SCHWCharles Schwab Corporation

Disclose any material litigation risks related to climate change and the potential impact to the company.

In developing the disclosure of risk factors in its 2020 Form 10-K contained in Part I – Item 1A. Risk Factors, the Company evaluated a broad range of risks that could impact the Company with consideration given to its specific business operations, industry, client base, competitive landscape, the macroeconomic environment, and many other factors primarily pursuant to Item 105 of Regulation S-K.

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Through this evaluation process, management included in its 2020 Form 10-K descriptions of the risk factors that the Company believes to be material to its operations.

The Company respectfully references that Item 105 of Regulation S-K states that “[t]he presentation of risks that could apply generically to any registrant or any offering is discouraged...” Similarly, in the SEC’s 2010 Climate Change Guidance, section IV.A. states that “[r]egistrants should consider specific risks they face as a result of climate change legislation or regulation and avoid generic risk factor disclosure that could apply to any company.”

In the Company’s 2020 Form 10-K Part I – Item 1A. Risk Factors, under the heading “Compliance Risks,” the Company disclosed information regarding litigation and regulatory risks that it believes could be material, while seeking to avoid disclosing risks that could apply generically to any registrant. As of the February 24, 2021 issuance date of the 2020 Form 10-K, as of December 31, 2020 and 2019, and throughout the three years in the period ended December 31, 2020, the Company was not, and currently is not, responding to material litigation related to climate change, and in view of the Company’s product line-up at present, does not believe the Company reasonably is exposed to material litigation risks related to climate change. Moreover, while the Company’s wide product offering includes certain investment products with a climate focus, such as certain exchange-traded funds and mutual funds, the Company’s litigation risk associated with such products does not appear unique or particularly acute in comparison to litigation or other product disclosure risks that are described in our filings.

The Company will continue to evaluate the materiality of risk factors we believe impact or are reasonably likely to impact our business, including the risk of litigation related to climate change, and will disclose such risk factors if material, pursuant to Item 105 of Regulation S-K, the SEC’s 2010 Climate Change Guidance, and other relevant regulations and guidance.

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There have been significant developments in federal and state legislation and regulation and international accords regarding climate change. We note that you have not discussed the impact of pending or existing climate change-related legislation, regulations, and international accords in your SEC filing.

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Please revise your disclosure to identify material existing climate change-related legislation, regulations, and international accords and any material effect on your business, financial condition, and results of operations.

The Company’s disclosures in Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) are designed to provide information that the Company’s management believes is material to users of the financial statements, consistent with paragraph (a) of Item 303 of Regulation S-K, as amended by the 2020 SEC Final Rule.

In addition to reviewing companyand industry-specific information, Schwab evaluated many sources of information in developing MD&A disclosures for the 2020 Form 10-K, including existing and proposed legislation and regulations that

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could materially impact the Company. As of the date of filing of our 2020 Form 10-K and for the three years ended December 31, 2020, the Company had not identified climate change-related legislation, regulations, or international accords that management believed would have a material impact on our financial condition, results of operations, or amounts and certainty of cash flows from operations or outside sources.

The SEC’s 2010 Climate Change Guidance, section IV.A. describes the approach a registrant should follow when evaluating whether disclosure of a known uncertainty, such as pending legislation or regulation regarding climate change, is required in MD&A. As of the date of filing of our 2020 Form 10-K, the Company had not identified pending legislation, regulations, or international accords that the Company believed would be reasonably likely to have a material effect on the Company’s financial condition, results of operations, or cash flows.

The Company will continue to evaluate potential pending legislation and regulation, including that related to climate change, and, to the extent the Company has assessed such potential pending legislation and regulation to be reasonably likely to have a material effect on the Company’s financial condition, results of operations, or cash flows, relevant disclosure will be provided in future periods.

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Your proxy statement and the environmental stewardship portion of your website describes several climate-related projects you have or plan to undertake. If material, please quantify any past or planned future capital expenditures for climate-related projects.

