impairment losses of $0 million and $52 million, net of $(3) million and $41 million recognized in other comprehensive income, for the three months ended September 30, 2010 and 2009, respectively, and total other-than-temporary impairment losses of $41 million and $239 million, net of $22 million and $201 million recognized in other comprehensive income, for the nine months ended September 30, 2010 and 2009, respectively. |
See Notes to Condensed Consolidated Financial Statements.
- 1 -
THE CHARLES SCHWAB CORPORATION
Condensed Consolidated Balance Sheets
(In millions, except share and per share amounts)
(Unaudited)
September 30, 2010 |
December 31, 2009 |
|||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 5,701 | $ | 8,241 | ||||
Cash and investments segregated and on deposit for regulatory purposes (including resale agreements of $11,642 at September 30, 2010 and $8,346 at December 31, 2009) |
20,066 | 18,373 | ||||||
Receivables from brokers, dealers, and clearing organizations |
510 | 560 | ||||||
Receivables from brokerage clients net |
9,842 | 8,627 | ||||||
Other securities owned at fair value |
341 | 916 | ||||||
Securities available for sale |
26,017 | 22,120 | ||||||
Securities held to maturity (fair value $14,826 at September 30, 2010 and $6,880 at December 31, 2009) |
14,390 | 6,839 | ||||||
Loans to banking clients net |
8,178 | 7,348 | ||||||
Loans held for sale |
121 | 104 | ||||||
Equipment, office facilities, and property net |
610 | 641 | ||||||
Goodwill |
528 | 528 | ||||||
Other assets |
994 | 1,134 | ||||||
Total assets |
$ | 87,298 | $ | 75,431 | ||||
Liabilities and Stockholders Equity |
||||||||
Deposits from banking clients |
$ | 48,836 | $ | 38,820 | ||||
Payables to brokers, dealers, and clearing organizations |
1,483 | 2,373 | ||||||
Payables to brokerage clients |
27,676 | 26,246 | ||||||
Accrued expenses and other liabilities |
1,260 | 1,407 | ||||||
Long-term debt |
2,008 | 1,512 | ||||||
Total liabilities |
81,263 | 70,358 | ||||||
Stockholders equity: |
||||||||
Preferred stock 9,940,000 shares authorized; $.01 par value per share; none issued |
| | ||||||
Common stock 3 billion shares authorized; $.01 par value per share; 1,421,761,844 shares issued at September 30, 2010 and 1,392,091,544 shares issued at December 31, 2009 |
14 | 14 | ||||||
Additional paid-in capital |
2,912 | 2,298 | ||||||
Retained earnings |
7,363 | 7,243 | ||||||
Treasury stock, at cost 227,014,531 shares at September 30, 2010 and 229,983,936 shares at December 31, 2009 |
(4,257 | ) | (4,291 | ) | ||||
Accumulated other comprehensive income (loss) |
3 | (191 | ) | |||||
Total stockholders equity |
6,035 | 5,073 | ||||||
Total liabilities and stockholders equity |
$ | 87,298 | $ | 75,431 | ||||
See Notes to Condensed Consolidated Financial Statements.
- 2 -
THE CHARLES SCHWAB CORPORATION
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
Nine Months Ended September 30, |
||||||||
2010 | 2009 | |||||||
Cash Flows from Operating Activities |
||||||||
Net income |
$ | 335 | $ | 623 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Net impairment losses on securities |
19 | 38 | ||||||
Stock-based compensation |
64 | 54 | ||||||
Depreciation and amortization |
108 | 121 | ||||||
Other |
12 | (26 | ) | |||||
Originations of loans held for sale |
(1,277 | ) | (2,279 | ) | ||||
Proceeds from sales of loans held for sale |
1,267 | 2,264 | ||||||
Net change in: |
||||||||
Cash and investments segregated and on deposit for regulatory purposes |
(1,693 | ) | (2,754 | ) | ||||
Receivables from brokers, dealers, and clearing organizations |
51 | 189 | ||||||
Receivables from brokerage clients |
(1,218 | ) | (751 | ) | ||||
Other securities owned |
577 | (39 | ) | |||||
Other assets |
57 | 11 | ||||||
Payables to brokers, dealers, and clearing organizations |
377 | 195 | ||||||
Payables to brokerage clients |
1,701 | 3,187 | ||||||
Accrued expenses and other liabilities |
62 | (133 | ) | |||||
Net cash provided by operating activities |
442 | 700 | ||||||
Cash Flows from Investing Activities |
||||||||
Purchases of securities available for sale |
(13,791 | ) | (11,144 | ) | ||||
Proceeds from sales of securities available for sale |
220 | 107 | ||||||
Principal payments on securities available for sale |
9,979 | 4,613 | ||||||
Purchases of securities held to maturity |
(10,149 | ) | (2,808 | ) | ||||
Principal payments on securities held to maturity |
1,314 | 73 | ||||||
Net increase in loans to banking clients |
(897 | ) | (921 | ) | ||||
Purchase of equipment, office facilities, and property |
(82 | ) | (108 | ) | ||||
Other investing activities |
4 | | ||||||
Net cash used for investing activities |
(13,402 | ) | (10,188 | ) | ||||
Cash Flows from Financing Activities |
||||||||
Net change in deposits from banking clients |
9,574 | 11,659 | ||||||
Issuance of long-term debt |
701 | 747 | ||||||
Repayment of long-term debt |
(204 | ) | (79 | ) | ||||
Net proceeds from common stock offering |
543 | | ||||||
Dividends paid |
(215 | ) | (209 | ) | ||||
Proceeds from stock options exercised and other |
23 | 46 | ||||||
Other financing activities |
(2 | ) | (2 | ) | ||||
Net cash provided by financing activities |
10,420 | 12,162 | ||||||
(Decrease) Increase in Cash and Cash Equivalents |
(2,540 | ) | 2,674 | |||||
Cash and Cash Equivalents at Beginning of Period |
8,241 | 5,442 | ||||||
Cash and Cash Equivalents at End of Period |
$ | 5,701 | $ | 8,116 | ||||
Supplemental Cash Flow Information |
||||||||
Cash paid during the period for: |
||||||||
Interest |
$ | 131 | $ | 111 | ||||
Income taxes |
$ | 281 | $ | 350 |
See Notes to Condensed Consolidated Financial Statements.
- 3 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
1. | Introduction and Basis of Presentation |
The Charles Schwab Corporation (CSC) is a savings and loan holding company engaged, through its subsidiaries, in securities brokerage, banking, and related financial services. Charles Schwab & Co., Inc. (Schwab) is a securities broker-dealer with 302 domestic branch offices in 45 states, as well as a branch in each of the Commonwealth of Puerto Rico and London, U.K. In addition, Schwab serves clients in Hong Kong through one of CSCs subsidiaries. Other subsidiaries include Charles Schwab Bank (Schwab Bank), a federal savings bank, and Charles Schwab Investment Management, Inc. (CSIM), the investment advisor for Schwabs proprietary mutual funds, which are referred to as the Schwab Funds®.
The accompanying unaudited condensed consolidated financial statements include CSC and its majority-owned subsidiaries (collectively referred to as the Company). All material intercompany balances and transactions have been eliminated. These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require management to make certain estimates and assumptions that affect the reported amounts in the accompanying financial statements. Certain estimates include other-than-temporary impairment of securities available for sale and securities held to maturity, the valuation of goodwill, the allowance for credit losses, and legal reserves. Actual results could differ from those estimates. These condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the periods presented. These adjustments are of a normal recurring nature. Certain prior-year amounts have been reclassified to conform to the 2010 presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2009. The Companys results for any interim period are not necessarily indicative of results for a full year or any other interim period.
2. | New Accounting Standards |
Adoption of New Accounting Standards
Transfers of Financial Assets: On January 1, 2010, the Company adopted new guidance on accounting for transfers of financial assets for transfers occurring after January 1, 2010. This new guidance removes the concept of a qualifying special-purpose entity and amends the requirements for a transfer of a portion of a financial asset to be accounted for as a sale and related disclosures. There were no transfers of financial assets during the first nine months of 2010 for which this guidance was applicable.
Consolidation of Variable Interest Entities: On January 1, 2010, the Company adopted new guidance on consolidation of variable interest entities (VIEs). This new guidance amends the consolidation guidance applicable to VIEs, including changing the approach to determining a VIEs primary beneficiary (the reporting entity that must consolidate the VIE) and the frequency of reassessment. The adoption of this new guidance did not have a material impact on the Companys financial position, results of operations, earnings per share (EPS), or cash flows.
- 4 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
3. | Securities Available for Sale and Securities Held to Maturity |
The amortized cost, gross unrealized gains and losses, and fair value of securities available for sale and securities held to maturity are as follows:
September 30, 2010 |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
||||||||||||
Securities available for sale: |
||||||||||||||||
U.S. agency residential mortgage-backed securities |
$ | 13,421 | $ | 249 | $ | 1 | $ | 13,669 | ||||||||
Non-agency residential mortgage-backed securities |
1,943 | 4 | 297 | 1,650 | ||||||||||||
Corporate debt securities |
2,795 | 8 | | 2,803 | ||||||||||||
Certificates of deposit |
2,799 | 3 | | 2,802 | ||||||||||||
U.S. agency notes |
2,757 | 28 | | 2,785 | ||||||||||||
Asset-backed securities |
2,197 | 11 | | 2,208 | ||||||||||||
Commercial paper |
100 | | | 100 | ||||||||||||
Total securities available for sale |
$ | 26,012 | $ | 303 | $ | 298 | $ | 26,017 | ||||||||
Securities held to maturity: |
||||||||||||||||
U.S. agency residential mortgage-backed securities |
$ | 13,074 | $ | 416 | $ | | $ | 13,490 | ||||||||
Asset-backed securities |
978 | 13 | | 991 | ||||||||||||
Corporate debt securities |
338 | 7 | | 345 | ||||||||||||
Total securities held to maturity |
$ | 14,390 | $ | 436 | $ | | $ | 14,826 | ||||||||
December 31, 2009 |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
||||||||||||
Securities available for sale: |
||||||||||||||||
U.S. agency residential mortgage-backed securities |
$ | 11,601 | $ | 199 | $ | 21 | $ | 11,779 | ||||||||
Non-agency residential mortgage-backed securities |
2,460 | | 519 | 1,941 | ||||||||||||
Corporate debt securities |
2,368 | 13 | 1 | 2,380 | ||||||||||||
Certificates of deposit |
1,950 | 3 | | 1,953 | ||||||||||||
U.S. agency notes |
2,975 | 4 | 1 | 2,978 | ||||||||||||
Asset-backed securities |
1,077 | 12 | | 1,089 | ||||||||||||
Total securities available for sale |
$ | 22,431 | $ | 231 | $ | 542 | $ | 22,120 | ||||||||
Securities held to maturity: |
||||||||||||||||
U.S. agency residential mortgage-backed securities |
$ | 5,105 | $ | 36 | $ | 27 | $ | 5,114 | ||||||||
Asset-backed securities |
1,389 | 25 | | 1,414 | ||||||||||||
Corporate debt securities |
345 | 7 | | 352 | ||||||||||||
Total securities held to maturity |
$ | 6,839 | $ | 68 | $ | 27 | $ | 6,880 | ||||||||
- 5 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
A summary of securities with unrealized losses, aggregated by category and period of continuous unrealized loss, is as follows:
Less than 12 months |
12 months or longer |
Total | ||||||||||||||||||||||
September 30, 2010 |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
||||||||||||||||||
Securities available for sale: |
||||||||||||||||||||||||
U.S. agency residential mortgage-backed securities |
$ | 495 | $ | 1 | $ | | $ | | $ | 495 | $ | 1 | ||||||||||||
Non-agency residential mortgage-backed securities |
8 | 1 | 1,364 | 296 | 1,372 | 297 | ||||||||||||||||||
Total securities with unrealized losses (1) |
$ | 503 | $ | 2 | $ | 1,364 | $ | 296 | $ | 1,867 | $ | 298 | ||||||||||||
(1) The number of investment positions with unrealized losses totaled 173.
