UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2017
The Charles Schwab Corporation
(Exact name of registrant as specified in its charter)

 
Commission File Number:  1-9700  
 
Delaware  
(State or other jurisdiction
of incorporation)
 
94-3025021  
(I.R.S. Employer
Identification No.)

211 Main Street, San Francisco, CA 94105
(Address of principal executive offices, including zip code)
(415) 667-7000
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.     o


Item 8.01
Other Events

On November 30, 2017, The Charles Schwab Corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), entered into a Ninth Supplemental Indenture, dated as of November 30, 2017 (the “Ninth Supplemental Indenture”) to the Senior Indenture, dated as of June 5, 2009 between the Company and the Trustee. The Ninth Supplemental Indenture amends the optional redemption provisions of certain of the Company’s supplemental indentures to eliminate the Company’s right to redeem certain of its outstanding senior notes prior to June 1, 2018.
A copy of the Ninth Supplemental Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01(d)
Exhibits
    



Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
THE CHARLES SCHWAB CORPORATION  

Date: November 30, 2017
By:
/s/ Peter Crawford 
 
 
Peter Crawford
 
 
Executive Vice President and Chief Financial Officer




Exhibit 4.1


THE CHARLES SCHWAB CORPORATION, as Issuer
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
____________________
4.45% Senior Notes due 2020
3.225% Senior Notes due 2022
3.000% Senior Notes due 2025
3.450% Senior Notes due 2026
____________________
Ninth Supplemental Indenture
Dated as of November 30, 2017
to
Senior Indenture dated as of June 5, 2009


    






Table of Contents


 
Page
 
 
ARTICLE I TERMS AND CONDITIONS OF THE NOTES
 
Section 1.01 Form of Notes
2
Section 1.02 Optional Redemption
2
 
 
ARTICLE II MISCELLANEOUS
 
Section 2.01 Counterparts
3
Section 2.02 Governing Law
3
Section 2.03 Trustee
3
 
 
Schedule 1 List of Supplemental Indentures and Notes
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NINTH SUPPLEMENTAL INDENTURE, dated as of November 30, 2017 to the
Indenture dated as of June 5, 2009 (as amended, modified or supplemented from time to time
in accordance therewith, other than with respect to a particular series of debt securities, the
“ Base Indenture ”) by and among THE CHARLES SCHWAB CORPORATION (the
“ Company ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
trustee (the “ Trustee ”).

Each party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the holders of the Notes (as defined below and listed on Schedule 1).

WHEREAS, the Company has duly authorized the execution and delivery of the Base
Indenture to provide for the issuance from time to time of senior debt securities to be issued
in one or more series as provided in the Base Indenture;

WHEREAS, the Company and the Trustee have entered into the Second
Supplemental Indenture dated July 22, 2010 (the “ Second Supplemental Indenture ”) which
established and provided for the issuance of the 4.45% Senior Notes due 2020 (the “ 2020
Notes ”);

WHEREAS, the Company and the Trustee have entered into the Third Supplemental
Indenture dated August 27, 2012 (the “ Third Supplemental Indenture ”) which established
and provided for the issuance of the 3.225% Senior Notes due 2022 (the “ 2022 Notes ”);

WHEREAS, the Company and the Trustee have entered into the Sixth Supplemental
Indenture dated March 10, 2015 (the “ Sixth Supplemental Indenture ”) which established
and provided for the issuance of the 3.000% Senior Notes due 2025 (the “ 2025 Notes ”);

WHEREAS, the Company and the Trustee have entered into the Seventh
Supplemental Indenture dated November 13, 2015 (the “ Seventh Supplemental Indenture ”
and, collectively with the Second Supplemental Indenture, the Third Supplemental Indenture
and the Sixth Supplemental Indenture, the “ Supplemental Indentures ”) which established
and provided for the issuance of the 3.450% Senior Notes due 2026 (the “ 2026 Notes ” and,
collectively with the 2020 Notes, the 2022 Notes and the 2025 Notes, the “ Notes ”);

WHEREAS, the Company wishes to amend Section 4.01 of the Supplemental
Indentures with respect to the Notes to surrender the Company’s right that would otherwise
apply under such section to redeem the Notes before June 1, 2018;

WHEREAS, Article IX of the Base Indenture provides that a supplemental indenture
may be entered into by the parties without the consent of any holders of the Notes to
surrender any right or power therein conferred upon the Company provided certain conditions
are met;

WHEREAS, the conditions set forth in the Base Indenture for the execution and
delivery of this Ninth Supplemental Indenture have been met; and

