Attached files
file | filename |
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8-K - 8-K - SCHWAB CHARLES CORP | d902526d8k.htm |
EX-99.2 - EX-99.2 - SCHWAB CHARLES CORP | d902526dex992.htm |
EX-99.1 - EX-99.1 - SCHWAB CHARLES CORP | d902526dex991.htm |
EX-23.1 - EX-23.1 - SCHWAB CHARLES CORP | d902526dex231.htm |
EX-15.1 - EX-15.1 - SCHWAB CHARLES CORP | d902526dex151.htm |
Exhibit 99.3
SCHWAB UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On November 24, 2019, The Charles Schwab Corporation (Schwab) entered into a merger agreement with TD Ameritrade Holding Corporation (TD Ameritrade) and Americano Acquisition Corp. (Merger Sub), a wholly owned subsidiary of Schwab. Upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into TD Ameritrade pursuant to the merger, with TD Ameritrade surviving as a wholly owned subsidiary of Schwab. The merger agreement was unanimously approved by the Schwab board of directors and the TD Ameritrade board of directors, acting upon the unanimous recommendation of its strategic development committee.
If the merger is completed, TD Ameritrade stockholders immediately prior to the effective time of the merger will receive, in exchange for each share of TD Ameritrade common stock owned immediately prior to the merger, 1.0837 shares of Schwab common stock. Fractional shares of Schwab common stock will not be issued to TD Ameritrade stockholders, who will receive cash in lieu of fractional shares following the closing of the merger. The cash payment for the fractional shares is not anticipated to be material.
The following unaudited Pro Forma Condensed Combined Balance Sheet (Pro Forma Balance Sheet) and unaudited Pro Forma Condensed Combined Statement of Income (Pro Forma Statement of Income, and together with the Pro Forma Balance Sheet, the Pro Forma Financial Statements or the Statements) are based on the separate historical consolidated financial statements of Schwab and TD Ameritrade after giving effect to the acquisition of TD Ameritrade by Schwab and the exchange of Schwabs common stock for TD Ameritrades outstanding common stock in connection therewith, and the assumptions and adjustments described in the accompanying notes to the Pro Forma Financial Statements. The Pro Forma Balance Sheet as of December 31, 2019 is presented as if the merger occurred on December 31, 2019. The Pro Forma Statement of Income for the year ended December 31, 2019 is presented as if the merger occurred on January 1, 2019. The historical financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the Pro Forma Statement of Income only, expected to have a continuing impact on the combined results of operations.
Due to the timing of the merger, the estimates of fair value are preliminary and are dependent upon certain valuations that have not progressed to a stage where there is sufficient information to make a definitive valuation. The unaudited pro forma adjustments, including the allocations of the Purchase Price, have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. The determination of estimated fair values requires management to make significant estimates and assumptions, which are described in the accompanying notes to the Pro Forma Financial Statements, based on currently available information. Schwab believes that the information available provides a reasonable basis to estimate the fair values of assets acquired and liabilities assumed; however, these preliminary estimates may be adjusted upon the availability of new information regarding facts and circumstances as they exist at the date of the merger. Therefore, there can be no assurance that such changes will not be material. A final determination of the Purchase Price and fair values of TD Ameritrades assets and liabilities will be based on the actual tangible and intangible assets and liabilities of TD Ameritrade that exist as of the date of the merger.
The Statements are provided for illustrative purposes only and are not necessarily indicative of the combined financial position or results of operations that might have been achieved had the merger been completed as of the dates indicated, nor are they meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the merger. The Pro Forma Financial Statements also do not reflect potential revenue enhancements (or the necessary costs to achieve such benefits), cost savings, or operating synergies that Schwab expects to realize after the merger. In addition, the Pro Forma Statement of Income does not reflect restructuring or exit costs, which may be incurred by Schwab in connection with the merger.
1
The preparation of the Pro Forma Financial Statements and related adjustments required management to make certain assumptions and estimates. The Statements should be read together with:
| The accompanying notes to the Pro Forma Financial Statements; |
| Schwabs audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2019, included in Schwabs Form 10-K filed with the United States Securities & Exchange Commission (SEC) on February 26, 2020; |
| TD Ameritrades unaudited historical consolidated financial statements and accompanying notes as of and for the quarter ended December 31, 2019 included in TD Ameritrades Form 10-Q filed with the SEC on January 31, 2020 (which are included as Exhibit 99.2 to this Current Report on Form 8-K); and |
| TD Ameritrades audited historical consolidated financial statements and accompanying notes as of and for the year ended September 30, 2019, included in TD Ameritrades Form 10-K filed with the SEC on November 15, 2019 (which are included as Exhibit 99.1 to this Current Report on Form 8-K), as amended by Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended September 30, 2019, filed on January 27, 2020. |
2
THE CHARLES SCHWAB CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2019
(In Millions) |
Schwab Historical After Reclassification (Note 3) |
TD Ameritrade Historical After Reclassification (Note 3) |
Pro Forma Adjustments |
Ref. (Note 5) |
Schwab and TD Ameritrade Combined |
