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M&A Announcement

Jul 26, 2019

Rich Fowler
Managing Director, Head of Investor Relations, Charles Schwab

All right. We are live. Good morning, everyone. This is Rich Fowler, Head of Investor Relations for Charles Schwab. Joining me today are Walt Bettinger, our President and CEO, who's out of the office traveling, but joining us via phone to participate in the opening of this call, as well as Peter Crawford, our CFO, and our Senior Executive Vice Presidents, Joe Martinetto and Jonathan Craig, who are all here with me in San Francisco. Thank you all for coming together on such short notice. We're here today to discuss an exciting transaction in financial services involving Schwab and USAA. Walt and Peter will start us off with some prepared remarks, and then Joe and Jonathan will join in for Q&A before we wrap up.

First, though, we need to spend a moment on the inevitable wall of words, the purpose of which, as always, is to remind us that expectations inevitably evolve over time, therefore making it important to keep current with our disclosures. With that, I'd like to invite Walt to start us off with his thoughts on the transaction and the benefits to USAA members and to Schwab.

Walt Bettinger
President and CEO, Charles Schwab

Thank you, Rich. Good morning, everyone. It's an exciting day for several constituencies, certainly for the millions of USAA members who we'll work with to take full advantage of the features of our investing capabilities, from equities to mutual funds, ETFs, and to our premier advisory solutions. It's also exciting for Schwab and for our stockholders. We're on offense at Schwab, striving to grow, build our capabilities, add to our scale, both organically and inorganically, when, of course, that fits within our strategy. From a cultural standpoint, we believe this relationship creates powerful alignment. USAA is broadly recognized as one of the most client-centric, or as they refer to, member-centric organizations in business today. The continuing exclusive referral arrangement opens up the potential for meaningful organic growth at Schwab in the years to come.

USAA is a special organization, not only for their commitment to serving those who serve us, both members and former members of the military and their families, but also for the way that they've served for almost 100 years. We know that third parties acknowledge this, like Fortune Magazine and Satmetrix. What was far more powerful to me was the approach that USAA and its CEO, Stuart Parker, took in discussing this transaction. Stuart was intensely focused on how we could arrive at an outcome that resulted in best serving USAA members and employees. Frankly, I would share with you that it was refreshing to work with a fellow CEO who believes, like we do at Schwab, that all good things emanate from doing right by others. From a quick math standpoint, the assets and clients we're acquiring mirror our existing investor services business.

About three-fourths of them are self-directed investors, while approximately one-fourth are in an advisory relationship, typically a wrap program that invests in mutual funds and ETFs. Of course, as many of you know, our similar statistics at Schwab are about 80/20. The clients we're initially acquiring, again, are almost a mirror of our existing retail, or as we refer to it, investor services business. Before I turn it over to Peter to cover some details, I'd just like to emphasize one more key point. Although the 1 million client accounts and $90 billion in assets we're acquiring are very important, the ongoing exclusive referral relationship with an organization that garners such deep and enduring trust from its members is similarly important.

For 40 years at Schwab, we've been about growing and serving more Americans. This new relationship with USAA should play an important role in ensuring that continues for many years in the future. Peter, let me turn it over to you.

Peter Crawford
CFO, Charles Schwab

All right. Well, thank you very much, Walt. I will say I very much share Walt's excitement and enthusiasm about this transaction. It's truly a win-win-win. A win for the current USAA members who will now have access to a broader platform and a great value while retaining the excellent client-focused service for which USAA has earned many accolades. A win for the current USAA employees, more than 400 of whom we'll welcome to Schwab, where I'm confident they will find a similar mission-driven culture focused around the client. A win, of course, for our stockholders, who will see the benefits of this transaction materialize both in a near-term increase in EPS and a longer-term boost to our already industry-leading asset-gathering prowess. Let's dig a little bit more into the details. Walt talked about what this does to our scale.

While it's certainly not transformational in that regard, it represents a notable increase in our retail footprint. That allows us to continue to drive down costs as represented by EOCA, or our expense on client assets, and boost the number of referrals we get from existing clients. In terms of financials, when you look at the EBITDA of the business, we paid a high single-digit multiple on the current business and a mid-single-digit multiple on that business plus the synergies. We expect this transaction to be accretive on a cash basis in the first year after closing and on a GAAP basis in the second year. I'll talk more about that in a moment. There are meaningful synergies here. In our modeling and in the forecast we're sharing today, we're taking very conservative assumptions regarding those synergies.