WHEREAS, all things necessary to make this Ninth Supplemental Indenture a valid
and legally binding agreement of the parties, in accordance with its terms, and a valid and

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legally binding amendment of, and supplement to, the Base Indenture with respect to the
Notes have been done;

NOW, THEREFORE:
ARTICLE I

TERMS AND CONDITIONS OF THE NOTES

The terms and conditions of the Notes are hereby amended as follows:

Section 1.01 Form of Notes . (a) The Forms of Notes, for the 2020 Notes, the 2022
Notes and 2026 Notes, attached as Exhibit A to the applicable Supplemental Indenture, and,
for the 2025 Notes, attached as Exhibit B to the applicable Supplemental Indenture, shall
hereby be amended by deleting and replacing the first sentence of the first paragraph of
Section 6 (titled Optional Redemption) on the Reverse of the Notes, such that as so amended,
will read as follows:

“The Issuer may redeem the Notes in whole or in part, at its option, at any
time or from time to time, on or after June 1, 2018, prior to maturity on at
least 30 days, but not more than 60 days, prior notice mailed to the
registered address of each Holder of the Notes (the “ Redemption Date ”).”

(b) The Form of Notes for the 2026 Notes, attached as Exhibit A to the applicable
Supplemental Indenture, and, for the 2025 Notes, attached as Exhibit B to the applicable
Supplemental Indenture, shall hereby be amended by inserting “on or after June 1, 2018 and”
into the first sentence of the second paragraph of Section 6 (titled Optional Redemption), such
that as so amended, the beginning of the paragraph will read as follows:

“If any or all of Notes are redeemed on or after June 1, 2018 and
before….”

Section 1.02 Optional Redemption .
(a)
Subparagraph (b) in Section 4.01 of the Second Supplemental Indenture with regard
to the 2020 Notes is hereby amended by inserting “on or after June 1, 2018” so that the
beginning of the subparagraph reads “At any time and from time to time, on or after June 1,
2018,…”.

(b) Subparagraph (b) in Section 4.01 of the Third Supplemental Indenture with regard to
the 2022 Notes is hereby amended by inserting “on or after June 1, 2018” so that the
beginning of the subparagraph reads “At any time and from time to time, on or after June 1,
2018,…”.

(c) Subparagraph (d) in Section 4.01 of the Sixth Supplemental Indenture with regard to
the 2025 Notes is hereby amended by deleting and replacing “Prior” with “On or after June 1,
2018 and prior” so that the beginning of the subparagraph reads “On or after June 1, 2018
and prior to December 10, 2024,…”.

2



(d) Subparagraph (b) in Section 4.01 of the Seventh Supplemental Indenture with regard
to the 2026 Notes is hereby amended by deleting and replacing “Prior” with “On or after June
1, 2018 and prior” so that the beginning of the subparagraph reads “On or after June 1, 2018
and prior to November 13, 2025,…”.

ARTICLE II

MISCELLANEOUS

Section 2.01     Counterparts . The parties hereto may sign one or more copies of this
Ninth Supplemental Indenture in counterparts, all of which together shall constitute one and
the same agreement.

Section 2.02     Governing Law . THIS NINTH SUPPLEMENTAL INDENTURE
AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CALIFORNIA.

Section 2.03     Trustee . The Trustee makes no representations as to the validity or
sufficiency of this Ninth Supplemental Indenture. The recitals herein are deemed to be those
of the Company and not of the Trustee.




[Remainder of Page Intentionally Left Blank]


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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture
to be duly executed as of the day and year first written above.
                            
THE CHARLES SCHWAB CORPORATION,
as Issuer
 
 
By:
    /s/ Peter Crawford
 
Name: Peter Crawford
 
Title: Executive Vice President and Chief
 
           Financial Officer

                            
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. as Trustee
 
 
By:
    /s/ R. Tarnas
 
Name: R. TARNAS
 
Title: VICE PRESIDENT




4


SCHEDULE I

LIST OF SUPPLEMENTAL INDENTURES AND NOTES



                    
SUPPLEMENTAL INDENTURE
NOTES
 
 
Second Supplemental Indenture dated July 22, 2010
4.45% Senior Notes due 2020
Third Supplemental Indenture dated August 27, 2012
3.225% Senior Notes due 2022
Sixth Supplemental Indenture dated March 10, 2015
3.000% Senior Notes due 2025
Seventh Supplemental Indenture dated November 13, 2015
3.450% Senior Notes due 2026





A-1