|||||||||||||||
Assets |
||||||||||||||||||||
Cash and cash equivalents |
$ | 29,345 | $ | 2,551 | $ | | $ | 31,896 | ||||||||||||
Cash and investments segregated and on deposit for regulatory purposes |
20,483 | 8,536 | | 29,019 | ||||||||||||||||
Receivables from brokerage clients net |
21,767 | 21,187 | | 42,954 | ||||||||||||||||
Available for sale securities |
61,422 | 1,636 | | 63,058 | ||||||||||||||||
Held to maturity securities |
134,706 | | | 134,706 | ||||||||||||||||
Bank loans net |
18,212 | | | 18,212 | ||||||||||||||||
Equipment, office facilities, and property net |
2,128 | 895 | (93 | ) | (5a) | 2,930 | ||||||||||||||
Acquired intangible assets net |
128 | 1,174 | 9,916 | (5b) | 11,218 | |||||||||||||||
Goodwill |
1,227 | 4,227 | 6,511 | (5c) | 11,965 | |||||||||||||||
Other assets |
4,587 | 3,275 | 43 | (5d) | 7,905 | |||||||||||||||
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Total assets |
$ | 294,005 | $ | 43,481 | $ | 16,377 | $ | 353,863 | ||||||||||||
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Liabilities and Stockholders Equity |
||||||||||||||||||||
Bank deposits |
$ | 220,094 | $ | | $ | | $ | 220,094 | ||||||||||||
Payables to brokerage clients |
39,220 | 27,351 | | 66,571 | ||||||||||||||||
Accrued expenses and other liabilities |
5,516 | 3,828 | 2,514 | (5e)/(5f) | 11,858 | |||||||||||||||
Long-term debt |
7,430 | 3,555 | 113 | (5g) | 11,098 | |||||||||||||||
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Total liabilities |
272,260 | 34,734 | 2,627 | 309,621 | ||||||||||||||||
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Stockholders equity: |
||||||||||||||||||||
Preferred stock |
2,793 | | | 2,793 | ||||||||||||||||
Common stock |
15 | 7 | (2 | ) | (5h) | 20 | ||||||||||||||
Common stock nonvoting |
| | 1 | (5i) | 1 | |||||||||||||||
Additional paid-in capital |
4,656 | 3,459 | 19,054 | (5j) | 27,169 | |||||||||||||||
Retained earnings |
19,960 | 8,790 | (8,812 | ) | (5k) | 19,938 | ||||||||||||||
Treasury stock, at cost |
(5,767 | ) | (3,527 | ) | 3,527 | (5l) | (5,767 | ) | ||||||||||||
Accumulated other comprehensive income (loss) |
88 | 18 | (18 | ) | (5m) | 88 | ||||||||||||||
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Total stockholders equity |
21,745 | 8,747 | 13,750 | 44,242 | ||||||||||||||||
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Total liabilities and stockholders equity |
$ | 294,005 | $ | 43,481 | $ | 16,377 | $ | 353,863 | ||||||||||||
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See accompanying Notes to Unaudited Pro Forma Financial Statements.
3
THE CHARLES SCHWAB CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Millions, Except Per Share Amounts) |
Schwab Historical After Reclassification (Note 3) |
TD Ameritrade Historical After Reclassification (Note 3) |
Pro Forma Adjustments |
Ref. (Note 6) (Note 7) |
Schwab and TD Ameritrade Combined |
|||||||||||||||
Net Revenues |
||||||||||||||||||||
Interest revenue |
$ | 7,580 | $ | 1,550 | $ | (5 | ) | (6a) | $ | 9,125 | ||||||||||
Interest expense |
(1,064 | ) | (178 | ) | 25 | (6b)/(6c) | (1,217 | ) | ||||||||||||
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Net interest revenue |
6,516 | 1,372 | 20 | 7,908 | ||||||||||||||||
Asset management and administration fees |
3,211 | 588 | | 3,799 | ||||||||||||||||
Trading revenue |
752 | 1,770 | | 2,522 | ||||||||||||||||
Bank deposit account fees |
| 1,743 | 106 | (6d) | 1,849 | |||||||||||||||
Other |
242 | 234 | | 476 | ||||||||||||||||
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Total net revenues |
10,721 | 5,707 | 126 | 16,554 | ||||||||||||||||
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Expenses Excluding Interest |
||||||||||||||||||||
Compensation and benefits |
3,320 | 1,336 | (9 | ) | (6e) | 4,647 | ||||||||||||||
Professional services |
702 | 317 | (37 | ) | (6f) | 982 | ||||||||||||||
Occupancy and equipment |
559 | 264 | (3 | ) | (6g) | 820 | ||||||||||||||
Advertising and market development |
307 | 320 | | 627 | ||||||||||||||||
Communications |
253 | 151 | | 404 | ||||||||||||||||
Depreciation and amortization |
322 | 155 | (89 | ) | (6h) | 388 | ||||||||||||||
Amortization of acquired intangible assets |
27 | 124 | 577 | (6i) | 728 | |||||||||||||||
Regulatory fees and assessments |
122 | 47 | | 169 | ||||||||||||||||
Other |
261 | 351 | | 612 | ||||||||||||||||
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Total expenses excluding interest |
5,873 | 3,065 | 439 | 9,377 | ||||||||||||||||
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Income before taxes on income |
4,848 | 2,642 | (313 | ) | 7,177 | |||||||||||||||
Taxes on income |
1,144 | 659 | (77 | ) | (6j) | 1,726 | ||||||||||||||
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Net Income |
3,704 | 1,983 | (236 | ) | 5,451 | |||||||||||||||
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Preferred stock dividends and other |
178 | | | 178 | ||||||||||||||||
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Net Income Available to Common Stockholders |
$ | 3,526 | $ | 1,983 | $ | (236 | ) | $ | 5,273 | |||||||||||
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Weighted-Average Common Shares Outstanding: |
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Basic |
1,311 | 550 | (7) | 1,897 | ||||||||||||||||
Diluted |
1,320 | 552 | (7) | 1,908 | ||||||||||||||||
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Earnings Per Common Share Outstanding (1): |
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Basic |
$ | 2.69 | $ | 3.61 | (7) | $ | 2.78 | |||||||||||||
Diluted |
$ | 2.67 | $ | 3.59 | (7) | $ | 2.76 | |||||||||||||
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(1) | As the participation rights, including dividend and liquidation rights, are identical between the voting common stock and nonvoting common stock classes, basic and diluted earnings per share are the same for each class. |
See accompanying Notes to Unaudited Pro Forma Financial Statements.