The Company respectfully acknowledges the Staff’s comment regarding capital expenditures for climate-related projects. As referenced in Part I – Item 2. Properties of our 2020 Form 10-K, the Company incorporates sustainable practices and procedures to guide our facilities’ design, materials, and building technologies.

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The Company’s capital expenditures during the three years ended December 31, 2020 and estimated planned capital expenditures for our 2021 fiscal year disclosed in our 2020 10-K MD&A – Results of Operations – Total Expenses Excluding Interest incorporate certain climate-related considerations, including the installation of a solar field at the Company’s North Texas data center described in further detail on our aboutschwab.com website and in our 2021 proxy statement.

With regard to disclosure in the 2020 Form 10-K, though climate-related considerations are a part of the Company’s capital expenditure projects, capital expenditures specifically related to climate-related projects, including the solar field project in North Texas, were not material to the Company’s financial condition, results of operations, or cash flows as of and for the three years ended December 31, 2020 or to our estimated planned capital expenditures for our 2021 fiscal year. In addition, as of the date of issuance of the 2020 Form 10-K, the Company had not identified material trends or uncertainties in planned future capital expenditures for climate-related projects. The Company will continue to evaluate capital expenditures for climate-related projects, and to the extent material, relevant disclosure will be provided in future periods.

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To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following: • decreased demand for products or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources; • increased demand for products that result in lower emissions than competing products; • increased competition to develop innovative new products

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that result in lower emissions; and • any anticipated climate-related reputational risks resulting from your operations or those of your customers or from products you sell (including whether “green” or “sustainable” products are properly marketed as such).

Though the Company views climate-related issues as important and has attempted to incorporate climate considerations in various parts of its business, climate-related regulation or trends have not been material to the Company’s financial condition, results of operations, or cash flows. The Company believes that its activities related to environmental stewardship, though not material to its 2020 Form 10-K, are of interest to some investors and clients, and the Company uses its website and other forums to provide such information.

As a financial services company engaged in a broad range of

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wealth management, securities brokerage, banking, asset management, custody, and financial advisory services, during the three years ended December 31, 2020, the Company had not identified indications that overall demand for the Company’s services had been materially impacted by indirect consequences of climate-related regulation or business trends. In addition, as of the date of issuance of the 2020 Form 10-K, the Company had not identified material trends or uncertainties related to expected demand for our services due to climate-related regulation or related business trends, and, resultantly, the Company did not make such disclosure in the 2020 Form 10-K. The Company will continue to evaluate the potential for changes in demand for our services due to climate-related regulation or related business trends, and to the extent the Company has assessed such impacts to be reasonably likely to have a material effect on the Company’s financial condition, results of operations, or cash flows, relevant disclosure will be provided in future periods.

As described in Part I – Item 1. Business in our 2020 Form 10-K, Schwab aims to offer a broad range of products and solutions to meet our clients’ needs. Our “Through Clients’ Eyes” strategy emphasizes placing clients’ perspectives, needs, and desires at the forefront. As part of this strategy, the Company evaluates current and potential new client offerings across a broad spectrum of investor preferences. As part of the Company’s ongoing evaluation of its operations and client offerings, to the extent management assesses that climate-related regulation or business trends are reasonably likely to have a material impact on the Company’s financial condition, results of operations, or cash flows, relevant disclosure will be provided in in future periods.

As referenced in our 2020 10-K in MD&A – Risk Management, the Company has a comprehensive risk management program to identify and manage risks and their associated potential for financial and reputational impact. In Part I – Item 1A. Risk Factors of our 2020 10-K, under the headings, “Compliance Risks,” “Operational Risk,” and “Credit Risk”, we disclose certain potential sources of reputational harm that the Company believes could be material to its business. For example, our risk factor on investment management operations on page 17 of our 2020 Form 10-K states that “Failure to properly perform operational tasks, or the misrepresentation of our services and products could subject us to regulatory sanctions, penalties or litigation and result in reputational damage, liability to clients, and the termination of investment management or administration agreements and the withdrawal of assets under our management.” During the three years ended December 31, 2020, the Company does not believe it experienced material climate-related reputational harm resulting from our operations or those of our clients or from products that we sell. The Company will continue to evaluate the materiality of sources of reputational risk that we believe impact or are reasonably likely to impact our business, including climate-related reputational risks resulting from our operations, those of our clients, and from our product offerings related to climate change, and, to the extent the Company has assessed such impacts to be material to the Company’s financial condition, results of operations, or cash flows, relevant disclosure will be provided in future periods.

