SCHW 10-K Annual Report Dec. 31, 2023 | Alphaminr
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SCHW 10-K Fiscal year ended Dec. 31, 2023

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SCHWAB CHARLES CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessPart II Item 7 Current Regulatory and Other Developments For Discussion Of The Rule ProposalPart II Item 7 Current Regulatory and Other Developments For Additional InformationItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related Stockholder Matters,Item 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and AnalysisItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of November 24, 2019, by and among the Registrant, Americano Acquisition Corp., and TD Ameritrade Holding Corporation, filed as Exhibit 2.1 to the Registrants Form 8-K dated November 24, 2019, and incorporated herein by reference.* 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of May 14, 2020, by and among the Registrant, Americano Acquisition Corp., and TD Ameritrade Holding Corporation, filed as Exhibit 2.2 to the Registrant's Form 8-K dated May 14, 2020, and incorporated herein by reference. 3.11 Fifth Restated Certificate of Incorporation, effective May7, 2001, of the Registrant, filed as Exhibit3.11 to the Registrants Form 10-K for the year ended December 31, 2016, and incorporated herein by reference. 3.11(i) Amendment to Fifth Restated Certificate of Incorporation of the Registrant, effective October 6, 2020, filed as Exhibit 3.1 to the Registrants Form 8-K dated October 2, 2020, and incorporated herein by reference. 3.18 Certificate of Designations of 5.95% Non-Cumulative Perpetual Preferred Stock, Series D, of The Charles Schwab Corporation, filed as Exhibit3.1 to the Registrants Form8-K dated March7, 2016, and incorporated herein by reference. 3.20 Certificate of Designations of 5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrants Form 8-K dated October31, 2017, and incorporated herein by reference. 3.21 Certificate of Designations of 5.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrants Form 8-K dated April 30, 2020, and incorporated herein by reference. 3.22 Certificate of Designations of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrants Form 8-K dated December 8, 2020, and incorporated herein by reference. 3.23 Certificate of Designations of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrants Form 8-K dated March 15, 2021, and incorporated herein by reference. 3.24 Certificate of Designations of 4.450% Non-Cumulative Perpetual Preferred Stock, Series J, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrants Form 8-K dated March 29, 2021, and incorporated herein by reference. 3.26 Certificate of Designations of 5.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series K, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrants Form 8-K dated March 3, 2022, and incorporated herein by reference. 3.28 Certificate of Elimination of the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrants Form 8-K dated November 1, 2022, and incorporated herein by reference. 3.29 Certificate of Elimination of the 4.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrants Form 8-K dated December 1, 2022, and incorporated herein by reference. 3.30 Amended and Restated Bylaws of The Charles Schwab Corporation, effective January 26, 2023, filed as Exhibit 3.1 to the Registrants Form 8-K dated January 26, 2023, and incorporated herein by reference. 4.3 Deposit Agreement, dated March7, 2016, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as ExhibitA thereto), filed as Exhibit4.1 to the Registrants Form8-K dated March7, 2016, and incorporated herein by reference. 4.5 Deposit Agreement, dated October31, 2017, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as ExhibitA thereto), filed as Exhibit4.1 to the Registrants Form8-K dated October31, 2017, and incorporated herein by reference. 4.6 Deposit Agreement, dated April 30, 2020, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrants Form 8-K dated April 30, 2020, and incorporated herein by reference. 4.7 Deposit Agreement, dated December 11, 2020, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrants Form 8-K dated December 8, 2020, and incorporated herein by reference. 4.8 Deposit Agreement, dated March 18, 2021, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrants Form 8-K dated March 15, 2021, and incorporated herein by reference. 4.9 Deposit Agreement, dated March 30, 2021, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrants Form 8-K dated March 29, 2021, and incorporated herein by reference. 4.10 Deposit Agreement, dated March 4, 2022, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrants Form 8-K dated March 3, 2022, and incorporated herein by reference. 4.11 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 4.13 Twenty-First Supplemental Indenture,datedas of May 19, 2023,by and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, N.A.,as Trustee, filed as Exhibit 4.78 to the Registrants Form 8-K dated May 19, 2023, and incorporated herein by reference. 4.14 Twenty-Second Supplemental Indenture,dated asof May 19, 2023,by and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, N.A.,as Trustee, filed as Exhibit 4.79 to the Registrants Form 8-K dated May 19, 2023, and incorporated herein by reference. 4.15 Twenty-Third Supplemental Indenture,dated as of August 24, 2023,by and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, filed as Exhibit 4.82 to the Registrants form 8-K dated August 24, 2023, and incorporated herein by reference. 4.16 Twenty-Fourth Supplemental Indenture, dated as of November 17, 2023,by and between CSC and The Bank of New York Mellon Trust Company, N.A., as Trustee, filed as Exhibit 4.85 to the Registrants Form 8-K dated November 17, 2023, and incorporatedherein byreference. 