|
| |||||||||||||||||||||||
Less than 12 months |
12 months or longer |
Total | ||||||||||||||||||||||
December 31, 2009 |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized
Losses |
Fair Value |
Unrealized Losses |
||||||||||||||||||
Securities available for sale: |
||||||||||||||||||||||||
U.S. agency residential mortgage-backed securities |
$ | 3,801 | $ | 11 | $ | 1,994 | $ | 10 | $ | 5,795 | $ | 21 | ||||||||||||
Non-agency residential mortgage-backed securities |
171 | 10 | 1,770 | 509 | 1,941 | 519 | ||||||||||||||||||
Corporate debt securities |
374 | 1 | | | 374 | 1 | ||||||||||||||||||
U.S. agency notes |
864 | 1 | | | 864 | 1 | ||||||||||||||||||
Total |
$ | 5,210 | $ | 23 | $ | 3,764 | $ | 519 | $ | 8,974 | $ | 542 | ||||||||||||
Securities held to maturity: |
||||||||||||||||||||||||
U.S. agency residential mortgage-backed securities |
$ | 1,885 | $ | 27 | $ | | $ | | $ | 1,885 | $ | 27 | ||||||||||||
Total |
$ | 1,885 | $ | 27 | $ | | $ | | $ | 1,885 | $ | 27 | ||||||||||||
Total securities with unrealized losses (1) |
$ | 7,095 | $ | 50 | $ | 3,764 | $ | 519 | $ | 10,859 | $ | 569 | ||||||||||||
(1) | The number of investment positions with unrealized losses totaled 333 for securities available for sale and 30 for securities held to maturity. |
Unrealized losses in securities available for sale of $298 million as of September 30, 2010, were concentrated in non-agency residential mortgage-backed securities. Included in non-agency residential mortgage-backed securities are securities collateralized by loans that are considered to be Prime (defined as loans to borrowers with a Fair Isaac & Company credit score of 620 or higher at origination), and Alt-A (defined as Prime loans with reduced documentation at origination). At September 30, 2010, the amortized cost and fair value of Alt-A residential mortgage-backed securities were $536 million and $374 million, respectively.
Assessment of Other-Than-Temporary Impairment
Management evaluates whether securities available for sale and securities held to maturity are other-than-temporarily impaired (OTTI) on a quarterly basis. Debt securities with unrealized losses are considered OTTI if the Company intends to sell the security or if it is more likely than not that the Company will be required to sell such security prior to any anticipated recovery. If management determines that a security is OTTI under these circumstances, the impairment recognized in earnings is measured as the entire difference between the amortized cost and then-current fair value.
A security is also OTTI if management does not expect to recover the amortized cost of the security. In this circumstance, management utilizes cash flow models to estimate the expected future cash flow from the securities and to estimate the credit loss. The impairment recognized in earnings is measured by the difference between the present value of expected cash flows and the amortized cost of the security. Expected cash flows are discounted using the securitys effective interest rate.
- 6 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
The evaluation of whether the Company expects to recover the amortized cost of a security is inherently judgmental. The evaluation includes the assessment of several bond performance indicators including: the portion of the underlying loans that are delinquent (30 days, 60 days, 90+ days), in bankruptcy, in foreclosure or converted to real estate owned; the actual amount of loss incurred on the underlying loans in which the property has been foreclosed and sold; the amount of credit support provided by the structure of the security available to absorb credit losses on the underlying loans; the current credit ratings issued by either Standard & Poors, Fitch Ratings, or Moodys; the current price and magnitude of the unrealized loss; and whether the Company has received all scheduled principal and interest payments. Management uses cash flow models to further assess the likelihood of other-than-temporary impairment for the Companys non-agency residential mortgage-backed securities. To develop the cash flow models, the Company uses forecasted loss severity, prepayment speeds (i.e. the rate at which the principal on underlying loans are paid down), and default rates over the securities expected remaining maturities.
Certain Alt-A and Prime residential mortgage-backed securities experienced deteriorating credit characteristics in the first nine months of 2010, including increased payment delinquencies and increased losses on foreclosures of underlying mortgages as a result of housing price declines. Additionally, the securities have experienced a decrease in prepayment rates due to the slowing of general economic activity and heightened levels of unemployment. Forecasted home price fluctuations are an important variable in forecasting the expected loss severity and default rates. Based on the Companys cash flow projections, management determined that it does not expect to recover all of the amortized cost of these securities and therefore determined that these securities were OTTI. The Company does not intend to sell the securities available for sale and it will not be required to sell these securities before anticipated recovery. The Company employs a buy and hold strategy relative to its mortgage-related securities. Further, the Company has an adequate liquidity position at September 30, 2010, with cash and cash equivalents totaling $5.7 billion, a loan-to-deposit ratio of 17%, adequate access to short-term borrowing facilities and regulatory capital ratios in excess of well capitalized levels. Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities, the Company recognized an impairment charge equal to the securities expected credit losses of $3 million and $19 million during the third quarter and first nine months of 2010, respectively. The expected credit losses were measured as the difference between the present value of expected cash flows and the amortized cost of the securities. Impairment charges recognized in earnings are included in net impairment losses on securities. Further deterioration in the performance of the underlying loans in the Companys residential mortgage-backed securities portfolio could result in the recognition of additional impairment charges.
Actual credit losses on the Companys residential mortgage-backed securities were not material during the third quarter or first nine months of 2010.
The following table is a rollforward of the amount of credit losses recognized in earnings for OTTI securities held by the Company during the period for which a portion of the impairment was recognized in other comprehensive income:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Balance at beginning of period |
$ | 76 | $ | 27 | $ | 60 | $ | | ||||||||
Credit losses recognized into current period earnings on debt securities for which an other-than-temporary impairment was not previously recognized |
| 6 | 4 | 38 | ||||||||||||
Credit losses recognized into current period earnings on debt securities for which an other-than-temporary impairment was previously recognized |
3 | 5 | 15 | | ||||||||||||
Balance at end of period |
$ | 79 | $ | 38 | $ | 79 | $ | 38 | ||||||||
- 7 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
The maturities of securities available for sale and securities held to maturity at September 30, 2010, are as follows:
Within 1 year |
After 1 year through 5 years |
After 5 years through 10 years |
After 10 years |
Total | ||||||||||||||||
Securities available for sale: |
||||||||||||||||||||
U.S. agency residential mortgage-backed securities (1) |
$ | | $ | | $ | 106 | $ | 13,563 | $ | 13,669 | ||||||||||
Non-agency residential mortgage-backed securities (1) |
| | 24 | 1,626 | 1,650 | |||||||||||||||
Corporate debt securities |
1,547 | 1,256 | | | 2,803 | |||||||||||||||
Certificates of deposit |
2,277 | 525 | | | 2,802 | |||||||||||||||
U.S. agency notes |
| 2,785 | | | 2,785 | |||||||||||||||
Asset-backed securities |
| 701 | 362 | 1,145 | 2,208 | |||||||||||||||
Commercial paper |
100 | | | | 100 | |||||||||||||||
Total fair value |
$ | 3,924 | $ | 5,267 | $ | 492 | $ | 16,334 | $ | 26,017 | ||||||||||
Total amortized cost |
$ | 3,919 | $ | 5,227 | $ | 485 | $ | 16,381 | $ | 26,012 | ||||||||||
Securities held to maturity: |
||||||||||||||||||||
U.S. agency residential mortgage-backed securities (1) |
$ | | $ | | $ | 393 | $ | 13,097 | $ | 13,490 | ||||||||||
Asset-backed securities |
| 898 | 93 | | 991 | |||||||||||||||
Corporate debt securities |
174 | 171 | | | 345 | |||||||||||||||
Total fair value |
$ | 174 | $ | 1,069 | $ | 486 | $ | 13,097 | $ | 14,826 | ||||||||||
Total amortized cost |
$ | 172 | $ | 1,052 | $ | 484 | $ | 12,682 | $ | 14,390 | ||||||||||
(1) | Residential mortgage-backed securities have been allocated over maturity groupings based on final contractual maturities. Actual maturities will differ from final contractual maturities because a certain portion of loans underlying these securities require scheduled principal payments and borrowers have the right to prepay obligations. |
Proceeds and gross realized gains (losses) from sales of securities available for sale are as follows:
Three Months
Ended September 30, |
Nine Months
Ended September 30, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Proceeds |
$ | 95 | $ | 22 | $ | 220 | $ | 107 | ||||||||
Gross realized gains |
$ | | $ | | $ | | $ | 1 | ||||||||
Gross realized losses |
$ | | $ | (3 | ) | $ | | $ | (4 | ) | ||||||
Realized gains and losses from sales of securities available for sale are included in other revenue.
4. | Loans to Banking Clients and Related Allowance for Credit Losses |
The composition of the loan portfolio is as follows:
September 30, 2010 |
December 31, 2009 |
|||||||
Residential real estate mortgages |
$ | 4,219 | $ | 3,710 | ||||
Home equity lines of credit |
3,480 | 3,304 | ||||||
Personal loans secured by securities |
510 | 366 | ||||||
Other |
19 | 13 | ||||||
Total loans to banking clients |
8,228 | 7,393 | ||||||
Allowance for credit losses |
(50 | ) | (45 | ) | ||||
Total loans to banking clients net |
$ | 8,178 | $ | 7,348 | ||||
- 8 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
Included in the loan portfolio are nonaccrual loans totaling $48 million and $34 million at September 30, 2010, and December 31, 2009, respectively. Nonperforming assets, which include nonaccrual loans and other real estate owned, totaled $52 million and $37 million at September 30, 2010, and December 31, 2009, respectively. There were no loans accruing interest that were contractually 90 days or more past due at September 30, 2010, or December 31, 2009. The amount of interest revenue that would have been earned on nonaccrual loans, versus interest revenue recognized on these loans, was not material to the Companys results of operations for the first nine months of 2010 or 2009.
Changes in the allowance for credit losses were as follows:
Three Months
Ended September 30, |
Nine Months
Ended September 30, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Balance at beginning of period |
$ | 51 | $ | 41 | $ | 45 | $ | 20 | ||||||||
Charge-offs |
(4 | ) | (4 | ) | (14 | ) | (9 | ) | ||||||||
Recoveries |
| | 1 | | ||||||||||||
Provision for credit losses |
3 | 7 | 18 | 33 | ||||||||||||
Balance at end of period |
$ | 50 | $ | 44 | $ | 50 | $ | 44 | ||||||||
5. | Long-term Debt |
Long-term debt net of unamortized debt discounts and premiums, where applicable, consists of the following:
September 30, 2010 |
December 31, 2009 |
|||||||
Senior Notes |
$ | 1,449 | $ | 747 | ||||
Senior Medium-Term Notes, Series A |
250 | 450 | ||||||
Junior Subordinated Notes |
202 | 202 | ||||||
Finance lease obligation |
107 | 111 | ||||||
Fair value adjustment |
| 2 | ||||||
Total long-term debt |
$ | 2,008 | $ | 1,512 | ||||
CSC has a universal automatic shelf registration statement on file with the Securities and Exchange Commission (SEC), which enables CSC to issue debt, equity and other securities. In the third quarter of 2010, the Company issued $700 million of Senior Notes that mature in 2020 under this registration statement. The Senior Notes have a fixed interest rate of 4.45% with interest payable semi-annually.
6. | Commitments and Contingent Liabilities |
The Company has clients that sell (i.e., write) listed option contracts that are cleared by various clearing houses. The clearing houses establish margin requirements on these transactions. The Company satisfies the margin requirements by arranging unsecured standby letter of credit agreements (LOCs), in favor of the clearing houses, which are issued by multiple banks. At September 30, 2010, the aggregate face amount of these LOCs totaled $445 million. In connection with its securities lending activities, Schwab is required to provide collateral to certain brokerage clients. Schwab satisfies the collateral requirements by arranging LOCs, in favor of these brokerage clients, which are issued by multiple banks. At September 30, 2010, the aggregate face amount of these LOCs totaled $14 million. There were no funds drawn under any of these LOCs at September 30, 2010.