Finally, the referral agreement is really what sets this transaction apart. It provides us with the opportunity to meet the needs of USAA's 13 million members. It's not a traditional referral agreement where they just send over blind leads. Rather, the intent is to integrate our wealth management offer into USAA's ongoing business such that it feels like an extension of their relationship with clients. As you saw from the press release, the purchase price is $1.8 billion in cash. Our expectation is to utilize organically generated capital and parent cash to fund this. This transaction displaces a comparable amount of share repurchases, but our plan remains to continue utilizing repurchases as appropriate to help us track towards our 6.75%-7% operating objective through conversion. This transaction is structured as an asset purchase.

That means we're essentially buying the individual client accounts and not any of the legal entities through which services are delivered today. We'd expect this transaction to result in an increase in headcount of roughly 500 people, with perhaps 400 or so of those employees coming from USAA, with a focus on those who are maintaining client relationships and helping to ensure a smooth transition. Finally, because this is an asset purchase, the closing date is the conversion date, and we expect that to be somewhere in late Q2 or early Q3. We're expecting about $140 million of integration-related spending, with the vast majority of that happening six months prior to conversion to six months after conversion. Since this is an asset purchase, it means we step up the basis on the acquired assets and amortize that amount over time for both tax and GAAP purposes.

The acquisition is subject to all the usual approvals. From an accretion standpoint, we expect it to be positive on a cash basis within the first 12 months following closing. In the second year post-close, mid-single-digit pennies of EPS accretion on a GAAP basis and low double-digit pennies of EPS accretion on a cash basis, with those accretion numbers building over time as we continue to realize the scale benefits and the referrals build. To make sure there's no confusion, we did factor in those foregone buybacks in our analysis. Now we've taken a conservative approach in quantifying synergies, including in our modeling only those that we are most confident about. On the revenue side, the vast majority of the revenue synergies come from movement of the $7 billion of client cash from money funds to bank sweep.

Note that we have not explicitly modeled in additional synergies around increasing share of wallet, increasing advice penetration, and so forth. We think there's a lot of opportunity there given the relatively low share of wallet this business currently has, but we want to take a conservative approach in our analysis. On the cost side, we're assuming about $100 million of cost removal, which represents approximately 50% of the current cost base. These costs represent a mix of things, including custody, technology, and some shared services. We expect the cost synergies to start phasing in immediately upon conversion, with the majority of the impact expected sooner rather than later. USAA members, as Walt mentioned, resemble our retail clients in many ways, albeit with a higher propensity to utilize fee-based advice and a somewhat smaller average account size than our typical retail client.

This transaction increases our total account base in our retail fee-based advice assets by a little less than 10% and also modestly increase our scale across other dimensions, assets, DARTs, and revenue. I'm often asked about our priorities with regard to M&A, whether we are more interested in scale-driven transactions or ones that create the potential for higher organic growth. What I really like about this opportunity is it offers both. Each component, the asset purchase agreement and the referral agreement, make financial and strategic sense on their own. When you combine them, that's what gets us really excited. This is an opportunity to increase our scale, helping us to grow revenue and continue to drive down EOCA.

That produces strong financial returns near term and longer term, and then adds another channel to boost organic growth, a channel with a similar mission, client focus, and desire to serve through this partnership their members' wealth management needs. With that, let's take some questions.

Rich Fowler
Managing Director, Head of Investor Relations, Charles Schwab

All right. We'll go to the question queue in just one second. Thank you, Peter. Remember, Walt could only join us for the opening, but as I mentioned, Joe and Jonathan are here to join in the Q&A. I should also mention that the slides will be posted. If they're not already up, they should be up within the next few minutes. With that, Operator, do you want to start us off?

Operator

Absolutely. I will now open up the queue for the question-and-answer session. Participants over the phone, who would like to ask a question, you may press star followed by the number one and record your name and company name during the prompt. To cancel your request, just press star followed by the number two. Again, to ask a question, press star followed by the number one. Our first question comes from Dan Fannon of Jefferies. Your line is open.

