The Charles Schwab Corporation Announces Expiration of Early Participation Period of Previously Announced Exchange Offer

Wednesday, August 22, 2012 5:45 am PDT

Dateline:

SAN FRANCISCO

Public Company Information:

NYSE:
SCHW

SAN FRANCISCO--(BUSINESS WIRE)--The Charles Schwab Corporation (the “Company”) announced today the expiration of the early participation period in connection with its offer to certain eligible holders of its outstanding 4.950% senior notes due 2014 (CUSIP No. 808513AC9) (“Old Notes”) to exchange the Old Notes for new senior notes due 2022 (“New Notes”) and cash (“Exchange Offer”). The complete terms of the Exchange Offer are set forth in a confidential offering memorandum and related letter of transmittal, each as amended to date.

In the Exchange Offer, according to information provided by Global Bondholder Services Corporation, the exchange agent for the Exchange Offer, approximately $256 million in aggregate principal amount of Old Notes were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on August 21, 2012 (the “Early Participation Date”). The Company will accept all Old Notes that were validly tendered and expects to settle the Exchange Offer for these Old Notes on August 27, 2012, the fourth business day after the Early Participation Date.

The Exchange Offer will expire at midnight, New York City time, on August 28, 2012, unless extended by the Company.

Tenders of Old Notes in the Exchange Offer may no longer be withdrawn, except in limited circumstances where additional withdrawal rights are required by law. Consummation of the Exchange Offer is subject to the conditions set forth in the confidential offering memorandum. Subject to applicable law, the Company expressly reserves the right, in its sole discretion, to terminate the Exchange Offer at any time.

If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States, or to any U.S. persons outside the United States, absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The Company will enter into a registration rights agreement with respect to the New Notes.

Documents relating to the Exchange Offer will only be distributed to holders of the Old Notes that complete and return a letter of eligibility confirming that they are either (1) “Qualified Institutional Buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) or (2) persons outside the United States who are not “U.S. persons” as defined in Regulation S under the Securities Act (“Eligible Holders”). Holders of the Old Notes that desire a copy of the eligibility letter may contact the information agent for the Exchange Offer, Global Bondholder Services Corporation, by calling (866) 488-1500 (toll-free) or (212) 430-3774.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the confidential offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include statements regarding the Exchange Offer and whether or not the Company will consummate the Exchange Offer. These forward-looking statements are subject to risks and uncertainties, including the risks disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Contact:

MEDIA:
Charles Schwab
Greg Gable, 415-667-0473
or
INVESTORS/ANALYSTS:
Charles Schwab
Rich Fowler, 415-667-1841

Corporate Public Relations
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888-767-5432

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