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If material, discuss the significant physical effects of climate change on your operations and results. This disclosure may include the following: • severity of weather, such as floods, hurricanes, sea levels, extreme fires, and water availability and quality; • quantification of material weather-related damages to your property or operations; • potential for indirect weather-related impacts that have affected or

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may affect your major customers or suppliers; and • any weather-related impacts on the cost or availability of insurance.

As described in Part I – Item 2. Properties in our 2020 Form 10-K, the Company maintains a variety of leased and owned properties throughout the United States for our corporate headquarters, data centers, and offices and service centers, as well as many domestic branch offices. For the three years ended December 31, 2020, management did not identify material weather-related impacts to our operations, financial condition, results, or the cost or availability of insurance, and, resultantly, the Company did not make such disclosure.

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The Company will continue to evaluate weather-related impacts to our business, and, to the extent the Company has assessed such impacts to be material to the Company’s financial condition, results of operations, or cash flows, relevant disclosure will be provided in future periods.

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Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities, credit risks, or technological changes.

The Company respectfully acknowledges the Staff’s comment regarding disclosure of the material effects of risks related to policy and regulatory changes regarding climate change. The Company monitors and evaluates proposed and final legislative and regulatory matters that could impact the Company. As of the February 24, 2021 issuance of the 2020 Form 10-K, and for each period included therein, the Company had not identified any pending policy or regulatory changes regarding climate change that either had a material impact on, or the Company believes would be reasonably likely to have a

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material impact on, the Company’s business, financial condition, results of operations, or cash flows regarding operational and compliance burdens, credit risks, or technological changes. Resultantly, the Company did not make such disclosure in its 2020 Form 10-K. As noted in the Company’s above response to the Staff’s comment 2, the Company will continue to evaluate potential pending legislation and regulation, and, to the extent the Company has assessed such potential pending legislation and regulation to be reasonably likely to have a material effect on the Company’s financial condition, results of operations, or cash flows, relevant disclosure will be provided in future periods.

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Quantify any material increased compliance costs related to climate change. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

For each of the three fiscal years in the period ended December 31, 2020, the Company did not incur material compliance costs that management determined to be related to climate change. Moreover, the Company did not identify any material known trend or uncertainty around compliance costs related to climate change as of December 31, 2020 or during the three years then ended, and, resultantly, the Company did not make such disclosure in our 2020 Form 10-K.

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The Company will continue to evaluate potential compliance costs related to climate change, and, to the extent the Company has assessed such potential costs to be material to the Company’s financial condition, results of operations, or cash flows, relevant disclosure will be provided in future periods.

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We reissue in part comment 1. We note your response to this comment. Tell us how you evaluated material litigation risks related to climate change to which you are potentially exposed other than those related to your present product line-up.

The Company is a financial services company that provides retail brokerage and banking services to individual investors; retirement plan services and other corporate brokerage services to businesses and their employees; and custodial, trading, banking, support services and retirement business services to independent registered investment advisors, independent retirement advisors, and recordkeepers.

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The Company also offers a broad range of products, including brokerage, mutual funds, exchange-traded funds, advice solutions, and banking.