4
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1. Basis of Pro Forma Presentation
The Pro Forma Financial Statements were prepared in accordance with Article 11 of SEC Regulation S-X. Schwabs fiscal year end is December 31 and TD Ameritrades fiscal year end is September 30. The Pro Forma Balance Sheet as of December 31, 2019 combines Schwabs historical audited consolidated balance sheet as of December 31, 2019 and TD Ameritrades historical unaudited condensed consolidated balance sheet as of December 31, 2019, giving effect to the merger as if it was completed on December 31, 2019.
The Pro Forma Statement of Income combines the Schwab historical audited consolidated statement of income for the year ended December 31, 2019 and the TD Ameritrade historical consolidated statement of income for the trailing twelve months ended December 31, 2019. For the purpose of preparing the Pro Forma Statement of Income for the year ended December 31, 2019, the TD Ameritrade Historical After Reclassification column, which represents the trailing twelve month period ended December 31, 2019, was derived by subtracting TD Ameritrades historical unaudited condensed consolidated statement of income for the three months ended December 31, 2018 from its historical audited consolidated statement of income for the year ended September 30, 2019, and by adding TD Ameritrades historical unaudited condensed consolidated statement of income for the three months ended December 31, 2019.
Certain financial information of TD Ameritrade, as presented in its historical consolidated financial statements, has been reclassified to conform to the historical presentation in Schwabs consolidated financial statements for the purpose of preparing the Pro Forma Financial Statements. Certain financial information of Schwab, as presented in its historical consolidated financial statements, has been reclassified for the purpose of preparing the Pro Forma Financial Statements to reflect planned changes in Schwabs presentation subsequent to the merger. Refer to Note 3 of the Statements for explanations of these reclassifications.
The merger will be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations (ASC 805), with Schwab as the acquirer for accounting purposes. Under ASC 805, the total Purchase Price was calculated as described in Note 4 of the Statements. The assets acquired and liabilities assumed from TD Ameritrade have been measured at their estimated fair values on the assumed acquisition date, except for certain exceptions to the recognition principle of acquisition accounting, such as leases, share-based payments, and income taxes. The excess of the Purchase Price over the assets acquired and liabilities assumed is allocated to goodwill. Subsequent to the completion of the merger, Schwab and TD Ameritrade will finalize an integration plan, which may affect how the assets acquired, including intangible assets, will be utilized by the combined company.
The income tax effects of pro forma adjustments are calculated based on a blended U.S. federal and state statutory tax rate of 24.32%.
Upon consummation of the merger and the completion of a valuation, the Purchase Price as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but not later than one year from the merger date.
2. Accounting Policies
As part of preparing the Pro Forma Financial Statements, Schwab conducted a preliminary review of the accounting policies of TD Ameritrade, but did not note any material differences in accounting policies that would require pro forma adjustments to conform to Schwabs accounting policies. Further, Schwab considered the difference in TD Ameritrades fiscal year end and its impact on the adoption of new accounting standards and noted no material impacts.
5
Upon consummation of the merger, a more comprehensive review of the accounting policies of TD Ameritrade will be performed, which may identify other differences among the accounting policies of Schwab and TD Ameritrade that, when conformed, could have a material impact on the Pro Forma Financial Statements.
The accounting policies used in the preparation of the Statements are those set out in Schwabs audited consolidated financial statements as of and for the year ended December 31, 2019.
6
3. Reclassification Adjustments
Schwab Reclassification Adjustments
Schwab financial information in the Schwab Historical After Reclassification columns of the Pro Forma Balance Sheet and Pro Forma Statement of Income represents Schwabs historical reported balances reclassified to conform to the presentation of the combined entity. Unless otherwise indicated, defined line items included in the notes have the meanings given to them in Schwabs historical financial statements.
Reclassifications of the Balance Sheet Assets as of December 31, 2019
(In Millions) |
Before Reclassification |
Reclassification Amount |
Ref. | After Reclassification |
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Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 29,345 | $ | | $ | 29,345 | ||||||||||
Cash and investments segregated and on deposit for regulatory purposes |
20,483 | | 20,483 | |||||||||||||
Receivables from brokerage clients net |
21,767 | | 21,767 | |||||||||||||
Available for sale securities |
61,422 | | 61,422 | |||||||||||||
Held to maturity securities |
134,706 | | 134,706 | |||||||||||||
Bank loans net |
18,212 | | 18,212 | |||||||||||||
Equipment, office facilities, and property net |
2,128 | | 2,128 | |||||||||||||
Acquired intangible assets net |
| 128 | (3a) | 128 | ||||||||||||
Goodwill |
1,227 | | 1,227 | |||||||||||||
Other assets |
4,715 | (128 | ) | (3a) | 4,587 | |||||||||||
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Total assets |
$ | 294,005 | $ | | $ | 294,005 | ||||||||||
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3a) | Historically, acquired intangible assets were included in Other assets due to their insignificant size. As a result of the contemplated acquisition of TD Ameritrade, Schwab anticipates that the acquired intangible assets of the combined entity will be a meaningful balance warranting separate presentation on the balance sheet. |
7
Reclassifications of the Statement of Income Net Revenues and Expenses Excluding Interest for the Year Ended December 31, 2019
(In Millions) |
Before Reclassification |
Reclassification Amount |
Ref. | After Reclassification |
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Net Revenues |
||||||||||||||||
Interest revenue |
$ | 7,580 | $ | | $ | 7,580 | ||||||||||