The Company also provides guarantees to securities clearing houses and exchanges under their standard membership agreement, which requires members to guarantee the performance of other members. Under the agreement, if another member becomes unable to satisfy its obligations to the clearing houses and exchanges, other members would be required to meet shortfalls. The Companys liability under these arrangements is not quantifiable and may exceed the cash and securities
- 9 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
it has posted as collateral. However, the potential requirement for the Company to make payments under these arrangements is remote. Accordingly, no liability has been recognized for these guarantees.
Legal contingencies: The Company is subject to claims and lawsuits in the ordinary course of business, including arbitrations, class actions and other litigation, some of which include claims for substantial or unspecified damages. The Company is also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies. In addition, the Company is responding to certain litigation claims brought against former subsidiaries pursuant to indemnities it has provided to purchasers of those entities. Certain of these matters are described below.
The Company believes it has strong defenses in all significant matters currently pending and is contesting liability and the damages claimed. Nevertheless, some of these matters may result in adverse judgments or awards, including penalties, injunctions, or other relief, and the Company may also determine to settle a matter because of the uncertainty and risks of litigation. Except as otherwise noted below, based on current information and consultation with counsel, management believes that the resolution of matters currently pending will not have a material impact on the financial condition or cash flows of the Company, but could be material to the Companys operating results for a particular future period, depending on results for that period. However, predicting the outcome of a matter is inherently difficult, particularly where claims are brought on behalf of various classes of claimants, claimants seek substantial or unspecified damages, or when investigations or legal proceedings are at an early stage, and in many cases, including certain matters described below, it is not possible to determine whether a loss will be incurred or to estimate the range of that loss until the matter is closer to resolution.
Auction Rate Securities Regulatory Inquiries: Schwab has been responding to industry wide inquiries from federal and state regulators regarding sales of auction rate securities to clients who were unable to sell their holdings when the normal auction process for those securities froze unexpectedly in February 2008. On August 17, 2009, a civil complaint was filed against Schwab in New York state court by the Attorney General of the State of New York (NYAG) alleging material misrepresentations and omissions by Schwab regarding the risks of auction rate securities, and seeking restitution, disgorgement, penalties and other relief, including repurchase of securities held in client accounts. As reflected in a statement issued August 17, 2009, Schwab has responded that the allegations are without merit and that Schwab intends to contest any charges. On March 15, 2010, Schwab filed a motion to dismiss the case and various claims in the civil complaint.
Separately, on November 19, 2009, Schwab received a Wells notice from the Financial Industry Regulatory Authority (FINRA) regarding a preliminary determination to recommend disciplinary action against Schwab for possible rule violations regarding sales of auction rate securities through the Company. On February 9, 2010, Schwab received a second letter from FINRA regarding additional disciplinary charges. A Wells notice provides recipients an opportunity to respond to issues raised in an investigation prior to any decision on an enforcement proceeding, and is neither a formal allegation nor a finding of wrongdoing. The Company has responded to FINRA to explain why it believes enforcement charges are unwarranted.
YieldPlus Fund Litigation and Regulatory Inquiries: The Company is the subject of consolidated class action litigation, regulatory investigations and individual investor arbitration claims relating to the Schwab YieldPlus Fund®, an ultra-short bond fund (Bond Fund). The Bond Fund was designed to invest in a variety of fixed income instruments, including corporate bonds, asset-backed securities, mortgage-backed securities and other fixed income investments. The credit crisis that began in mid-2007 led to a decline in the value of a majority of fixed income investments market wide. As a result, certain Schwab clients who chose to invest in the Bond Fund experienced a decline in their investments, leading to the litigation.
Nine class action lawsuits were filed between March and May 2008 on behalf of investors in the Bond Fund alleging violations of state law and federal securities law in connection with the funds investment policy, disclosures and marketing. These cases were consolidated in a single action on July 3, 2008, in the U.S. District Court for the Northern District of California. Specific allegations include changes to the investment policy of the fund regarding limits on positions in mortgage-backed securities without obtaining a shareholder vote; inadequate disclosure of the risks associated with fund investments in mortgage-backed securities and fund risk management; inaccurate reporting of the funds weighted-average duration; and failure to disclose redemptions of positions in YieldPlus by other Schwab investment funds. The lawsuit seeks unspecified compensatory and rescission damages, unspecified equitable and injunctive relief, and costs and attorneys fees. Defendants named in the lawsuit include the Company, Schwab, CSIM, the fund itself, Schwab Investments (registrant and
- 10 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
issuer of the funds shares), Charles R. Schwab, Randall W. Merk (current president of the fund), and current and former trustees and officers of the fund and/or Schwab. On February 4, 2009, the court denied defendants motion to dismiss plaintiffs federal law claims and dismissed all but one state law claim. On August 21, 2009, the court certified two classes of plaintiffs for purposes of the federal law claims and a single class of plaintiffs for purposes of the remaining state law claim.
On March 30, 2010, the court granted plaintiffs motion for summary judgment holding defendants liable for plaintiffs state law claim regarding changes to the investment policy of the Bond Fund, which plaintiffs alleged were made without shareholder approval in violation of Section 13(a) of the Investment Company Act of 1940. On April 5, 2010, defendants filed a motion for interlocutory appeal of this ruling, which the court denied at a hearing on April 26, 2010. On April 8, 2010, the court issued an order denying defendants motion for summary judgment on plaintiffs federal law claims. On April 23, 2010, the Company entered into a settlement agreement with plaintiffs in which the Company, without admitting liability, agreed to a total of $200 million to resolve plaintiffs federal law claims. On May 14, 2010, the Company entered into a settlement agreement with plaintiffs in which the Company, without admitting liability, agreed to resolve plaintiffs state law claim for $35 million. Pursuant to a joint motion by plaintiffs and defendants in support of the proposed settlements, the settlement agreements were preliminarily approved by the court on May 26, 2010, and have been awaiting final court approval. On October 14, 2010, the court issued an opinion interpreting the proposed settlement terms and holding that federal securities law class members resident outside of California would not be precluded under the proposed settlement agreements from bringing further claims under California law against the defendants. In light of the courts opinion, the Company is evaluating its litigation options, including whether to seek termination of the proposed federal and state settlements.
For the nine months ended September 30, 2010, the Company has accrued a reserve of $196 million in connection with the lawsuit, reflecting the preliminary settlements, net of insurance proceeds of $39 million under applicable policies. The Company will continue to evaluate the reserve pending final resolution of the litigation; actual liability could be higher or lower than the amount reserved.
Separately, the Company has been responding to investigations by federal and state regulators regarding these matters. On October 14, 2009, the Company received a Wells notice from the staff of the Securities and Exchange Commission (SEC) regarding the staffs preliminary determination to recommend the filing of a civil enforcement action against Schwab Investments, CSIM, Schwab, and the president of the Bond Fund for possible violations of the securities laws with respect to the fund. On October 27, 2009, the Company also received a Wells notice from FINRA regarding a preliminary determination to recommend disciplinary action against Schwab for possible violation of securities laws and FINRA rules with respect to the fund. The Company has responded to the notices to explain why it believes enforcement charges are unwarranted, and has been in discussions with the SEC and FINRA staff and state regulators regarding potential settlement of civil regulatory charges. Given the status of those discussions, the Company is unable to predict whether a settlement with the SEC or other regulators can be reached, or to estimate the range of any potential liability, and therefore has not established a reserve in connection therewith. Although the Company believes it has strong defenses if enforcement proceedings were instituted, any adverse judgment could result in the imposition of disgorgement, penalties, and other monetary and injunctive relief against the Company.
In addition to the above matters, as of September 30, 2010, the Company remained the subject of 68 individual arbitration claims seeking $17 million in damages relating to investments in the Bond Fund, for which the Company has been accruing reserves.
Total Bond Market Fund Litigation: On August 28, 2008, a class action lawsuit was filed in the U.S. District Court for the Northern District of California on behalf of investors in the Schwab Total Bond Market Fund. The lawsuit, which alleges violations of state law and federal securities law in connection with the funds investment policy, names Schwab Investments (registrant and issuer of the funds shares) and CSIM as defendants. Allegations include that the fund improperly deviated from its stated investment objectives by investing in collateralized mortgage obligations (CMOs) and investing more than 25% of fund assets in CMOs and mortgage-backed securities without obtaining a shareholder vote. Plaintiffs seek unspecified compensatory and rescission damages, unspecified equitable and injunctive relief, and costs and attorneys fees. On February 19, 2009, the court denied defendants motion to dismiss plaintiffs federal securities law claim, and dismissed certain state law claims with leave to amend. On April 27, 2009, the court issued a stay of proceedings while defendants
- 11 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
appealed the courts February 19, 2009 decision refusing to dismiss plaintiffs federal securities law claim. On August 12, 2010, the Ninth Circuit Court of Appeals ruled in favor of the defendants and dismissed plaintiffs federal securities law claim. On September 28, 2010, plaintiffs filed a second amended class action complaint dropping the federal securities law claim and certain of its state law claims. On September 3, 2010, a second class action lawsuit by a different law firm was filed in the U.S. District Court for the Northern District of California on behalf of investors in the fund. The new lawsuit, which also names Schwab Investments and CSIM as defendants, alleges violations of state law in connection with the funds deviation from the performance of its benchmark index and concentration in mortgage-backed securities, and seeks restitution and disgorgement of management or other fees. On October 11, 2010, defendants filed a motion to consolidate the two class actions.
The SEC Wells notice received by the Company on October 14, 2009, concerning the Bond Fund, also provided notice of the SEC staffs intention to recommend the inclusion of additional charges against Schwab Investments and CSIM for possible violations of the securities laws with respect to the Total Bond Market Fund. The Company has responded to the SEC Wells notice to explain why the proposed charges regarding the Total Bond Market Fund are unwarranted, and has also addressed the proposed charges in the discussions with SEC staff described above concerning the Bond Fund.
7. | Fair Values of Assets and Liabilities |
Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement accounting guidance describes the fair value hierarchy for disclosing assets and liabilities measured at fair value based on the inputs used to value them. The fair value hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are based on market pricing data obtained from sources independent of the Company. A quoted price in an active market provides the most reliable evidence of fair value and is generally used to measure fair value whenever available. Unobservable inputs reflect managements judgment about the assumptions market participants would use in pricing the asset or liability. Where inputs used to measure fair value of an asset or liability are from different levels of the hierarchy, the asset or liability is categorized based on the lowest level input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input requires judgment. The fair value hierarchy includes three levels based on the objectivity of the inputs as follows:
| Level 1 inputs are quoted prices in active markets as of the measurement date for identical assets or liabilities that the Company has the ability to access. This category includes active exchange-traded money market funds, mutual funds, and equity securities. The Company did not transfer any assets or liabilities between Level 1 and Level 2 as of September 30, 2010, or December 31, 2009. |
| Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates, benchmark yields, issuer spreads, new issue data, and collateral performance. This category includes residential mortgage-backed securities, asset-backed securities, corporate debt securities, certificates of deposit, commercial paper, U.S. agency and municipal debt securities, and U.S. Treasury securities. |
| Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company did not have any financial assets or liabilities utilizing Level 3 inputs as of September 30, 2010, or December 31, 2009. |
Assets and Liabilities Recorded at Fair Value
The Companys assets recorded at fair value include certain cash equivalents, investments segregated and on deposit for regulatory purposes, other securities owned, and securities available for sale. The Company uses prices obtained from an independent third-party pricing service to measure the fair value of investment securities categorized as Level 2. The Company validates prices received from the pricing service using various methods including comparison to prices received from additional pricing services, comparison to quoted market prices, where available, comparison to internal valuation
- 12 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
models, and review of other relevant market data. The Company does not adjust the prices received from the independent third-party pricing service unless such prices are inconsistent with the definition of fair value and result in a material difference in the recorded amounts. At September 30, 2010, and December 31, 2009, the Company did not adjust prices received from the independent third-party pricing service. Liabilities recorded at fair value are not material, and therefore are not included in the following tables.