In drafting the disclosure of risk factors in its 2020 Form 10-K, the Company reviewed its existing risk factors to determine whether (i) new risk factors needed to be added to address current or potential risks that could be material to its business, financial condition or results of operations, (ii) existing risk factors were no longer material risks and should be removed, and (iii) information regarding material continuing risks needed to be updated. This review was done by a cross-section of Company personnel who address risk within the Company and approach risk from different perspectives. This assessment involved the consideration of many factors impacting the Company’s business, including its products and services, its client base, third-party service providers, as well as the relevant regulatory environment.

Pursuant to Item 105 of Regulation S-K and other relevant regulations and guidance, the Company disclosed information regarding litigation and regulatory risks that it believed could be material and avoided disclosing risks that could apply generically to any registrant. Litigation risks related to climate change were not a material risk identified by the Company. The Company is not currently subject to any pending or threatened litigation related to climate change, and, due to the nature of its business activities, has not identified climate change-related litigation as a material risk to its business, financial condition or results of operations. Additionally, while the Company’s product offerings include certain investment products that consider environmental, social and corporate governance factors (ESG Products), the Company’s litigation risk associated with such products does not appear unique or particularly acute in comparison to litigation or other product risks that are described in the Company’s filings.

The Company will continue to evaluate the materiality of risk factors it believes impact or are reasonably likely to impact the Company’s business, including the risk of litigation related to climate change, including from any future product offerings, and will disclose such risk factors if material, pursuant to Item 105 of Regulation S-K, the SEC’s 2010 Climate Change Guidance, and other relevant regulations and guidance.

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We reissue in part comment 2. Please explain how you considered providing disclosure addressing the difficulties involved in assessing the timing and effect of pending climaterelated laws, regulations or guidance.

As a participant in the securities, banking and financial services industries, the Company is subject to extensive regulation under both federal and state laws by governmental agencies, supervisory authorities, and self-regulatory organizations, and on an ongoing basis, monitors and evaluates pending and final legislation and regulations to assess the potential impact on the Company’s business and operations.

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When legislation or regulatory developments could have a material impact on the Company, information about such developments is included in the Company’s Form 10-K and Form 10-Qs to describe the anticipated impact to the Company. Before the Company can provide meaningful discussion of a rule’s or regulation’s potential known or estimated impact, or the difficulty in assessing the potential timing and effect, a proposed or final version of the rule or regulation must be available. The Company did not include discussion about climate-related laws, regulations and guidance, including the potential difficulty in assessing material impacts of such, in the Company’s 2020 Form 10-K since the Company had not identified any pending or final climate-related laws, regulations, or guidance that management believed would be reasonably likely to have a material impact on the Company’s business, financial condition, results of operations, or cash flows.

The Company will continue to monitor and evaluate pending legislation and regulation, including developments related to climate change, and, to the extent the Company assesses such pending legislation and regulation to be reasonably likely to have a material effect on the Company’s business, financial condition, results of operations, or cash flows, relevant disclosure will be provided in future periods. As part of its ongoing monitoring and evaluation, the Company will also consider disclosure, if material, of the difficulties involved in assessing the timing and effect of pending legislation or regulation.

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We note from your response to prior comment 3 that capital expenditures specifically related to climate-related projects were not material to your financial condition, results of operations, or cash flows as of and for the three years ended December 31, 2020 or to your estimated planned capital expenditures for your 2021 fiscal year. Please provide us with quantitative information supporting this statement.

In the MD&A section of the 2020 Form 10-K, the Company disclosed that capital expenditures for the fiscal years ended December 31, 2020, 2019, and 2018, were $741 million, $753 million, and $576 million, respectively. These amounts represented 0.1%, 0.2%, and 0.2% of total balance sheet assets as of December 31, 2020, 2019, and 2018, respectively.

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The Company also disclosed in its 2020 Form 10-K that it anticipated capital expenditures would be 6-7% of total net revenues in 2021, and through September 30, 2021, total capital expenditures were $610 million, or 0.1% of total balance sheet assets as of September 30, 2021. Investments in buildings and software made up 78%, 78%, and 84% of our total capital expenditures for the years ended December 31, 2020, 2019, and 2018, respectively, however, these investments were not driven specifically by climate-related projects. The Company’s capital expenditures specific to climate-related projects are a de minimis portion of the total capital expenditures. The Company will continue to evaluate capital expenditures for climate-related projects, and to the extent material, relevant disclosure will be provided in future periods.

