United States: 2014 IPO Report

Last Updated: March 27 2014
Article by David Westenberg



The IPO market regained its luster in 2013, ending the year with a total of 178 IPOs—a 75% increase from the 102 IPOs in 2012. The 2013 total was 66 higher than the average of 112 IPOs per year that prevailed from 2010 to 2012, and only eight IPOs below the annual average of 186 IPOs recorded between 2004 and 2007. The final three quarters of 2013 each produced 50 or more IPOs—a level of consistently high activity not seen since 2000.

Gross proceeds increased 18%, from $35.11 billion in 2012 to $41.27 billion in 2013— the second-highest tally since 2000, trailing only the $43.33 billion in 2007. The six billion-dollar IPOs in 2013, led by Hilton's $2.35 billion IPO, represented the highest annual number of billion-dollar IPOs since 2004, when there were seven. Other large offerings in 2013 came from Zoetis ($2.24 billion) and Twitter ($1.82 billion).

The fourth quarter's gross proceeds of $15.4 billion represented the fifth-highest quarterly total since 2000. The four quarterly tallies since 2000 that have surpassed this total were buoyed by mega-sized IPOs—Visa, Facebook, General Motors and Kraft Foods, which were also the four largest US IPOs in history.

The 2013 IPO market was dominated by emerging growth companies (EGCs), which produced 82% of all IPOs— slightly higher than the 76% market share for EGC IPOs in 2012 following the enactment of the JOBS Act.

The median offering size of $107.4 million in 2013 was 14% higher than the median offering size of $94.3 million in 2012. The median size for EGC IPOs, at $95.9 million, was less than a quarter of the $419.1 million median deal size for other IPOs in 2013.

The average 2013 IPO gained 21% from its offering price on its first trading day— surpassing the 16% average first-day gain for all IPOs in 2012—and was the highest such tally since the 53% average first-day gain in 2000. There were six "moonshots" (IPOs that double in price on their opening day) in 2013, led by Sprouts Farmers Market (up 123%) and Voxeljet (up 122%). Since the year 2000, which generated 85 moonshots, no year had produced more than a pair of moonshots until 2013, and there had been a total of only 11 moonshots in the intervening 12-year period.

In 2013, 22% of all IPOs were "broken" (IPOs whose stock closes below the offering price on their opening day), compared to 20% in 2012, but this percentage still represents the second-lowest level of broken IPOs since 2006.

The average 2013 IPO gained 22% from first-day close through year-end— the highest figure seen since the dot-com era—and ended the year 47% above its offering price, topping the annual gains in the major market indices.

At year-end 2013, 81% of the year's IPOs were trading above their offering price (with one company having been acquired), compared to 64% in 2012— also the average for the 10-year period from 2003 to 2012.

The 10 best-performing IPOs of 2013 included offerings from both tech and non-tech companies in a variety of industries. The year's best performer was Insys Therapeutics, which was trading 384% above its offering price at year-end, followed by GW Pharmaceuticals (up 367%), ExOne (up 236%) and QIWI (up 229%).

The median annual revenue of IPO companies decreased by one-third, from $133.6 million in 2012 to $89.9 million in 2013—the lowest figure since the $74.5 million median in 2007. In 2013, EGCs had median annual revenue of $61.5 million, compared to $2.54 billion for other companies. Median annual revenue for EGCs represented a 43% decline from the prior year, in part due to the higher number of life sciences IPOs in 2013.

With interest rates at historic lows and investors more eager for growth than profitability, the percentage of profitable IPO companies declined from 55% in 2012 to 43% in 2013—the lowest level since the 26% in both 1999 and 2000. Only 27% of the year's life sciences and technology-related IPO companies were profitable.

Individual components of the IPO market fared as follows in 2013:

  • VC-Backed IPOs: The number of IPOs by venture capital–backed US issuers increased 39%, from 51 in 2012 to 71 in 2013—falling just one IPO short of 2007's post-boom peak of 72. VC-backed IPOs accounted for 50% of all US issuer IPOs in 2013—down from the 57% average that prevailed between 2010 and 2012. The median deal size for VC-backed companies was $78.0 million—the lowest level since the $72.0 million median in 2006—while the median deal size for non–VC-backed companies was $226.7 million. The average 2013 US issuer VC-backed IPO gained 51% from its offering price through yearend— double the 25% average gain seen in 2012 for the prior year's class.