Interest expense |
(1,064 | ) | | (1,064 | ) | |||||||||||
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Net interest revenue |
6,516 | | 6,516 | |||||||||||||
Asset management and administration fees |
3,211 | | 3,211 | |||||||||||||
Trading revenue |
617 | 135 | (3b) | 752 | ||||||||||||
Other |
377 | (135 | ) | (3b) | 242 | |||||||||||
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Total net revenues |
$ | 10,721 | $ | | $ | 10,721 | ||||||||||
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Expenses Excluding Interest |
||||||||||||||||
Compensation and benefits |
$ | 3,320 | $ | | $ | 3,320 | ||||||||||
Professional services |
702 | | 702 | |||||||||||||
Occupancy and equipment |
559 | | 559 | |||||||||||||
Advertising and market development |
307 | | 307 | |||||||||||||
Communications |
253 | | 253 | |||||||||||||
Depreciation and amortization |
349 | (27 | ) | (3c) | 322 | |||||||||||
Amortization of acquired intangible assets |
| 27 | (3c) | 27 | ||||||||||||
Regulatory fees and assessments |
122 | | 122 | |||||||||||||
Other |
261 | | 261 | |||||||||||||
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Total expenses excluding interest |
$ | 5,873 | $ | | $ | 5,873 | ||||||||||
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3b) | Reclassification of order flow revenue from Other to Trading revenue to conform with TD Ameritrades historical presentation of order flow revenue with commissions. TD Ameritrades commissions and order flow revenue were reclassified from Commissions and transaction fees to Trading revenue as noted in reference (3l). |
3c) | Historically, amortization of acquired intangible assets was included in Depreciation and amortization due to its insignificant size. As a result of the contemplated acquisition of TD Ameritrade, Schwab anticipates that amortization of acquired intangible assets for the combined entity will be a meaningful balance warranting separate presentation in the statement of income. This reclassification also conforms to TD Ameritrades historical presentation. |
8
TD Ameritrade Reclassification Adjustments
TD Ameritrade financial information in the TD Ameritrade Historical After Reclassification columns of the Pro Forma Balance Sheet and Pro Forma Statement of Income represents the historical reported balances of TD Ameritrade reclassified to conform to the presentation in Schwabs financial statements. Unless otherwise indicated, defined line items included in the notes have the meanings given to them in the historical financial statements of TD Ameritrade.
Reclassifications of the Balance Sheet as of December 31, 2019
(In Millions) |
Before Reclassification |
Reclassification Amount |
Ref. | After Reclassification |
||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 2,551 | $ | | $ | 2,551 | ||||||||||
Cash and investments segregated and on deposit for regulatory purposes |
8,536 | | 8,536 | |||||||||||||
Receivable from brokers, dealers, and clearing organizations |
1,728 | (1,728 | ) | (3d) | | |||||||||||
Receivable from clients, net |
21,187 | (21,187 | ) | (3e) | | |||||||||||
Receivables from brokerage clients net |
| 21,187 | (3e) | 21,187 | ||||||||||||
Receivable from affiliates |
121 | (121 | ) | (3d) | | |||||||||||
Other receivables, net |
277 | (277 | ) | (3d) | | |||||||||||
Securities owned, at fair value |
520 | (520 | ) | (3d) | | |||||||||||
Investments available-for-sale, at fair value |
1,636 | (1,636 | ) | (3f) | | |||||||||||
Available for sale securities |
| 1,636 | (3f) | 1,636 | ||||||||||||
Property and equipment at cost, net |
895 | (895 | ) | (3g) | | |||||||||||
Equipment, office facilities, and property net |
| 895 | (3g) | 895 | ||||||||||||
Goodwill |
4,227 | | 4,227 | |||||||||||||
Acquired intangible assets, net |
1,174 | (1,174 | ) | (3h) | | |||||||||||
Acquired intangible assets net |
| 1,174 | (3h) | 1,174 | ||||||||||||
Other assets |
629 | 2,646 | (3d) | 3,275 | ||||||||||||
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Total assets |
$ | 43,481 | $ | | $ | 43,481 | ||||||||||
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Liabilities and Stockholders Equity |
||||||||||||||||
Payable to brokers, dealers, and clearing organizations |
$ | 2,482 | $ | (2,482 | ) | (3i) | $ | | ||||||||
Payable to clients |
27,351 | (27,351 | ) | (3j) | | |||||||||||
Payables to brokerage clients |
| 27,351 | (3j) | 27,351 | ||||||||||||
Accounts payable and other liabilities |
1,087 | (1,087 | ) | (3i) | | |||||||||||
Accrued expenses and other liabilities |
| 3,828 | (3i) | 3,828 | ||||||||||||
Payable to affiliates |
3 | (3 | ) | (3i) | | |||||||||||
Long-term debt |
3,555 | | 3,555 | |||||||||||||
Deferred income taxes |
256 | (256 | ) | (3i) | | |||||||||||
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|||||||||||
Total liabilities |
34,734 | | 34,734 | |||||||||||||
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Stockholders equity: |
||||||||||||||||
Preferred stock |
| | | |||||||||||||
Common stock |
7 | | 7 | |||||||||||||
Additional paid-in capital |
3,459 | | 3,459 | |||||||||||||
Retained earnings |
8,790 | | 8,790 | |||||||||||||
Treasury stock, common, at cost |
(3,527 | ) | 3,527 | (3k) | | |||||||||||
Treasury stock, at cost |
| (3,527 | ) | (3k) | (3,527 | ) | ||||||||||
Accumulated other comprehensive income |
18 | | 18 | |||||||||||||
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|||||||||||
Total stockholders equity |
8,747 | | 8,747 | |||||||||||||
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|||||||||||
Total liabilities and stockholders equity |
$ | 43,481 | $ | | $ | 43,481 | ||||||||||
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9
3d) | Reclassifications of Receivable from brokers, dealers and clearing organizations, Receivable from affiliates, Other receivables, net, and Securities owned, at fair value to Other assets to conform with Schwabs financial statement line item presentation. |
3e) | Reclassification of Receivable from clients, net to Receivables from brokerage clients net to conform with Schwabs financial statement line item presentation. |
3f) | Reclassification of Investments available-for-sale, at fair value to Available for sale securities to conform with Schwabs financial statement line item presentation. |
3g) | Reclassification of Property and equipment at cost, net to Equipment, office facilities, and property net to conform with Schwabs financial statement line item presentation. |