The following tables present the fair value hierarchy for assets measured at fair value:
September 30, 2010 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance at Fair Value |
||||||||||||
Cash equivalents: |
||||||||||||||||
Money market funds |
$ | 1,656 | $ | | $ | | $ | 1,656 | ||||||||
Certificates of deposit |
| 250 | | 250 | ||||||||||||
Commercial paper |
| 525 | | 525 | ||||||||||||
Total cash equivalents |
1,656 | 775 | | 2,431 | ||||||||||||
Investments segregated and on deposit for regulatory purposes: |
||||||||||||||||
U.S. Government securities |
| 1,086 | | 1,086 | ||||||||||||
Corporate debt securities |
| 2,179 | | 2,179 | ||||||||||||
Certificates of deposit |
| 2,176 | | 2,176 | ||||||||||||
Total investments segregated and on deposit for regulatory purposes |
| 5,441 | | 5,441 | ||||||||||||
Other securities owned: |
||||||||||||||||
Schwab Funds® money market funds |
164 | | | 164 | ||||||||||||
Equity and bond mutual funds |
96 | | | 96 | ||||||||||||
State and municipal debt obligations |
| 54 | | 54 | ||||||||||||
Equity, U.S. Government and corporate debt, and other securities |
2 | 25 | | 27 | ||||||||||||
Total other securities owned |
262 | 79 | | 341 | ||||||||||||
Securities available for sale: |
||||||||||||||||
U.S. agency residential mortgage-backed securities |
| 13,669 | | 13,669 | ||||||||||||
Non-agency residential mortgage-backed securities |
| 1,650 | | 1,650 | ||||||||||||
Corporate debt securities |
| 2,803 | | 2,803 | ||||||||||||
Certificates of deposit |
| 2,802 | | 2,802 | ||||||||||||
U.S. agency notes |
| 2,785 | | 2,785 | ||||||||||||
Asset-backed securities |
| 2,208 | | 2,208 | ||||||||||||
Commercial paper |
| 100 | | 100 | ||||||||||||
Total securities available for sale |
| 26,017 | | 26,017 | ||||||||||||
Total |
$ | 1,918 | $ | 32,312 | $ | | $ | 34,230 | ||||||||
- 13 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
December 31, 2009 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance at Fair Value |
||||||||||||
Cash equivalents (1) : |
||||||||||||||||
Money market funds |
$ | 2,278 | $ | | $ | | $ | 2,278 | ||||||||
Commercial paper |
| 370 | | 370 | ||||||||||||
Total cash equivalents |
2,278 | 370 | | 2,648 | ||||||||||||
Investments segregated and on deposit for regulatory purposes: |
||||||||||||||||
U.S. Government securities |
| 2,681 | | 2,681 | ||||||||||||
Corporate debt securities |
| 2,135 | | 2,135 | ||||||||||||
Certificates of deposit |
| 2,091 | | 2,091 | ||||||||||||
Commercial paper |
| 100 | | 100 | ||||||||||||
Total investments segregated and on deposit for regulatory purposes |
| 7,007 | | 7,007 | ||||||||||||
Other securities owned: |
||||||||||||||||
Schwab Funds® money market funds |
321 | | | 321 | ||||||||||||
Commercial paper |
| 220 | | 220 | ||||||||||||
Certificates of deposit |
| 200 | | 200 | ||||||||||||
Equity and bond mutual funds |
103 | | | 103 | ||||||||||||
State and municipal debt obligations |
| 49 | | 49 | ||||||||||||
Equity, U.S. Government and corporate debt, and other securities |
2 | 21 | | 23 | ||||||||||||
Total other securities owned |
426 | 490 | | 916 | ||||||||||||
Securities available for sale: |
||||||||||||||||
U.S. agency residential mortgage-backed securities |
| 11,779 | | 11,779 | ||||||||||||
Non-agency residential mortgage-backed securities |
| 1,941 | | 1,941 | ||||||||||||
Corporate debt securities |
| 2,380 | | 2,380 | ||||||||||||
Certificates of deposit |
| 1,953 | | 1,953 | ||||||||||||
U.S. agency notes |
| 2,978 | | 2,978 | ||||||||||||
Asset-backed securities |
| 1,089 | | 1,089 | ||||||||||||
Total securities available for sale |
| 22,120 | | 22,120 | ||||||||||||
Total |
$ | 2,704 | $ | 29,987 | $ | | $ | 32,691 | ||||||||
(1) | Beginning in the first quarter of 2010, the fair value information for certain cash equivalents was included. Information as of December 31, 2009, was recast to reflect this change. |
Fair Value of Assets and Liabilities Not Recorded at Fair Value
Descriptions of the valuation methodologies and assumptions used to estimate the fair value of assets and liabilities not recorded at fair value are described below. There were no significant changes in these methodologies or assumptions during the first nine months of 2010.
Other cash equivalents, receivables, payables, and accrued expenses and other liabilities include cash and highly liquid investments, receivables and payables from/ to brokers, dealers and clearing organizations, receivables and payables from/ to brokerage clients, and drafts, accounts, taxes, interest, and compensation payable. Assets and liabilities in these categories are short-term in nature and accordingly are recorded at amounts that approximate fair value.
Cash and investments segregated and on deposit for regulatory purposes include securities purchased under resale agreements. Securities purchased under resale agreements are recorded at par value plus accrued interest. Securities purchased under resale agreements are short-term in nature and are backed by collateral that both exceeds the carrying value of the resale agreement and is highly liquid in nature. Accordingly, the carrying value approximates fair value.
- 14 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
Securities held to maturity include U.S. agency residential mortgage-backed securities, asset-backed securities collateralized by credit card, student, and auto loans, and corporate debt securities. Securities held to maturity are recorded at amortized cost. The fair value of these securities is obtained using an independent third-party pricing service, as discussed above.
Loans to banking clients primarily include adjustable rate residential first-mortgage and home equity lines of credit (HELOC) loans. Loans to banking clients are recorded at carrying value net of an allowance for credit losses. The fair value of the Companys loans to banking clients is estimated based on market prices for mortgage-backed securities collateralized by similar types of loans.
Loans held for sale include fixed rate residential first-mortgage loans intended for sale. Loans held for sale are recorded at the lower of cost or fair value. The fair value of the Companys loans held for sale is estimated using quoted market prices for securities backed by similar types of loans.
Other assets include cost method investments whose carrying values approximate their fair values. Other assets also include Federal Home Loan Bank stock recorded at par, which approximates fair value.
Deposits from banking clients: The Company considers the fair value of deposits with no stated maturity, such as deposits from banking clients, to be equal to the amount payable on demand as of the balance sheet date.
Long-term debt includes Senior Notes, Senior Medium-Term Notes, Series A, Junior Subordinated Notes, and a finance lease obligation. The fair value of the Senior Notes, Senior Medium-Term Notes, Series A, and Junior Subordinated Notes is estimated using indicative, non-binding quotes from independent brokers. The finance lease obligation is recorded at carrying value, which approximates fair value.
Firm commitments to extend credit: The Company extends credit to banking clients through HELOC commitments. The Company considers the fair value of unused HELOC commitments to be not material because the interest rate earned on HELOC outstanding balances is based on the Prime rate and resets monthly. Future utilization of HELOC commitments will earn a then-current market interest rate. The Company does not charge a fee to maintain a HELOC.
The table below presents the Companys fair value estimates for financial instruments excluding short-term financial assets and liabilities, for which carrying amounts approximate fair value, and excluding financial instruments recorded at fair value.
September 30, 2010 |
December 31, 2009 |
|||||||||||||||
Carrying Amount |
Fair Value |
Carrying Amount |
Fair Value |
|||||||||||||
Financial Assets: |
||||||||||||||||
Securities held to maturity |
$ | 14,390 | $ | 14,826 | $ | 6,839 | $ | 6,880 | ||||||||
Loans to banking clients net |
$ | 8,178 | $ | 8,095 | $ | 7,348 | $ | 6,888 | ||||||||
Loans held for sale |
$ | 121 | $ | 127 | $ | 104 | $ | 107 | ||||||||
Financial Liabilities: |
||||||||||||||||
Long-term debt |
$ | 2,008 | $ | 2,223 | $ | 1,512 | $ | 1,580 |
8. | Equity Offering |
On January 26, 2010, the Company completed the sale of 29,670,300 shares of its common stock, $.01 par value, at a public offering price of $19.00 per share. Net proceeds received from the offering were $543 million and were used to support the Companys balance sheet growth, including expansion of its deposit base and migration of certain client balances from money market funds into Schwab Bank.
- 15 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
9. | Comprehensive Income and Accumulated Other Comprehensive Income (Loss) |
The components of comprehensive income are as follows:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net income |
$ | 124 | $ | 200 | $ | 335 | $ | 623 | ||||||||
Other comprehensive income: |
||||||||||||||||
Change in net unrealized gain (loss) on securities available for sale: |
||||||||||||||||
Net unrealized gain |
108 | 177 | 297 | 469 | ||||||||||||
Reclassification of OTTI charges included in earnings |
3 | 11 | 19 | 38 | ||||||||||||
Other reclassifications of net losses included in earnings |
| 3 | | 3 | ||||||||||||
Income tax effect |
(43 | ) | (75 | ) | (122 | ) | (203 | ) | ||||||||
Total other comprehensive income |
68 | 116 | 194 | 307 | ||||||||||||
Comprehensive income |
$ | 192 | $ | 316 | $ | 529 | $ | 930 | ||||||||
Accumulated other comprehensive income (loss) represents cumulative gains and losses that are not reflected in earnings. Accumulated other comprehensive income (loss) balances were:
Net unrealized gain (loss) on securities available for sale |
||||||||||||
Portion
of unrealized gain (loss) on Non-OTTI securities |
Portion of unrealized loss on OTTI securities |
Total accumulated other comprehensive income (loss) |
||||||||||
Balance at December 31, 2008 |
$ | (553 | ) | $ | | $ | (553 | ) | ||||
Reclassification of OTTI securities |
121 | (121 | ) | | ||||||||
Other net changes |
307 | | 307 | |||||||||
Balance at September 30, 2009 |
$ | (125 | ) | $ | (121 | ) | $ | (246 | ) | |||
Balance at December 31, 2009 |
$ | (77 | ) | $ | (114 | ) | $ | (191 | ) | |||
Reclassification of OTTI securities |
21 | (21 | ) | | ||||||||
Other net changes |
150 | 44 | 194 | |||||||||
Balance at September 30, 2010 |
$ | 94 | $ | (91 | ) | $ | 3 | |||||
10. | Money Market Mutual Fund Charges |
In the third quarter of 2010, the Company decided to cover the net remaining losses recognized by Schwab money market mutual funds as a result of their investments in a single structured investment vehicle that defaulted in 2008 and recorded a charge of $132 million.
- 16 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
11. | Earnings Per Share |
Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. Dilutive potential common shares include the effect of outstanding stock options and unvested restricted stock awards and units. EPS under the basic and diluted computations is as follows:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net income available to common stockholders (1) |
$ | 124 | $ | 200 | $ | 335 | $ | 623 | ||||||||
Weighted-average common shares outstanding basic |
1,192 | 1,157 | 1,189 | 1,155 | ||||||||||||
Common stock equivalent shares related to stock incentive plans |
2 | 6 | 3 | 5 | ||||||||||||
Weighted-average common shares outstanding diluted (2) |
1,194 | 1,163 | 1,192 | 1,160 | ||||||||||||
Basic EPS |
$ | .10 | $ | .17 | $ | .28 | $ | .54 | ||||||||
Diluted EPS |
$ | .10 | $ | .17 | $ | .28 | $ | .54 |
(1) | Net income available to participating securities (unvested restricted shares) was not material for the third quarters and first nine months of 2010 or 2009. |
(2) | Total antidilutive stock options and restricted stock awards excluded from the calculation of diluted EPS were 49 million and 28 million shares for the third quarters of 2010 and 2009, respectively, and 40 million and 35 million shares for the first nine months of 2010 and 2009, respectively. |
12. | Regulatory Requirements |
CSC is a savings and loan holding company and Schwab Bank, CSCs depository institution subsidiary, is a federal savings bank. CSC and Schwab Bank are both subject to supervision and regulation by the Office of Thrift Supervision. As a savings and loan holding company, CSC is not subject to specific statutory capital requirements. However, CSC is required to maintain capital that is sufficient to support the holding company and its subsidiaries business activities, and the risks inherent in those activities.