  • PE-Backed IPOs: Private equity–backed IPOs surged, their numbers increasing by 75%, from 28 in 2012 to 49 in 2013, only three below the total of 52 in 2006. PE-backed US issuers commanded a 35% share of all US-issuer IPOs in 2013, up from 31% in 2012. Excluding limited partnerships, Hilton's IPO was the third-largest PE-backed IPO in US history, behind only HCA Holdings' $3.79 billion IPO in March 2011 and Kinder Morgan's $2.86 billion IPO the month before. The median deal size for PE-backed IPOs in 2013 was $252.6 million—more than triple the $78.8 million deal size for all other IPOs. The average PE-backed IPO in 2013 gained 36% from its offering price through year-end—an impressive gain given the larger average market caps of PE-backed IPOs.

  • Life Sciences IPOs: Life sciences companies captured 28% of the US IPO market in 2013, with 50 IPOs—seven more than the annual total of 43 life sciences IPOs that prevailed in the three years from 2010 to 2012. Life sciences IPO companies in 2013 had median annual revenue of just $10.0 million, although this was more than quadruple the $2.4 million figure over the prior three-year period. At year-end, 82% of the year's crop of life sciences IPO companies were trading above their offering price, with the average 2013 life sciences IPO company enjoying a year-end gain of 56%.
  • Tech IPOs: Deal flow in the broadly defined technology sector remained strong in 2013. Tech-related companies accounted for 61% of the year's IPOs, slightly above the 58% average of the preceding three years. Tech IPOs performed better in the aftermarket than IPOs in other sectors, with an average gain through year-end of 57%, compared to the average gain of 33% for non-tech IPOs.
  • Foreign IPOs: The number of foreign issuer IPOs climbed from 12 in 2012 (13% of the market) to 36 in 2013 (20% of the market)—the third-highest total since 2000. With concerns about the reliability of financial information provided by Chinese issuers receding, the number of US IPOs by Chinese issuers rebounded from two in 2012 to eight in 2013—all but one coming in the latter half of the year—although their total remained well short of the high water mark of 40 IPOs in 2010 (29% of that year's total). The average first-day gain of 41% for Chinese issuer IPOs in 2013 and the 79% average year-end gain (only one Chinese issuer IPO ended the year below its offering price) bodes well for continued investor interest in Chinese issuer IPOs in 2014.

In 2013, 71 companies based in the eastern United States (east of the Mississippi River) completed IPOs, equal to the number of IPOs by western US–based issuers. California led the state rankings with 44 IPOs, followed by Massachusetts and New York (each with 12 IPOs), North Carolina (with 10 IPOs) and Texas (with 9 IPOs).


IPO market activity in the coming year will depend on a number of factors, including the following:

  • Economic Growth: While the US economy has seen improvements in a number of key metrics, job creation remains inconsistent and the workforce participation rate— the labor force as a percentage of the whole population—is at its lowest level since 1978. Moreover, the impact of the Fed's decision to begin pulling back on its bond-buying program remains to be seen. Sustained economic growth will be key if the IPO market is to maintain or increase the pace that prevailed in 2013.
  • Capital Market Conditions: Stable and robust capital markets remain a precursor to IPO activity. The major US indices posted impressive annual gains yet again in 2013, with the Dow Jones Industrial Average, Nasdaq Composite Index and S&P 500 increasing 26%, 38% and 30%, respectively. Similar gains may not be realistic in 2014—since 1927, the S&P 500 has only seen year-over-year gains of more than 20% in the period from 1995 to 1998—but a reduction in the market volatility that has periodically stalled IPO deal flow in recent years would boost the market.
  • Venture Capital Pipeline: Venture capitalists depend on IPOs—along with company sales—to provide liquidity to their investors. There has been a resurgence in VC-backed IPOs over the last four years, including IPOs by a number of high-profile technology and social media–related companies, and the pool of attractive VC-backed IPO candidates remains large. Although venture capital investors often prefer a sale over an IPO because a sale usually can be completed faster and with greater certainty than an IPO, the outsized valuations that can be achieved in the public market may be shifting the sale/ IPO pendulum back toward IPO exits for the most valuable VC-backed companies.
  • Private Equity Impact: Private equity investors also seek to divest portfolio companies or achieve liquidity through IPOs. With private equity firms holding near-record levels of "dry powder" (unspent capital that investors have committed to provide), and general partners facing deadlines as the investment window starts to close on funds raised in 2007 and 2008, private equity sponsors can be expected to pursue IPOs aggressively in 2014.
  • Impact of JOBS Act: Enacted with great fanfare in April 2012, the JOBS Act is intended to improve access to the public capital markets for EGCs. The vast majority of all IPO candidates can qualify as EGCs, but the extent to which the JOBS Act is responsible for the increase in the number of IPOs in 2013 is unclear. In any event, the confidential submission provisions of the act and the significant increase in the maximum number of stockholders that a private company may have without registering as a public company has given emerging companies more flexibility in timing their IPOs.

