Current Report Filing (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): October 28, 2014

TD Ameritrade Holding Corporation

(Exact name of registrant as specified in its charter)



Delaware	1-35509	82-0543156
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)



200 South 108^th Avenue Omaha, Nebraska		68154
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (402) 331-7856

(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 (see General Instruction A.2.):

[ ] 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 2.02 Results of Operations and Financial Condition

On October 28, 2014, the Registrant released its financial results for its fourth fiscal quarter and fiscal year ended September 30, 2014. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits




99.1	News Release issued by the Registrant on October 28, 2014

SIGNATURES

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 thereunto duly authorized.



Dated: October 28, 2014	TD AMERITRADE HOLDING CORPORATION



	By: /s/ WILLIAM J. GERBER
	William J. Gerber
	Executive Vice President, Chief Financial Officer

Exhibit 99.1



At the Company
Kim Hillyer	Jeff Goeser
Director, Communications	Director, Investor Relations and Finance
(402) 574-6523	(402) 597-8464
kim.hillyer@tdameritrade.com	jeffrey.goeser@tdameritrade.com

TD Ameritrade Reports Record 2014 Earnings;
Sixth Consecutive Year of Double-Digit Asset Gathering

Record Diluted Earnings per Share of $1.42, up 16% Year-Over-Year

Record Net Revenues of $3.1B, up 13% Year-Over-Year

Record Net New Client Assets of $53B, 10% Annualized Growth Rate

OMAHA, Neb., October 28, 2014 – TD Ameritrade Holding Corporation (NYSE: AMTD) has released results for fiscal 2014. The Company gathered approximately $53 billion in net new client assets, maintaining its industry-leading double-digit net new client asset growth rate for the sixth consecutive year.

The Company’s results for the fiscal year ended Sept. 30, 2014 include the following:⁽¹⁾


•	Record $1.42 earnings per diluted share on net income of $787 million


•	Record net new client assets of approximately $53 billion, an annualized growth rate of 10 percent


•	Record average client trades per day of approximately 427,000, an activity rate of 6.9 percent


•	Record net revenues of $3.1 billion, 55 percent of which were asset-based


•	Record investment product fee revenue of $309 million, up 24 percent year-over-year


•	Record pre-tax income of $1.3 billion, or 41 percent of net revenues


•	Record EBITDA⁽²⁾ of $1.5 billion, or 47 percent of net revenues


•	Record interest rate sensitive assets⁽³⁾ of $100 billion, up 5 percent year-over-year


•	Record client assets of approximately $653 billion, up 17 percent year-over-year

“With improved investor sentiment, retail investors returned to the markets in 2014, increasing engagement across our platforms and boosting trading volumes. Asset gathering remained strong, as we gathered a record $53 billion of net new client assets, our sixth consecutive year of double-digit growth. In fact, over the last five years, we have gathered a total of $219 billion of net new client assets, one-third of our total client assets,” said Fred Tomczyk, president and chief executive officer. “We had a strong year and have good momentum as we start 2015. We will continue to adapt and evolve as an organization by optimizing newer technologies like big data, social media and mobile, in order to enhance our clients’ investing and trading experience and drive continued strong organic growth.”

“We have worked through significant interest rate compression over the past five years, and yet we continue to strengthen our earning power,” said Bill Gerber, executive vice president and chief financial officer. “Interest rate-sensitive assets have grown to a record $100 billion, mitigating the impact of the macroeconomic environment and giving us the flexibility to invest in and grow the business. As a result, fiscal 2014 earnings were a record $1.42 per diluted share, client assets are at an all-time high of $653 billion, and we effectively returned more than 90 percent of our net income to shareholders in the form of cash dividends

and share repurchases. Our proven growth strategy, combined with prudent investments in our future, will help us continue delivering growth and value for our stakeholders in 2015 and beyond.”

