SCHWAB CHARLES CORP Item 1A Risk Factors The Company faces a variety of risks that may affect its operations or financial results, and many of those risks are driven by factors that the Company cannot control or predict |
The following discussion addresses those risks that management believes are the most significant, although there may be other risks that could arise, or may prove to be more significant than expected, that may affect the Company’s operations or financial results |
For a discussion of the Company’s risk management, including technology and operating risk and legal and regulatory risk, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management |
” There has been aggressive price competition in the Company’s industry, which may continue in the future |
The Company continually monitors its pricing in relation to competitors and periodically adjusts commission rates, interest rates, and other fee structures to enhance its competitive position |
Increased competition, including pricing pressure, could harm the Company’s results of operations and financial condition |
The industry in which the Company competes has recently undergone a period of consolidation and the Company now faces stronger competitors |
The Company faces intense competition for the clients that it serves and the products and services it offers |
There has recently been significant consolidation as financial institutions with which the Company competes have been acquired by or merged - 5 - ______________________________________________________________________ [43]Table of Contents THE CHARLES SCHWAB CORPORATION into or acquired other firms |
This consolidation may continue |
Competition is based on many factors, including the range of products and services offered, pricing, customer service, brand recognition, reputation, and perceived financial strength |
Consolidations may enable other firms to offer a broader range of products and services than the Company does, or offer such products at more competitive prices |
The Company faces intense competition in hiring and retaining qualified employees, especially for employees who are key to the Company’s ability to build and enhance client relationships |
The market for quality professionals and other personnel in the Company’s business is highly competitive |
Competition is particularly strong for financial consultants who build and sustain the Company’s client relationships |
The Company’s ability to continue to compete effectively will depend upon its ability to attract new employees and retain existing employees while managing compensation costs |
Extensive regulation of the Company’s businesses limits the Company’s activities and may subject it to significant penalties |
As a participant in the securities and financial services industries, the Company is subject to extensive regulation under both federal and state laws by governmental agencies, supervisory authorities, and SROs |
The requirements imposed by the Company’s regulators are designed to ensure the integrity of the financial markets and to protect clients |
These regulations often serve to limit the Company’s activities by way of net capital, customer protection and market conduct requirements, and restrictions on the businesses in which the Company may operate |
Despite the Company’s efforts to comply with applicable regulations, there are a number of risks, particularly in areas where applicable regulations may be unclear or where regulators revise their previous guidance |
Any enforcement actions or other proceedings brought by the Company’s regulators could result in fines, penalties, cease and desist orders, enforcement actions, or suspension or expulsion of an affiliate, its officers, or employees, any of which could harm the Company’s reputation and adversely affect the Company’s results of operations and financial condition |
In the ordinary course of business, the Company is subject to litigation and may not always be successful in defending itself against such claims |
The Company is subject to claims and lawsuits in the ordinary course of its business, which can result in settlements and awards |
It is inherently difficult to predict the ultimate outcome of these matters, particularly in cases in which claimants seek substantial or unspecified damages, and a substantial judgment, settlement, fine, or penalty could be material to the Company’s operating results for a particular future period, depending on the Company’s results for that period |
Changes in legislation, rules, and regulations could negatively impact the Company’s business and financial results |
New legislation, rule changes, or changes in the interpretation or enforcement of existing federal, state and SRO rules and regulations may directly affect the operation and profitability of the Company |
The profitability of the Company could also be affected by rules and regulations which impact the business and financial communities generally, including changes to the laws governing taxation, electronic commerce, and security of client data |
A significant decrease in the Company’s liquidity could negatively affect the Company’s business as well as reduce client confidence in the Company |
Maintaining adequate liquidity is crucial to the business operations of the Company, including margin lending, mortgage lending, and transaction settlement, among other liquidity needs |
A reduction in the Company’s liquidity position could also reduce client confidence in the Company, which could result in the loss of client accounts |
In addition, if the Company’s broker-dealer or depository institution subsidiaries fail to meet regulatory capital guidelines, regulators could limit the Company’s operations and its ability to repay debt, pay cash dividends, and repurchase shares of its stock |
In particular, any such limitations could have an adverse effect on CSC, which depends primarily on cash generated by its subsidiaries in order to fulfill its debt service obligations and otherwise meet its liquidity needs |
The Company attempts to manage liquidity risk by maintaining sufficient liquid financial resources to fund its balance sheet and meet its obligations |
The Company’s liquidity needs are met primarily through cash generated by operations, as well as cash provided by external financing |
Risks in meeting these needs may arise with fluctuations in client cash or deposit balances, as well as changes in market conditions |