10.72 Restatement of Assignment and License, as amended January25, 1988, among Charles Schwab & Co., Inc., Charles R. Schwab,and the Registrant, filed as Exhibit 10.72 to the Registrants Form 10-K for the year ended December 31, 2014, and incorporated herein by reference. 10.271 The Charles Schwab Corporation Directors Deferred Compensation Plan, as amended through December8, 2004, filed as Exhibit 10.271 to the Registrants Form 10-K for the year ended December31, 2014, and incorporated herein by reference. (2) 10.272 The Charles Schwab Corporation Deferred Compensation Plan, as amended through December8, 2004, filed as Exhibit 10.272 to the Registrants Form 10-K for the year ended December 31, 2014, and incorporated herein by reference. (2) 10.314 Employment Agreement dated as of March13, 2008, between the Registrant and Charles R. Schwab, filed as Exhibit 10.314 to the Registrant's Form 10-K for the year ended December 31, 2018, and incorporated herein by reference. (2) 10.319 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.319 to the Registrants Form 10-K for the year ended December 31, 2008, and incorporated herein by reference. (2) 10.338 The Charles Schwab Corporation 2004 Stock Incentive Plan, as approved at the Annual Meeting of Stockholders on May17, 2011, filed as Exhibit10.338 to the Registrants Form10-Q for the quarter ended June30, 2016, and incorporated herein by reference. (2) 10.341 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.341 to the Registrants Form 10-K for the year ended December 31, 2011, and incorporated herein by reference. (2) 10.354 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.354 to the Registrants Form 8-K dated January 24, 2013, and incorporated herein by reference. (2) 10.356 Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.356 to the Registrants Form 8-K dated January 24, 2013, and incorporated herein by reference. (2) 10.358 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.358to the Registrants Form 8-K dated January 24, 2013, and incorporated herein by reference. (2) 10.359 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.359 to the Registrants Form 8-K dated January 24, 2013, and incorporated herein by reference. (2) 10.370 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.370 to the Registrants Form 10-Q for the quarter ended September 30, 2016, and incorporated herein by reference. (2) 10.372 Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.372 to the Registrants Form 10-Q for the quarter ended September 30, 2016, and incorporated herein by reference. (2) 10.374 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.374to the Registrants Form 10-Q for the quarter ended September 30, 2016,andincorporated herein by reference. (2) 10.375 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.375 to the Registrants Form 10-Q for the quarter ended September 30, 2016,andincorporated herein by reference. (2) 10.379 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.379 to the Registrants Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference. (2) 10.381 Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.381 to the Registrants Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference. (2) 10.383 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.383 to the Registrants Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference. (2) 10.384 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.384 to the Registrants Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference. (2) 10.387 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.387 to the Registrants Form 10-K for the year ended December 31, 2017, and incorporated herein by reference. (2) 10.389 The Charles Schwab Corporation Corporate Executive Bonus Plan, restated to include amendments approved at the Annual Meeting of Stockholders on May13, 2015, as amended and restated as of December 13, 2017, filed as Exhibit 10.389 to the Registrants Form 10-K for the year ended December31, 2017, and incorporated herein by reference. (2) 10.393 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.393 to the Registrants Form 10-K for the year ended December 31, 2018, and incorporated herein by reference. (2) 10.394 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.394 to the Registrants Form 10-K for the year ended December 31, 2018, and incorporated herein by reference. (2) 10.396 Form of Notice and Restricted Stock Unit Agreement (no accelerating vesting for retirement) under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.396 to the Registrants Form 10-Q for the quarter ended June 30, 2019, and incorporated herein by reference. (2) 10.397 Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.397 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.398 Form of Notice and Retainer Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.398 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.399 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.399 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.401 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.401 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.402 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.402 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.403 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.403 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.404 Form of Notice and Restricted Stock Unit Agreement (no accelerating vesting for retirement) under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.404 to the Registrants Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference. (2) 10.405 Stockholder Agreement, dated as of November 24, 2019, by and between the Registrant and the Toronto-Dominion Bank, filed as Exhibit 10.1 to the Registrants Form 8-K dated November 24, 2019, and incorporated herein by reference. 