Dan Fannon
Analyst, Jefferies

Thanks. Good morning.

Rich Fowler
Managing Director, Head of Investor Relations, Charles Schwab

Yes.

Dan Fannon
Analyst, Jefferies

First question, Peter, just around the accretion. You mentioned, I think you factored in buybacks into the assumption. You also said between now and close and after you could use them opportunistically. Could you talk a bit more detail about what the assumption is for capital return to get to the accretion numbers you've outlined? Yeah, great question. To answer your first question directly, what we assumed in the analysis we shared with you is the net impact of not doing an equivalent amount of buybacks. Taking the $1.8 billion, that's the capacity we could have used to do buybacks. We wanted to make sure we netted off that impact.

Peter Crawford
CFO, Charles Schwab

In terms of our plan between now and conversion, to the extent that we have excess capital above what's needed to be at that 6.75%-7% operating objective for Tier 1 leverage at conversion, which would be very much our aim, I think it's reasonable to expect that we'll be continuing to do buybacks. It's just the amount that we do will be somewhat less than we might have otherwise. In terms of the exact amount of buybacks, of course, it depends on what we see in terms of organic growth in the balance sheet, our earnings, and so forth.

Dan Fannon
Analyst, Jefferies

Got it. Thank you.

Operator

Thank you. Our next question comes from Craig Siegenthaler of Credit Suisse. Your line is open.

Craig Siegenthaler
Analyst, Credit Suisse

Thanks. Good morning, Peter. I wanted to follow up on the referral agreement. Can you talk about the level of new accounts or net new assets that this could generate on an annual basis and maybe just a wide range in terms of framing it for us?

Peter Crawford
CFO, Charles Schwab

Yeah, absolutely. Let me just maybe set some context around this referral arrangement, because I think it's really important to understand how this is going to come about. I think Walt mentioned this in his opening, which is through our conversation with USAA, it was very clear that they're not looking to exit wealth management. They see it as very important to cementing the relationship with their existing clients and frankly, to keeping some of the competitors out of the wallets of their members. What they're seeking to do with this transaction is to figure out a different way to provide those wealth management services. The intention very much is to have this offer, our platform, be very integrated with the experience and with the conversations they're having on an ongoing basis with their members.

We're not sharing specific numbers in terms of what those referrals would be exactly. I think you can kind of triangulate in just a couple different ways of looking at it. We've seen this business, this wealth management offer, grow organically from an account standpoint, a bit above our traditional account growth overall in our business. If you think about the fact that with their 13 million members, they're adding five or 600,000 new members every year, only 10% of them are using USAA or have been using USAA for wealth management. That also gives you a sense of what we see as the opportunity. I think it's reasonable to expect that our organic growth in terms of accounts, we might see similar account growth, versus our existing client base or perhaps even somewhat above that.

Craig Siegenthaler
Analyst, Credit Suisse

Thanks, Peter.

Jonathan Craig
Senior EVP, Charles Schwab

I think what we also bring to the table for their 13 million members is a broader set of capabilities and generally lower cost. When you combine both of those things backed by a common culture, I think the power of driving meaningful referral off that 13 million combined with less than 10% penetration is pretty meaningful to say the least. We expect to work closely with them making that happen since it's in our mutual interest to do so.

Operator

Okay, thanks. Next question. Thank you. Next question comes from Ken Worthington of J.P. Morgan. Your line is open.

Ken Worthington
Analyst, J.P. Morgan

Hi. Thank you. I wanted to follow up on the referral network as well. What sort of access are you getting to the USAA members? Can you email them? Can you call them? Can you mail them? Are you getting sort of real estate on the USAA website to market to them? What access are you really getting to that sort of insurance client base?

Jonathan Craig
Senior EVP, Charles Schwab

Yeah. This is Jonathan. I'll take that one. Again, as I mentioned, the way the deal is structured, we are the exclusive referral partner for wealth management. It's in our mutual interest to drive meaningful referral and included in that, we'll work through all the details over the conversion time period. Certainly digital access, certainly access via their employees, certainly events. Broad access to their employee base as a way to drive referral to support what Peter said. They're not looking to exit the business. They're looking to have a partner to vector business to.