Fourth Quarter 2014 Results

In addition, the Company has released its results for the quarter ended Sept. 30, 2014, which include the following:⁽¹⁾


•	Net income of $211 million, or $0.38 per diluted share, up 6 percent year-over-year


•	Net new client assets of approximately $13 billion, an annualized growth rate of 8 percent


•	Average client trades per day of approximately 403,000, an activity rate of 6.4 percent


•	Net revenues of $795 million, 57 percent of which were asset-based


•	Investment product fee revenue of $83 million, up 24 percent year-over-year


•	Pre-tax income of $342 million, or 43 percent of net revenues


•	EBITDA⁽²⁾ of $394 million, or 50 percent of net revenues

Capital Management

During the 2014 fiscal year, the Company paid $540 million, or $0.98 per share, in cash dividends, which included four quarterly dividends of $0.12 per share, and a special dividend of $0.50 per share, paid in December 2013. The Company also repurchased approximately 6 million shares of its common stock at a weighted average share price of $31.37 per share.

The Company has declared a $0.15 per share quarterly cash dividend, an increase of 25 percent year-over-year, payable on Nov. 20, 2014 to all holders of record of common stock as of Nov. 6, 2014.

Additionally, on Oct. 22, 2014, the Company issued $500 million in senior notes, bearing an interest rate of 3.625 percent, that will mature on Apr. 1, 2025. The Company will use the net proceeds from the sale of the notes, together with cash on hand, to repay the $500 million aggregate principal amount of its 4.150 percent senior notes that mature on Dec. 1, 2014.

Fiscal 2015 Outlook

The Company has also released an updated Outlook Statement which reflects expected earnings of $1.45 to $1.70 per diluted share for its 2015 fiscal year.

More information on the fiscal 2015 forecast is available through the Company’s Outlook Statement, located in the “Financials & reports” section of its corporate web site, www.amtd.com.

Company Hosts Conference Call

TD Ameritrade will host its September Quarter conference call this morning, Oct. 28, 2014, at 8:30 a.m. EDT (7:30 a.m. CDT). Participants may listen to the conference call by dialing 866-270-1533. The Company will webcast the conference call through www.amtd.com, via the “Presentations & Events” page of the web site. A replay of the phone call will be available beginning at 10:30 a.m. EDT (9:30 a.m. CDT) on Oct. 28, 2014 by dialing 877-344-7529 and entering the Conference ID 10052174. The replay will be available until 9:00 a.m. EDT (8:00 a.m. CDT) on Nov. 5, 2014. A transcript of the call will be available on the Company’s corporate web site, www.amtd.com, via either the “Investor Relations” page or the “Presentations & Events” page beginning Wednesday, Oct. 29, 2014.

Information about the Company’s corporate events, including earnings conference calls and webcasts, can be found by visiting www.amtd.com and clicking on “Investor Relations” and “Presentations & Events.” Click on the date of the event to access all pertinent links and resources. A high speed Internet connection is required in order to view the webcast.

The Company asks that interested parties visit or subscribe to newsfeeds at www.amtd.com for the most up-to-date corporate financial information, presentation announcements, transcripts and archives. The Company also communicates this information via Twitter, @TDAmeritradePR. Web site links, corporate titles and telephone numbers provided in this release, although correct when published, may change in the future.

About TD Ameritrade Holding Corporation

Millions of investors and independent registered investment advisors (RIAs) have turned to TD Ameritrade’s (NYSE: AMTD) technology, people and education to help make investing and trading easier to understand and do. Online or over the phone. In a branch or with an independent RIA. First-timer or sophisticated trader. Our clients want to take control, and we help them decide how - bringing Wall Street to Main Street for more than 39 years. An official sponsor of the 2016 U.S. Olympic and Paralympic Teams, as well as an official sponsor of the National Football League, TD Ameritrade has time and again been recognized as a leader in investment services. Please visit TD Ameritrade's newsroom or www.amtd.com for more information, or read our stories at http://freshaccounts.amtd.com.