Schwab Bank is required to maintain a capital level that at least equals minimum capital levels specified in federal banking laws and regulations. Failure to meet the minimum levels will result in certain mandatory, and possibly additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on Schwab Bank. At September 30, 2010, CSC and Schwab Bank met the capital level requirements.
The regulatory capital and ratios for Schwab Bank at September 30, 2010, are as follows:
Actual | Minimum Capital Requirement |
Minimum to be Well Capitalized |
||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
Tier 1 Capital |
$ | 4,008 | 23.6 | % | $ | 678 | 4.0 | % | $ | 1,017 | 6.0 | % | ||||||||||||
Total Capital |
$ | 4,057 | 23.9 | % | $ | 1,356 | 8.0 | % | $ | 1,695 | 10.0 | % | ||||||||||||
Tier 1 Leverage |
$ | 4,008 | 7.6 | % | $ | 2,119 | 4.0 | % | $ | 2,649 | 5.0 | % | ||||||||||||
Tangible Equity |
$ | 4,008 | 7.6 | % | $ | 1,060 | 2.0 | % | N/A |
N/A Not applicable.
Based on its regulatory capital ratios at September 30, 2010, Schwab Bank is considered well capitalized (the highest category) pursuant to banking regulatory guidelines. There are no conditions or events since September 30, 2010, that management believes have changed Schwab Banks capital category.
- 17 -
THE CHARLES SCHWAB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Millions, Except Per Share Data, Ratios, or as Noted)
(Unaudited)
Schwab is subject to Rule 15c3-1 under the Securities Exchange Act of 1934 (the Uniform Net Capital Rule). Schwab computes net capital under the alternative method permitted by the Uniform Net Capital Rule. This method requires the maintenance of minimum net capital, as defined, of the greater of 2% of aggregate debit balances arising from client transactions or a minimum dollar requirement, which is based on the type of business conducted by the broker-dealer. Under the alternative method, a broker-dealer may not repay subordinated borrowings, pay cash dividends, or make any unsecured advances or loans to its parent company or employees if such payment would result in net capital of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement. At September 30, 2010, 2% of aggregate debit balances was $224 million, which exceeded the minimum dollar requirement for Schwab of $250,000. At September 30, 2010, Schwabs net capital was $1.1 billion (10% of aggregate debit balances), which was $887 million in excess of its minimum required net capital and $550 million in excess of 5% of aggregate debit balances.
13. | Segment Information |
The Company structures its operating segments according to its various types of clients and the services provided to those clients. The Companys two reportable segments are Investor Services and Institutional Services. The Company evaluates the performance of its segments on a pre-tax basis excluding items such as impairment charges on non-financial assets, discontinued operations, extraordinary items, and significant restructuring and other charges. Segment assets and liabilities are not disclosed because the balances are not used for evaluating segment performance and deciding how to allocate resources to segments. There are no revenues from transactions with other segments within the Company.
Selected financial information for the Companys reportable segments is presented in the following table:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net revenues: |
||||||||||||||||
Investor Services |
$ | 718 | $ | 658 | $ | 2,080 | $ | 2,069 | ||||||||
Institutional Services |
346 | 353 | 1,042 | 1,138 | ||||||||||||
Unallocated |
(1 | ) | | (1 | ) | | ||||||||||
Total net revenues |
$ | 1,063 | $ | 1,011 | $ | 3,121 | $ | 3,207 | ||||||||
Income before taxes on income: |
||||||||||||||||
Investor Services |
$ | 215 | $ | 196 | $ | 545 | $ | 654 | ||||||||
Institutional Services |
114 | 125 | 327 | 443 | ||||||||||||
Unallocated (1, 2) |
(130 | ) | (1 | ) | (322 | ) | (87 | ) | ||||||||
Income before taxes on income |
199 | 320 | 550 | 1,010 | ||||||||||||
Taxes on income |
(75 | ) | (120 | ) | (215 | ) | (387 | ) | ||||||||
Net income |
$ | 124 | $ | 200 | $ | 335 | $ | 623 | ||||||||
(1) | Includes money market mutual fund charges of $132 million in the third quarter of 2010. |
(2) | Includes a class action litigation reserve of $196 million in the first nine months of 2010 and facilities and severance charges relating to the Companys cost reduction measures in the first nine months of 2009. |
- 18 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
OVERVIEW
Management of The Charles Schwab Corporation (CSC) and its subsidiaries (collectively referred to as the Company) focuses on several key financial and non-financial metrics in evaluating the Companys financial position and operating performance. Results for the third quarters and first nine months of 2010 and 2009 are shown in the following table:
Three Months
Ended September 30, |
Percent Change |
Nine Months
Ended September 30, |
Percent Change |
|||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||
Client Activity Metrics: |
||||||||||||||||||||||||
Net new client assets (1) (in billions) |
$ | 14.6 | $ | 19.9 | (27 | %) | $ | 0.4 | $ | 62.5 | (99 | %) | ||||||||||||
Client assets (in billions, at quarter end) |
$ | 1,471.3 | $ | 1,363.6 | 8 | % | ||||||||||||||||||
Clients daily average trades (2) (in thousands) |
352.6 | 399.2 | (12 | %) | 401.1 | 423.6 | (5 | %) | ||||||||||||||||
Company Financial Metrics: |
||||||||||||||||||||||||
Net revenues |
$ | 1,063 | $ | 1,011 | 5 | % | $ | 3,121 | $ | 3,207 | (3 | %) | ||||||||||||
Expenses excluding interest |
864 | 691 | 25 | % | 2,571 | 2,197 | 17 | % | ||||||||||||||||
Income before taxes on income |
199 | 320 | (38 | %) | 550 | 1,010 | (46 | %) | ||||||||||||||||
Taxes on income |
(75 | ) | (120 | ) | (38 | %) | (215 | ) | (387 | ) | (44 | %) | ||||||||||||
Net income |
$ | 124 | $ | 200 | (38 | %) | $ | 335 | $ | 623 | (46 | %) | ||||||||||||
Earnings per share diluted |
$ | .10 | $ | .17 | (41 | %) | $ | .28 | $ | .54 | (48 | %) | ||||||||||||
Net revenue growth (decline) from prior year |
5 | % | (19 | %) | (3 | %) | (17 | %) | ||||||||||||||||
Pre-tax profit margin |
18.7 | % | 31.7 | % | 17.6 | % | 31.5 | % | ||||||||||||||||
Return on stockholders equity (annualized) |
8 | % | 17 | % | 8 | % | 19 | % | ||||||||||||||||
Annualized net revenue per average full-time equivalent employee (in thousands) |
$ | 340 | $ | 331 | 3 | % | $ | 330 | $ | 345 | (4 | %) |
(1) | Includes net outflows of $51.5 billion in the first nine months of 2010 related to the planned deconversion of a mutual fund clearing services client. |
(2) | Beginning in the first quarter of 2010, amounts include all commission free trades, including the Companys Mutual Fund OneSource® funds and Exchange-Traded Funds, and other proprietary products. Prior period amounts have been recast to reflect this change. |
The equity markets showed sequential improvement during the third quarter as the Nasdaq Composite Index, the Standard & Poors 500 Index, and the Dow Jones Industrial Average increased 12%, 11%, and 10%, respectively. These indices also increased 12%, 8%, and 11%, respectively, from the first nine months of 2009. The low interest rate environment continued in the third quarter as the federal funds target rate remained unchanged during the quarter at a range of zero to 0.25% and the three-month LIBOR decreased by 24 basis points to 0.29%.
The Companys continued investment in expanding and improving product and service capabilities for its clients was reflected in continued strength in its key client activity metrics during the third quarter of 2010 net new client assets totaled $14.6 billion and total client assets ended the third quarter at $1.47 trillion, up 8% from the third quarter of 2009. Client trading activity slowed in the third quarter as clients daily average trades decreased 12% on a year-over-year basis to 352,600.
Net revenues increased by 5% in the third quarter of 2010 compared to the third quarter of 2009 primarily due to increases in net interest revenue and asset management and administration fees, partially offset by a decrease in trading revenue. Net interest revenue increased due to higher average balances of interest-earning assets during the quarter. Asset management and administration fees increased due to higher average asset valuations combined with continued asset inflows, offset by money market mutual fund fee waivers of $93 million. Money market mutual fund fee waivers were $78 million in the third quarter of 2009. Trading revenue decreased due to lower daily average revenue trades and lower average revenue earned per revenue trade resulting from improved online trade pricing for clients, which was implemented in January 2010.
- 19 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Net revenues decreased by 3% in the first nine months of 2010 compared to the first nine months of 2009 primarily due to decreases in asset management and administration fees, trading revenue, and other revenue, partially offset by an increase in net interest revenue. Asset management and administration fees decreased primarily due to money market mutual fund fee waivers of $331 million, partially offset by the effect of higher average asset valuations combined with continued asset inflows. Money market mutual fund fee waivers were $114 million in the first nine months of 2009. Trading revenue decreased due to lower daily average revenue trades and lower average revenue earned per revenue trade. Other revenue decreased due to a gain of $31 million on the repurchase of a portion of the Companys long-term debt in the first nine months of 2009. The increase in net interest revenue resulted from higher average balances of interest-earning assets during the first nine months of 2010, partially offset by a decrease in the average yield earned compared to the year earlier period.
Expenses excluding interest increased by 25% in the third quarter of 2010 compared to the third quarter of 2009 primarily due to the recognition of two charges in the third quarter of 2010. The Company decided to cover the net remaining losses recognized by Schwab money market mutual funds as a result of their investments in a single structured investment vehicle that defaulted in 2008 and recorded a charge of $132 million. Additionally, the Company recorded a charge of $21 million relating to the Companys Invest First® and WorldPoints(a) Visa(b) credit cards, as the Company ended its sponsorship due to challenging credit card industry economics. This charge is included in other expense on the Companys condensed consolidated statements of income.
Expenses excluding interest increased by 17% in the first nine months of 2010 compared to the first nine months of 2009 primarily due to the recognition of a class action litigation reserve of $196 million relating to the Schwab YieldPlus Fund® in the first quarter of 2010 and the two charges previously discussed above in the third quarter of 2010. For further discussion of the Schwab YieldPlus Fund litigation and regulatory matters, see Item 1 Condensed Consolidated Financial Statements (Unaudited) Notes 6. Commitments and Contingent Liabilities.
Business Acquisition
On August 30, 2010, the Company announced an agreement to acquire Windward Investment Management, Inc., for $150 million in stock and cash. The transaction is expected to close in the fourth quarter of 2010, subject to customary closing conditions. Windward Investment Management, Inc., is an investment advisory firm that manages diversified investment portfolios comprised primarily of exchange-traded fund securities.
CURRENT MARKET AND REGULATORY ENVIRONMENT
While the equity markets have improved from their March 2009 lows, which helped to strengthen the Companys net revenues in the third quarter and first nine months of 2010, the interest rate environment remains challenging and may continue to limit growth in the Companys net revenues.
Short-term interest rates remained at historically low levels throughout the period with certain rates, such as the one-month and three-month LIBOR, declining from the previous quarter end. To the extent rates remain at these low levels, the Companys net interest revenue will continue to be constrained. The low rate environment also affects asset management and administration fees. The overall yields on certain Schwab-sponsored money market mutual funds have fallen to levels at or below the management fees on those funds. The Company continues to waive a portion of its management fees, which it began to do in the first quarter of 2009, so that the funds may continue providing a positive return to clients. These and other money market mutual funds may continue to find it necessary to replace maturing securities with low yielding securities and the overall yield on such funds may remain below the management fees on those funds. To the extent this occurs, fees may continue to be waived and could increase from the third quarter 2010 level, which would negatively affect asset management and administration fees.