3h) | Reclassification of Acquired intangible assets, net to Acquired intangible assets net to conform with Schwabs financial statement line item presentation. |
3i) | Reclassifications of Payable to brokers, dealers and clearing organizations, Accounts payable and other liabilities, Payable to affiliates, and Deferred income taxes to Accrued expenses and other liabilities to conform with Schwabs financial statement line item presentation. |
3j) | Reclassification of Payable to clients to Payables to brokerage clients to conform with Schwabs financial statement line item presentation. |
3k) | Reclassification of Treasury stock, common, at cost to Treasury stock, at cost to conform with Schwabs financial statement line item presentation. |
10
Reclassifications of the Statement of Income for the Year Ended December 31, 2019
(In Millions) |
Before Reclassification |
Reclassification Amount |
Ref. | After Reclassification |
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Revenues |
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Transaction-based revenues: |
||||||||||||||||
Commissions and transaction fees |
$ | 1,770 | $ | (1,770 | ) | (3l) | $ | | ||||||||
Trading revenue |
| 1,770 | (3l) | 1,770 | ||||||||||||
Asset-based revenues: |
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Bank deposit account fees |
1,743 | | 1,743 | |||||||||||||
Interest revenue |
| 1,550 | (3m) | 1,550 | ||||||||||||
Interest expense |
| (178 | ) | (3m)/(3n) | (178 | ) | ||||||||||
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Net interest revenue |
| 1,372 | 1,372 | |||||||||||||
Net interest revenue |
1,516 | (1,516 | ) | (3m) | | |||||||||||
Investment product fees |
588 | (588 | ) | (3o) | | |||||||||||
Asset management and administration fees |
| 588 | (3o) | 588 | ||||||||||||
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Total asset-based revenues |
3,847 | (144 | ) | 3,703 | ||||||||||||
Other revenues |
174 | (174 | ) | (3p) | | |||||||||||
Other |
| 234 | (3p) | 234 | ||||||||||||
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Net revenues |
5,791 | (84 | ) | 5,707 | ||||||||||||
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Operating Expenses |
||||||||||||||||
Employee compensation and benefits |
1,336 | (1,336 | ) | (3q) | | |||||||||||
Compensation and benefits |
| 1,336 | (3q) | 1,336 | ||||||||||||
Clearing and execution costs |
210 | (210 | ) | (3r) | | |||||||||||
Communications |
151 | | 151 | |||||||||||||
Occupancy and equipment costs |
264 | (264 | ) | (3s) | | |||||||||||
Occupancy and equipment |
| 264 | (3s) | 264 | ||||||||||||
Depreciation and amortization |
155 | | 155 | |||||||||||||
Amortization of acquired intangible assets |
124 | | 124 | |||||||||||||
Professional services |
317 | | 317 | |||||||||||||
Advertising |
320 | (320 | ) | (3t) | | |||||||||||
Advertising and market development |
| 320 | (3t) | 320 | ||||||||||||
Regulatory fees and assessments |
| 47 | (3r)/(3u) | 47 | ||||||||||||
Other |
188 | 163 | (3r)/(3u) | 351 | ||||||||||||
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Total operating expenses |
3,065 | | 3,065 | |||||||||||||
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Operating income |
2,726 | (84 | ) | 2,642 | ||||||||||||
Other expense (income): |
||||||||||||||||
Interest on borrowings |
144 | (144 | ) | (3n) | | |||||||||||
Gain on business-related divestiture |
(60 | ) | 60 | (3p) | | |||||||||||
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Total other expense (income) |
84 | (84 | ) | | ||||||||||||
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Pre-tax income |
2,642 | | 2,642 | |||||||||||||
Provision for income taxes |
659 | (659 | ) | (3v) | | |||||||||||
Taxes on income |
| 659 | (3v) | 659 | ||||||||||||
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Net Income |
$ | 1,983 | $ | | $ | 1,983 | ||||||||||
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3l) | Reclassification of Commissions and transaction fees to Trading revenue to conform with Schwabs financial statement line item presentation. |
3m) | Reclassification of Net interest revenue to Interest revenue and Interest expense, on a gross basis, to conform with Schwabs financial statement line item presentation. |
11
3n) | Reclassification of Interest on borrowings to Interest expense to conform with Schwabs financial statement line item presentation. |
3o) | Reclassification of Investment product fees to Asset management and administration fees to conform with Schwabs financial statement line item presentation. |
3p) | Reclassifications of Other revenues and Gain on business-related divestiture to Other to conform with Schwabs financial statement line item presentation. |
3q) | Reclassification of Employee compensation and benefits to Compensation and benefits to conform with Schwabs financial statement line item presentation. |
3r) | Reclassification of Clearing and execution costs to Regulatory fees and assessments and Other to conform with Schwabs financial statement line item presentation. |
3s) | Reclassification of Occupancy and equipment costs to Occupancy and equipment to conform with Schwabs financial statement line item presentation. |
3t) | Reclassification of Advertising to Advertising and market development to conform with Schwabs financial statement line item presentation. |
3u) | Reclassification of Other to Regulatory fees and assessments to conform with Schwabs financial statement line item presentation. |
3v) | Reclassification of Provision for income taxes to Taxes on income to conform with Schwabs financial statement line item presentation. |
4. Calculation of Estimated Purchase Price and Preliminary Purchase Price Allocation
The calculation of the Purchase Price and allocation to assets acquired and liabilities assumed is preliminary because the merger has not yet been completed. The preliminary allocation to assets and liabilities is based on estimates, assumptions, valuations, and other studies which have not progressed to a stage where there is sufficient information to make a definitive calculation. Accordingly, the Purchase Price allocation reflected in the unaudited pro forma adjustments will remain preliminary until Schwab management determines the final Purchase Price and the fair values of assets acquired and liabilities assumed. The final determination of the Purchase Price and related allocation is anticipated to be completed as soon as practicable after the completion of the merger and will be based on the value of Schwabs stock price at the closing of the merger.
The fair value of the Purchase Price to be transferred upon completion of the merger will include the fair value of Schwabs common stock to be issued to TD Ameritrade stockholders pursuant to the merger agreement and the fair value of the replaced TD Ameritrade equity awards attributable to pre-combination services. The preliminary Purchase Price is calculated as follows:
Purchase Price Calculation
(In Millions, Except Share and Per Share Amounts) |
||||
TD Ameritrade common shares outstanding that will receive Schwab shares per the merger agreement |
540,640,915 | |||
Settlement of fully vested TD Ameritrade restricted stock units due to change-in-control provisions |
320,999 | |||
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|
|||
Total TD Ameritrade common stock outstanding |
540,961,914 | |||
|
|
|||
Exchange ratio per the merger agreement |
1.0837 | |||
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|
|||
Total common stock to be issued by Schwab |
586,240,426 | |||
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|
|||
Total voting common stock to be issued by Schwab |
517,829,531 | |||
Total nonvoting common stock to be issued by Schwab |
68,410,895 | |||
Stock price as of March 3, 2020 |
38.30 | |||
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|
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Preliminary fair value of consideration for TD Ameritrade outstanding common stock |
$ | 22,453 | ||
|
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Fair value of the replaced TD Ameritrade equity awards attributable to pre-combination services |
66 | |||
|
|
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Total estimated Purchase Price (1) |
$ | 22,519 | ||
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(1) | As the amount of the fractional shares is not expected to be material, Schwab assumes the Purchase Price is fully settled in Schwab shares for the purpose of preparing the Pro Forma Financial Statements. |
12
Purchase Price Sensitivity
The final Purchase Price could significantly differ from the amounts presented in the unaudited pro forma condensed combined financial information due to movements in the price of Schwabs common stock prior to the closing date of the merger. A sensitivity analysis related to the fluctuation in the price of Schwabs common stock was performed to assess the impact a hypothetical change of 10% on the trading price of Schwab common stock on the NYSE on March 3, 2020 would have on the estimated Purchase Price and goodwill as of the closing date of the merger.
Change in Price per Share of Schwab Common Stock |
Price per Share of Schwab Common Stock |
Estimated Purchase Price |
Estimated Goodwill | |||||||||
(In Millions, Except Per Share Amounts) | ||||||||||||
Increase of 10% |
$ | 42.13 | $ | 24,770 | $ | 12,989 | ||||||
Decrease of 10% |
$ | 34.47 | $ | 20,267 | $ | 8,486 |
Preliminary fair value estimate of assets acquired and liabilities assumed
Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of TD Ameritrade are recorded at the merger date fair values, except for certain balances related to leases, share-based payments, and income taxes for which an exception from fair value accounting applies. Schwab has prepared preliminary estimates of the fair value of identified intangible assets, tangible assets and certain financial assets and financial liabilities as described in Note 5. Assumed long-term debt, which consists of publicly traded senior notes, is measured at its estimated fair value. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the merger. The allocation is dependent upon certain valuation and other studies that have not yet been finalized. Accordingly, the pro forma Purchase Price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed, and such differences could be material.
13
The following table sets forth a preliminary allocation of the Purchase Price to the identifiable tangible and intangible assets acquired and liabilities assumed of TD Ameritrade using TD Ameritrades unaudited condensed consolidated balance sheet (after reclassification) as of December 31, 2019, with the excess recorded to goodwill:
Based on TD Ameritrade Historical (after reclassification) (In Millions) |
As of December 31, 2019 | |||
Fair value of assets acquired: |
||||
Cash and cash equivalents |
$ | 2,551 | ||
Cash and investments segregated and on deposit for regulatory purposes |
8,536 | |||
Receivables from brokerage clients net |
21,187 | |||
Available for sale securities |
1,636 | |||
Acquired intangible assets net |
11,090 | |||
Equipment, office facilities, and property net |
802 | |||
Other assets |
3,314 | |||
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|
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Amount attributable to assets acquired |
$ | 49,116 | ||
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Fair value of liabilities assumed: |
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Payables to brokerage clients |
$ | 27,351 | ||
Accrued expenses and other liabilities |
6,316 | |||
Long-term debt |
3,668 | |||
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|
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Amount attributable to liabilities assumed |
$ | 37,335 | ||
|
|
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Fair value of net assets acquired |
$ | 11,781 | ||
Goodwill as of December 31, 2019 |
10,738 | |||
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|
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Total Estimated Purchase Price |
$ | 22,519 | ||
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Goodwill represents the excess of the preliminary Purchase Price over the preliminary fair value of the underlying tangible and intangible assets acquired and liabilities assumed. Among the factors that contributed to a Purchase Price in excess of the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed are the skill sets, operations, and synergies that can be leveraged to enable the combined company to build a stronger enterprise. In accordance with ASC Topic 350, Intangibles Goodwill and Other, goodwill will not be amortized, but instead will be tested for impairment at least annually and whenever events or circumstances have occurred that may indicate a possible impairment. In the event management determines that the value of goodwill has become impaired, the combined company will incur a charge to earnings for the amount of the impairment during the period in which the determination is made. Goodwill recorded in the merger is not expected to be deductible for tax purposes.
The pro forma historical net assets adjustments as shown above are further described below in Notes 5 and 6.
Equipment, office facilities, and property net and Acquired intangible assets net
The estimated fair values of personal property, real property, and construction in progress were determined using a sales comparison and cost approach, including consideration of functional and economic obsolescence. Schwab estimated the weighted-average useful lives of the assets based on the current condition and expected future use of the assets.
The preliminary fair values of customer relationships, existing technology, and trade names were determined based on the provisions of ASC 805, which defines fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The fair value of the customer relationships was estimated using a multi-period excess earnings approach and the fair value of existing technology and trade names was estimated using a relief from royalty approach.