The IPO market has continued its strong momentum into 2014, producing a total of 37 IPOs with gross proceeds of $6.67 billion in January and February—the highest number of IPOs for the first two months of the year since 2000. If favorable market and economic tailwinds continue to prevail, a stream of new offerings should continue throughout the year, although some high-profile companies are likely to be acquired before they go public. The start of 2014 has already seen Google's $3.2 billion acquisition of Nest and VMware's $1.54 billion acquisition of AirWatch—the recipient of a $225 million venture financing in 2013—followed by Facebook's proposed acquisition of WhatsApp for a stunning $19 billion.



The number of California IPOs increased 38%, from 32 in 2012 to 44 in 2013—the highest number in the state since the 53 IPOs in 2004.

Gross proceeds declined by two-thirds, from $19.89 billion in 2012 to $6.64 billion in 2013, although the 2012 figure was buoyed by Facebook's $16.0 billion IPO. Gross proceeds in 2013 represented the third-highest annual total since 2000.

The largest California IPO in 2013 came from Twitter ($1.82 billion), followed by Pattern Energy Group ($352 million) and FireEye ($304 million).

The California IPO market remains dominated by technology-related and VC-backed companies. All California IPOs but one in 2013 were by emerging growth companies (EGCs), and technology-related companies accounted for 80% of the state's offerings, compared to 61% of the overall US market. The number of venture-backed California IPOs increased from 27 in 2012 to 32 in 2013—representing 45% of all US issuer VC-backed IPOs.

The state's average IPO in 2013 ended the year 33% above its offering price. Marketo and Twitter produced the largest gains, up year-end by 185% and 145% from their offering price, respectively. Only 66% of the state's IPOs ended 2013 above their offering price, compared to 87% of all other IPOs in 2013.

With the largest pool of venture capital– backed companies in the country and a wealth of entrepreneurial talent, California should produce significant IPO activity in 2014, including offerings from Internet and biopharmaceutical companies, as well as providers of other exciting new products and technologies.


The number of IPOs in the mid- Atlantic region of Virginia, Maryland, North Carolina, Delaware and the District of Columbia soared from six in 2012 to 15 in 2013—equal to the 2005 figure, and the highest number in the region since the 24 in 2000.

North Carolina led the region with 10 IPOs—the fourth-highest state tally of the year and a figure equal to the state's combined total for the preceding seven years. Maryland contributed three IPOs, with the remaining pair coming from Virginia.

Boosted by Hilton's $2.35 billion IPO— the nation's largest IPO of 2013—gross proceeds in the region jumped from $1.20 billion in 2012 to $6.41 billion in 2013, a total that eclipses the region's previous high of $4.28 billion in 2004 and is larger than the prior seven years' proceeds combined. The region also produced the ninth- and tenth-largest US IPOs of the year: Quintiles Transnational ($947 million) and Premier ($760 million).

The average mid-Atlantic IPO in 2013 ended the year 31% above its offering price. The region's best-performing IPOs came from ChannelAdvisor, Cvent and MacroGenics, which produced gains of 198%, 73% and 71%, respectively, at year-end.

EGCs accounted for only 60% of the region's IPOs in 2013. The mid-Atlantic region saw six IPOs by life sciences companies in 2013—40% of the region's total. Life sciences company IPO deal flow should remain robust in 2014.

New England

The number of IPOs in New England increased from eight in 2012 to 12 in 2013. Massachusetts, which accounted for all of the region's IPOs, tied with New York for the second-highest IPO state total in 2013 after California.

Gross proceeds increased from $648 million in 2012 to $1.48 billion in 2013. The largest New England IPO in 2013 was by Endurance International Group ($253 million)—the largest IPO by a technology company in the region over the last four years. The region's two largest life sciences IPOs came from Karyopharm Therapeutics ($109 million) and Agios Pharmaceuticals ($106 million).

