8-K

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): September 1, 2011

The Charles Schwab Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 1-9700
Delaware	94-3025021
(State or other jurisdiction of incorporation)	(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:

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

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

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

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

Item 2.01 Completion of Acquisition or Disposition of Assets

Completion of optionsXpress Merger

On September 1, 2011, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of March 18, 2011 (the “Merger Agreement”), by and among The Charles Schwab Corporation (“Schwab”), Neon Acquisition Corp., a wholly owned subsidiary of Schwab (“Merger Sub”), and optionsXpress Holdings, Inc. (“optionsXpress”), the merger of Merger Sub with and into optionsXpress (the “Merger”) became effective, with optionsXpress surviving the Merger as a wholly-owned subsidiary of Schwab.

Pursuant to the Merger Agreement, each share of optionsXpress common stock outstanding at the effective time of the Merger was converted into the right to receive 1.02 shares of Schwab common stock, plus cash in lieu of any fractional share interest. This description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
2.1	Agreement and Plan of Merger, dated as of March 18, 2011, by and among The Charles Schwab Corporation, Neon Acquisition Corp. and optionsXpress Holdings, Inc. (incorporated by reference from Schwab’s Current Report on Form 8-K filed on March 21, 2011)
99.1	Press Release, dated September 1, 2011, announcing completion of the Merger

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: September 1, 2011	By:	/s/ Joseph R. Martinetto
		Joseph R. Martinetto Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
Ex 2.1	Agreement and Plan of Merger, dated as of March 18, 2011, by and among The Charles Schwab Corporation, Neon Acquisition Corp. and optionsXpress Holdings, Inc. (incorporated by reference from Schwab’s Current Report on Form 8-K filed on March 21, 2011)
Ex 99.1	Press Release, dated September 1, 2011, announcing completion of the Merger

EX-99.1

Exhibit 99.1

Contacts:

MEDIA:	INVESTORS/ANALYSTS:
Alison Wertheim	Rich Fowler
Charles Schwab	Charles Schwab
Phone: 415-667-0475	Phone: 415-667-1841

Schwab Completes Acquisition of optionsXpress

SAN FRANCISCO, Sept. 1, 2011 — The Charles Schwab Corporation (NYSE: SCHW) today announced the completion of its acquisition of optionsXpress Holdings, Inc.

“We’re excited to welcome optionsXpress clients to Schwab, and to be able to introduce the impressive options and futures capabilities of the derivatives trading leader to our clients,” said Walt Bettinger, Schwab President and Chief Executive Officer.

“We’re extremely pleased to join the Schwab family, and look forward to creating an even more robust trading and investing experience for the clients of both companies,” said David Fisher, optionsXpress President and Schwab Senior Vice President.

As of June 30th, optionsXpress had 397,400 client accounts, $8.4 billion in client assets and a 12 month average of 44,900 daily average revenue trades. Schwab operates one of the nation’s largest brokerage firms in terms of client assets, which totaled $1.66 trillion as of June 30, 2011 and serves more than 10 million individual, independent advisor client and retirement plan participant accounts with a wide range of financial products and full-service investment help and advice.

To immediately access its advanced trading features, platform innovations and educational resources, Schwab clients can open an optionsXpress account.

According to Andy Gill, Chief Operating Officer of Investor Services, the division that optionsXpress is joining, “Work is now underway to create a combined set of capabilities so clients will be able to log on to Schwab.com to see their optionsXpress account balances and easily move money between accounts.” Gill cited optionsXpress’ All-In-One Trade Ticket, which enables trading from a single, easy-to-use trade ticket, three- and four-legged options trading online, portfolio margining and futures trading as examples of new trading capabilities that are now available to Schwab clients through optionsXpress.

About Charles Schwab

The Charles Schwab Corporation (NYSE:SCHW) is a leading provider of financial services, with more than 300 offices and 8.2 million client brokerage accounts, 1.44 million corporate retirement plan participants, 754,000 banking accounts, and $1.65 trillion in client assets. Through its operating subsidiaries, the company provides a full range of securities brokerage, banking, money management and financial advisory services to individual investors and independent investment advisors. Its broker-dealer subsidiary, Charles Schwab & Co., Inc. (“Schwab”) (member SIPC, www.sipc.org), and affiliates offer a complete range of investment services and products including an extensive selection of mutual funds; financial planning and investment advice; retirement plan and equity compensation plan services; referrals to independent fee-based investment advisors; and custodial, operational and trading support for independent, fee-based investment advisors through Schwab Advisor Services. Its banking subsidiary, Charles Schwab Bank (member FDIC and an Equal Housing Lender), provides banking and mortgage services and products. More information is available at www.schwab.com and www.aboutschwab.com. (0911-5565)

Options carry a high level of risk and are not suitable for all investors. Certain requirements must be met to trade options through Schwab. Multiple leg option strategies will involve multiple commissions. Please read the options disclosure document titled “Characteristics and Risks of Standardized Options.”

Futures trading carries a high level of risk and is not suitable for all investors. Certain requirements must be met to trade futures. Please read the Risk Disclosure Statement for Futures and Options before considering any futures transactions.

Please review the optionsXpress Risks page for specific disclosures and other information about Portfolio Margin.

Charles Schwab & Co., Inc. (Member SIPC) (“Schwab”) and optionsXpress, Inc. (Member SIPC) (“optionsXpress”) are separate but affiliated companies and subsidiaries of The Charles Schwab Corporation.

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