10.406 Registration Rights Agreement by and among the Registrant, Charles R. Schwab, The Toronto-Dominion Bank, and certain other stockholders, filed as Exhibit 10.5 to the Registrants Form 8-K dated November 24, 2019, and incorporated herein by reference. 10.407 Amended and Restated Insured Deposit Account Agreement by and among TD Bank USA, National Association, TD Bank, National Association, and the Registrant, filed as Exhibit 10.6 to the Registrants Form 8-K dated November 24, 2019, and incorporated herein by reference.** 10.407(i) Consent, Agreement,and Joinder to the Amended and Restated IDA Agreement, dated as of October6, 2020, by and among Charles Schwab & Co., Inc., TD Ameritrade, Inc., TD Ameritrade Clearing, Inc.,and TD Ameritrade Trust Company, filed as Exhibit 10.1 to TD Ameritrade Holding Corporations Form 8-K dated October 6, 2020, and incorporated herein by reference. 10.407(ii) Amendment to Amended and Restated Insured Deposit Agreement, dated as of November 24, 2021, by and among TD Bank USA, National Association, TD Bank, National Association, and The Charles Schwab Corporation, TD Ameritrade, Inc., TD Ameritrade Clearing, Inc., TD Ameritrade Trust Company, and Charles Schwab & Co., Inc., filed as Exhibit 10.407(ii) to the Registrants Form 10-K for the year ended December 31, 2021, and incorporated herein by reference.** 10.407(iii) Second Amendment to Amended and Restated Insured Deposit Agreement, dated February 14, 2023, by and among TD Bank USA, National Association, TD Bank, National Association, and The Charles Schwab Corporation, TD Ameritrade, Inc., TD Ameritrade Clearing, Inc., Charles Schwab Trust Bank, as successor to TD Ameritrade Trust Company, and Charles Schwab & Co., Inc., filed asExhibit10.407 (iii) to the RegistrantsForm 10-K for the year ended December 31, 2022, and incorporated herein by reference. 10.407(iv) Second Amended and Restated Insured Deposit Account Agreement, dated May 4, 2023, by and among TD Bank USA, National Association and TD Bank, National Association, and The Charles Schwab Corporation, Charles Schwab & Co., Inc., Charles Schwab Trust Bank, TD Ameritrade, Inc., and TD Ameritrade Clearing, Inc., filed as Exhibit 10.1 to the Registrants Form 8-K dated May 4, 2023, and incorporated herein by reference.** 10.408 Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.408 to the Registrant's Form 10-K for the year ended December 31, 2019, and incorporated herein by reference. (2) 10.410 2013 Stock Incentive Plan, as amended and restated, filed as Exhibit 10.410 to the Registrants Form 8-K dated May 12, 2020, and incorporated herein by reference. (2) 10.412 Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.412 to the Registrants Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference. (2) 10.413 Form of Notice and Retainer Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.413 to the Registrants Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference. (2) 10.414 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.414 to the Registrants Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference. (2) 10.415 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors Deferred Compensation Plan II and successor plans, filed as Exhibit 10.415 to the Registrants Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference. (2) 10.423 The Charles Schwab Corporation Deferred Compensation Plan II, as amended and restated as of December 8, 2020, filed as Exhibit 10.423 to the Registrants Form 10-K for the year ended December31, 2020, and incorporated herein by reference. (2) 10.424 The Charles Schwab Severance Pay Plan, as Amended and Restated Effective June 21, 2021,filed as Exhibit 10.424 to the Registrants Form 10-Q for the quarter ended June 30, 2021, and incorporated herein by reference. (2) 10.426 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.426 to the Registrants Form 10-K for the year ended December 31, 2021, and incorporated by reference. (2) 10.427 Form of Notice and Restricted Stock Unit Agreement (no accelerating vesting for retirement) under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.427 to the Registrants Form 10-K for the year ended December 31, 2021, and incorporated by reference. (2) 10.428 Summary of Non-Employee Director Compensation, filed as Exhibit 10.428 to the Registrants Form 10-K for the year ended December 31, 2021, and incorporated herein by reference. (2) 10.429 The Charles Schwab Corporation 2022 Stock Incentive Plan, filed as Exhibit 10.1 to the Registrants Form 8-K, dated May 17, 2022, and incorporated herein by reference. (2) 10.430 Repurchase Agreement between The Charles Schwab Corporation and TD Luxembourg International Holdings SARL, filed as Exhibit 10.1 to the Registrants 8-K, dated July 31, 2022, and incorporated herein by reference. 10.431 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans. (2) 10.432 Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans. (2) 10.433 Form of Notice andRestricted Stock Unit Agreementunder The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans. (2) 10.434 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans. (2) 21.1 Subsidiaries of the Registrant. 23.1 Independent Registered Public Accounting Firms Consent. 31.1 Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section302 of The Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section302 of The Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to 18 U.S.C. Section1350, As Adopted Pursuant to Section906 of The Sarbanes-Oxley Act of 2002. (1) 32.2 Certification Pursuant to 18 U.S.C. Section1350, As Adopted Pursuant to Section906 of The Sarbanes-Oxley Act of 2002. (1) 97.1 The Charles Schwab CorporationSection 16 OfficerIncentive Compensation Recovery Policy.