- 6 - ______________________________________________________________________ [44]Table of Contents THE CHARLES SCHWAB CORPORATION Specific risk factors which may adversely affect the Company’s liquidity position include: • a reduction in cash held in banking or brokerage client accounts which may affect the amount of the Company’s liquid assets; • a significant downgrade in the Company’s credit ratings which could increase its borrowing costs and limit its access to the capital markets; and • a dramatic increase in the Company’s client lending activities (including margin, mortgage, and personal lending) which may reduce the Company’s liquid resources and excess capital position |
Technology and operational failures could subject the Company to losses, litigation, and regulatory actions |
The Company faces technology and operating risk which is the potential for loss due to deficiencies in control processes or technology systems of the Company or its outsourced service providers that constrain the Company’s ability to gather, process, and communicate information efficiently and securely, without interruptions |
This risk also includes the risk of human error, employee misconduct, external fraud, computer viruses, terrorist attacks, and natural disaster |
The Company’s business and operations could be negatively impacted by any significant technology and operational failures |
Moreover, instances of fraud or other misconduct might also negatively impact the Company’s reputation and client confidence in the Company, in addition to any direct losses that might result from such instances |
Despite the Company’s efforts to identify areas of risk, oversee operational areas involving risk, and implement policies and procedures designed to mitigate risk, there can be no assurance that the Company will not suffer unexpected losses due to technology or other operational failures, including those of outsourced service providers |
The Company may suffer significant losses from its credit exposures |
The Company’s businesses are subject to the risk that a client or counterparty will fail to perform its contractual obligations, or that the value of collateral held to secure obligations will prove to be inadequate |
The Company’s exposure mainly results from margin lending activities, securities lending activities, its role as a counterparty in financial contracts, investing activities, banking loan portfolios, and indirectly from the investing activities of certain of the Company’s proprietary funds |
Significant interest rate changes could affect the Company’s profitability and financial condition |
The Company is exposed to interest rate risk primarily from changes in the interest rates on its interest-earning assets (such as margin loans and customer mortgages) and its funding sources, such as customer deposits and Company borrowings |
Changes in interest rates could affect the interest earned on interest-earning assets differently than the interest the Company pays on its interest-bearing liabilities |
In general, the Company is positioned to benefit from a rising interest rate environment, and could be adversely affected by a general decline in interest rates, although any potential reduction in net interest income may be offset by growth in the Company’s loan portfolio and inflows of client cash |
In addition, in the event prevailing short-term interest rates declined to the point where yields available on money market mutual funds approached the level of management fees on those funds, the Company could find itself in the position of having to reduce its management fees so that it could continue to pay clients a competitive return on their assets |
Potential strategic transactions could have a negative impact on the Company’s financial position |
From time to time, the Company evaluates potential strategic transactions, including business combinations, acquisitions, and dispositions |
Any such transaction could have a material impact on the Company’s financial position, results of operations, or cash flows |
The process of evaluating, negotiating, and effecting any such strategic transaction may divert management’s attention from other business concerns, and might cause the loss of key clients, employees, and business partners |
Moreover, the integration of any acquisition may create unforeseen challenges for the Company’s operational, financial, and management information systems, as well as unforeseen expenditures and other risks, including difficulties in managing facilities and employees in different geographic areas |
In addition, an acquisition may cause the Company to assume liabilities or become subject to litigation |
Further, the Company may not realize a positive return on any acquisition and any future acquisition could be dilutive to the Company’s current stockholders’ percentage ownership or to earnings per share (EPS) |
- 7 - ______________________________________________________________________ [45]Table of Contents THE CHARLES SCHWAB CORPORATION The Company’s stock price has fluctuated historically, and may continue to fluctuate |
The Company’s stock price can be volatile |
Among the factors that may affect the Company’s stock price are the following: • speculation in the investment community or the press about, or actual changes in, the Company’s competitive position, organizational structure, executive team, operations, financial condition, financial reporting and results, effectiveness of cost reduction initiatives, or strategic transactions; • the announcement of new products, services, acquisitions, or dispositions by the Company or its competitors; • increases or decreases in revenue or earnings, changes in earnings estimates by the investment community, and variations between estimated financial results and actual financial results |
Changes in the stock market generally or as it concerns the Company’s industry, as well as geopolitical, economic, and business factors unrelated to the Company, may also affect the Company’s stock price |
Developments in the business, economic, and geopolitical environment could negatively impact the Company’s business |
The Company’s business can be significantly affected by the general environment – economic, corporate, securities market, regulatory, and geopolitical developments all play a role in client asset valuations, trading activity, interest rates and overall investor engagement |
These factors are outside of the control of the Company and could have a negative impact on the Company’s results of operations and financial condition |