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Your response to comment 4 states that indirect consequences of climate-related regulation have not been material to your financial condition, results of operations, or cash flows. Your response appears to be conclusory and does not adequately address the specific items from our prior comment.

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Tell us about the indirect consequences of climate-related regulation or business trends considered in your response, your process for identifying such matters, and how you assessed potential materiality. For example, provide us with additional information supporting your statement that you do not believe that you experienced material climate-related reputational harm resulting from your operations or those of your clients or from products that you sell.

Schwab is a financial services company that provides retail brokerage and banking services to individual investors; retirement plan services and other corporate brokerage services to businesses and their employees; and custodial, trading, banking, support services and retirement business services to independent registered investment advisors, independent retirement advisors, and recordkeepers. The Company also offers a broad range of products, including brokerage, mutual funds, exchange-traded funds, advice solutions, and banking.

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The Company does not believe that its products and services produce greenhouse gas emissions or are related to carbon-based energy sources. The Company is not aware of any direct or indirect consequences of climate-related regulation or business trends that have impacted demand for the Company’s products or services, other than increased demand for the Company’s ESG Products, including mutual funds and exchange-traded funds.

The Company is not aware of suffering any climate-related reputational harm from its operations, its clients, or from the financial products and services that it provides. However, if the ESG Products that the Company offers were to be misrepresented, the Company could suffer reputational harm. The Company covers that potential risk in the risk factor on investment management operations on page 17 of the Company’s 2020 Form 10-K, where the Company states that “Failure to properly perform operational tasks, or the misrepresentation of our services and products could subject us to regulatory sanctions, penalties or litigation and result in reputational damage, liability to clients, and the termination of investment management or administration agreements and the withdrawal of assets under our management.”

As part of the Company’s ongoing evaluation of its operations and client offerings, to the extent management assesses that climate-related regulation or business trends are reasonably likely to have a material impact on demand for the Company’s services or products or cause reputational harm, relevant disclosure will be provided in future periods.

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We reissue in part comment 5 as your response does not appear to address each of the items from our prior comment. Please tell us in more detail how you considered providing a discussion of the significant physical effects of climate change on your operations and results, such as effects on the severity of weather.

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As part of your response, address the potential indirect weather-related impacts that have affected or may affect your third-party vendors or third-party service providers. In addition, quantify weather-related damages to your property or operations and explain how you concluded that there was no material weather-related impact to the cost or availability of insurance.

For the period covered by the 2020 Form 10-K and during 2021, the Company did not suffer any material direct or indirect physical effects of climate change on its operations and results, including no material direct or indirect weather-related damages to the Company’s property or operations and no material loss of service from third-party vendors related to severe weather events.

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For example, while the Company had weather-related damage to its landscaping and some water damage from broken pipes due to the 2021 ice storm in Texas, the cost of the damage was not significant and the Company did not make any insurance claims for the damage. The Company’s insurance premiums increased across the board in 2021 due to changes in the insurance market and the Company’s property policies were adjusted to include a new, special deductible for claims from “convective storms,” however, such increases and changes were immaterial.

The Company’s discussion of Operational Risk on pages 47 and 48 of the 2020 Form 10-K, states that the Company’s operations are highly dependent on the integrity and resilience of its critical business functions and technology systems. To the extent the Company experiences business or system interruptions, errors or downtime (which could result from a variety of causes, including natural disasters), the Company’s business and operations could be negatively impacted. To minimize business interruptions and ensure the capacity to continue operations during an incident regardless of duration, the Company maintains a backup and recovery infrastructure which includes facilities for backup and communications, a geographically dispersed workforce, and routine testing of business continuity and disaster recovery plans and a well-established incident management program. The discussion of Operational Risk further states that the Company also faces operational risk when the Company employs the services of various third parties, including domestic and international outsourcing of certain technology, processing, servicing, and support functions. The Company manages the exposure to third party risk and promotes a culture of resiliency through contractual provisions, control standards, ongoing monitoring of third party performance, and appropriate testing. In addition, the Company’s risk factor section in the 2020 Form 10-K includes references to natural disasters on page 17 “Technology and operational failures or errors could subject us to losses, litigation, regulatory actions, and reputational damage” and on page 18 “We rely on outsourced service providers to perform key functions.”