Ken Worthington
Analyst, J.P. Morgan

Okay. If I could, is the deal partially about getting closer to USAA? USAA offers many different financial services products that Schwab does not offer today, maybe some Schwab used to offer in the past. Does this set you up to maybe distribute more financial services products, maybe from USAA to the Schwab client base as well? Is that a factor here or is that just misguided thought?

Peter Crawford
CFO, Charles Schwab

When we have been having these conversations with USAA over the last several months, one of the things that became clear and one of the things that made us very excited about this is USAA, post this transaction, has very complementary products and services versus what we offer today. We saw a great opportunity to bring our two firms together in that way to provide the broad range of products and services that their members would like. In addition to the acquisition, in addition to the referral agreement, we will be distributing the USAA annuities through Schwab and bringing over a handful of people to help us provide more annuity alternatives for our clients and help them understand the benefits of annuities. We have been doing that for years, offering annuities to clients.

We think that the opportunity of bringing on the USAA annuities, which are very competitive, as well as bring on some of that expertise, will help us meet our existing client needs around that income generation in a way that should be better than what we've been offering before.

Ken Worthington
Analyst, J.P. Morgan

Awesome. Thank you.

Operator

Thank you. Our next question comes from Rich Repetto of Sandler O'Neill. Your line is open.

Rich Repetto
Analyst, Sandler O'Neill

Good morning, Peter and Jonathan, and Walt, if he's still on the line. Excuse me. I am a USAA member, and you're purchasing something that at least the firm has a high standard of service. I guess my question, Peter, is you gave us a little bit on the cost side, but can you talk any bit about the revenues that you're acquiring, whether they're similar or at least on a basis point per asset basis to Schwab retail?

Peter Crawford
CFO, Charles Schwab

I think it's helpful to think about the business we're buying in two pieces. The advice offers, which is a program called UMP, and then what we call the more self-directed brokerage business. The advice part of it, which is that 25% that Walt mentioned at the outset, the economics of that are similar but higher than from a ROCA standpoint than our traditional advice offers, just given the mix of products that those members have been using. The brokerage side, the ROCA, the economics there today are a bit less than what we have with our existing clients, and that's because the biggest driver of that is really two things. One is somewhat less trading per account than we have today.

Second, and more importantly, is the cash solutions for them, where they're using a mix of brokerage cash as well as the money funds versus post-trans conversion, we'll be moving all that over to the balance sheet.

Rich Repetto
Analyst, Sandler O'Neill

On a blended basis, would you say it's a bit lower then since the 75% is lower?

Peter Crawford
CFO, Charles Schwab

Well, I think it depends. I would say that on the 25% of the business that's in the advise, it's higher, and on the 75% that's in the brokerage, it's lower. Again, the economics post-transaction will look somewhat different because we will be moving that cash out of money funds over to our bank. At that point, the blended economics on a go-forward basis should be better than what we see in our retail business.

Rich Repetto
Analyst, Sandler O'Neill

Okay. The step, the D&A, or what you're going to need to write down on the goodwill side, could you quantify that a little bit?

Peter Crawford
CFO, Charles Schwab

Yeah. That's really the biggest difference between the GAAP and the cash accretion math is the impact of that amortization. Our assumptions are that the vast majority of the purchase price ends up being amortizable, with a smaller portion being in that goodwill component. We amortize that over a relatively long period of time, but that does impact, of course, the GAAP accretion numbers.

Rich Repetto
Analyst, Sandler O'Neill

Okay. That's very helpful, Peter. Thank you.

Operator

Thank you. Our next question comes from Michael Carrier, Bank of America Merrill Lynch.

Michael Carrier
Analyst, Bank of America Merrill Lynch

Good morning. Thanks for taking the question. I guess just on the referral again, for the 13 members that you mentioned, I don't know if you have anything in terms of average assets per member or account that is the potential opportunity. Separately, just given this deal and what you're seeing on the landscape, your capital ratios, balance sheet trends, should we be thinking that the inorganic growth or the M&A option could be more active for Schwab over the next few years?