The median offering size of New England IPOs increased 22%, from $84.5 million in 2012 to $103.5 million in 2013—in line with the $107.4 million median figure for all US IPOs in 2013.

Life sciences companies accounted for three-quarters of the region's IPOs in 2013. All but one of the region's IPOs in 2013 were by EGCs.

Every New England IPO in 2013 ended the year above its offering price, with the average IPO gaining 54% by yearend. The best-performing New England IPOs of 2013 were from Acceleron Pharma, Enanta Pharmaceuticals and Tetraphase Pharmaceuticals, which ended the year 164%, 95% and 93% above their offering prices, respectively.

With its strong levels of venture capital investment and world-renowned universities and research institutions, New England should continue to generate a vibrant crop of IPO candidates. Although dominated by life sciences companies in 2013, the New England IPO market in 2014 should include offerings from the Internet, software and information technology sectors.


The number of IPOs in the tri-state region of New York, New Jersey and Pennsylvania more than doubled for the second year in a row, increasing from 11 in 2012 to 25 in 2013—the second-highest number of IPOs in the region since 2000, trailing only the 29 in 2006.

With a trio of billion-dollar offerings— Zoetis ($2.24 billion), ING U.S. ($1.25 billion) and Coty ($1 billion)— gross proceeds in the region more than tripled from $2.60 billion in 2012 to $8.39 billion in 2013.

EGCs accounted for 72% of the tri-state region's IPOs in 2013, compared to 84% for all other US IPOs. Life sciences companies represented one-third of the region's IPOs in 2013, and tri-state companies were responsible for the country's first- and third-largest life sciences IPOs—Ophthotech ($167 million) and PTC Therapeutics ($126 million).

The region's average IPO ended the year up 41% from its offering price. The best-performing tri-state IPO of 2013 was by ExOne, which was trading 236% above its offering price at year-end— the third-best-performing IPO of 2013.

The tri-state region has long been home to IPOs by large, well-established companies, including private equity– backed companies. With venture capital activity in the region now trailing only that of California, the tri-state region should produce a growing number of venture-backed IPOs in 2014 from the Internet, software and life sciences sectors.


Profile of Successful IPO Candidates

What does it really take to go public? There is no single profile of a successful IPO company, but in general the most attractive candidates have the following attributes:

  • Outstanding Management: An investment truism is that investors invest in people, and this is even more true for companies going public. Every company going public needs experienced and talented management with high integrity, a vision for the future, lots of energy to withstand the rigors of the IPO process, and a proven ability to execute.
  • Market Differentiation: IPO candidates need a superior technology, product or service in a large and growing market. Ideally, they are viewed as market leaders. Appropriate intellectual property protection is expected of technology companies, and in some sectors patents are de rigueur.
  • Substantial Revenues: With some exceptions, substantial revenues are expected—at least $50 million to $75 million annually—in order to provide a platform for attractive levels of profitability and market capitalization.
  • Revenue Growth: Consistent and strong revenue growth—25% or more annually— is usually needed, unless the company has other compelling features. The company should be able to anticipate continued and predictable expansion to avoid the market punishment that accompanies revenue and earnings surprises.
  • Profitability: Strong IPO candidates generally have track records of earnings and a demonstrated ability to enhance margins over time.
  • Market Capitalization: The company's potential market capitalization should be at least $200 million to $250 million, in order to facilitate development of a liquid trading market. If a large portion of the company will be owned by insiders following the IPO, a larger market cap may be needed to provide ample float.

Other factors can vary based on a company's industry and size. For example, many life sciences companies will have much smaller revenues and not be profitable. More mature companies are likely to have greater revenues and market caps, but slower growth rates. High-growth companies are likely to be smaller, and usually have a shorter history of profitability.

Beyond these objective measures, IPO candidates need to be ready for public ownership in a range of other areas, including accounting preparation; corporate governance; financial and disclosure controls and procedures; external communications; and a variety of corporate housekeeping tasks.

How Do You Compare? Some Facts About the IPO Market

Set forth below are selected metrics about the IPO market, based on combined data for all US IPOs from 2007 through 2013, unless otherwise stated (EGC data for period following enactment of JOBS Act).

To read this Report in full, please click here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions