Item 8.01 Other Events.

On December 3, 2012, The Charles Schwab Corporation (the "Company") agreed to sell $350,000,000 aggregate principal amount of 0.850% Senior Notes due 2015 (the "Notes") pursuant to an Underwriting Agreement, dated December 3, 2012 (the "Underwriting Agreement"), among the Company and Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives of the several underwriters named therein. The offering of the Notes (the "Offering") was consummated on December 6, 2012. The Notes were issued under a Senior Indenture, dated as of June 5, 2009 (the "Senior Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Fourth Supplemental Indenture, dated as of December 6, 2012 ("Fourth Supplemental Indenture"). The Offering was made pursuant to a Prospectus dated December 15, 2011, and a Prospectus Supplement dated December 3, 2012, filed pursuant to the Company's Shelf Registration Statement on Form S-3 (File No. 333-178525).

Copies of the Underwriting Agreement, Fourth Supplemental Indenture and the form of 0.850% Senior Note due 2015 are attached as Exhibits 1.1, 4.29 and 4.30, respectively, to this Report on Form 8-K and are incorporated herein by reference. A copy of the legal opinion delivered in connection with the transactions described above is attached as Exhibit 5.1 to this Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 1.1 Underwriting Agreement, dated December 3, 2012, among the Company and Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives of the several underwriters named therein. 4.29 Fourth Supplemental Indenture, dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. 4.30 Form of 0.850% Senior Note due 2015 (included in Exhibit 4.29). 5.1 Opinion of Arnold & Porter LLP, dated December 6, 2012. 23.1 Consent of Arnold & Porter LLP, dated December 6, 2012 (included in Exhibit 5.1).

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