Peter Crawford
CFO, Charles Schwab

Well, let me take the second question first, then I'll turn it over to Jonathan to talk a bit more on your referral portion of your question. As we mentioned on the call last Friday, there's no change to our M&A strategy. Yes, we're in a period where we are generating excess capital above that which is needed to drive the business forward and is needed to support the growth in the balance sheet. That doesn't necessarily make us more or less inclined to do M&A. This was the right transaction, the right partner at the right time for us. We'll continue to be on the lookout for other opportunities. I would say there's no change in that regard in any way. We look at a lot of things, obviously we pursue relatively few. Let me turn to Jonathan maybe on the referral question.

Jonathan Craig
Senior EVP, Charles Schwab

Yeah, I think as I said earlier, I think the opportunity is meaningful. In particular, half of the USAA clients have over $100,000 in investable assets, and I think that represents a significant opportunity just with that stat. I'll also add, again, as I said earlier, I think the USAA stable of wealth management and brokerage offering is strong, but when these members have access to Schwab, we have a broader set of capabilities. I think you should think about, and generally at a lower cost, I think you should think about the opportunity both in terms of deeper penetration of share of wallet, but also just a broader set of capability over here that we can expose to the USAA member base, and that should have a meaningful impact.

Michael Carrier
Analyst, Bank of America Merrill Lynch

Okay. Thanks a lot.

Operator

Thank you. The next question comes from Bill Katz of Citigroup. Your line is open.

Bill Katz
Analyst, Citigroup

Okay. Thank you very much for the comments and taking the questions this morning. Peter, maybe stay with you. Could you flesh out the synergies a little bit more? Just back of the envelope based on what the ROCA looks like and the implied multiple, it looks like you're taking up a substantial percentage of the base expense rate. I was wondering that, what percentage of expenses is that, and how quickly you mentioned a substantial part of it, but could you give us a little timeframe on, A, the revenue pace, and then B, the timing on the synergies on expense side?

Peter Crawford
CFO, Charles Schwab

Okay. Let me start with the revenue side, the revenue synergies. I would say in our assumptions, 95% plus of the revenue synergies are coming from the monetization of the client cash, moving it from the money funds over to bank sweep. That will happen right at conversion. On the cost side, it's a little bit more complicated answer, story. There are a number of different pieces. If you look at their margins today from on an EBITDA basis, they're in the 40-ish percentile range. We're looking at potentially taking out about half of that cost. That'll be a mix of some technology spending, clearing as we go to a self-clearing model from using a third-party clearing firm, as well as other indirect kind of support-type costs in there.

What we really want to focus on is retaining the key servicing relationship management, wealth management individuals who are really helpful in terms of meeting the needs of the members who know those members very well, who can help ensure a smooth transition from them over to us. We think will play a really important part in the future as we go forward.

Joe Martinetto
Senior EVP and COO, Charles Schwab

This is Joe. Let me jump in here just with a little bit of reminder here. This is an asset purchase deal, not an entity purchase deal. We're not bringing over all of the corporate infrastructure, all of the systems, all of the technology platforms. A lot of the work will be done prior to close to do all of the data mapping and the account mapping so that there's a substantial body of work that needs to get done to migrate those accounts to the close date. Once that happens, then we'll be leveraging the Schwab platform. I'd remind people that this kind of a transaction really leverages the work that we've been talking about now for a number of years. Our trading platform has been completely modernized.

We can bring on new accounts at a very low marginal cost to serve all the workflow automation we brought into the operations group provides us with a tremendous amount of leverage to be able to absorb the volumes that we'll be seeing here. The majority of the costs post-close will really be focused on the client service side as opposed to on the operational or technology side.

Bill Katz
Analyst, Citigroup

Okay. It's helpful. Just one follow-up. I guess, just given this transaction, is this an idiosyncratic opportunity that just happened to present itself? Peter, is there sort of a shift in strategy may be too strong, but is there sort of an incremental strategy here that could further consolidate in wealth management more broadly?

Peter Crawford
CFO, Charles Schwab

I think this is a unique opportunity for us in terms of the relationship, the combination of that transaction itself and the purchase itself, plus the referral opportunity. As Walt has mentioned, as I've talked about multiple times, when we look at potential inorganic opportunities to grow, we think industry consolidation is going to play a role in that. There's not that many opportunities out there in the market necessarily to be able to do that. I would say there's really no change in our thinking from that standpoint with this transaction. I think this transaction is very much consistent with what we've said as being in our M&A strategy in the past.