Source: TD Ameritrade Holding Corporation

Safe Harbor

This document contains forward-looking statements within the meaning of the federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws. In particular, any projections regarding our future revenues, expenses, earnings, capital expenditures, effective tax rates, client trading activity, accounts or stock price, as well as the assumptions on which such expectations are based, are forward-looking statements. These statements reflect only our current expectations and are not guarantees of future performance or results. These statements involve risks, uncertainties and assumptions that could cause actual results or performance to differ materially from those contained in the forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to: general economic and political conditions and other securities industry risks, fluctuations in interest rates, stock market fluctuations and changes in client trading activity, credit risk with clients and counterparties, increased competition, systems failures, delays and capacity constraints, network security risks, liquidity risks, new laws and regulations affecting our business, regulatory and legal matters and uncertainties and other risk factors described in our latest Annual Report on Form 10-K, filed with the SEC on Nov. 22, 2013 and our latest Quarterly Report on Form 10-Q filed thereafter. These forward-looking statements speak only as of the date on which the statements were made. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

¹ Please see the Glossary of Terms, located in “Investor” section of www.amtd.com for more information on how these metrics are calculated.

²See attached reconciliation of non-GAAP financial measures.

³Interest rate-sensitive assets consist of spread-based assets and money market mutual funds. Ending balances as of Sept. 30, 2014.

Brokerage services provided by TD Ameritrade, Inc., member FINRA (www.FINRA.org) /SIPC (www.SIPC.org).



TD AMERITRADE HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
In millions, except per share amounts
(Unaudited)

	Quarter Ended									Fiscal Year Ended
	Sept. 30, 2014			June 30, 2014			Sept. 30, 2013			Sept. 30, 2014			Sept. 30, 2013
Revenues:
Transaction-based revenues:
Commissions and transaction fees	$	332		$	317		$	306		$	1,351		$	1,171
Asset-based revenues:
Interest revenue	161			150			120			587			476
Brokerage interest expense	(2		)	(1		)	(1		)	(6		)	(7		)
Net interest revenue	159			149			119			581			469
Insured deposit account fees	208			202			201			820			804
Investment product fees	83			79			67			309			250
Total asset-based revenues	450			430			387			1,710			1,523
Other revenues	13			16			16			62			70
Net revenues	795			763			709			3,123			2,764
Operating expenses:
Employee compensation and benefits	195			189			170			760			692
Clearing and execution costs	36			35			29			134			109
Communications	31			29			27			116			113
Occupancy and equipment costs	41			39			40			156			160
Depreciation and amortization	23			24			23			95			86
Amortization of acquired intangible assets	23			22			23			90			91
Professional services	38			42			41			155			145
Advertising	45			48			55			250			239
Other	25			19			22			82			73
Total operating expenses	457			447			430			1,838			1,708
Operating income	338			316			279			1,285			1,056
Other expense (income):
Interest on borrowings	6			6			6			25			25
Gain on investments, net	(10		)	—			(49		)	(10		)	(57		)
Total other expense (income)	(4		)	6			(43		)	15			(32		)
Pre-tax income	342			310			322			1,270			1,088
Provision for income taxes	131			120			122			483			413
Net income	$	211		$	190		$	200		$	787		$	675
Earnings per share - basic	$	0.39		$	0.34		$	0.36		$	1.43		$	1.23
Earnings per share - diluted	$	0.38		$	0.34		$	0.36		$	1.42		$	1.22
Weighted average shares outstanding - basic	547			551			550			550			549
Weighted average shares outstanding - diluted	551			555			555			554			554
Dividends declared per share	$	0.12		$	0.12		$	0.09		$	0.98		$	0.86



TD AMERITRADE HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
In millions
(Unaudited)

			Sept. 30, 2014		Sept. 30, 2013
Assets:
	Cash and cash equivalents		$	1,460	$	1,062
	Segregated cash and investments		5,116		5,894
	Broker/dealer receivables		1,108		1,348
	Client receivables, net		11,639		8,984
	Goodwill and intangible assets		3,218		3,308
	Other		1,290		1,240
		Total assets	$	23,831	$	21,836
Liabilities and stockholders' equity:
Liabilities:
	Broker/dealer payables		$	2,421	$	1,973
	Client payables		14,497		13,183
	Notes payable		150		—
	Long-term debt		1,101		1,052
	Other		914		952
		Total liabilities	19,083		17,160
Stockholders' equity			4,748		4,676
		Total liabilities and stockholders' equity	$	23,831	$	21,836



TD AMERITRADE HOLDING CORPORATION
SELECTED OPERATING DATA
(Unaudited)
	Quarter Ended									Fiscal Year Ended
	Sept. 30, 2014			June 30, 2014			Sept. 30, 2013			Sept. 30, 2014			Sept. 30, 2013
Key Metrics:
Net new assets (in billions)	$	13.4		$	13.4		$	10.1		$	53.4		$	49.5
Net new asset growth rate (annualized)	8		%	9		%	8		%	10		%	10		%
Average client trades per day	402,638			401,468			381,657			426,888			373,630
Profitability Metrics:
Operating margin	42.5		%	41.4		%	39.4		%	41.1		%	38.2		%
Pre-tax margin	43.0		%	40.6		%	45.4		%	40.7		%	39.4		%
Return on average stockholders' equity (annualized)	17.8		%	16.2		%	17.3		%	16.8		%	15.1		%
EBITDA⁽¹⁾ as a percentage of net revenues	49.6		%	47.4		%	52.8		%	47.4		%	46.7		%
Liquidity Metrics:
Interest on borrowings (in millions)	$	6		$	6		$	6		$	25		$	25
Interest coverage ratio (EBITDA⁽¹⁾/interest on borrowings)	65.7			60.3			62.3			59.2			51.6
Liquid assets - management target⁽¹⁾ (in billions)	$	0.8		$	0.8		$	0.9		$	0.8		$	0.9
Cash and cash equivalents (in billions)	$	1.5		$	1.3		$	1.1		$	1.5		$	1.1
Transaction-Based Revenue Metrics:
Total trades (in millions)	25.6			25.3			24.2			106.9			92.8
Average commissions and transaction fees per trade⁽²⁾	$	12.97		$	12.52		$	12.61		$	12.62		$	12.61
Average client trades per funded account (annualized)	16.1			16.2			15.9			17.4			15.8
Activity rate - funded accounts	6.4		%	6.5		%	6.4		%	6.9		%	6.3		%
Trading days	63.5			63.0			63.5			250.5			248.5
Order routing revenue (in millions)	$	77		$	72		$	62		$	304		$	236
Spread-Based Asset Metrics:
Average interest-earning assets (in billions)	$	19.3		$	18.8		$	16.8		$	18.6		$	15.8
Average insured deposit account balances (in billions)	73.6			72.4			72.0			72.9			68.0
Average spread-based balance (in billions)	$	92.9		$	91.2		$	88.8		$	91.5		$	83.8
Net interest revenue (in millions)	$	159		$	149		$	119		$	581		$	469
Insured deposit account fee revenue (in millions)	208			202			201			820			804
Spread-based revenue (in millions)	$	367		$	351		$	320		$	1,401		$	1,273
Avg. annualized yield - interest-earning assets	3.23		%	3.13		%	2.77		%	3.09		%	2.92		%
Avg. annualized yield - insured deposit account fees	1.11		%	1.10		%	1.09		%	1.11		%	1.17		%
Net interest margin (NIM)	1.55		%	1.52		%	1.41		%	1.51		%	1.50		%
Fee-Based Investment Metrics:
Money market mutual fund fees:
Average balance (in billions)	$	5.5		$	5.2		$	5.3		$	5.3		$	5.1
Average annualized yield	0.00		%	0.00		%	0.00		%	0.00		%	0.02		%
Fee revenue (in millions)	$	0		$	0		$	0		$	0		$	1
Market fee-based investment balances:
Average balance (in billions)	$	138.5		$	133.3		$	117.0		$	131.4		$	107.7
Average annualized yield	0.23		%	0.24		%	0.22		%	0.23		%	0.23		%
Fee revenue (in millions)	$	83		$	79		$	67		$	309		$	249
Average fee-based investment balances (in billions)	$	144.0		$	138.5		$	122.3		$	136.7		$	112.8
Average annualized yield	0.23		%	0.23		%	0.21		%	0.22		%	0.22		%
Investment product fee revenue (in millions)	$	83		$	79		$	67		$	309		$	250
⁽¹⁾ See attached reconciliation of non-GAAP financial measures.
⁽²⁾ Average commissions and transaction fees per trade excludes TD Waterhouse UK business.
NOTE: See Glossary of Terms on the Company's web site at www.amtd.com for definitions of the above metrics.