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The following table summarizes the major classes of tangible and intangible assets and their respective weighted-average estimated useful lives:
(In Millions) |
Estimated Fair Value |
Weighted-Average Estimated Useful Life (Years) |
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Equipment, office facilities, and property |
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Personal property |
$ | 337 | 6 | |||||
Real property |
405 | 40 | ||||||
Construction in progress |
60 | N/A | ||||||
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Total |
$ | 802 | ||||||
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Intangible assets |
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Customer relationships |
$ | 10,900 | 18 | |||||
Existing technology |
150 | 2 | ||||||
Trade names |
40 | 2 | ||||||
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Total |
$ | 11,090 | ||||||
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|
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5. Pro Forma Balance Sheet Adjustments
The following unaudited pro forma adjustments result from accounting for the merger, including the determination of the fair value of the assets, liabilities, and commitments which Schwab, as the acquirer for accounting purposes, will acquire and assume from TD Ameritrade.
Adjustments included in the Pro Forma Adjustments column in the accompanying Pro Forma Balance Sheet as of December 31, 2019 are as follows:
Ref. |
Acquisition Adjustments (In Millions) |
Increase (decrease) as of December 31, 2019 |
||||||
Assets |
||||||||
(5a) | Adjustments to Equipment, office facilities, and property net: |
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To eliminate TD Ameritrades historical property and equipment (1) |
$ | (895 | ) | |||||
To record the fair value of TD Ameritrades real property, personal property and construction in progress |
802 | |||||||
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(93 | ) | |||||||
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(5b) | Adjustments to Acquired intangible assets net: |
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To eliminate TD Ameritrades historical intangible assets |
(1,174 | ) | ||||||
To record the fair value of customer relationships, existing technology and trade names acquired |
11,090 | |||||||
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9,916 | ||||||||
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(5c) | Adjustments to Goodwill: |
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To eliminate TD Ameritrades historical goodwill |
(4,227 | ) | ||||||
To record goodwill associated with the merger |
10,738 | |||||||
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6,511 | ||||||||
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(5d) | Adjustments to Other assets: |
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To eliminate TD Ameritrades historical right-of-use lease assets |
(342 | ) | ||||||
To eliminate TD Ameritrades historical capitalized contract costs that are now included in the fair value of the customer relationships intangible asset |
(25 | ) | ||||||
To record the amount of TD Ameritrades right-of-use lease assets equal to the amount of the assumed operating lease liabilities in Note (5e), adjusted for off-market terms |
396 | |||||||
To record income tax receivables associated with the deductible portion of transaction costs to be incurred in the merger |
14 | |||||||
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43 | ||||||||
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Total adjustments to assets |
$ | 16,377 | ||||||
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Liabilities |
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(5e) | Adjustments to Accrued expenses and other liabilities: |
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To record estimated transaction costs to be paid by Schwab |
$ | 26 | ||||||
To record estimated transaction costs to be paid by TD Ameritrade |
90 | |||||||
To eliminate TD Ameritrades historical operating lease liabilities |
(375 | ) | ||||||
To record TD Ameritrades operating lease liabilities to the present value of the remaining lease payments using Schwabs incremental borrowing rate |
410 | |||||||
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151 | ||||||||
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(5f) | Adjustments to deferred tax liabilities included in Accrued expenses and other liabilities: |
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To record tax liabilities associated with the fair value adjustment of TD Ameritrades intangible assets |
2,371 | |||||||
To record tax liabilities associated with the fair value adjustment of TD Ameritrades property and equipment |
13 | |||||||
To record tax assets associated with the fair value adjustment of TD Ameritrades long-term debt |
(27 | ) | ||||||
To record tax liabilities associated with the adjustment of TD Ameritrades right-of-use lease assets |
14 | |||||||
To record tax assets associated with the adjustment of TD Ameritrades operating lease liabilities |
(8 | ) | ||||||
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2,363 | ||||||||
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16
(5g) |
Adjustments to Long-term debt: | |||||||
To eliminate TD Ameritrades historical long-term debt | (3,555 | ) | ||||||
To record the fair value of TD Ameritrades long-term debt | 3,668 | |||||||
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113 | ||||||||
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Total adjustments to liabilities | $ | 2,627 | ||||||
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Stockholders equity |
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(5h) |
Adjustments to Common stock: | |||||||
To eliminate the par value of TD Ameritrades Common stock | $ | (7 | ) | |||||
To record the par value of Schwab common stock issued in the merger | 5 | |||||||
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(2 | ) | |||||||
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(5i) |
Adjustment to Common stock nonvoting: | |||||||
To record the par value of Schwab nonvoting common stock issued in the merger | 1 | |||||||
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(5j) |
Adjustments to Additional paid-in capital: | |||||||
To eliminate TD Ameritrades historical Additional paid-in capital | (3,459 | ) | ||||||
To record additional paid-in capital related to common stock issued in the merger | 22,513 | |||||||
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19,054 | ||||||||
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(5k) |
Adjustments to Retained earnings: | |||||||
To eliminate TD Ameritrades historical retained earnings | (8,790 | ) | ||||||
To record estimated transaction costs to be paid by Schwab, net of tax | (22 | ) | ||||||
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(8,812 | ) | |||||||
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(5l) |
Adjustment to Treasury stock, at cost: | |||||||
To eliminate TD Ameritrades historical Treasury stock | 3,527 | |||||||
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(5m) |
Adjustment to Accumulated other comprehensive income: | |||||||
To eliminate TD Ameritrades historical Accumulated other comprehensive income | (18 | ) | ||||||
|
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Total adjustments to stockholders equity | 13,750 | |||||||
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Total adjustments to liabilities and stockholders equity | $ | 16,377 | ||||||
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(1) | TD Ameritrades historical property and equipment included $148 million of internal systems which were incorporated into the fair value of the existing technology intangible asset. |
The total costs and expenses relating to the merger are estimated to be $153 million, pre-tax, of which $37 million are included in the historical financial information for Schwab and TD Ameritrade for the year ended December 31, 2019 and an additional $116 million are expected to be incurred at close. Our estimate includes costs and expenses related to various professional fees and other costs associated with the merger such as advisory, legal, accounting, tax, and printing fees. The estimate involves a degree of judgment which Schwab management believes to be reasonable as of the date of this Current Report on Form 8-K. There can be no assurance that these estimates will not change, even materially, as the transaction progresses to the closing date of the merger. These transaction related costs are one-time in nature and are not expected to have a continuing impact on Schwabs ongoing results of operations. Thus, while they are accrued on the Pro Forma Balance Sheet, they are not reflected in the Pro Forma Statement of Income.