Bill Katz
Analyst, Citigroup

Okay. Thank you for taking the questions.

Operator

Thank you. Next question comes from Chris Harris of Wells Fargo. Your line is open.

Chris Harris
Analyst, Wells Fargo

Hey, guys. What is the historical growth of this business in terms of net new assets or accounts, if you happen to have it?

Peter Crawford
CFO, Charles Schwab

Yeah. If you look at this business, they've been growing the account base. I don't have the asset numbers right in front of me, but they've been growing the account base within this business by roughly high single digits per year. Again, a little bit above. If you look at the account growth for Schwab overall, I think we've been averaging kind of six, seven percent account growth per year overall. It's been growing a little bit faster than that thus far. That comes from both bringing on new members, as well as further penetrating their existing membership base. Again, that's one of the things that I think they feel is very exciting about this opportunity from their standpoint is the opportunity to have 10% account. Only 10% of their members use wealth management today.

They'd like that number to be up much higher than it is today. And so would we, of course.

Chris Harris
Analyst, Wells Fargo

Okay, got it. Real quick follow-up. What is the anticipated impact on your capital ratios from this transaction?

Peter Crawford
CFO, Charles Schwab

We'd like to have our capital ratios, post-conversion, be right at that 675 to 7% operating objective that we talked about previously. Really no change there in terms of what our objective would be post the transaction. Of course, two days before the transaction, the capital ratios will be somewhat higher than that. Two days before the closing/conversion, our capital ratios will be somewhat higher than that because we'll have needed to have that extra capital on the balance sheet to be able to write the check.

Chris Harris
Analyst, Wells Fargo

Okay. Thank you.

Operator

Thank you. Our next question comes from Chris Shutler of William Blair. Your line is open.

Chris Shutler
Analyst, William Blair

Hey, guys. Good morning. Just wanted to follow up on Ken's question from earlier just to be clear on the marketing rights into the USAA member base. Can you email their members? Can you physically mail their members? What can you do?

Jonathan Craig
Senior EVP, Charles Schwab

Yeah, this is Jonathan. We will be working with them on the details, but yes, again, we have full access with their support to their members and a mutual agreement to drive referral.

Chris Shutler
Analyst, William Blair

Okay, got it. Is there any potential whatsoever for there to be confusion on the part of the USAA members between what is kind of Victory Capital branded USAA and what is Schwab? Obviously, you're going to be doing different things, but I would think two different investment providers could get confusing. How do you avoid that?

Peter Crawford
CFO, Charles Schwab

Yeah, that's a question I think I need to leave for the USAA folks to ask. We are the exclusive provider for wealth management. We're obviously aware of the transaction they've done with Victory, but I can't actually comment on that at this time.

Chris Shutler
Analyst, William Blair

All right. Just one more quick one. How competitive was this process? I ask because the multiple seems lower than maybe what you'd expect given some other private market multiples in the broker-dealer space and the exclusivity. Maybe some of it that you're using some of their annuities, but any other color would be helpful.

Peter Crawford
CFO, Charles Schwab

Yeah. There were multiple, as we understand it, of course, there were multiple bidders. I would say USAA ran a very thoughtful, methodical process, very transparent in terms of what their objectives were. As we understand it, there were other bidders eventually narrowed down to a single just us in terms of the final negotiations and conversations around this. I think they ran a really good process. I think from the USAA standpoint, the financial outcome was a big part of the equation, but also they really wanted to make sure that their members were being well-served by the firm with which they were working. There seemed to be very good compatibility from that standpoint between their firm and ours through this process.

Jonathan Craig
Senior EVP, Charles Schwab

Peter, I would add, we saw that common set of values from day one, and I think that was certainly meaningful to us and I believe meaningful to them.

Chris Shutler
Analyst, William Blair

Okay. Thank you.

Operator

Thank you. Our next question comes from Brennan Hawken of UBS. Your line is open.