TD AMERITRADE HOLDING CORPORATION
SELECTED OPERATING DATA
(Unaudited)
	Quarter Ended									Fiscal Year Ended
	Sept. 30, 2014			June 30, 2014			Sept. 30, 2013			Sept. 30, 2014			Sept. 30, 2013
Client Account and Client Asset Metrics:
Funded accounts (beginning of period)	6,237,000			6,146,000			5,943,000			5,993,000			5,764,000
Funded accounts (end of period)	6,301,000			6,237,000			5,993,000			6,301,000			5,993,000
Percentage change during period	1		%	1		%	1		%	5		%	4		%
Client assets (beginning of period, in billions)	$	650.2		$	617.1		$	523.5		$	555.9		$	472.3
Client assets (end of period, in billions)	$	653.1		$	650.2		$	555.9		$	653.1		$	555.9
Percentage change during period	0		%	5		%	6		%	17		%	18		%
Net Interest Revenue:
Segregated cash:
Average balance (in billions)	$	5.3		$	5.2		$	5.5		$	5.3		$	4.6
Average annualized yield	0.13		%	0.14		%	0.09		%	0.13		%	0.12		%
Interest revenue (in millions)	$	2		$	2		$	1		$	7		$	6
Client margin balances:
Average balance (in billions)	$	11.2		$	11.0		$	8.5		$	10.5		$	8.6
Average annualized yield	3.69		%	3.79		%	3.95		%	3.81		%	3.97		%
Interest revenue (in millions)	$	105		$	105		$	86		$	405		$	345
Securities borrowing/lending:
Average securities borrowing balance (in billions)	$	1.1		$	1.0		$	1.1		$	1.1		$	1.0
Average securities lending balance (in billions)	$	2.4		$	2.6		$	2.2		$	2.5		$	2.1
Net interest revenue - securities borrowing/lending (in millions)	$	52		$	42		$	31		$	169		$	118
Other cash and interest-earning investments:
Average balance (in billions)	$	1.7		$	1.6		$	1.7		$	1.7		$	1.6
Average annualized yield	0.05		%	0.06		%	0.09		%	0.07		%	0.08		%
Interest revenue - net (in millions)	$	0		$	0		$	1		$	1		$	1
Client credit balances:
Average balance (in billions)	$	11.8		$	11.5		$	10.1		$	11.2		$	9.5
Average annualized cost	0.01		%	0.01		%	0.01		%	0.01		%	0.01		%
Interest expense (in millions)	$	(0	)	$	(0	)	$	(0	)	$	(1	)	$	(1	)
Average interest-earning assets (in billions)	$	19.3		$	18.8		$	16.8		$	18.6		$	15.8
Average annualized yield	3.23		%	3.13		%	2.77		%	3.09		%	2.92		%
Net interest revenue (in millions)	$	159		$	149		$	119		$	581		$	469

NOTE: See Glossary of Terms on the Company's web site at www.amtd.com for definitions of the above metrics.