17
6. Pro Forma Statement of Income Adjustments
Adjustments included in the Pro Forma Adjustments column in the accompanying Pro Forma Statement of Income are as follows:
Ref. | Acquisition Adjustments (In Millions) |
Increase (decrease) as of December 31, 2019 |
||||||||
Net revenues |
||||||||||
(6a) | To adjust Interest revenue for amortization of the premium resulting from the new amortized cost basis of TD Ameritrades investments available-for-sale |
$ | (5 | ) | ||||||
(6b) | To amortize the fair value adjustments of long-term debt |
21 | ||||||||
(6c) | To eliminate the realized loss amortized to net income for prior cash flow hedging instruments |
4 | ||||||||
(6d) | To reflect the increase in Bank deposit account fees related to the insured deposit account agreement (1) |
106 | ||||||||
|
|
|||||||||
Total adjustments to net revenues | $ | 126 | ||||||||
|
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Expenses excluding interest |
| |||||||||
(6e) | To eliminate TD Ameritrades historical amortization of capitalized contract costs |
$ | (9 | ) | ||||||
(6f) | To reverse transaction costs incurred by Schwab in connection with the merger |
(12 | ) | |||||||
To reverse transaction costs incurred by TD Ameritrade in connection with the merger |
(25 | ) | ||||||||
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(37 | ) | |||||||||
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(6g) | To adjust Occupancy and equipment for the impact of the right-of-use lease assets and operating lease liabilities recognized in Notes (5d) and (5e) |
(3 | ) | |||||||
|
|
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(6h) | To adjust Depreciation and amortization: |
|||||||||
To eliminate TD Ameritrades historical depreciation and amortization |
(155 | ) | ||||||||
To record depreciation of TD Ameritrades real property |
10 | |||||||||
To record depreciation of TD Ameritrades personal property |
56 | |||||||||
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(89 | ) | |||||||||
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(6i) | To adjust Amortization of acquired intangible assets: |
|||||||||
To eliminate TD Ameritrades historical amortization of acquired intangible assets |
(124 | ) | ||||||||
To record amortization of TD Ameritrades intangible assets |
701 | |||||||||
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|||||||||
577 | ||||||||||
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Total adjustments to expenses excluding interest | 439 | |||||||||
|
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(6j) | To reflect the income tax impact of the unaudited pro forma adjustments using the blended U.S. federal and state statutory tax rate |
(77 | ) | |||||||
|
|
|||||||||
Total adjustments to net income | $ | (236 | ) | |||||||
|
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(1) | Schwab and the depository institutions executed the insured deposit account agreement in connection with the merger agreement. The insured deposit account agreement replaces the existing insured deposit account agreement between the depository institutions and TD Ameritrade upon the close of the merger. As the revenue impact of the insured deposit account agreement is a factually supportable item directly attributable to the merger that is expected to have a continuing impact on the combined results of operations, it has been incorporated as a pro forma adjustment. |
18
7. Earnings Per Share
The preliminary pro forma basic earnings per common share is computed by dividing combined pro forma net income attributable to Schwab common stock by pro forma weighted-average common shares outstanding. The pro forma weighted-average common shares outstanding is based on Schwabs historical weighted-average common shares adjusted for the issuance of 586 million shares of common stock to the TD Ameritrade stockholders (refer to Note 4), assuming the merger occurred on January 1, 2019. Of the 586 million shares of common stock, 518 million shares were voting common stock and 68 million shares were nonvoting common stock. The preliminary pro forma diluted earnings per share calculation is similar to the computation of the pro forma basic earnings per share 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, if dilutive, the effect of outstanding stock options and non-vested restricted stock units of Schwab, as well as the common shares that have dilutive effect resulting from the replacement of TD Ameritrades employee equity awards, assuming the merger occurred on January 1, 2019. As the participation rights, including dividend and liquidation rights, are identical between the voting common stock and nonvoting common stock classes, basic and diluted earnings per share are the same for each class. Accordingly, the basic and diluted earnings per common share were not separately disclosed for each class in the Pro Forma Statement of Income.
(In Millions, Except Per Share Amounts) |
Year Ended December 31, 2019 |
|||
Basic EPS |
||||
Combined pro forma net income attributable to Schwab common stockholders |
$ | 5,273 | ||
Schwab historical weighted-average number of basic shares |
1,311 | |||
Total common stock to be issued by Schwab |
586 | |||
|
|
|||
Pro forma weighted-average common shares outstanding |
1,897 | |||
|
|
|||
Basic EPS |
$ | 2.78 | ||
|
|
|||
Diluted EPS |
||||
Combined pro forma net income attributable to Schwab common stockholders |
$ | 5,273 | ||
Pro forma weighted-average common shares outstanding |
1,897 | |||
Schwab historical weighted-average number of dilutive shares |
9 | |||
Dilutive effect from TD Ameritrades employee equity awards |
2 | |||
|
|
|||
Pro forma diluted weighted-average common shares outstanding |
1,908 | |||
|
|
|||
Diluted EPS |
$ | 2.76 | ||
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19