8-KOther EventsExhibits & Filings

SCHWAB CHARLES CORP 8-K Report, Corporate Update (Mar 12, 2021)

Filed March 12, 2021For Securities:SCHWSCHW-PDSCHW-PJ

Summary

This Form 8-K filing by The Charles Schwab Corporation (CSC) provides crucial financial information and updates related to its acquisition of TD Ameritrade Holding Corporation (TD Ameritrade), which was completed on October 6, 2020. The primary purpose is to furnish investors with the audited financial statements of TD Ameritrade for the fiscal year ended September 30, 2020, and pro forma combined financial statements for Schwab as of and for the year ended December 31, 2020, reflecting the merger's impact. These disclosures are essential for investors to understand the financial position and operational performance of the acquired entity, TD Ameritrade, and to gain a prospective view of the combined company's financial profile. The pro forma information, while not an indicator of future results, offers a baseline for assessing the potential scale and financial characteristics of the integrated organization. The filing also includes the consent of TD Ameritrade's independent auditors, Ernst & Young LLP, facilitating the incorporation of these financial statements into Schwab's registration statements.

Key Highlights

  • 1Schwab is providing audited consolidated financial statements for TD Ameritrade for the fiscal year ended September 30, 2020.
  • 2The filing includes unaudited pro forma condensed combined financial statements for Schwab, reflecting the acquisition of TD Ameritrade for the year ended December 31, 2020.
  • 3The pro forma financial information is presented for informational purposes and does not represent actual historical results of the combined entity.
  • 4The acquisition of TD Ameritrade was completed on October 6, 2020.
  • 5Ernst & Young LLP's consent to the use of their audit report on TD Ameritrade's financials is included.
  • 6These financial statements and pro forma information are incorporated by reference into Schwab's registration statements.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide investors with audited financial statements for the acquired TD Ameritrade and pro forma combined financial statements for Charles Schwab Corporation (CSC) to reflect the impact of the TD Ameritrade acquisition.

The acquisition of TD Ameritrade by Charles Schwab Corporation was completed on October 6, 2020.

The unaudited pro forma condensed combined financial statements are presented for informational purposes only. They show what the combined company's income statement might have looked like for the year ended December 31, 2020, had the merger occurred earlier. They do not represent actual results and are not projections of future performance.

The audited consolidated financial statements of TD Ameritrade for the fiscal year ended September 30, 2020, are included as Exhibit 99.1 to this Form 8-K filing.