Brennan Hawken
Analyst, UBS

Good morning, guys. Thanks for taking the question. First question's just on the math on the cash. I think, Peter, you've mentioned that $7 billion converts over, you got 12.9% client cash in the deck. Is the difference that $four and a half billion or so implied difference between the seven and the total, is that purchased money market funds or cash that's in fiduciary accounts that will therefore not transition over to the balance sheet?

Peter Crawford
CFO, Charles Schwab

The difference that, yeah, great. Good job putting all the pieces together here. There's about $4 billion, a little over $4 billion that's sitting on the balance sheet today, that they're in their bank or in their brokerage cash today. That's the difference that you see there. It's the four plus the seven, roughly $11 billion in client cash today, divided by the roughly $90 billion in assets. That's how you get that math.

Brennan Hawken
Analyst, UBS

Got it. Okay. Thanks, Peter. When we think about the referral program on a go forward, number 1, I guess, what are your economics in the referral? Is there a little bit of frictional or cost, like acquisition cost, that's going to go to USAA that we should assume? In thinking about how you guys consider this source of referrals, do you think that this will remain at that high single-digit account growth rate and therefore help to accelerate the penetration side? Is there an expectation that it would grow similar to the existing Schwab base?

Peter Crawford
CFO, Charles Schwab

There's a couple pieces of that. One, I think, was on the economics of the referral arrangement, and the second was what we think about in terms of the ongoing growth rate. Don't really want to get into the exact economics of the referral arrangement. What I would say is, we do pay them a referral fee for every converted account, and it's a higher fee if those accounts are larger than if they're smaller. When we looked at this, we looked at it relative to other marketing channels and to ensure that it was consistent with or even better than what we get from some of our other marketing channels. That's one way to think about it.

In terms of the ongoing organic growth, I think we'll have to see, but our expectation is that it could certainly be higher in terms of that organic growth rate than what we see in our existing business today because there is so much untapped opportunity in terms of the share of wallet of the existing clients within this business as well as the broader membership base of USAA. We really have those two opportunities there that we think could drive very significant organic growth going forward.

Brennan Hawken
Analyst, UBS

Thank you for taking my questions.

Operator

Thank you. Our next question comes from Brian Bedell of Deutsche Bank. Your line is open.

Brian Bedell
Analyst, Deutsche Bank

Great. Thanks very much. Yeah, my question was along the line of Brennan's just before. Maybe just to add to that, for the penetration opportunity, do you have a good understanding of where USAA members are currently conducting their wealth management businesses in general to get a sense of the comparability of Schwab services with what they're doing now? Both from the ones that are using wealth management now and the growth in wallet share opportunity there and, of course, the ones that are not using USAA. Also similarly for banking, given you have a very powerful online banking platform as well.

Peter Crawford
CFO, Charles Schwab

It's hard to get that information in detail around which other firms are providing the needs for their members. My sense then from what we've seen is it's a broad cross-section of sort of the usual firms that you'd expect, given the mix of the members and their wealth management needs. It's a broad cross-section of firms.

Brian Bedell
Analyst, Deutsche Bank

Will there be sort of carrots to get them over? For example, bring X amount over and get X amount of free trades or something like that as sort of a pitch to the client acquisition?

Jonathan Craig
Senior EVP, Charles Schwab

I think we'll work through over the next time period how we manage that at driving that deeper penetration. Again, I will say, as I said earlier, I think by bringing over their UMP capability and their direct brokerage, combining with what Schwab offers generally at a lower cost, I think we're going to offer a meaningful set of capabilities to their members that in the past they didn't have access to. It's really a USAA plus situation. I think that's going to probably be the biggest carrot in terms of driving meaningful penetration.

Brian Bedell
Analyst, Deutsche Bank

Great. Thank you.

Operator

Thank you. Our next question comes from Michael Cyprys of Morgan Stanley. Your line is open.

Michael Cyprys
Analyst, Morgan Stanley

Hey, good morning. Thanks for taking the question. Just wanted to follow up on some of your views around broader industry consolidation. Just hoping you could flush out a little bit more around how you see the landscape evolving broadly within wealth management and consolidation, if you could flush that out. Does this transaction preclude you from participating further within M&A and within consolidation for some period of time post-close of this transaction?