The Company recorded net impairment charges of $3 million and $19 million related to certain non-agency residential
(a) | WorldPoints is a registered trademark of FIA Card Services, N.A. |
(b) | Visa is a registered trademark of Visa International Service Association. |
- 20 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
mortgage-backed securities in the third quarter and first nine months of 2010, respectively, due to credit deterioration of the securities underlying collateral. Further deterioration in the performance of the underlying loans in the Companys residential mortgage-backed securities portfolio could result in the recognition of additional impairment charges.
The Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law on July 21, 2010. Among other things, the legislation authorizes various assessments and fees, requires the establishment of minimum leverage and risk-based capital requirements for insured depository institutions and contains several provisions that could increase the Federal Deposit Insurance Corporation (FDIC) deposit insurance premiums paid by the Company. CSC is reviewing the impact the legislation will have on the Companys business, financial condition, and results of operations.
RESULTS OF OPERATIONS
The following discussion presents an analysis of the Companys results of operations for the third quarter and first nine months of 2010 compared to the same periods in 2009.
Net Revenues
The Companys major sources of net revenues are asset management and administration fees, net interest revenue, and trading revenue. Asset management and administration fees and net interest revenue increased, while trading revenue decreased in the third quarter of 2010 compared to the third quarter of 2009. Asset management and administration fees and trading revenue decreased, while net interest revenue increased in the first nine months of 2010 compared to the first nine months of 2009.
Three Months Ended September 30, | 2010 | 2009 | ||||||||||||||||||
Percent Change |
Amount | % of Total Net Revenues |
Amount | % of Total Net Revenues |
||||||||||||||||
Asset management and administration fees |
||||||||||||||||||||
Mutual fund service fees: |
||||||||||||||||||||
Proprietary funds (Schwab Funds® and Laudus Funds®) |
(22 | %) | $ | 162 | 15 | % | $ | 207 | 21 | % | ||||||||||
Mutual Fund OneSource® |
24 | % | 156 | 15 | % | 126 | 12 | % | ||||||||||||
Clearing and other |
| 23 | 2 | % | 23 | 2 | % | |||||||||||||
Investment management and trust fees |
41 | % | 99 | 9 | % | 70 | 7 | % | ||||||||||||
Other |
12 | % | 28 | 3 | % | 25 | 3 | % | ||||||||||||
Asset management and administration fees |
4 | % | 468 | 44 | % | 451 | 45 | % | ||||||||||||
Net interest revenue |
||||||||||||||||||||
Interest revenue |
24 | % | 442 | 42 | % | 356 | 35 | % | ||||||||||||
Interest expense |
(6 | %) | (58 | ) | (6 | %) | (62 | ) | (6 | %) | ||||||||||
Net interest revenue |
31 | % | 384 | 36 | % | 294 | 29 | % | ||||||||||||
Trading revenue |
||||||||||||||||||||
Commissions |
(23 | %) | 168 | 16 | % | 217 | 21 | % | ||||||||||||
Principal transactions |
(42 | %) | 14 | 1 | % | 24 | 3 | % | ||||||||||||
Trading revenue |
(24 | %) | 182 | 17 | % | 241 | 24 | % | ||||||||||||
Other |
(11 | %) | 32 | 3 | % | 36 | 3 | % | ||||||||||||
Net impairment losses on securities |
(73 | %) | (3 | ) | | (11 | ) | (1 | %) | |||||||||||
Total net revenues |
5 | % | $ | 1,063 | 100 | % | $ | 1,011 | 100 | % | ||||||||||
- 21 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Nine Months Ended September 30, | 2010 | 2009 | ||||||||||||||||||
Percent Change |
Amount | % of Total Net Revenues |
Amount | % of Total Net Revenues |
||||||||||||||||
Asset management and administration fees |
||||||||||||||||||||
Mutual fund service fees: |
||||||||||||||||||||
Proprietary funds (Schwab Funds® and Laudus Funds®) |
(43 | %) | $ | 447 | 14 | % | $ | 780 | 24 | % | ||||||||||
Mutual Fund OneSource® |
43 | % | 458 | 15 | % | 321 | 10 | % | ||||||||||||
Clearing and other |
18 | % | 78 | 3 | % | 66 | 2 | % | ||||||||||||
Investment management and trust fees |
31 | % | 260 | 8 | % | 199 | 6 | % | ||||||||||||
Other |
12 | % | 82 | 3 | % | 73 | 3 | % | ||||||||||||
Asset management and administration fees |
(8 | %) | 1,325 | 43 | % | 1,439 | 45 | % | ||||||||||||
Net interest revenue |
||||||||||||||||||||
Interest revenue |
19 | % | 1,261 | 40 | % | 1,063 | 33 | % | ||||||||||||
Interest expense |
5 | % | (169 | ) | (5 | %) | (161 | ) | (5 | %) | ||||||||||
Net interest revenue |
21 | % | 1,092 | 35 | % | 902 | 28 | % | ||||||||||||
Trading revenue |
||||||||||||||||||||
Commissions |
(15 | %) | 575 | 18 | % | 679 | 21 | % | ||||||||||||
Principal transactions |
(47 | %) | 49 | 2 | % | 93 | 3 | % | ||||||||||||
Trading revenue |
(19 | %) | 624 | 20 | % | 772 | 24 | % | ||||||||||||
Other |
(25 | %) | 99 | 3 | % | 132 | 4 | % | ||||||||||||
Net impairment losses on securities |
(50 | %) | (19 | ) | (1 | %) | (38 | ) | (1 | %) | ||||||||||
Total net revenues |
(3 | %) | $ | 3,121 | 100 | % | $ | 3,207 | 100 | % | ||||||||||
Asset Management and Administration Fees
Asset management and administration fees include mutual fund service fees and fees for other asset-based financial services provided to individual and institutional clients. The Company earns mutual fund service fees for shareholder services, administration, investment management, and transfer agent services (through July 2009) provided to its proprietary funds, and recordkeeping and shareholder services provided to third-party funds. These fees are based upon the daily balances of client assets invested in the Companys proprietary funds and third-party funds. The Company also earns asset management fees for advisory and managed account services, which are based on the daily balances of client assets subject to the specific fee for service. The fair values of client assets included in proprietary and third-party mutual funds are based on quoted market prices and other observable market data. Asset management and administration fees may vary with changes in the balances of client assets due to market fluctuations and client activity. For discussion of the impact of current market conditions on asset management and administration fees, see Current Market and Regulatory Environment.
- 22 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Asset management and administration fees increased by $17 million, or 4%, in the third quarter of 2010 compared to the third quarter of 2009 primarily due to an increase in investment management and trust fees, offset by a decrease in mutual fund service fees. Asset management and administration fees decreased by $114 million, or 8%, in the first nine months of 2010 compared to the first nine months of 2009 primarily due to the decrease in mutual fund service fees, partially offset by an increase in investment management and trust fees.
Three Months
Ended September 30, |
Percent Change |
Nine Months
Ended September 30, |
Percent Change |
|||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||
Asset management and administration fees before money market mutual fund fee waivers |
$ | 561 | $ | 529 | 6 | % | $ | 1,656 | $ | 1,553 | 7 | % | ||||||||||||
Money market mutual fund fee waivers |
(93 | ) | (78 | ) | 19 | % | (331 | ) | (114 | ) | 190 | % | ||||||||||||
Asset management and administration fees |
$ | 468 | $ | 451 | 4 | % | $ | 1,325 | $ | 1,439 | (8 | %) | ||||||||||||
Mutual fund service fees decreased by $15 million, or 4%, and $184 million, or 16%, in the third quarter and first nine months of 2010 compared to the same periods in 2009, respectively, primarily due to money market mutual fund fee waivers. Given the low interest rate environment in the third quarters and first nine months of 2010 and 2009, the overall yields on certain Schwab-sponsored money market mutual funds have fallen to levels at or below the management fees on those funds. As a result, the Company waived a portion of its fees in the third quarters and first nine months of 2010 and 2009, in order to provide a positive return to clients. The decrease in mutual fund service fees was partially offset by higher average balances of client assets invested in the Companys Mutual Fund OneSource funds as a result of higher average asset valuations combined with continued asset inflows.
Investment management and trust fees increased by $29 million, or 41%, and $61 million, or 31%, in the third quarter and first nine months of 2010 compared to the same periods in 2009, respectively, primarily due to higher average balances of client assets participating in advisory and managed account services programs. This increase was partially offset by temporary fee rebates of $10 million and $62 million in the third quarter and first nine months of 2010, respectively, offered to qualifying clients for choosing to participate in these programs.
Net Interest Revenue
Net interest revenue is the difference between interest earned on interest-earning assets and interest paid on funding sources. Net interest revenue is affected by changes in the volume and mix of these assets and liabilities, as well as by fluctuations in interest rates and portfolio management strategies. The Company is positioned so that the consolidated balance sheet produces an increase in net interest revenue when interest rates rise and, conversely, a decrease in net interest revenue when interest rates fall (i.e., interest-earning assets generally reprice more quickly than interest-bearing liabilities). When interest rates fall, the Company may attempt to mitigate some of this negative impact by extending the maturities of assets in investment portfolios to lock-in asset yields as well as by lowering rates paid to clients on interest-bearing liabilities. Since the Company establishes the rates paid on certain brokerage client cash balances and deposits from banking clients, as well as the rates charged on receivables from brokerage clients, and also controls the composition of its investment securities, it has some ability to manage its net interest spread. However, the spread is influenced by external factors such as the interest rate environment and competition. For discussion of the impact of current market conditions on net interest revenue, see Current Market and Regulatory Environment.
In clearing its clients trades, Charles Schwab & Co., Inc. (Schwab) holds cash balances payable to clients. In most cases, Schwab pays its clients interest on cash balances awaiting investment, and may invest these funds and earn interest revenue. Receivables from brokerage clients consist primarily of margin loans to brokerage clients. Margin loans are loans made by Schwab to clients on a secured basis to purchase securities. Pursuant to SEC regulations, client cash balances that are not used for margin lending are generally segregated into investment accounts that are maintained for the exclusive benefit of clients, which are recorded in cash and investments segregated on the Companys condensed consolidated balance sheet.
The Companys interest-earning assets are financed primarily by brokerage client cash balances and deposits from banking clients. Non-interest-bearing funding sources include non-interest-bearing brokerage client cash balances and proceeds from stock-lending activities, as well as stockholders equity.