TD AMERITRADE HOLDING CORPORATION
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Dollars in millions
(Unaudited)
	Quarter Ended															Fiscal Year Ended
	Sept. 30, 2014					June 30, 2014					Sept. 30, 2013					Sept. 30, 2014					Sept. 30, 2013
	$			% of Net Rev.		$			% of Net Rev.		$			% of Net Rev.		$			% of Net Rev.		$			% of Net Rev.
EBITDA (1)
EBITDA	$	394		49.6	%	$	362		47.4	%	$	374		52.8	%	$	1,480		47.4	%	$	1,290		46.7	%
Less:
Depreciation and amortization	(23		)	(2.9	)%	(24		)	(3.1	)%	(23		)	(3.2	)%	(95		)	(3.0	)%	(86		)	(3.1	)%
Amortization of acquired intangible assets	(23		)	(2.9	)%	(22		)	(2.9	)%	(23		)	(3.2	)%	(90		)	(2.9	)%	(91		)	(3.3	)%
Interest on borrowings	(6		)	(0.8	)%	(6		)	(0.8	)%	(6		)	(0.8	)%	(25		)	(0.8	)%	(25		)	(0.9	)%
Provision for income taxes	(131		)	(16.5	)%	(120		)	(15.7	)%	(122		)	(17.2	)%	(483		)	(15.5	)%	(413		)	(14.9	)%
Net income	$	211		26.5	%	$	190		24.9	%	$	200		28.2	%	$	787		25.2	%	$	675		24.4	%



	As of
	Sept. 30, 2014			June 30, 2014			Mar. 31, 2014			Dec. 31, 2013			Sept. 30, 2013
Liquid Assets - Management Target (2)
Liquid assets - management target	$	762		$	767		$	706		$	707		$	874
Plus: Broker-dealer cash and cash equivalents	1,090			871			508			926			540
Trust company cash and cash equivalents	53			54			64			60			74
Investment advisory cash and cash equivalents	19			9			14			25			19
Less: Excess broker-dealer regulatory net capital	(464		)	(441		)	(359		)	(409		)	(445		)
Cash and cash equivalents	$	1,460		$	1,260		$	933		$	1,309		$	1,062

Note: The term "GAAP" in the following explanation refers to generally accepted accounting principles in the United States.



(1)	EBITDA (earnings before interest, taxes, depreciation and amortization) is considered a non-GAAP financial measure as defined by SEC Regulation G. We consider EBITDA an important measure of our financial performance and of our ability to generate cash flows to service debt, fund capital expenditures and fund other corporate investing and financing activities. EBITDA is used as the denominator in the consolidated leverage ratio calculation for covenant purposes under our holding company's senior revolving credit facility. EBITDA eliminates the non-cash effect of tangible asset depreciation and amortization and intangible asset amortization. EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities.
(2)	Liquid assets - management target is considered a non-GAAP financial measure as defined by SEC Regulation G. We include the excess capital of our broker-dealer subsidiaries in the calculation of liquid assets - management target, rather than simply including broker-dealer cash and cash equivalents, because capital requirements may limit the amount of cash available for dividend from the broker-dealer subsidiaries to the parent company. Excess capital, as defined below, is generally available for dividend from the broker-dealer subsidiaries to the parent company. We consider liquid assets - management target to be an important measure of our liquidity and of our ability to fund corporate investing and financing activities. Liquid assets - management target should be considered a supplemental measure of liquidity, rather than a substitute for cash and cash equivalents.
	We define liquid assets - management target as the sum of (a) corporate cash and cash equivalents, (b) corporate short-term investments and (c) regulatory net capital of (i) our clearing broker-dealer subsidiary in excess of 10% of aggregate debit items and (ii) our introducing broker-dealer subsidiaries in excess of a minimum operational target established by management ($50 million in the case of our primary introducing broker-dealer, TD Ameritrade, Inc.). Liquid assets - management target is based on more conservative measures of broker-dealer net capital than regulatory thresholds require because we prefer to maintain significantly more conservative levels of net capital at the broker-dealer subsidiaries. We consider liquid assets - management target to be a measure that reflects our liquidity that would be readily available for corporate investing and financing activities under normal operating circumstances.