Peter Crawford
CFO, Charles Schwab

Let me answer the second question first. I don't think this transaction precludes us from pursuing other opportunities that may present themselves to us. The biggest driver there will be whether the opportunity makes sense for us in the moment. We think that given the size of this and the timeline that we're talking about, that shouldn't be overly disruptive or anything like that. In terms of your first question on industry consolidation, I think we've talked about this previously, and what I'd say is consistent with that, which is clearly this is a business where pricing matters, where having a low-cost structure, having that 16 basis points of EOCA expense on client assets matters. In a business like that, consolidation tends to happen more than it might in other businesses. I think we've seen that historically. Where that leads us, hard to say.

Our focus is on creating a very scalable infrastructure, a very low-cost structure, so that we can be a beneficiary of that consolidation to the extent it happens, and opportunistically, like what we're seeing right here, take advantage of that and make the most of that.

Michael Cyprys
Analyst, Morgan Stanley

Great. Just as a quick follow-up on the topic of M&A, I guess it's been some time since you've done a meaningful transaction. I guess just looking back, how is this different from prior deals that you've done? What sort of lessons do you take away from prior deals as you think about making this one successful? If you are sitting here three, five years from now, what will define success with this transaction?

Peter Crawford
CFO, Charles Schwab

Yeah. We definitely have tried to capture lessons learned from previous transactions. Every transaction is different. This is different than Windhaven, ThomasPartners, optionsXpress. Even so, we try to take lessons learned from that. I think one of the things we realized is this requires dedicated people, and we're creating a dedicated team to go work on this and see it through. Senior management, senior leadership commitment and support, and support from the business around this. That transition for both the employees and the clients, that moment of transition is very important to make sure we retain the employees and we retain the clients. I think we really try to capture a lot of the lessons from what we learned from our previous transactions.

Michael Cyprys
Analyst, Morgan Stanley

Great. Thank you.

Rich Fowler
Managing Director, Head of Investor Relations, Charles Schwab

Okay. Do we have any calls left in the queue at this point, operator?

Operator

Yes. We also have a question from Rich Repetto of Sandler O'Neill. Your line is open, sir.

Rich Fowler
Managing Director, Head of Investor Relations, Charles Schwab

Great.

Rich Repetto
Analyst, Sandler O'Neill

I guess the one question I have, it is more wealth management, Peter. Have you discussed this with the RIAs or your RIA committee and any conflicts in the channel that you would foresee?

Peter Crawford
CFO, Charles Schwab

No. The short answer, Rich, is we don't see conflicts between this and the RIA channel given the mix. It is wealth management, the services that we provide to these members today are really no different than the services we provide to our existing retail clients. I know some of the early articles were talking about how this is a new foray into wealth management, really, as Walt mentioned at the outset, the look of these clients are very similar to our existing clients today. I don't see any implications there on the RIA channel necessarily, except some of these members may want an advisor. To the extent to which we can put them into the Schwab Advisor Network, perhaps that creates some incremental opportunity for advisors to benefit from this transaction as well.

Rich Repetto
Analyst, Sandler O'Neill

Yeah, that's helpful. That's my question. Thank you.

Rich Fowler
Managing Director, Head of Investor Relations, Charles Schwab

All right. Okay, thanks. I think we're going to hold there on the phone side. Just to try to get one of the questions in from the webcast that we've seen that I thought maybe I'd pose for the team here is whether the effort will be 100% branded as Schwab or will it be co-branded? Thoughts on that?

Jonathan Craig
Senior EVP, Charles Schwab

I guess it's Jonathan. I'd start by saying the USAA brand is probably one of the most admired brands in the industry. When you combine that with what we think is the strength of the Schwab brand, it's a pretty powerful combination, and certainly with their support, we want to leverage the two together in the marketplace where we can. Having said that, once they refer over to Schwab, it will primarily be a Schwab relationship. Again, I think the opportunity to bring two great brands together and in the marketplace is going to be powerful, and fully expect to leverage that.

Rich Fowler
Managing Director, Head of Investor Relations, Charles Schwab

All right. Thank you. Okay. With that, I think we're going to wrap up and thank everybody for their time. Any follow-on questions or anything we couldn't get to, folks, you can follow up with the IR team. With that, thanks, and have a great Friday.