- 23 -
THE CHARLES SCHWAB CORPORATION
Managements 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 sheet:
Three Months Ended September 30, | 2010 | 2009 | ||||||||||||||||||||||
Average Balance |
Interest Revenue/ Expense |
Average Yield/ Rate |
Average Balance |
Interest Revenue/ Expense |
Average Yield/ Rate |
|||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 8,265 | $ | 6 | 0.29 | % | $ | 9,366 | $ | 7 | 0.30 | % | ||||||||||||
Cash and investments segregated |
19,286 | 16 | 0.33 | % | 16,584 | 16 | 0.38 | % | ||||||||||||||||
Broker-related receivables (1) |
287 | | 0.12 | % | 383 | | 0.14 | % | ||||||||||||||||
Receivables from brokerage clients |
9,151 | 111 | 4.81 | % | 7,006 | 89 | 5.04 | % | ||||||||||||||||
Other securities owned (2) |
| | | 158 | | 0.87 | % | |||||||||||||||||
Securities available for sale (3) |
25,148 | 124 | 1.96 | % | 18,942 | 127 | 2.66 | % | ||||||||||||||||
Securities held to maturity |
10,776 | 95 | 3.50 | % | 2,874 | 28 | 3.87 | % | ||||||||||||||||
Loans to banking clients |
8,052 | 69 | 3.40 | % | 6,795 | 61 | 3.56 | % | ||||||||||||||||
Loans held for sale |
69 | 1 | 4.72 | % | 69 | 1 | 5.75 | % | ||||||||||||||||
Total interest-earning assets |
81,034 | 422 | 2.07 | % | 62,177 | 329 | 2.10 | % | ||||||||||||||||
Other interest revenue |
20 | 27 | ||||||||||||||||||||||
Total interest-earning assets |
$ | 81,034 | $ | 442 | 2.16 | % | $ | 62,177 | $ | 356 | 2.27 | % | ||||||||||||
Funding sources: |
||||||||||||||||||||||||
Deposits from banking clients |
$ | 46,942 | $ | 29 | 0.25 | % | $ | 33,792 | $ | 32 | 0.38 | % | ||||||||||||
Payables to brokerage clients (2) |
22,882 | 1 | 0.02 | % | 18,474 | | 0.01 | % | ||||||||||||||||
Long-term debt |
1,827 | 25 | 5.43 | % | 1,535 | 22 | 5.69 | % | ||||||||||||||||
Total interest-bearing liabilities |
71,651 | 55 | 0.30 | % | 53,801 | 54 | 0.40 | % | ||||||||||||||||
Non-interest-bearing funding sources |
9,383 | 8,376 | ||||||||||||||||||||||
Other interest expense |
| 1 | ||||||||||||||||||||||
Total funding sources |
$ | 81,034 | $ | 55 | 0.27 | % | $ | 62,177 | $ | 55 | 0.35 | % | ||||||||||||
Net interest revenue before provision for credit losses |
$ | 387 | 1.89 | % | $ | 301 | 1.92 | % | ||||||||||||||||
Provision for credit losses |
3 | 7 | ||||||||||||||||||||||
Net interest revenue |
$ | 384 | 1.88 | % | $ | 294 | 1.88 | % | ||||||||||||||||
(1) | Includes receivables from brokers, dealers, and clearing organizations. Interest revenue on broker-related receivables was less than $500,000 in the third quarters of 2010 and 2009. |
(2) | Interest revenue on other securities owned and interest expense on payables to brokerage clients was less than $500,000 in the third quarter of 2009. |
(3) | Amounts have been calculated based on amortized cost. |
- 24 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Nine Months Ended September 30, | 2010 | 2009 | ||||||||||||||||||||||
Average Balance |
Interest Revenue/ Expense |
Average Yield/ Rate |
Average Balance |
Interest Revenue/ Expense |
Average Yield/ Rate |
|||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 7,848 | $ | 16 | 0.27 | % | $ | 7,795 | $ | 27 | 0.46 | % | ||||||||||||
Cash and investments segregated |
19,046 | 41 | 0.29 | % | 15,815 | 67 | 0.57 | % | ||||||||||||||||
Broker-related receivables (1) |
297 | | 0.04 | % | 355 | 1 | 0.38 | % | ||||||||||||||||
Receivables from brokerage clients |
8,720 | 322 | 4.94 | % | 6,457 | 254 | 5.26 | % | ||||||||||||||||
Other securities owned (2) |
98 | | 0.45 | % | 53 | | 0.88 | % | ||||||||||||||||
Securities available for sale (3) |
23,841 | 376 | 2.11 | % | 17,235 | 389 | 3.02 | % | ||||||||||||||||
Securities held to maturity |
8,799 | 240 | 3.65 | % | 1,443 | 43 | 3.98 | % | ||||||||||||||||
Loans to banking clients |
7,802 | 204 | 3.50 | % | 6,497 | 177 | 3.64 | % | ||||||||||||||||
Loans held for sale |
69 | 3 | 4.84 | % | 121 | 5 | 5.52 | % | ||||||||||||||||
Total interest-earning assets |
76,520 | 1,202 | 2.10 | % | 55,771 | 963 | 2.31 | % | ||||||||||||||||
Other interest revenue |
59 | 100 | ||||||||||||||||||||||
Total interest-earning assets |
$ | 76,520 | $ | 1,261 | 2.20 | % | $ | 55,771 | $ | 1,063 | 2.55 | % | ||||||||||||
Funding sources: |
||||||||||||||||||||||||
Deposits from banking clients |
$ | 43,434 | $ | 85 | 0.26 | % | $ | 29,285 | $ | 73 | 0.33 | % | ||||||||||||
Payables to brokerage clients |
22,103 | 2 | 0.01 | % | 17,393 | 2 | 0.02 | % | ||||||||||||||||
Long-term debt |
1,527 | 64 | 5.60 | % | 1,134 | 51 | 6.01 | % | ||||||||||||||||
Total interest-bearing liabilities |
67,064 | 151 | 0.30 | % | 47,812 | 126 | 0.35 | % | ||||||||||||||||
Non-interest-bearing funding sources |
9,456 | 7,959 | ||||||||||||||||||||||
Other interest expense |
| 2 | ||||||||||||||||||||||
Total funding sources |
$ | 76,520 | $ | 151 | 0.26 | % | $ | 55,771 | $ | 128 | 0.31 | % | ||||||||||||
Net interest revenue before provision for credit losses |
$ | 1,110 | 1.94 | % | $ | 935 | 2.24 | % | ||||||||||||||||
Provision for credit losses |
18 | 33 | ||||||||||||||||||||||
Net interest revenue |
$ | 1,092 | 1.91 | % | $ | 902 | 2.16 | % | ||||||||||||||||
(1) | Includes receivables from brokers, dealers, and clearing organizations. Interest revenue on broker-related receivables was less than $500,000 in the first nine months of 2010. |
(2) | Interest revenue on other securities owned was less than $500,000 in the first nine months of 2010 and 2009. |
(3) | Amounts have been calculated based on amortized cost. |
Net interest revenue increased in the third quarter and first nine months of 2010 compared to the same periods in 2009 due to higher average balances of interest-earning assets. This resulted from significant growth in average balances of deposits from banking clients, which in turn funded increases in the average balances of securities held to maturity, securities available for sale, and loans to banking clients. These interest-earning assets are invested at rates above the cost of supporting funding sources. The increase in net interest revenue was partially offset by the low interest rate environment that persisted in the third quarter and first nine months of 2010, which resulted in the decline in the yields of all interest-earning assets compared to the third quarter and first nine months of 2009.
Trading Revenue
Trading revenue includes commission and principal transaction revenues. Commission revenues are affected by the number of revenue trades executed and the average revenue earned per revenue trade. Principal transaction revenues are primarily comprised of revenues from client fixed income securities trading activity. Factors that influence principal transaction revenues include the volume of client trades, market price volatility, and competitive pressures.
- 25 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Trading revenue decreased by $59 million, or 24%, and $148 million, or 19%, in the third quarter and first nine months of 2010 compared to the same periods in 2009 due to lower daily average revenue trades and lower average revenue earned per revenue trade.
As shown in the following table, daily average revenue trades decreased 15% and 8% in the third quarter and first nine months of 2010 primarily due to lower volumes of equity and principal transaction trades, partially offset by a higher volume of option trades. Average revenue earned per revenue trade decreased 12% and 11% in the third quarter and first nine months of 2010, respectively, primarily due to lower online equity trade commissions, which were implemented in January 2010.
Three Months
Ended September 30, |
Percent Change |
Nine Months
Ended September 30, |
Percent Change |
|||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||
Daily average revenue trades (in thousands) (1) |
233.2 | 273.7 | (15 | %) | 270.3 | 292.4 | (8 | %) | ||||||||||||||||
Number of trading days |
64.0 | 64.0 | | 188.0 | 188.0 | | ||||||||||||||||||
Average revenue earned per revenue trade |
$ | 12.32 | $ | 13.93 | (12 | %) | $ | 12.35 | $ | 13.94 | (11 | %) |
(1) | Includes all client trades that generate trading revenue (i.e., commission revenue or revenue from fixed income securities trading). |
Other Revenue
Other revenue includes gains on the repurchases of long-term debt, gains and losses on sales of loans held for sale, service fees, and software maintenance fees. Other revenue decreased by $33 million, or 25%, in the first nine months of 2010 from the first nine months of 2009 due to a gain of $31 million on the repurchase of a portion of the Companys long-term debt in the first nine months of 2009.
Net Impairment Losses on Securities
The Company recorded net impairment charges of $3 million and $19 million in the third quarter and first nine months of 2010, respectively. Net impairment charges were $11 million and $38 million in the third quarter and first nine months of 2009, respectively. These charges related to certain non-agency residential mortgage-backed securities in the Companys available for sale portfolio as a result of credit deterioration of the securities underlying collateral. See Item 1 Condensed Consolidated Financial Statements (Unaudited) Notes 3. Securities Available for Sale and Securities Held to Maturity for further discussion.
- 26 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Expenses Excluding Interest
As shown in the table below, expenses excluding interest increased in the third quarter of 2010 compared to the third quarter of 2009, primarily due to the recognition of two charges in the third quarter of 2010 relating to losses recognized by Schwab money market mutual funds and the termination of the Companys Invest First and WorldPoints Visa credit card program. These charges and the recognition of a class action litigation reserve relating to the Schwab YieldPlus Fund in the first quarter of 2010 resulted in the increase of expenses excluding interest in the first nine months of 2010 compared to the first nine months of 2009. Expenses excluding interest also increased in the first nine months of 2010 due to increases in professional services expense and other expense, partially offset by a decrease in occupancy and equipment expense.
Three Months
Ended September 30, |
Percent Change |
Nine Months
Ended September 30, |
Percent Change |
|||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||
Compensation and benefits |
$ | 381 | $ | 371 | 3 | % | $ | 1,176 | $ | 1,173 | | |||||||||||||
Professional services |
85 | 70 | 21 | % | 249 | 194 | 28 | % | ||||||||||||||||
Occupancy and equipment |
66 | 67 | (1 | %) | 202 | 245 | (18 | %) | ||||||||||||||||
Advertising and market development |
34 | 34 | | 139 | 141 | (1 | %) | |||||||||||||||||
Communications |
49 | 48 | 2 | % | 154 | 155 | (1 | %) | ||||||||||||||||
Depreciation and amortization |
35 | 38 | (8 | %) | 108 | 121 | (11 | %) | ||||||||||||||||
Class action litigation reserve |
| | | 196 | | N/M | ||||||||||||||||||
Money market mutual fund charges |
132 | | N/M | 132 | | N/M | ||||||||||||||||||
Other |
82 | 63 | 30 | % | 215 | 168 | 28 | % | ||||||||||||||||
Total expenses excluding interest |
$ | 864 | $ | 691 | 25 | % | $ | 2,571 | $ | 2,197 | 17 | % | ||||||||||||
Expenses as a percentage of total net revenues: |
||||||||||||||||||||||||
Total expenses excluding interest |
81 | % | 68 | % | 82 | % | 69 | % | ||||||||||||||||
Advertising and market development |
3 | % | 3 | % | 4 | % | 4 | % |
N/M Not meaningful.
Compensation and Benefits
Compensation and benefits expense includes salaries and wages, incentive compensation, and related employee benefits and taxes. Incentive compensation primarily includes variable compensation and discretionary bonus costs. Variable compensation includes payments to certain individuals based on their sales performance. Discretionary bonus costs are based on the Companys overall performance as measured by earnings per share, and therefore will fluctuate with this measure.
- 27 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Compensation and benefits expense increased by $10 million, or 3%, in the third quarter of 2010 compared to the third quarter of 2009 primarily due to an increase in salaries and wages expense. Compensation and benefits expense was relatively flat in the first nine months of 2010 compared to the first nine months of 2009 primarily due to an increase in incentive compensation, partially offset by a decrease in salaries and wages expense. The following table shows a comparison of certain compensation and benefits components and employee data:
Three Months
Ended September 30, |
Percent Change |
Nine Months
Ended September 30, |
Percent Change |
|||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||
Salaries and wages |
$ | 228 | $ | 214 | 7 | % | $ | 701 | $ | 713 | (2 | %) | ||||||||||||
Incentive compensation (1) |
88 | 91 | (3 | %) | 283 | 261 | 8 | % | ||||||||||||||||
Employee benefits and other |
65 | 66 | (2 | %) | 192 | 199 | (4 | %) | ||||||||||||||||
Total compensation and benefits expense |
$ | 381 | $ | 371 | 3 | % | $ | 1,176 | $ | 1,173 | | |||||||||||||
Compensation and benefits expense as a percentage of total net revenues: |
||||||||||||||||||||||||
Salaries and wages |
21 | % | 21 | % | 22 | % | 22 | % | ||||||||||||||||
Incentive compensation |
8 | % | 9 | % | 9 | % | 8 | % | ||||||||||||||||
Employee benefits and other |
7 | % | 7 | % | 7 | % | 7 | % | ||||||||||||||||
Total compensation and benefits expense |
36 | % | 37 | % | 38 | % | 37 | % | ||||||||||||||||
Full-time equivalent employees (in thousands) (2) |
||||||||||||||||||||||||
At quarter end |
12.5 | 12.2 | 2 | % | ||||||||||||||||||||
Average |
12.5 | 12.2 | 2 | % | 12.6 | 12.4 | 2 | % |
(1) | Includes variable compensation, discretionary bonus costs, stock-based compensation, and employee stock purchase plan expense. |
(2) | Includes full-time, part-time and temporary employees, and persons employed on a contract basis, and excludes employees of outsourced service providers. |
Salaries and wages increased in the third quarter of 2010 compared to the third quarter of 2009 due to an increase in full-time employees and persons employed on a contract basis. Salaries and wages decreased in the first nine months of 2010 compared to the first nine months of 2009 primarily due to severance expense of $56 million in the first nine months of 2009 relating to the Companys cost reduction measures. This decrease was partially offset by an increase in persons employed on a contract basis.
