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SCHW > SEC Filings for SCHW > Form 8-K on 1-Jun-2009All Recent SEC Filings

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Form 8-K for SCHWAB CHARLES CORP


1-Jun-2009

Other Events, Results of Operations and Financial Condition, Financial Statem


Item 8.01 Other Events

The Charles Schwab Corporation (the Company) is filing this Current Report on Form 8-K for the purpose of conforming certain of its historical segment information to reflect the combination of the Company's Schwab Institutional and Schwab Corporate and Retirement Services segments into a single business unit called Institutional Services. The Company's segments are as follows: Investor Services and Institutional Services. This segment change was made in the first quarter of 2009 in accordance with the provisions of Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, and reflects the manner in which the Company currently manages its business.

Additionally, the Company adopted FASB Staff Position (FSP) on Emerging Task Force (EITF) Issue 03-6-1 (FSP EITF 03-6-1) - Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, on January 1, 2009. This FSP requires the inclusion of unvested share-based payments awards with non-forfeitable rights to dividends or dividend equivalents as participating securities in the computation of earnings per share (EPS) under the two-class method described in SFAS No. 128 - Earnings Per Share. This FSP requires retrospective adjustment to all prior-period EPS data presented. The Company does have participating securities in the form of unvested restricted common shares related to the Company's stock incentive plans. The adoption of this FSP did not change any of the previously reported EPS data in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, except for the years ended December 31, 2007 and 2006 as shown in bold face in the following table.

For the Year Ended December 31,                              2007                         2006
                                                                     As                           As
                                                       As        Previously        As         Previously
                                                    Adjusted      Reported      Adjusted       Reported
EPS - Basic:
Income from continuing operations                  $      .93    $       .93    $     .70    $        .70
Income from discontinued operations, net of tax    $     1.05    $      1.06    $     .26    $        .27
Net income                                         $     1.98    $      1.99    $     .96    $        .97

EPS - Diluted:
Income from continuing operations                  $      .92    $       .92    $     .69    $        .69
Income from discontinued operations, net of tax    $     1.04    $      1.05    $     .26    $        .26
Net income                                         $     1.96    $      1.97    $     .95    $        .95

This Current Report on Form 8-K updates the following items in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 to reflect the segment change and the impact of FSP EITF 03-6-1 on EPS:

Form 10-K:

Item 1. Business (revisions to segment information)

Item 6. Selected Financial Data (revisions to EPS data)



Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (revisions to segment information)

Item 8. Financial Statements and Supplementary Data (revisions to the
Consolidated Statements of Income and Notes 2, 19, and 27 for EPS data and revisions to Notes 21 and 23 for segment information)


All updates to the Company's Annual Report on Form 10-K relate solely to the presentation of segment-specific disclosures on a basis consistent with the realigned segment reporting structure and the impact on FSP EITF 03-6-1 on EPS. These updates have no effect on the Company's previously reported results of operations, financial position, or cash flows. All other information in the Annual Report on Form 10-K remains unchanged and has not been otherwise updated for events occurring after December 31, 2008. The information in this Current Report on Form 8-K should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission (except for the items updated herein).

The information in this Current Report on Form 8-K is deemed incorporated by reference into the Company's registration statements filed under the Securities Exchange Act of 1933, as amended.



Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

23.1   Consent of Independent Registered Public Accounting Firm.

99.1   From The Charles Schwab Corporation Annual Report on Form 10-K for the year
       ended December 31, 2008: "Part I-Item 1. Business", "Part II - Item 6.
       Selected Financial Data", "Part II-Item 7. Management's Discussion and
       Analysis of Financial Condition and Results of Operations", and "Part
       II-Item 8. Financial Statements and Supplementary Data (revisions to the
       Consolidated Statements of Income and Notes 2, 19, 21, 23, and 27)."


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