The Company makes first lien residential real estate mortgage loans (mortgage loans) and home equity lines of credit (HELOCs) to banking clients and also invests in mortgage-backed securities. To the extent that loans are secured by properties in the same geographic region, the Company could experience increased credit loss expense in the event of an extreme weather event in that region. The risk factor titled “We may suffer significant losses from our credit exposures.” on page 19 of the 2020 Form 10-K, discusses how mortgage loans and HELOCs to banking clients which are secured by properties in the same geographic region can increase the Company’s risk of loss. The Company also notes on page 91 of the 2020 Form 10-K that “At December 31, 2020 and 2019, 45% of the First Mortgage and HELOC portfolios were concentrated in California. These loans have performed in a manner consistent with the portfolio as a whole.” In estimating the allowance for credit losses (ACL) for the Company’s bank loans portfolio, the Company evaluated the impacts of weather-related events in recent years, including wildfires and hurricanes. The Company determined that these events did not have a material impact on the ACL. The Company’s charge-offs and total ACL on bank loans were immaterial for all periods presented in the 2020 Form 10-K. The ACL on bank loans of $30 million and $18 million as of December 31, 2020 and 2019, respectively, represented approximately 0.1% of total bank loans for both periods. Charge-offs were $1 million or less for each of the years ended December 31, 2020, 2019, and 2018.

The Company will continue to evaluate weather-related impacts to its business, and, to the extent the Company assesses such impacts to be material to the Company’s financial condition, results of operations, or cash flows, relevant disclosure will be provided in future periods.

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Your response to comment 6 indicates that you have not identified material transition risks related to climate change. Please tell us how you assess potential transition risks and why you concluded that disclosure was not required.

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Your response should specifically address the different types of transition risks related to climate change you considered, including those noted in our prior comment, and explain your basis for concluding that they will not have a material impact on your business, financial condition, results of operations, or cash flows.

As a participant in the securities, banking and financial services industries, the Company typically experiences transition risks when there are significant changes in the laws or regulations that the Company’s business and operations are subject to. The Company also experiences transition risks when it undertakes integration work related to material acquisitions such as its recent acquisition of TD Ameritrade Holding Corporation.

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In such situations, the Company assesses potential transition risks by evaluating the work that will be required to go from the current state to the future state, and the time, effort and expense required to complete that work. The Company also evaluates the related risks to determine the type and level of the risks as well as the consequences of the transition which may include changes to the services and products that the Company offers and an increased compliance burden. With regard to climate change, the Company has not identified any material transition risks but will continue to evaluate pending legislation and regulation, and, to the extent the Company assesses any developments to be reasonably likely to create material transition risks for the Company, relevant disclosure regarding those risks and their material effects will be provided in future periods.

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Your response to comment 7 states that you have not incurred material compliance costs related to climate change. Describe the nature of the compliance costs you have incurred and provide us with quantitative information supporting your statement that the related amounts were not material.

Given the nature of the Company’s highly regulated business and its existing risk framework and infrastructure, the Company’s compliance costs related to climate change have been de minimis. Developments related to climate change have been handled using the Company’s existing infrastructure for monitoring and evaluating legislative and regulatory developments, developing new products and services, and providing relevant disclosures.

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The Company will evaluate compliance costs incurred related to climate change, and, to the extent the Company determines such costs to be material to the Company’s financial condition, results of operations, or cash flows, relevant disclosure will be provided in future periods.

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