Incentive compensation increased in the first nine months of 2010 compared to the first nine months of 2009 primarily due to higher variable compensation resulting from product sales performance in the Companys branch offices.
Expenses Excluding Compensation and Benefits
Professional services expense increased in the third quarter and first nine months of 2010 compared to the same periods in 2009 primarily due to an increase in fees paid to outsourced service providers and consultants.
Occupancy and equipment expense decreased in the first nine months of 2010 compared to the first nine months of 2009 primarily due to facilities charges of $43 million in the first nine months of 2009 relating to the Companys cost reduction measures.
Depreciation and amortization expense decreased in the third quarter and first nine months of 2010 compared to the same periods in 2009 primarily due to certain assets becoming fully depreciated.
In the first quarter of 2010, the Company recognized a class action litigation reserve of $196 million relating to the Schwab YieldPlus Fund. For further discussion of the Schwab YieldPlus Fund litigation and regulatory matters, see Item 1 Condensed Consolidated Financial Statements (Unaudited) Notes 6. Commitments and Contingent Liabilities.
- 28 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
In the third quarter of 2010, the Company decided to cover the net remaining losses recognized by Schwab money market mutual funds as a result of their investments in a single structured investment vehicle that defaulted in 2008 and recorded a charge of $132 million.
Other expense increased in the third quarter and first nine months of 2010 compared to the same periods in 2009 primarily due to a charge of $21 million in the third quarter of 2010 relating to the Companys Invest First and WorldPoints Visa credit cards, as the Company ended its sponsorship due to challenging credit card industry economics. A charge of $9 million was previously recognized in the first quarter of 2010 relating to this termination. Other expense also increased in the first nine months of 2010 due to an increase in employee travel expenses. Other expense in the first nine months of 2009 included charges of $21 million for individual client complaints and arbitration claims relating to Schwab YieldPlus Fund investments, offset by $34 million of insurance recoveries, resulting in a net credit of $13 million. These expenses were not material in the third quarter and first nine months of 2010.
Taxes on Income
The Companys effective income tax rate on income before taxes was 37.7% and 37.5% for the third quarters of 2010 and 2009, respectively. The Companys effective income tax rate on income before taxes was 39.1% and 38.3% for the first nine months of 2010 and 2009, respectively. The increase in the first nine months of 2010 was primarily due to the impact of non-recurring items on the computation of the effective income tax rate in relation to lower income before taxes.
Segment Information
The Company provides financial services to individuals and institutional clients through two segments Investor Services and Institutional Services. The Investor Services segment includes the Companys retail brokerage and banking operations. The Institutional Services segment provides custodial, trading, and support services to independent investment advisors, as well as retirement plan services, plan administrator services, equity compensation plan services, and mutual fund clearing services. In addition, the Institutional Services segment supports the availability of Schwab proprietary mutual funds and collective trust funds on third-party platforms. The Company evaluates the performance of its segments on a pre-tax basis, excluding items such as impairment charges on non-financial assets, discontinued operations, extraordinary items, and significant restructuring and other charges.
- 29 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
Financial information for the Companys reportable segments is presented in the following table:
Three Months
Ended September 30, |
Percent Change |
Nine Months
Ended September 30, |
Percent Change |
|||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||
Investor Services: |
||||||||||||||||||||||||
Net revenues |
$ | 718 | $ | 658 | 9 | % | $ | 2,080 | $ | 2,069 | 1 | % | ||||||||||||
Expenses excluding interest |
503 | 462 | 9 | % | 1,535 | 1,415 | 8 | % | ||||||||||||||||
Contribution margin |
$ | 215 | $ | 196 | 10 | % | $ | 545 | $ | 654 | (17 | %) | ||||||||||||
Institutional Services: |
||||||||||||||||||||||||
Net revenues |
$ | 346 | $ | 353 | (2 | %) | $ | 1,042 | $ | 1,138 | (8 | %) | ||||||||||||
Expenses excluding interest |
232 | 228 | 2 | % | 715 | 695 | 3 | % | ||||||||||||||||
Contribution margin |
$ | 114 | $ | 125 | (9 | %) | $ | 327 | $ | 443 | (26 | %) | ||||||||||||
Unallocated: |
||||||||||||||||||||||||
Net revenues |
$ | (1 | ) | $ | | N/M | $ | (1 | ) | $ | | N/M | ||||||||||||
Expenses excluding interest |
129 | 1 | N/M | 321 | 87 | N/M | ||||||||||||||||||
Contribution margin |
$ | (130 | ) | $ | (1 | ) | N/M | $ | (322 | ) | $ | (87 | ) | N/M | ||||||||||
Total: |
||||||||||||||||||||||||
Net revenues |
$ | 1,063 | $ | 1,011 | 5 | % | $ | 3,121 | $ | 3,207 | (3 | %) | ||||||||||||
Expenses excluding interest |
864 | 691 | 25 | % | 2,571 | 2,197 | 17 | % | ||||||||||||||||
Contribution margin |
$ | 199 | $ | 320 | (38 | %) | $ | 550 | $ | 1,010 | (46 | %) | ||||||||||||
N/M Not meaningful.
Investor Services
Net revenues increased by $60 million, or 9%, in the third quarter of 2010 compared to the third quarter of 2009 primarily due to increases in net interest revenue and asset management and administration fees, partially offset by a decrease in trading revenue. Net interest revenue increased due to higher average balances of interest earning assets during the quarter. Asset management and administration fees increased due to higher average asset valuations combined with continued asset inflows, partially offset by money market mutual fund fee waivers. Trading revenue decreased due to lower daily average revenue trades and lower average revenue earned per revenue trade resulting from improved online trade pricing for clients, which was implemented in January 2010. Expenses excluding interest increased by $41 million, or 9%, in the third quarter of 2010 compared to the third quarter of 2009 primarily due to increases in professional services expense and other expense. Other expense includes a charge relating to the Companys Invest First and WorldPoints Visa credit cards, as the Company ended its sponsorship due to challenging credit card industry economics.
Net revenues were relatively flat in the first nine months of 2010 compared to the first nine months of 2009 primarily due to an increase in net interest revenue, offset by decreases in trading revenue, asset management and administration fees and other revenue. Net interest revenue increased due to higher average balances of interest earning assets during the first nine months of 2010. Trading revenue decreased due to lower daily average revenue trades and lower average revenue earned per revenue trade. Asset management and administration fees decreased primarily due to money market mutual fund fee waivers, partially offset by the effect of higher average asset valuations combined with continued asset inflows. Other revenue decreased due to a gain on the repurchase of a portion of the Companys long-term debt in the first nine months of 2009. Expenses excluding interest increased by $120 million, or 8%, in the first nine months of 2010 compared to the first nine months of 2009 primarily due to increases in professional services expense and other expense. Other expense includes the termination charge relating to the Companys Invest First and WorldPoints Visa credit card program in the third quarter of 2010 previously discussed.
Institutional Services
Net revenues were relatively flat in the third quarter of 2010 compared to the third quarter of 2009 primarily due to a decrease in trading revenue, offset by an increase in net interest revenue. Trading revenue decreased due to lower daily average revenue trades and lower average revenue earned per revenue trade. Net interest revenue increased due to higher
- 30 -
THE CHARLES SCHWAB CORPORATION
Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Ratios, or as Noted)
average balances of interest-earning assets during the quarter. Expenses excluding interest were also relatively flat in the third quarter of 2010 compared to the third quarter of 2009.
Net revenues decreased by $96 million, or 8%, in the first nine months of 2010 compared to the first nine months of 2009 primarily due to decreases in trading revenue, asset management and administration fees, and other revenue, partially offset by an increase in net interest revenue. Trading revenue decreased due to lower daily average revenue trades and lower average revenue earned per revenue trade. Asset management and administration fees decreased due to money market mutual fund fee waivers, partially offset by the effect of higher average asset valuations combined with continued asset inflows. Other revenue decreased due to a gain on the repurchase of a portion of the Companys long-term debt in the first nine months of 2009. Net interest revenue increased due to higher average balances of interest-earning assets during the first nine months of 2010. Expenses excluding interest increased by $20 million, or 3%, in the first nine months of 2010 compared to the first nine months of 2009 primarily due to an increase in professional services expense.
Unallocated
Expenses excluding interest in the third quarter and first nine months of 2010 include the recognition of a charge relating to the Companys decision to cover the net remaining losses recognized by Schwab money market mutual funds as a result of their investments in a single structured investment vehicle that defaulted in 2008. Expenses excluding interest in the first nine months of 2010 also include the recognition of a class action litigation reserve relating to the Schwab YieldPlus Fund in the first quarter of 2010. Expenses excluding interest in the first nine months of 2009 include facilities and severance charges relating to the Companys cost reduction measures.
LIQUIDITY AND CAPITAL RESOURCES
CSC conducts substantially all of its business through its wholly-owned subsidiaries. The Companys capital structure is designed to provide each subsidiary with capital and liquidity to meet its operational needs and any regulatory requirements.
CSC is a savings and loan holding company and Schwab Bank, CSCs depository institution, is a federal savings bank. CSC and Schwab Bank are both subject to supervision and regulation by the Office of Thrift Supervision.
Liquidity
CSC
As a savings and loan holding company, CSC is not subject to specific statutory capital requirements. However, CSC is required to maintain capital that is sufficient to support the holding company and its subsidiaries business activities, and the risks inherent in those activities. To manage capital adequacy, CSC currently utilizes a target Tier 1 Leverage Ratio, as defined by the Board of Governors of the Federal Reserve System, of at least 6%. At September 30, 2010, CSCs Tier 1 Leverage Ratio was 6.8%.
CSCs liquidity needs are generally met through cash generated by its subsidiaries, as well as cash provided by external financing. CSC maintains excess liquidity in the form of overnight cash deposits and short-term investments to cover daily funding needs and to support growth in the Companys business. Generally, CSC does not hold liquidity at its subsidiaries in excess of amounts deemed sufficient to support the subsidiaries operations, including any regulatory capital requirements. Schwab and Schwab Bank are subject to regulatory requirements that may restrict them from certain transactions with CSC. Management believes that funds generated by the operations of CSCs subsidiaries will continue to be the primary funding source in meeting CSCs liquidity needs, providing adequate liquidity to meet Schwab Banks capital guidelines, and maintaining Schwabs net capital.
CSC has liquidity needs that arise from its Senior Medium-Term Notes, Series A (Medium-Term Notes), Junior Subordinated Notes, and Senior Notes, as well as from the funding of cash dividends, acquisitions, and other investments. The Medium-Term Notes, of which $250 million were outstanding at September 30, 2010, mature in 2017 and have a fixed interest rate of 6.375% with interest payable semi-annually. The Medium-Term Notes are rated A2 by Moodys Investors Service (Moodys), A by Standard & Poors Ratings Group (Standard & Poors), and A by Fitch Ratings, Ltd. (Fitch). At
- 31 -
THE CHARLES SCHWAB CORPORATIO